Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 (WA)

Western Australia Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 Western Australia Iron Ore (Goldsworthy-Nimingarra) Agreement Act 1972 Contents 1. Short title 1 2. Interpretation 1 3. Ratification of the Agreement 2 4. First Variation Agreement 2 5. Variation of Agreement to increase rates of royalty 2 6. Second Variation Agreement 3 7. State empowered under clause 16C(9)(a) 4 8. Third Variation Agreement 4 Schedule 1 — Agreement Schedule 2 — First Variation Agreement Schedule 3 — Second Variation Agreement Schedule 4 — Third Variation Agreement Notes Compilation table 151 Defined terms Western Australia Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972 An Act to ratify an agreement relating to the exploration for, and development of, iron ore in certain areas in the North West of the State, and for incidental and other purposes. 1. Short title This Act may be cited as the Iron Ore (Goldsworthy‑Nimingarra) Agreement Act 1972 1. 2. Interpretation In this Act, unless the contrary intention appears — the Agreement means the agreement of which a copy is set forth in Schedule 1, and if that agreement is added to or varied or any of its provisions are cancelled, in accordance with the provisions of the Agreement, includes the Agreement as so altered from time to time; the First Variation Agreement means the agreement a copy of which is set out in Schedule 2; the Joint Venturers has the same meaning as that expression has in, and for the purposes of, the Agreement; the Second Variation Agreement means the agreement a copy of which is set out in Schedule 3; the Third Variation Agreement means the agreement a copy of which is set out in Schedule 4. [Section 2 amended: No. 57 of 2000 s. 4; No. 61 of 2010 s. 35; No. 62 of 2011 s. 12.] 3. Ratification of the Agreement (1) The Agreement is ratified and the provisions thereof, subject to the Agreement, shall operate and take effect, notwithstanding the provisions of any other Act or law. (2) Notwithstanding any other Act or law, and without limiting the effect of subsection (1), the Joint Venturers shall be permitted to enter upon the Crown lands referred to in paragraph (b) of clause 3 of the Agreement to the extent, and for the purposes, provided in that paragraph. (3) The provisions of section 96 of the Public Works Act 1902 do not apply to any railway constructed pursuant to the Agreement. (4) The provisions of section 277(5) of the Mining Act 1904 2 do not apply to any renewal of the rights of occupancy granted pursuant to the Agreement. 4. First Variation Agreement (1) The First Variation Agreement is ratified. (2) The implementation of the First Variation Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the First Variation Agreement is to operate and take effect despite any other Act or law. [Section 4 inserted: No. 57 of 2000 s. 5.] 5. Variation of Agreement to increase rates of royalty (1) In this section — the Agreement means the agreement a copy of which is set out in Schedule 1 — (a) as varied from time to time in accordance with its provisions; and (b) as varied by the First Variation Agreement. (2) Clause 33(1) of the Agreement is varied — (a) in subparagraph (ii) by deleting "3.75%" and inserting — 5.625% (b) in subparagraph (iii) by deleting "3.25%" and inserting — 5% (3) Clause 33(1)(ii) and (iii) of the Agreement as varied by subsection (2) operate and take effect despite — (a) any other provision of the Agreement; and (b) any other agreement or instrument; and (c) any other Act or law. (4) Nothing in this section affects the amount of royalty payable under clause 33 of the Agreement in respect of any period before the commencement of the Iron Ore Agreements Legislation Amendment Act 2010 Part 2. [Section 5 inserted: No. 34 of 2010 s. 4.] 6. Second Variation Agreement (1) The Second Variation Agreement is ratified. (2) The implementation of the Second Variation Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Second Variation Agreement is to operate and take effect despite any other Act or law. [Section 6 inserted: No. 61 of 2010 s. 36.] 7. State empowered under clause 16C(9)(a) The State has power in accordance with clause 16C(9)(a) of the Agreement. [Section 7 inserted: No. 61 of 2010 s. 36.] 8. Third Variation Agreement (1) The Third Variation Agreement is ratified. (2) The implementation of the Third Variation Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Third Variation Agreement is to operate and take effect despite any other Act or law. [Section 8 inserted: No. 62 of 2011 s. 13.] Schedule 1 — Agreement [Heading inserted: No. 57 of 2000 s. 6.] s. 2. THIS AGREEMENT made this 12th day of April One thousand nine hundred and seventy‑two BETWEEN THE HONOURABLE JOHN TREZISE TONKIN, M.L.A., Premier of the State of Western Australia, acting for and on behalf of the said State and Instrumentalities thereof from time to time (hereinafter called "the State") of the one part and CONSOLIDATED GOLD FIELDS AUSTRALIA LIMITED a company incorporated under the Companies Ordinances of the Australian Capital Territory and having its executive office at Gold Fields House Sydney Cove in the State of New South Wales and its registered office in the State of Western Australia (hereinafter referred to as "the said State") at 156 Saint George's Terrace Perth CYPRUS MINES CORPORATION a corporation incorporated in the State of New York in the United States of America and having its executive offices situate at 1234 Pacific Mutual Building 523 West Sixth Street Los Angeles California in the United States of America and UTAH DEVELOPMENT COMPANY a corporation incorporated under the laws of the State of Nevada in the United States of America with its executive offices situate at 550 California Street San Francisco in the said United States of America and having its registered office in the State of Queensland at Pearl Assurance House at the corner of Queen and Eagle Streets Brisbane (hereinafter called "the Joint Venturers" in which term shall be included the Joint Venturers and each of them and their and each of their respective successors and assigns) of the other part. WHEREAS — (a) The Joint Venturers pursuant to an agreement with the State made the fifteenth day of October One thousand nine hundred and sixty‑four and approved by the Iron Ore (Mount Goldsworthy) Agreement Act 1964 as varied by an agreement with the State made the twenty‑sixth day of August 1971 and approved by the Iron Ore (Mount Goldsworthy) Agreement Act Amendment Act 1971 are engaged in the exploration for and development of certain iron ore deposits referred to in the said agreements as mining area "A", mining area "B" and mining area "C" and the mining transportation and shipment of iron ore therefrom. (b) The Joint Venturers desire to expand their activities and the State has agreed to make available to them certain additional areas now the subject of the temporary reserves comprising mining area "D" and mining area "E" (as hereinafter defined) on the terms and conditions hereinafter set out. NOW THIS AGREEMENT WITNESSETH — Interpretation 3 1. In this agreement subject to the context — "apply", "approve", "approval", "consent", "certify", "direct", "notify", "request", or "require" means apply approve approval consent certify direct notify request or require in writing as the case may be. "associated company" means — (a) any company having a paid‑up capital of not less than two million dollars ($2,000,000) notified in writing by the Joint Venturers or any of them to the Minister which is incorporated in the United Kingdom the United States of America or the Commonwealth of Australia and which — (i) is promoted by the Joint Venturers or any of them for all or any of the purposes of this agreement and in which the Joint Venturers or any of them hold not less than twenty per cent (20%) of the issued ordinary share capital; or (ii) is related within the meaning of the term "subsidiary" in section 6 of the Companies Act 1961 to any company in which the Joint Venturers or any of them hold not less than twenty per cent (20%) of the issued ordinary share capital; and (b) any company approved in writing by the Minister for the purposes of this agreement which is associated directly or indirectly with the Joint Venturers or any of them in their business or operations hereunder; "clause" means a clause of this agreement; "commencement date" means the date referred to as the commencement date in clause 7(6); "Commonwealth" means the Commonwealth of Australia and includes the Government for the time being thereof; "deposits' townsite" means an existing townsite approved by the Minister or the townsite to be established on or near mining area "D" pursuant to this agreement and where the context so permits shall extend to and be deemed to include the townsite to be established on or near mining area "E"; "direct shipping ore" means iron ore which has an average pure iron content of not less than sixty per cent (60%) which will not pass through a one half (½) inch mesh screen and which is sold without concentration or other beneficiation other than crushing and screening; "export date" means the earlier of the following dates namely — (a) the date or extended date if any referred to in clause 12; (b) the date when the Joint Venturers first export iron ore hereunder from mining area "D" (other than iron ore shipped solely for testing purposes); "financial year" means a year commencing on and including the 1st day of July; "fine ore" means iron ore which has an average pure iron content of not less than sixty per cent (60%) which will pass through a one half (½) inch mesh screen and which is sold without concentration or other beneficiation other than crushing and screening; "fines" means iron ore (not being direct shipping ore or fine ore) which will pass through a one half (½) inch mesh screen; "f.o.b. revenue" means the price for ore from the mineral lease the subject of any shipment or sale which is payable by the ultimate purchaser or the person smelting the ore to the Joint Venturers or an associated company, less all export duties and export taxes and all costs and charges properly incurred and paid by the Joint Venturers to a third party after the departure of the ship on which the ore is loaded from the Joint Venturers' wharf to the time the same is delivered and accepted by the ultimate purchaser or the person smelting the ore, including — (1) ocean freight; (2) marine insurance; (3) port and handling charges at the port of discharge; (4) costs incurred in delivering the ore from the port of discharge to the ultimate purchaser or the person smelting the ore; (5) all weighing, sampling, assaying, inspection and representation costs at the port of discharge; (6) shipping agency charges; (7) all import taxes by the country of the port of discharge; and (8) such other costs and charges as the Minister may in his discretion consider reasonable in respect of any shipment or sale. For the purposes of this definition — (a) the expression "export duties and export taxes" shall refer to taxes payable by the Joint Venturers to the Commonwealth directly relating to the export of ore but excluding any State taxes, duties or charges and any taxes, duties or charges levied by the Commonwealth for or on behalf of the State; (b) a cost or charge shall be deemed to be properly incurred if the Minister in his discretion so determines and in making his determination the Minister may have regard to such matters as the parties to and the bona fide nature of the transaction, resulting in the cost or charge; "Goldsworthy Agreement" means the agreement and variation thereof referred to in recital (a) hereof; "harbour" means the port or harbour serving the Joint Venturers' wharf; "Joint Venturers' railway" means the railway constructed or now under construction in terms of the Goldsworthy Agreement; "Joint Venturers' wharf" means the wharf constructed by the Joint Venturers pursuant to the Iron Ore (Mount Goldsworthy) Agreement Act 1964; "Land Act" means the Land Act 1933; "locally used ore" means ore used by the Joint Venturers or an associated company both within the Commonwealth and within the limits referred to in clause 37 for secondary processing and includes ore used by any other person or company north of the twenty‑sixth parallel of latitude in the said State for secondary processing; "manganese ore" means an ore having a naturally combined metal content of iron and manganese, the latter exceeding 35%; "manganiferous ore" means an ore having a naturally combined metal content of iron and manganese, the latter being not less than 2% and not more than 35%; "mineral lease" means the mineral lease or mineral leases referred to in clause 9 and includes any renewal thereof and where the context so permits shall extend to and be deemed to include a mineral lease granted under the provisions of clause 25 and any renewal thereof; "Mining Act" means the Mining Act 1904; "mining area 'D' " means the area delineated and coloured red and blue on the plan marked "D" initialled by or on behalf of the parties hereto for the purposes of identification; "mining area 'E' " means the area delineated and coloured blue on the plan marked "E" initialled by or on behalf of the parties hereto for the purposes of identification; "Minister" means the Minister in the Government of the said State for the time being responsible (under whatsoever title) for the administration of the Ratifying Act and pending the passing of that Act means the Minister for the time being designated in a notice from the State to the Joint Venturers and includes the successors in office of the Minister; "month" means calendar month; "notice" means notice in writing; "ore" means iron ore, manganiferous ore and manganese ore; "person" or "persons" includes bodies corporate; "port" means the port at or near Port Hedland; "Ratifying Act" means the Act to ratify this agreement and referred to in clause 3(a); "secondary processing" means concentration or other beneficiation of ore other than by crushing or screening and includes thermal electrostatic magnetic and gravity processing and agglomeration, pelletisation or comparable changes in the physical character of ore; "Sentinel" means Sentinel Mining Company Inc. a company incorporated in the United States of America and registered in the State of Western Australia as a foreign company under the provisions of the Companies Act 1961 and having its registered office situate at 6th Floor Law Chambers Cathedral Square Perth; "special lease" means a special lease or licence to be granted in terms of this agreement under the Ratifying Act the Land Act or the Jetties Act 1926 and includes any renewal thereof; "this agreement" "hereof" and "hereunder" includes this agreement as from time to time added to varied or amended; "ton" means a ton of two thousand two hundred and forty (2,240) lb. net dry weight; marginal notes shall not affect the interpretation or construction of this agreement 3; monetary references in this agreement are to Australian currency; any covenant or agreement on the part of the Joint Venturers hereunder will be deemed to be a joint and several covenant or agreement as the case may be; power given under any clause other than clause 44 to extend any period or date shall be without prejudice to the power of the Minister under the said clause 44; reference in this agreement to an Act shall include the amendments to such Act for the time being in force and also any Act passed in substitution therefor or in lieu thereof and the regulations for the time being in force thereunder. Ratification and operation 3 2. (1) The provisions of this agreement other than this clause and clauses 1, 3, 4, 5, 23, 25, 36 and 38 shall not come into operation until the Bill referred to in clause 3(a) has been passed by the Parliament of Western Australia and comes into operation as an Act. (2) If before the 30th day of June, 1972 or such later date as may be agreed between the parties the said Bill is not passed this agreement will then cease and determine and neither of the parties hereto will have any claim against the other of them with respect to any matter or thing arising out of, done, performed or omitted to be done or performed under this agreement. (3) On the said Bill commencing to operate as an Act all provisions of this agreement shall operate and take effect notwithstanding the provisions of any Act or law. Initial obligations of the State 3 3. The State shall — (a) introduce and sponsor a Bill in the Parliament of Western Australia to ratify this agreement and endeavour to secure its passage as an Act prior to the 30th day of June, 1972; and (b) to the extent reasonably necessary for the purposes of this agreement allow the Joint Venturers to enter upon Crown lands (including, if applicable, land the subject of a pastoral lease). Grant of rights of occupancy of mining area "D" 3 4. The State shall, upon application by the Joint Venturers cause to be granted to the Joint Venturers the sole and exclusive right to search and prospect for ore over all or any part of mining area "D" by granting to the Joint Venturers and to the Joint Venturers alone rights of occupancy pursuant to section 276 of the Mining Act of the areas now the subject of the temporary reserves comprising mining area "D" (or such other prospecting licence right or concession as may be appropriate in terms of the Mining Act for the time being in force) subject to such terms and conditions as the Minister for Mines may require at a rental at the rate of twenty‑six dollars ($26) per square mile per annum payable quarterly in advance for a period of twelve (12) months and shall then and thereafter subject to the continuance of this agreement maintain such exclusive rights as aforesaid for the benefit of the Joint Venturers and cause to be granted to the Joint Venturers as may be necessary such renewals of the rights of occupancy of the said temporary reserves or other the exploration licence or concession then in force (each renewal to be for a period of twelve (12) months at the same rental and upon the same terms) the last of which renewals notwithstanding its currency to expire — (i) in the case of that part of mining area "D" coloured red, on the date of grant of a mineral lease to the Joint Venturers under clause 9(1); and in the case of that part of mining area "D" coloured blue, on the date of grant of a mineral lease to the Joint Venturers under clause 9(2); (ii) in the case of that part of mining area "D" coloured red, at the expiration of three (3) months from the commencement date; and in the case of that part of mining area "D" coloured blue, on the expiration of the period of two (2) years from the commencement date as specified in clause 9(2); (iii) on the determination of this agreement pursuant to its terms; or (iv) on the day of the receipt by the State of a notice from the Joint Venturers to the effect that the Joint Venturers abandon and cancel this agreement, whichever shall first happen PROVIDED ALWAYS that the Joint Venturers may at any time relinquish their rights of occupancy to the area the subject of any temporary reserve or any part thereof by notice in writing in that behalf to the State. Initial obligations of Joint Venturers 3 5. (1) Insofar as has not already been done to the satisfaction of the Minister the Joint Venturers shall commence forthwith and carry out at their expense (with the assistance of experienced consultants where appropriate) — (a) a thorough geological and (as necessary) geophysical investigation of the ore deposits in mining area "D" and the testing and sampling of such deposits; (b) a general reconnaissance of the various sites of proposed operations pursuant to the agreement together with the preparation of suitable maps and drawings; (c) an engineering investigation of the route for a railway and/or road from mining area "D" to connect with the Joint Venturers' railway; (d) a study of the technical and economic feasibility of the mining transporting processing and shipping of ore from mining area "D"; (e) the planning of a suitable deposits' townsite in consultation with the State for use by others (if and to the extent applicable) as well as the Joint Venturers; (f) the investigation, as and when approved by the Minister, of suitable water supplies for mining industrial and townsite purposes; and (g) metallurgical and market research. (2) The Joint Venturers shall collaborate with and keep the State fully informed at least quarterly commencing within one (1) quarter after the execution hereof as to the progress and results of the Joint Venturers' operations under subclause (1) of this clause. The Joint Venturers shall furnish the Minister with copies of all reports received by them from consultants in connection with the matters referred to under subclause (1) of this clause and with copies of all findings made and reports prepared by them. (3) If the State concurrently carries out its own investigations and reconnaissances in regard to all or any of the matters mentioned in subclause (1) of this clause the Joint Venturers shall co‑operate with the State therein and so far as reasonably practicable will consult with the representatives or officers of the State and make full disclosures and expressions of opinion regarding matters referred to in this subclause. Joint Venturers to submit proposals 3 6. (1) On or before the 31st day of December, 1972 (or thereafter within such extended time as the Minister may allow as hereinafter provided) the Joint Venturers shall submit to the Minister — (a) to the fullest extent reasonably practicable the Joint Venturers' detailed proposals (which proposals shall include plans where practicable and specifications where reasonably required by the Minister and measures to be taken for the protection of the environment) so far as is relevant to mining area "D" (or so much thereof as shall be comprised within the mineral lease) relating to the transport and shipment of ore to be mined and including the location, area, layout, design, quantities, materials and time programme for the commencement and completion of construction or the provision (as the case may be) of each of the following matters, namely — (i) the use of the Joint Venturers' existing facilities; (ii) the railway or road or other appropriate form of transport from mining area "D" to connect with the Joint Venturers railway or other appropriate form of transport and their proposed operation including fencing (if any) and as circumstances may reasonably require such crossing places including in the case of a road or other appropriate form of transport either over‑passes or under‑passes where level crossings are inadequate for reasonable safety or other reasonable requirements; (iii) deposits' townsite in connection with mining area "D" and development services and facilities in relation thereto; (iv) housing; (v) water supply; (vi) roads (including details of roads in respect of which it is not intended that the provisions of clause 15(3) shall operate); (vii) mining crushing screening handling transport and storage of ore; (viii) airfields; (ix) any leases licences or other tenures of land required from the State; and (x) any other works, services or facilities proposed or desired by the Joint Venturers; and (b) (subject to the provisions of subclause (3) of this clause) satisfactory evidence — firstly of the making or the likelihood of making suitable contracts for the sale and shipment by the Joint Venturers of ore from the mineral lease; secondly of the availability of finance necessary for the fulfilment of the Joint Venturers' proposals under this clause; and thirdly of any necessary licence to the Joint Venturers from the Commonwealth to export hereunder ore the subject of the ore contracts referred to in this paragraph in the quantities at the rate or rates and in the years stated in the contracts. (2) The Joint Venturers shall have the right to submit to the Minister their detailed proposals aforesaid in regard to a matter or matters the subject of any of the subparagraphs numbered (i)‑(x) inclusive of paragraph (a) of subclause (1) of this clause as and when the detailed proposals become finalised by the Joint Venturers PROVIDED THAT where any such matter is the subject of a subparagraph which refers to more than one subject matter the detailed proposals will relate to and cover each of the matters mentioned in the subparagraphs PROVIDED FURTHER that the first detailed proposals submitted to the Minister relate to and cover the matters mentioned in subparagraph (i) of the said paragraph (a) of the said subclause (1) and that the last two detailed proposals submitted to the Minister relate to and cover the ore contracts and the finance necessary for the ore export project. (3) If the Joint Venturers should in writing and within the time later in this subclause mentioned request the Minister to grant an extension or any further extension of time beyond the 31st day of December 1972 (or such later date if any previously granted or approved by the Minister) within which to make the ore contracts referred to in paragraph (b) of subclause (1) of this clause and then demonstrate to the satisfaction of the Minister that the Joint Venturers have duly complied with their other obligations hereunder have genuinely and actively but unsuccessfully endeavoured to make such ore contracts on a competitive basis and reasonably require an additional period for the purpose of making such ore contracts the Minister will grant such extension as is warranted in the circumstances as follows — (a) for up to six (6) months on request made within one (1) month of the 31st day of December 1972; (b) if an extension is granted under paragraph (a) of this subclause then further for up to three (3) years on request made within one (1) month of the expiration of the period of extension granted under the said paragraph (a); (c) if an extension is granted under paragraph (b) of this subclause then further for up to two (2) years on request made within one (1) month of the expiration of the period of extension granted under the said paragraph (b) unless the Minister shows to the Joint Venturers satisfactory evidence that some third party is able and willing if made the lessee of the mineral lease to obtain and duly fulfil that party's obligations under contracts for the sale of ore (or processed ore) from the leased land which contracts are comparable with ore contracts referred to in paragraph (b) of subclause (1) of this clause on terms from the State not more favourable on the whole (having regard inter alia to initial expenditure) to that party than those applicable to the Joint Venturers hereunder; subject always and in every case to the condition that the Joint Venturers duly comply (or comply to the satisfaction of the Minister) with their other obligations hereunder. Consideration of proposals under clause 6 3 7. (1) In considering the proposals of the Joint Venturers submitted pursuant to this agreement the Minister shall have regard to the approved proposals of the Joint Venturers and to the implementation of such proposals under the Goldsworthy Agreement and any further amendment or variation thereof. (2) Within two (2) months after receipt of the detailed proposals of the Joint Venturers in regard to any of the matters mentioned in clause 6(1)(a) the Minister shall give to the Joint Venturers notice either of his approval of the proposals or of alterations desired thereto and in the latter case shall afford to the Joint Venturers opportunity to consult with and to submit new proposals to the Minister. The Minister may make such reasonable alterations to or impose such reasonable conditions on the proposals or new proposals (as the case may be) as he shall think fit having regard to the circumstances including the overall development and use (subject to the provisions of clause 9(7) and clause 32(2)) by others as well as the Joint Venturers of the Joint Venturers' facilities and services but the Minister shall in any notice to the Joint Venturers disclose his reasons for any such alteration or condition. Within two (2) months of the receipt of the notice the Joint Venturers may elect by notice to the State to refer to arbitration and within two (2) months thereafter shall refer to arbitration as hereinafter provided any dispute as to the reasonableness of any such alteration or condition. If by the award on arbitration the dispute is decided against the Joint Venturers then unless the Joint Venturers within three (3) months after delivery of the award satisfy and obtain approval of the Minister as to the matter or matters the subject of the arbitration this agreement shall on the expiration of that period of three (3) months cease and determine (save as provided in clause 36) but if the question is decided in favour of the Joint Venturers the decision will take effect as a notice by the Minister that he is so satisfied with and approves the matter or matters the subject of the arbitration. (3) Within two (2) months after receipt of evidence from the Joint Venturers with regard to the matters mentioned in clause 6(1)(b) to the reasonable satisfaction of the Minister the State shall give to the Joint Venturers notice either that it is satisfied with such evidence (in which case the proposals in relation to those matters will be deemed approved) or not in which case the State shall afford the Joint Venturers an opportunity to consult with and to submit further evidence to the Minister. If within thirty (30) days of receipt of such notice further evidence has not been submitted to the Minister's reasonable satisfaction and his approval obtained thereto the Joint Venturers may within a further period of thirty (30) days elect by notice to the State to refer to arbitration as hereinafter provided and shall within two (2) months thereafter refer to arbitration any dispute as to the reasonableness of the Minister's decision. If by the award on arbitration the dispute is decided against the Joint Venturers then unless the Joint Venturers within three (3) months after delivery of the award satisfy and obtain the approval of the Minister as to the matter or matters the subject of the arbitration this agreement shall on the expiration of that period cease and determine (save as provided in clause 36) but if the question is decided in favour of the Joint Venturers the decision will take effect as a notice by the Minister that he is so satisfied with and has approved the matter or matters the subject of the arbitration. Extension of time 3 (4) The arbitrator, arbitrators or umpire (as the case may be) of any submission to arbitration under this clause is hereby empowered upon application by either party hereto to grant any interim extension of time or date referred to in this clause which having regard to the circumstances may reasonably be required in order to preserve the rights of either or both parties hereunder and an award in favour of the Joint Venturers may in the name of the Minister grant any further extension of time for that purpose. (5) Notwithstanding that under this clause any detailed proposals of the Joint Venturers are approved by the State or the Minister or determined by arbitration award unless each and every such proposal and matter is so approved or determined by the 28th day of February 1973 or by such extended date if any as the Joint Venturers shall be entitled to or shall be granted pursuant to the provisions of this clause then at any time after the said 28th day of February 1973 or if any extension or extensions should be granted under clause 6(3) or any other provision of this agreement then on or after the expiration of the last of such extensions the Minister may give to the Joint Venturers twelve (12) months notice of intention to determine this agreement and unless before the expiration of the said twelve (12) months period all the detailed proposals and matters are so approved or determined this agreement shall cease and determine subject however to the provisions of clause 36. Commencement date 3 (6) Subject to the approval by the Minister or determination by arbitration as herein provided of each and every of the detailed proposals and matters referred to in clause 6(1) the date upon whi