Iron Ore (Mount Bruce) Agreement Act 1972 (WA)

Western Australia Iron Ore (Mount Bruce) Agreement Act 1972 Western Australia Iron Ore (Mount Bruce) Agreement Act 1972 Contents 1. Short title 1 2. Terms used 1 3. Ratification of Agreement 1 3A. Ratification of Variation Agreement 1 3B. 1987 Variation Agreement 1 4A. Variation of Agreement to increase rates of royalty 1 4B. 2010 Variation Agreement 1 4C. State empowered under clause 20E(9)(a) 1 4D. 2011 Variation Agreement 1 4E. 2024 Variation Agreement 1 4. By‑laws 1 First Schedule — Iron Ore (Mount Bruce) Agreement Second Schedule — 1976 Variation Agreement Third Schedule — 1987 Variation Agreement Fourth Schedule — 2010 Variation Agreement Fifth Schedule — 2011 Variation Agreement Sixth Schedule — 2024 Variation Agreement Notes Compilation table 1 Other notes 1 Defined terms Western Australia Iron Ore (Mount Bruce) Agreement Act 1972 An Act to ratify an agreement relating to the exploration for, and the development and treatment of, iron ore in certain areas of the North West of the State and the production of steel in the State, and for incidental and other purposes. 1. Short title This Act may be cited as the Iron Ore (Mount Bruce) Agreement Act 1972. 2. Terms used In this Act — 1976 Variation Agreement means the agreement a copy of which is set forth in the Second Schedule; 1987 Variation Agreement means the agreement a copy of which is set forth in the Third Schedule; 2010 Variation Agreement means the agreement a copy of which is set forth in the Fourth Schedule; 2011 Variation Agreement means the agreement a copy of which is set forth in the Fifth Schedule; 2024 Variation Agreement means the agreement a copy of which is set forth in the Sixth Schedule; Agreement means the agreement of which a copy is set forth in the First Schedule, and if that agreement is varied, from time to time, in accordance with the provisions of the Agreement includes the Agreement as so varied from time to time, and, except in section 3(1), also includes the Agreement as altered by the 1976 Variation Agreement, the 1987 Variation Agreement, the Iron Ore Agreements Legislation Amendment Act 2010 Part 6, the 2010 Variation Agreement, the 2011 Variation Agreement and the 2024 Variation Agreement; Company has the same meaning as it has in, and for the purposes of, the Agreement. [Section 2 amended: No. 94 of 1976 s. 2; No. 26 of 1987 s. 4; No. 61 of 2010 s. 12; No. 61 of 2011 s. 12; No. 38 of 2024 s. 19.] 3. Ratification of Agreement (1) The Agreement is ratified. (2) Notwithstanding any other Act or law, and without limiting the effect of subsection (1) — (a) the Company shall be allowed to enter upon the Crown lands mentioned in paragraph (b) of clause 2 of the Agreement, to the extent and for the purposes provided in that paragraph; (b) the provisions of subclause (2) of clause 3 of the Agreement shall take effect. (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 1 do not apply to any renewal of the rights of occupancy granted pursuant to subclause (1) of clause 4 of the Agreement. 3A. Ratification of Variation Agreement The 1976 Variation Agreement is ratified. [Section 3A inserted: No. 94 of 1976 s. 3; amended: No. 26 of 1987 s. 5.] 3B. 1987 Variation Agreement (1) The 1987 Variation Agreement is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the 1987 Variation Agreement shall operate and take effect notwithstanding any other Act or law. [Section 3B inserted: No. 26 of 1987 s. 6.] 4A. Variation of Agreement to increase rates of royalty (1) Clause 12(1)(h) of the Agreement is varied — (a) in subparagraph (ii) by deleting "three and three quarter per centum (3¾%)" and inserting — 5.625% (b) in subparagraph (iii) by deleting "fifteen (15) cents per ton;" and inserting — 5.625% of the f.o.b. revenue (computed as aforesaid); (c) in subparagraph (iv) by deleting "fifteen (15) cents per ton;" and inserting — 5% of the f.o.b. revenue (computed as aforesaid); (2) Clause 12(1)(h)(ii), (iii) and (iv) of the Agreement as varied by subsection (1) 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. (3) Nothing in this section affects the amount of royalty payable under clause 12 of the Agreement in respect of any period before the commencement of the Iron Ore Agreements Legislation Amendment Act 2010 Part 6. [Section 4A inserted: No. 34 of 2010 s. 13.] 4B. 2010 Variation Agreement (1) The 2010 Variation Agreement is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the Government Agreements Act 1979, the 2010 Variation Agreement is to operate and take effect despite any other Act or law. [Section 4B inserted: No. 61 of 2010 s. 13.] 4C. State empowered under clause 20E(9)(a) The State has power in accordance with clause 20E(9)(a) of the Agreement. [Section 4C inserted: No. 61 of 2010 s. 13.] 4D. 2011 Variation Agreement (1) The 2011 Variation Agreement is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the Government Agreements Act 1979, the 2011 Variation Agreement is to operate and take effect despite any other Act or law. [Section 4D inserted: No. 61 of 2011 s. 13.] 4E. 2024 Variation Agreement (1) The 2024 Variation Agreement is ratified. (2) The implementation of the 2024 Variation Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the 2024 Variation Agreement operates and takes effect despite any enactment or other law. [Section 4E inserted: No. 38 of 2024 s. 20.] 4. By‑laws (1) The Governor may upon the recommendation of the Company make, alter and repeal by‑laws for the purposes of, and in accordance with, the Agreement. (2) By‑laws made pursuant to this section — (a) shall be published in the Government Gazette; and (b) take effect and have the force of law from the date they are so published or from such later date as is fixed by the by‑laws; and (c) may prescribe penalties not exceeding $100 for breach of any of the by‑laws; and (d) are not subject to the provisions of section 36 of the Interpretation Act 1918 2, but the by‑laws shall be laid before each House of Parliament within 6 sitting days of the House next following the publication of the by‑laws in the Government Gazette. First Schedule — Iron Ore (Mount Bruce) Agreement [s. 2] [Heading amended: No. 19 of 2010 s. 4.] THIS AGREEMENT under Seal made the 10th day of March 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 MOUNT BRUCE MINING PTY. LIMITED a company incorporated under the Companies Act 1961 of the said State and having its registered office at 191 St. George's Terrace Perth (hereinafter called "the Company" which expression will include the successors and assigns of the Company) of the other part. WHEREAS — (a) The Company and Hamersley are satisfied from investigations which prior to 1971 cost over three million dollars ($3,000,000), that the mining areas defined in clause 1 hereof contain iron ore of tonnages and grades sufficient to warrant economic recovery and marketing; (b) The Company agrees that investigations should be made with a view to the establishment of a plant for the production of metallised agglomerates or a plant for the production of steel with a view to its being in a position to submit to the State proposals for such establishment as are hereinafter provided. NOW THIS AGREEMENT WITNESSETH — 1. In this Agreement subject to the context — "approve" "approval" "consent" or "direct" means approve, approval, consent or direct in writing as the case may be; "associated company" means — (a) any company notified in writing by the Company to the Minister which is incorporated in the United Kingdom the United States of America or the Commonwealth of Australia and which is — (i) a subsidiary of the Company within the meaning of the term "subsidiary" in section 6 of the Companies Act 1961; (ii) promoted by the Company for all or any of the purposes of this Agreement and in which the Company holds not less than two million dollars ($2,000,000) of the issued ordinary share capital; (iii) a company in which the Company or Hamersley holds not less than twenty per cent (20%) of the issued ordinary share capital; or (iv) a company which is related within the meaning of that term in the aforesaid section to the Company or to any company in which the Company holds 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 Company in its business or operations hereunder; "associated company of Hamersley" means — (a) a company defined as an "associated company" within the meaning of the Agreement a copy of which is set out in the First Schedule to the Iron Ore (Hamersley Range) Agreement Act 1963‑1968; or (b) any company approved in writing by the Minister as an associated company of Hamersley for the purposes of this Agreement; "the commencement date" means the 30th day of June, 1972. "Commonwealth" means the Commonwealth of Australia and includes the Government for the time being thereof; "Company's wharf" means any wharf constructed by or on behalf of the Company pursuant to this Agreement for the shipment of ore from the mineral lease any wharf established by Hamersley at Dampier in the said State or any temporary wharf for the time being approved by the Minister as the Company's wharf for the purposes hereof during the period to which such approval relates; "Dampier" includes East Intercourse Island; "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; "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 iron ore from the mineral lease the subject of any shipment or sale which is payable by the purchaser thereof to the Company or an associated company, less all export duties and export taxes of all kinds whatsoever and less all costs and charges properly incurred and payable by the Company to the State or a third party from the time the ore shall be placed on ship at the Company's wharf to the time the same is delivered and accepted by the purchaser, including — (1) ocean freight; (2) marine insurance; (3) port and handling charges at the port of discharge; (4) costs of delivering the ore from port of discharge to the smelter; (5) weighing, sampling, assaying, inspection and representation costs incurred on discharge or delivery; (6) shipping agency charges; (7) import taxes by the country of the port of discharge; and (8) such other costs and charges at the Minister may in his discretion consider reasonable in respect of any shipment or sale. For the purposes of this definition — (a) The Minister may (in respect of costs or charges as set out in items (1) to (7) inclusive of this definition) notify the Company in writing that in respect of any shipment or sale he does not regard a cost or charge as having been properly incurred and in such case the Company may refer the matter to arbitration hereunder and unless and until such matter is resolved in favour of the Company, such cost or charge shall not be deemed to have been properly incurred. (b) Notwithstanding anything contained in this definition to the contrary, a cost or charge as set out in items (1) to (7) inclusive of this definition shall not (unless the Minister so determines in accordance with the provisions of paragraph (c) of this definition) be deemed to be properly incurred if such charge is directly or indirectly imposed upon or incurred by the Company or an associated company pursuant to an arrangement entered into between the Company and the State. (c) Costs or charges other than those set out in items (1) to (7) inclusive of this definition and costs and charges to which paragraph (b) of this definition applies shall be deemed to be properly incurred if the Minister in his discretion so determines and in making his determination the Minister shall have regard to such matters as the parties to and the bona fide nature of the transaction resulting in the cost or charge. "Hamersley" means Hamersley Iron Pty. Limited a company incorporated under the Companies Act 1961 of the State of Victoria; "integrated iron and steel industry" means an industry for the manufacture of iron and steel or for the manufacture of steel from iron ore by a process which does not necessarily involve the production of pig iron or basic iron in the production of steel; "iron ore concentrates" means products (whether in pellet or other form) resulting from secondary processing but does not include metallised agglomerates; "Land Act" means the Land Act 1933; "mineral lease" means the mineral lease referred to in sub‑clause (2) of clause 4 hereof and includes any renewal thereof; "Mining Act" means the Mining Act 1904; "mining areas" means the areas delineated and coloured red on the plan marked "A" initialled by or on behalf of the parties hereto for the purpose 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 Company and includes the successors in office of the Minister; "metallised agglomerates" means products resulting from the reduction of iron ore or iron ore concentrates by any method whatsoever and having an iron content of not less than eighty‑five percent (85%); "month" means calendar month; "notice" means notice in writing; "ore" means iron ore; "person" or "persons" includes bodies corporate; "port" means the port or harbour developed or to be developed pursuant to this Agreement and shall include such adjacent land area to serve the Company's wharf but shall not include the port established by Hamersley at Dampier nor such adjacent land as is leased by Hamersley to serve that port; "port townsite" means the townsite determined pursuant to this Agreement to be expanded and developed near the port; "Ratifying Act" means the Act to ratify this Agreement and referred to in clause 3 hereof; "said State" means the State of Western Australia; "secondary processing" means concentration or other beneficiation of iron ore other than by crushing or screening and includes thermal electrostatic magnetic and gravity processing and pelletisation and the production of metallised agglomerates; "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" include this Agreement as from time to time added to varied or amended; "steel" means steel in the form of steel billets or manufactured steel products; "ton" means a ton of two thousand two hundred and forty (2,240) lbs. net dry weight; "townsite" means a townsite or townsites established by the Company on or near the mining areas pursuant to this Agreement; "wharf" includes any jetty structure; "year 1" means the year next following the commencement date and "year" followed immediately by any other numeral has a corresponding meaning; 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; power given under any clause of this Agreement other than clause 52 hereof to extend any period or date shall be without prejudice to the power of the Minister under the said Clause 52; marginal notes shall not affect the interpretation or construction hereof 3; Initial Obligations of State 3 2. 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; (b) to the extent reasonably necessary for the purposes of this Agreement allow the Company to enter upon Crown lands (including land the subject of a pastoral lease) and survey possible sites for a port, wharf, railways, townsites, plants for the production or iron ore concentrates, metallised agglomerates, pig iron, foundry iron and steel, an integrated iron and steel industry, and stockpiling, processing and other areas required for the purposes of this Agreement. Ratification and Operation 3 3. (1) Sub‑clause (2) of clause 3 hereof and the subsequent clauses (other than clauses 52, 54 and 55) of this Agreement shall not operate unless and until — (a) the Bill to ratify this Agreement as referred to in paragraph (a) of clause 2 hereof is passed as an Act before the 30th day of June 1972 or such later date if any as the parties hereto may mutually agree upon; and (b) Bills to ratify each of the agreements referred to in the First Schedule hereto are passed as Acts before the 30th day of June 1972 or such later date if any as the parties hereto may mutually agree upon. If the said Bills are not passed before that date or later date or dates (as the case may be) 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 save as provided in clause 22 of this Agreement. (2) The following provisions of this Agreement shall notwithstanding the provisions of any Act or law operate and take effect namely — (a) the provisions of clauses 4 and 7, the proviso to paragraph (a) of sub‑clause (1) of clause 12, sub‑clause (2) of clause 12, clauses 15, 16, 17, 18, 24, 25, 26, 27, 29, 44, 46, 47, 51, 52, 53, 54 and 55; (b) subject to paragraph (a) of this subclause the State and the Minister respectively shall have all the powers discretions and authorities necessary or requisite to enable them to carry out and perform the powers discretions authorities and obligations conferred or imposed upon their respectively hereunder; (c) no future Act of the said State will operate to increase the Company's liabilities or obligations hereunder with respect to rents or royalties; and (d) the State may, as for a public work under the Public Works Act 1902, resume any land or any estate or interest in land required for the purpose of this Agreement and may lease or otherwise dispose of the same to the Company. Obligation of State Rights of Occupancy 3 4. (1) The State shall forthwith (subject to the surrender of the rights of occupancy as referred to in sub‑clause (2) of clause 2 of the Agreement firstly referred to in the First Schedule hereto) cause to be granted to the Company and to the Company alone rights of occupancy for the purposes of this Agreement (including the sole right to search and prospect for iron ore) over the whole of the mining areas under Section 276 of the Mining Act at a rental at a rate of eight dollars ($8) per square mile per annum payable quarterly in advance for the period expiring on the 31st day of December, 1972, and shall then and thereafter subject to the continuance of this Agreement cause to be granted to the Company as may be necessary successive renewals of such last mentioned rights of occupancy (each renewal for a period of twelve (12) months at the same rental and on the same terms) the last of which renewals shall notwithstanding its currency expire — (i) on the date of grant of a mineral lease to the Company under subclause (2) of this clause; or (ii) on the determination of this Agreement pursuant to its terms whichever shall first happen. Mineral lease 3 (2) The Company may at any time after the grant to it of the said rights of occupancy and before the end of year 2 apply for a mineral lease of any part or parts (not exceeding in total area three hundred (300) square miles and in the shape of a rectangular parallelogram or rectangular parallelograms or as near thereto as is practicable) of the mining areas and thereupon the State shall cause any necessary survey to be made of the land so applied for (the cost of which survey to the State will be recouped or repaid to the State by the Company on demand after completion of the survey) and shall cause to be granted to the Company a mineral lease of the land so applied for (notwithstanding the survey in respect thereof has not been completed but subject to such corrections as may be necessary to accord with the survey when completed) for iron ore in the form of the Second Schedule hereto for a term which subject to the payment of rents and royalties hereinafter mentioned and to the performance and observance by the Company of its obligations under the mineral lease and otherwise under this Agreement shall be for a period of twenty‑one (21) years therefor with rights to successive renewals of twenty‑one (21) years upon the same terms and conditions but subject to earlier determination upon the cessation or determination of this Agreement PROVIDED HOWEVER that the Company may from time to time (without abatement of any rent then paid or payable in advance) surrender to the State any portion or portions (of reasonable size and shape) of the mineral lease. (3) If by the end of year 2 the Company has not applied for a mineral lease as hereinbefore provided this Agreement shall cease and determine subject however to the provisions of sub‑clause (13) of clause 5 and clause 22 hereof. Proposals of the Company 3 5. (1) The Company's obligations to submit proposals under sub‑clause (3) of this clause and its obligations under clause 6 paragraph (n) of sub‑clause (1) of clause 12 and clause 13 hereof shall all be subject to the condition precedent that hereafter either of the following events occurs, namely — (a) that at least fifty‑one per cent (51%) of the issued ordinary share capital of the Company ceases to be held by any one or more of Hamersley, an associated company of Hamersley or associated companies of Hamersley at a time when the Company is the holder of the rights of occupancy required to be granted under sub-clause (1) of clause 4 hereof or (after a mineral lease has been granted under sub‑clause (2) of the said clause 4) at a time when the Company is the holder of the said mineral lease; or (b) the said rights of occupancy cease to be held by the Company or any one or more of Hamersley, an associated company of Hamersley or associated companies of Hamersley (otherwise than by reason of the expiry thereof) or (after the said mineral lease has been granted as aforesaid) the said mineral lease ceases to be held by the Company or any one or more of Hamersley, an associated company of Hamersley or associated companies of Hamersley. (2) If hereafter either of the events mentioned in sub‑clause (1) of this clause occurs then — (a) Insofar as has not already been done to the satisfaction of the Minister the Company will commence forthwith and carry out at its expense (with the assistance of experienced consultants where appropriate) — (i) a reconnaissance of sites of proposed operations pursuant to the Agreement together with the preparation of suitable maps and drawings; (ii) an engineering investigation of the route for a railway from the mining areas to the port or to connect with Hamersley's existing railway (as the case may be); (iii) a study of the technical and economic feasibility of the mining transporting handling and shipping of ore from the mining areas; (iv) the planning of a suitable townsite and the development of the port townsite in consultation with the State and having due regard for use by others as well as the Company; (v) the investigation, in areas approved by the Minister of suitable water supplies for mining industrial and townsite purposes; (vi) metallurgical and market research. (b) The Company shall collaborate with and keep the State fully informed with quarterly reports as to the progress and results of the Company's operations under paragraph (a) of this sub‑clause. The Company shall furnish the Minister with copies of all reports received by it from consultants in connection with the matters referred to in paragraph (a) of this sub‑clause and with copies of all findings made and reports prepared by it. (c) If the State concurrently carries out its own investigations and reconnaissances in regard to all or any of the matters mentioned in paragraph (a) of this sub‑clause or any port site the Company 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 sub‑paragraph. (d) The Company will employ or retain or ensure that experienced consultant engineers (approved by the Minister) are employed or retained to investigate report upon and make recommendations in regard to the sites reasonably required by the Company under this Agreement for the overall development of a suitable port if necessary for the Company's operations hereunder (including the Company's wharf, areas for installations, stockpiling and other purposes in the port) but in such regard the Company will require such engineers to have full regard for the general development of the port with a view to the reasonable use by others of the port and the Company will furnish to the State copies of such report and recommendations. When submitting to the Minister detailed proposals as referred to in sub‑clause (3) of this clause hereof in regard to the matters mentioned in this paragraph the Company will so far as reasonably practicable ensure that the detailed proposals — (i) do not materially depart from the report and recommendation of such engineers; (ii) provide for the best overall development of the port so far as the same relates to the Company's activities; and (iii) disclose any conditions of user and where alternative proposals are submitted the Company's preferences in regard thereto. (3) If hereafter either of the events mentioned in sub‑clause (1) of this clause occurs but subject to the provisions of sub‑clause (10) of this clause the Company shall by the end of the period of three (3) years after the occurrence of that event (or such extended date if any as the Minister may approve) and subject to the provisions of this Agreement unless and to the extent otherwise agreed by the Minister submit to the Minister to the fullest extent reasonably practicable its detailed proposals (including plans where practicable and specifications where reasonably required by the Minister) with respect to the mining by the Company of iron ore from the mining areas (or so much thereof as shall be comprised within the mineral lease) with a view to the transport and shipment of the iron ore mined including (where applicable) the location area layout design number 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 — (a) (i) if the Company proposes initially to utilise for the shipment of iron ore the port established by Hamersley at Dampier aforesaid, provisions for expansion of that port if necessary; or (ii) if the Company proposes initially to utilise for the shipment of iron ore some other port provision for the port and port development including dredging and depositing of spoil the provision of navigational aids the Company's wharf (the plans and specifications for which wharf shall be submitted to and be subject to the approval of the State) the berth and swinging basin for the Company's use and port installations facilities and services all of which shall permit of adaptation so as to enable the use of the Company's wharf by vessels having an ore carrying capacity of not less than sixty thousand (60,000) tons; (b) the railway from the mining areas to the port of to connect with Hamersley's existing railway (as the case may be) and its proposed operation including joint user conditions (if any) fencing (if any) crossing places and grade separation (where appropriate) or other forms of acceptable protection at intersections with public roads; (c) townsite and port townsite development and services and facilities in relation thereto; (d) housing; (e) water supply; (f) generation transmission and distribution of electricity; (g) roads; (h) mining crushing screening handling transport and storage of ore; (i) air fields; (j) any leases licences or other tenures of land required form the State; (k) disposal of waste materials; (l) drainage; (m) dust control; and (n) any other works services or facilities proposed or desired by the Company. (4) The Company shall have the right to submit to the Minister its detailed proposals aforesaid in regard to a matter or matters the subject of any of the sub‑paragraphs numbered (a) to (n) inclusive of sub‑clause (3) of this clause as and when the detailed proposals become finalised by the Company PROVIDED THAT where any such matter is the subject of any one of those provisions which refer to more than one subject matter the detailed proposals will relate to and cover each of the matters mentioned in that provision. (5) If the Company proposes initially to utilise for the shipment of iron ore some port other than the said port established by Hamersley it shall notwithstanding sub‑clause (4) of this clause submit as its first proposals proposals for the site for that port and the Minister will within two (2) months after receipt of the proposals give to the Company notice of his approval thereof or otherwise. If the Minister does not approve the proposals then he shall within three (3) months after the giving of his notice submit alternative proposals for another site for the port. If the said site proposed by the Minister is not within two (2) months accepted by the Company by notice to the State the State shall as hereinafter provided permit the development and use (inter alia) for the purpose of this Agreement of a port at Legendre and the Company may within three (3) months after the expiration of the period of two (2) months last mentioned submit to the Minister proposals for the development an use of a port at Legendre as aforesaid (including proposals as to the matters mentioned in sub‑paragraph (ii) of paragraph (a) of sub‑clause (3) of this clause) and including proposals if required by the Minister or desired by the Company as to user of a port at Legendre in conjunction with others (including terms and conditions involving the participation in such development and use by another party or other parties nominated in the proposals). Within two (2) months after receipt of the proposals the Minister shall give to the Company notice of his approval or otherwise in respect thereof and shall be at liberty to specify in such notice such alterations to the proposals as are fair and reasonable having regard to the interests of the Company and any other party nominated as aforesaid (including alterations which are fair and reasonable as aforesaid and which involve the participation in such development and use by another party or other parties nominated by the Minister). If the Minister specifies any such alterations then the Company may subject to the provisions of sub‑clause (6) of this clause elect by notice to the State to refer to arbitration and then two (2) months thereafter shall refer to arbitration as provided in clause 53 hereof any dispute as to whether the alterations specified by the Minister are fair and