Iron Ore (Robe River) Agreement Act 1964 (WA)

Western Australia Iron Ore (Robe River) Agreement Act 1964 Western Australia Iron Ore (Robe River) Agreement Act 1964 Contents 1. Short title 1 2. Terms used 1 2A. Repeal of Act No. 79 of 1969, and Act and variation agreement declared inoperative 1 3. Approval of Agreement 1 3A. First variation agreement 1 3B. Second variation agreement 1 3C. Third variation agreement 1 3D. Fourth variation agreement 1 3E. Fifth variation agreement 1 4A. Variation of Agreement to increase rates of royalty 1 4B. Sixth variation agreement 1 4C. State empowered under clause 9D(9)(a) 1 4D. Seventh variation agreement 1 4E. Eighth variation agreement 1 4. Declaration as to — entry on Crown lands 1 First Schedule — Iron Ore (Robe River) Agreement Second Schedule — First variation agreement Third Schedule — Second variation agreement Fourth Schedule — Third variation agreement Fifth Schedule — Fourth variation agreement Sixth Schedule — Fifth variation agreement Seventh Schedule — Sixth variation agreement Eighth Schedule — Seventh variation agreement Ninth Schedule — Eighth variation agreement Notes Compilation table 1 Other notes 1 Defined terms Western Australia Iron Ore (Robe River) Agreement Act 1964 An Act relating to an Agreement between the State of Western Australia and Basic Materials Pty. Limited with respect to certain iron ore deposits, and for other purposes. 1. Short title This Act may be cited as the Iron Ore (Robe River) Agreement Act 1964. [Section 1 amended: No. 87 of 1987 s. 4.] 2. Terms used In this Act, unless the contrary intention appears — Agreement means the agreement a copy of which is set out in the First Schedule to this Act and, except in section 3, includes that agreement as so altered from time to time in accordance with its provisions or by any agreement between the parties thereto approved by an Act; Company has the same meaning as it has in the Agreement; eighth variation agreement means the agreement a copy of which is set forth in the Ninth Schedule to this Act; fifth variation agreement means the agreement a copy of which is set forth in the Sixth Schedule to this Act; first variation agreement means the agreement a copy of which is set forth in the Second Schedule to this Act; fourth variation agreement means the agreement a copy of which is set forth in the Fifth Schedule to this Act; second variation agreement means the agreement which is executed under the authority of section 3B of this Act; seventh variation agreement means the agreement a copy of which is set forth in the Eighth Schedule to this Act; sixth variation agreement means the agreement a copy of which is set forth in the Seventh Schedule to this Act; third variation agreement means the agreement of which a copy is set forth in the Fourth Schedule to this Act. [Section 2 amended: No. 35 of 1970 s. 3; No. 68 of 1973 s. 3; No. 37 of 1984 s. 2; No. 95 of 1985 s. 3; No. 87 of 1987 s. 5; No. 61 of 2010 s. 8; No. 61 of 2011 s. 8; No. 38 of 2024 s. 23.] 2A. Repeal of Act No. 79 of 1969, and Act and variation agreement declared inoperative (1) The Iron Ore (Cleveland‑Cliffs) Agreement Act Amendment Act 1969, is hereby repealed and shall be deemed never to have come into operation. (2) The variation agreement set forth in that Act is hereby declared never to have had any force or effect. [Section 2A inserted: No. 35 of 1970 s. 2.] 3. Approval of Agreement The Agreement is approved. 3A. First variation agreement The first variation agreement is approved on and from 31 December 1970 or on and from the 60th day after the commencement date referred to in clause 7(3) of the agreement, whichever day is the earlier. [Section 3A inserted: No. 35 of 1970 s. 4; amended: No. 68 of 1973 s. 4.] 3B. Second variation agreement The execution by the Premier of the State of Western Australia acting for and on behalf of the State of an agreement in or substantially in accordance with the form set out in the Third Schedule to this Act is authorised and when so executed is approved. [Section 3B inserted: No. 68 of 1973 s. 5.] 3C. 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 shall operate and take effect notwithstanding any other Act or law. [Section 3C inserted: No. 37 of 1984 s. 3.] 3D. Fourth variation agreement (1) The fourth variation agreement is approved and ratified. (2) The implementation of the fourth variation agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the fourth variation agreement shall operate and take effect notwithstanding any other Act or law. [Section 3D inserted: No. 95 of 1985 s. 4.] 3E. Fifth variation agreement (1) The fifth variation agreement is approved and ratified. (2) The implementation of the fifth variation agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the fifth variation agreement shall operate and take effect notwithstanding any other Act or law. [Section 3E inserted: No. 87 of 1987 s. 6.] 4A. Variation of Agreement to increase rates of royalty (1) In this section — Agreement means the agreement a copy of which is set out in the First Schedule — (a) as varied from time to time in accordance with its provisions; and (b) as varied by these agreements — (i) the first variation agreement; (ii) the second variation agreement; (iii) the third variation agreement; (iv) the fourth variation agreement; (v) the fifth variation agreement. (2) Clause 9(2)(j) 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 "aforesaid);" and inserting — aforesaid) until 30 June 2010 and thereafter at the rate of 5.625% of the f.o.b. value (computed as aforesaid); (c) in subparagraph (iv) by deleting "one shilling and sixpence (1/6d) per ton;" and inserting — 5% of the f.o.b. value (computed as aforesaid); (3) Clause 9(2)(j)(ii), (iii) and (iv) 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 9 of the Agreement in respect of any period before the commencement of the Iron Ore Agreements Legislation Amendment Act 2010 Part 10. [Section 4A inserted: No. 34 of 2010 s. 23.] 4B. Sixth variation agreement (1) The sixth variation agreement is ratified. (2) The implementation of the sixth variation agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the sixth variation agreement is to operate and take effect despite any other Act or law. [Section 4B inserted: No. 61 of 2010 s. 9.] 4C. State empowered under clause 9D(9)(a) The State has power in accordance with clause 9D(9)(a) of the Agreement. [Section 4C inserted: No. 61 of 2010 s. 9.] 4D. Seventh variation agreement (1) The seventh variation agreement is ratified. (2) The implementation of the seventh variation agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the seventh variation agreement is to operate and take effect despite any other Act or law. [Section 4D inserted: No. 61 of 2011 s. 9.] 4E. Eighth variation agreement (1) The eighth variation agreement is ratified. (2) The implementation of the eighth variation agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the eighth variation agreement operates and takes effect despite any enactment or other law. [Section 4E inserted: No. 38 of 2024 s. 24.] 4. Declaration as to — entry on Crown lands It is hereby declared that — (a) notwithstanding any other Act or law, the Company may enter upon the Crown lands referred to in clause 2(c) of the Agreement in accordance with and for the purposes therein mentioned; and (b) section 277(5) of the Mining Act 1904 1, does not apply to any renewal of the rights of occupancy granted pursuant to clause 2(a) of the Agreement; and (c) section 96 of the Public Works Act 1902, does not apply to any railway agreed to be constructed under the Agreement; and (d) the Governor may, on the recommendation of the Company, make, alter and repeal by‑laws, in accordance with and for the purposes referred to in clause 9 of the Agreement, and the by‑laws — (i) shall be published in the Gazette; (ii) shall take effect and have the force of law from the date they are so published or from a later date fixed by the order making the by‑laws; (iii) may prescribe penalties not exceeding $100 for a breach of any of the by‑laws; (iv) are not subject to section 36 of the Interpretation Act 1918 2, but shall be laid before each House of Parliament within the 6 sitting days of such House next following the publication of the by‑laws in the Gazette. [Section 4 amended: No. 113 of 1965 s. 8(1).] [5. Deleted: No. 87 of 1987 s. 7.] First Schedule — Iron Ore (Robe River) Agreement [s. 2] [Heading amended: No. 19 of 2010 s. 4.] THIS AGREEMENT under seal made the eighteenth day of November, One thousand nine hundred and sixty‑four BETWEEN THE HONOURABLE DAVID BRAND M.L.A. Premier and Treasurer 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 BASIC MATERIALS PTY. LIMITED a company incorporated under Companies Act 1961 of the State of Western Australia and having its registered office and principal place of business at 25 William Street Perth in the State of Western Australia (hereinafter called "the Company" which expression will include the successors and assigns the Company including where the context so admits the assignees and appointees of the company under clause 13 hereof) of the other part. and WHEREAS: (a) The Company is a wholly owned subsidiary of Cliffs International Inc. a Delaware Corporation registered in Western Australia as a foreign corporation under the provisions of the Companies Act 1961. Cliffs International Inc. is a wholly owned subsidiary of The Cleveland‑Cliffs Iron Company an Ohio Corporation. The Company is the holder of the Mining Areas defined in Clause 1 hereof. (b) The parties hereto believe that the mining areas contain large deposits of iron ore with an average iron content appreciably below 60% and with physical characteristics which render such iron ore unsaleable as direct shipping ore (as defined in clause 1 hereof) under the quality requirements of the world steel industry. (c) Attempts were made to improve and upgrade the said iron ore but test work indicated that either such iron ore was not amenable to then known concentrating techniques or the degree of beneficiation was very slight and consequently uneconomic. (d) Exhaustive research in Western Australia and in the United States of America (culminating in full scale pilot plant tests) satisfied the Company that iron ore pellets equal to or superior to pellets currently produced in the United States of America could be produced from this iron ore by the Pelletisation process. (e) The pelletisation process is an advanced treatment process of iron ore and requires considerable technical organisation and skill. As contrasted to mining of direct shipping ore (as defined in clause 1) the process requires extensive additional facilities and utilises a process with vastly increased technical and consumable supply and electric power requirements. The necessary pelletisation plant or plants crushing and fine grinding facilities electric power generating plant petroleum handling and storage facilities represent a very large investment which amounts to approximately one half of the total investment including port railroad mining and other facilities needed to commercially develop the iron ore deposits included in the mining areas to the extent hereinafter mentioned. (f) Power requirements are expected to amount to 75,000,000 kilo watt hours per annum for the initial plant and to increase to 225,000,000 kilo watt hours when the proposed pellet plant capacity is expanded. Fuel oil used as the fuel media for the thermal application portion of the process will amount to approximately 10,000,000 gallons per annum initially and will increase to 30,000,000 gallons per annum when the proposed production capacity is installed. Other consumable industrial supplies and materials such as iron, steel, oil and lubricants will also be used in substantial quantities. (g) Raymond International Inc. (consulting and construction Engineers) has made a feasibility study of possible port sites and railroad facilities, plant sites, townsites and necessary auxiliary facilities. (h) The Company has informed the State that it is prepared to carry out the works referred to in clause 9 hereof provided that: (i) contracts satisfactory to the Company are concluded for the sale of not less than 1,800,000 tons of iron ore pellets during the first two years from the export date (as hereinafter defined in clause 1) and not less than 3,000,000 tons in subsequent years; (ii) arrangements, satisfactory to the Company, are made for financing by any means the works referred to in clause 9 hereof; and (iii) a grant is made to the Company of a licence or licences under Commonwealth law for the export of iron ore pellets of not less than 3,000,000 tons per annum. (i) The State acknowledges that prior to the 22nd day of October 1964 an agreement was entered into between the Company and the State whereby (subject to the provisions of this agreement relating to the submission of detailed proposals and matters referred to in clause 5(2) hereof) the State had agreed to make the grants of lands referred to in clause 8(1)(b) of this Agreement and that prior to such date the State had consented to the Company making the improvements set out in clause 9 hereof on the land comprised in any lease granted by the State to the Company pursuant to this Agreement. NOW THIS AGREEMENT WITNESSETH: — Interpretation 3 1. In this Agreement subject to the context — "associated company" means — (a) any company having a paid‑up capital of not less than one million pounds (£1,000,000) 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 — (i) is a subsidiary of the parent Company within the meaning of the term "subsidiary" in section 6 of the Companies Act 1961; (ii) holds directly or indirectly not less than twenty per cent (20%) of the issued ordinary share capital of the Company; (iii) is promoted by the parent company or by any company that holds directly or indirectly not less than twenty per cent (20%) of the issued ordinary share capital of the parent company for all or any of the purposes of this Agreement and in which the parent company or such other company holds not less than twenty per cent (20%) of the issued ordinary share capital; or (iv) is related within the meaning of that term in the aforesaid section to the parent company or to any company in which the parent 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 parent company in its business or operations hereunder; "commencement date" means the date referred to as the commencement date in clause 7(3) hereof; "Commonwealth" means the Commonwealth of Australia and includes the Government for the time being thereof; "Company's wharf" means the wharf to be constructed by the Company pursuant to this Agreement for the shipment of iron ore from the mineral lease and includes the commercial wharf to be constructed by the Company for the reception of inward cargoes or (except for the purposes of definition of "harbour") other the 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; "deposits townsite" means the townsite to be established on or near the mining areas pursuant to this Agreement; "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 9(1) of this Agreement; (b) the date when the Company first exports iron ore or iron ore pellets hereunder (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 benefaction 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 and payable by the purchaser thereof to the Company or an associated company less all export duties and export taxes payable to the Commonwealth on the export of the iron ore and all costs and charges properly incurred and payable by the Company 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) all costs properly incurred in delivering the ore from port of discharge to the smelter and evidenced by relevant invoices; (5) all weighing sampling assaying inspection and representation costs; (6) all shipping agency charges after loading on and departure of ship from the Company's wharf; and (7) all import taxes by the country of the port of discharge; "harbour" means the port or harbour at or near Cape Preston or such other port or place mutually agreed on and serving the Company's wharf; "iron ore pellet contracts" means the contract or contracts referred to in clause 5(1) hereof; "iron ore pellets" means iron ore in pellet or other form produced by Pelletisation or more advanced reduction or other more advance treatment process from iron bearing material mined from the mining areas. "Land Act" means the Land Act 1933; "mineral lease" means the mineral lease referred to in clause 8(1)(a) 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 purposes of identification; "Minister" means the Minister in the Government of the said State for the time being responsible (under whatsover 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; "month" means calendar month; "notice" means notice in writing; "parent company" means and includes both Cliffs International Inc. and The Cleveland‑Cliffs Iron Company; "person" or "persons" includes bodies corporate; "plant site" means the area near the harbour at Cape Preston on which the pellet plant or plants crushing and grinding facilities stockpiling yards electric power generating plant petroleum storage and other ancillary facilities there to (or such other site as shall be approved by the State) shall be situated; "port townsite" means the townsite to be established pursuant to this Agreement near the harbour; "Ratifying Act" means the Act to ratify this Agreement and referred to in clause 3 hereof; "said State" means the State of Western Australia; "special lease" means a special lease or license 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; "ton" means a ton of two thousand two hundred and forty (2,240) lbs. net dry weight; "townsite" in relation to the townsite to be established near the harbour means a townsite (whether or not constituted and defined under section 10 of the Land Act) primarily to facilitate the Company's operations in and near the harbour and for employees of the Company and in relation to the mining areas means such a townsite or townsites or any other townsite or townsites which is or are established by the Company for the purposes of its operations and employees on or near the mining areas in lieu of a townsite constituted and defined under section 10 of the Land Act; "wharf" includes any jetty structure; "year 1" means the year next following the export 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 17 hereof to extend any period or date shall be without prejudice to the power of the Minister under the said clause 17; marginal notes shall not affect the interpretation or construction hereof 3; the phases in which it is contemplated that this Agreement will operate are as follows — (a) Phase 1 — the period from the execution hereof by the parties hereto until the commencement date; and (b) Phase 2 — the period thereafter. Obligations of the State during Phase 1 3 2. The State shall — (a) upon application by the Company at any time prior to the 31st day of March, 1965 (and surrender of the then existing rights of occupancy already granted in respect of any portions of the mining areas) 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 the rate of four pounds (4) per square mile per annum payable quarterly in advance for the period expiring on the 31st December, 1965 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 notwithstanding its currency shall expire — (i) on the date of application for a mineral lease by the Company under clause 8(1)(a) hereof; (ii) at the expiration of one month from the commencement date; (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 Company to the effect that the Company abandons and cancels this Agreement, whichever shall first happen; (b) introduce and sponsor a Bill in the Parliament of Western Australia to ratify this Agreement and endeavour to secure its passage prior to the 30th day of November, 1964; (c) to the extent reasonably necessary for the purposes of clause 5 hereof allow the Company to enter upon Crown lands (including land the subject of a pastoral lease) and survey possible sites for a plant site and harbour wharf railway townsite (both in or near the harbour and on or near the mining areas) and other areas required for the purposes of this Agreement; and (d) take the administrative steps set out in Clause 5(5)(b) hereof. Ratification and operation 3 3. (1) Clauses 8 9 10 (other than paragraphs (d) and (1) of clause 10) 11‑15 both inclusive and 17 of this Agreement shall not operate unless and until the Bill to ratify this Agreement as referred to in clause 2(b) hereof is passed as an Act before the thirtieth day of November, 1964 or such later date if any as the parties hereto may mutually agree upon. If the Bill is not so passed before that date or later date (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 except as hereinafter provided in clause 10(d) hereof. (2) If the Bill to ratify this Agreement is passed as an Act before the date or later date if any referred to in subclause (1) of this clause the following provisions of this clause shall notwithstanding the provisions of any Act or law thereupon operate and take effect namely — (a) the provisions of subclauses (1) (2) (3) and (4) of clause 8 the proviso to paragraph (a) of subclause (2) of clause 9 subclause (3) of clause 9 paragraphs (a) (f) (g) (h) (i) (k) and (m) of clause 10 and clauses 14 16 17 and 20 shall take effect as though the same had been brought into force and had been enacted by the Ratifying Act; (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 them 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 purposes of this Agreement and may lease or otherwise dispose of the same to the Company. Initial obligations of Company 3 4. The company will actively and conscientiously endeavour to conclude the contracts and make the arrangements set out in Clause 5(1) hereof and will from time to time and on request keep the State informed on these matters. Company to give notice 3 5. (1) At any time prior to the 31st December, 1965, the Company may give notice to the Minister that: (a) The Company has entered into or intends to enter into contracts satisfactory to the Company for the sale by the Company of iron ore pellets. (b) The Company has made or is about make arrangements satisfactory to the Company for financing by any means the works referred to in clause 9 hereof and that the Company proposes to proceed with the works set out in clause 9 hereof. Company to submit proposals 3 (2) The Company may at any time and shall as soon as possible after giving the notice referred to in Clause 5(1) hereof submit to the Minister: (a) to the fullest extent reasonably practicable its detailed proposals (including plans where practicable and specifications where reasonably required by the Minister) with respect so far as relevant to the mining from the mining areas (or so much thereof as shall be comprised within the mineral lease) by the Company during the three (3) years next following the commencement of such mining with a view to the transport to the plant site of iron ore the pelletisation and shipment before or after pelletisation of the iron ore mined and its outline proposals with respect to such mining during the next following seven (7) years including the location area lay‑out 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 — (i) the harbour and harbour development including dredging the 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 harbour installations facilities and services all of which shall permit of adaptation so as to enable the use of the harbour and wharf by vessels having a draught of 42 feet; (ii) the railway between the mining areas and the Company's wharf and works ancillary to or connected with the railway and its proposed operation including fencing (if any) and crossing places; (iii) townsites on the mining areas and near the harbour 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 9(2)(b) shall operate); and (vii) any other works services or facilities proposed or desired by the Company other than those set out in sub‑paragraph (b) of this subclause; and (b) the location and respective production and storage capacities of the pelletisation plant and facilities. (3) (a) If, within one (1) month of the 31st December, 1965 the Company gives notice to the Minister that it has been unable to make the contracts and arrangements set out in clause 5(1) hereof the Minister will grant such extension of time as the Company requests, up to the 31st December, 1969. (b) If an extension is granted under paragraph (a) of this subclause and if within one (1) month of the 31st December, 1969 the Company demonstrates to the reasonable satisfaction of the Minister that the Company has duly complied with its other obligations and has genuinely and actively but unsuccessfully endeavoured to make the contracts and arrangements set out in clause 5(1) hereof and the Company reasonably requires an additional period up to the 31st December, 1972 for the purpose of making such contracts and arrangements and has reasonable prospects in that regard if granted an extension the Minister will grant such extension as is warranted in the circumstances up to the 31st December, 1972. (c) If an extension is granted under paragraph (b) of this subclause then prior to the date such extension expires the Company shall give notice to the Minister whether or not it has concluded the contracts and arrangements set out in clause 5(1) hereof. If the notice is to the effect that such matters have been concluded the Company will within twelve (12) months after such notice commence and within four (4) years after commencement complete the works set out in clause 9 hereof and will be ready to commence production therefrom. If the notice is to the effect that such matters have not been concluded then the Minister may at any time after the expiration of the extension granted under paragraph (b) of this subclause give notice to the Company requiring it within twelve (12) months thereafter to conclude the iron ore pellet contracts and arrangements for finance referred to in clause 5(1) hereof and to give notice accordingly to the Minister. If the Company gives such notice the Company will within twelve (12) months of the giving of the notice commence and within four (4) years thereafter complete the construction referred to above. If the company fails to give such notice and no other agreement is made between the State and the Company in regard to the matter then at any time after the expiration of twelve (12) months from the giving of the notice by the State either party may by notice to the other terminate this agreement. (4) If the Company fails within the time or extended time as the case may be hereinbefore in this clause mentioned to give the notice referred to in subclause (1) of this clause or to submit the proposals referred to in subclause (2) of this clause or fails duly and punctually to carry out its proposals as agreed or determined hereunder and to remedy the failure within reasonable time after notice specifying the failure is given to the Company by the State (or — if the alleged failure is contested by the Company and promptly submitted to arbitration — within a reasonable time fixed by the arbitration award where the question is decided against the Company the arbitrator finding that there was a bona fide dispute and that the Company had not been dilatory in pursuing the arbitration) then subject to the provisions of clause 1