Iron Ore (Wittenoom) Agreement Act 1972 (WA)

Western Australia Iron Ore (Wittenoom) Agreement Act 1972 Western Australia Iron Ore (Wittenoom) Agreement Act 1972 Contents 1. Short title 1 2. Interpretation 1 3. Ratification of Agreement 1 3A. Variation Agreement 1 4. Entry by Joint Venturers on certain Crown lands authorised 2 5. Certain statutory provisions not to apply 2 6. By‑laws 2 Schedule 1 — Iron Ore (Wittenoom) Agreement Schedule 2 — Variation Agreement Notes Compilation table 67 Defined terms Western Australia Iron Ore (Wittenoom) Agreement Act 1972 An Act to ratify an agreement made between the State of Western Australia and Hancock Prospecting Pty. Ltd. and Wright Prospecting Pty. Ltd. relating to iron ore, and for incidental and other purposes. 1. Short title This Act may be cited as the Iron Ore (Wittenoom) Agreement Act 1972 1. 2. Interpretation In this Act, unless the contrary intention appears — Joint Venturers has the same meaning as that expression has in the Agreement; the Agreement means the agreement a copy of which is set out in Schedule 1, and if the Agreement is varied, from time to time, in accordance with the provisions of the Agreement includes the Agreement as so varied; the Variation Agreement means the agreement a copy of which is set out in Schedule 2. [Section 2 amended: No. 41 of 1992 s. 4.] 3. Ratification of Agreement The Agreement is ratified. 3A. Variation Agreement (1) The Variation Agreement is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Variation Agreement shall operate and take effect notwithstanding any other Act or law. [Section 3A inserted: No. 41 of 1992 s. 5.] 4. Entry by Joint Venturers on certain Crown lands authorised Notwithstanding any other Act or law and without limiting the effect of section 3, the Joint Venturers shall be allowed to enter upon the Crown lands referred to in paragraph (c) of subclause (1) of clause 2 of the Agreement to the extent and for the purposes provided in that paragraph. 5. Certain statutory provisions not to apply (1) Section 96 of the Public Works Act 1902 does not apply to any railway that the Joint Venturers have agreed to construct under the Agreement. (2) Section 277(5) of the Mining Act 1904 2 does not apply to any renewal of the rights of occupancy granted or to be granted pursuant to clause 2 of the Agreement. 6. By‑laws (1) The Governor may upon the recommendation of the Joint Venturers 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; (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; (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 3, 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. Schedule 1 — Iron Ore (Wittenoom) Agreement [s. 2] [Heading amended: No. 41 of 1992 s. 6; amended: No. 19 of 2010 s. 4.] THIS AGREEMENT 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 first part, and HANCOCK PROSPECTING PTY. LTD. and WRIGHT PROSPECTING PTY. LTD. companies incorporated in the State of Western Australia under the provisions of the Companies Act 1943 and each having its registered office at 251 Adelaide Terrace, Perth in the said State and carrying on business under the style or firm name of "Hancock and Wright" (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 intend to make investigations as to the iron ore reserves in the mining areas defined in clause 1 hereof and to carry out certain investigations relating to the mining, transport by rail and shipment of iron ore from the mining areas with a view to entering into a contract or contracts for the export or sale of iron ore produced from the mining areas. NOW THIS AGREEMENT WITNESSETH — Interpretation 4 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 having a paid up capital of not less than two million dollars ($2,000,000) notified in writing by the Joint Venturers 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; "B.H.P." means The Broken Hill Proprietary Company Limited or any subsidiary thereof; "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; "deposits' townsite" means the townsite established at Wittenoom or to be established elsewhere 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 of expiration of the period referred to in clause 9(1) of this Agreement; (b) the date when the Joint Venturers first export ore hereunder (other than ore shipped solely for testing purposes); (c) the date the Joint Venturers first deliver any ore sold to Hamersley. "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 Joint Venturers 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 Joint Venturers to the State or a third party from the time the ore shall be placed on ship at the Joint Venturers' 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 as 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 Joint Venturers 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 Joint Venturers may refer the matter to arbitration hereunder and unless and until such matter is resolved in favour of the Joint Venturers, 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 Joint Venturers or an associated company pursuant to an arrangement entered into between the Joint Venturers 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 Holdings Limited or any subsidiary thereof; "iron" means the product such as pig iron resulting from the reduction of iron ore or iron ore concentrates by thermal or other means whereby the iron content is increased to not less than ninety per cent (90%) and the product at some stage in the process is in a molten castable form; "iron ore concentrates" means products (whether in pellet or other form) resulting from secondary processing but does not include metallised agglomerates; "Joint Ventures' wharf" means the wharf to be constructed by the Joint Venturers pursuant to this Agreement for the shipment of ore from the mineral lease or (except for the purposes of the definition of "port") the temporary wharf for the time being approved by the Minister as the Joint Venturers' wharf for the purposes hereof during the period to which such approval relates; "Land Act" means the Land Act 1933; "metallised agglomerates" means either — (a) products resulting from reduction of iron ore or iron ore concentrates by thermal or other means whereby the iron content is increased to not less than ninety per cent (90%); or (b) products resulting from some equivalent or more advanced form of metallising process approved by the Minister; "mineral lease" means the mineral lease or mineral leases referred to in clause 8(1)(a) hereof and includes any renewal thereof; "Mining Act" means the Mining Act 1904; "mining areas" mean 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 whatsoever title) for the administration of the Ratifying Act and pending the passage 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" or "iron ore" means iron ore from the mineral lease; "person" or "persons" includes bodies corporate; "port" means the port or harbour and adjacent industrial area approved by the Minister hereunder; "port townsite" means the townsite approved by the Minister hereunder 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 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; "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" 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) lbs. net dry weight; "wharf" includes any jetty structure; 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 38 hereof to extend any period or date shall be without prejudice to the power of the Minister under the said clause 38; marginal notes shall not affect the interpretation or construction hereof 4; 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. Initial Obligations of the State 4 2. (1) The State shall — (a) forthwith (subject to the surrender of the rights of occupancy as referred to in sub‑clause (2) of this clause) cause to be granted to the Joint Venturers and to the Joint Venturers alone rights of occupancy for this purposes of this Agreement (including the sole right to search and prospect for iron ore) over the whole of mining areas under Section 276 of the Mining Act at a rental at the rate of eight dollars ($8) per square mile per annum payable quarterly in advance for the period expiring on the 31st December, 1972 and shall then and thereafter subject to the continuance of this Agreement cause to be granted to the Joint Venturers 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 to the Joint Venturers under clause 8(1)(a) hereof; (ii) at the expiration of one (1) 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 Joint Venturers to the effect that the Joint Venturers abandon and cancel 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; (c) to the extent reasonably necessary for the purposes of clauses 4 and 5 hereof allow the Joint Venturers to enter upon Crown lands (including land the subject of a pastoral lease) and survey possible sites for a port, the Joint Venturers' wharf, a railway, the deposits' townsite and for stockpiling and other areas required for the purposes of this Agreement; and (d) at the request and cost of the Joint Venturers co‑operate with the Joint Venturers in the discharge of their obligations under clause 4(1)(a) hereof. Surrender of rights of occupancy 4 (2) The Joint Venturers shall forthwith surrender all the rights of occupancy granted to the Joint Venturers under clause 2 of the Agreement made between the State and the Joint Venturers a copy of which is set out in the First Schedule of the Iron Ore (Hanwright) Agreement Act 1967‑1968 which were not surrendered pursuant to subclause (2) of clause 4 of the Agreement made between the State the Joint Venturers and Mount Bruce Mining a copy of which is set out in the Second Schedule of the Iron Ore (Hanwright) Agreement Act 1967‑1968. Ratification and Operation 4 3. (1) Paragraph (a) of sub‑clause (1) of clause 2, sub‑clause (2) of clause 2, sub‑clause (2) of this clause and the subsequent clauses (other than clauses 38 and 41 of this Agreement) shall not operate unless and until — (a) the Bill to ratify this Agreement as referred to in paragraph (b) 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; (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 none of the parties hereto will have any claim against any 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 20 hereof. (2) The following provisions of the Agreement shall notwithstanding the provisions of any Act or law operate and take effect namely — (a) the provisions of paragraph (a) of clause 2, clause 8, the proviso to paragraph (a) of sub‑clause (2) of clause 9 and clauses 14, 15, 16, 22, 23, 24, 25, 27, 28, 32, 33, 34, 37, 38, 39, 40 and 41; (b) subject to paragraph (a) of this sub‑clause 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; and (c) 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 Joint Venturers; and (d) no future Act of the said State will operate to increase the Joint Venturers' liabilities or obligations hereunder with respect to rents or royalties. 4. (1) Insofar as has not already been done to the satisfaction of the Minister the Joint Venturers will 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 iron ore deposits in the mining areas 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 from the mining areas to the port and wharf installation for the export of ore; (d) a study of the technical and economic feasibility of the mining transporting processing and shipping of ore from the mining areas; (e) the planning of suitable townsites in consultation with the State but having due regard to the general development of any port townsite and (if and to the extent applicable) the deposits' townsites for use by others as well as the Joint Venturers; (f) the investigation in areas approved by the Minister of suitable water supplies for mining industrial and townsite purposes; (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 sub‑clause (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 sub‑clause (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 sub‑clause (1) of this clause or any alternative port site 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 sub‑clause. (4) The Joint Venturers 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 Joint Venturers under this Agreement for the overall development of a suitable port if necessary for the Joint Venturers' operations hereunder (including the Joint Venturers' wharf, areas for installations, stockpiling and other purposes in the port) but in such regard the Joint Venturers 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 Joint Venturers will furnish to the State copies of such report and recommendations. When submitting to the Minister detailed proposals as referred to in clause (5)(2)(a) hereof in regard to the matters mentioned in this sub‑clause the Joint Venturers will so far as reasonably practicable ensure that the detailed proposals — (a) do not materially depart from the report and recommendation of such engineers; (b) provide for the best overall development of the port so far as the same relates to the Joint Venturers' activities; and (c) disclose any conditions of user and where alternative proposals are submitted the Joint Venturers preferences in regard thereto. Joint Venturers to submit proposals 4 5. (1) As soon as possible after the execution of this Agreement the Joint Venturers will submit to the Minister their proposals for the location and an outline of the proposed development of the port and the Minister will within one (1) month after such submission notify the Joint Venturers of his approval or otherwise or may submit an alternative proposal PROVIDED THAT in dealing with the Joint Venturers' proposals for the location and development of the port as provided in this sub‑clause the Minister shall take into consideration the possible future requirements of others who may or could be concerned in the area and no priority shall be given to the Joint Venturers for the reason that their proposals were first in time. (2) Subject to agreement being reached as to the location and development of the port then by the 30th day of June, 1973 or if the Joint Venturers satisfy the Minister that they are performing their obligations pursuant to clause 4(1) hereof and have requested an extension to the 31st day of December, 1973 then by that date or such further extended date if any as the Minister may approve or as may be determined by arbitration as hereinafter mentioned the Joint Venturers will where not already done submit subject to the provisions of this Agreement to the Minister — (a) to the fullest extent reasonably practicable their detailed proposals (including plans where practicable and specifications where reasonably required by the Minister) with respect so far as relevant to the mining areas (or so much thereof as shall be comprised within the mineral lease) by the Joint Venturers during the three (3) years next following the commencement of such mining with a view to the transport and shipment of the iron ore mined and their outline proposals with respect to such mining and production during the next following seven (7) years and including 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 — (i) the port and port development including dredging and depositing of spoil the provision of navigational aids the Joint Venturers' 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 Joint Venturers' use and port installations facilities and services all of which shall permit of adaptation so as to enable the use of the Joint Venturers' wharf by vessels having an ore carrying capacity of not less than sixty thousand (60,000) tons; (ii) the railway between the mining areas and the Joint Venturers' wharf and works ancillary to or connected with the railway and their proposed operation including joint user conditions fencing (if any) crossing places and grade separation or other form of acceptable protection at intersections with public roads; (iii) deposits' townsite and port townsite development and services and facilities in relation thereto; (iv) housing; (v) water supply; (vi) generation transmission and distribution of electricity; (vii) roads; (viii) mining crushing screening handling transport and storage of ore; (ix) air fields; (x) any leases licenses or other tenures of land required from the State; (xi) disposal of waste materials; (xii) drainage; (xiii) dust control; and (xiv) any other works services or facilities proposed or desired by the Joint Venturers and PROVIDED THAT such proposals may with the consent of the Minister and the consent of Hamersley provide for the use by the Joint Venturers of the Hamersley railway between Tom Price and Dampier and such Hamersley facilities at Dampier as Hamersley agrees to allow the Joint Venturers to use, upon reasonable terms and conditions determined by Hamersley to export six million (6,000,000) tons of iron ore during a period of four (4) years, at a rate not exceeding two million (2,000,000) tons in any one (1) year, commencing not earlier than the first day of July, 1972 and not later than the thirty‑first day of December, 1972 or as may otherwise be agreed between the Joint Venturers and Hamersley and subject to final approval or determination of such proposals under clause 6 hereof the obligations of the Joint Venturers under this clause shall be modified accordingly; (b) (subject to the provisions of sub‑clause (4) of this clause) satisfactory evidence firstly of the making or likelihood of making a suitable contract or suitable contracts for the sale by the Joint Venturers hereunder and shipment from the Joint Venturers' wharf of not less than twenty million (20,000,000) tons of iron ore over a period of ten (10) years from the export date from the mineral lease including not less than two million (2,000,000) tons in the aggregate in the first two (2) years next following the export date and not less than two million two hundred and fifty thousand (2,250,000) tons per year in each and every year of each succeeding year thereafter secondly of the availability of finance necessary for the fulfilment of the Joint Venturers' proposals under this clause and thirdly of any necessary license to the Joint Venturers from the Commonwealth to export hereunder iron ore the subject of the iron ore contracts in the quantities at the rate or rates and in the years stated in the contracts PROVIDED THAT the Joint Venturers shall not have to comply with the foregoing provisions of this paragraph relating to the export of ore if they secure a firm order for the supply of forty‑five million (45,000,000) tons of ore to Hamersley (or some substitute tonnage approved by the Minister) and also secure additional orders totalling not less than twenty million (20,000,000) tons from Hamersley and/or any other company established within the Commonwealth and approved by the Minister. (3) 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 sub‑paragraphs numbered (i) to (xiv) inclusive of paragraph (a) of sub‑clause (2) 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 sub‑paragraph which refers to more than one subject matter the detailed proposals will relate to and cover each of the matters mentioned in the sub‑paragraph PROVIDED FURTHER that the first detailed proposals submitted to the Minister relate to and cover the matters mentioned in sub‑paragraph (i) of paragraph (a) of sub‑clause (2) of this clause and that the last two detailed proposals submitted to the Minister relate to and cover the iron ore contracts and the finance necessary for the iron ore export project. (4) If the Joint Venturers should in writing and within the time later in this sub‑clause mentioned request the Minister to grant an extension or any further extension of time beyond the 30th day of June, 1973 or 31st day of December, 1973 as the case may be (or such later date if any previously granted or approved by the Minister) within which to make the iron ore contracts 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 the iron ore contracts on a competitive basis and reasonably require an additional period for the purpose of making iron 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 30th day of June, 1973 or 31st day of December, 1973 as the case may be; (b) if an extension is granted under paragraph (a) of this sub‑clause 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 sub‑clause 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 iron ore from the leased land which contracts are comparable with iron ore contracts under this Agreement 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 Venturer's 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 4 6. (1) Within two (2) months after receipt of the detailed proposals of the Joint Venturers in regard to any of the matters mentioned in clause 5(2)(a) hereof 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 8(4)(a) and (b) hereof) by others as well as the Joint Venturers but the Minister shall in any notice to the Joint Venturers disclose his reasons for any such alterations or conditions. 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 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 of three (3) months cease and determine (save as provided in clause 20 hereof) 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. (2) Within two (2) months after receipt of evidence from the Joint Venturers with regard to the matters mentioned in clause 5(2)(b) hereof to the reasonable satisfaction of the Minister the State w