Western Australia: 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 reasonable as aforesaid. If the Company refers to arbitration any such dispute but by the award on arbitration the question is decided in favour of the Minister the Company may if it considers and it can demonstrate to the reasonable satisfaction of the Minister who shall not act unreasonably that the alterations to the proposals found by the award to have been fair and reasonable nevertheless would render the Company's participation in the development and use of a port at Legendre not feasible from the point of view of the Company for any reason whatsoever (whether technical economic or otherwise) by notice to the State given within two (2) months after the award withdraw its said proposals and in that event the parties shall continue to negotiate with a view to agreeing upon a site for the port (either at Legendre or elsewhere) and the terms and conditions fair and reasonable for the development and use of the port. If the parties have not reached agreement within three (3) months then either party can terminate the negotiations. If by the award on arbitration the dispute is decided in favour of the Company the Minister shall be deemed to have approved the Company's proposal without the alteration or alterations in question. Notwithstanding the foregoing the Company may at any time prior to the time — (i) agreement is reached as aforesaid as to a site for the port (other than at Legendre); (ii) proposals submitted as aforesaid in relation to a port at Legendre are approved without alteration or are deemed to have been so approved; or (iii) two (2) months after the Minister specifies alterations to proposals submitted as aforesaid in relation to Legendre (if the Company fails to refer to arbitration as aforesaid any dispute in relation thereto) or, the Company having referred such a dispute to arbitration, after the award on arbitration (as the case may be) whichever is the earliest, elect by notice to the State to utilise for the shipment of iron ore the port established by Hamersley at Dampier aforesaid and thereupon but without prejudice to the provisions of sub‑clause (9) of this clause sub‑clauses (3) and (7) of this clause shall be read and construed as if the Company had initially proposed so to utilise the said port established by Hamersley and the Company shall submit to the Minister its detailed proposals as required pursuant to subclause (3) of this clause. (6) Notwithstanding anything contained in this Agreement the Minister's determination in respect of the Company's proposals relating to the location of the port and the proposals relating to the development of the port (insofar as such development proposals concern the development of the port for use by or in conjunction with others) and the location of the port townsite shall be final and no such determination shall be referred to arbitration by the Company. Consideration of Company's Proposals 3 (7) Within two (2) months after receipt of any of the detailed proposals required to be submitted by the Company pursuant to sub‑clause (3) of this clause (other than a proposal of the kind mentioned in subclause (5) of this clause) the Minister shall give to the Company notice either of his approval of the proposals submitted or of alterations desired thereto and in the latter case shall afford to the Company opportunity to consult with and to submit new proposals to the Minister. Within two (2) months of the receipt of the notice the Company may elect by notice to the State to refer to arbitration and within two (2) months thereafter shall refer to arbitration as provided in clause 53 hereof any dispute as to the reasonableness of the Minister's decision. If by the award on arbitration the dispute is decided against the Company then unless the Company within three (3) months after delivery of the award satisfies and obtains 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 sub‑clause (13) of clause 5 and clause 22 hereof) but if the question is decided in favour of the Company 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. Extension of time 3 (8) The arbitrator arbitrators or umpire (as the case may be) of any submission to arbitration hereunder is hereby empowered upon application by either party hereto to grant any interim extension of time or date referred to herein which having regard to the circumstances may reasonably be required in order to preserve the rights of either or both the parties hereunder and an award in favour of the Company may in the name of the Minister grant any further extension of time for that purpose. (9) Notwithstanding that under the preceding provisions of this clause any detailed proposals submitted by the Company pursuant to sub‑clause (3) of this clause are approved by the Minister or determined by arbitration award unless each and every such proposal is so approved or determined by the end of a period of three (3) years and five (5) months after the occurrence of either of the events mentioned in sub‑clause (1) of this clause or by such extended date if any as shall be granted pursuant to the provisions hereof then at any time after the end of the said period or last such extended date as the case may be the Minister may give to the Company twelve (12) months notice of intention to determine this Agreement and unless before the expiration of the said twelve (12) months period all such proposals are so approved or determined this Agreement shall cease and determine subject however to the provisions of sub‑clause (13) of clause 5 and clause 22 hereof. (10) If the Company desires to mine transport and ship iron ore from the mining areas prior to the occurrence of either of the events mentioned in sub‑clause (1) of this clause the Company shall submit to the Minister detailed proposals as aforesaid as to all of the matters mentioned in sub‑clause (3) of this clause and its time schedule for the implementation thereof and the provisions of sub-clause (5) and sub-clause (7) of this clause shall mutatis mutandis apply to the approval or determination of those proposals provided that if agreement is not reached as to any matter submitted as mentioned in the said sub‑clause (5) and sub‑clause (7) and the Company is not entitled to or fails to refer to arbitration any dispute in relation thereto or does so refer the dispute but by the award on arbitration the question is decided in favour of the Minister and if within two (2) months after the decision of the Minister or the award on arbitration the Company notifies the Minister that it does not accept the decision or award then the proposals shall be deemed not to have been approved, or determined and this Agreement shall continue as if the Company had never submitted any proposals under this sub‑clause (without prejudice to the Company's right to submit further proposals under this sub‑clause). To the extent to which the company submits proposals under this sub‑clause and those proposals are approved or determined as aforesaid the Company shall be relieved from the obligations it might hereafter have under the said sub‑clause (3) to submit proposals to the Minister and to the extent to which the Company complies with those proposals it shall be relieved from the obligation it might thereafter have under clause 6 hereof. (11) The Company may at any time after it has submitted proposals (either in compliance with its obligations under sub‑clause (3) of this clause or pursuant to sub‑clause (10) of this clause) which have been approved or determined under this clause and under which the Company proposes initially to utilise for the shipment of iron ore the port established by Hamersley at Dampier aforesaid submit to the Minister detailed proposals as aforesaid for the utilisation for the shipment of iron ore of some other port including proposals as to the matters mentioned in sub‑paragraph (ii) of paragraph (a) of the said sub‑clause (3) the provisions of sub‑clause (5) of this clause (other than the last sentence thereof) and the provisions of sub‑clause (7) of this clause (in both cases as modified by the proviso to the first sentence of sub‑clause (10) of this clause) shall mutatis mutandis apply to the approval or determination of those proposals. (12) The Company shall (except to the extent agreed with the Minister) comply with proposals submitted under sub‑clause (10) or sub‑clause (11) of this clause and approved or determined aforesaid. (13) Notwithstanding the preceding provisions of this clause, if under any arbitration under sub‑clause (7) of this clause the dispute is decided against the Company and subsequently this Agreement ceases and determines pursuant to the said sub‑clause (7) or to sub‑clause (9) of this clause the State will not for a period of three (3) years after such determination enter into a contract with any other party for the mining transport and shipment of iron ore from the mining areas on terms more favourable on the whole to the other party than those which would have applied to the Company hereunder if the question had been determined in favour of the Company. 6. Subject to the provisions of sub‑clause (10) of clause 5 hereof the Company shall by the end of the period of two (2) years after the last of the proposals submitted under sub‑clause (3) of clause 5 hereof is approved or determined as aforesaid and in accordance therewith but subject to any variation approved pursuant to clause 47 hereof and at a cost of not less than fifty million dollars ($50,000,000) construct install provide and do all things necessary to enable it to mine from the mineral lease and to transport by rail to the Company's wharf and to commence shipment therefrom in commercial quantities at an annual rate of not less than one million (1,000,000) tons or iron ore and without lessening the generality of this provision the Company shall be the end of the said period of two (2) years — (a) construct install and provide upon the mineral lease or in the vicinity thereof mining plant and equipment crushing screening stockpiling and car loading plant and facilities a power house a workshop and other things of a design and capacity adequate to enable the Company to mine handle load and deal with not less than three thousand (3,000) tons of iron ore per day; (b) actually commence to mine and transport by rail iron ore from the mineral lease so that the average annual rate during the first two (2) years shall not be less than one million (1,000,000) tons; (c) subject to the State having assured to the Company all necessary rights in or over Crown lands available for the purpose construct in a proper and workmanlike manner and in accordance with recognised standards of railways of a similar nature operating under similar conditions and along a route approved or determined under this clause (but subject to the provisions of the Public Works Act 1902 to the extent that they are applicable) the railway the subject of proposals determined or approved under this clause having a four feet eight and one‑half inch (4ft. 8½in.) gauge and including inter alia any necessary deviations, loops, spurs, sidings, crossings, points, bridges, signalling switches and other works and appurtenances and shall provide for crossing places grade separation (where appropriate) or other protective devices including flashing lights and boom gates at major road crossings or intersections with existing railways and operate such railway with sufficient and adequate locomotives freight cars and other railway stock and equipment to haul at least one million (1,000,000) tons of iron ore per annum; and (d) carry out such other works as are proposed to be carried out under the proposals as approved or determined under clause 5 hereof. Further Obligations of State 3 7. (1) As soon as conveniently may be after any proposals have been approved or determined under this Agreement the State shall in accordance with such of those proposals as require the State to accept obligations — (a) grant to the Company a lease or leases under the Mining Act or if mutually agreed a lease or leases under the Land Act (notwithstanding any of the provisions of those Acts) of such area of land for any railway proposed to be constructed under the proposals as the Company shall require at a peppercorn rental and for such term or period and on such terms and conditions (including renewal rights) as shall be reasonable having regard to the requirements of the Company hereunder and to the provisions of this Agreement (the Mining Act being deemed to be so amended varied and modified as to enable such lease or leases to be granted); Lands 3 (b) grant to the Company for such terms or periods and on such terms and conditions (including renewal rights) as subject to the proposals shall be reasonable having regard to the requirements of the Company hereunder and to the overall development and access to and use by others of lands the subject of any grant to the Company and of services and facilities provided by the Company — at peppercorn rental — special leases of Crown lands for the purposes of the townsite or railway proposed to be constructed or provided under the proposals; and at rentals as prescribed by law or as are otherwise reasonable — leases rights mining tenements reserves and licences in on or under Crown lands under the Mining Act, the Jetties Act 1926 or under the provisions of the Land Act modified as in sub‑clause (3) of this clause provided (as the case may require) as the Company reasonably requires for its works and operations hereunder including the construction or provision of railways wharves plants for the production of iron ore concentrates, metallised agglomerates, pig iron foundry iron and steel, an intergrated iron and steel industry, airstrips, roads water supplies and stone and soil for construction purposes; and Services and Facilities 3 (c) provide any services or facilities subject to the Company bearing and paying the capital cost involved if reasonably attributable to or resulting from the Company's project and operations hereunder and reasonable charges for maintenance and operation except operation charges in respect of education hospital and police services and except where and to the extent that the State otherwise agrees — subject to such terms and conditions as may be approved or determined as aforesaid PROVIDED THAT from and after the twentieth anniversary of the date hereof the Company will in addition to the rentals already referred to in this paragraph pay to the State during the currency of this Agreement after such anniversary as aforesaid a rental (which if the Company so requests shall be allocated in respect of such one or more of the special leases or other leases granted to the Company hereunder and remaining current) equal to twenty‑five (25) cents per ton on all iron ore and iron ore concentrates in respect of which royalty is payable under paragraph (h) of sub‑clause (1) of clause 12 hereof in any financial year such additional rental to be paid within three (3) months after shipment sale or use as the case may be of the iron ore and iron ore concentrates SO NEVERTHELESS that the additional rental to be paid under this proviso shall be not less than three hundred thousand dollars ($300,000) in respect of any such year and the Company will within three (3) months after expiration of that year pay to the State as further rental the difference between three hundred thousand dollars ($300,000) and the additional rental actually paid in respect of that year but any amount so paid in respect of any financial year in excess of the rental payable for that year at the rate of twenty‑five (25) cents per ton as aforesaid shall be offset by the Company against any amount payable by them to the State above the minimum amounts payable to the State under this paragraph in respect of the two (2) financial years immediately following the financial year in respect of which the said minimum sum was paid. Other Rights 3 (2) The State shall on application by the Company cause to be granted to it such machinery and tailings leases (including leases for the dumping of overburden) and such other leases licences reserves and tenements under the Mining Act or under the provisions of the Land Act modified as in sub‑clause (3) of this clause provided as the Company may reasonably require and request for its purposes under this Agreement on or near the mineral lease. (3) For the purposes of paragraph (b) of sub‑clause (1) and sub‑clause (2) of this clause section 81D of the Transfer of Land Act 1893 shall not apply and the Land Act shall be deemed to be modified by — (a) the substitution for sub‑section (2) of section 45A of the following sub‑section: (2) Upon the Governor signifying approval pursuant to sub‑section (1) of this section in respect of any such land the same may subject to this section be leased; (b) the deletion of the proviso to section 116; (c) the deletion of section 135; (d) the deletion of section 143; (e) the inclusion of a power to offer for leasing land within or in the vicinity of any townsite notwithstanding that the townsite has not been constituted a townsite under section 10; and (f) the inclusion of a power to grant leases or licences for terms or periods and on such terms and conditions (including renewal rights) and in forms consistent with the provisions of this Agreement in lieu of for the terms or periods and upon the terms and conditions and in the forms referred to in the Act and upon application by the Company in forms consistent as aforesaid in lieu of the forms referred to in the Act. (4) The provisions of sub‑clause (3) of this clause shall not operate so as to prejudice the right of the State to determine any lease licence or other right or title in accordance with the other provisions of this Agreement. (5) The State further covenants with the Company that the State — Non-interference with Company's rights 3 (a) shall not during the currency of this Agreement register any claim or grant any lease or other mining tenement under the Mining Act or otherwise by which any person other than the Company or an associated company will obtain under the laws relating to mining or otherwise any rights to mine or take the natural substances (other than petroleum as defined in the Petroleum Act 1967) within the mineral lease unless the Minister reasonably determines that it is not likely to unduly prejudice or to interfere with the operations of the company hereunder assuming the taking by the Company of all reasonable steps to avoid the interference; No resumption 3 (b) subject to the provisions of sub‑clause (2) of clause 18 hereof and subject to the performance by the Company of its obligations under this Agreement shall not during the currency hereof without the consent of the Company resume nor suffer nor permit to be resumed by any State instrumentality or by any local or other authority of the said State any of the works installations plant equipment or other property for the time being belonging to the Company and the subject of or used for the purposes of this Agreement nor any of the lands the subject of any lease or licence granted to the Company in terms of this Agreement AND without such consent (which shall not be unreasonably withheld) the State will not create or grant or permit or suffer to be created or granted by any instrumentality or authority of the State as aforesaid any road right‑of‑way or easement of any nature or kind whatsoever over or in respect of any such lands, which may unduly prejudice or interfere with the Company's operations hereunder; Labour requirements 3 (c) shall if so requested by the Company and so far as its powers and administrative arrangements permit use reasonable endeavours to assist the Company to obtain adequate and suitable labour for the construction and the carrying out of the works and operations referred to in this Agreement including suitable immigrants for that purpose; No discriminatory rates 3 (d) except as provided in this Agreement shall not impose nor permit nor authorise any of its agencies or instrumentalities or any local or other authority of the State to impose discriminatory taxes rates or charges of any nature whatsoever on or in respect of the titles property or other assets products materials or services used or produced by or through the operations of the Company in the conduct of the Company's business hereunder nor will the State take or permit to be taken by any such State authority any other discriminatory action which would deprive the Company of full enjoyment of the rights granted and intended to be granted under this Agreement; Rights to other minerals 3 (e) shall where and to the extent reasonably practicable on application by the Company from time to time grant or assist in obtaining the grant to the Company of prospecting rights and mining leases with respect to limestone dolomite and other minerals reasonably required by the Company for its purposes under this Agreement; and Consents to improvements on leases 3 (f) shall as and when required by the Company (but without prejudice to the foregoing provisions of this Agreement relating to the approval or determination of proposals submitted hereunder) consent in writing where and to the extent that the Minister considers to be reasonably justified to the Company making improvements for the purpose of this Agreement on the land comprised in any lease granted by the State to the Company pursuant to this Agreement PROVIDED THAT the Company shall also obtain any other consents legally required in relation to such improvements. (6) The Company shall not have any tenant rights in improvements made by the Company on the land comprised in any lease granted by the State to the Company pursuant to this Agreement in any case where pursuant to clause 23 hereof such improvements will remain or become the absolute property of the State. Iron Ore Concentrates 3 8. (1) The Company shall before the end of year 4 (or within such extended period not exceeding a further two (2) years as the Company satisfies the Minister that the Company reasonably requires and the Minister approves and such further or other extended period as may be determined by arbitration as hereinafter provided) — (a) submit to the Minister detailed proposals for the establishment within the said State of a plant for the production of iron ore concentrates; (b) in accordance with those proposals as finally approved or determined as hereinafter in this clause provided complete the construction of that plant at a total cost of not less than forty million dollars ($40,000,000); and (c) actually commence to produce iron ore concentrates from that plant and export those iron ore concentrates over the Company's wharf at an average annual rate during the two (2) years next following the date on which the Company first exports such iron ore concentrates in commercial quantities of not less than one million (1,000,000) tons and the Company will by the end of year 9 (or by the end of such extension of that period as is equal to the aggregate of any extension approved by the Minister pursuant to the preceding provisions of this sub‑clause and any extension determined by arbitration as hereinbefore mentioned in this sub‑clause) increase the productive capacity of such plant to a minimum to three million (3,000,000) tons or iron ore concentrates per annum. (2) The Minister shall within two (2) months of the receipt of such proposals give to the Company notice either of his approval of the proposals (which approval shall not be unreasonably withheld) or of any objections raised or alterations desired thereto and in the latter case shall afford to the Company an opportunity to consult with and to submit new proposals to the Minister. If within two (2) months of receipt of such notice agreement is not reached as to the proposals the Company may within a further period of two (2) months elect by notice to the State to refer to arbitration as hereinafter provided any dispute as to the reasonableness of the Minister's decision. If by the award on arbitration the question is decided in favour of the Company the Minister shall be deemed to have then approved the proposals of the Company. (3) The arbitrator, arbitrators or umpire (as the case may be) of any submission to arbitration hereunder is hereby empowered upon application by either party hereto to grant any interim extension of time or date referred to herein which having regard to the circumstances may reasonably be required in order to preserve the rights of either or both parties hereunder and an award in favour of the Company may in the name of the Minister grant any further extension of time for that purpose. (4) The Company may at any time notify the Minister that it desires to reduce or limit the capacity of the plant hereinbefore referred to in this clause to a capacity of five hundred thousand (500,000) tons of iron ore concentrates per annum and upon the Company so notifying the Minister — (a) sub‑clause (1) of this clause shall be read construed and take effect as if the words and figures "forty million ($40,000,000)" and "one million (1,000,000)" (where firstly and secondly appearing) therein were "twenty‑five million dollars ($25,000,000)" and "five hundred thousand (500,000)" respectively and as if the words and figures "and the Company will by the end of year 9 (or by the end of such extension of that period as is equal to the aggregate of any extension approved by the Minister pursuant to the proceeding provisions of this sub‑clause and any extension determined by arbitration as hereinbefore mentioned in this sub‑clause) increase the productive capacity of such plant to a minimum of three million (3,000,000) tons of iron ore concentrates per annum" were deleted therefrom; and (b) any proposals in relation to the said plant submitted and/or approved or determined pursuant to this clause prior to the Company so notifying the Minister shall be read construed and take effect as if they were correspondingly amended; and (c) clause 10 hereof shall come into operation. (5) Notwithstanding anything hereinbefore contained in this clause if the Company can demonstrate to the satisfaction of the Minister that it is able to construct the said plant for the production of iron ore concentrates in accordance with proposals submitted pursuant to this clause as approved or determined for a sum less than forty million dollars ($40,000,000) or if the Company has notified the Minister pursuant to sub‑clause (4) of this clause for a sum less than twenty‑five million dollars ($25,000,000) the Minister may in his discretion approve a lesser sum which shall then be substituted for the sum of forty million dollars ($40,000,000) or the sum of twenty‑five million dollars ($25,000,000) as the case may be. (6) Notwithstanding anything to the contrary contained or implied in this Agreement if the capacity of Hamersley's existing pelletising plant is, or from time to time hereafter increases beyond two million (2,000,000) tons per annum — (a) each of the capacities mentioned in sub‑clause (1) and sub‑clause (4) of this clause shall from time to time be reduced by the amount of the excess above two million (2,000,000) tons to the intent (inter alia) that — (i) if prior to the end of the period first mentioned in sub‑clause (1) of this clause (as extended as therein provided) the capacity of Hamersley's said plant is or hereafter increases to at least two million five hundred thousand (2,500,000) tons per annum and (whether before or after such increase) the Company notifies the Minister pursuant to the said sub‑clause (4) the Company shall not have any obligation whatsoever under this clause; (ii) if prior to the end of the period last mentioned in sub‑clause (1) of this clause (as extended as therein provided) the capacity of Hamersley's said plant is or hereafter increases to at least three million (3,000,000) tons per annum but not to five million (5,000,000) tons per annum but the Company does not notify the Minister pursuant to the said sub‑clause (4) the only obligation of the Company under this clause will be to complete, within the said State and by the end of the said period (extended as aforesaid) the construction of a plant for the production of iron ore concentrates having a productive capacity equal to the difference between the annual capacity of Hamersley's said plant as increased from time to time and five million (5,000,000) tons per annum; and (iii) if prior to the end of the period last mentioned in sub‑clause (1) of this clause (as extended as therein provided) the capacity of Hamersley's said plant is or hereafter increases to at least five million (5,000,000) tons per annum then the Company will not have any obligation whatsoever under this clause notwithstanding that it does not notify the Minister pursuant to the said sub‑clause (4); (b) each of the amounts of forty million dollars ($40,000,000) and twenty‑five million ($25,000,000) previously mentioned in this clause shall be reduced by such amount as is mutually agreed or failing agreement, as is determined by arbitration pursuant to clause 53 hereof; and this clause shall be read construed and take effect accordingly. Company may make use of certain plant and facilities established by Hamersley 3 9. Notwithstanding anything to the contrary contained or implied in this Agreement any proposals submitted pursuant to clause 5 hereof may be proposals involving (as may be agreed by the Company with Hamersley) the use of all or any of the following, namely, the port established by Hamersley at Dampier in the said State, the channel, wharf, berth, swinging basin, port installations, airstrip, townsite, road, facilities and services established or to be established by Hamersley at Dampier, the whole or part of Hamersley's existing railway from Tom Price to Dampier (including any extension thereof from Tom Price to Paraburdoo) and any locomotives, freight cars and other railway stock or equipment now or thereafter provided by Hamersley and subject to approval or determination of such proposals under clause 5 hereof, the obligations of the Company under the said clause 5 shall be modified accordingly. Substitution of 1,000,000 tons metallised agglomerates capacity for 2,500,000 tons iron ore concentrates capacity 3 10. If the Company gives notice to the Minister as provided in sub‑clause (4) of clause 8 hereof then — (1) The Company will before the end of year 6 (or such extended date if any as the Minister may approve) submit to the Minister detailed proposals for the establishment within the said State of plant for the production of metallised agglomerates containing provision that such plant will by the end of year 8 (or by the end of such extension of that period approved by the Minister pursuant to the preceding provision of this sub‑clause) have the capacity to produce not less than one million (1,000,000) tons of metallised agglomerates annually. Such capacity shall be additional to the respective capacities in respect of which the Company may be obliged to submit proposals pursuant to clause 32 hereof. (2) The Minister shall within two (2) months of receipt of proposals pursuant to sub‑clause (1) of this clause give to the company notice either of his approval of those proposals (which approval shall not unreasonably be withheld) or of any objections raised or alterations desired thereto and in the latter case shall afford the Company an opportunity to consult with and to submit new proposals to the Minister. If within two (2) months of receipt of such notice, agreement is not reached as to the proposals the Company may within a further period of two (2) months elect by notice to the State to refer to arbitration as provided in clause 53 of this Agr