Western Australia: Iron Ore (Rhodes Ridge) Agreement Authorisation Act 1972 (WA)

Western Australia Iron Ore (Rhodes Ridge) Agreement Authorisation Act 1972 Western Australia Iron Ore (Rhodes Ridge) Agreement Authorisation Act 1972 Contents 1. Short title 1 1A. Terms used 1 2. Execution of agreement authorised 1 3. Executed agreement to operate and take effect 1 4. Variation of Agreement to alter rates of royalty 1 5. 2024 Variation Agreement ratified and implementation authorised 1 6. State empowered 1 7. Effect on other laws 1 Schedule 1 — Iron Ore (Rhodes Ridge) Agreement Schedule 2 — 2024 Variation Agreement Notes Compilation table 1 Defined terms Western Australia Iron Ore (Rhodes Ridge) Agreement Authorisation Act 1972 An Act to authorise the execution on behalf of the State of an agreement with Rhodes Ridge Mining Co. Ltd., Hancock Prospecting Pty. Ltd., Wright Prospecting Pty. Ltd., and Texas Gulf Inc. relating to the exploration for, and the development and treatment of, iron ore and for incidental and other purposes. 1. Short title This Act may be cited as the Iron Ore (Rhodes Ridge) Agreement Authorisation Act 1972. 1A. Terms used In this Act — 2024 Variation Agreement means the agreement a copy of which is set out in Schedule 2; current Agreement means the agreement referred to in section 2 as varied — (a) from time to time in accordance with its provisions; and (b) by the Iron Ore Agreements Legislation Amendment Act 2010 Part 9; and (c) by the 2024 Variation Agreement. [Section 1A inserted: No. 38 of 2024 s. 4.] 2. Execution of agreement authorised The execution by the Premier of the State of Western Australia acting for and on behalf of the State of an agreement in or substantially in accordance with the form set out in Schedule 1 is authorised. [Section 2 amended: No. 38 of 2024 s. 5.] 3. Executed agreement to operate and take effect When the agreement referred to in section 2 is duly executed by all the parties thereto, the agreement shall, subject to its provisions, operate and take effect as though those provisions were enacted in this Act. 4. Variation of Agreement to alter rates of royalty (1) In this section — Agreement means the agreement referred to in section 2 as varied from time to time in accordance with its provisions. (2) Section 21.01 of the Agreement is varied — (a) in paragraph (b) by deleting "seven and one half percentum (7½%)" and inserting — 5.625% (b) in paragraph (c) by deleting "fifteen cents ($0.15) per ton." and inserting — 5% of the FOB revenue (computed as aforesaid). (c) in paragraph (d)(ii) by deleting "fifteen cents ($0.15) per ton." and inserting — 5% of the FOB revenue (computed as aforesaid). (3) Section 21.01(b), (c) and (d)(ii) of the Agreement as varied by subsection (2) operate and take effect despite — (a) any other provision of the Agreement; and (b) any other agreement or instrument; and (c) any other Act or law. (4) Nothing in this section affects the amount of royalty payable under section 21.01 of the Agreement in respect of any period before the commencement of the Iron Ore Agreements Legislation Amendment Act 2010 Part 9. [Section 4 inserted: No. 34 of 2010 s. 21.] (5) Nothing in this section affects the amount of royalty payable under section 21.01 of the current Agreement in respect of any period after the commencement of the Iron Ore Agreements Legislation Amendment Act 2024 Part 2. [Section 4 amended: No. 38 of 2024 s. 6.] 5. 2024 Variation Agreement ratified and implementation authorised (1) The 2024 Variation Agreement is ratified. (2) The implementation of the 2024 Variation Agreement is authorised. [Section 5 inserted: No. 38 of 2024 s. 7.] 6. State empowered The State has power in accordance with section 10.05(a) of the current Agreement. [Section 6 inserted: No. 38 of 2024 s. 7.] 7. Effect on other laws (1) The current Agreement operates and takes effect despite any enactment or other law. (2) If a provision of the agreement referred to in section 2 or the 2024 variation agreement expressly or by implication purports to modify or exclude the application or operation of an enactment for a purpose or in relation to a person or thing, the application or operation of the enactment is modified or excluded for that purpose, or in relation to that person or thing, to the extent or for the period mentioned in the provision or necessary for the provision to have effect. (3) To avoid doubt, it is declared that the provisions of the Public Works Act 1902 section 96 do not apply to a railway constructed under the current Agreement. (4) This section does not limit or otherwise affect the application of the Government Agreements Act 1979. [Section 7 inserted: No. 38 of 2024 s. 7.] Schedule 1 — Iron Ore (Rhodes Ridge) Agreement [s. 2] [Heading inserted: No. 38 of 2024 s. 8.] AN AGREEMENT MADE and executed this day of One thousand nine hundred and seventy‑two BETWEEN THE HONOURABLE JOHN TREZISE TONKIN, MLA, THE PREMIER OF THE STATE OF WESTERN AUSTRALIA acting for and on behalf of the said State and its instrumentalities from time to time (hereinafter called "the State") of the first part RHODES RIDGE MINING CO. LTD. a company incorporated in the State of Delaware in the United States of America and having its executive offices situate at the 55th Floor, 200 Park Avenue New York in the United States of America and registered in the State of Western Australia and having its registered office there situate at the 2nd Floor, 7 Havelock Street West Perth, HANCOCK PROSPECTING PTY. LTD. a company incorporated in the State of Western Australia and having its registered office situate at the 14th Floor Lombard House, 251 Adelaide Terrace Perth in that State and WRIGHT PROSPECTING PTY. LTD. a company incorporated in the State of Western Australia and having its registered office situate at the 14th Floor Lombard House, 251 Adelaide Terrace Perth aforesaid (hereinafter called "the Joint Venturers" which expression shall where the context so admits or requires extend to and include the Joint Venturers jointly and each of them severally their and each of their successors and permitted assigns and appointees) of the second part and TEXAS GULF INC. a company incorporated in the State of Texas in the United States of America and having its executive offices situated at the 55th Floor, 200 Park Avenue, New York aforesaid and having an address for the service of notices in the State of Western Australia at the 2nd Floor, 7 Havelock Street, West Perth aforesaid (hereinafter called "the Guarantor" which expression shall where the context so admits or requires extend to and include the Guarantor and also its successors and assigns) of the third part being the Agreement referred to in Section 2 of the enabling Act. WHEREAS: (a) For some time prior to the execution hereof exploration and investigations have been carried out as to the possibility of the mining areas hereinafter defined containing large deposits of iron ore and as a result of such exploration and investigation the parties hereto believe that in the mining areas there are substantial deposits of iron ore having an average grade of 60% Fe or better and certain lesser deposits of limited size of higher grade that may after further study be found to be useable as blending ore in conjunction with lower grade iron ores which may exist within the mining areas or elsewhere. (b) Research has been and is still being conducted by the Joint Venturers in both Australia and the United States of America with the object of establishing satisfactory ore crushing screening upgrading and pelletising procedures that could be used in the treatment of iron ore from the said deposits. (c) The Joint Venturers have also prior to the execution hereof caused preliminary engineering studies to be made as to the construction of a railway between the mining areas and a port site in or in the vicinity of the area between Dampier and Cape Lambert and the development of such a port site. (d) The said Rhodes Ridge Mining Co. Ltd. is a wholly owned subsidiary of the Guarantor which as the parent company has agreed to guarantee to the State performance by the said Rhodes Ridge Mining Co. Ltd. of its obligations hereunder upon and subject to the terms and conditions of the guarantee hereinafter contained. THEREFORE IT IS MUTUALLY AGREED between the State and the Joint Venturers as follows: — PART I Preliminary CLAUSE I SECTION 1.01 DEFINITIONS In this Agreement unless the context otherwise admits or requires each of the following words has the meaning hereby respectively assigned to that word namely — "apply", "approve", "approval", "consent", "certify", "direct", "notify", "require" or "request" means apply, approve, approval, consent, certify, direct, notify, require or request in writing, as the case may be; "assignee" means an associated company or a third party in whose favour the Joint Venturers jointly have or any of them has executed an assignment subletting or other disposition pursuant to paragraph (a) of Section 25.04 and includes an associated company or third party in whose favour an appointment has been made pursuant to paragraph (b) of Section 25.04. "associated company" means — (a) any company notified in writing by the Joint Venturers or any of them to the Minister which has a paid‑up capital of not less than two million dollars ($2,000,000) and 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 percentum (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 percentum (20%) of the issued ordinary share capital and — (b) any other company which is nominated by the Joint Venturers or any of them and of which the Minister approves as an associated company for the purposes of this Agreement. "commencement date" means the date on which this Agreement is executed by all parties hereto; "Commonwealth" means the Commonwealth of Australia and includes the Government thereof for the time being; "direct shipping ore" means iron ore which has an average pure iron content of not less than sixty percentum (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; "enabling Act" means the Act of Parliament of the said State entitled "Iron Ore (Rhodes Ridge) Agreement Authorization Act 1972"; "export date" means the date on which the ship carrying the first shipment of iron ore products shipped by the Joint Venturers under this Agreement (other than iron ore shipped solely for testing purposes) sails from the port at which it has been loaded; "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 sum of money remaining after deducting from the amount of the gross purchase price (net of any amounts which the purchaser is entitled to deduct from the gross purchase price by way of penalty or otherwise for any defect in quality quantity or delay in delivery) payable to the Joint Venturers or an associated company by a purchaser thereof in respect of a specified quantity of iron ore products sold by the Joint Venturers or the associated company to the purchaser for shipment beyond the Commonwealth the following items of cost namely — all export duties and export taxes payable on the iron ore products sold and shipped and all other costs and charges properly incurred and payable in respect of the iron ore products by the Joint Venturers or the associated company to the State or a third party between the point in time when the iron ore products are placed on ship at the Joint Venturers' wharf and the point in time when the iron ore products are delivered to and accepted by the purchaser there being included in such other costs and charges — (1) ocean freight; (2) marine insurance; (3) port and handling charges at port of discharge; (4) costs of delivery from port of discharge to a smelter nominated by the purchaser; (5) weighing, sampling, assaying, inspection and representation costs incurred on discharge or delivery; (6) shipping agency charges; (7) import taxes payable to the country of the port of discharge; (8) demurrage incurred after loading and at port of discharge; (9) such other costs and charges as the parties (having regard inter alia to such matters as the parties to and the bona fide nature of the transaction as the result of which the cost or charge was incurred) shall mutually agree to include or failing agreement as fixed by arbitration as hereinafter provided. For the purpose of this definition — (a) the Minister may from time to time in respect of any of the costs or charges mentioned in items (1) to (8) (inclusive) above incurred in relation to any particular shipment or sale notify the Joint Venturers in writing that he does not regard the cost or charge as being properly incurred and in that event should the Joint Venturers disagree with the Minister's decision they may refer the matter in question to arbitration as hereinafter provided but unless and until it is otherwise determined such cost or charge shall be treated as being not properly incurred and if otherwise determined the State will refund to the Joint Venturers any royalty paid by the Joint Venturers on the basis that the charge was not properly incurred; (b) unless and until the Minister determines that the same is a cost or charge coming within the category of those mentioned in item (9) above a cost or charge mentioned in any of the said items (1) to (8) (inclusive) which 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 shall be treated as being not properly incurred; (c) in the event of the parties failing to agree to the inclusion of a cost or charge which might be included pursuant to item (9) and referring the same to arbitration then unless and until it is otherwise determined such cost or charge shall be excluded but if it is determined that the same should be included the State will refund to the Joint Venturers any royalty paid by reason of the same having been excluded. "iron ore" means iron ore from the mineral lease; "iron ore concentrates" means products (whether in pellet or other form) resulting from secondary processing but does not include metallised agglomerates; "iron ore pellets" means iron ore in pellet or other form produced by pelletisation or a more advanced reduction or other treatment or process from iron ore mined on the mineral lease; "iron ore products" is an inclusive term covering iron ore of all grades obtained from the mineral lease and also all products produced by secondary processing any part of such iron ore; "Joint Venturers' wharf" means any wharf utilised by the Joint Venturers for the purpose of shipping iron ore products produced as the result of the operation of this Agreement and whether the same be a wharf constructed by or on behalf of the Joint Venturers a wharf used by the Joint Venturers in conjunction with another or others (including the State) or any temporary structure approved by the Minister as the Joint Venturers' wharf for the time being for the purposes of this Agreement; "Land Act" means the Land Act 1933; "locally used ore" means iron ore used by the Joint Venturers or an associated company within the Commonwealth for secondary processing or in an integrated iron and steel industry or any plant for the production of steel; "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%); "mineral lease" means the mineral lease referred to in Section 9.01 and includes any renewal thereof and according to the requirements of the context shall describe the area of land demised as well as the instrument by which it is demised; "mine townsite" means a townsite or townsites established by the Joint Venturers on or near the mining areas pursuant to this Agreement and may include any existing townsite approved by the Minister; "Mining Act" means the Mining Act 1904; "mining areas" means the land described in the "particulars of mining areas" appended to Section 3.02; "Minister" means the Minister of the Government of the said State for the time being responsible for the administration of this Agreement; "Minister for Mines" means the Minister in the Government of the said State for the time being responsible for the administration of the Mining Act and includes any other Minister in the said Government for the time being temporarily undertaking such responsibility; "Minister for Works" means the Minister for Works in the Government of the said State or such other member of the Executive Council as the Governor may appoint to administer the Rights in Water and Irrigation Act 1914; "month" means calendar month; "mortgagee" means an associated company or a third party in whose favour the Joint Venturers jointly have or any of them severally has executed a mortgage or charge pursuant to paragraph (a) of Section 25.04; "notice" means notice in writing; "ore" means iron ore; "parties" means the parties to this Agreement of the first and second parts; "person" or "persons" includes bodies corporate; "the port" means and is primarily used to designate the new port to be established in implementation of proposals made by the Joint Venturers pursuant to Clause V whether the same be established by the Joint Venturers exclusively or by them in conjunction with another or others (including the State) and should no such new port be established the term means any existing port developed or used by the Joint Venturers for the purposes of this Agreement by arrangement with another or others (including the State) and in either case the term extends to and includes as well as the land upon which the Joint Venturers' wharf is erected also the adjacent land serving the Joint Venturers' wharf and the adjacent land on which it is proposed to locate or on which could be located or in fact is located secondary and tertiary processing plants crushing grinding and screening facilities stockpiling yards electric power generating plant petroleum storage and other ancillary facilities; "port townsite" means the townsite to be expanded or developed near the port; "said State" means the State of Western Australia; "secondary processing" means the concentration or other beneficiation of iron ore otherwise than by crushing or screening and includes thermal electrostatic magnetic and gravity processing and the production of pellets iron ore concentrates metallised agglomerates and sponge iron; "tertiary processing" means the production of pig iron by blast furnace smelting and the production of steel by any means whatsoever; "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; "Transfer of Land Act" means the Transfer of Land Act 1893; "wharf" includes any jetty structure; "Year 1" means the year next following the export date and "year" followed immediately by any other numeral has a corresponding meaning. SECTION 1.02 CAPTIONS (a) The captions of the Parts into which this Agreement is divided and the Schedule to this Agreement and each plan or other document referred to in this Agreement which is marked by the parties for identification are part of this Agreement. (b) The Table of Clauses included in this Agreement and the captions of the Clauses and any headings to sections are for convenience only and do not constitute part of this Agreement and the same are not to be deemed to define or limit any of the terms of this Agreement nor to be construed as giving any indication as to how such terms are to be construed or interpreted. SECTION 1.03 CONSTRUCTION (a) References to money are to be construed as referring to Australian currency. (b) References to an Act are to be construed as referring to the amendments to such Act for the time being in force and also to any Act passed in substitution therefor or in lieu thereof and also to the regulations for the time being in force thereunder. (c) Where any provision of this Agreement constitutes an agreement or undertaking by one of the parties to make a payment or to perform some act or to carry out some obligation or to assume some responsibility or liability or to grant some right concession or advantage that party by its execution hereof will be deemed to have covenanted and agreed with the other party accordingly. (d) By virtue of Section 3 of the enabling Act this Agreement operates and takes effect as from the commencement date according to the tenor of the provisions thereof notwithstanding the provisions of any other relevant existing Act of the said Parliament and of any rule or law to the contrary. (e) The State and the Minister will be deemed to have power and authority to exercise all such powers and discretions and to do all such other acts matters and things as may be required or be necessary to be exercised or done in order to carry out and give effect to the provisions of this Agreement and in particular the State and the Minister will be deemed to have power — (i) to close or vary the alignments or boundaries of any public road and — (ii) to resume as and for a public work any land or other estate right or interest in land. SECTION 1.04 EXISTING ACTS For the purposes of this Agreement (and for those purposes only) the provisions of any relevant existing Act will be deemed to be modified or amended to the extent necessary to enable this Agreement to be given full force and effect and in particular without limiting the generality of the foregoing the Acts mentioned in Sections 1.05 to 1.08 inclusive shall be deemed to be amended to the extent indicated therein. SECTION 1.05 MINING ACT The Mining Act will be deemed amended as if Sections 277 and 282 thereof were both deleted therefrom. SECTION 1.06 LAND ACT The Land Act will be deemed amended as if — (a) subsections (1) and (2) of Section 45A thereof were deleted therefrom and the following substituted therefor — 45A (1) Notwithstanding anything contained in the last preceding Sections of this Part (Part IV) of this Act the Governor may dispense with the requirements thereof as to the sale of town or country lands and may approve of any lot being offered for sale or for leasing in the manner prescribed in subsection (2) of this Section. (2) Upon the Governor signifying approval pursuant to subsection (1) of this Section in respect of any such lands the Minister may offer the said lands or any part thereof for sale or may grant leases or licences thereof for such price or prices and for such period or periods (including rights of renewal) and upon and subject to such other terms and conditions and in such form as the Minister may think fit provided that the price period or other terms and conditions shall not be inconsistent with the provisions of any agreement executed by the Premier of the State of Western Australia acting for and on behalf of the said State pursuant to the authority in that behalf given by an Act of the Parliament of the said State. ; (b) the proviso to Section 116 thereof was deleted therefrom; (c) Sections 135 and 143 thereof were deleted therefrom. SECTION 1.07 PUBLIC WORKS ACT The Public Works Act will be deemed amended as if subsections (2) to (7) inclusive of Section 17 thereof and also the whole of Section 17A thereof were all deleted therefrom. SECTION 1.08 FLOATING CHARGES Section 82 of the Mining Act and Section 81D of the Transfer of Land Act will be deemed not to apply to a mortgage or charge in the form commonly known as a floating charge given by the Joint Venturers or an associated company pursuant to Section 25.04 or to a transfer or assignment in exercise of a power of sale contained in any such mortgage or charge. SECTION 1.09 PARTITION No lease sub‑lease licence or other title or right granted or assigned under or in pursuance of this Agreement shall be subject to or capable of partition and accordingly the provisions of Part XIV of the Property Law Act 1969, will be deemed not to apply thereto. PART II Feasibility Studies and Preparation of Proposals CLAUSE II SECTION 2.01 INVESTIGATIONS AND STUDIES Beginning as soon as practicable after the commencement date the Joint Venturers will diligently and expeditiously explore and investigate the mining areas hereinafter mentioned (which operations are herein referred to as "the investigations") with the view to preparing and submitting to the State as soon as practicable feasibility studies (herein referred to as "the studies") as to the various aspects of the development of the mining areas for the mining of iron ore and the treatment and processing thereof and also with a view to making to the State detailed proposals as to such development as hereinafter provided. SECTION 2.02 STATE ASSISTANCE The State will afford the Joint Venturers all such reasonable assistance as they may require during the course of the investigations and the studies to enable them to complete the same and to that end will furnish such advice and commentaries as the Joint Venturers may require and as may be reasonably practicable for the State so to do. CLAUSE III SECTION 3.01 ENTRY ON CROWN LANDS To the extent reasonably necessary for the purpose of the investigations and studies and subject to the adequate protection of the environment (including flora and fauna) the State will permit the Joint Venturers to enter into and upon Crown land other than the mining areas (including the lands the subject of a pastoral lease) and to survey possible sites for their proposed operations under this Agreement. SECTION 3.02 RIGHT OF OCCUPANCY As soon as practicable after the commencement date the State will cause the Minister for Mines in exercise of the power in that behalf conferred by Section 276 of the Mining Act to temporarily reserve from occupation the land more particularly described in the "particulars of mining areas" appended to this Section and with the approval of the Governor to authorise the Joint Venturers to temporarily occupy such land (the right of the Joint Venturers so to do pursuant to such authority being hereinafter referred to as "the right of occupancy") for the period and upon and subject to the terms and conditions hereinafter mentioned. PARTICULARS OF MINING AREAS ALL those pieces of land (containing in the aggregate an area of 322 square miles or thereabouts) being those portions of the land the subject of Temporary Reserves 4192H, 4193H, 4266H, 4267H, 4737H, 4881H, 4882H, 4883H, and 4884H, as are delineated and coloured green in the plan marked 'A' signed by or on behalf of the parties hereto for the purpose of identification. SECTION 3.03 SURRENDER OF EXISTING RIGHTS The right of occupancy will be granted subject to the condition precedent that the Joint Venturers acquire by transfer all existing rights of occupancy in to or in respect of the mining areas and surrender the same to the Crown. SECTION 3.04 SURVEY (a) The Location boundaries and other dimensions of the mining areas other than Temporary Reserves 4193H, 4881H and 4884H have been ascertained and fixed by and the area thereof calculated following upon a survey of such land made on behalf of the Joint Venturers at their cost and expense prior to the commencement date which said survey has been approved by the State for the purposes of this Agreement and used in the preparation of the plan marked 'A' mentioned in Section 3.02. (b) The location boundaries and other dimensions of the land comprised in Temporary Reserves 4193H, 4881H and 4884H will be ascertained and fixed by and the area thereof calculated following upon a survey of such land made by or on behalf of the State at the cost and expense of the Joint Venturers as soon as practicable after the commencement date. SECTION 3.05 OCCUPANCY PERIOD Subject as provided in Section 3.06 the period of the right of occupancy will be a fixed period expiring twelve months after the commencement date or on the date of the granting of the mineral lease pursuant to Section 9.01 (notwithstanding that the instrument of such lease may not be issued) whichever is the earlier date. SECTION 3.06 OCCUPANCY RENEWAL If at any time within one (1) month prior to the expiration of the period of the right of occupancy (whether the period be that mentioned in Section 3.05 or any renewed period granted pursuant to this Section) the Joint Venturers make a written request to the State that the said period be renewed the State will cause the Minister for Mines to renew the same for such period (not exceeding twelve months on any one occasion) and upon and subject to the same terms and conditions but (unless the State shall otherwise agree) the period of the right of occupancy will not be renewed beyond the fifth anniversary of the commencement date and will expire at noon on that date. SECTION 3.07 CONSIDERATION FOR OCCUPANCY The Joint Venturers will on the commencement date and thereafter on the first and every subsequent anniversary of the commencement date during the continuance of the period of the right of occupancy pay to the State as consideration for the right of occupancy in advance an annual fee of $1,000 for each Temporary Reserve comprised in the mining areas and also $26.00 for each square mile or part of a square mile of the mining areas for the time being subject to the right of occupancy. SECTION 3.08 OTHER CONDITIONS OF OCCUPANCY Subject as otherwise provided in this Clause (Clause III) the right of occupancy may be granted or renewed upon and subject to such terms and conditions not inconsistent with the provisions for the time being of the Mining Act as the parties mutually agree and of which the Governor may approve. SECTION 3.09 DETERMINATION OF OCCUPANCY The right of occupancy will forthwith cease and determine on the happening of any of the following events namely — (a) upon the Joint Venturers by notice to the Minister relinquishing the same; or (b) upon the initial or any renewed period thereof expiring by effluxion of time; or (c) upon the State granting to the Joint Venturers a mineral lease pursuant to section 9.01 (notwithstanding that the instrument of such lease may not be issued); or (d) upon the Joint Venturers making default in the due and punctual payment of any annual fee payable pursuant to Section 3.07 and failing to comply with a notice from the State specifying such default and calling upon the Joint Venturers to remedy the same within a period of fourteen (14) days of the service of such notice, or (e) upon the Joint Venturers making default in the due performance or observance of any of the other of the terms and conditions upon and subject to which the right of occupancy was granted and failing to comply with a notice from the State specifying such default and calling upon the Joint Venturers to remedy the same within a period of fourteen (14) days of the service of such notice. CLAUSE IV SECTION 4.01 JOINT VENTURERS INVESTIGATIONS In the course of the investigations and the studies the Joint Venturers will insofar as they have not already done so to the reasonable satisfaction of the Minister commence forthwith and carry out at their expense (with the assistance of experienced consultants where appropriate) the following — (a) a thorough geological and (as necessary) geophysical investigation and proving of the iron ore deposits in the mining areas and the testing and sampling of such deposits; (b) a reconnaissance of sites of the operations proposed pursuant to this 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 or (in consultation with the owner) to connect with any existing or proposed railway operated or to be operated by any other party under an agreement with the State; (d) a general survey and preliminary engineering investigation of possible port sites in the general Cape Lambert‑Dampier area including Legendre Island; (e) a study of the technical and economic feasibility of the mining transporting handling and shipping of iron ore from the mining areas; (f) the planning and development of a suitable mine townsite and a suitable port townsite in consultation with the State having due regard as to the possible or probable use of the same by others as well as the Joint Venturers; (g) the investigation, in areas indicated by the Minister of suitable water supplies for mining industrial and mine townsite purposes; (h) metallurgical and market research; (i) a thorough assessment of the environmental impact likely to result from operations pursuant to this Agreement together with details of the measures proposed for the treatment of such effects; SECTION 4.02 PORT INVESTIGATIONS After consultation with the Minister concerning the result of the investigations and surveys mentioned in Section 4.01(d) the Joint Venturers will employ or retain experienced consultant engineers acceptable to the State to investigate report upon and make recommendations as to the best overall development of a port at such location as appears to be the location most suitable as the subject of the investigations report and recommendations contemplated by this Section 4.02. The Joint Venturers will require such engineers when making such report and recommendations to have full regard for the general development of the port with a view to its reasonable use by others and the Joint Venturers will furnish to the State copies of such reports and recommendations. When submitting to the Minister pursuant to Section 5.02 detailed proposals in regard to the matters mentioned in this Section 4.02 the Joint Venturers will so far as reasonably practicable ensure that the detailed proposals — (a) do not materially depart from the reports and recommendations of such engineers; (b) provide for the best overall development of the port so far as the same relates to the Joint Venturers' activities; (c) disclose any conditions of user; and (d) where alternative proposals are submitted the Joint Venturers' preferences in regard thereto. SECTION 4.03 REPORTS TO STATE The Joint Venturers will collaborate with and keep the State fully informed as to the progress and results of the investigations and studies and in particular as to the carrying out of the operations as to the matters mentioned in Sections 4.01 and 4.02. For that purpose the Joint Venturers will at least once in every quarter submit to the State a comprehensive report of such progress and results and if and when the Minister may reasonably require furnish the Minister with copies of all relevant reports made by consultants and of all findings and conclusions made by the Joint Venturers as the result of the consultants reports and consequent upon the progress made in the investigations and studies and in the said operations but the Joint Venturers will not be required to disclose to the State any information findings conclusions or reports concerning or touching the economic feasibility of any of the matters mentioned in paragraph (e) of Section 4.01 which are of a financial nature and which the Joint Venturers consider are private and confidential to themselves and if revealed could prejudice them or otherwise react to their detriment in their dealings with third parties. SECTION 4.04 STATE INVESTIGATIONS If the State concurrently carries out its own investigations and reconnaissances in regard to all or any of the matters mentioned in Sections 4.01 and 4.02 the Joint Venturers will co‑operate with the State therein and so far as it is reasonably practicable so to do will consult with the representatives or officers of the State and make full disclosures and give expressions of opinion regarding the matters mentioned in Sections 4.01 and 4.02. CLAUSE V SECTION 5.01 INITIAL PORT PROPOSAL As soon as practicable after the completion of the investigations mentioned in Section 4.02 the Joint Venturers will submit to the Minister proposals as to the location and an outline in sufficient detail to enable the Minister to satisfy himself as to the suitability technical feasibility and practicability of the proposed development of the port (having regard to the matters mentioned in paragraph (a) of Section 5.02) and the Minister will within two (2) months after such submission notify the Joint Venturers whether he approves or otherwise of such proposals or the Minister may within that time himself suggest an alternative proposal. If the Minister does not approve of the Joint Venturers' proposals or if he himself submits an alternative proposal the Minister will disclose his reasons for so doing by specifying the same in the said notice and afford the Joint Venturers ample opportunity to consult with him and themselves to submit further or alternative proposals and to consider any alternative proposal suggested by the Minister. When considering any of the Joint Venturers' proposals and in making his own proposal the Minister will have regard to the possible future requirements of others (including the State) and no preference or other priority will be given to the Joint Venturers or their proposals by reason only that the proposals were submitted for consideration first before proposals from any other party. SECTION 5.02 DETAILED PROPOSALS Subject to the proposals or any alternative proposals as to the location and development of the port being approved the Joint Venturers will on or before the fifth anniversary of the commencement date or on or before such later date as the Minister may approve submit to the Minister detailed proposals (herein referred to as "the said proposals") which shall include (where practicable) appropriate plans and (where reasonably required by the Minister) appropriate specifications in respect of the mining of iron ore on and the future development of the mining areas (or so much thereof as is comprised in the mineral lease mentioned in Section 9.01) and detailed particulars as to the measures proposed to be taken for the protection of the environment should the same be approved or be deemed to be approved and also (to the fullest extent reasonably practicable) detailed particulars as to the location area layout design number materials to be used in and time programme for the commencement and completion of the construction or the provision (as the case may be) of each of the following matters — (a) (to the extent not already covered by the proposals mentioned in Section 5.01) the port and port development including the dredging thereof and the disposal and depositing of the spoil the provision of navigational aids the Joint Venturers' wharf the berth and swinging basin proposed in connection with the Joint Venturers' use thereof and the port installations facilities and services to be available all of which are to be of such nature and extent as to be capable of and suitable for adaption to permit use of the Joint Venturers' wharf by ships having a capacity to carry 60,000 tons of iron ore. (b) the railway from the mining areas to the port or to connect with an existing railway and its proposed operation including joint user conditions (if any) fencing (if any) crossing places and grade separation or other forms of acceptable protection at intersections with public roads; (c) the development of the mine townsite and the port townsite including services and facilities in relation thereto; (d) housing; (e) water supply; (f) roads; (g) generation transmission and distribution of electricity; (h) airfields; (i) the leases licenses or other tenures of land (if any) required from the State; (j) disposal of waste materials; (k) drainage; (l) dust control measures; and (m) any other works, services or facilities proposed or required by the Joint Venturers. SECTION 5.03 SUBJECT OF PROPOSALS Initially the said proposals may with the approval of the Minister and if so required by the State will be submitted as to the matter or matters mentioned in one or more of paragraphs (a) to (m) of section 5.02 and in that event submission of the said proposals as to the matter or matters mentioned in the other or others of the said paragraphs will be deferred but in any event will be finally submitted within the time mentioned in Section 5.02. SECTION 5.04 USE OF EXISTING INFRASTRUCTURE The said proposals relating to any of the matters mentioned in Section 5.02 may with the approval of the Minister and that of any third parties concerned instead of providing for the construction of new facilities of the kind therein mentioned provide for the use by the Joint Venturers upon reasonable terms and conditions of any existing facilities of such kind. SECTION 5.05 MINISTER TO BE SATISFIED At the time when the Joint Venturers submit the said proposals they will be required to show to the reasonable satisfaction of the Minister that the investigations and the studies in so far as the same are relevant to the said proposals have been completed. In order to be so satisfied the Minister may require the Joint Venturers to produce to him acceptable evidence of — (a) marketing arrangements demonstrating the Joint Venturers' ability to sell iron ore and iron ore products in accordance with the said proposals; (b) the availability of finance necessary for the fulfilment of the operations to which the said proposals refer; and (c) the readiness of the Joint Venturers to embark upon and proceed to carry out the operations referred to in the said proposals. SECTION 5.06 PORT LOCATION The Minister's determination in respect of the Joint Venturers' proposals relating to the location of the port and in respect of proposals relating to the overall development of the port and the location of the port townsite will be conclusive final and binding on all parties and the same shall not be referable to arbitration. CLAUSE VI SECTION 6.01 CONSIDERATION OF PROPOSALS On receipt of the said proposals the Minister may — (a) defer consideration of or decision upon the same until such time as the Joint Venturers submit a further proposal or proposals in respect of some one or more of the other matters mentioned in one or more of the paragraphs (a) to (m) of Section 5.02 not covered by the said proposals; or (b) approve of the said proposals either wholly or in part without qualification or reservation; or (c) require as a condition precedent to the giving of his approval to the said proposals that the Joint Venturers make such alteration thereto or comply with such conditions in respect thereto as he (having regard to the circumstances including the overall development of and the use by others as well as the Joint Venturers of all or any of the facilities proposed to be provided) thinks reasonable and in such case will disclose to the Joint Venturers the reasons for requiring such conditions precedent. SECTION 6.02 MINISTER'S DECISION The Minister will within two (2) months after receipt of the said proposals give notice to the Joint Venturers of his decision in respect to the same and will disclose to the Joint Venturers by such notice the reasons for such decision. SECTION 6.03 CONSULTATION WITH MINISTER If the decision of the Minister is as mentioned in either of paragraphs (a) or (c) of Section 6.01 he will afford the Joint Venturers full opportunity to consult with him and should they so desire to submit new proposals either generally or in respect of some particular matter. SECTION 6.04 MINISTER'S DECISION SUBJECT TO ARBITRATION If the decision of the Minister is as mentioned in paragraph (c) of Section 6.01 and the Joint Venturers consider that such decision or any condition precedent imposed is technically financially economically or otherwise unreasonable the Joint Venturers may within two (2) months after receipt of the notice mentioned in Section 6.02 elect to refer to arbitration in the manner hereinafter provided the question of the reasonableness of such decision or of the condition precedent. SECTION 6.05 REASONABLENESS OF MINISTER'S DECISION In addition to any other matter to which the arbitrator is required (whether pursuant to the provisions of Section 32.01 or otherwise) to have regard in considering the reasonableness of any decision of the Minister made pursuant to Section 6.01 the Minister will not be regarded to have acted unreasonably if he shall defer his decision on a proposal made in relation to the matters mentioned in paragraph (i) of Section 5.02 until the said proposals in relation to the matters mentioned in the other paragraphs of Section 5.02 have become or deemed to have become approved proposals. SECTION 6.06 ARBITRATING AWARD An award made on an arbitration pursuant to Section 6.04 shall have force and effect as follows — (a) if by the award it is adjudged that the condition precedent is reasonable then the decision of the Minister in respect to the said proposals shall stand; or (b) if by the award it is adjudged that the condition precedent is unreasonable then the said proposals shall be deemed to have been approved by the Minister in the form in which the same were submitted. SECTION 6.07 APPROVED PROPOSALS DEFINED Proposals which are approved by the Minister as provided in paragraph (b) of Section 6.01 and those (if any) which are deemed to have been approved as provided in paragraph (b) of Section 6.06 are hereinafter referred to as "approved proposals". CLAUSE VII SECTION 7.01 ADDITIONAL PROPOSALS If the Joint Venturers at any time during the continuance of this Agreement desire to expand their activities beyond those specified in any approved proposals they will give notice of such desire to the Minister and within two (2) months thereafter will submit to the Minister detailed proposals in respect of all matters covered by such notice and such of the other matters mentioned in paragraphs (a) to (m) of Section 5.02 as the Minister may require. The provisions of Clauses V and VI shall mutatis mutandis apply to detailed proposals submitted pursuant to this Section save that the provisions of Section 5.05 shall not apply. SECTION 7.02 BASIS OF SUBMISSION In the event of the Joint Venturers submitting detailed proposals pursuant to Section 7.01 or if as a consequence of their submitting detailed proposals pursuant to Section 23.01 the Minister requires further detailed proposals to be submitted on any of the said matters mentioned in paragraphs (a) to (m) of Section 5.02 (which said detailed proposals and said further detailed proposals are herein referred to as "additional proposals") then subject as provided in Section 7.03 the additional proposals will be submitted on the basis that should the same become approved proposals the provisions of Clause XVIII will apply mutatis mutandis in respect of any increase in the extent of the services and facilities mentioned in Section 18.01 and also in respect of the provision of the additional services or facilities (whether of the kind mentioned in Section 18.01 or not) occasioned in either case by the additional proposals becoming approved proposals. SECTION 7.03 DETERMINATION OF JOINT VENTURERS' OBLIGATIONS The extent of the Joint Venturers' responsibilities under Clause XVIII to provide the capital cost of and to maintain any increased or additional services and facilities of the kind mentioned in Section 18.01 occasioned by the additional proposals or any of them becoming approved proposals will be determined by the Minister after discussion and negotiation on such matters with the Joint Venturers and in making such determination the Minister will have regard (inter alia) to the current and anticipated composition of any mining or other town affected and the extent to which the State's current capital resources will permit of its undertaking its responsibilities ordinarily to provide the capital cost of and maintain such services and facilities. CLAUSE VIII SECTION 8.01 DETERMINATION BEFORE IMPLEMENTATION In any of the following events namely — (a) if the right of occupancy ceases and determines pursuant to Section 3.09; or (b) if the Joint Venturers give to the State notice of their intention to abandon or discontinue the investigations and the studies; or (c) if the Joint Venturers fail within the time (or any extension thereof) limited by Section 5.02 to submit any proposals and fail to satisfy the Minister that they are then diligently and actively conducting the necessary investigations and studies incidental to the preparation of the proposals; or (d) if the effect of an award made upon an arbitration under Section 6.04 is that the decision of the Minister is to stand and the Joint Venturers fail within three (3) months after the making of the award to give notice that they accept the same and propose forthwith to implement the proposals in respect of which the award was made — the State may give to the Joint Venturers one month's notice determining this Agreement and on the expiration of such notice this Agreement will cease and determine and neither party will have any claim against the other in respect of any matter or thing arising out of or done or performed or omitted to be done or performed under this Agreement except as provided under Clause XXVI. PART III Implementation of Proposals CLAUSE IX SECTION 9.01 MINERAL LEASE As soon as practicable after the said proposals become approved proposals the State will in accordance with the relevant approved proposal on the application of the Joint Venturers cause to be granted to them a mineral lease in the form set out in the Schedule to this Agreement for the mining of iron ore from such part or parts of the land comprised in the mining areas as is or are then subject to the right of occupancy and referred to in the said proposals. The following provisions will apply to the mineral lease — (a) the total area of the land the subject thereof will not exceed three hundred (300) square miles; (b) the boundaries of the land comprising such area will be so located as to form either a single parallelogram or a number of parallelograms; (c) the rent reserved thereby will be that fixed in Section 9.04; (d) the Joint Venturers will therein covenant to pay to the State in addition to the said rent the royalties fixed in Section 21.01; (e) subject to the due payment by the Joint Venturers of the said rent and royalties and to the due performance and observance by them of their other obligations thereunder and of their obligations under this Agreement the term thereof will be twenty one (21) years as from the date of the granting thereof but the Joint Venturers will during the continuance of this Agreement have the right to take successive renewals of the said term each for a period of twenty one (21) years upon the same terms and conditions subject to the sooner determination of the said term upon the cessation or determination of this Agreement. The said right will be exercisable by the Joint Venturers making written application for any such renewal not later than one month before the expiration of the current term of the mineral lease; (f) subject to paragraphs (a) to (e) inclusive of this Section and as in this Agreement otherwise provided all relevant provisions of the Mining Act and the Regulations thereunder will apply but subject to their discharging and carrying out their obligations under this Part (Part III) of this Agreement the Joint Venturers will not be required to comply with the labour conditions imposed by the said Act in respect of mineral leases. SECTION 9.02 SURVEY The State will cause to be made any survey necessary to define the area and boundaries of the land to be comprised in the mineral lease and the Joint Venturers will upon demand made on or after the completion of such survey pay to the State the cost thereof. The Minister for Mines may decline to issue the instrument for the mineral lease until such survey is completed. SECTION 9.03 SURRENDER OF PORTIONS Notwithstanding the provisions of paragraph (e) of Section 9.01 the Joint Venturers may from time to time (with abatement of future rent in respect to the area surrendered but without any abatement of rent already paid or any rent which has become due and has been paid in advance) surrender to the State all or any portion or portions (of reasonable size and shape) of the mineral lease. SECTION 9.04 RENTAL The rent payable by the Joint Venturers under the mineral lease will be an annual rent (payable annually in advance) of a sum equal to seventy cents ($0.70) per acre per annum calculated on the total area of land for the time being the subject of the mineral lease. The said rent will run as from the date of the granting of the mineral lease on which date the first payment of rent will become due and payable notwithstanding that the survey mentioned in Section 9.02 may not have been commenced or completed or the instrument for the mineral lease may not have been issued. SECTION 9.05 OTHER LEASES The State will to such extent as may be reasonably practicable on the application of the Joint Venturers from time to time grant to the Joint Venturers or assist them in obtaining the grant of leases and other rights for limestone, dolomite, granite, diorite, silica sand and other minerals and substances reasonably required by the Joint Venturers for the purposes of this Agreement. SECTION 9.06 EXCLUSIVE MINING RIGHTS The State will not during the continuance of this Agreement register any claim or grant any lease or other mining tenement under the Mining Act or otherwise whereby any person other than the Joint Venturers might under the laws relating to mining or otherwise obtain any rights to mine or take natural substances (other than petroleum as defined by the Petroleum Act 1967) from within the mineral lease unless the Minister reasonably determines that the registration or grant is not likely unduly to prejudice or interfere with the Joint Venturers' operations hereunder. SECTION 9.07 ACCESS OVER MINERAL LEASE The Joint Venturers will at all times permit the State and third parties (with or without stock vehicles and rolling stock) to have access to and to pass over the mineral lease (by separate route, road or railway) so long as that access and passage does not unduly prejudice or interfere with the operations of the Joint Venturers under this Agreement. SECTION 9.08 LAND RESUMPTION The State will as and for a public work under the Public Works Act 1902 resume any land required for the purposes of this Agreement and will if it considers it expedient so to do sell lease or otherwise dispose of the land to the Joint Venturers. CLAUSE X SECTION 10.01 LEASES FOR OTHER PURPOSES The State will in compliance on its part with the approved proposals as and when required by the Joint Venturers so to do cause to be granted to the Joint Venturers such other leases of Crown lands as the parties may consider reasonable and necessary for all or any of the following purposes namely town sites, private roads, railway lines and sidings, tailing areas, over‑burden areas, water pipelines, pumping installations and reservoirs, airport, power transmission lines and stockpile areas and for any other of the purposes of this Agreement. Such leases will be granted for such periods at such rentals and upon and subject to such other terms and conditions as shall be reasonable having regard to the obligations of the Joint Venturers under this Agreement. SECTION 10.02 SPECIAL LEASES Pursuant to Section 10.01 the State will in particular when required by the Joint Venturers so to do cause to be granted to it — (a) a special lease (or special leases) of Crown land at the mine townsite for residential, professional, business, commercial and industrial purposes and for the purpose of providing communal facilities. Such special lease will be granted upon all usual terms and conditions and in particular will contain the following provisions — (i) the term thereof (unless sooner determined) will expire on the same date as that on which the term of the mineral lease or any renewal thereof terminates or is determined; (ii) the rental payable thereunder will be one peppercorn per annum payable if and when demanded; (iii) the Joint Venturers will have the right during the continuance thereof to purchase (for a price comparable with that charged by the State for other Crown land released for freehold sale in similar towns in the general region of the Joint Venturers' operations) the fee simple of any parcel or lot being part of the land thereby demised on which the Joint Venturers have erected buildings or structures (not being dwellings) costing at least ten thousand dollars ($10,000) or dwellings costing at least seven thousand dollars ($7,000); (b) a special lease (or special leases) of Crown land at or near the port for industrial stockpiling, ship loading, power generation and other similar purposes. Such special lease will be granted upon all usual terms and conditions and in particular will contain the following provisions — (i) the term thereof will (unless sooner determined) expire on the same date as that on which the term of the mineral lease or any renewal thereof terminates or is determined; (ii) the rental payable thereunder will be an annual rental of two dollars ($2.00) per acre payable in advance; (c) notwithstanding the provisions contained in the mineral lease or any other lease granted pursuant to either of paragraphs (a) or (b) of this Section 10.02 whereby the rent payable thereunder and the times at which such rent is so payable are fixed the Joint Venturers will during the continuance of this Agreement from and after the commencement of Year 16 pay to the State as and by way of an additional annual rent to that payable under such one or more of such leases as the Joint Venturers may from time to time at their option in a notice to the State designate a sum equal to 25 cents per ton on all iron ore products in respect of which a royalty is payable under this Agreement in the ensuing financial year. The said additional rent shall be paid within three (3) months of the shipment sale use or production as the case may be of the said iron or products being included in a return to the State under Section 21.03. CLAUSE XI SECTION 11.01 NO RESUMPTION Subject to the performance by the Joint Venturers of their obligations hereunder the State will not resume or suffer or permit to be resumed by any instrumentality or by any local or other authority of the said State any portion of the land the subject of any special lease mentioned in Section 10.02 the resumption of which would unduly prejudice or interfere with the Joint Venturers' works and activities conducted or reasonably likely or contemplated to be conducted thereon or any portion of the land the subject of the mineral lease whereon any of the Joint Venturers' works are situate or are reasonably likely or contemplated to be situate the resumption of which would unduly prejudice or interfere with the Joint Venturers' mining or other activities including mining or other activities conducted or reasonably likely or contemplated to be conducted thereon nor will the State create or grant or permit or suffer to be created or granted by an instrumentality or authority of the said State any road right of way or easement of any nature or kind whatsoever over or in respect of the land comprised in the said leases whereon any of the Joint Venturers' works are situate or are reasonably likely or contemplated to be situate without the consent in writing of the Joint Venturers first had and obtained which consent the Joint Venturers agree they will not arbitrarily or unreasonably withhold. SECTION 11.02 NO DISCRIMINATORY RATES Except to the extent provided by this Agreement the State will not impose or permit or suffer any instrumentality of the said State or any local or other authority to impose discriminatory taxes, rates or charges of any nature whatever 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 Joint Venturers required to be carried out under this Agreement and the State will not take or permit any such instrumentality or any local or other authority to take any other discriminatory action that would deprive the Joint Venturers of the rights granted or intended to be granted to them under this Agreement. SECTION 11.03 ZONING The State will ensure that land the subject of the mineral lease or any other lease licence or easement granted under or pursuant to this Agreement and all freehold land or land of any other tenure used or occupied by the Joint Venturers for any of the purposes of this Agreement will not except as provided in this Agreement be made subject to any such restriction as to its use as would prevent or unreasonably hinder the Joint Venturers carrying out any of the operations required or permitted to be carried out under this Agreement whether the restriction be by way of zoning regulation, by‑law or other exercise of statutory power by the State or any local or other authority. SECTION 11.04 VALUATION BASIS The State will ensure that notwithstanding the provisions of any Act or anything done or purported to be done under any Act the valuation of all land (whether of a freehold or leasehold nature) the subject of this Agreement (except any part upon which for the time being a permanent residence is erected or which for the time being is occupied in connection with that residence and except also any part upon which for the time being there stands any improvements that are used in connection with a commercial undertaking not directly connected with the operations of the Joint Venturers under this Agreement) will for rating purposes be deemed to be on the unimproved value thereof and no such land will be subject to any discriminatory rate but the Joint Venturers will be at liberty should they so desire to make the election provided for by Section 533B of the Local Government Act 1960. CLAUSE XII SECTION 12.01 IMPLEMENTATION OF PROPOSALS The Joint Venturers will within four (4) years next following the date on which all the said proposals required to be submitted pursuant to Section 5.02 have become approved proposals at a cost of not less than sixty million dollars ($60,000,000) construct install provide and do all things necessary to enable them to mine from the mineral lease to transport by rail to the Joint Venturers' wharf and to commence shipment therefrom in commercial quantities at an annual rate of not less than one million (1,000,000) tons of iron ore and without lessening the generality of this provision the Joint Venturers shall within the aforesaid period or extended period as the case may be — (a) construct install and provide upon the mineral lease or in the vicinity thereof or at the port (as the case may be) mining plant and equipment crushing screening stockpiling and car loading plant and facilities power house workshop and other things of a design and capacity adequate to enable the Joint Venturers to meet and discharge their obligations hereunder and to mine handle load and deal with not less than three thousand (3,000) tons of iron ore per diem such capacity to be built up progressively to not less than ten thousand (10,000) tons of iron ore per diem within three (3) years next following the export date; (b) actually commence to mine transport by rail and ship from the Joint Venturers' wharf iron ore from the mineral lease so that the average annual rate during the first two years after export date shall not be less than one million (1,000,000) tons. CLAUSE XIII SECTION 13.01 CONSTRUCTION OF RAILWAY Subject to the State assuring to the Joint Venturers all necessary rights in or over Crown lands available for the purpose the Joint Venturers will in a proper and workmanlike manner and in accordance with recognised standards for