Western Australia: Iron Ore (Wittenoom) Agreement Act 1972 (WA)

Western Australia Iron Ore (Wittenoom) Agreement Act 1972 Western Australia Iron Ore (Wittenoom) Agreement Act 1972 Contents 1. Short title 1 2. Interpretation 1 3. Ratification of Agreement 1 3A. Variation Agreement 1 4. Entry by Joint Venturers on certain Crown lands authorised 2 5. Certain statutory provisions not to apply 2 6. By‑laws 2 Schedule 1 — Iron Ore (Wittenoom) Agreement Schedule 2 — Variation Agreement Notes Compilation table 67 Defined terms Western Australia Iron Ore (Wittenoom) Agreement Act 1972 An Act to ratify an agreement made between the State of Western Australia and Hancock Prospecting Pty. Ltd. and Wright Prospecting Pty. Ltd. relating to iron ore, and for incidental and other purposes. 1. Short title This Act may be cited as the Iron Ore (Wittenoom) Agreement Act 1972 1. 2. Interpretation In this Act, unless the contrary intention appears — Joint Venturers has the same meaning as that expression has in the Agreement; the Agreement means the agreement a copy of which is set out in Schedule 1, and if the Agreement is varied, from time to time, in accordance with the provisions of the Agreement includes the Agreement as so varied; the Variation Agreement means the agreement a copy of which is set out in Schedule 2. [Section 2 amended: No. 41 of 1992 s. 4.] 3. Ratification of Agreement The Agreement is ratified. 3A. Variation Agreement (1) The Variation Agreement is ratified and its implementation is authorised. (2) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Variation Agreement shall operate and take effect notwithstanding any other Act or law. [Section 3A inserted: No. 41 of 1992 s. 5.] 4. Entry by Joint Venturers on certain Crown lands authorised Notwithstanding any other Act or law and without limiting the effect of section 3, the Joint Venturers shall be allowed to enter upon the Crown lands referred to in paragraph (c) of subclause (1) of clause 2 of the Agreement to the extent and for the purposes provided in that paragraph. 5. Certain statutory provisions not to apply (1) Section 96 of the Public Works Act 1902 does not apply to any railway that the Joint Venturers have agreed to construct under the Agreement. (2) Section 277(5) of the Mining Act 1904 2 does not apply to any renewal of the rights of occupancy granted or to be granted pursuant to clause 2 of the Agreement. 6. By‑laws (1) The Governor may upon the recommendation of the Joint Venturers make, alter and repeal by‑laws for the purposes of, and in accordance with, the Agreement. (2) By‑laws made pursuant to this section — (a) shall be published in the Government Gazette; (b) take effect and have the force of law from the date they are so published or from such later date as is fixed by the by‑laws; (c) may prescribe penalties not exceeding $100 for breach of any of the by‑laws; and (d) are not subject to the provisions of section 36 of the Interpretation Act 1918 3, but the by‑laws shall be laid before each House of Parliament within 6 sitting days of the House next following the publication of the by‑laws in the Government Gazette. Schedule 1 — Iron Ore (Wittenoom) Agreement [s. 2] [Heading amended: No. 41 of 1992 s. 6; amended: No. 19 of 2010 s. 4.] THIS AGREEMENT made the 10th day of March One thousand nine hundred and seventy‑two BETWEEN THE HONOURABLE JOHN TREZISE TONKIN, M.L.A., Premier of the State of Western Australia acting for and on behalf of the said State and Instrumentalities thereof from time to time (hereinafter called "the State") of the first part, and HANCOCK PROSPECTING PTY. LTD. and WRIGHT PROSPECTING PTY. LTD. companies incorporated in the State of Western Australia under the provisions of the Companies Act 1943 and each having its registered office at 251 Adelaide Terrace, Perth in the said State and carrying on business under the style or firm name of "Hancock and Wright" (hereinafter called "the Joint Venturers" in which term shall be included the Joint Venturers and each of them and their and each of their respective successors and assigns) of the other part. WHEREAS — (a) The Joint Venturers intend to make investigations as to the iron ore reserves in the mining areas defined in clause 1 hereof and to carry out certain investigations relating to the mining, transport by rail and shipment of iron ore from the mining areas with a view to entering into a contract or contracts for the export or sale of iron ore produced from the mining areas. NOW THIS AGREEMENT WITNESSETH — Interpretation 4 1. In this Agreement subject to the context — "approve" "approval" "consent" or "direct" means — approve, approval, consent or direct in writing as the case may be; "associated company" means — (a) any company having a paid up capital of not less than two million dollars ($2,000,000) notified in writing by the Joint Venturers to the Minister which is incorporated in the United Kingdom the United States of America or the Commonwealth of Australia and which — (i) is promoted by the Joint Venturers or any of them for all or any of the purposes of this Agreement and in which the Joint Venturers or any of them hold not less than twenty per cent (20%) of the issued ordinary share capital; or (ii) is related within the meaning of the term subsidiary in section 6 of the Companies Act 1961 to any company in which the Joint Venturers or any of them hold not less than twenty per cent (20%) of the issued ordinary share capital; and (b) any company approved in writing by the Minister for the purposes of this Agreement which is associated directly or indirectly with the Joint Venturers or any of them in their business or operations hereunder; "B.H.P." means The Broken Hill Proprietary Company Limited or any subsidiary thereof; "commencement date" means the date referred to as the commencement date in clause 7(3) hereof; "Commonwealth" means the Commonwealth of Australia and includes the Government for the time being thereof; "deposits' townsite" means the townsite established at Wittenoom or to be established elsewhere on or near the mining areas pursuant to this Agreement; "direct shipping ore" means iron ore which has an average pure iron content of not less than sixty per cent (60%) which will not pass through a one‑half (½) inch mesh screen and which is sold without concentration or other beneficiation other than crushing and screening; "export date" means the earlier of the following dates namely — (a) the date of expiration of the period referred to in clause 9(1) of this Agreement; (b) the date when the Joint Venturers first export ore hereunder (other than ore shipped solely for testing purposes); (c) the date the Joint Venturers first deliver any ore sold to Hamersley. "financial year" means a year commencing on and including the 1st day of July; "fine ore" means iron ore which has an average pure iron content of not less than sixty per cent (60%) which will pass through a one‑half (½) inch mesh screen and which is sold without concentration or other beneficiation other than crushing and screening; "fines" means iron ore (not being direct shipping ore or fine ore) which will pass through a one‑half (½) inch mesh screen; "f.o.b. revenue" means the price for iron ore from the mineral lease the subject of any shipment or sale which is payable by the purchaser thereof to the Joint Venturers or an associated company, less all export duties and export taxes of all kinds whatsoever and less all costs and charges properly incurred and payable by the Joint Venturers to the State or a third party from the time the ore shall be placed on ship at the Joint Venturers' wharf to the time the same is delivered and accepted by the purchaser, including — (1) ocean freight; (2) marine insurance; (3) port and handling charges at the port of discharge; (4) costs of delivering the ore from port of discharge to the smelter; (5) weighing, sampling, assaying, inspection and representation costs incurred on discharge or delivery; (6) shipping agency charges; (7) import taxes by the country of the port of discharge; and (8) such other costs and charges as the Minister may in his discretion consider reasonable in respect of any shipment or sale. For the purposes of this definition — (a) the Minister may (in respect of costs or charges as set out in Items (1) to (7) inclusive of this definition) notify the Joint Venturers in writing that in respect of any shipment or sale, he does not regard a cost or charge as having been properly incurred and in such case the Joint Venturers may refer the matter to arbitration hereunder and unless and until such matter is resolved in favour of the Joint Venturers, such cost or charge shall not be deemed to have been properly incurred; (b) Notwithstanding anything contained in this definition to the contrary, a cost or charge as set out in Items (1) to (7) inclusive of this definition shall not (unless the Minister so determines in accordance with the provisions of paragraph (c) of this definition) be deemed to be properly incurred if such charge is directly or indirectly imposed upon or incurred by the Joint Venturers or an associated company pursuant to an arrangement entered into between the Joint Venturers and the State; (c) Costs or charges other than those set out in Items (1) to (7) inclusive of this definition and costs and charges to which paragraph (b) of this definition applies shall be deemed to be properly incurred if the Minister in his discretion so determines and in making his determination the Minister shall have regard to such matters as the parties to and the bona fide nature of the transaction resulting in the cost or charge; "Hamersley" means Hamersley Holdings Limited or any subsidiary thereof; "iron" means the product such as pig iron resulting from the reduction of iron ore or iron ore concentrates by thermal or other means whereby the iron content is increased to not less than ninety per cent (90%) and the product at some stage in the process is in a molten castable form; "iron ore concentrates" means products (whether in pellet or other form) resulting from secondary processing but does not include metallised agglomerates; "Joint Ventures' wharf" means the wharf to be constructed by the Joint Venturers pursuant to this Agreement for the shipment of ore from the mineral lease or (except for the purposes of the definition of "port") the temporary wharf for the time being approved by the Minister as the Joint Venturers' wharf for the purposes hereof during the period to which such approval relates; "Land Act" means the Land Act 1933; "metallised agglomerates" means either — (a) products resulting from reduction of iron ore or iron ore concentrates by thermal or other means whereby the iron content is increased to not less than ninety per cent (90%); or (b) products resulting from some equivalent or more advanced form of metallising process approved by the Minister; "mineral lease" means the mineral lease or mineral leases referred to in clause 8(1)(a) hereof and includes any renewal thereof; "Mining Act" means the Mining Act 1904; "mining areas" mean the areas delineated and coloured red on the plan marked "A" initialled by or on behalf of the parties hereto for the purposes of identification; "Minister" means the Minister in the Government of the said State for the time being responsible (under whatsoever title) for the administration of the Ratifying Act and pending the passage of that Act means the Minister for the time being designated in a notice from the State to the Joint Venturers and includes the successors in office of the Minister; "month" means calendar month; "notice" means notice in writing; "ore" or "iron ore" means iron ore from the mineral lease; "person" or "persons" includes bodies corporate; "port" means the port or harbour and adjacent industrial area approved by the Minister hereunder; "port townsite" means the townsite approved by the Minister hereunder to be expanded and developed near the port; "Ratifying Act" means the Act to ratify this Agreement and referred to in clause 3 hereof; "said State" means the State of Western Australia; "secondary processing" means concentration or other beneficiation of ore other than by crushing or screening and includes thermal electrostatic magnetic and gravity processing and agglomeration pelletisation or comparable changes in the physical character of ore; "special lease" means a special lease or license to be granted in terms of this Agreement under the Ratifying Act the Land Act or the Jetties Act 1926 and includes any renewal thereof; "this Agreement" "hereof" and "hereunder" includes this Agreement as from time to time added to varied or amended; "ton" means a ton of two thousand two hundred and forty (2,240) lbs. net dry weight; "wharf" includes any jetty structure; reference in this Agreement to an Act shall include the amendments to such Act for the time being in force and also any Act passed in substitution therefor or in lieu thereof and the regulations for the time being in force thereunder; power given under any clause of this Agreement other than clause 38 hereof to extend any period or date shall be without prejudice to the power of the Minister under the said clause 38; marginal notes shall not affect the interpretation or construction hereof 4; any covenant or agreement on the part of the Joint Venturers hereunder will be deemed to be a joint and several covenant or agreement as the case may be. Initial Obligations of the State 4 2. (1) The State shall — (a) forthwith (subject to the surrender of the rights of occupancy as referred to in sub‑clause (2) of this clause) cause to be granted to the Joint Venturers and to the Joint Venturers alone rights of occupancy for this purposes of this Agreement (including the sole right to search and prospect for iron ore) over the whole of mining areas under Section 276 of the Mining Act at a rental at the rate of eight dollars ($8) per square mile per annum payable quarterly in advance for the period expiring on the 31st December, 1972 and shall then and thereafter subject to the continuance of this Agreement cause to be granted to the Joint Venturers as may be necessary successive renewals of such last mentioned rights of occupancy (each renewal for a period of twelve (12) months at the same rental and on the same terms) the last of which renewals notwithstanding its currency shall expire — (i) on the date of application for a mineral lease to the Joint Venturers under clause 8(1)(a) hereof; (ii) at the expiration of one (1) month from the commencement date; (iii) on the determination of this Agreement pursuant to its terms; or (iv) on the day of the receipt by the State of a notice from the Joint Venturers to the effect that the Joint Venturers abandon and cancel this Agreement whichever shall first happen; (b) introduce and sponsor a Bill in the Parliament of Western Australia to ratify this Agreement and endeavour to secure its passage; (c) to the extent reasonably necessary for the purposes of clauses 4 and 5 hereof allow the Joint Venturers to enter upon Crown lands (including land the subject of a pastoral lease) and survey possible sites for a port, the Joint Venturers' wharf, a railway, the deposits' townsite and for stockpiling and other areas required for the purposes of this Agreement; and (d) at the request and cost of the Joint Venturers co‑operate with the Joint Venturers in the discharge of their obligations under clause 4(1)(a) hereof. Surrender of rights of occupancy 4 (2) The Joint Venturers shall forthwith surrender all the rights of occupancy granted to the Joint Venturers under clause 2 of the Agreement made between the State and the Joint Venturers a copy of which is set out in the First Schedule of the Iron Ore (Hanwright) Agreement Act 1967‑1968 which were not surrendered pursuant to subclause (2) of clause 4 of the Agreement made between the State the Joint Venturers and Mount Bruce Mining a copy of which is set out in the Second Schedule of the Iron Ore (Hanwright) Agreement Act 1967‑1968. Ratification and Operation 4 3. (1) Paragraph (a) of sub‑clause (1) of clause 2, sub‑clause (2) of clause 2, sub‑clause (2) of this clause and the subsequent clauses (other than clauses 38 and 41 of this Agreement) shall not operate unless and until — (a) the Bill to ratify this Agreement as referred to in paragraph (b) of clause 2 hereof is passed as an Act before the 30th day of June, 1972 or such later date if any as the parties hereto may mutually agree upon; (b) Bills to ratify each of the agreements referred to in the First Schedule hereto are passed as Acts before the 30th day of June, 1972 or such later date if any as the parties hereto may mutually agree upon. If the said Bills are not passed before that date or later date or dates (as the case may be) this Agreement will then cease and determine and none of the parties hereto will have any claim against any other of them with respect to any matter or thing arising out of done performed or omitted to be done or performed under this Agreement except as hereinafter provided in clause 20 hereof. (2) The following provisions of the Agreement shall notwithstanding the provisions of any Act or law operate and take effect namely — (a) the provisions of paragraph (a) of clause 2, clause 8, the proviso to paragraph (a) of sub‑clause (2) of clause 9 and clauses 14, 15, 16, 22, 23, 24, 25, 27, 28, 32, 33, 34, 37, 38, 39, 40 and 41; (b) subject to paragraph (a) of this sub‑clause the State and the Minister respectively shall have all the powers discretions and authorities necessary or requisite to enable them to carry out and perform the powers discretions authorities and obligations conferred or imposed upon them respectively hereunder; and (c) the State may as for a public work under the Public Works Act 1902 resume any land or any estate or interest in land required for the purposes of this Agreement and may lease or otherwise dispose of the same to the Joint Venturers; and (d) no future Act of the said State will operate to increase the Joint Venturers' liabilities or obligations hereunder with respect to rents or royalties. 4. (1) Insofar as has not already been done to the satisfaction of the Minister the Joint Venturers will commence forthwith and carry out at their expense (with the assistance of experienced consultants where appropriate) — (a) a thorough geological and (as necessary) geophysical investigation of the iron ore deposits in the mining areas and the testing and sampling of such deposits; (b) a general reconnaissance of the various sites of proposed operations pursuant to the Agreement together with the preparation of suitable maps and drawings; (c) an engineering investigation of the route for a railway from the mining areas to the port and wharf installation for the export of ore; (d) a study of the technical and economic feasibility of the mining transporting processing and shipping of ore from the mining areas; (e) the planning of suitable townsites in consultation with the State but having due regard to the general development of any port townsite and (if and to the extent applicable) the deposits' townsites for use by others as well as the Joint Venturers; (f) the investigation in areas approved by the Minister of suitable water supplies for mining industrial and townsite purposes; (g) metallurgical and market research. (2) The Joint Venturers shall collaborate with and keep the State fully informed at least quarterly commencing within one (1) quarter after the execution hereof as to the progress and results of the Joint Venturers' operations under sub‑clause (1) of this clause. The Joint Venturers shall furnish the Minister with copies of all reports received by them from consultants in connection with the matters referred to under sub‑clause (1) of this clause and with copies of all findings made and reports prepared by them. (3) If the State concurrently carries out its own investigations and reconnaissances in regard to all or any of the matters mentioned in sub‑clause (1) of this clause or any alternative port site the Joint Venturers shall co‑operate with the State therein and so far as reasonably practicable will consult with the representatives or officers of the State and make full disclosures and expressions of opinion regarding matters referred to in this sub‑clause. (4) The Joint Venturers will employ or retain or ensure that experienced consultant engineers (approved by the Minister) are employed or retained to investigate report upon and make recommendations in regard to the sites reasonably required by the Joint Venturers under this Agreement for the overall development of a suitable port if necessary for the Joint Venturers' operations hereunder (including the Joint Venturers' wharf, areas for installations, stockpiling and other purposes in the port) but in such regard the Joint Venturers will require such engineers to have full regard for the general development of the port with a view to the reasonable use by others of the port and the Joint Venturers will furnish to the State copies of such report and recommendations. When submitting to the Minister detailed proposals as referred to in clause (5)(2)(a) hereof in regard to the matters mentioned in this sub‑clause the Joint Venturers will so far as reasonably practicable ensure that the detailed proposals — (a) do not materially depart from the report and recommendation of such engineers; (b) provide for the best overall development of the port so far as the same relates to the Joint Venturers' activities; and (c) disclose any conditions of user and where alternative proposals are submitted the Joint Venturers preferences in regard thereto. Joint Venturers to submit proposals 4 5. (1) As soon as possible after the execution of this Agreement the Joint Venturers will submit to the Minister their proposals for the location and an outline of the proposed development of the port and the Minister will within one (1) month after such submission notify the Joint Venturers of his approval or otherwise or may submit an alternative proposal PROVIDED THAT in dealing with the Joint Venturers' proposals for the location and development of the port as provided in this sub‑clause the Minister shall take into consideration the possible future requirements of others who may or could be concerned in the area and no priority shall be given to the Joint Venturers for the reason that their proposals were first in time. (2) Subject to agreement being reached as to the location and development of the port then by the 30th day of June, 1973 or if the Joint Venturers satisfy the Minister that they are performing their obligations pursuant to clause 4(1) hereof and have requested an extension to the 31st day of December, 1973 then by that date or such further extended date if any as the Minister may approve or as may be determined by arbitration as hereinafter mentioned the Joint Venturers will where not already done submit subject to the provisions of this Agreement to the Minister — (a) to the fullest extent reasonably practicable their detailed proposals (including plans where practicable and specifications where reasonably required by the Minister) with respect so far as relevant to the mining areas (or so much thereof as shall be comprised within the mineral lease) by the Joint Venturers during the three (3) years next following the commencement of such mining with a view to the transport and shipment of the iron ore mined and their outline proposals with respect to such mining and production during the next following seven (7) years and including the location area layout design number materials and time programme for the commencement and completion of construction or the provision (as the case may be) of each of the following matters namely — (i) the port and port development including dredging and depositing of spoil the provision of navigational aids the Joint Venturers' wharf (the plans and specifications for which wharf shall be submitted to and be subject to the approval of the State) the berth and swinging basin for the Joint Venturers' use and port installations facilities and services all of which shall permit of adaptation so as to enable the use of the Joint Venturers' wharf by vessels having an ore carrying capacity of not less than sixty thousand (60,000) tons; (ii) the railway between the mining areas and the Joint Venturers' wharf and works ancillary to or connected with the railway and their proposed operation including joint user conditions fencing (if any) crossing places and grade separation or other form of acceptable protection at intersections with public roads; (iii) deposits' townsite and port townsite development and services and facilities in relation thereto; (iv) housing; (v) water supply; (vi) generation transmission and distribution of electricity; (vii) roads; (viii) mining crushing screening handling transport and storage of ore; (ix) air fields; (x) any leases licenses or other tenures of land required from the State; (xi) disposal of waste materials; (xii) drainage; (xiii) dust control; and (xiv) any other works services or facilities proposed or desired by the Joint Venturers and PROVIDED THAT such proposals may with the consent of the Minister and the consent of Hamersley provide for the use by the Joint Venturers of the Hamersley railway between Tom Price and Dampier and such Hamersley facilities at Dampier as Hamersley agrees to allow the Joint Venturers to use, upon reasonable terms and conditions determined by Hamersley to export six million (6,000,000) tons of iron ore during a period of four (4) years, at a rate not exceeding two million (2,000,000) tons in any one (1) year, commencing not earlier than the first day of July, 1972 and not later than the thirty‑first day of December, 1972 or as may otherwise be agreed between the Joint Venturers and Hamersley and subject to final approval or determination of such proposals under clause 6 hereof the obligations of the Joint Venturers under this clause shall be modified accordingly; (b) (subject to the provisions of sub‑clause (4) of this clause) satisfactory evidence firstly of the making or likelihood of making a suitable contract or suitable contracts for the sale by the Joint Venturers hereunder and shipment from the Joint Venturers' wharf of not less than twenty million (20,000,000) tons of iron ore over a period of ten (10) years from the export date from the mineral lease including not less than two million (2,000,000) tons in the aggregate in the first two (2) years next following the export date and not less than two million two hundred and fifty thousand (2,250,000) tons per year in each and every year of each succeeding year thereafter secondly of the availability of finance necessary for the fulfilment of the Joint Venturers' proposals under this clause and thirdly of any necessary license to the Joint Venturers from the Commonwealth to export hereunder iron ore the subject of the iron ore contracts in the quantities at the rate or rates and in the years stated in the contracts PROVIDED THAT the Joint Venturers shall not have to comply with the foregoing provisions of this paragraph relating to the export of ore if they secure a firm order for the supply of forty‑five million (45,000,000) tons of ore to Hamersley (or some substitute tonnage approved by the Minister) and also secure additional orders totalling not less than twenty million (20,000,000) tons from Hamersley and/or any other company established within the Commonwealth and approved by the Minister. (3) The Joint Venturers shall have the right to submit to the Minister their detailed proposals aforesaid in regard to a matter or matters the subject of any of the sub‑paragraphs numbered (i) to (xiv) inclusive of paragraph (a) of sub‑clause (2) of this clause as and when the detailed proposals become finalised by the Joint Venturers PROVIDED THAT where any such matter is the subject of a sub‑paragraph which refers to more than one subject matter the detailed proposals will relate to and cover each of the matters mentioned in the sub‑paragraph PROVIDED FURTHER that the first detailed proposals submitted to the Minister relate to and cover the matters mentioned in sub‑paragraph (i) of paragraph (a) of sub‑clause (2) of this clause and that the last two detailed proposals submitted to the Minister relate to and cover the iron ore contracts and the finance necessary for the iron ore export project. (4) If the Joint Venturers should in writing and within the time later in this sub‑clause mentioned request the Minister to grant an extension or any further extension of time beyond the 30th day of June, 1973 or 31st day of December, 1973 as the case may be (or such later date if any previously granted or approved by the Minister) within which to make the iron ore contracts and then demonstrate to the satisfaction of the Minister that the Joint Venturers have duly complied with their other obligations hereunder have genuinely and actively but unsuccessfully endeavoured to make the iron ore contracts on a competitive basis and reasonably require an additional period for the purpose of making iron ore contracts the Minister will grant such extension as is warranted in the circumstances as follows: — (a) for up to six (6) months on request made within one (1) month of the 30th day of June, 1973 or 31st day of December, 1973 as the case may be; (b) if an extension is granted under paragraph (a) of this sub‑clause then further for up to three (3) years on request made within one (1) month of the expiration of the period of extension granted under the said paragraph (a); (c) if an extension is granted under paragraph (b) of this sub‑clause then further for up to two (2) years on request made within one (1) month of the expiration of the period of extension granted under the said paragraph (b) unless the Minister shows to the Joint Venturers satisfactory evidence that some third party is able and willing if made the lessee of the mineral lease to obtain and duly fulfil that party's obligations under contracts for the sale of iron ore from the leased land which contracts are comparable with iron ore contracts under this Agreement on terms from the State not more favourable on the whole (having regard inter alia to initial expenditure) to that party than those applicable to the Joint Venturer's hereunder; subject always and in every case to the condition that the Joint Venturers duly comply (or comply to the satisfaction of the Minister) with their other obligations hereunder. Consideration of proposals 4 6. (1) Within two (2) months after receipt of the detailed proposals of the Joint Venturers in regard to any of the matters mentioned in clause 5(2)(a) hereof the Minister shall give to the Joint Venturers notice either of his approval of the proposals or of alterations desired thereto and in the latter case shall afford to the Joint Venturers opportunity to consult with and to submit new proposals to the Minister. The Minister may make such reasonable alterations to or impose such reasonable conditions on the proposals or new proposals (as the case may be) as he shall think fit having regard to the circumstances including the overall development and use (subject to the provisions of clause 8(4)(a) and (b) hereof) by others as well as the Joint Venturers but the Minister shall in any notice to the Joint Venturers disclose his reasons for any such alterations or conditions. Within two (2) months of the receipt of the notice the Joint Venturers may elect by notice to the State to refer to arbitration and within two (2) months thereafter shall refer to arbitration as hereinafter provided any dispute as to the reasonableness of any such alteration or condition. If by the award on arbitration the dispute is decided against the Joint Venturers then unless the Joint Venturers within three (3) months after delivery of the award satisfy and obtain the approval of the Minister as to the matter or matters the subject of the arbitration this Agreement shall on the expiration of that period of three (3) months cease and determine (save as provided in clause 20 hereof) but if the question is decided in favour of the Joint Venturers the decision will take effect as a notice by the Minister that he is so satisfied with and approves the matter or matters the subject of the arbitration. (2) Within two (2) months after receipt of evidence from the Joint Venturers with regard to the matters mentioned in clause 5(2)(b) hereof to the reasonable satisfaction of the Minister the State will give to the Joint Venturers notice either that it is satisfied with such evidence (in which case the proposals in relation to those matters will be deemed approved) or not in which case the State shall afford the Joint Venturers an opportunity to consult with and to submit further evidence to the Minister. If within thirty (30) days of receipt of such notice further evidence has not been submitted to the Minister's reasonable satisfaction and his approval obtained thereto the Joint Venturers may within a further period of thirty (30) days elect by notice to the State to refer to arbitration as hereinafter provided and will within two (2) months thereafter refer to arbitration any dispute as to the reasonableness of the Minister's decision. If by the award on arbitration the dispute is decided against the Joint Venturers then unless the Joint Venturers within three (3) months after delivery of the award satisfy and obtain the approval of the Minister as to the matter or matters the subject of the arbitration this Agreement shall on the expiration of that period cease and determine (save as provided in sub‑clause 4 of clause 7 and clause 20 hereof) but if the question is decided in favour of the Joint Venturers the decision will take effect as a notice by the Minister that he is so satisfied with and has approved the matter or matters the subject of the arbitration. (3) The Joint Venturers shall take no steps whatsoever to implement all or any of their proposals submitted pursuant to clause 5 hereof, unless and until the same have been approved by the Minister. (4) Notwithstanding anything contained in this Agreement the State's determination in respect of the Joint Venturers' 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 Joint Venturers. Extension of time 4 7. (1) 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 Joint Venturers may in the name of the Minister grant any further extension of time for that purpose. (2) Notwithstanding that under clause 6 hereof any detailed proposals of the Joint Venturers are approved by the State or the Minister or determined by arbitration award unless each and every such proposal and matter is so approved or determined by the 31st day of August, 1973 or by such extended date if any as the Joint Venturers shall be entitled to or shall be granted pursuant to the provisions hereof then at any time after the said 31st day of August, 1973 or if any extension or extensions should be granted under clause 5(4) hereof or any other provision of this Agreement then on or after the expiration of the last of such extensions the Minister may give to the Joint Venturers twelve (12) months notice of intention to determine this Agreement and unless before the expiration of the said twelve (12) months period all the detailed proposals and matters are so approved or determined this Agreement shall cease and determine subject however to the provisions of sub‑clause (4) of this clause and clause 20 hereof. Commencement date 4 (3) Subject to the approval by the Minister or determination by arbitration as herein provided of each and every of the detailed proposals and matters referred to in clause 5(2) hereof the date upon which the last of those proposals of the Joint Venturers shall have been so approved or determined shall be the commencement date for the purposes of this Agreement. (4) If under any arbitration under clause 6 hereof the dispute is decided against the Joint Venturers and subsequently but before the commencement date this Agreement ceases and determines 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 Joint Venturers hereunder if the question had been determined in favour of the Joint Venturers. Further obligations of State 4 8. (1) As soon as conveniently may be after the commencement date the State shall — Mineral lease after commencement date 4 (a) after application is made by the Joint Venturers for a mineral lease of any part or parts (not exceeding in total area one hundred (100) square miles and in the shape of a rectangular parallelogram or rectangular parallelograms or as near thereto as is practicable) of the mining areas in conformity with the Joint Venturers' detailed proposals under clause 5(2)(a) hereof as finally approved or determined 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 Joint Venturers on demand after completion of the survey) and shall cause to be granted to the Joint Venturers a mineral lease or mineral leases of the land so applied for (notwithstanding the survey in respect thereof has not been completed but subject to such corrections to accord with the survey when completed) for iron ore in the form of the Schedule hereto for a term which subject to the payment of rents and royalties hereinafter mentioned and to the performance and observance by the Joint Venturers of their obligations under the mineral lease or mineral leases and otherwise under this Agreement shall be for a period of twenty‑one (21) years commencing from the commencement date with rights to two (2) successive renewals of twenty‑one (21) years upon the same terms and conditions (but without right to further renewal) but subject to earlier determination upon the cessation or determination of this Agreement PROVIDED HOWEVER that the Joint Venturers may from time to time (without abatement of any rent then paid or payable in advance) surrender to the State all or any portion or portions, (of reasonable size and shape) of the mineral lease or mineral leases PROVIDED FURTHER that on or before the expiration of the term of the lease or any renewal thereof the Joint Venturers may confer with the State with a view to negotiating a further extension or extensions of the term of the lease on such conditions as may be mutually agreed but the provisions of clause 39 hereof shall not apply to this proviso. The Joint Venturers shall in any event be entitled to continue their operations beyond the expiration of the term of the lease or any renewal thereof for a period sufficient to enable the Joint Venturers to fulfil any outstanding contracts approved in writing by the State for the sale of iron ore; (b) in accordance with the Joint Venturers' proposals as finally approved or determined under clause 6 hereof and on written application by the Joint Venturers grant to the Joint Venturers 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 the Joint Venturers' railway as the Joint Venturers shall require and the Minister may approve 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 Joint Venturers hereunder and to the provisions of this Agreement. The Mining Act shall be deemed to be so amended varied and modified as to enable such lease or leases to be granted; (c) in accordance with the Joint Venturers' proposals as finally approved or determined under clause 6 hereof and to the extent that such proposals require the State to accept obligations — Lands 4 (i) grant to the Joint Venturers for such terms or periods and on such terms and conditions (including renewal rights) as subject to the proposals (as finally approved or determined as aforesaid) shall be reasonable having regard to the requirements of the Joint Venturers hereunder and to the overall development of the port and access to and use by others of lands the subject of any grant to the Joint Venturers and of services and facilities provided by the Joint Venturers at peppercorn rental — special leases of Crown lands within the port area the townsites and the railway; and at rentals as prescribed by law or are otherwise reasonable — leases rights mining tenements easements reserves and licenses 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 (2) of this clause provided (as the case may require) as the Joint Venturers reasonably require for their works and operations hereunder including the construction or provision of the railway the Joint Venturers' wharf roads airfields water supplies and stone and soil for construction purposes; and Services and facilities 4 (ii) provide any services or facilities (including any expanded services or facilities which from time to time are considered to be reasonably necessary by the Minister) subject to the Joint Venturers bearing and paying the capital cost involved if reasonably attributable to or resulting from the Joint Venturers' 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 finally approved or determined as aforesaid PROVIDED THAT from and after the fifteenth anniversary of the export date or the twentieth anniversary of the date hereof whichever shall first occur (provided that the said twentieth anniversary shall be extended one (1) year for each year this Agreement has been continued in force and effect under clause 5(4) hereof) the Joint Venturers 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 Joint Venturers so request shall be allocated in respect of such one or more of the special leases or other leases granted to the Joint Venturers hereunder and remaining current) equal to twenty‑five (25) cents per ton on all ore in respect of which royalty is payable under clause 9(2)(h) 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 ore 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 Joint Venturers 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 Joint Venturers 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; and Other rights 4 (d) on application by the Joint Venturers cause to be granted to them such machinery and tailings leases (including leases for the dumping of overburden) and such other leases licenses reserves and tenements under the Mining Act or under the provisions of the Land Act modified as in sub‑clause (2) of this clause provided as the Joint Venturers may reasonably require and request for their purposes under this Agreement on or near the mineral lease. (2) For the purposes of sub‑paragraph (i) of paragraph (c) and paragraph (d) of sub‑clause (1) 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 subsection (2) of section 45A of the following subsection: (2) Upon the Governor signifying approval pursuant to subsection (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 licenses 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 Joint Venturers in forms consistent as aforesaid in lieu of or in the forms referred to in the Act. (3) The provisions of sub‑clause (2) of this clause shall not operate so as to prejudice the rights of the State to determine any lease license or other right or title in accordance with the other provisions of this Agreement. (4) The State further covenants with the Joint Venturers that the State — Non-interference with Joint Venturers' rights 4 (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 Joint Venturers 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 Joint Venturers hereunder assuming the taking by the Joint Venturers of all reasonable steps to avoid the interference; No resumption 4 (b) subject to the performance by the Joint Venturers of their obligations under this Agreement shall not during the currency hereof without the consent of the Joint Venturers 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 Joint Venturers and the subject of or used for the purposes of this Agreement nor any of the lands the subject of any lease or license granted to the Joint Venturers 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 Joint Venturers' operations hereunder; Labour requirements 4 (c) shall if so requested by the Joint Venturers and so far as its powers and administrative arrangements permit use reasonable endeavours to assist the Joint Venturers 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 4 (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 Joint Venturers in the conduct of the Joint Venturers' 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 Joint Venturers of full enjoyment of the rights granted and intended to be granted under this Agreement; Rights to other Minerals 4 (e) shall where and to the extent reasonably practicable on application by the Joint Venturers from time to time grant or assist in obtaining the grant to the Joint Venturers of prospecting rights and mining leases with respect to limestone dolomite and other minerals reasonably required by the Joint Venturers for their purposes under this Agreement; and Consents to improvements on leases 4 (f) shall as and when required by the Joint Venturers (but without prejudice to the foregoing provisions of this Agreement relating to the detailed proposals and matters referred to in clause 5(2) hereof) consent in writing where and to the extent that the Minister considers to be reasonably justified to the Joint Venturers making improvements for the purposes of this Agreement on the land comprised in any lease granted by the State to the Joint Venturers pursuant to this Agreement PROVIDED THAT the Joint Venturers shall also obtain any other consents legally required in relation to such improvements. (5) The Joint Venturers shall not have any tenant rights in improvements made by the Joint Venturers on the land comprised in any lease granted by the State to the Joint Venturers pursuant to this Agreement in any case where pursuant to clause 19 hereof such improvements will remain or become the absolute property of the State. (6) Notwithstanding the provisions of section 82 of the Mining Act and of regulations 192 and 193 made thereunder and of section 81D of the Transfer of Land Act 1933 in so far as the same or any of them may apply — (a) no mortgage or charge in a form commonly known as a floating charge made or given pursuant to clause 31 hereof over any lease, license, reserve or tenement granted hereunder or pursuant hereto by the Joint Venturers or any assignee or appointee who has executed and is for the time being bound by deed of covenant made pursuant to clause 31 hereof; (b) no transfer or assignment made or given at any time in exercise of any power of sale contained in any such mortgage or charge; shall require any approval or consent (other than such consent as may be necessary under clause 31 hereof) and no such mortgage or charge shall be rendered ineffectual as an equitable charge by the absence of any approval or consent (otherwise than as required by clause 31 hereof) or because the same is not registered under the provisions of the Mining Act. Obligations of the Joint Venturers to construct 4 9. (1) The Joint Venturers shall within a period of three (3) years next following the commencement date at a total cost (inclusive of the cost of any rail extensions between the mining areas and the port as may be constructed at any time but subject to any reduction of costs resulting from the application of the proviso to clause 5(2)(a) hereof) of not less than fifty million dollars ($50,000,000) construct (and shall actually commence construction within the first three (3) months next following the commencement date and shall progressively continue the construction in accordance with the reasonable requirements of the Minister having regard to the obligation of the Joint Venturers to complete the construction within the period specified in this sub‑clause) install provide and do all things necessary to enable them to carry out their proposals under clause 5(2) hereof as approved by the Minister but subject to any variation approved pursuant to clause 33 hereof and to enable them to mine ore from the mineral lease to transport the same by rail to the Joint Venturers' wharf and to commence shipment therefrom in commercial quantities in accordance with their obligations under paragraph (b) of sub‑clause (2) of clause 5 hereof and without lessening the generality of this provision the Joint Venturers shall within the aforesaid period of three (3) years (and in accordance with their approved proposals) — On mining areas 4 (a) except where already provided to the Minister's reasonable satisfaction 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 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 under the iron ore contracts 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; To commence exports 4 (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 (2) years shall not be less than one million (1,000,000) tons; To construct railway 4 (c) subject to the State having assured to the Joint Venturers 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 Clause 6 hereof (but subject to the provisions of the Public Works Act 1902 to the extent that they are applicable) a four feet eight and one‑half inches (4 ft. 8½ ins.) gauge railway (including inter alia any necessary deviations, loops, spurs, sidings, crossings, points, bridges, signalling, switches and other works and appurtenances) from the mineral lease to the Joint Venturers' wharf 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 locomotive freight cars and other railway stock and equipment to haul at least an average of one million (1,000,000) tons of iron ore per annum for the first two (2) years and thereafter at least three million (3,000,000) tons per annum to the Joint Venturers' wharf or as required for the purposes of this Agreement. (2) Throughout the continuance of this Agreement the Joint Venturers shall — Operation of railway 4 (a) operate their railway in a safe and proper manner and where and to the extent that they can do so without unduly prejudicing or interfering with their operations hereunder carry freight and transport the passengers of the State and of third parties on the railway subject to and in accordance with by‑laws (which shall include provision for reasonable charges) from time to time to be made altered and repealed pursuant to this Agreement and subject thereto or if no such by‑laws are made or in force then upon reasonable terms and at reasonable charges (having regard to the cost of the railway to the Joint Venturers) PROVIDED THAT in relation to their use of the said railway the Joint Venturers shall not be deemed to be a common carrier at common law or otherwise; Compliance with laws 4 (b) in the construction operation and maintenance and use of any work installation plant machinery equipment service or facility provided or controlled by the Joint Venturers comply with and observe the provisions hereof and subject thereto the laws for the time being in force in the said State; Maintenance 4 (c) at all times keep and maintain in good repair and working order and condition and where necessary replace all such works installations plant machinery and equipment and the railway the Joint Venturers' wharf roads (other than the public roads referred to in clause 13 hereof) dredging and water and power supplies for the time being the subject of this Agreement; Shipment of and price for ore 4 (d) subject to the provisions of this Agreement ship from the Joint Venturers' wharf all ore mined from the mineral lease and sold or supplied to any other party and use their best endeavours to obtain therefor the best price possible having regard to market conditions from time to time prevailing and will not sell any direct shipping ore as fine ore or fines PROVIDED THAT the provisions of this paragraph shall not apply to the sale of iron ore to Hamersley but limited however to a quantity not exceeding in all forty‑five million (45,000,000) tons; Access through mining areas 4 (e) allow the State and third parties to have access (with or without stock vehicles and rolling stock) over the mineral lease (by separate route road or railway) PROVIDED THAT such access shall not unduly prejudice or interfere with the Joint Venturers' operations hereunder; Protection for inhabitants 4 (f) subject to and in accordance with by‑laws (which shall include provision for reasonable charges) from time to time to be made and altered pursuant to this Agreement or if no such by‑laws are made or in force then upon reasonable terms and at reasonable charges (having regard to the cost thereof to the Joint Venturers) allow the inhabitants for the time being of the deposits' townsite being employees licensees or agents of the Joint Venturers or persons engaged in providing a legitimate and normal service to or for the Joint Venturers or their employees licensees or agents to make use of the water power recreational health and other services or facilities provided or controlled by the Joint Venturers; Use of local labour and materials 4 (g) so far as reasonably and economically practicable use labour available within the said State and give preference to bona fide Western Australian manufacturers and contractors in the placement of orders for works materials plant equipment and supplies where price quality delivery and service are equal to or better than that obtainable elsewhere. In calling tenders and/or letting contracts for works materials plant equipment and supplies required by them the Joint Venturers will so call tenders quotations or by other methods of procurement make provision that bona fide Western Australian manufacturers and contractors are given reasonable opportunity to tender quote or otherwise be properly considered for such works materials plant equipment and supplies; Royalties 4 (h) pay to the State royalty on all ore from the mineral lease shipped or sold or used (other than ore shipped solely for testing purposes) as follows — (i) on direct shipping ore and on fine ore and fines where such fine ore or fines are not sold or shipped separately as such (not being locally used direct shipping ore fine ore or fines) at the rate of seven and one‑half per centum (7½%) of the f.o.b. revenue (computed at the rate of exchange prevailing on date of receipt by the Joint Venturers of the purchase price in respect of iron ore shipped or sold hereunder) PROVIDED NEVERTHELESS that such royalty shall not be less than sixty (60) cents per ton (subject to sub‑paragraph (vi) of this paragraph) in respect of iron ore the subject of any shipment or sale; (ii) on fine ore sold or shipped separately as such (not being locally used fine ore) at the rate of three and three‑quarters per centum (3¾%) of the f.o.b. revenue (computed as aforesaid) PROVIDED NEVERTHELESS that such royalty shall not be less than thirty (30) cents per ton (subject to sub‑paragraph (vii) of this paragraph) in respect of iron ore the subject of any shipment or sale; (iii) on fines sold or shipped separately as such (not being locally used fines) at the rate of fifteen (15) cents per ton; (iv) on all other iron ore (not being locally used iron ore) at the rate of seven and one‑half per centum (7½%) of the f.o.b. revenue (computed as aforesaid) without any minimum royalty; (v) on all locally used iron ore at the rate of fifteen (15) cents per ton; (vi) if the amount ascertained by multiplying the total tonnage of ore shipped or sold and which is liable to royalty under sub‑paragraph (i) of this paragraph in any financial year by sixty (60) cents is less than the total royalty which would be payable in respect of that ore but for the operation of the proviso to that sub‑paragraph then that proviso shall not apply in respect of that ore shipped or sold in that year and at the expiration of that year any necessary adjustments shall be made accordingly; (vii) if the amount ascertained by multiplying the total tonnage of fine ore shipped or sold separately as such and which is liable to royalty under sub‑paragraph (ii) of this paragraph in any financial year by thirty (30) cents is less than the total royalty which would be payable in respect of that ore but for the operation of the proviso to that sub‑paragraph then that proviso shall not apply in respect of fine ore shipped or sold separately as such in that year and at the expiration of that year any necessary adjustments shall be made accordingly; (viii) on iron ore sold to Hamersley (none of which shall be deemed to be locally used iron ore) at the rate of seven and one‑half per centum (7½%) of a f.o.b. revenue to be agreed. The f.o.b. revenue to be established shall unless the Joint Venturers otherwise satisfy the Minister be not less than the average f.o.b. revenue used for royalty calculation in respect of all other exports of comparable ore from the Pilbara region at that time PROVIDED NEVERTHELESS that such royalty shall not be less than sixty (60) cents per ton and PROVIDED FURTHER that the provisions of clause 39 of this Agreement shall not apply in respect of this sub‑paragraph AND PROVIDED FURTHER that Hamersley shall not be required to pay any further royalties in respect of iron ore sold to it by the Joint Venturers; (ix) the royalty at the rate of fifteen (15) cents per ton referred to in sub‑paragraph (iii) of this paragraph and the royalty on locally used iron ore and the royalty of sixty (60) cents per ton referred to in sub‑paragraph (viii) of this paragraph shall be adjusted up or down (as the case may be) as at the first day of January, 1969, and as at the beginning of every fifth year in accordance with any variation in the average of the basic prices of foundry pig iron c.i.f. Australian capital city ports as announced by B.H.P. from time to time during the calendar year immediately preceding the date at which the adjustment is required to be made as compared with such average for the calendar year, 1963; For the purposes of this paragraph "locally used iron ore" means — (i) iron ore used by the Joint Venturers or an associated company within the said State for the production of pellets or for secondary processing or in a plant for the production of metallised agglomerates iron or steel; and (ii) iron ore used by any other person or company north of the twenty‑sixth parallel of latitude in the said State for the production of pellets or for secondary processing or in a plant for the production of metallised agglomerates iron or steel; Payment of Royalties 4 (i) within fourteen (14) days after the quarter days the last days of March, June, September and December in each year commencing with the quarter day next following the first commercial shipment of ore from the Joint Venturers' wharf furnish to the Minister a return showing the quantity of all ore the subject of royalty hereunder and shipped sold or used (as the case may be) during the quarter immediately preceding the due date of the return and shall not later than two (2) months after such due date pay to the Minister the royalty payable in respect of ore used and in respect of all ore shipped or sold pay to the Minister on account of the royalty payable hereunder a sum calculated on the basis of invoices or provisi