Western Mining Corporation Limited (Throssell Range) Agreement Act 1985 (WA)

Western Australia Western Mining Corporation Limited (Throssell Range) Agreement Act 1985 Western Australia Western Mining Corporation Limited (Throssell Range) Agreement Act 1985 Contents 1. Short title 1 2. Commencement 1 3. Interpretation 1 4. Agreement ratified and implementation authorised 1 5. By‑laws 2 Schedule — Western Mining Corporation Limited (Throssell Range) Agreement Notes Compilation table 49 Defined terms Western Australia Western Mining Corporation Limited (Throssell Range) Agreement Act 1985 An Act to ratify and authorise the implementation of an agreement between the State of Western Australia and Western Mining Corporation Limited and for incidental and other purposes. 1. Short title This Act may be cited as the Western Mining Corporation Limited (Throssell Range) Agreement Act 1985 1. 2. Commencement This Act shall come into operation on the day on which it is assented to by the Governor 1. 3. Interpretation In this Act — the Agreement means the agreement a copy of which is set out in the Schedule and includes the Agreement as altered from time to time in accordance with its provisions. 4. Agreement ratified and implementation authorised (1) The Agreement is hereby ratified. (2) The implementation of the Agreement is authorised. (3) Without limiting or otherwise affecting the application of the Government Agreements Act 1979, the Agreement shall operate and take effect notwithstanding any other Act or law. 5. By‑laws (1) The Governor may make 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 on which they are so published or from such later day or days as may be fixed by the by‑laws; (c) may prescribe penalties not exceeding $100; and (d) are not subject to section 42 of the Interpretation Act 1984, but shall be laid before each House of Parliament within 6 sitting days of such House next following the publication of the by‑laws in the Government Gazette. Schedule — Western Mining Corporation Limited (Throssell Range) Agreement [s. 3] [Heading amended: No. 19 of 2010 s. 4.] THIS AGREEMENT is made this 29th day of October, 1985. BETWEEN THE HONOURABLE BRIAN THOMAS BURKE, M.L.A., 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 one part and WESTERN MINING CORPORATION LIMITED a company incorporated in the State of Victoria and having its principal place of business in the State of Western Australia at 191 Great Eastern Highway, Belmont (hereinafter called "the Company" in which term shall be included its successors and permitted assigns) of the other part. WHEREAS: (a) the Company, at a cost in excess of $8 000 000, has established the existence of copper mineralisation within the exploration areas defined in Clause 1 of this Agreement; (b) the Company desires to carry out further intensive exploration work in the exploration areas and to investigate the economic feasibility of developing copper and associated minerals and, subject thereto, to develop mining and processing operations within the exploration areas; (c) the Company intends to provide such facilities and services as may be necessary for its activities under this Agreement and for the accommodation and welfare of its workforce; and (d) the State, for the purpose of promoting employment opportunity and industrial development in Western Australia, desires to assist the Company in the exploration and development of the mineralisation upon and subject to the terms of this Agreement. NOW THIS AGREEMENT WITNESSETH: Definitions 2 1. In this Agreement subject to the context — "advise", "apply", "approve", "approval", "consent", "certify", "direct", "notify", "request", or "require", means advise, apply, approve, approval, consent, certify, direct, notify, request, or require in writing as the case may be and any inflexion or derivation of any of those words has a corresponding meaning; "approved proposal" means any proposal approved or determined under this Agreement; "associated minerals" means minerals having a genetic association; "Clause" means a clause of this Agreement; "commencement date" means the date the Bill referred to in Clause 3 comes into operation as an Act; "Commonwealth" means the Commonwealth of Australia and includes the Government for the time being thereof; "exploration areas" means the areas bordered green on the plan marked "A" (initialled by or on behalf of the parties hereto for the purpose of identification); "Land Act" means the Land Act 1933; "local authority" means the council of a municipality that is a city, town or shire constituted under the Local Government Act 1960; "minerals" means all minerals other than iron ore; "mine town" means a town to be established within or in the vicinity of the exploration areas by the Company as a principal housing area for its mine workforce pursuant to an approved proposal and may with the approval of the Minister include an existing town; "mine townsite" means the site on which a mine town is or is to be established; "Mining Act" means the Mining Act 1978; "Mining Lease" means the mining lease granted pursuant to Clause 13 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; "Minister" means the Minister in the Government of the State for the time being responsible (under whatsoever title) for the administration of the Act to ratify this Agreement and pending the passing of that Act means the Minister for the time being designated in a notice from the State to the Company and includes the successors in office of the Minister; "Minister for Minerals and Energy" means the Minister in the Government of the State for the time being responsible for the administration of the Mining Act; "month" means calendar month; "notice" means notice in writing; "person" or "persons" includes bodies corporate; "private road" means a road which is either constructed by the Company in accordance with approved proposals or agreed by the parties to be a private road for the purposes of this Agreement; "public road" means a road as defined by the Road Traffic Act 1974; "said State" means the State of Western Australia; "secondary processing" means the processing of minerals in the said State to substantially enhance their economic value; "Special Exploration Licence" means the licence granted pursuant to Clause 5; "State Energy Commission" means The State Energy Commission of Western Australia as described in section 7 of the State Energy Commission Act 1979; "subclause" means subclause of the Clause in which the term is used; "this Agreement" "hereof" and "hereunder" refer to this Agreement whether in its original form or as from time to time added to varied or amended; "year 1" means the 12 month period commencing on the commencement date and "year" followed immediately by any other numeral has a corresponding meaning. Interpretation 2 2. In this Agreement — (a) monetary references are references to Australian currency unless otherwise specifically expressed; (b) power given under any Clause other than Clause 33 to extend any period or date shall be without prejudice to the power of the Minister under Clause 33; (c) marginal notes do not affect the interpretation or construction 2; (d) reference to an Act includes the amendments to that 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. Initial obligations of the State 2 3. The State shall — (a) introduce and sponsor a Bill in the Parliament of Western Australia to ratify this Agreement and endeavour to secure its passage as an Act prior to 31st December, 1985; and (b) to the extent reasonably necessary for the purposes of this Agreement allow the Company to enter upon Crown Lands (including, if applicable, land the subject of a pastoral lease and reserves within the exploration areas). Ratification and operation 2 4. (1) The provisions of this Agreement other than this Clause and Clauses 1, 2 and 3 shall not come into operation until the Bill referred to in Clause 3 has been passed by the Parliament of Western Australia and comes into operation as an Act. (2) If before 31st December, 1985 the said Bill has not commenced to operate as an Act then unless the parties hereto otherwise agree this Agreement shall then cease and determine and neither party hereto shall have any claim against the other with respect to any matter or thing arising out of, done, performed, or omitted to be done or performed under this Agreement. (3) On the said Bill commencing to operate as an Act all the provisions of this Agreement shall operate and take effect notwithstanding the provisions of any Act or law. Special Exploration Licence 2 5. (1) Notwithstanding the provisions of the Mining Act the State shall on application made by the Company not later than 3 months after the commencement date but subject to the surrender by the Company of all mining tenements held and the withdrawal of all applications for mining tenements made by the Company to lands within the exploration areas, cause to be granted to the Company a licence to explore for minerals within the exploration areas such licence (the "Special Exploration Licence") to be granted under and, except as otherwise provided in this Agreement, subject to the Mining Act as if it were an exploration licence under that Act and at the rentals from time to time specified in the Mining Act in respect of exploration licences but in the form of the First Schedule hereto. (2) The term of the Special Exploration Licence shall, subject to the sooner determination thereof on the determination or cessation of this Agreement, be for a period expiring at the end of year 5 PROVIDED HOWEVER that the Minister may extend the term of the Special Exploration Licence once for a period of one year AND PROVIDED FURTHER that where the Company has, prior to the expiration of the Special Exploration Licence, submitted all the proposals required pursuant to subclause (1) of Clause 7 but those proposals have not been approved or determined at the date for expiration of the Special Exploration Licence, the Minister shall extend the term of the Special Exploration Licence for the period required for the approval or determination of those proposals and a further period of 3 months or such longer period as the Minister may allow so as to permit the grant of the Mining Lease. (3) The Company shall not extract or remove from the areas comprised within the Special Exploration Licence more than 1 000 tonnes of ore without first obtaining the approval of the Minister for Minerals and Energy. (4) (a) The Company shall expend in exploration for minerals within the Special Exploration Licence but excluding that part thereof shown bordered red on the plan marked "B" initialled by or on behalf of the parties hereto for the purpose of identification, in addition to any expenditure under Clause 6, at least the following amounts for each square kilometre or part thereof of the area of the Special Exploration Licence (excluding the area of the said part bordered red on the said plan "B") during the following years — Year Amount per sq: kilometre 1 $ 600 2 $ 900 3 $1 200 4 $1 200 5 $1 200 6 (if term $1 200 extended to year 6) PROVIDED THAT and notwithstanding the provisions of subclause (2) of Clause 32 the Minister may allow a lesser expenditure in any year where the Company shows to the satisfaction of the Minister that its failure to expend the required amount was caused by exploration being suspended due to abnormally wet weather conditions. (b) (i) Exploration for minerals under this subclause shall be such as to spread as far as practicable the exploration work over the whole of the area of the Special Exploration Licence (other than the said area bordered red on the said plan "B"). (ii) At the commencement of each year of the Special Exploration Licence the Company shall submit to the Minister a report detailing its exploration programme for the following 12 months. In respect of years 4, 5 and 6 (if the Special Exploration Licence is then in existence) the Minister if he is not satisfied as to the proposed spread of work in any exploration programme shall consult with the Company thereon. The Minister may agree to areas within the Special Exploration Licence not being explored under any particular programme but where he does not so agree and the Company does not amend its programme to include exploration of those areas, the Minister may require the Company to surrender those areas. (c) For the purpose of this subclause, "exploration for minerals" means all activities related to the search for deposits of economic minerals, and the investigation of discovered deposits to determine their size, shape, grade‑distribution, and other characteristics necessary for preliminary appraisal of economic viability but does not include the detailed assessment of a discovered deposit of minerals to determine the mining and metallurgical methods to be used in its extraction. (5) The Company may at any time and from time to time surrender any area or areas of the Special Exploration Licence. The provisions of section 65 of the Mining Act shall not apply to the Special Exploration Licence. All areas surrendered pursuant to this subclause shall except in those cases where the Minister otherwise agrees be in the form of a rectangle (with the length not exceeding twice the width) but if the presence of boundaries of mining tenements held by third parties, other boundaries or natural features make is necessary or desirable to vary this shape, each side of the area surrendered shall be a straight line and where possible at right angles to an adjacent side or parallel to an opposite side and each area so surrendered shall not unless the Minister otherwise agrees be less than 100 square kilometres in area. (6) Save where the same are inconsistent with the provisions of this Clause the provisions of the Mining Act (including, without limiting the generality of the foregoing, sections 68 and 70 and regulation 22) shall apply to the Special Exploration Licence as if it were an exploration licence under the Mining Act. (7) Notwithstanding regulation 96 of the regulations made under the Mining Act — (a) the Minister for Minerals and Energy may at any time and from time to time after the grant of the Special Exploration Licence make public any information contained in reports submitted to him in respect of — (i) areas within the Special Exploration Licence surrendered pursuant to subclause (5); and (ii) areas within the exploration areas surrendered for the purposes of subclause (1) of Clause 13 but not included in the Mining Lease; (b) the Company shall from time to time make public such geological data relating to the Special Exploration Licence as agreed between the Company and the Minister. (8) If the Company does not submit all the proposals required pursuant to subclause (1) of Clause 7 during the term of the Special Exploration Licence this Agreement shall on the date of expiration of the Special Exploration Licence cease and determine without the need for any notice by the State pursuant to Clause 34 but subject however to the provisions of Clause 35. Initial obligations of the Company 2 6. (1) The Company shall carry out field and office engineering, environmental, market and finance studies and other matters necessary to enable it to finalise and to submit to the Minister the detailed proposals referred to in Clause 7 and shall keep the State fully informed in writing as and when required by the State as to the progress and results of its investigations, studies and other works and operations under this Clause. (2) The Company shall co‑operate with the State and consult with the representatives or officers of the State regarding matters referred to in subclause (1) and any other relevant studies in relation to that subclause that the Minister may wish to undertake. Company to submit proposals 2 7. (1) The Company shall on or before the end of year 5 (or the end of year 6 where the Minister has extended the term of the Special Exploration Licence for a period of one year pursuant to subclause (2) of Clause 5) and subject to the provisions of this Agreement, submit to the Minister to the fullest extent reasonably practicable its detailed proposals (including plans where practicable and specifications where reasonably required by the Minister) with respect to a mining project on those areas within the exploration areas which it proposes to have included in the Mining Lease which proposals shall make provision for the necessary workforce and associated population required to enable the Company to mine and recover copper and associated minerals from the areas the subject of the proposals and to transport and ship such minerals and shall include the location, area, lay‑out, design, quantities, materials and time programme for the commencement and completion of construction or the provision (as the case may be) of each of the following matters, namely — (a) the establishment of mining and treatment operations in respect of copper and associated minerals; (b) roads; (c) accommodation for the Company's workforce associated with its mining operations carried on pursuant to this Agreement (and for any other of the Company's workforce engaged in the shipment of copper and associated minerals from ports in the Pilbara and for the processing of such minerals pursuant to this Agreement) including housing, provision of utilities and services and associated facilities; (d) water supply; (e) power supply; (f) port facilities; (g) airstrip in or adjacent to the exploration areas and other airport facilities and services; (h) any other works, services or facilities desired by the Company; (i) use of local labour professional services manufacturers suppliers contractors and materials and measures to be taken with respect to the engagement and training of employees by the Company its agents and contractors; (j) any leases (other than mining leases) licences or other tenures of land required from the State; and (k) an environmental management programme as to measures to be taken, in respect of the Company's activities under this Agreement, for the protection and management of the environment. (2) The proposals pursuant to paragraph (c) of subclause (1) shall include the provision of a mine town (which may include with the approval of the Minister an existing town) but the Minister may in lieu thereof approve alternative provisions for the accommodation of the Company's workforce and support facilities and in considering any approach from the Company in this regard the Minister shall take into account — (a) the scale of the proposed operations and associated facilities; (b) the term of the proposed mining operations; (c) relevant economic and social factors and such other factors as the Minister may consider relevant. Other minerals 2 (3) The proposals pursuant to subclause (1) may with the approval of the Minister be in respect of minerals other than copper and associated minerals; Order of proposals 2 (4) The proposals pursuant to subclause (1) may with the approval of the Minister or if so required by him shall be submitted separately and in any order as to the matter or matters mentioned in one or more of paragraphs (a) to (k) of subclause (1). Use of existing infrastructure 2 (5) The said proposals 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 Company of any existing facilities of such kind belonging to the Company or upon reasonable terms and conditions of any other existing facilities of such kind. Financial arrangements 2 (6) At the time when the Company submits the proposals it shall furnish to the State's satisfaction evidence of — (a) the availability of finance necessary for the fulfilment of the operations to which the said proposals refer; (b) the readiness of the Company to embark upon and proceed to carry out the operations referred to in the said proposals. Consideration of proposals 2 8. (1) On receipt of the said proposals pursuant to subclause (1) of Clause 7 the Minister shall — (a) approve of the said proposals either wholly or in part without qualification or reservation; or (b) defer consideration of or decision upon the same until such time as the Company submits a further proposal or proposals in respect of some other of the matters mentioned in subclause (1) of Clause 7 not covered by the said proposals; or (c) require as a condition precedent to the giving of his approval to the said proposals that the Company makes such alteration thereto or complies 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 Company of all or any of the facilities proposed to be provided) thinks reasonable and in such a case the Minister shall disclose his reasons for such conditions. Advice of Minister's decision 2 (2) The Minister shall within two months after receipt of the said proposals pursuant to subclause (1) give notice to the Company of his decision in respect to the same. Consultation with Minister 2 (3) If the decision of the Minister is as mentioned in either of paragraphs (b) or (c) of subclause (1) the Minister shall afford the Company full opportunity to consult with him and should it so desire to submit new or revised proposals either generally or in respect to some particular matter. Minister's decision subject to arbitration 2 (4) If the decision of the Minister is as mentioned in either of paragraphs (b) or (c) of subclause (1) and the Company considers that the decision is unreasonable the Company within two months after receipt of the notice mentioned in subclause (2) may elect to refer to arbitration in the manner hereinafter provided the question of the reasonableness of the decision. Arbitration award 2 (5) An award made on an arbitration pursuant to subclause (4) shall have force and effect as follows — (a) if by the award the dispute is decided against the Company then unless the Company within 3 months after delivery of the award gives notice to the Minister of its acceptance of the award this Agreement shall on the expiration of that period of 3 months cease and determine; or (b) if by the award the dispute is decided in favour of the Company the decision shall 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. Effect of non-approval of proposals 2 (6) Notwithstanding that under subclause (1) any detailed proposals of the Company are approved by the Minister or determined by arbitration award, unless each and every such proposal and matter is so approved or determined by the end of year 6 or by such extended date if any as the Company shall be granted pursuant to the provisions of this Agreement then the Minister may give to the Company 3 months notice of intention to determine this Agreement and unless before the expiration of the said 3 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 Clause 35. Implementation of proposals 2 (7) The Company shall implement the approved proposals in accordance with the terms thereof. Additional proposals 2 9. If the Company at any time during the continuance of this Agreement desires to significantly modify expand or otherwise vary its activities carried on pursuant to this Agreement beyond those specified in any approved proposals it shall give notice of such desire to the Minister and within 2 months thereafter shall 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 (k) of subclause (1) of Clause 7 as the Minister may require. The provisions of Clause 7 and Clause 8 (other than subclauses (5) and (6)) shall mutatis mutandis apply to detailed proposals submitted pursuant to this subclause with the proviso that the Company may withdraw such proposals at any time before approval thereof or, where any decision of the Minister in respect thereof is referred to arbitration, within 3 months after the award by notice to the Minister that it shall not be proceeding with the same. The Company shall implement the approved proposals in accordance with the terms thereof. Protection and management of the environment 2 10. (1) The Company shall in respect of the matters referred to in paragraph (k) of subclause (1) of Clause 7 and which are the subject of approved proposals under this Agreement, carry out a continuous programme of investigation and research including monitoring and the study of sample areas to ascertain the effectiveness of the measures it is taking pursuant to such approved proposals for rehabilitation and the protection and management of the environment. (2) The Company shall during the currency of this Agreement at yearly intervals commencing from the date when the Company's proposals are finally approved submit an interim report to the Minister concerning investigations and research carried out pursuant to subclause (1) and at 3 yearly intervals commencing from such date submit a a detailed report to the Minister on the result of the investigations and research during the previous 3 years. (3) The Minister may within 2 months of the receipt of the detailed report pursuant to subclause (2) notify the Company that he requires additional detailed proposals to be submitted in respect of all or any of the matters the subject of the detailed report. (4) The Company shall within 2 months of the receipt of a notice given pursuant to subclause (3) submit to the Minister additional detailed proposals as required and the provisions of Clause 7 and Clause 8 (other than subclauses (5) and (6) ) where applicable shall mutatis mutandis apply in respect of such proposals. (5) The Company shall implement the decision of the Minister or an award made on arbitration as the case may be in accordance with the terms thereof. Use of local labour services and materials 2 11. (1) The Company shall, for the purposes of this Agreement — (a) except in those cases where the Company can demonstrate it is impracticable so to do, use labour available within the said State; (b) as far as it is reasonable and economically practicable so to do use the services of engineers surveyors architects and other professional consultants, project managers manufacturers suppliers and contractors resident and available within the said State; (c) when preparing specifications calling for tenders and letting contracts for works materials plant equipment and supplies ensure that Western Australian suppliers manufacturers and contractors are given fair and reasonable opportunity to tender or quote; and (d) give proper consideration and where possible preference to Western Australian manufacturers suppliers and contractors when letting contracts or placing orders for works materials plant equipment and supplies where price quality delivery and service are equal to or better than that obtainable elsewhere. (2) The Company shall in every contract entered into with a third party for the supply of services labour works materials plant equipment and supplies for the purposes of this Agreement require as a condition thereof that such third party shall undertake the same obligations as are referred to in subclause (1) and shall report to the Company concerning such third party's implementation of that condition. (3) The Company shall submit a report to the Minister at monthly intervals commencing from the date of this Agreement or such longer periods as the Minister may from time to time determine concerning its implementation of the provisions of this Clause and the performance of third parties in relation thereto pursuant to subclause (2) together with a copy of any report received by the Company pursuant to that subclause during that month. Roads — Private roads 2 12. (1) The Company shall — (a) be responsible for the cost of the construction and maintenance of all private roads which shall be used in its operations hereunder; (b) at its own cost make such provision as shall ensure that all persons and vehicles (other than those engaged upon the Company's operations and its invitees and licencees) are excluded where required by the Company from use of any such private roads; and (c) at any place where such private roads cross any railways or public roads provide at its cost such reasonable protection as may be required by the Railways Commission or the Commissioner of Main Roads as the case may be. Public roads — construction 2 (2) The State may construct or cause to be constructed by either the Company or others after consultation with the Company within such period of time as the parties shall agree public roads of an appropriate standard and in accordance with the requirements of the Commissioner of Main Roads to connect the mine town with existing public roads. The cost of any such construction shall be borne by the Company subject to the State contributing such amount as the State considers to be a reasonable proportion thereof. Maintenance of public roads 2 (3) The State shall maintain or cause to be maintained those public roads under the control of the Commissioner of Main Roads or a local authority which may be used by the Company to a standard similar to comparable public roads maintained by the Commissioner of Main Roads or a local authority as the case may be. Upgrading of public roads 2 (4) In the event that for or in connection with the Company's operations hereunder the Company or any person engaged by the Company uses or wishes to use a public road referred to in subclause (2) which is inadequate for the purpose, or any use by the Company or any person engaged by the Company of any such public road results in excessive damage thereto or deterioration thereof (other than fair wear and tear) the Company shall pay to the State the whole or an equitable part of the total cost of any upgrading required or of making good the damage or deterioration as may be reasonably required by the Commissioner of Main Roads having regard to the use of such public road by others. Liability 2 (5) The State and the Company further covenant and agree with each other that — (a) for the purposes of determining whether and if so the extent to which — (i) the Company is liable to any person or body any person or body corporate (other than the State); or (ii) an action is maintainable by any such person or body corporate in respect of the death or in respect of the death or injury of any person or damage to any property arising out of the use of any of the roads for the maintenance of which the Company is responsible hereunder and for no other purpose the Company shall be deemed to be a municipality and the said roads shall be deemed to be streets under the care control and management of the Company; and (b) for the purposes of this Clause the terms "municipality" "street" and "care control and management" shall have the meaning which they respectively have in the Local Government Act 1960. Acquisition of private roads 2 (6) Where a road constructed by the Company for its own use is subsequently required for public use, the State may, after consultation with the Company and so long as resumption thereof shall not unduly prejudice or interfere with the operations of the Company under this Agreement, resume and dedicate such road as a public road. Upon any such resumption the State shall pay to the Company such amount as the State considers to be reasonable. Mining Lease 2 13. (1) On application made by the Company not later than 3 months after all its proposals submitted pursuant to subclause (1) of Clause 7 have been approved or determined and the Company has complied with the provisions of subclause (6) of Clause 7, for a mining lease of so much of the land, not exceeding in the aggregate 250 square kilometres (or s