MINERAL SANDS (WESTERN TITANIUM) AGREEMENT. · MINERAL SANDS (WESTERN TITANIUM) AGREEMENT. No. 53...

WESTERN AUSTRALIA.

MINERAL SANDS (WESTERN

TITANIUM) AGREEMENT.

No. 53 of 1975.

AN ACT to ratify an Agreement between the Stateof Western Australia and Western TitaniumLtd with respect to the mining and concentrat-ing of mineral sands and the production of heavyminerals at or near Eneabba.

[Assented to 15th October, 1975.]

BE it enacted by the Queen's Most ExcellentMajesty, by and with the advice and consent

of the Legislative Council and the LegislativeAssembly of Western Australia, in this presentParliament assembled, and by the authority of thesame, as follows:—

1. This Act may be cited as the Mineral Sands Short title.(Western Titanium) Agreement Act, 1975.

Interpreta-tion.

No. 53.] Mineral Sands (Western [1975.Titanium) Agreement.

2. In this Act "the Agreement" means theagreement a copy of which is set out in the Scheduleto this Act and, if that agreement is altered inaccordance with the provisions thereof, includesthat agreement as so altered from time to time.

Ratificationof theAgreement.

3. The Agreement is hereby ratified.

1975.] Mineral Sands (Western [No. 53.Titanium) Agreement.

SCHEDULE.

THIS AGREEMENT made this 27th day of May, 1975BETWEEN THE HONOURABLE SIR CHARLES WALTERMICHAEL COURT, O.B.E., M.L.A. Premier of the State ofWestern Australia, acting for and on behalf of the saidState and its instrumentalities from time to time (herein-after called "the State") of the one part and WESTERNTITANIUM LTD a company incorporated under theCompanies Act of the State of Victoria and having itsregistered office in the State of Western Australia situateat 643 Murray Street West Perth (hereinafter called "theCompany" in which term shall be included the Companyand its successors and permitted assigns and appointees)of the other part.

WHEREAS:(a) the Company is engaged in the mining and

processing of heavy mineral sands at Capel includ-ing the beneficiation of ilmenite;

(b) the Company has established the existence of aheavy mineral sands ore body within the miningareas defined in Clause 1 and has carried outcertain investigations relating inter alia to themining and treatment of that ore at Eneabba andthe sale of heavy minerals;

(c) the Company intends to commence mining andconcentrating ore and the production of heavyminerals at Eneabba and to transport such heavyminerals either to Geraldton for shipment or else-where for further treatment in Western Australia;

(d) the Company intends to provide facilities andservices necessary for its operations hereunder andfor the accommodation and welfare of itsemployees;

(e) the State requires the Company, subject toeconomic feasibility, to continue to pursue activelyand progressively a policy of increasing the bene-ficiation of heavy minerals to the maximum degreepossible in Western Australia.

NOW THIS AGREEMENT WITNESSETH-

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 writ-ing as the case may be;


"associated company" means(a) any company or corporation providing for

the purpose of this Agreement capital ofnot less than $2 000 000 which is incor-porated or formed within the UnitedKingdom the United States of America orAustralia or such other country as theMinister may approve and which

(i) is promoted by the Company forall or any of the purposes of thisAgreement and in which the Com-pany or some other company orcorporation acceptable to theMinister has not less than a 25%interest or some lesser interestacceptable to the Minister; or

(ii) is related within the meaning ofthat term as used in section 6 ofthe Companies Act, 1961, to anycompany or corporation in whichthe Company or some other com-pany or corporation accept-able to the Minister holds not lessthan 25% of the issued ordinaryshare capital; and

(iii) is notified to the Minister by theCompany as being such a company;

(b) any company or corporation approved inwriting by the Minister;

"Clause" means a clause of this Agreement;

"commencement date" means the date the Bill referredto in Clause 3 comes into operation as an Act;

"Commonwealth" means the Commonwealth of Aus-tralia and includes the Government for the timebeing thereof;

"common inloading system" means the mineral sands-iron ore handling system extended by the Gerald-ton Port Authority pursuant to Clause 19 (4) forthe purpose of train unloading and conveyingheavy minerals and heavy mineral products to therespective stockpile areas not only of the Companyand WMC Mineral Sands Limited but also of othercompanies shipping heavy minerals and heavymineral products through the port;

"common materials handling system" means thecommon inloading system extended by the Gerald-ton Port Authority pursuant to ! Clause 19 (4) forthe purpose of conveying heavy minerals and


heavy mineral products directly to the shiploaderfrom the respective stockpile areas not only of theCompany and WMC Mineral Sands Limited but alsoof other companies shipping heavy minerals andheavy mineral products through the port;

"concentration plant" means the plant to be constructedby the Company near Eneabba for the concentra-tion of ore into heavy mineral concentrates;

"heavy minerals" means titaniferous minerals (includ-ing ilmenite rutile and leucoxene) and magnetitezircon monazite kyanite staurolite xenotime andgarnet resulting from the separation of heavymineral concentrates;

"heavy mineral concentrates" means ore concentratedprior to its separation into component heavyminerals;

"heavy mineral products" means the products result-ing from secondary processing;

"Land Act" means the Land Act, 1933;"mineral claim" means a mineral claim granted

pursuant to regulations made under the MiningAct or any mining right (other than a minerallease) granted in substitution therefor under anyamendment to the Mining Act or any Act passed insubstitution therefor or in lieu thereof and theregulations for the time being in force thereunder;

"mineral lease" means the mineral lease referred toin Clause 15 and any renewal thereof andaccording to the context shall describe the areaof land demised as well as the instrument by whichit is demised;

"mineral sands—iron ore handling system" means thehandling system at the port of Geraldton con-structed for the purposes of the WMC JointVenturers under the Iron Ore (Tallering Peak)Agreement Act, 1964 and to be modified by the WMCJoint Venturers for the purposes of handling heavyminerals and heavy mineral products for theCompany and WMC Mineral Sands Limited throughthe port;

"Mining Act" means the Mining Act, 1904;"mining areas" means the areas delineated and

coloured red (hereinafter called "the red areas")on the plan marked "A" (initialled by or on behalfof the parties hereto for the purposes of identifica-tion) over which the Company as at the datehereof holds mineral claims, together with such of

No. 53.1 Mineral Sands (Western [1975.Titanium) Agreement.

the areas delineated and coloured yellow (herein-after called "the yellow areas") on the said planover which mineral claims may at any time within3 years after the date of commencement of themineral lease, be granted to the Company by theMinister for Mines or transferred to the Companywith the approval of that Minister;

"Minister" means the Minister in the Government ofthe State for the time being responsible (underwhatsoever title) for the administration of theratifying Act and pending the passing of the Actmeans the Minister for the time being designatedin a notice from the State to the Company andincludes the successors in office of the Minister;

"Minister for Mines" means the Minister in the Govern-ment of the State for the time being responsiblefor the administration of the Mining Act;

"month" means calendar month;

"notice" means notice in writing;

"ore" means any rock soil or sand bearing heavyminerals mined from the mineral lease;

"person" or "persons" includes bodies corporate;

"port" means the port of Geraldton or with the consentof the Minister any other port that may beestablished near Geraldton under the control of theGeraldton Port Authority;

"private road" means a road (not being a public road)which is either constructed by the Company inaccordance with its proposals as approved by theMinister pursuant to Clause 6 or agreed by theparties to be a private road for the purpose of thisAgreement;

"public road" means a road as defined by the TrafficAct, 1919;

"Public Works Act" means the Public Works Act, 1902;

"Railways Commission" means the Western AustralianGovernment Railways Commission establishedpursuant to the Government Railways Act, 1904;

"ratifying Act" means the Act to ratify this Agreementand referred to in Clause 4;

"said State" means the State of Western Australia;

"secondary processing" means the processing of heavyminerals in the said State to substantially enhancetheir economic value;


"separation plant" means the plant to be constructedby the Company near Eneabba for the separation ofheavy mineral concentrates into component heavyminerals;

"State Electricity Commission" means the StateElectricity Commission of Western Australiaestablished pursuant to the State ElectricityCommission Act, 1945;

"this Agreement" "hereof" and "hereunder" refer tothis Agreement whether in its original form or asfrom time to time added to varied or amended;

"town" means the townsite of Leeman as amended andredescribed from time to time pursuant to section10 of the Land Act or any other townsite requestedby the Company and approved by the Ministerpursuant to proposals hereunder;

"WMC Joint Venturers" means and includes WesternMining Corporation Limited, The Hanna MiningCompany and Homestake Mining Company and theirpermitted assigns being the parties bound by anagreement dated 20th November 1964 entered intowith the then Premier on behalf of the State ofWestern Australia and ratified by the Iron Ore(Tallering Peak) Agreement Act, 1964.

2. (1) In this AgreementInterpreta-tion.

(a) monetary references are references toAustralian currency unless otherwise specificallyexpressed;

(b) power given under any clause other than Clause31 to extend any period or date shall be withoutprejudice to the power of the Minister underClause 31;

(c) marginal notes do not affect the interpretationor construction; and

(d) reference to an Act includes the amendmentsto that Act for the time being in force andalso any Act passed in substitution therefor orin lieu thereof and the regulations for the timebeing in force thereunder.

Initialobligationsof the State.


3. The State shall

(a) introduce and sponsor a Bill in the Parliamentof Western Australia to ratify this Agreementand endeavour to secure its passage as an Actprior to the 31st December 1975; and

(b) to the extent reasonably necessary for thepurposes of this Agreement allow the Companyto enter upon Crown lands.

Ratificationandoperation.

4. (1) The provisions of this Agreement other than thisClause and Clauses 1 and 3 shall not come into operationuntil the Bill referred to in Clause 3 has been passed bythe Parliament of Western Australia and comes intooperation as an Act.

(2) If before 31st December 1975 the said Bill is notpassed then unless the parties hereto otherwise agree thisAgreement shall then cease and determine and neither ofthe parties hereto shall have any claim against the otherof them with respect to any matter or thing arising out of,done, performed or omitted to be done or performed underthis Agreement.

(3) On the said Bill commencing to operate as an Actall the provisions of this Agreement shall operate and takeeffect notwithstanding the provisions of any Act or law.

Company tosubmitproposals.

5. (1) On or before 30th June 1975 (or thereafter withinsuch extended time as the Minister may allow as hereinafterprovided) the Company shall submit to the Minister to thefullest extent reasonably practicable its detailed proposals(which proposals shall include plans where practicable andspecifications where reasonably required by the Minister)for a mining and treatment project with a capacity toproduce not less than 240 000 tonnes per year of heavyminerals from the mineral lease, and the transport andshipment through the port of heavy minerals and for makingprovision for the necessary work force and associatedpopulation required to enable the Company to mine ore andto separate heavy mineral concentrates into heavy mineralsat the separation plant and including the location, area,lay-out, design, quantities, materials and time programme


for the commencement and completion of construction orthe provision (as the case may be) of each of the followingmatters; namely

(a) the mining, and concentrating of ore and theseparation of heavy mineral concentrates intoheavy minerals;

(b) roads;

(c) facilities for the export of heavy minerals andheavy mineral products through the port;

(d) water supplies for the mining concentratingand separating of ore;

(e) housing, provision of utilities and services andassociated facilities in the town;

(f) power supply;

(g) any other works, services or facilities desiredby the Company;

(h) any leases, licences or other tenures of landrequired from the State; and

(i) measures to be taken for the protection andmanagement of the environment includingrehabilitation and/or restoration of the minedareas, the prevention of the discharge of tailings,slimes, pollutants or overburden into thesurrounding country, water courses, lakes orunderground water supplies, the prevention ofsoil erosion and, to the extent that the Companyis responsible for implementing the mattersreferred to in paragraphs (a) to (h) of thissubclause, consideration of the environmentaleffects relating thereto.

(2) The proposals may with the approval of the Ministerand shall if so required by the State be submitted separatelyand in any order as to the matter or matters mentionedin one or more of paragraphs (a) to (i) of subclause (1) ofthis Clause.

Order ofProposals.

(3) The proposals relating to any of the matters use ormentioned in subclause (1) of this Clause may with the jel, a_n

approval of the Minister and that of any third parties structure.

concerned instead of providing for the construction of newfacilities of the kind therein mentioned provide for the useby the Company upon reasonable terms and conditions ofany existing facilities of such kind.

Marketingandfinancialarrange-ments.

Extensionsof time forfinancingandmarketing.


(4) At the time when the Company submits the saidproposals it shall furnish to the State's satisfaction in allrespects evidence of

(a) marketing arrangements demonstrating theCompany's ability to profitably sell or useheavy minerals or a substantial proportionthereof in accordance with the said proposals;

(b) the availability of finance necessary for thefulfilment of the operations to which the saidproposals refer; and

(c) the readiness of the Company to embark uponand proceed to carry out the operations referredto in the said proposals.

(5) If the Company for any reason desires an extensionof time beyond 30th June 1975 within which to comply withthe requirements of subclause (4) of this Clause it maymake a request therefor to the Minister not later than 31stMay 1975 and with such request shall supply the Ministerwith details of its endeavours to comply with those require-ments. If the Minister is satisfied that such endeavoursare reasonable in the circumstances and that the Companyhas otherwise duly complied with its obligations hereunderthe Minister shall grant an extension of such time for aperiod of 6 months.

Considera-tion ofProposals.

6. (1) On receipt of the said proposals the Minister shall

(a) approve of the said proposals either wholly orin part without qualification or reservation; or

(b) defer consideration of or decision upon thesame until such time as the Company submits afurther proposal or proposals in respect of someother of the matters mentioned in subclause (1)of Clause 5 not covered by the said proposals;

Or

(c) require as a condition precedent to the givingof his approval to the said proposals that theCompany makes such alteration thereto orcomplies with such conditions in respect theretoas he (having regard to the circumstancesincluding the overall development of and theuse by others as well as the Company of all orany of the facilities proposed to be provided)thinks reasonable and in such a case theMinister shall disclose his reasons for suchconditions.


(2) The Minister shall within 2 months after receipt of Adt:e

ofthe said proposals give notice to the Company of his decision dedecision.sin respect to the same.

(3) If the decision of the Minister is as mentioned in Consultationeither of paragraphs (b) or (c) of subclause (1) of this Minister.Clause the Minister shall afford the Company fullopportunity to consult with him and should it so desire tosubmit new proposals either generally or in respect to someparticular matter.

(4) If the decision of the Minister is as mentioned in Minister'sthe said paragraph (c) and the Company considers that sdueglitttothe condition precedent is unreasonable the Company may arbitration.within 2 months after receipt of the notice mentioned insubclause (2) of this Clause elect to refer to arbitration inthe manner hereinafter provided the question of thereasonableness of the condition precedent.

(5) An award made on an arbitration pursuant to sub- Arbitrationclause (4) of this Clause shall have force and effect as award.follows

(a) if by the award the dispute is decided againstthe Company then unless the Companywithin 3 months after delivery of the awardgives notice to the Minister of its acceptanceof the award this Agreement shall on theexpiration of that period of 3 months ceaseand determine; or

(b) if by the award the dispute is decided infavour of the Company the decision shall takeeffect as a notice by the Minister that he isso satisfied with and approves the matteror matters the subject of the arbitration.

(6) Notwithstanding that under subclause (1) of thisClause any detailed proposals of the Company are approvedby the Minister or determined by arbitration award, unlesseach and every such proposal and matter is so approvedor determined by 30th June 1975 or by such extended dateif any as the Company shall be granted pursuant to theprovisions of this Agreement then the Minister may giveto the Company 12 months notice of intention to determinethis Agreement and unless before the expiration of thesaid 12 months period all the detailed proposals andmatters are so approved or determined this Agreement shallcease and determine subject however to the provisions ofClause 32.

Effect ofnon-approsalof proposals.


implements- (7) The Company shall implement the approved pro-lion ofproposals. posals in accordance with the terms thereof.

Additionalproposals.

7. If the Company at any time during the continuance ofthis Agreement desires to significantly modify expand orotherwise vary its activities carried on pursuant to thisAgreement beyond those specified in any approved pro-posals it shall give notice of such desire to the Ministerand within 2 months thereafter shall submit to the Ministerdetailed proposals in respect of all matters covered by suchnotice and such of the other matters mentioned in para-graphs (a) to (i) of subclause (1) of Clause 5 as the Ministermay require. The provisions of Clauses 5 and 6 shallmutatis mutandis apply to detailed proposals submittedpursuant to this subclause. The Company shall imple-ment the approved proposals in accordance with the termsthereof.

Additionalproposals fortheprotectionandmanagementof theenviron-ment.

8. (1) The Company shall, in respect of the mattersreferred to in paragraph (i) of subclause (1) of Clause 5and which are the subject of approved proposals underthis Agreement, carry out a continuous programme ofinvestigation and research including monitoring and thestudy of sample areas to ascertain the effectiveness of themeasures it is taking pursuant to its approved proposalsfor the protection and management of the environment.

(2) The Company shall during the currency of thisAgreement at yearly intervals commencing from the datewhen the Company's proposals are approved submit aninterim report to the Minister concerning investigations andresearch carried out pursuant to subclause (1) of thisClause and at 3 yearly intervals commencing from such datesubmit a detailed report to the Minister on the result of theinvestigations and research during the previous 3 years.

(3) The Minister may within 2 months of the receipt ofthe detailed report pursuant to subclause (2) of this Clausenotify the Company that he requires additional detailedproposals to be submitted in respect of all or any of thematters the subject of the detailed report.

(4) The Company shall within 2 months of the receiptof a notice given pursuant to subclause (3) of this Clausesubmit to the Minister additional detailed proposals asrequired and the provisions of Clauses 5 and 6 whereapplicable shall mutatis mutandis apply in respect of suchproposals.


(5) The Company shall implement the approvedproposals in accordance with the terms thereof.

9. The Company shall in accordance with its proposals asfinally approved under Clause 6 within 6 months nextfollowing the date of such approval commence theconstruction of the works referred to in such proposals andwill complete all such works within 2 years of their com-mencement except as otherwise specified in such proposals.

Constructionof works.

10. (1) The Company shall for the purposes of this Use of localAgreement as far as it is reasonable and economically professiona/

servicespracticable— labour and

materials.

(a) use the services of engineers, surveyors,architects and other professional consultantsresident and available within the said State;

(b) use labour available within the said State;

(c) when calling for tenders and letting contractsfor works materials plant equipment and sup-plies ensure that Western Australian suppliersmanufacturers and contractors are givenreasonable opportunity to tender or quote; and

(d) give proper consideration and where possiblepreference to Western Australian suppliersmanufacturers and contractors when lettingcontracts or placing orders for works materialsplant equipment and supplies where pricequality delivery and service are equal to orbetter than that obtainable elsewhere.

(2) The Company shall from time to time during thecurrency of this Agreement when requested by the Ministersubmit a report concerning its implementation of the pro-visions of subclause (1) of this Clause.

11. (1) The Company shall— Roads.

(a) be responsible for the cost of the constructionand maintenance of all private roads whichshall be used in its operations hereunder;

(b) at its own cost make such provision as shallensure that all persons and vehicles (otherthan those engaged upon the Company's


operations and its invitees and licensees) areexcluded from use of any such private roads;and

(c) at any place where such private roads areconstructed by the Company so as to cross anyrailways or public roads provide such reason-able protection as may be required by theCommissioner of Main Roads or the RailwaysCommission as the case may be.

Public roads. (2) The State shall maintain or cause to be maintainedpublic roads over which it has control (and which may beused by the Company) to a standard similar to comparablepublic roads maintained by the State.

(3) In the event that the Company's operations requirethe use of a public road which is inadequate for thepurpose, or result in excessive damage or deterioration ofany public road (other than fair wear and tear) the Com-pany shall pay to the State the whole or an equitablepart of the total cost of any upgrading required or ofmaking good the damage or deterioration as may bereasonably required by the Commissioner of Main Roadshaving regard to the use of such road by others PROVIDEDTHAT nothing in this subclause shall apply to the Eneabba-Geraldton highway.

Liability. (4) The parties hereto further covenant and agreewith each other that

(a) for the purposes of determining whether andthe extent to which-

(i) the Company is liable to any personor body corporate (other than theState); or

(ii) an action is maintainable by any suchperson or body corporate in respectof the death or injury of any personor damage to any property arising outof the use of any of the roads for themaintenance of which the Company isresponsible hereunder and for no otherpurpose the Company shall be deemedto be a municipality and the said roadsshall be deemed to be streets underthe care control and management ofthe Company; and


(b) for the purposes of this Clause the terms"municipality" "street" and "care control andmanagement" shall have the meanings whichthey respectively have in the Local Govern-ment Act, 1960.

12. (1) The State shall cause the Railways Commission Bigwigs.to transport by rail, and the Company shall so consign

(a) all its production of heavy mineral concen-trates, heavy minerals and heavy mineral pro-ducts (in this Clause either separately orcollectively called "the bulk minerals") froma loading point or points to be agreed at theseparation plant to an unloading point or pointsto be agreed at-

(i) the port; and

(ii) Capel or elsewhere as the State mayagree; and

(b) in so far as is practicable, all other bulkcommodities required for the Company'soperations hereunder.

(2) The Company may at its election transport either otherby road or by rail all commodities other than those referred commodities.

to in subclause (1) of this Clause required for its operationshereunder PROVIDED THAT the Railways Commission shallnot be required to accept rail freight in less than full wagonloads.

(3) Where the Company elects to transport commodities Roadby road pursuant to subclause (2) of this Clause or until licences.

such time as the Railways Commission commences totransport the bulk minerals by rail from the separationplant the Commissioner of Transport shall upon request bythe Company and upon payment of the licence feesprescribed by him under the Transport Commission Act,1966 issue licences for road carriage to the Company or itsnominees provided that such nominees shall be personswhose character qualifications and financial stability areapproved by the Commissioner.

(4) Subject to the provisions of Clause 19 when theRailways Commission commences to transport the bulkminerals by rail from the separation plant, the Companyshall if required by the Railways Commission and inaccordance with plans and specifications approved by theRailways Commission at its own cost provide and maintain

Rail.Additionalfacilities.

No. 53.1 Mineral Sands (Western [1975.Titanium) Agreement.

loading and unloading facilities sufficient to meet trainoperating requirements and terminal equipment (includingweighing devices, communication systems, sidings, shuntingloops, spurs and other connections) together with a staffadequate to ensure the proper operation of all such loadingand unloading facilities and terminal equipment.

Maintenance. (5) Subject to the provisions of subclause (4) of thisClause the Railways Commission shall at its own costprovide maintain and service all railways, locomotives,brakevans and wagons necessary and suitable for thepurposes of this Agreement provided that the Companymay if it so elects provide wagons to a design andspecification approved by the Railways Commission and suchwagons shall be maintained and serviced by the RailwaysCommission. The Railways Commission shall be responsiblefor the cleaning of all wagons used for the purposes of thisAgreement.

Notice ofrequire-ments. the Railways Commission adequate notice in advance of its

(6) The Company shall provide to the satisfaction of

requirements (including anticipated tonneages in each year)as to the use of the railways to enable the RailwaysCommission to make arrangements to meet thoserequirements and shall thereafter give not less than 18months prior notice of any change in those requirements.In particular the Company shall agree with the RailwaysCommission the pattern of working including weekly andmonthly despatches.

Conditionsof carriage. Clause shall be carried at the Company's risk and shall be

(7) All commodities transported pursuant to this

subject to the by-laws made under the GovernmentRailways Act, 1904 (in so far as those by-laws are notinconsistent with this Agreement) and to the provisions ofthis Clause.

Freightrates. (8) The Company shall pay to the State freight in

respect of all commodities specified in the First Schedulehereto carried by the Railways Commission pursuant tothis Agreement at the appropriate freight rates and in themanner and subject to the conditions set out in thatSchedule.

New railway. (9) The State shall for the purposes of this Agreementand as authorised by the Dongara-Eneabba Railway Act,1974 cause the Railways Commission to construct andoperate a railway to the mining areas. The route of therailway south of Eneabba shall be aligned by the RailwaysCommission after consultation with the Company.


(10) The Company shall ensure that mining adjacent Mining.to the railway shall be carried out in such manner as not toendanger the railway. The Company shall obtain the priorapproval of the Railways Commission before commencingany mining which might be likely to affect the stability ofthe railway.

(11) Notwithstanding the provisions of Clause 11 (1) Re ailvrono.(c) the Company shall be permitted access over the rail-

ross

way only at crossings approved by the Railways Com-mission.

(12) The Railways Commission shall at its cost remove Removal ofany section of the railway not required by the Railways railway.

Commission for serving the mineral sands mining andprocessing operations of the Company or other companiesso engaged.

(13) Should any portion of the railway be within themineral lease the Company may not earlier than 1stJanuary 1980 request the Railways Commission to divertthe railway to allow mining of that portion of the minerallease. On receipt of such request the Railways Commissionshall with reasonable expedition determine an alternativeroute for the railway satisfactory to the Railways Com-mission and for this purpose may require the Companyto provide land at the Company's expense. The RailwaysCommission shall subject to the availability of land divertthe railway within 12 months of the determination ofthe alternative route as aforesaid PROVIDED THAT theRailways Commission shall only be required to make onediversion pursuant to this subclause during the currencyof this Agreement.

Diversion ofrailway.

13. (1) The State shall cause the State Electricity Com-mission to use its best endeavours to complete by not laterthan 30th June 1978 a 132 kV transmission line to Eneabbaand a 33 kV feeder line to a point on or adjacent to themineral lease with the object of meeting inter cilia theCompany's requirements of electricity for its operationshereunder.

(2) Subject to completion of the said transmission lineand feeder line the State Electricity Commission shallsupply and the Company shall purchase from the StateElectricity Commission all its requirements of electricity

Electricity.


for its operations hereunder on the State Electricity Com-mission's usual conditions and at the tariffs prescribedfrom time to time appropriate to the Company's level ofuse.

(3) Notwithstanding the terms of subclause (2) of thisClause the Company may in accordance with its proposalsas finally approved and subject to the provisions of theElectricity Act, 1945 and the approval and requirements ofthe State Electricity Commission, install and operate atits cost, at a convenient location within the mineral lease,equipment to generate electricity for all or part of itsoperations hereunder and to continue to operate suchequipment in generating all or part of its requirements ofelectricity after completion of installation by the StateElectricity Commission of the transmission line and thefeeder line referred to in subclause (1) of this Clause forsuch period as the parties may agree.

Watersupplyminingareas.

Search inminingareas.

14. (1) The Company shall give to the State reasonablenotice in such form as the Minister may require in respectof its daily requirements of water at the mining areas(which amounts or such other amounts as shall from timeto time be agreed between the parties hereto to be reason-able shall hereinafter be called "the Company's daily waterrequirements").

(2) The Company shall at its cost and in collaborationwith the State search for underground water within themining areas. Where appropriate the Company shall employand retain experienced groundwater consultants. TheCompany shall furnish to the Minister details of the resultsof its investigations and copies of the reports of suchconsultants as they become available.

Searchoutsideminingareas.

(3) If in the opinion of the Minister, the reports of theconsultants pursuant to subclause (2) of this Clause indicatethat the source of underground water in the mining areasis likely to be inadequate to supply the Company's dailywater requirements, the parties hereto shall agree on aprogramme which shall be carried out by the State at thecost of the Company to search for water inside and outsidethe mining areas. The State may at its discretion extendsuch water search to prove a quantity of water greater thanthat required to supply the Company's daily water require-ments, but in that event, the cost of such search shall beshared by the parties hereto in such a menner as may beagreed to be fair in all the circumstances.


(4) If the investigations referred to in subclauses (2) ggir=rand (3) of this Clause prove to the satisfaction of theMinister the availability of suitable underground watersources which can continue to be drawn on by the Companywithout seriously affecting the water pressure in the aquiferbeneath the mining areas or adjacent areas or the avail-ability of water in the adjacent areas, the State shall grantto the Company a licence to develop and draw from suchsources without cost the Company's daily water require-ments on such terms and conditions as the Minister mayapprove and during the continuance of this Agreementgrant renewals of such licence on such terms and conditionsas the Minister may approve PROVIDED HOWEVER thatif at any time the Minister, having regard to the reports ofthe Company's consultants, considers that such sources arehydrologically inadequate to meet the Company's dailywater requirements, the State may after consultation withthe Company limit the amount of water which may betaken from such sources at any one time or from time totime to the maximum which such sources are hydrologicallycapable of meeting.

(5) The Company shall at its own expense provide and Costructionwconstruct to standards approved by the State all necessary

bores valves pipelines meters tanks pumps equipment andappurtenances necessary to draw transport use and disposeof water drawn from any source licensed to the Company.

(6) If during the currency of a licence granted under surrender ofthe provisions of this Clause the Minister is of the opinion licence.

that it would be desirable for water conservation purposesor water management purposes that sources of waterlicensed to the Company be controlled and operated by theState as part of a district or regional water supply scheme,the Minister may on giving 6 months prior notice to theCompany of his intention, revoke the licence and acquire theCompany's water supply facilities for a monetary considera-tion to be determined by the Minister.

Immediately from the revocation of such licence theState shall, subject only to the continued hydrological avail-ability of water from such sources, commence and thereaftercontinue to supply water to the Company up to the sameamount and at the same rate as that which the Companywould have been entitled to draw under such surrenderedlicence and the proviso to subclause (4) of this Clause shallin like manner apply to this subclause.

(7) If at any time after the State has acquired theCompany's water supply facilities in terms of subclause (6)of this Clause it is necessary to expand those facilities to

Regionalwatersupply.


meet the Company's daily water requirements then theState may in the course of developing any district orregional water supply, construct further works of the kindmentioned in subclause (5) of this Clause and the costthereof having regard to the utilisation of such furtherworks by the State in meeting the Company's daily waterrequirements shall be shared by the parties hereto in sucha manner as may be agreed to be fair in all the circumstances.

Supply tothird party. (8) The State may after first having due regard to the

Company's daily water requirements and the hydrologicaladequacy of the sources from which the Company drawswater or from which the Company's daily waterrequirements are supplied, upon not less than 3 months priornotice to the Company specifying the identity of the thirdparty including where applicable the State and theestimated maximum daily and total quantity of water tobe drawn by that third party and the period over whichsuch drawing is to occur grant to a third party rights todraw water or itself draw water from such sources

PROVIDED THAT

(a) where the Company has paid (in whole or inpart) any moneys in respect of the investigationproving development and utilisation of suchsources as provided pursuant to this Clause, theState shall require as a condition of such grantthat where such third party is or will be asubstantial user of water within 5 years of thecommencement date that party (but not theState) shall reimburse to the Company aproportion of such moneys as the Ministerdetermines is fair and reasonable havingregard inter cilia to the proportion which thatparty's actual or potential requirements forwater bears to the total capacity of suchsources; and

(b) where the Company draws or is supplied withwater from a source developed wholly at itsexpense pursuant to this Clause, the State shallensure that it is a condition of such grant tothird parties (other than the State) that in theevent that the capacity of the source isreduced, such reduction shall be first appliedto such third parties and thereafter if furtherreduction is necessary the State's and theCompany's requirements shall be reduced insuch proportion as may be agreed.


(9) In the event of water supplies from available Iormeuertaet o n

underground sources proving insufficient to meet the water.Company's daily water requirements the Company shallnotwithstanding the provisions of subclause (3) of thisClause collaborate with the State in an investigation ofsurface water catchments and storage dams. The Companyshall if it proposes to utilise such surface water, watercatchments, and storage dams pay to the State a sum orsums to be agreed towards the cost of such investigationand towards the cost of constructing any water storagedam or dams and reticulation facilities requiredPROVIDED THAT the State may in its sole discretion electto construct a water storage dam or dams and reticulationfacilities having a capacity in excess of that required tosupply the Company's needs and in that event theCompany's contribution shall be limited to a fair andreasonable proportion of the total cost of constructing suchwater storage dam or dams and reticulation facilities.

(10) The Company shall pay the State for water suppliedby the State pursuant to the terms of subclause (6) of thisClause a fair price to be negotiated between the partieshaving regard to the actual cost of operating andmaintaining the supply and provision for replacement ofthe water supply facility. Water supplied by the Statepursuant to this Agreement within the town shall be subjectto the provisions of the Country Areas Water Supply Act,1947.

(11) The Company shall to the extent that it ispractical and economical design, construct and operate itsworks under this Clause so as

(a) to make use of brackish or saline water,

(b) to recycle all water, and

(c) to prevent loss of water by leakage, spillageor evaporation.

(12) Any reference in the foregoing provisions of thisClause to a licence is a reference to a licence under theRights in Water and Irrigation Act, 1914 and the provi-sions of that Act relating to water rights and licences shallexcept where inconsistent with the provisions of this Agree-ment apply to any water source developed for theCompany's purposes under this Agreement.

Payment forwater.

Design ofworks.

Rights inWater andIrrigationAct.

(13) Upon the request of the Company the State shall seawatergrant to the Company a licence to draw from the sea its licence.

requirements of sea water in accordance with the relevantapproved proposal hereunder and shall assist the Companyin acquiring rights of way for any pipeline involved.

Minerallease.

Labourconditions.


15. (1) On application made by the Company, as soonas practicable after all its proposals hereunder have beenapproved and the Company has complied with the provi-sions of subclause (4) of Clause 5, for a mineral lease overso much of the land in the red areas as the Company desiresand in respect of which the Company then holds mineralclaims, the State shall upon the surrender by the Companyof all such mineral claims cause to be granted to theCompany at the rental specified from time to time in theMining Act a mineral lease of such land within the miningareas so applied for (notwithstanding that the survey inrespect thereof has not been completed but subject to suchcorrections to accord with the survey when completed)such mineral lease to be granted under and, except asotherwise provided in this Agreement, subject to theMining Act but in the form of the Second Schedule heretoend in respect of the minerals set out therein and subjectto such other conditions as the Minister for Mines mayreasonably require from time to time for the purpose ofreducing or making good injury to the surface of the landin the mineral lease or injury to anything on or below thesurface of that land.

(2) Subject to the performance by the Company ofits obligations under this Agreement and the Mining Actand notwithstanding any provisions of the Mining Act tothe contrary, the term of the mineral lease shall be fora period of 21 years commencing from the date of receiptof application with the right during the currency of thisAgreement to take successive renewals of the said termeach for a period of 21 years upon the same terms andconditions, subject to the sooner determination of thesaid term upon the cessation or determination of thisAgreement, such right to be exercisable by the Companymaking written application for any such renewal not laterthan 1 month before the expiration of the current term ofthe mineral lease.

(3) The State shall ensure that during the currency ofthis Agreement and subject to compliance with its obliga-tions hereunder the Company shall not be required tocomply with the labour conditions imposed by or under theMining Act in regard to the mineral lease.

Otherminingtenements.

(4) The State shall not during the currency of thisAgreement register any claim or grant any lease or othermining tenement under the Mining Act or otherwise bywhich any person other than the Company or an associatedcompany will obtain under the laws relating to mining orotherwise 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 reason-.ably determines that it is not likely to unduly prejudice orto interfere with the operations of the Company hereunderassuming the taking by the Company of all reasonablesteps to avoid the interference.

(5) The Company shall at all times permit the State Access overand third parties (with or without stock vehicles and rolling fgralstock) to have access to and to pass over the mineral lease(by separate route, road or railway) so long as that accessand passage does not materially prejudice or interfere withthe operations of the Company under this AgreementPROVIDED THAT the provisions of this subclause shall notapply to privately owned land in the mineral lease.

(6) The Company shall not commence any mining orrelated operations for the purposes of this Agreement onprivately owned land unless and until it has entered into awritten agreement with the owner and occupier of suchland for the purpose of providing for compensation arisingout of its operations or proposed operations on the land,and within 14 days after the date thereof or (in the case ofan agreement entered into before the date hereof) after theexecution of this Agreement lodge a true copy of the agree-ment with the Minister for Mines.

(7) (a) The Company shall not later than 3 years afterthe date of commencement of the minerallease surrender the yellow areas to the State.

(b) The Company shall in respect of the yellowareas surrendered pursuant to paragraph (a)of this subclause have the right at the date ofsurrender, notwithstanding the provisions of theMining Act to apply for and have included inthe mineral lease upon and subject to the sameterms covenants and conditions as apply to thethe mineral lease (with such apportionment ofrents as is necessary), such of the yellow areasas the Company desires over which the Com-pany at the date of surrender holds mineralclaims notwithstanding that the survey of suchadditional land has not been completed (butsubject to correction to accord with the surveywhen made at the Company's expense).

Mining onprivatelands.

Incorpora-tion ofyellow areasin theminerallease.

(8) Subject to the provisions of the mineral lease and Mingsneineoltsuch other terms and conditions as the Minister may require 31030.pursuant to approved proposals hereunder the Company


shall have the right to mine such part of the land thesubject of Reserve No. 31030 and any other land reservedunder the Land Act as is included in the mineral lease.

Land. 16. The State shall in accordance with the Company'sapproved proposals grant to the Company, or arrange tohave the appropriate authority or other interestedinstrumentality of the State grant for such periods andon such terms and conditions (including renewal rights)as shall be reasonable having regard to the requirements ofthe Company, leases for any purposes related to theCompany's operations under this Agreement.

Modificationof Land Act. 17. For the purpose of this Agreement in respect of any

land sold or leased to the Company by the State the LandAct shall be deemed to be modified by:

(a) the substitution for subsection (2) of section45A of the following subsection:

"(2) Upon the Governor signifyingapproval pursuant to subsection (1) ofthis section in respect of any suchland the same may subject to thissection be sold or 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 sale orleasing land within or in the vicinity of thetown; and

(f) the inclusion of a power to offer for sale orgrant leases or licences for terms or periodsand on such terms and conditions (includingrenewal rights) and in forms consistent withthe provisions of this Agreement in lieu of theterms or periods, the terms and conditions andthe forms referred to in the Land Act.

The provisions of this Clause shall not operate so as toprejudice the rights of the State to determine any Ieaselicence or other right or title in accordance with the otherprovisions of this Agreement.


18. (1) To enable the Company to do those things necessary Taccivweropment.to attract and sustain a stable and content workforce andassociated population (including the development andmaintenance of an attractive physical environment togetherwith appropriate community, recreation, civic, social andcommercial amenities) the Company shall collaborate withthe State in the development of an area or areas in thetown and shall submit proposals relating to such developmentpursuant to Clause 5 (1) (e).

(2) The Company shall at its cost cause to be providedand maintained at the town and made available at suchprices, rentals or charges and upon such terms andconditions as are fair and reasonable under thecircumstances, housing accommodation to the extentnecessary to provide for the needs of persons and thedependants of such persons engaged in connection with theCompany's operations hereunder.

(3) For the purposes of subclause (2) of this Clause theState shall in accordance with the Company's approvedproposal make available lots of land in the town for purchaseby the Company at prices to be agreed between the parties.

(4) The parties recognise that as a consequence in partof the progressive development of the Eneabba region andrelated facilities the need will progressively develop at thetown for additional sewerage treatment works water supplyheadworks main drainage and community recreation civicsocial and commercial amenities. The Company accepts theprinciple of fair and reasonable sharing by it (whether byway of capital contribution or otherwise) of the costsof establishing such works and amenities having regard tothe benefits flowing to the State, the Community, theCompany and others therefrom.

19. (1) The Company shall ship through the port such Port.portion of its heavy minerals and heavy mineral productswhich are produced at or near Eneabba as are destined forshipment in bulk overseas (and for that purpose shall haveaccess to the wharf) and shall subject to the provisions ofthis Clause provide at no cost to the State all necessarystorage and reclaiming equipment and all other facilitiesrequired at the port to carry out its obligations under thisAgreement.

(2) The State shall cause the Geraldton Port Authority Stockpile

to grant to the Company a lease of land at the port for a area.

stockpile area for such period and on such terms andconditions (including renewal rights) as shall be reasonablehaving regard to the purposes of the Company's operationshereunder and the term of the mineral lease.

Use of themineralsands-ironorehandlingSystem.

Commoninloadingsystem andcommonmaterialshandlingsystem.

Operation ofcommoninloadingsystem andcommonmaterialshandlingSystem.


(3) The State shall use its best endeavours to arrangefor the WMC Joint Venturers to make available to theCompany for the purposes of this Agreement the mineralsands-iron ore handling system and to operate andmaintain such system for the Company on terms andconditions to be agreed between the WMC Joint Venturersand the Company and approved by the State and theCompany shall use such system for its operations hereunder.

(4) In the event that the State, having regard, interalia, to the tonneages of heavy minerals and heavy mineralproducts being shipped through the port by the Companyand others, causes the Geraldton Port Authority afterconsultation with the Company and other companiesshipping heavy minerals and heavy mineral productsthrough the port to construct either the common inloadingsystem or the common materials handling system, or both,and the WMC Joint Venturers to operate such system orsystems, the. Company shall use such system or systems forits operations hereunder and together with other companiesshipping heavy minerals and heavy mineral productsthrough the port shall make such contribution to the Statein respect of such system or systems (whether by way ofcapital contribution or otherwise) as the State considersequitable in the circumstances.

(5) The State shall use its best endeavours to arrangefor the WMC Joint Venturers to operate and maintain thecommon inloading system and/or the common materialshandling system as the case may be on terms and conditionsto be agreed between the WMC Joint Venturers and theCompany and approved by the State.

Avoidanceof dustnuisance.

(6) In the event of the WMC Joint Venturers notoperating and maintaining the common inloading systemand/or the common materials handling system as the casemay be pursuant to subclause (5) of this Clause the Stateshall cause the Geraldton Port Authority to operate andmaintain either or both systems on terms and conditions tobe determined by the State after consultation with theCompany and the Company shall use such system or systemsas the case may be for its operations hereunder.

(7) The Company shall design and operate its stock-piling, reclaiming and other equipment and facilities atthe port so as to avoid dust nuisance and loss of heavyminerals and heavy mineral products during handling andstorage operations.

1975. ] Mineral Sands (Western [No. 53.Titanium) Agreement.

20. (1) The Company shall pay to the State in respect of Royalties.

all minerals mined or produced by the Company from themineral lease and sold by it royalties at the rates fromtime to time prescribed under or pursuant to the provi-sions of the Mining Act.

(2) Notwithstanding the provisions of subclause (1)of this Clause the royalties payable by the Company inrespect of all minerals mined or produced by it from themineral lease during a period of 4 years commencing from30th June 1976 shall be at rates not exceeding those pre-scribed pursuant to the provisions of the Mining Act inforce at 30th June 1976.

(3) Notwithstanding the provisions of the Mining Actand of subclauses (1) and (2) of this Clause the Companyshall pay to the State in addition to the royalty payableunder subclause (1) of this Clause an additional royaltyduring the first 5 years (commencing with the quarterday next following the date when the first commercialshipment or sale is made but otherwise in accordancewith the provisions of subclause (4) of this Clause) inrespect of all minerals mined or produced by the Companyfrom the mineral lease and sold by it, at such rate orrates as may from time to time be determined by the Stateand notified to the Company by the Minister PROVIDEDALWAYS that such additional royalty shall not aggregatemore than $800 000.

Additionalroyalty.

(4) The Company shall during the continuance of this Return andAgreement within 14 days after the following quarter days ir'oaytneine:."namely the last days of March June September andDecember in each year (commencing with the quarter daynext following the date when the first commercial ship-ment or sale is made) furnish to the Minister for Minesa return showing such particulars as the Minister forMines requires to enable the calculation of the royalty pay-able under this Clause and shall pay to the Minister forMines, at the time of furnishing the return the royaltypayable hereunder.

(5) The Company shall permit the Minister for Minesor his nominee to inspect at all reasonable times and totake copies of or extracts from all books of account andrecords of the Company as are relevant for the purpose ofdetermining the amount of royalty payable under thisClause and if required by the State take reasonable stepsto satisfy the State either by certificate of a competentindependent party acceptable to the State or otherwise tothe reasonable satisfaction of the Minister for Mines as toall relevant weights and analyses and shall give due regard

Inspection.


to any objection or representation made by the Ministerfor Mines or his nominee as to any particular weight orassay of minerals mined or produced by the Company fromthe mineral lease and sold by it which may affect theamount of royalty payable hereunder.

Furtherprocessing. 21. (1) At a time convenient to the Company but in any

event not later than 4 years after the commencement datethe Company shall investigate the technical and economicfeasibility of either expanding its existing ilmeniteupgrading plant at Capel or establishing a new plant forsecondary processing to the maximum degree then practic-able either by the Company alone or jointly with any othercompany or companies. The Company shall report in detailthe progress and results of such investigations to theMinister not later than 90 days after the expiry of theperiod referred to in this subclause.

(2) The State may also undertake the studies men-tioned in subclause (1) of this Clause and for that purposethe Company shall provide the State on a confidentialbasis with such information as it may reasonably requirebut the Company shall not be obliged to supply technicalinformation of a confidential nature with respect to pro-cesses that have been developed by the Company aloneor with others or acquired from other sources and that isnot generally available to the mineral sands industry.

(3) The Minister may consider the studies undertakenunder subclauses (1) and (2) of this Clause and if theMinister is of the opinion that in all the circumstancesthen applying to the Company, either an expansion of theCompany's existing ilmenite upgrading plant at Capel orthe establishment of a new plant for secondary processingis technically and economically viable and competitive onworld markets, then the Minister may notify the Companyof such decision. If so requested by the Company theMinister shall give to the Company all information obtainedduring such studies (other than information confidentialto third parties).

(4) If the Company disagrees with the result of suchstudies and/or the Minister's decision thereon the Companyshall have the right at any time within 6 months afterthe receipt of the Minister's notice to refer the matterto arbitration hereunder. If the Company shall agreethat either an expansion of the Company's existingilmenite upgrading plant at Capel or the establishment ofa new plant for secondary processing as the case may beis technically and economically viable and competitive onworld markets (in which case it shall so advise the Minis-ter promptly) or if it shall be so determined by arbitration


as aforesaid then the Company shall submit a proposaltherefor in accordance with the provisions of Clause 7 ofthis Agreement, either alone or jointly with anothercompany or other companies. Any such plant shall be inoperation not later than 3 years after the date upon whichthe Company shall advise the Minister as to its agreementaforesaid or the date of the arbitration award.

(5) If

(a) the Company on completion of its investigationswithin the period and in the manner outlinedin subclause (1) of this Clause is of the opinionthat either an expansion of the Company'sexisting ilmenite upgrading plant at Capel orthe establishment of a new plant for secondaryprocessing as the case may be is not technicallyand economically viable and competitive onworld markets and the Minister concurs; or

(b) the Minister shall disagree with such opinionbut on a reference to arbitration in terms ofsubclause (4) of this Clause the award shall bein favour of the Company

then the provisions of subclauses (1) (2) (3) and (4) of thisClause shall continue to apply mutatis mutandis but inrelation to the next ensuing 4 years and so on during theterm of this Agreement until such time as the Companyshall become obligated in terms of subclause (4) to proceedwith either an expansion of the Company's existing ilmeniteupgrading plant at Capel or the establishment of a newplant for secondary processing.

(6) If the Company having become obligated in termsof subclause (4) of this Clause does not complete andcommission either an expansion of the Company's existingilmenite upgrading plant or a new plant for secondaryprocessing within the time and in the manner prescribedby that subclause, such omission shall not give rise to anyaction for breach of contract nor shall the provisions ofClause 32 apply but the State may in such event negotiatewith any other person (in this Clause called "the thirdparty") to establish a plant capable of meeting theCompany's secondary processing commitment in terms ofthis Clause on terms and conditions not more favourable onthe whole to the third party than any terms available tothe Company. In the event of the establishment of thethird party's plant in accordance with the provisions of thisClause the Company if required by the State shall (subjectto any existing contractual supply arrangements or suchother supply arrangements approved by the Minister madeby the Company for the supply of heavy minerals to buyers


at arms length and entered into by the Company prior tothe expiration of 4 years from the commencement date, or,in the event of the Company's commitment in terms of thissubclause arising on further review in terms of subclause(5) of this Clause then entered into by the Company priorto such date of commitment), sell to the third party suchheavy minerals of the nature then being sold by the Companyas may be processed in the third party's plant. Sales tothe third party shall be for a reasonable period (havingregard to such matters as the Company's ore reserves andthe capital investment of the third party in the approvedplant), at a reasonable price (having regard to the prevailingprices at which the Company is then selling such heavyminerals and any bona fide proposed sale between theCompany and an independent company dealing at armslength) and subject to such other terms and conditions asthe Company may reasonably impose and in sufficientquantities to meet the production requirements of the thirdparty from time to time PROVIDED ALWAYS that theCompany shall not, in any year, be obligated to supply thethird party with heavy minerals exceeding a quantitycalculated by deducting from the tonneage which representsone half of the previous years production by the Companyof the heavy mineral or heavy minerals required by thethird party for its plant aforesaid the tonneage of thatheavy mineral or those heavy minerals as were producedby the Company in that year and submitted to secondaryprocessing by the Company or similarly processed withinthe State by any other company or companies.

Zoning. 22. The State shall ensure that the mineral lease and anylands the subject of any Crown grant lease licence oreasement granted to the Company under this Agreementand all freehold and leasehold land occupied by theCompany in accordance with or the subject of proposalsapproved hereunder shall be and remain zoned for use orotherwise protected during the currency of this Agreementso that the operations of the Company hereunder may beundertaken and carried out thereon without anyinterference or interruption by the State by any Stateagency or instrumentality or by any local or other authorityof the State on the ground that such operations arecontrary to any zoning by-law regulation or order.

Rating. 23. The State shall ensure that notwithstanding theprovisions of any Act or anything done or purported to bedone under any Act the valuation of all lands (whether of afreehold or leasehold nature) the subject of this Agreement(except as to any part upon which a permanent residenceshall be erected or which is occupied in connection withthat residence and except as to any part upon which there


stands any improvements that are used in connection witha commercial undertaking not directly related to the miningof ore, the processing of heavy mineral concentrates and thetransportation and shipment of heavy minerals and heavymineral products) shall for rating purposes under the LocalGovernment Act, 1960 be deemed to be on the unimprovedvalue thereof and no such lands shall be subject to anydiscriminatory rate, PROVIDED THAT nothing in thisClause shall prevent the Company making the electionprovided for by section 533B of the Local Government Act,1960.

24. Except as provided by this Agreement the State shall Nonot impose or permit or suffer any instrumentality of the toisryrritatesa. said State or any local or other authority to impose discrim-inatory taxes, rates or charges of any nature whatever on orin respect of the titles, property or other assets, products,materials or services used or produced by or through theoperations of the Company hereunder and the State shallnot take or permit any such instrumentality or any local orother authority to take any other discriminatory actionthat would deprive the Company of any rights granted orintended to be granted to it under this Agreement.

25. The State may as and for a public work under the ResumptionPublic Works Act, 1902, resume any land required for the P, ;.polies of

purposes of this Agreement and notwithstanding any other thisprovisions of that Act may sell lease or otherwise dispose of Agr eement

the land to the Company. The Company shall pay to theState on demand the costs of and incidental to any landresumed at the request of and on behalf of the Companypursuant to this Clause.

26. The State agrees that subject to the performance by Nothe Company of its obligations hereunder the State shall resumption

not resume or suffer or permit to be resumed by an instru-mentality or by any local or other authority of the saidState any portion of the land the subject of any speciallease mentioned in Clause 16 the resumption of which wouldmaterially impede the Company's works and activitiesthereon or any portion of the land the subject of themineral lease whereon any of the Company's works aresituate in accordance with proposals approved hereunderthe resumption of which would materially impede theCompany's mining or other activities thereon nor shall theState create or grant or permit or suffer to be created orgranted by an instrumentality or authority of the saidState any road right of way or easement of any nature orkind whatsoever over or in respect of the land comprised inthe said leases whereon any of the Company's works aresituate in accordance with proposals approved hereunder


without the consent of the Company first had and obtainedwhich consent the Company agrees it shall not arbitrarilyor unreasonably withhold.

Assign-ment.

27. (1) Subject to the provisions of this Clause the Com-pany may at any time

(a) assign mortgage charge sublet or dispose of toan associated company as of right or to anyother company or person with the consent ofthe Minister the whole or any part of the rightsof the Company hereunder (including its rightsto or as the holder of any lease licence easementgrant or other title) and of the obligations ofthe Company hereunder; and

(b) appoint as of right an associated company orwith the consent of the Minister any othercompany or person to exercise all or any of thepowers functions and authorities that are ormay be conferred on the Company hereunder;

subject however in the case of an assignment subletting ordisposition to the assignee sublessee disponee or theappointee (as the case may be) executing in favour of theState (unless the Minister otherwise determines) a deed ofcovenant in a form to be approved by the Minister to complywith observe and perform the provisions hereof on the partof the Company to be complied with observed or performedin regard to the matter or matters the subject of suchassignment subletting disposition or appointment.

(2) Notwithstanding anything contained in or anythingdone under or pursuant to subclause (1) of this Clause theCompany shall at all times during the currency of thisAgreement be and remain liable for the due and punctualperformance and observance of all the covenants andagreements on its part contained herein and in any leaselicence easement grant or other title the subject of anassignment mortgage subletting or disposition or appoint-ment under subclause (1) of this Clause PROVIDED THATthe Minister may agree to release the Company from suchliability where he considers such release will not be contraryto the interests of the State.

(3) Notwithstanding the provisions of the Mining Act,the Transfer of Land Act, 1893 and the Land Act, insofaras the same or any of them may apply

(a) no assignment mortgage charge sublease ordisposition made or given pursuant to thisClause of or over the mineral lease or anyother lease sublease licence reserve or tene-ment granted hereunder or pursuant hereto by


the Company or any assignee sublesseedisponee or appointee who has executed andis for the time being bound by deed of coven-ant made pursuant to this Clause; and

(b) no transfer assignment mortgage or subleasemade or given in exercise of any powercontained in any such mortgage or charge

shall require any approval or consent other than suchconsent as may be necessary under this Clause and noequitable mortgage or charge shall be rendered ineffectualby the absence of any approval or consent (otherwise thanas required by this Clause) or because the same is notregistered under the provisions of the Mining Act.

28. Where the Company whether before or after the Substitutedexecution of this Agreement executes and has registered in securities.

the Department of Mines a mortgage over a mineral claimin the mining areas, and the land the subject of thatmineral claim, on the surrender of such claim, becomesincorporated in the mineral lease, then provided the con-sent of the mortgagee is first obtained, the mineral leaseshall notwithstanding the provisions of the Mining Actbe deemed to be the subject of such mortgage as if themineral lease had been referred to in the mortgage. Amemorandum of any such mortgages shall be endorsed onthe mineral lease in the order in which they appearedregistered against any such mineral claim at the time ofits surrender and shall be noted in the appropriate registersof the Department of Mines by the Principal Registrarwho shall also endorse on the original and duplicate copiesof such mortgages the fact of their having been registeredas an encumbrance against the mineral lease.

29. (1) The parties hereto may from time to time by agree-ment in writing add to substitute for cancel or vary all orany of the provisions of this Agreement or of any leaselicence easement or right granted hereunder or pursuanthereto for the purpose of more efficiently or satisfactorilyimplementing or facilitating any of the objects of thisAgreement.

(2) The Minister shall cause any agreement madepursuant to subclause (1) of this Clause in respect of anyaddition substitution cancellation or variation of the provi-sions of this Agreement to be laid on the Table of eachHouse of Parliament within 12 sitting days next followingits execution.

variation.


(3) Either House may, within 12 sitting days of thatHouse after the agreement has been laid before it pass aresolution disallowing the agreement, but if after the lastday on which the agreement might have been disallowedneither House has passed such a resolution the agreementshall have effect from and after that last day.

Forcemajeure.

Power toextendperiods.

30. This Agreement is deemed to be made subject to anydelays in the performance of the obligations hereunder andto the temporary suspension of the continuing obligationshereunder that may be caused by or arise from circum-stances beyond the power and control of the party respon-sible for the performance of those obligations includingwithout limiting the generality of the foregoing delays orany such temporary suspension as aforesaid caused by orarising from Act of God force majeure earthquakes floodsstorms tempest washaways fire (unless caused by the actualfault or privity of the party responsible for such perfor-mance) act of war act of public enemies riots civil commo-tions strikes lockouts stoppages restraint of labour or othersimilar acts (whether partial or general) acts or omissionsof the Commonwealth shortages of labour or essentialmaterials reasonable failure to secure contractors delaysof contractors and inability profitably to sell heavy mineralsand heavy mineral products or factors due to overall worldeconomic conditions or factors due to action taken by oron behalf of any government or governmental authority(other than the State or any authority of the State) orfactors that could not reasonably have been foreseenPROVIDED ALWAYS that the party whose performance ofobligations is affected by any of the said causes shallpromptly give notice to the other party of the event orevents and shall minimise the effect of such causes as soonas possible after the occurrence.

31. Notwithstanding any provision of this Agreement theMinister may at the request of the Company from time totime extend or further extend any period or vary or furthervary any date referred to in this Agreement for such periodor to such later date as the Minister thinks fit whether ornot the period to be extended has expired or the date to bevaried has passed.

Determina-tion ofAgreement.

32. (1) In any of the following events namely if theCompany makes default which the State considers materialin the due performance or observance of any of thecovenants or obligations to the State herein or in any leasesublease licence or other title or document granted or


assigned under this Agreement on its part to be performedor observed or if the Company abandons or repudiates itsoperations under this Agreement and such default is notremedied or such operations resumed within a period of 180days after notice as provided in subclause (2) of this Clauseis given by the State (or—if the alleged default abandon-ment or repudiation is contested by the Company and within60 days after such notice is submitted by the Company toarbitration—within a reasonable time fixed by the arbitra-tion award but not less than 90 days after the makingof the arbitration award where the question is decidedagainst the Company the arbitrator finding that there wasa bona fide dispute and that the Company had not beendilatory in pursuing the arbitration) or if the Company goesinto liquidation (other than a voluntary liquidation for thepurpose of reconstruction) then and in any of such eventsthe State may by notice to the Company determine thisAgreement and the rights of the Company hereunder andunder any lease licence easement or right granted hereunderor pursuant hereto shall thereupon determine.

(2) The notice to be given by the State in terms of sub-clause (1) of this Clause shall specify the nature of thedefault or other ground so entitling the State to exercisesuch right of determination and where appropriate andknown to the State the party or parties responsible thereforand shall be given to the Company and all such assigneesmortgagees chargees and disponees for the time being ofthe Company's said rights to or in favour of whom or bywhom an assignment mortgage charge or disposition hasbeen effected in terms of Clause 27 whose name and addressfor service of notice has previously been notified in writingto the State by the Company or any such assignee mortgageechargee or disponee.

(3) The abandonment or repudiation by or liquidationof the Company referred to in subclause (1) of this Clausemeans the abandonment or repudiation by or the liquidationof all of them the Company and all assignees and appointeeswho have executed and are for the time being bound by adeed of covenant in favour of the State as provided inClause 27.

(4) If the default referred to in subclause (1) of thisClause shall not have been remedied after such notice orwithin the time fixed by the arbitration award as afore-said the State instead of determining this Agreement asaforesaid because of such default may itself remedy suchdefault or cause the same to be remedied (for which purpose


the State by agents workmen or otherwise shall have fullpower to enter upon lands occupied by the Company and tomake use of all plant machinery equipment and installa-tions thereon) and the costs and expenses incurred by theState in remedying or causing to be remedied such defaultshall be a debt payable by the Company to the State ondemand.

Eft e c t of 33. (1) Upon the cessation or determination of thiscessationand Agreement—determina-tion ofAgreement. (a) except as otherwise agreed by the Minister the

rights of the Company and those of anyassignee or mortgagee of the Company underthis Agreement or under the mineral lease orany other lease, licence, easement or rightgranted hereunder or pursuant hereto and allthe right title and interest of the Company andof any such assignee or mortgagee in and toany land wherever situated granted to the Com-pany or to such assignee for any other of thepurposes of this Agreement shall thereuponcease and determine, but without prejudice tothe liability of either of the parties in respect ofany antecedent breach or default under thisAgreement or in respect of any indemnity givenhereunder; and

(b) the Company shall forthwith pay to the Stateall monies that may then have been payable oraccrued due hereunder; and

(c) except as provided in this Clause or otherwiseprovided in this Agreement neither of theparties shall have any claim against the otherof them in respect to any matter or thingcontained in or arising out of this Agreement.

(2) Subject to the provisions of subclause (3) of thisClause upon the cessation or determination of this Agree-ment all buildings erections and other improvementserected on any land then occupied by the Company or, anyassociated company or assignee of the Company under themineral lease or any other lease, licence, easement, right orgrant made hereunder for the purpose hereof shall becomeand remain the absolute property of the State without thepayment of any compensation or consideration to theCompany or any other party and freed and discharged fromall mortgages and other encumbrances and the Company


shall do and execute all such deeds documents and otheracts matters and things (including surrenders) as theState may reasonably require to give effect to the provisionsof this subclause.

(3) In the event of the Company immediately prior tothe cessation or determination of this Agreement or sub-sequently thereto desiring to remove any of its electricitygenerating plant and transmission system or any of itsother fixed or movable plant and equipment from any partof the land occupied by it at the date of such cessation ordetermination the Company shall give to the State notice ofsuch desire and thereby shall grant to the State the rightor option exercisable within 3 months thereafter to purchasein situ the said electricity generating plant transmissionsystem and other fixed or movable plant and equipment orany part thereof at a fair valuation to be agreed betweenthe parties or failing agreement determined by arbitrationhereunder.

34. Nothing in this Agreement shall be construed to exemptthe Company from compliance with any requirement inconnection with the protection of the environment arisingout of or incidental to the operations of the Company here-under that may be made by the State or any State agencyor instrumentality or any local or other authority or statu-tory body of the State pursuant to any Act for the time beingin force.

Environ-mentalProtection.

35. The Company shall indemnify and keep indemnified Indemnity.the State and its servants agents and contractors in respectof all actions suits claims demands or costs of third partiesarising out of or in connection with any work carried outby the Company pursuant to this Agreement or relating toits operations hereunder or arising out of or in connectionwith the construction maintenance or use by the Companyor its servants agents contractors or assignees of theCompany's works or services the subject of this Agreementor the plant apparatus or equipment installed in connectiontherewith.

36. The Company shall make all necessary applicationsfrom time to time to the proper authorities and theCommonwealth and the State for the grant to it of anylicences or consents required under Commonwealth or Statelaw to permit it to enter this Agreement and perform itsobligations hereunder.

Licences andconsents.

Stamp dutyexemption.


37. (1) The State shall exempt from any stamp duty whichbut for the operation of this Clause would or might bechargeable on

(a) this Agreement;

(b) any instrument executed by the State pursuantto this Agreement granting to or in favour ofthe Company or any permitted assignee of theCompany any lease licence easement or rightgranted or demised hereunder or pursuanthereto; and

(c) any assignment sublease or disposition (otherthan by way of mortgage or charge) and anyappointment to or in favour of the CompanyOr an associated company of any interest rightobligation power function or authority madepursuant to the provisions of this Agreement.

PROVIDED THAT this Clause shall not apply to anyinstrument or other document executed or made more than7 years from the date hereof.

(2) If prior to the date on which the Bill referred toin Clause 3 to ratify this Agreement is passed as an Actstamp duty has been assessed and paid on any instrumentor other document referred to in subclause (1) of thisClause the State when such Bill is passed as an Act shallon demand refund any stamp duty paid on any suchinstrument or other document to the person who paid thesame.

Arbitration. 38. (1) Any dispute or difference between the partiesarising out of or in connection with this Agreement theconstruction of this Agreement or as to the rights duties orliabilities of either party hereunder or as to any matterto be agreed upon between the parties under this Agreementshall in default of agreement between the parties and inthe absence of any provision in this Agreement to thecontrary be referred to the arbitration of two arbitratorsone to be appointed by each party the arbitrators to appointtheir umpire before proceeding in the reference and everysuch arbitration shall be conducted in accordance with theprovisions of the Arbitration Act, 1895.

(2) Except where proposals are pursuant to theprovisions of this Agreement referred to arbitration, theprovisions of this Clause shall not apply to any case wherethe State the Minister or any other Minister in theGovernment of the said State is by this Agreement giveneither expressly or impliedly a discretionary power.


(3) The arbitrators or umpire (as the case may be) ofany submission to arbitration hereunder are herebyempowered upon the application of either of the parties togrant in the name of the Minister any interim extensionof any period or variation of any date referred to hereinwhich having regard to the circumstances may reasonablybe required in order to preserve the rights of that partyor of the parties hereunder and an award may in the nameof the Minister grant any further extension or variation forthat purpose.

39. Any notice consent or other writing authorised by or 1"ces•required by this Agreement to be given or sent shall bedeemed to have been duly given or sent by the State ifsigned by the Minister or by any senior officerof the Public Service of the State acting bythe direction of the Minister and forwarded byprepaid post to the Company at its registered office for thetime being in the State and by the Company if signed onits behalf by a director manager or secretary of the Companyor by any person or persons authorised by the Company inthat behalf or by its solicitors (which solicitors have beennotified to the State from time to time) and forwarded byprepaid post to the Minister and any such notice consentor writing shall be deemed to have been duly given orsent (unless the contrary be shown) on the day on which itwould be delivered in the ordinary course of post.

40. This Agreement shall be interpreted according to the Applicablelaw for the time being in force in the said State. Law.

THE FIRST SCHEDULE

HEAVY MINERALS BY RAIL

1. (i) The freight rate/s for the haulage of heavy mineralsby rail from the separation plant to the Company's railsiding at Capel shall at the Company's election be

RATE PER TONNEEITHER IN WAGR WAGONS IN COMPANY WAGONS

$9.17 $8.38OR the freight rate gazetted from time to time under theRailway Commission's By-law 55 PROVIDED THAT theCompany shall give notice of its election not less than 3months prior to commencement of rail haulage.

RATE PER TONNEIN WAGE IN COMPANYWAGONS WAGONS

$Freight

rategazettedunder

By-law 55

3.202.902.702.602.502.46

Freightrate

gazettedunder

By-law 55

2.952.702.532.472.402.37

•• ••• •

••• ••• •


The minimum freight payable under this subparagraphin respect of any year commencing from the date that heavyminerals are first railed from the separation plant, whetherto the existing Geraldton wharf or to the Company's railsiding at Capel, shall, subject to adjustment in accordancewith the provisions of paragraph 2 (xi) of this Schedulebe $9.17 x 50 000 if the Company elects for the first alter-native, or the gazetted freight rate prevailing at the endof the year under review multiplied by 50 000 if the Companyelects for the second alternative.

(ii) The freight rate/s for the haulage of heavy mineralsby rail from the separation plant to the existing GeraldtonWharf but not elsewhere shall be as shown hereunder.

TONNES PER ANNUM

Up to and including 100 000

Over 100 000 and up to 200 000Over 200 000 and up to 300 000 .Over 300 000 and up to 400 000 .Over 400 000 and up to 500 000 .Over 500 000 and up to 600 000 .Over 600 000 . .

The minimum freight payable under this subparagraph inrespect of any year commencing from the date that heavyminerals are first railed from the separation plant whetherto the existing Geraldton wharf or to the Company's railsiding at Capel shall, subject to adjustment in accordancewith the provisions of paragraph 2 (x) of this Schedule be$3.20 x 50 000 PROVIDED THAT if in the year under reviewthe Company has shipped more than 50 000 tonnes of heavyminerals from the separation plant to the Company's railsiding at Capel the Company may credit the amount offreight paid in respect of such excess towards the minimumannual freight payable under this subparagraph.

2. The freight rates set out in paragraph 1 of this Scheduleare subject to the following additional conditions-

(i) Trains shall operate up to a maximum of 6 daysper week, commencing 12.01 a.m. Monday and ceas-ing 12.00 midnight on Saturday. The RailwaysCommission shall arrange a train operating pattern


between Monday and Saturday consistent with therequirements of the Company as advised from timeto time under Clause 12 (6) of this Agreement.The train operating pattern shall be based asfar as is practicable on the utilisation of themaximum number of wagons possible per train andthe least number of trains per week required tomeet the haulage programme of the Company andsuch trains shall be tabled at the times mostconvenient to the operational requirements of theRailways Commission.

(11) If the needs of the Company reasonably requireoperation on Sunday and such needs do not arisesolely from any failure or inability of the RailwaysCommission, the Company shall reimbursethe Railways Commission for any additionalexpenses which are payable as a consequence.

(iii) The Company shall ensure that all wagons areloaded within the authorised axle load capacityand shall be subject to such minimum load perwagon and per train as may be defined by theRailways Commission.

(iv) The Company shall ensure that all wagons areproperly trimmed and secured to permit safetransport at all times.

(v) Unless otherwise determined by the RailwaysCommission the Company shall be responsible forthe movement of wagons at the loading andunloading points. The Company shall ensure thatthe loading and unloading rates are not less than1 000 tonnes per hour respectively. If such rates arenot regularly adhered to the Railways Commissionreserves the right to review the freight rates.

(vi) Freight charges shall be paid by monthly paymentsin the month next following the month of haulageon the basis of the tonneages hauled chargedat the rate or rates applicable to the anticipatedannual tonneage and subject to annual adjustmentafter the expiration of each year with regard tothe tonneage actually carried at the rate or ratesapplicable thereto.

(vii) In ascertaining the actual number of tonnescarried the method of measurement shall be agreedbetween the parties.

No. 53.] Mineral Sands (Western. [1975.Titanium) Agreement.

(viii) If in any year the Railways Commission transportsa total of more than 600 000 tonnes of heavymineral concentrates and heavy minerals by railfrom Eneabba for the Company and other operatorsin the mineral sands industry the RailwaysCommission in its sole discretion may review thelevel of the annual minimum tonneage provisionsin this Schedule.

(ix) The Railways Commission shall if required by theCompany provide wagons for heavy mineralshaulage to meet the anticipated requirements ofthe Company given to the Railways Commissionpursuant to the provisions of Clause 12 (6). Ifwagons so provided by the Railways Commissionare not fully utilised for the Company's operationsthe Company shall compensate the RailwaysCommission for loss of wagon usage to an amountto be agreed between the parties.

(x) The freight rates set out in paragraph 1 (ii) of thisSchedule are based on costs prevailing on the 1stJuly 1973 and shall be adjusted on the 1st Januaryand 1st July of each year with the changesbecoming effective on and from these dates, inaccordance with the following formula—

Fl F +1:1R1-HR).

DD (SR1-8

.65F .80 .05 + .15 HR

WHERE

Fl = New freight rate.

F = The existing freight rate.

HR = The average hourly rate payable as at1st July 1973.

HR1 = The average hourly rate payable as atthe date of adjustment.

D = The wholesale price (duty free) ofdistillate in Perth as at 1st July 1973.

D1 The wholesale price (duty free) ofdistillate in Perth as at the date ofadjustment.


SR = Price of heavy steel rails per tonne c.i.f.Port of Fremantle as ascertained fromprice schedule covering despatches fromBroken Hill Proprietary CompanyLimited and Australian Iron and SteelProprietary Limited as at 1st July 1973.

SRi = The price of heavy steel rails per tonnec.i.f. Port of Fremantle ascertained asaforementioned as at the date ofadjustment.

The rates applicable at the 1st July 1973 are

per hour

1st class driver 2.6700

1st class guard 2.3700

Trackman 1.8725

$6.9125

Average hourly rate—$2.3042

Price of distillate per litre-4.707 cents.

Price of heavy steel rails per tonne c.i.f. Port ofFremantle—$121.05.

Adjustments made in accordance with this formulashall be expressed in a figure of dollars per tonneand calculated to four decimal places of a dollarand in doing so the fifth decimal place shall also becalculated so that if the fifth decimal place is .5 orabove, the fourth decimal place shall be increasedby 1.

This formula shall be subject to review by theRailways Commission after consultation with theCompany on the 1st July 1978 and thereafter atintervals of 5 years.

(xi) The freight rates set out in paragraph 1 (i) of thisSchedule are based on costs prevailing at the 1stJuly 1973 and shall be adjusted on the 1st Januaryand 1st July of each year with the changes becom-ing effective on and from these dates in accordancewith the formula set out in subparagraph (x) ofthis paragraph, except that there shall besubstituted for the reference ".65F" in that formulathe reference ".75F".


OTHER COMMODITIES

3. All commodities other than those referred to in thisSchedule shall unless otherwise determined by the RailwaysCommission be carried subject to By-Law 55 made under theGovernment Railways Act, 1904.

THE SECOND SCHEDULE

WESTERN AUSTRALIAMINING ACT, 1904

MINERAL SANDS (WESTERN TITANIUM)AGREEMENT ACT, 1975

MINERAL LEASE

Lease No Mineral Field

ELIZABETH THE SECOND by the Grace of God Queen ofAustralia and Her other Realms and Territories Head of theCommonwealth:

TO ALL TO WHOM THESE PRESENTS shall comeGREETINGS:

KNOW YE that WHEREAS by section 48 of the Mining Act,1904, power is given to the Governor of our State of WesternAustralia, in the Commonwealth of Australia, to grantleases of land for the purposes of mining thereon for anyany mineral other than gold upon the terms and conditionsset forth in the said Act AND WHEREAS by an Agreementmade between the State of Western Australia andWESTERN TITANIUM LTD a company incorporated underthe Companies Act of the State of Victoria and having itsregistered office in Western Australia situate at 643 MurrayStreet West Perth (hereinafter called "the Company" whichexpression includes its successors and permitted assigns)which Agreement (hereinafter referred to as "the Agree-ment") was ratified by the Mineral Sands (WesternTitanium) Agreement Act, 1975—the State agreed to grant tothe Company on application made by the Company amineral lease under and, except as otherwise provided bythe Agreement, subject to the Mining Act, 1904 andWHEREAS the Company has now made application for amineral lease of the land hereinafter described for thepurpose of mining thereon for titaniferous minerals(including ilmenite rutile and leucoxene) and magnetitezircon monazite kyanite staurolite xenotime and garnet NOWWE in consideration of the rents and royalties reserved by theAgreement and in consideration of the other covenants and

1975.] Mineral Sands (Western. [No. 53.Titanium) Agreement.

conditions in this lease and in the Agreement to be observedby the Company DO BY THESE PRESENTS GRANT ANDDEMISE UNTO THE COMPANY but subject to the provisionsof the Agreement all those pieces and parcels of landsituated in the Mineral Field containingapproximately hectares (subject to suchcorrections as may be necessary to accord with the surveywhen made) and particularly described and delineated onthe plan in the schedule hereto and all those mines, veins,seams, lodes, or deposits of titaniferous minerals (includingilmenite rutile and leucoxene) and magnetite zircon monazitekyanite staurolite xenotime and garnet in, on, or under thesaid land (hereinafter called "the said mines") togetherwith the rights, liberties, easements, advantages andappurtenances thereto belonging or appertaining to a lesseeof a mineral lease under the Mining Act, 1904, including allamendments thereof for the time being in force and allregulations made thereunder for the time being in force(which Act and regulations are hereinafter referred to as "theMining Act") or to which the Company is entitled under theAgreement, excepting and reserving out of this demise anyportion of the said land which is now used for any publicworks or building whatsoever TO HOLD the said land andthe said mines and all and singular the premises herebydemised for the term of twenty-one (21) years from the day of 19 withthe right to renew the same from time to time for furtherperiods each of twenty-one (21) years as provided in butsubject to the terms covenants and conditions set out in theAgreement and to the Mining Act (as modified by theAgreement) YIELDING and paying therefor the rents androyalties as provided for in the Agreement AND WE dohereby declare that this lease is subject to the conditionthat the Company shall observe perform and carry out theprovisions of the Mines Regulation Act, 1946, and all amend-ments thereof for the time being in force and theregulations for the time being in force made thereunder andthe provisions of the Mining Act (as modified by theAgreement) in so far as the same affect or have applicationto this lease or any renewal thereof.

PROVIDED THAT this lease and any renewal thereof shallnot be determined or forefeited otherwise than under andin accordance with the Agreement.

AND PROVIDED FURTHER that all petroleum and otherminerals (apart from titaniferous minerals (includingilmenite rutile and leucoxene) and magnetite zircon monazitekyanite staurolite xenotime and garnet) on or below thesurface of the demised land are reserved to Her Majesty orany person claiming under her and that any person lawfullyauthorised in that behalf may have access to the demised


land for the purpose of searching for and obtainingpetroleum or, subject to the terms of the Agreement otherminerals (other than those aforesaid) in any part of theland under the provisions of the Mining Act or thePetroleum Act, 1967.

IN WITNESS WHEREOF we have caused our Minister forMines to affix his seal and set his hand hereto at Perth inour said State of Western Australia and the common sealof the Company was hereunto affixed by authority of theBoard of Directors this day of 19

THE SCHEDULE ABOVE REFERRED TO (plan of lease).

IN WITNESS WHEREOF this Agreement has beenexecuted by or on behalf of the parties hereto the day andyear first hereinbef ore mentioned.

SIGNED by the said THEHONOURABLE SIR CHARLESWALTER MICHAEL COURT,O.B.E., M.L.A., in the presence of

ANDREW MENSAROS,Minister for Industrial

Development.

CHARLES COURT

The Common Seal of WESTERNTITANIUM LTD was hereuntoaffixed by authority of theDirectors and in the presence of

[C.S.]

P. R. NAIRN,Director.

E. H. THOMAS,Secretary.

MINERAL SANDS (WESTERN TITANIUM) AGREEMENT. · MINERAL SANDS (WESTERN TITANIUM) AGREEMENT. No. 53...

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