Western Australian Current Acts Western Australian Current Acts[s. 3]
[Heading inserted: No. 13 of 2017 s. 7.]
2017
THE HONOURABLE MARK McGOWAN
THE STATE OF WESTERN AUSTRALIA
and
CHANNAR MINING PTY. LIMITED
ACN 009 127 039
SINOSTEEL CHANNAR PTY LTD
ACN 009 277 249
and
HAMERSLEY IRON PTY. LIMITED
ACN 004 558 276
IRON ORE (CHANNAR JOINT VENTURE) AGREEMENT 1987
RATIFIED VARIATION AGREEMENT
[Solicitor's details]
THIS AGREEMENT is made this 29 th day of September 2017
BETWEEN
THE HONOURABLE MARK McGOWAN , BA LLB MLA, Premier of the State of Western
Australia, acting for and on behalf of the said State and its
instrumentalities from time to time (hereinafter called the " State ") of the
first part,
AND
CHANNAR MINING PTY. LIMITED ACN 009 127 039 of Level 22, Central Park, 152-158
St Georges Terrace, Perth, Western Australia and SINOSTEEL CHANNAR PTY LTD
ACN 009 277 249 of Level 41, 108 St Georges Terrace, Perth, Western Australia
(hereinafter called the " Joint Venturers " in which term shall be included
their successors and permitted assigns) of the second part,
AND
HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 of Level 22, Central Park, 152-158
St Georges Terrace, Perth, Western Australia (hereinafter called " Hamersley
") of the third part.
RECITALS :
A . The State, the Joint Venturers and Hamersley
are parties to the agreement dated 27 October 1987, which is referred to in
this Agreement as the " Principal Agreement ".
B . The parties wish to vary the provisions of the
Principal Agreement on the terms and conditions set out in this Agreement.
THE PARTIES AGREE AS FOLLOWS:
1. Ratification and operation
(1) This Agreement,
other than this clause, does not come into operation except in accordance with
subclause (2).
(2) This Agreement,
other than this clause, comes into operation on the day on which it is
ratified by an Act of the Parliament of Western Australia (" Operative Date ")
unless, before that day, it terminates under subclauses (4) or (5).
(3) The State must
introduce in the Parliament of Western Australia before 31 October 2017 or a
later date agreed by the parties to this Agreement a Bill to ratify this
Agreement and must endeavour to secure its passage as an Act.
(4) If by 31 December
2017 this Agreement has not been ratified by an Act of the Parliament of
Western Australia then, unless the parties to this Agreement otherwise agree,
this Agreement terminates on that day and no party hereto will have any claim
against any other party hereto with respect to any matter or thing arising out
of, done, performed, or omitted to be done or performed under this Agreement.
(5) The parties agree
that if the Principal Agreement is otherwise determined in accordance with its
provisions on a day prior to the Operative Date, then this Agreement shall
also terminate on and from that day and no party hereto will have any claim
against any other party hereto with respect to any matter or thing arising out
of, done, performed, or omitted to be done or performed under this Agreement.
2. Variations of the Principal Agreement
The Principal Agreement is hereby varied as
follows:
(1) in clause 1 by:
(a)
deleting the definitions of "direct shipping ore", "fine ore", "fines" and
"f.o.b. revenue"; and
(b)
inserting in the appropriate alphabetical positions the following new
definitions:
"Hamersley Range 1963
Agreement" means the agreement approved by and scheduled to the
Iron Ore (Hamersley Range) Agreement Act 1963 , as from time to time added
to, varied or amended;
"Variation Agreement"
means the variation agreement made on or about 3 October 2017 between the
Honourable Mark McGowan, Premier of the State of Western Australia acting for
and on behalf of the said State and its instrumentalities from time to time,
the Joint Venturers and Hamersley;
"Variation Date" means
the date on which clause 2 of the Variation Agreement comes into operation;
(2) in clause 15 by:
(a) in
subclause (5) inserting after the words "consent of" the following:
"the Minister for
Minerals and Energy, acting with the concurrence of the Minister, and"; and
(b) in
paragraph (a) of subclause (7) deleting the words "agreement (as amended from
time to time) ratified by the Iron Ore (Hamersley Range) Agreement Act 1963 "
and substituting:
"Hamersley Range 1963
Agreement";
(3) in clause 22 by:
(a)
inserting after the words "Clause 23" the following:
"or pursuant to the
proviso to paragraph (a) of subclause (7) of Clause 15"; and
(b)
inserting after the last sentence of Clause 22 the following additional
sentence:
"The parties
acknowledge that rental paid by the Joint Venturers pursuant to this Clause in
respect of any period or part thereof prior to the Variation Date in relation
to iron ore upon which royalty was payable pursuant to the proviso to
paragraph (a) of subclause (7) of Clause 15 shall be treated for all purposes
as rental paid in respect of iron ore upon which royalty was payable pursuant
to Clause 23.";
(4) in clause 23 by:
(a)
deleting subclause (1) and substituting the following:
"The Joint Venturers
shall during the continuance of this Agreement pay to the State royalty in
accordance with the Hamersley Range 1963 Agreement on all iron ore from the
mining lease (other than iron ore shipped solely for testing purposes and iron
ore on which royalty is paid by Hamersley pursuant to the proviso to paragraph
(a) of subclause (7) of Clause 15) as if such iron ore were produced under a
mineral lease granted pursuant to the abovementioned agreement."; and
(b)
deleting subclauses (2), (3) and (4);
(5) by inserting after
clause 23 a new Clause as follows:
" Blending
23A. The Joint
Venturers may blend iron ore mined from the mining lease with iron ore mined
pursuant to the Hamersley Range 1963 Agreement."
(6) in clause 31 by:
(a)
deleting "(except as to any part upon which a permanent residence shall be
erected or which is occupied in connection with that residence and except as
to any part upon which there stands any improvements that are used in
connection with a commercial undertaking not directly related to the mining of
iron ore)" and substituting:
"(except as to any
part of land upon which is situated a specified improvement as referred to
below)"; and
(b)
inserting after the last sentence of clause 31 the following additional
sentence:
"For the purpose of
this Clause the following improvements are specified improvements:
(a)
accommodation, recreation or administration
facilities and associated buildings; or
(b)
maintenance workshops existing within 100 metres
of facilities of the type listed in paragraph (a) above.";
(7) in clause 41 by
inserting after the words "pursuant to any Act" the following:
"(including under the Environmental Protection
Act 1986 )";
(8) by deleting clause
50 and substituting the following new clause:
" Term of Agreement and completion of productive
mining
50. (1)
Subject to the provisions of Clause 39, this Agreement shall
expire on 22 February 2028.
(2) The Joint
Venturers may, provided they are not in default of their obligations under
this Agreement, give notice to the Minister not later than 22 February 2027 of
their desire to have the provisions of this Agreement extended for such period
not exceeding 5 years as may be nominated in such notice.
(3) The Minister may,
if satisfied that the Joint Venturers require the Agreement to be extended for
the additional period nominated in a notice given under subclause (2) to:
(a)
complete any productive mining activities then the subject of approved
proposals; or
(b)
decommission a mine or mines (including ceasing production and removing
infrastructure, plant, equipment and services comprising and associated with
the mine or mines) and rehabilitate the minesite or minesites,
extend the term of
this Agreement for such additional period.
(4) For the purposes
of this clause "productive mining activities" means activities for the mining
and recovery of iron ore.";
(9) by inserting after
clause 50 the following new clause:
"50A. Mining lease and
lease I163654 are deemed amended upon endorsement in registers
(1) The respective
terms of the mining lease and lease I163654 (originally special lease
3116/11553) shall be deemed to be extended upon and from the respective date
of endorsement referred to in subclause (2) so as to in each case expire on 22
February 2028 or such later date agreed by the Minister pursuant to Clause
50(3) as being the date of expiry of this Agreement, subject to the sooner
determination of their respective terms in accordance with their provisions or
upon the cessation or determination of the Agreement.
(2) As soon as
practicable after the Variation Date the State shall cause a notation or other
endorsement to be made in the register maintained under:
(a)
section 103F of the Mining Act that the mining lease is extended from the date
of such endorsement and by such endorsement pursuant to this Clause and as
contemplated by this Clause; and
(b)
section 48 of the Transfer of Land Act 1893 that lease I163654 is extended
from the date of such endorsement and by such endorsement pursuant to this
Clause and as contemplated by this Clause.
For the avoidance of
doubt, the Director General of Mines and the Registrar of Titles are
authorised to make the abovementioned endorsements in the respective registers
that they administer without any further formalities, approvals or other
preconditions."; and
(10) in clause 51 by
adding the following after "State of Western Australia":
"and the parties to
this Agreement submit to the jurisdiction of the courts of Western Australia
in relation to any action or proceeding to settle any dispute or question
arising out of or in connection with this Agreement".
EXECUTED AS A DEED .
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SIGNED by THE HONOURABLE MARK McGOWAN , in the presence of: |
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EXECUTED by CHANNAR MINING PTY. LIMITED ACN 009 127 039 in accordance with
section 127(1) of the Corporations Act 2001 (Cth) by authority of its
directors: PAUL SHANNON |
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EXECUTED by HAMERSLEY IRON PTY. LIMITED ACN 004 558 276 in accordance with
section 127(1) of the Corporations Act 2001 (Cth) by authority of its
directors: |
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[Schedule 2 inserted: No. 13 of 2017 s. 7.]