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This is a Bill, not an Act. For current law, see the Acts databases.


IRON ORE PROCESSING (MINERALOGY PTY.LTD) AGREEMENT BILL 2002

                     Western Australia



 Iron Ore Processing (Mineralogy Pty. Ltd.)
           Agreement Bill 2002


                        CONTENTS


1.   Short title                                         1
2.   Commencement                                        2
3.   Interpretation                                      2
4.   Agreement ratified and implementation authorised    2
5.   State empowered under clause 27                     2
     Schedule 1 -- Iron Ore Processing
         (Mineralogy Pty. Ltd.) Agreement                3




                                                        page i
                            92--1
                           Western Australia



                      LEGISLATIVE ASSEMBLY



     Iron Ore Processing (Mineralogy Pty. Ltd.)
               Agreement Bill 2002


                               A Bill for


An Act to ratify, and authorise the implementation of, an agreement
between the State and Mineralogy Pty. Ltd., Austeel Pty. Ltd.,
Balmoral Iron Pty. Ltd., Bellswater Pty. Ltd., Brunei Steel Pty. Ltd.,
International Minerals Pty. Ltd. and Korean Steel Pty. Ltd. relating
to the mining and processing of iron ore, predominantly as
magnetite, and the transporting of processed iron ore in the Pilbara
region, and the establishment of new port facilities in the Pilbara
region and the shipping of processed iron ore through those facilities.



The Parliament of Western Australia enacts as follows:

1.      Short title
        This Act may be cited as the Iron Ore Processing (Mineralogy
        Pty. Ltd.) Agreement Act 2002.




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     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



     s. 2




     2.         Commencement
                This Act comes into operation on the day on which it receives
                the Royal Assent.

     3.         Interpretation
5               In this Act --
                "the Agreement" means the Iron Ore Processing (Mineralogy
                     Pty. Ltd.) Agreement, a copy of which is set out in
                     Schedule 1, and includes the agreement as varied from time
                     to time in accordance with its provisions.

10   4.         Agreement ratified and implementation authorised
          (1)   The Agreement is ratified.
          (2)   The implementation of the Agreement is authorised.
          (3)   Without limiting or otherwise affecting the application of the
                Government Agreements Act 1979, the Agreement operates and
15              takes effect despite any other Act or law.

     5.         State empowered under clause 27
                The State has power in accordance with clause 27 of the
                Agreement.




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            Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement         Schedule 1



             Schedule 1 -- Iron Ore Processing (Mineralogy
                         Pty. Ltd.) Agreement
                                                                                [s. 3]
     THIS AGREEMENT is made the fifth day of December 2001
5    B E T W E E N:
     THE HONOURABLE GEOFFREY IAN GALLOP, BEc, MA, MPhil,
     DPhil, 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, MINERALOGY PTY. LTD. ACN 010 582 680 a
10   company incorporated in the State of Queensland and having its registered
     office there at 'Mineralogy House', Level 8, 135 Wickham Terrace, Spring Hill
     (hereinafter called "the Company" in which term shall be included its
     successors and permitted assigns) of the second part, AUSTEEL PTY. LTD.
     ACN 058 430 032 a company incorporated in the State of Queensland and
15   having its registered office in Western Australia at Level 4 'St Georges Square',
     225 St Georges Terrace, Perth of the third part, BALMORAL IRON PTY.
     LTD. ACN 058 429 931 a company incorporated in the State of Queensland
     and having its registered office there at 'Mineralogy House' Level 8, 135
     Wickham Terrace, Spring Hill of the fourth part, BELLSWATER PTY. LTD.
20   ACN 058 429 708 a company incorporated in the State of Queensland and
     having its registered office there at 'Mineralogy House' Level 8, 135 Wickham
     Terrace, Spring Hill of the fifth part, BRUNEI STEEL PTY. LTD. ACN
     058 429 977 a company incorporated in the State of Queensland and having its
     registered office there at 'Mineralogy House' Level 8, 135 Wickham Terrace,
25   Spring Hill of the sixth part, INTERNATIONAL MINERALS PTY. LTD.
     ACN 058 341 638 a company incorporated in the State of Queensland and
     having its registered office there at 'Mineralogy House' Level 8, 135 Wickham
     Terrace, Spring Hill of the seventh part and KOREAN STEEL PTY. LTD.
     ACN 058 429 600 a company incorporated in the State of Queensland and
30   having its registered office there at 'Mineralogy House' Level 8, 135 Wickham
     Terrace, Spring Hill of the eighth part (the parties of the third to eighth parts
     being hereinafter called "the Co-Proponents" in which term shall be included
     their respective successors and permitted assigns).



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     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



     Schedule 1      Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



     W H E R E A S:
               (a) The Company is the holder of mining tenements in the
                    Pilbara region;
                   (b)   The Company has granted various rights in relation to certain
5                        of the said mining tenements to the Co-Proponents as set out
                         in the Subsidiary agreements (as hereinafter defined);
                   (c)   The Company by itself or in conjunction with one or more of
                         the Co-Proponents wishes to develop projects incorporating -
                           (i)    the mining and concentration of iron ore in Area A
10                                (as hereinafter defined);
                          (ii)    the processing of that iron ore predominantly as
                                  magnetite in Area A or elsewhere in the Pilbara
                                  region principally for the production and sale of high
                                  grade pellets, direct reduced iron and/or hot
15                                briquetted iron or steel;
                          (iii)   the transport of magnetite concentrates and processed
                                  iron ore within the Pilbara region;
                          (iv)    the establishment of new port facilities in the Pilbara
                                  region; and
20                         (v)    the shipping of processed iron ore through such port
                                  facilities;
                   (d)   The State, for the purpose of promoting employment
                         opportunity and industrial development in Western Australia,
                         has agreed to assist the establishment of the proposed projects
25                       upon and subject to the terms of this Agreement.
     NOW THIS AGREEMENT WITNESSES:
     Definitions
     1.       In this Agreement subject to the context -
              "advise", "apply", "approve", "approval", "consent", "certify",
30                "direct", "disclose", "notify", "request", or "require",
                  means advise, apply, approve, approval, consent, certify, direct,
                  disclose, notify, request, or require in writing as the case may be


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        Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement         Schedule 1



           and any inflexion or derivation of any of those words has a
           corresponding meaning;
      "Ancillary Tenement" means any mining tenement that may be
          granted under the Mining Act to the Company pursuant to its
5         applications for general purpose leases 08/51 to 08/55 and its
          application for miscellaneous licence 08/20 and according to the
          requirements of the context shall describe the area of land
          demised as well as the instrument by which it is demised;
      "approved proposal" means a proposal approved or deemed to be
10        approved under this Agreement;
      "Area A" means -
          (a) such portions of the areas near Cape Preston shown
               coloured red on Sheet 1 of Plan 1 as are from time to time
               held by the Company under -
15                  (i)    mining leases 08/118 - 08/130 and 08/264 -
                           08/266;
                   (ii)    exploration licences 08/117, 08/118, 08/636 and
                           08/660;
                   (iii)   the exploration licence granted under
20                         subclause (1) of Clause 9 in respect of the land
                           previously the subject of exploration licence
                           08/643;
                   (iv)    the Ancillary Tenements;
                    (v)    any mining tenements issued to the Company in
25                         substitution for the mining tenements set forth in
                           paragraphs (i) to (iv) of this definition; or
                   (vi)    any other titles to areas within the land coloured
                           red on Sheet 1 of Plan 1 granted to the Company
                           in accordance with the approved proposals; and
30          (b)   any mining lease included in Area A pursuant to
                  subclause (7) of Clause 9;
      "Area B1" means the areas near Robe River coloured light green and
          marked "Area B1" on Plan 1 comprising the exploration licences
          granted under subclause (4) of Clause 9 in respect of the land

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     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



     Schedule 1   Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



                   previously the subject of exploration licences 47/636, 47/637 and
                   47/638;
              "Area B2" means the areas coloured light blue and marked "Area
                  B2" on Sheet 1 of Plan 1 and comprising exploration licences
5                 08/691 and 08/698;
              "Area C" means the area coloured blue and marked "Area C" on
                  Plan 2;
              "Area D" means the area coloured light blue and marked "Area D"
                  on Plan 2;
10            "Clause" means a clause of this Agreement;
              "commencement date" means the date the Bill referred to in
                  Clause 3 comes into operation as an Act;
              "Common Use Land" means land the subject of or proposed to be
                 the subject of any lease, licence, easement or other title granted
15               under this Agreement the use of which is shared by Projects or is
                 proposed to be so shared in accordance with approved proposals;
              "Commonwealth" means the Commonwealth of Australia and
                 includes the Government for the time being thereof;
              "Company's workforce" means the persons (and the dependants of
20               those persons) engaged whether as employees, agents or
                 contractors in the Project Proponents' activities under this
                 Agreement in respect of Projects hereunder or any of them and
                 includes the persons (and the dependants of those persons)
                 involved in the construction phases of the Projects;
25            "Department" means the instrumentality of the State from time to
                  time assisting the Minister of the State responsible for the
                  administration of the Mining Act;
              "DRI" means direct reduced iron and includes HBI;
              "EP Act" means the Environmental Protection Act 1986;
30            "existing mining leases" means mining leases 08/118 to 08/130;
              "Export Credit Agency" means any government agency or
                  government owned entity, statutory body or government
                  controlled body to which the Company or any of the


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        Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement      Schedule 1



           Co-Proponents intend to apply for financial support, financial
           guarantees or finance to support the construction or development
           of any project proposal submitted for approval under this
           Agreement;
5     "further mining leases" means any mining leases included in Area
           A pursuant to subclause (7) of Clause 9;
      "Government Agreement" means a Government agreement as
         defined in section 2 of the Government Agreements Act 1979;
      "HBI" means DRI in the form of hot briquetted iron;
10    "high grade fine ore" means iron ore of a nominal size of less than
          6 millimetres with an iron content of greater than 60% in its
          natural state;
      "Indicated Mineral Resource" has the meaning given to it in the
          Reporting Code;
15    "iron ore concentrates" mean iron ore mined by Project Proponents
           pursuant to this Agreement and concentrated by them to at least
           65% Fe;
      "LA Act" means the Land Administration Act 1997;
      "local government" means a local government established under the
20         Local Government Act 1995;
      "magnetite" means iron ore concentrates in the form of magnetite;
      "Mining Act" means the Mining Act 1978;
      "Mining Leases" means existing mining leases and further mining
          leases that have been dedicated to a Project and any mining
25        leases granted pursuant to Clause 10 and according to the
          requirements of the context shall describe the area of land
          demised as well as the instrument by which it is demised;
      "Minister" means the Minister in the Government of the State for the
          time being responsible for the administration of the Act to ratify
30        this Agreement and pending the passing of that Act means the
          Minister for the time being designated in a notice from the State
          to the Company and includes the successors in office of the
          Minister;


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     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



     Schedule 1   Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



              "Minister for Mines" means the Minister in the Government of the
                  State for the time being responsible for the administration of the
                  Mining Act;
              "month" means calendar month;
5             "native title rights and interests" has the meaning given to it in the
                  Native Title Act 1993 of the Commonwealth;
              "notice" means notice in writing;
              "person" or "persons" includes bodies corporate;
              "Plan 1" and "Plan 2" mean respectively the plans marked "1" and
10                "2" initialled by or on behalf of the parties hereto for the purpose
                  of identification;
              "Plant areas" means areas on which Project Proponents may
                  establish processing, port and associated facilities for production
                  and/or shipping in accordance with approved proposals in Area
15                A or other area in the Pilbara agreed to between the Minister and
                  the Company;
              "private roads" means the roads referred to in subclause (1) of
                  Clause 13 and any other roads (whether within or outside any
                  areas held by the Company pursuant to this Agreement)
20                constructed by Project Proponents in accordance with an
                  approved proposal or agreed by the State and the Project
                  Proponents to be a private road for the purposes of this
                  Agreement;
              "Project 1" means a project or projects for the production of high
25                grade iron ore pellets within Western Australia with subject to
                  Clause 2(h) an initial minimum production capacity of six
                  million tonnes per annum (or lesser amount approved by the
                  Minister) from a mine or mines within Area A and a pellet
                  production facility located within Area A (or other area in the
30                Pilbara region agreed to between the Minister and the Project
                  Proponents) including expansions of projects the subject of
                  approved proposals from time to time and may include inter alia
                  a mine, concentrator, port, desalination plant, pellet plant, power
                  station, pipelines and any other necessary facilities to enable
35                pellets to be produced transported and shipped and provision for


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        Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement      Schedule 1



           the supply of a minor tonnage of iron ore concentrates for use as
           heavy media in the coal washing industry;
      "Project 2" means a project or projects for the production of DRI
          within Western Australia with subject to Clause 2(h) an initial
5         minimum production capacity of two million tonnes per annum
          (or lesser amount approved by the Minister) from a mine or
          mines within Area A and a DRI production facility located
          within Area A (or other area in the Pilbara region agreed to
          between the Minister and the Project Proponents) including
10        expansions of projects the subject of approved proposals from
          time to time and may include inter alia a mine, concentrator,
          power station, desalination plant, pellet plant, DRI plant, port,
          pipelines and any other necessary facilities to enable DRI to be
          produced transported and shipped and provision for the supply of
15        a minor tonnage of iron ore concentrates for use as heavy media
          in the coal washing industry;
      "Project 3" means a project or projects for the production of steel
          within Western Australia with subject to Clause 2(h) an initial
          minimum production capacity of two million tonnes per annum
20        (or lesser amount approved by the Minister) from a mine or
          mines within Area A and a DRI production facility located
          within Area A (or other area in the Pilbara region agreed to
          between the Minister and the Project Proponents) including
          expansions of projects the subject of approved proposals from
25        time to time and may include inter alia a mine, concentrator,
          power station, desalination plant, pellet plant, DRI plant, steel
          making and rolling plant, port, pipelines and any other necessary
          facilities to enable steel to be produced transported and shipped
          and provision for the supply of a minor tonnage of iron ore
30        concentrates for use as heavy media in the coal washing
          industry;
      "Project" means a project of the type of Project 1, Project 2 or
          Project 3 the subject of approved proposals or a project made up
          of a combination of projects of the type of Project 1, Project 2
35        and/or Project 3 which subject to Clause 2(h) includes an
          aggregate production capacity of a minimum of six million
          tonnes per annum (or lesser amount approved by the Minister) of

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     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



     Schedule 1       Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



                      iron ore concentrates for input into a plant or plants the subject
                      of Project 1, Project 2 or Project 3;
               "Project Proponents" means in relation to each Project hereunder
                   the Company or, where the proposals for a Project are submitted
5                  by the Company and a Co-Proponent or Co-Proponents, the
                   Company and that Co-Proponent or those Co-Proponents;
               "public road" means a road as defined by the Road Traffic Act 1974;
               "Reporting Code" means the Australasian Code for Reporting of
                   Identified Mineral Resources and Ore Reserves, published by the
10                 Australasian Institute of Mining and Metallurgy, the Australian
                   Institute of Geoscientists and the Minerals Council of Australia
                   in July 1996 or any future superseding code issued by the same
                   or any future equivalent organisation or organisations;
               "subclause" means subclause of the Clause in which the term is
15                 used;
               "Subsidiary agreements" means the deeds and agreements set out in
                   the First Schedule to this Agreement;
               "this Agreement" "hereof" and "hereunder" refer to this
                    Agreement whether in its original form or as from time to time
20                  added to varied or amended;
               "wharf" includes any jetty structure.
     Interpretation
     2.        In this Agreement -
                  (a) monetary references are references to Australian currency
25                      unless otherwise specifically expressed;
                  (b)    power given under any clause other than Clause 34 to extend
                         any period or date shall be without prejudice to the power of
                         the Minister under Clause 34;
                  (c)    Clause headings do not affect the interpretation or
30                       construction;
                  (d)    words in the singular shall include the plural and words in the
                         plural shall include the singular according to the requirements
                         of the context;

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              Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement          Schedule 1



                  (e)   one gender includes the other genders;
                  (f)   reference to an Act includes the amendments to that Act for
                        the time being in force and also any Act passed in substitution
                        therefor or in lieu thereof and the regulations for the time
5                       being in force thereunder;
                  (g)   every covenant or agreement expressed or implied in this
                        Agreement in which more persons that one covenant and
                        agree shall bind such persons and every two or more of them
                        jointly and each of them severally; and
10                (h)   the provisions for minimum production capacities contained
                        in the definitions of Project 1, Project 2, Project 3 and Project
                        (in relation to a combination of projects) in Clause 1 shall
                        only apply to the first project of the type of Project 1, Project
                        2 or Project 3 or a combination thereof which is approved
15                      under Clause 7.
     Initial obligations of the State
     3.        The State shall -
                 (a) introduce by 31 December 2001 and sponsor a Bill in the
                       Parliament of Western Australia to ratify this Agreement and
20                     endeavour to secure its passage as an Act prior to
                       30 June 2002 or such later dates as may be agreed between
                       the parties hereto; and
                  (b)   subject to the adequate protection of the environment
                        (including flora and fauna), the land affected (including
25                      improvements thereon) and sites of aboriginal significance
                        allow the Company and any Co-Proponent to enter upon
                        Crown Lands (including, if applicable, land the subject of a
                        pastoral lease) to the extent reasonably necessary for the
                        purposes of undertaking their obligations under subclause (1)
30                      of Clause 5.
     Ratification and operation
     4. (1)    The provisions of this Agreement other than this Clause and
               Clauses 1, 2 and 3 shall not come into operation until the Bill referred


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     Schedule 1     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



               to in Clause 3 has been passed by the Parliament of Western Australia
               and comes into operation as an Act.
        (2)    If before 30 June 2002 or such later agreed date the said Bill has not
               commenced to operate as an Act then, unless the parties hereto
5              otherwise agree, this Agreement shall then cease and determine and
               no party hereto shall 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.
        (3)    On the said Bill commencing to operate as an Act, this Agreement
10             shall operate and take effect according to its terms notwithstanding
               the provisions of any Act or law of Western Australia.
     Initial obligations of the Company
     5. (1)    The Company shall keep the State fully informed as to the progress
               and results of its field and office geological, geotechnical,
15             engineering, environmental, heritage, marketing and finance studies
               and other matters necessary to enable it and any Co-Proponent to
               finalise and to submit the proposals referred to in Clause 6 in respect
               of the first project of the type of Project 1, the first project of the type
               of Project 2 and the first project of the type of Project 3 and shall
20             report in writing thereon to the State at quarterly intervals or such
               longer periods as may be approved by the Minister.
        (2)    With each report pursuant to subclause (1) the Company shall also
               advise the State of the then expected Western Australian and other
               Australian content of each Project and, in relation to each Project, the
25             matters the subject of subclause (4) of Clause 12.
        (3)    The Company shall co-operate with the State and consult with the
               representatives or officers of the State regarding matters referred to in
               subclause (1) and any other relevant studies in relation thereto that the
               Minister may wish to undertake and shall join with the State in any
30             studies into infrastructure that the Minister and the Company agree
               should be undertaken.




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              Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement         Schedule 1



     Project proposals
     6. (1)    The Company either alone or with a Co-Proponent shall subject to the
               EP Act and the provisions of this Agreement submit to the Minister
               on or before 30 June 2003 to the fullest extent reasonably practicable
5              its detailed proposals (including plans where practicable and
               specifications where reasonably required by the Minister and any
               other details normally required by the local government in which area
               any of the works are to be situated) for a project or projects of the
               type of Project 1, Project 2 or Project 3 or a combination thereof as
10             described in the definition of Project in Clause 1. Thereafter during
               the currency of this Agreement the Company either alone or with a
               Co-Proponent may subject as aforesaid make further such detailed
               proposals for new projects of the type of Project 1, Project 2 or
               Project 3 or a combination thereof as aforesaid. The detailed
15             proposals made pursuant to this Clause in respect of a project are in
               this Agreement called a "Project proposal".
        (2)    Each Project proposal shall address the establishment and operation of
               the project concerned and make provision where appropriate for the
               Company's workforce required to enable the Project Proponents to
20             mine, recover and process iron ore and shall include the location, area,
               lay-out, design, quantities, materials and time programme for the
               commencement and completion of construction or the provision (as
               the case may be) of each of the following matters, if and as they are
               applicable to the project namely -
25                (a)    (i)    the mining and recovery of iron ore and any other
                                minerals necessary for use in the project, including
                                mining crushing screening concentration handling
                                transport and storage of iron ore and plant facilities;
                                and
30                       (ii)   any portion of Area A that the Project Proponents
                                wish to be included in a mining lease to be issued to
                                the Company pursuant to Clause 10 in respect of the
                                project and any existing mining lease or leases or
                                further mining lease or leases or Ancillary Tenement,
35                              or part thereof, the subject of a sublease approved by
                                the Minister under Clause 31 or a sublease or a right

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     Schedule 1      Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



                                 to mine under the Subsidiary agreements, which the
                                 Project Proponents propose to be dedicated to the
                                 project;
                  (b)    the plant or plants comprising the project the subject of the
5                        Project proposal for processing of iron ore and the estimated
                         capital cost of the project;
                  (c)    accommodation and ancillary facilities for the Company's
                         workforce;
                  (d)    temporary accommodation and ancillary facilities for the
10                       construction workforce for the project;
                  (e)    water supply for process and other uses including water
                         intake to and discharge from any desalination plant and
                         process plants;
                  (f)    electricity and gas supply and transmission;
15                (g)    transportation of iron ore concentrates and/or products of iron
                         ore concentrates;
                  (h)    dewatering of slurry and re-use of water;
                   (i)   disposal of waste rock and tailings;
                   (j)   Plant areas and construction lay-down areas;
20                (k)    Common Use Land;
                  (l)    production of final products from iron ore concentrates by
                         pelletising and/or direct reduction and/or steel making and
                         disposal of residues;
               (m)       port development works including wharf, jetty and causeway
25                       works, dredging and dredge spoil disposal and storage and
                         ship loading of the final products;
                  (n)    proposed infrastructure including causeways and corridors for
                         roads, railway (if applicable), pipelines, transmission lines
                         and conveyors;
30                (o)    any other works, services or facilities desired by the Project
                         Proponents;
                  (p)    use of local labour professional services manufacturers
                         suppliers contractors and materials and measures to be taken

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              Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement        Schedule 1



                        with respect to the engagement and training of employees by
                        the Project Proponents and their agents and contractors; and
                  (q)   any leases, licences or other tenures of land in favour of the
                        Company required from the State in respect of the project or
5                       for Common Use Land.
     Order of proposals
        (3)    The proposals constituting a Project proposal may with the approval
               of the Minister or if so required by the Minister shall be submitted
               separately and in any order as to the matter or matters mentioned in
10             one or more of paragraphs (a) to (q) of subclause (2).
     Use of existing infrastructure
        (4)    Each Project proposal may with the consent of the Minister and that
               of any other parties concerned instead of providing for the
               construction of new facilities or equipment or the provision of new
15             services of the kind therein mentioned provide for the use by the
               Project Proponents of any existing facilities equipment or services of
               such kind belonging to the Company or the Project Proponents or,
               upon terms and conditions agreed between the Company or the
               Project Proponents as the case may be and the other parties
20             concerned, of any other existing facilities equipment or services of
               such kind.
     Development of Cape Preston
        (5)    (a) Proposals submitted pursuant to subclause (1) for Plant areas
                     in respect of any area within Area C and Area D or either of
25                   them shall make reasonable provision for future third party
                     use of port facilities as provided for in subclause (3) of
                     Clause 21 by providing for the development of the Plant areas
                     so far as practicable in Area C and providing for access to
                     Cape Preston.
30                (b)   Where it is necessary to develop Plant areas in Area D the
                        Company or the Project Proponents as the case may require
                        shall make allowances for use by others of areas in Area D
                        for industrial purposes and access therefrom to Cape Preston.


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     Schedule 1     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



     Additional submissions
        (6)    At the time when Project Proponents submit each Project proposal
               pursuant to this Clause they shall -
                  (a)   submit to the Minister details of any services (including any
5                       elements of the project investigations design and
                        management) and any works materials plant equipment and
                        supplies that they propose to consider obtaining from or
                        having carried out or permitting to be obtained from or
                        carried out outside Australia together with their reasons
10                      therefor and shall, if required by the Minister, consult with
                        the Minister with respect thereto; and
                  (b)   subject to subclause (7), demonstrate to the Minister's
                        satisfaction -
                          (i)   the availability of finance necessary to carry out and
15                              complete the project the subject of the Project
                                proposal; and
                         (ii)   the readiness of the Project Proponents in all other
                                respects to commence, complete and thereafter
                                operate the project the subject of the Project proposal.
20      (7)    If the Project Proponents notify the Minister at the time they submit a
               Project proposal that they or one or more of them are applying to an
               Export Credit Agency for financial support in connection with the
               project the subject of the Project proposal, the Minister shall proceed
               with consideration of the Project proposal pursuant to Clause 7 and
25             the time for the Project Proponents' compliance with subclause (6)(b)
               shall be extended to a maximum of 18 months from the date of the
               notification of the application to the Minister or the earlier withdrawal
               of the application and, notwithstanding any provision to the contrary
               in this Agreement, until compliance by the Project Proponents with
30             subclause (6)(b) -
                  (a)   any approval by the Minister of the Project proposal may be
                        given subject to such compliance; and




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              Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement           Schedule 1



                  (b)   any requirement upon the State to grant any lease licence or
                        other title in relation to the project the subject of the Project
                        proposal shall be suspended.
        (8)    If the Minister is not satisfied with any details provided pursuant to
5              paragraph (b)(i) or (ii) of subclause (6) (whether under subclause (6)
               or (7)) he shall notify the Project Proponents of this within 30 days of
               receipt by him of those details and shall afford the opportunity to the
               Project Proponents to submit further or different evidence in relation
               thereto for his consideration. The Project Proponents may submit to
10             arbitration under this Agreement the question of the reasonableness of
               the Minister's decision on any evidence submitted pursuant to
               paragraph (b)(i) or (ii) of subclause (6) or this subclause.
     Consideration of proposals
     7. (1)    Subject to the EP Act in respect of each proposal submitted pursuant
15             to Clause 6 the Minister shall -
                  (a)   approve of the proposal without qualification or reservation;
                        or
                  (b)   defer consideration of or decision upon the same until such
                        time as the Project Proponents submit a further proposal or
20                      proposals in respect of some other of the matters mentioned
                        in subclause (2) of Clause 6 not covered by the said proposal;
                        or
                  (c)   require as a condition precedent to the giving of his approval
                        to the said proposal that the Project Proponents make such
25                      alteration thereto or comply with such conditions in respect
                        thereto as he thinks reasonable PROVIDED THAT -
                          (i)   no such alteration or conditions shall require the
                                Project Proponents to grant access to their mineral
                                resources to any third party; and
30                       (ii)   the Minister shall disclose his reasons for such
                                alteration or conditions,
                        PROVIDED ALWAYS that where implementation of any
                        proposals hereunder have been approved pursuant to the EP
                        Act subject to conditions or procedures, any approval or

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     Schedule 1     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



                        decision of the Minister under this Clause shall, if the case so
                        requires, incorporate a requirement that the Project
                        Proponents make such alterations to the proposals as may be
                        necessary to make them accord with those conditions or
5                       procedures.
     Advice of Minister's decision
         (2)   The Minister shall within two months after receipt of proposals
               pursuant to Clause 6 give notice to the Project Proponents of his
               decision in respect to the proposals PROVIDED THAT -
10                (a)   where a proposal is to be assessed under section 40(1)(b) of
                        the EP Act the Minister shall be required to give notice to the
                        Project Proponents of his decision in respect to the proposal
                        within 2 months after the later happening of the receipt of the
                        proposal and the service on him of an authority under
15                      section 45(7) of the EP Act; and
                  (b)   where implementation of a proposal by the State will or may
                        require the State to do any act which affects any native title
                        rights and interests the Minister shall be required to give
                        notice to the Project Proponents of his decision in respect to
20                      the proposal not later than 2 months after the later happening
                        of the receipt of the proposal and the completion of all
                        processes required by laws relating to native title to be
                        undertaken by the State before that act may be done by the
                        State.
25   Consultation with Minister
         (3)   If the decision of the Minister is as mentioned in either of
               paragraphs (b) or (c) of subclause (1) the Minister shall afford the
               Project Proponents full opportunity to consult with him and should
               they so desire to submit new or revised proposals either generally or
30             in respect to some particular matter.
     Minister's decision subject to arbitration
         (4)   If the decision of the Minister is as mentioned in either of
               paragraphs (b) or (c) of subclause (1) and the Project Proponents


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              Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement          Schedule 1



               consider that the decision is unreasonable the Project Proponents
               within two months after receipt of the notice mentioned in
               subclause (2) may elect to refer to arbitration in the manner
               hereinafter provided the question of the reasonableness of the decision
5              PROVIDED THAT any requirement of the Minister pursuant to
               subclause (1) that the Project Proponents shall alter their proposals to
               accord with conditions or procedures the subject of an approval
               pursuant to the EP Act shall not be referable to arbitration hereunder.
     Arbitration award
10      (5)    An award made on an arbitration pursuant to subclause (4) shall have
               force and effect as follows -
                  (a)    if by the award the dispute is decided against the Project
                         Proponents then the Project Proponents shall be deemed to
                         have accepted such award unless within 3 months after
15                       delivery of the award the Project Proponents give notice to
                         the Minister that they do not accept the award. If the Project
                         Proponents give such notice this Agreement shall on the
                         expiration of that period of 3 months cease and determine as
                         regards the project the subject of the Project proposal and, in
20                       relation to the Project proposal, the person or persons who
                         submitted the Project proposal and neither the State nor that
                         person or those persons shall have any claim against the other
                         of them with respect to the Project proposal or the project the
                         subject thereof or any matter or thing arising out of done
25                       performed or omitted to be done or performed under this
                         Agreement in relation thereto; or
                  (b)    if by the award the dispute is decided in favour of the Project
                         Proponents the decision shall take effect as (and be deemed
                         to be) a notice by the Minister that he is so satisfied with and
30                       approves the matter or matters the subject of the arbitration.
     Implementation of proposals
        (6)    In respect of each proposal hereunder the Project Proponents in
               relation thereto shall subject to and in accordance with the EP Act and
               any approvals and licences required under that Act implement the


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     Schedule 1    Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



               approved proposals in respect of the Project in accordance with the
               terms thereof and subject to marketing arrangements and reasonable
               maintenance and operational shut down requirements the Project
               Proponents shall ensure continuous operation of the Project.
5    Effect of non-approval of proposals
        (7)    Notwithstanding any provision of this Agreement or that under this
               Clause any proposals of Project Proponents are approved by the
               Minister or deemed to be approved as a consequence of an arbitration
               award, unless each and every proposal and matter required pursuant to
10             Clause 6 in respect of a project proposal for one project (being a
               project of the type of Project 1, Project 2 or Project 3 or a
               combination thereof as described in the definition of Project in
               Clause 1) is so approved or deemed to be approved by 30 June 2004
               then the Minister may give to the Company and the Co-Proponents
15             12 months notice of intention to determine this Agreement and unless
               before the expiration of the said 12 months period detailed proposals
               in respect of one such project are so approved or deemed to be
               approved this Agreement shall on the expiration of that period cease
               and determine subject however to the provisions of Clause 36.
20   Additional proposals
     8. (1)    If Project Proponents at any time during the continuance of this
               Agreement desire to significantly modify expand or otherwise vary
               their activities carried on pursuant to this Agreement in relation to a
               Project beyond those activities specified in the approved proposals
25             relating to that Project they shall give notice of such desire to the
               Minister and within 2 months thereafter shall submit to the Minister
               detailed proposals in respect of all matters covered by such notice and
               such of the other matters mentioned in paragraphs (a) to (q) of
               subclause (2) of Clause 6 as are applicable to the Project and as the
30             Minister may require.
        (2)    The provisions of Clause 6 and Clause 7 (other than subclauses (5)(a),
               (6) and (7)) shall mutatis mutandis apply to detailed proposals
               submitted pursuant to this Clause with the proviso that the Project
               Proponents may withdraw such proposals at any time before approval


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              Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement       Schedule 1



               thereof or, where any decision of the Minister in respect thereof is
               referred to arbitration, within 3 months after the award by notice to
               the Minister that they shall not be proceeding with the same. The
               Project Proponents shall subject to and in accordance with the EP Act
5              and any approvals and licences required under that Act implement
               approved proposals pursuant to this Clause in accordance with the
               terms thereof.
     Mining tenements - Area A
     9. (1)    As soon as reasonably possible after the commencement date the State
10             shall cause to be granted to the Company an exploration licence in
               respect of all the land previously the subject of exploration licence
               08/643 on the terms and conditions that applied to that licence
               (including endorsement of authority to explore for iron) as modified
               in subclause (2).
15      (2)    During the currency of this Agreement until, in the case of an existing
               mining lease or further mining lease, dedication thereof to one of the
               Projects and, in any other case, surrender of the tenement by the
               Company each of the mining tenements comprising Area A shall,
               subject to compliance by the Company with the terms and conditions
20             applicable thereto (as modified by this Clause), be held under and
               subject to the Mining Act modified as follows -
                  (a)   as regards existing mining leases 08/118 to 08/130, the rents
                        payable in respect thereof during the period from the grant
                        thereof to the date of this Agreement shall be at the rate
25                      applicable to retention licences and during the period from
                        the date of this Agreement to 31 December 2001 shall be at
                        the rate applicable to exploration licences;
                  (b)   as regards all the mining tenements -
                           (i) the Company shall not be required to comply with
30                              any expenditure conditions imposed by or under the
                                Mining Act in regard thereto;
                         (ii)   any assignment, underletting or parting with
                                possession of the mining tenement shall be subject to
                                Clause 31; and


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     Schedule 1     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



                  (c)     (i) in respect of mining leases and any Ancillary
                              Tenements, the Company shall be entitled to a second
                              renewal of the terms thereof for a further period of
                              21 years;
5                        (ii)    in respect of exploration licences, the Company shall
                                 be entitled to annual extensions during the term of
                                 this Agreement and the provisions of section 65 of
                                 the Mining Act shall not apply thereto; and
                         (iii)   on the cessation or determination of this Agreement
10                               any existing mining lease and further mining lease
                                 (not being a mining lease which has been dedicated to
                                 a Project) then within Area A and any Ancillary
                                 Tenement shall continue in force under and subject to
                                 the Mining Act for the balance of its unexpired term
15                               and any exploration licence then within Area A shall
                                 thereupon be deemed to be an exploration licence
                                 granted under the Mining Act on the date of cessation
                                 or determination of this Agreement and the Mining
                                 Act shall apply thereto accordingly.
20      (3)    Any rent paid by the Company in respect of the mining leases referred
               to in paragraph (a) of subclause (2) in excess of the rent required
               pursuant to that paragraph shall be refunded to the Company as soon
               as possible following the commencement date.
     Area B1
25      (4)    As soon as reasonably possible after the commencement date the State
               shall cause to be granted to the Company exploration licences in
               respect of all the land previously the subject of exploration licences
               47/636, 47/637 and 47/638.
        (5)    The exploration licences granted under subclause (4) shall, subject to
30             compliance by the Company with the terms and conditions applicable
               thereto (as modified by this Clause), be held under and subject to the
               Mining Act (with endorsement of authority to explore for iron)
               modified as follows -
                  (a)   the deletion of section 65;


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              Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement         Schedule 1



                  (b)     the term of each exploration licence shall be five years from
                          the date of grant;
                  (c)     the Company shall not be required to comply with any
                          expenditure condition imposed by or under the Mining Act in
5                         regard thereto;
                  (d)     any assignment, underletting or parting with possession
                          thereof shall be subject to Clause 31;
                  (e)     if this Agreement ceases or determines during the term of an
                          exploration licence to which this Clause applies, the
10                        exploration licence shall continue in force under and subject
                          to the Mining Act for the balance of the term then current.
     Area B2
        (6)    The provisions of subclause (5) shall apply to each of the exploration
               licences comprising Area B2 mutatis mutandis and as if the word
15             "five" in paragraph (b) of subclause (5) were deleted and substituted
               by the word "ten".
     Inclusion in Area A
        (7)    If from time to time iron ore in an area within Area B1 or B2 is
               proved up to at least Indicated Mineral Resource status or an area
20             within Area B1 or B2 has been otherwise explored for iron ore to the
               satisfaction of the Minister and the Company holds a mining lease in
               respect of the area, the Company may apply to the Minister for such a
               mining lease to be included in Area A and provided the aggregate area
               of Area A, any Mining Leases granted pursuant to Clause 10 and the
25             area of the mining lease sought to be included in Area A shall not
               exceed 777 square kilometres the Minister will include the portion or
               portions applied for in Area A. The Company may surrender land
               within Area A to reduce the area thereof for the purpose of this
               subclause and the provisions of paragraph (c)(ii) of subclause (8) shall
30             apply mutatis mutandis to any such surrender.
     Withdrawal of tenements
        (8)    (a)      Subject to paragraph (c) of this subclause the Company with the
                        consent of the Minister may from time to time withdraw from

                                                                                page 23
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     Schedule 1     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



                        Area A any mining tenement held by the Company or part
                        thereof within Area A other than a mining lease dedicated to a
                        Project or a mining lease granted pursuant to Clause 10 or
                        surrender such a tenement or part thereof to the State Provided
5                       That the Minister will consent thereto if -
                                (i)   the tenement is not the whole or part of mining leases
                                      08/123 to 08/125; and
                            (ii)      the Company has provided to the Minister a Mineral
                                      Resources report signed by a Competent Person as
10                                    defined in the Reporting Code which confirms that
                                      there will be sufficient Indicated Mineral Resource of
                                      magnetite of appropriate quality and grade remaining
                                      in Area A following the proposed withdrawal of a
                                      tenement or part thereof to provide for the
15                                    establishment and operation for a minimum of
                                      20 years of a project of the type of Project 1 and a
                                      project of the type of Project 2 as contemplated by
                                      this Agreement.
                  (b)     Subject to paragraph (c) of this subclause the Company may
20                        at any time by notice to the Minister elect to withdraw any
                          exploration licence within Area B1 or Area B2 from the Area
                          or may at any time surrender any such exploration licence or
                          part thereof.
                  (c)     (i)         Any withdrawal of a tenement or part thereof pursuant
25                                    to paragraph (a) or (b) of this subclause is subject to
                                      the Company warranting to the State that it has the
                                      consent of all Co-Proponents who have any interest in
                                      the tenement to the withdrawal.
                            (ii)      Any surrender pursuant to paragraph (a) or (b) of this
30                                    subclause is subject to the prior surrender by all
                                      Co-Proponents who have any interest or interests in
                                      the land to be surrendered of those interests.
                  (d)     Any mining tenement withdrawn from an Area pursuant to
                          paragraph (a) or (b) of this subclause shall cease upon such
35                        withdrawal to have the benefit of the rights and privileges
                          conferred by this Agreement, and any modification by this

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               Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement       Schedule 1



                         Agreement of any Act or law in relation thereto shall cease to
                         apply, but otherwise -
                           (i)   any exploration licence within Area A shall
                                 thereupon be deemed to be an exploration licence
5                                granted under the Mining Act on the day of
                                 withdrawal from this Agreement and the Mining Act
                                 shall apply thereto accordingly; and
                          (ii)   all other mining tenements shall continue in force
                                 under and subject to the Mining Act for the balance
10                               of their then current terms.
     Mining leases
     10. (1)    Where approved proposals in respect of a Project provide for the issue
                of a mining lease of a portion of Area A the State, on application by
                the Company not later than 3 months after the proposals have been
15              approved and the Project Proponents have complied with the
                provisions of subclause (6) of Clause 6 shall, on the surrender of the
                land applied for out of the relevant mining tenement then held by the
                Company, cause to be granted to the Company at the rents specified
                from time to time in the Mining Act (subject to subclause (8)) a
20              mining lease for all minerals including iron of the land so applied for
                (notwithstanding that the survey in respect thereof has not been
                completed but subject to such corrections to accord with the survey
                when completed at the Company's expense) each such mining lease to
                be granted under and, except as otherwise provided in this Agreement,
25              subject to the Mining Act but in the form of the Second Schedule to
                this Agreement and subject to such conditions or stipulations
                consistent with the provisions of this Agreement and approved
                proposals as the Minister for Mines with the concurrence of the
                Minister may determine and to be for a period of 21 years
30              commencing from the date of grant thereof with the right during the
                currency of this Agreement to take an automatic extension of the said
                term for two further periods each of 21 years upon the same terms and
                conditions such extensions to apply upon the Company making
                written application for the extension not later than one month before
35              the expiration of the then current term of the mining lease.


                                                                               page 25
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     Schedule 1     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



     Existing and further mining leases
         (2)      (a)   Upon approval of proposals under which an existing mining
                        lease or further mining lease becomes dedicated to a Project
                        the term of that mining lease shall thereupon become for a
5                       term of 21 years commencing from the date of the approval
                        of those proposals with the right during the currency of this
                        Agreement to take an automatic extension of the said term for
                        two further periods each of 21 years upon the same terms and
                        conditions such extensions to apply upon the Company
10                      making written application for the extension not later than
                        one month before the expiration of the then current term of
                        the mining lease.
                  (b)   An existing mining lease or further mining lease or part
                        thereof dedicated to a Project in accordance with approved
15                      proposals shall subject to subclause (6) remain dedicated
                        during the term hereof to the Project to which it was
                        dedicated.
     Exemption from expenditure conditions
        (3)    The State shall ensure that during the currency of this Agreement and
20             subject to compliance with its obligations hereunder the Company
               shall not be required to comply with the expenditure conditions
               imposed by or under the Mining Act in regard to the Mining Leases.
     Reports
        (4)    The Company shall lodge with the Department in respect of all
25             mining tenements within Area A, Area B1 and Area B2 -
                  (a)   such periodical reports (except reports in the form of Form 5
                        of the Mining Regulations 1981 or other reports relating to
                        expenditure) and returns as may be prescribed in respect of
                        mining leases or exploration licences as the case may be
30                      pursuant to the Mining Act;
                  (b)   if requested by the Department but not more frequently than
                        annually, a report on identified mineral resources and/or ore
                        reserves within the said Areas (using the Reporting Code)
                        together with a list of any geological, geochemical,

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              Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement          Schedule 1



                        geophysical, geotechnical and metallurgical activities carried
                        out during the year and, if requested by the Department, will
                        provide details and results of any of those activities in a
                        mineral exploration report, or other technical report, in
5                       accordance with the statutory guidelines on reporting as
                        specified in the Mining Act;
                  (c)   reports on drilling operations and drill holes where the main
                        purpose of the drilling was to discover or define future
                        mineral resources and/or ore resources within the said Areas
10                      and, if requested by the Department, reports on drilling done
                        within blocks of proven ore for the purpose of mine planning.
     Access over Areas A, B1 and B2
        (5)    The Company the Co-Proponents and the Project Proponents shall at
               all times permit the State and third parties with the consent of the
15             State (with or without stock, vehicles and rolling stock) to have access
               to and to pass over Area A, Area B1 and Area B2 (by separate route,
               road or railway) so long as that access and passage does not unduly
               prejudice or interfere with the activities of the Company and Project
               Proponents under this Agreement.
20   Surrender of part of Mining Leases
        (6)    Subject to and in accordance with section 95 of the Mining Act and
               subject to the prior surrender by all Co-Proponents who have any
               interest or interests in the land to be surrendered of those interests the
               Company may in relation to any Project from time to time (with
25             abatement of future rent in respect to the area surrendered but without
               any abatement of rent already paid or any rent which has become due
               and has been paid in advance) surrender to the State all or any portion
               or portions of the Mining Leases.
     Stone sand clay and gravel
30      (7)    The Project Proponents in accordance with approved proposals may
               for the construction of works (and the maintenance thereof) within the
               Mining Leases for the purposes of this Agreement and without



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     Schedule 1      Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



                 payment of royalty, obtain stone sand clay and gravel from the
                 Mining Leases.
     Regulation 28A
        (8)      For the purpose of this Agreement in respect of any Mining Lease
5                regulation 28A of the Mining Regulations 1981 shall be deemed
                 modified -
                   (a)   by deleting "obtained" wherever it occurs and substituting in
                         each place the following -
                         "removed";
10                 (b)   by inserting the following subregulation -
                         "(4)     Where iron ore from a Mining Lease as defined in the
                                  agreement ratified by the Iron Ore Processing
                                  (Mineralogy Pty. Ltd.) Agreement Act [ ] is
                                  concentrated into iron ore concentrates the rate per
15                                tonne under this regulation shall apply to those iron
                                  ore concentrates in lieu of the iron ore from which
                                  they were concentrated.".
     Royalties
     11. (1)     The Company shall during the continuance of this Agreement pay to
20               the State royalty on all minerals (other than iron ore, iron ore
                 concentrates, pellets or DRI shipped solely for testing purposes and in
                 respect of which no purchase price or other consideration is payable
                 or due) obtained from the Mining Leases as follows -
                   (a)   on iron ore concentrates processed under this Agreement
25                       (hereinafter referred to in this Clause as "the input") - royalty
                         assessed on the imputed value of the input calculated in
                         accordance with subclause (2) at the relevant royalty rate
                         minus:
                            (i)   2% - where the input is processed into steel in
30                                Western Australia;
                           (ii)   1% - where the input is processed into DRI but is not
                                  further processed into steel in Western Australia; or


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           Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement         Schedule 1



                      (iii)   0.5% - where the input is processed into pellets but is
                              not further processed under this Agreement into DRI;
               (b)   on other iron ore concentrates and on all other iron ore -
                     royalty as from time to time prescribed under the Mining Act;
5                    and
               (c)   on all other minerals - royalty as from time to time prescribed
                     under the Mining Act.
     (2)       (a)   Unless previously agreed by the Minister and the Company,
                     the imputed value of the input for each financial year
10                   commencing on 1 July, will be the average of the free on
                     board sale prices, converted to Australian currency terms at
                     the exchange rate (as defined in paragraph (d) of this
                     subclause) prevailing on 1 July, of Goldsworthy, Hamersley
                     and Mt Newman high grade fine ore adjusted for Fe content
15                   sold to Japanese steel mills, as agreed by the relevant
                     producers and consumers for the Japanese financial year
                     which commenced on the immediately preceding 1 April and
                     as quoted in the TEX report or a similar trade journal
                     accepted by the Minister and the Company in place thereof.
20             (b)   The imputed value of the input shall be calculated in respect
                     of each financial year by an officer of the Department of the
                     Public Service of the State principally assisting the Minister
                     for Mines in the administration of the Mining Act appointed
                     by the Minister for Mines for the purpose of this subclause
25                   and the Department shall advise the Company of the imputed
                     value as soon as reasonably possible after 1 July.
               (c)   Where for any reason the imputed value cannot be calculated
                     in accordance with this subclause it will be agreed or
                     determined.
30             (d)   The exchange rate referred to in paragraph (a) of this
                     subclause means the relevant mid-rate published by the
                     Reserve Bank of Australia for the relevant 1 July. If the
                     Reserve Bank of Australia ceases to publish the required
                     information an alternative method to calculate conversions to
35                   Australian dollars shall be agreed between the State and the
                     Company.

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     Schedule 1     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



        (3)    The Company shall within twenty eight days after the quarter days the
               last days of March June September and December in each year
               commencing with the quarter day next following the first date on
               which minerals the subject of royalty under subclause (1) are disposed
5              of furnish to the Minister for Mines a return showing separately the
               quantities of input, other iron ore and other minerals the subject of
               royalty under subclause (1) and disposed of during the quarter
               immediately preceding the due date of the return and shall not later
               than one month after such due date pay to the Minister for Mines the
10             royalty payable in accordance with that return in respect of the
               minerals disposed of in that quarter or if the imputed value has not
               then been calculated, agreed or determined pay to the Minister for
               Mines on account of the royalty payable in respect of the input a sum
               calculated on the basis of the imputed value last calculated, agreed or
15             determined and shall from time to time in the next following
               appropriate return and payment make (by return and by cash) all such
               necessary adjustments (and give to the Minister for Mines full details
               thereof) when the imputed value has been calculated or agreed or
               determined.
20      (4)    The Company and the Project Proponents shall -
                  (a)   permit the Minister for Mines or his nominee to inspect at all
                        reasonable times the books of account and records of the
                        Company and the Project Proponents including contracts
                        relative to any shipment or sale of minerals and records of
25                      minerals in stockpile or transit and to take copies of extracts
                        therefrom and for the purpose of determining the royalty
                        payable in respect of any shipment sale transfer or other
                        disposal or processing of minerals hereunder by the Company
                        and the Project Proponents shall take reasonable steps (i) to
30                      provide the Minister for Mines with details and information
                        that may be required by the Minister for Mines for the
                        purpose of calculating, agreeing or determining the imputed
                        value and (ii) to satisfy the State either by certificate of a
                        competent independent party acceptable to the State or
35                      otherwise to the reasonable satisfaction of the Minister for
                        Mines as to all relevant weights and analyses and will give
                        due regard to any objection or representation made by the

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           Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement           Schedule 1



                     Minister for Mines or his nominee as to any particular weight
                     or assay of minerals which may affect the amount of royalty
                     payable hereunder; and
               (b)   as and when required by the Minister for Mines from time to
5                    time install and thereafter maintain in good working order
                     and condition meters for measuring quantities of minerals of
                     such design or designs and at such places as the Minister for
                     Mines may reasonably require.
     (5)       (a)   If any time not less than 5 years after the first royalty return is
10                   submitted under subclause (3), it appears to the Company or
                     the State that the method set out in subclause (2) by which the
                     imputed value is calculated (the "method") does not produce
                     the true and fair market value of the input either of those
                     parties may give notice to the other party to that effect,
15                   setting out the reasons for its belief. After such notice has
                     been given, the Minister and the Company shall consult and
                     endeavour to agree to an alternative method of calculating the
                     imputed value which better represents the true and fair market
                     value of the input (the "alternative method"). If the Minister
20                   and the Company are unable to agree an alternative method
                     within 12 months from the date of the notice, either party
                     may then refer to arbitration under this Agreement the
                     determination of the alternative method and the date from
                     which any alternative method shall apply.
25             (b)   Notwithstanding that a notice may have been given under
                     paragraph (a) the calculation of the imputed value shall
                     continue to be made as provided for in the method until an
                     alternative method is agreed or determined by arbitration.
                     Any alternative method may, under an agreement or
30                   determination by arbitration, apply from the date on which
                     the notice under paragraph (a) was given or from a later date.
               (c)   Where an alternative method is agreed or determined by
                     arbitration, the Company shall in the next return and payment
                     of royalty under subclause (3) make (by return and, if the
35                   case requires, by cash) all necessary adjustments (and give to
                     the Minister for Mines full details thereof). If any refund of


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     Schedule 1     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



                        royalty remains due from the State to the Company after such
                        adjustments have been made, the State shall refund such
                        royalty to the Company within one month of receipt by the
                        Minister for Mines of the royalty return setting out the
5                       adjustments.
        (6)    Where used in this Clause -
                (a) "agreed or determined" means agreed between the
                      Company and the Minister or, failing agreement within three
                      months of the Minister giving notice to the Company that he
10                    requires the value of a quantity of input to be agreed or
                      determined, as determined by the Minister and in agreeing or
                      determining a fair and reasonable market value of such input
                      assessed at an arm's length basis the Company and/or the
                      Minister as the case may be shall have regard to prevailing
15                    markets and prices for high grade fine ore adjusted for Fe
                      content both outside and within the Commonwealth;
                  (b)   "disposed of" means -
                          (i) for iron ore concentrates processed under this
                               Agreement - input into the pellet plant in the case of a
20                             project of the type of Project 1 or input into the DRI
                               plant in the case of a project of the type of Project 2
                               or Project 3;
                         (ii)   for all other iron ore and all other minerals - obtained
                                from a Mining Lease and shipped, sold, transferred or
25                              otherwise disposed of;
                  (c)   "minerals" includes minerals processed or partly processed
                        under this Agreement; and
                  (d)   "relevant royalty rate" means:
                          (i) for the period ending on the quarter date next
30                             following the date 14 years after the commencement
                               date, 5%; and
                         (ii)   for the period after the quarter date next following the
                                date 14 years after the commencement date, the
                                royalty rate from time to time prescribed under the


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                                 Mining Act for magnetite as if the imputed value of
                                 the input was its realized value.
     Use of local labour professional services and materials
     12. (1)    Except as otherwise agreed by the Minister Project Proponents shall,
5               for the purposes of this Agreement -
                   (a)   except in those cases where the Project Proponents can
                         demonstrate it is impracticable so to do, use labour available
                         within Western Australia or if such labour is not available
                         then, except as aforesaid, use labour otherwise available
10                       within Australia;
                   (b)   as far as it is reasonable and economically practicable so to
                         do, use the services of engineers surveyors architects and
                         other professional consultants experts and specialists, project
                         managers, manufacturers, suppliers and contractors resident
15                       and available within Western Australia or if such services are
                         not available within Western Australia then, as far as
                         practicable as aforesaid, use the services of such persons
                         otherwise available within Australia;
                   (c)   during design and when preparing specifications, calling for
20                       tenders and letting contracts for works materials plant
                         equipment and supplies (which shall at all times, except
                         where it is impracticable so to do, use or be based upon
                         Australian Standards and Codes) ensure that suitably
                         qualified Western Australian and Australian suppliers
25                       manufacturers and contractors are given fair and reasonable
                         opportunity to tender or quote;
                   (d)   give proper consideration and where possible preference to
                         Western Australian suppliers manufacturers and contractors
                         when letting contracts or placing orders for works, materials,
30                       plant, equipment and supplies where price quality delivery
                         and service are equal to or better than that obtainable
                         elsewhere or, subject to the foregoing, give that consideration
                         and where possible preference to other Australian suppliers
                         manufacturers and contractors; and



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                  (e)   if notwithstanding the foregoing provisions of this subclause
                        a contract is to be let or an order is to be placed with other
                        than a Western Australian or Australian supplier,
                        manufacturer or contractor, give proper consideration and
5                       where possible preference to tenders arrangements or
                        proposals that include Australian participation.
        (2)    Except as otherwise agreed by the Minister Project Proponents shall
               in every contract entered into with a third party for the supply of
               services labour works materials plant equipment or supplies for the
10             purposes of this Agreement require as a condition thereof that such
               third party shall undertake the same obligations as are referred to in
               subclause (1) and shall report to the Project Proponents concerning
               such third party's implementation of that condition.
        (3)    Project Proponents shall submit a report to the Minister at quarterly
15             intervals from the commencement date to the date of the first
               submission of proposals under Clause 6 and thereafter at monthly
               intervals or such longer period as the Minister determines concerning
               its implementation of the provisions of this Clause together with a
               copy of any report received by the Project Proponents pursuant to
20             subclause (2) during that month or longer period as the case may be
               PROVIDED THAT the Minister may agree that any such reports need
               not be provided in respect of contracts of such kind or value as the
               Minister may from time to time determine.
        (4)    Project Proponents shall keep the Minister informed on a regular basis
25             as determined by the Minister from time to time or otherwise as
               required by the Minister during the currency of this Agreement of any
               services (including any elements of the project investigations design
               and management) and any works materials plant equipment and
               supplies that they may be proposing to obtain from or have carried out
30             or permit to be obtained from or carried out outside Australia together
               with their reasons therefor and shall as and when required by the
               Minister consult with the Minister with respect thereto.




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     Roads
     13. (1)    Project Proponents shall -
                  (a) be responsible for the cost of the construction and
                         maintenance of all private roads which shall be used in their
5                        activities hereunder;
                   (b)   at their own cost erect signposts and take other steps that may
                         be reasonable in the circumstances to prevent any persons and
                         vehicles other than those engaged upon the Project
                         Proponents' activities and their invitees and licensees from
10                       using the private roads; and
                   (c)   at any place where any private roads are constructed by the
                         Project Proponents so as to cross any railways or public roads
                         provide at their cost such reasonable protection and
                         signposting as may be required by the Commissioner of Main
15                       Roads or the Railways Commission as the case may be.
     Maintenance of public roads
        (2)     The State shall maintain or cause to be maintained those public roads
                under the control of the Commissioner of Main Roads or a local
                government which may be used by Project Proponents for the
20              purposes of this Agreement to a standard similar to comparable
                public roads maintained by the Commissioner of Main Roads or a
                local government as the case may be.
     Upgrading of public roads
        (3)     In the event that for or in connection with Project Proponents'
25              activities hereunder the Project Proponents or any person engaged by
                the Project Proponents uses or wishes to use a public road (whether
                referred to in subclause (2) or otherwise) which is inadequate for the
                purpose, or any use by Project Proponents or any person engaged by
                Project Proponents of any public road results in excessive damage to
30              or deterioration thereof (other than fair wear and tear) the Project
                Proponents shall pay to the State or the local government as the case
                may require the whole or an equitable part of the total cost of any
                upgrading required or of making good the damage or deterioration as


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     Schedule 1       Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



                 may be reasonably required by the Commissioner of Main Roads
                 having regard to the use of such public road by others.
     Acquisition of private roads
           (4)   Where a road constructed by the Project Proponents for their own use
5                is subsequently required for public use, the State may, after
                 consultation with the Project Proponents and so long as resumption
                 thereof shall not unduly prejudice or interfere with the activities of the
                 Project Proponents under this Agreement, resume and dedicate such
                 road as a public road. Upon any such resumption the State shall pay
10               to the Project Proponents such amount as is reasonable.
     Electricity
     14.         Project Proponents may in accordance with their approved proposals
                 hereunder and subject to the provisions of the Electricity Act 1945
                 and any other relevant Act -
15                 (a)   install and operate without cost to the State, at an appropriate
                         location or locations equipment of sufficient capacity to
                         generate electricity for their activities on the Mining Leases
                         and at the Plant areas; and
                   (b)   transmit power within and between the Mining Leases and
20                       the Plant areas and for the operations of the Project
                         Proponents' slurry pipeline and for other elements of the
                         Project Proponents' operations as the Minister may approve
                         for the purpose of this Clause subject to the provisions of the
                         Electricity Act 1945 and any other relevant Act.
25   Water - desalination
     15. (1)     The Company and the Co-Proponents propose to provide for their
                 water requirements by desalination of sea water and the State shall not
                 be obliged to provide water or allow access to water from
                 underground or surface water supplies for use in the Projects Provided
30               that this subclause shall not prevent the Water Corporation of Western
                 Australia or any other party where permitted by law from entering
                 into arrangements with Project Proponents for the supply of water.



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           (2)    Project Proponents shall provide at their cost or with finance arranged
                  by them and construct to standards and in accordance with designs
                  approved by the State and operate and maintain in accordance with
                  the relevant approved proposals all necessary valves, distribution
5                 pipelines, reticulation, meters, tanks, equipment and appurtenances
                  necessary to draw transport use reticulate and dispose of water used
                  by them in their operations.
     Water - potable supplies
     16. (1)      Project Proponents shall keep the Minister advised of the volumes of
10                water which they are likely to require from time to time for purposes
                  other than for mining purposes or process-related uses within their
                  Projects and which cannot be obtained by desalination.
           (2)    Subject to availability of water (taking into account inter alia, the need
                  for the State to provide for the long term development of the Pilbara
15                region) and relevant Acts the Water Corporation of Western Australia
                  may enter into arrangements with Project Proponents for the supply of
                  or access to potable water for the purposes mentioned in
                  subclause (1).
     Planning of accommodation
20   17.          Prior to submitting proposals under paragraphs (c) or (d) of
                  subclause (2) of Clause 6 relating to accommodation for the
                  Company's workforce the Project Proponents shall confer with the
                  Minister and the relevant local authorities with a view to ensuring that
                  appropriate planning is being made for housing and accommodation
25                to service the Project having regard to -
                     (a)   the efficient provision of services (including educational,
                           medical and police services) and amenities and facilities by
                           the State and local authorities to communities in the Pilbara;
                     (b)   the welfare and amenity of existing townships; and
30                   (c)   the provision of adequate serviced land for housing the
                           Company's workforce where accommodation is required
                           outside the Mining Leases.



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     Schedule 1     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



     Provision of Mining Lease Accommodation
     18. (1)   Accommodation for the Company's workforce (excluding
               dependants) may be by way of accommodation facilities (but not
               caravans) of a standard not less than that generally used in the mining
5              industry located in defined accommodation areas on the Mining
               Leases. In this Clause and in Clause 19 such accommodation is
               referred to as "Mining Lease Accommodation".
        (2)    Mining Lease Accommodation may include a mess/wet mess,
               amenities blocks and offices for Project Proponents' management
10             personnel.
        (3)    Mining Lease Accommodation shall be provided at the Project
               Proponents' cost by the Project Proponents or a contractor to the
               Project Proponents.
        (4)    Unless otherwise agreed by the Minister all Mining Lease
15             Accommodation shall be removed from the Mining Lease upon the
               Company's workforce ceasing to be accommodated there.
        (5)    Project Proponents may permit only the Company's workforce
               (excluding dependants) and persons visiting the Mining Lease in
               connection with the Project Proponents' mining activities on a short
20             term basis or employed for a specific task of limited duration to stay
               on the Mining Lease.
        (6)    Except where the Minister otherwise agrees in a particular case, no
               dependants shall reside and no pets shall be allowed on a Mining
               Lease.
25      (7)    If and whenever Project Proponents propose -
                  (a)   to substantially add to upgrade replace or relocate Mining
                        Lease Accommodation; or
                  (b)   to construct additional Mining Lease Accommodation in an
                        accommodation area separate from that already established
30             they shall submit to the Minister additional proposals in that regard in
               accordance with Clause 8.



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               Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement       Schedule 1



     Provision of accommodation outside Mining Leases
     19. (1)    Project Proponents may provide at no cost to the State suitable
                accommodation in addition to the Mining Lease Accommodation for
                the Company's workforce (including dependants of the Company's
5               workforce housed in Mining Lease Accommodation) in Karratha
                and/or any other locality not on a Mining Lease as is specified in
                approved proposals.
        (2)     If the Company and the Project Proponents so agree, a Project
                proposal may propose the establishment of a new town outside
10              existing townsites for accommodation of the Company's workforce
                referred to in subclause (1) subject to the following -
                   (a)   only one new town shall be established under this Agreement;
                   (b)   such town shall be designed to cater if so required for all
                         Projects under this Agreement; and
15                 (c)   the Company shall be responsible for the provision of the
                         new town and subclauses (3) to (7) shall apply thereto.
        (3)     The proposed new town shall be in the Pilbara region and, if the
                Minister and the Company are able to agree to a location outside Area
                A, may be at that location or, if the Minister and the Company are not
20              able to agree to a location outside Area A, the proposed new town
                shall be at a location within Area A agreed to by the Minister and the
                Company.
        (4)     The Company shall give the Minister notice of its proposal to
                establish a new town and shall furnish to the Minister with such notice
25              its proposals as to the location of the new town and an outline of its
                other proposals in respect of the establishment of the new town
                (including the matters mentioned in subclause (5)).
        (5)     If the Minister approves the submission of detailed proposals and after
                the Minister and the Company have agreed the location of the new
30              town the Company shall, within 6 months of such approval and
                agreement subject to the provisions of this Agreement, submit to the
                Minister to the fullest extent reasonably practicable its detailed
                proposals with respect to the establishment of the new town which


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     Schedule 1      Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



               proposals shall include plans where practicable and specifications
               where reasonably required by the Minister and shall include the
               location, area, layout, design, quantities, materials and time
               programme for the commencement and completion of construction or
5              the provision (as the case may be) of each of the following matters,
               namely -
                  (a)    housing and township requirements including provision of
                         services;
                  (b)    roads;
10                (c)    water supply;
                  (d)    power supply;
                  (e)    sewerage and drainage;
                  (f)    education police and medical facilities including staff
                         accommodation;
15                (g)    recreational and civic facilities;
                  (h)    air services and facilities;
                   (i)   any leases licences easements or other tenures of land in
                         favour of the Company required from the State.
        (6)    In accordance with proposals made by the Company pursuant to
20             subclause (5) as finally approved or determined the State shall grant
               to the Company for residential professional business commercial and
               industrial purposes and the provision of communal or other facilities
               at the townsite a lease or leases under the provisions of the LA Act on
               terms and conditions to be determined by the Minister for Lands for
25             an area or areas of land in the townsite in accordance with the
               Company's proposals as finally approved. Such lease or leases shall
               be for terms and on other terms and conditions consistent with
               subclause (1) of Clause 20 and shall be at reasonable rentals subject to
               periodic review and shall include a right for the State notwithstanding
30             the provisions of Clause 30 at any time and from time to time to
               exclude from such lease or leases or to resume without compensation
               any part or parts of such land on which no building or structure or any
               substantial improvements have been erected as the State may require
               for public purposes.


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        (7)     If approved proposals relating to a new town require the State to
                provide any services or facilities (including any expanded services or
                facilities the Minister considers are necessary) the State shall provide
                the services or facilities subject to the Company paying the capital
5               cost involved and reasonable charges for maintenance and operation
                (except for operation of educational, medical or police services and
                except where and to the extent that the State otherwise agrees).
     Lands
     20. (1)    On application made by the Project Proponents not later than
10              3 months after all the proposals in respect of a Project have been
                approved or deemed approved, the State shall grant or arrange to have
                the appropriate authority or other interested instrumentality of the
                State grant to the Company in accordance with the approved
                proposals, in respect of Plant areas for a period or periods not
15              exceeding 60 years and in respect of other areas for such periods (but
                so that the longest term that may be granted shall be a term
                co-terminous with the Mining Lease or Mining Leases (including any
                period of extension thereof) granted in respect of or dedicated to the
                Project) as shall be reasonable and otherwise in respect of all grants
20              on such terms and conditions including rentals or other consideration
                and renewal rights as shall be reasonable having regard to the
                requirements of the Company and as are consistent with the terms of
                this Agreement and approved proposals, leases and where applicable
                licences easements and rights of way for all or any of the purposes of
25              the Project including any of the following namely - accommodation
                area, private roads, tailing areas, pipelines, pumping installations and
                reservoirs, power transmission lines, railway, radio and
                communication sites, Plant areas, jetty and borrow pits for stone sand
                clay and gravel PROVIDED HOWEVER THAT each such lease
30              licence easement or right of way shall also be granted subject to
                conditions -
                   (a)   that the lease licence easement or right of way as the case
                         may be shall cease and determine upon the expiration of six
                         month's notice from the grantor thereof to the Company if -
35                         (i)   in relation to any such title issued in respect of a
                                 Project, construction of the facilities proposed under

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     Schedule 1     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



                                the approved proposals which required the grant of
                                the title is not completed in accordance with those
                                approved proposals; or
                         (ii)   in relation to any such title issued in respect of
5                               Common Use Land, construction of the facilities
                                proposed under approved proposals for at least one of
                                the Projects to which the Common Use Land relates
                                is not completed in accordance with those proposals;
                                and
10                (b)   that any such lease licence easement or other title granted
                        pursuant to this Agreement that continues in force in
                        accordance with this Agreement after the expiration or
                        determination of this Agreement shall cease and determine
                        upon the expiration of six months' notice from the grantor
15                      thereof to the Company if the Company or the Project
                        Proponents as the case may be ceases (otherwise than for
                        reasons of force majeure) -
                          (i)   in relation to any such title issued in respect of a
                                Project, to operate the Project in respect of which the
20                              land the subject of such title was granted; or
                         (ii)   in relation to any such title issued in respect of
                                Common Use Land, to use the land the subject of
                                such title for at least one of the Projects to which the
                                Common Use Land relates.
25      (2)    Notwithstanding the provisions of subclause (1) leases licences
               easements or other titles which are the subject of approved proposals
               may be granted in accordance with this Clause before all the
               proposals submitted pursuant to subclause (2) of Clause 6 have been
               approved or determined but each such lease licence easement or other
30             title shall be issued subject to an additional condition that the lease
               licence easement or other title as the case may be shall automatically
               cease and determine (subject to clause 36) -
                  (a)   if this Agreement ceases and determines in respect of the
                        Project to which the lease licence easement or other title
35                      relates before all the said proposals for the Project submitted


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                     pursuant to subclause (2) of Clause 6 have been approved or
                     deemed to be approved; or
               (b)   if all the proposals required under this Agreement for that
                     Project are not approved or deemed to be approved within
5                    12 months after the grant of the first of such titles granted in
                     respect of the Project.
     (3)       (a)   Subject to subclause (5), if a title which ceases and
                     determines pursuant to subclause (1)(a) or (2) was issued in
                     respect of land which at the time of issue of the title was
10                   within exploration licence 08/636 then the Company, within a
                     period of 30 days from the date of cessation and
                     determination of the title, may apply for the land the subject
                     of the title to be granted to it as an exploration licence under
                     the Mining Act but for a period of one year only and the State
15                   upon such application shall grant the Company an exploration
                     licence for a term of one year from the date on which it is
                     granted but otherwise under and subject to the Mining Act.
               (b)   For the period of 30 days referred to in paragraph (a) of this
                     subclause the land the subject of the relevant title shall not be
20                   disposed by the State to any person other than the Company
                     nor shall such land be available during that period for
                     application as a mining tenement except by the Company
                     pursuant to that paragraph.
     (4)       (a)   Subject to paragraph (b) of this subclause, for a period of
25                   12 months after a termination of a title pursuant to
                     paragraph (a) of subclause (1) the land the subject of such
                     title shall not be disposed of to any party by the State except
                     in accordance with a proposal approved or deemed to be
                     approved under this Agreement nor shall such land be
30                   available for application as a mining tenement during that
                     period by any person other than the Company.
               (b)   The provisions of paragraph (a) of this subclause shall not
                     apply to any land granted as an exploration licence pursuant
                     to subclause (3).




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         (5)    Unless otherwise approved by the Minister, the provisions of
                subclause (3) shall only apply to one Project and the titles issued in
                respect of that one Project.
     Modification of LA Act
5        (6)    For the purpose of this Agreement in respect of any land leased to the
                Company by the State -
                  (a)     an application for land made by the Company under
                          subclause (1) shall take priority over any other application
                          made for that land under the LA Act;
10                (b)     it shall not be a prerequisite to the validity of any transfer,
                          mortgage or sublease permitted under this Agreement of any
                          lease or licence that the approval to the transfer, mortgage or
                          sublease of the Minister for Lands or of an officer of the
                          department of the State government assisting him in the
15                        administration of the LA Act be obtained.
                The provisions of this subclause shall prevail over the provisions of
                the LA Act.
                The provisions of this subclause shall not operate so as to prejudice
                the rights of the State to determine any lease licence or other right or
20              title in accordance with the other provisions of this Agreement.
     Modification of AH Act
         (7)    For the purpose of this Agreement, the Company in relation to any
                land the subject of approved proposals or proposed as land to be
                granted in accordance with proposals under this Agreement shall be
25              deemed to be within the expression "the owner of any land" for the
                purposes of section 18 of the Aboriginal Heritage Act 1972.
     Port facilities
     21. (1)    The Company shall develop port facilities for the Projects in
                accordance with approved proposals and shall construct a wharf and
30              carry out all necessary dredging of approach channels, swinging
                basins and berth at the wharf and provide all necessary buoys,



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                beacons, markers, navigational aids, lighting equipment and services
                and facilities required in connection therewith.
         (2)    All shiploading and shipping facilities shall be subject to and shall be
                constructed, operated and maintained in accordance with relevant
5               legislation.
     Use of shipping facilities
         (3)    The Company and the Project Proponents shall subject to and in
                accordance with by-laws (which shall include provision for
                reasonable charges) from time to time to be made and altered as
10              provided in subclause (4) and subject thereto, or if no such by-laws
                are made or in force then upon reasonable terms and at reasonable
                charges (having regard to the cost thereof to the Company or the
                Project Proponents as the case may be) allow the State and third
                parties to use any wharf and port installations wharf machinery and
15              equipment and wharf and port services and facilities constructed or
                provided by the Company and the Project Proponents or either of
                them PROVIDED THAT such use shall not unduly prejudice or
                interfere with the Company's or the Project Proponents' operations
                hereunder and that the mechanics of such use shall be subject to the
20              prior approval of the Company or the Project Proponents as the case
                may require.
     By-laws
         (4)    The Minister may upon recommendation by the Company or Project
                Proponents make alter and repeal by-laws for the purpose of enabling
25              the Company and the Project Proponents to fulfil their obligations
                under subclause (3) upon terms and subject to conditions (including
                terms and conditions as to user charging and limitation of the liability
                of the Company or the Project Proponents) as set out in such by-laws
                consistent with the provisions hereof. Should the Minister at any time
30              consider that any by-law made hereunder has as a result of altered
                circumstances become unreasonable or inapplicable then the
                Company or Project Proponents as the case may require shall
                recommend such alteration or repeal thereof as the Minister may
                reasonably require or (in the event of there being any dispute as to the


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     Schedule 1    Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



               reasonableness of such requirement) as may be decided by arbitration
               hereunder.
     Railway
     22. (1)   If an approved proposal provides for a railway, the railway shall be
5              constructed and operated by the Company and subclauses (2) to (4)
               shall apply thereto.
     Construction of Railway
        (2)    Subject to the State having assured to the Company all necessary
               rights in or over Crown lands available for the purpose the Company
10             shall in a proper and workmanlike manner and in accordance with
               recognised standards for railways of a similar nature operating under
               similar conditions construct along the route specified in the approved
               proposals (but subject to the provisions of the Public Works Act 1902
               to the extent that they are applicable and any conditions applicable
15             from time to time under any other Acts) the railway line (of standard
               gauge, 1.4351 metres) specified in the approved proposals and shall
               also construct inter alia any necessary deviations, loops, spurs,
               sidings, crossings, points, bridges signalling switches and other works
               and appurtenances and provide for crossing places and (where
20             appropriate and required by the Minister) grade separation or other
               protective devices including flashing lights and boom gates at places
               where the specified railway crosses or intersects with major roads or
               existing railways (all of which together with the specified railway line
               being hereinafter referred to as "the said railway") and shall operate
25             the said railway with sufficient and adequate locomotives freight cars
               and other railway stock and equipment for the purposes of Project
               Proponents' activities under this Agreement.
     Operation of railway
        (3)    The Company shall during the continuance of this Agreement operate
30             and maintain the said railway in a safe and proper manner and subject
               to and in accordance with the Rail Safety Act 1998 and other relevant
               statutory provisions and shall provide crossings for livestock and also
               for any roads and other railways which now exist and where it can do
               so without unduly prejudicing or interfering with Project Proponents'

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               activities hereunder the Company shall allow such crossings for roads
               and railways which may be constructed for future needs and which
               may be required to cross the said railway.
     Third parties iron ore
5       (4)    The Company shall if and when required carry iron ore and iron ore
               products of third parties (being iron ore or iron ore products obtained
               from outside the Mining Leases) over the said railway in accordance
               with arrangements (including provision for payment of charges by
               such third parties) to be entered into for the purpose of this subclause
10             between the Company and the State such arrangements unless the
               parties hereto otherwise agree to be similar in all material respects
               with any other arrangements for the carriage of iron ore products of
               third parties made pursuant to any other agreement with the State
               relating to the mining of iron ore PROVIDED THAT the carriage of
15             third party's iron ore or iron ore products shall not unduly prejudice or
               interfere with Project Proponents' activities hereunder and shall be
               subject to the prior approval of the Company.
     Passengers and freight
        (5)    Where the Company can do so without materially prejudicing or
20             interfering with its operations hereunder and subject to the payment to
               it of the charges prescribed by and for the time being payable under
               any by-laws made by the Company in respect of the transporting of
               passengers and the carriage of freight over the said railway and
               subject to the due compliance with the other requirements and
25             conditions prescribed by such by-laws (or should there be no such
               by-laws for the time being in force then subject to the payment of
               such charges and the due compliance with such requirements and
               conditions as in either case shall be reasonable having regard to the
               cost to the Company of the construction and operation of the said
30             railway) the Company shall if and when reasonably required so to do
               transport passengers and carry the freight of the State and third parties
               (other than iron ore or iron ore products of third parties) over the said
               railway but in relation to its use of the said railway the Company
               shall not be deemed to be a common carrier at law or otherwise.



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     Training levy exemption
     23.       The provisions of the Building and Construction Industry Training
               Levy Act 1990 and the Building and Construction Industry Training
               Fund and Levy Collection Act 1990 shall have no application to
5              Project Proponents when acting pursuant to and in accordance with
               the provisions of this Agreement.
     Zoning
     24.       The State shall ensure after consultation with the relevant local
               government that the Mining Leases, any Ancillary Tenements and any
10             lands the subject of any lease licence or easement granted to the
               Company under this Agreement shall be and remain zoned for use or
               otherwise protected during the currency of this Agreement so that the
               activities of the Project Proponents hereunder may be undertaken and
               carried out thereon without any interference or interruption by the
15             State or by any State agency or instrumentality or by any local
               government on the ground that such activities are contrary to any
               zoning by-law regulation or order.
     Rating
     25. (1)   The State shall ensure that notwithstanding the provisions of any Act
20             or anything done or purported to be done under any Act the valuation
               of all lands within Area A, Area B1 and Area B2 from time to time
               the subject of this Agreement (except any accommodation area and
               any other parts of the lands the subject of this Agreement on which
               accommodation units or housing for the Company's workforce is
25             erected or which is occupied in connection with such accommodation
               units or housing 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 a Project carried out by Project
               Proponents pursuant to approved proposals) shall for rating purposes
30             under the Local Government Act 1995, be deemed to be on the
               unimproved value thereof and no such lands shall be subject to any
               discriminatory rate and further as regards the Mining Leases
               hereunder that the unimproved value thereof shall subject to



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                 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement       Schedule 1



                  subclause (2) be calculated on the basis that they are mining leases
                  under the Mining Act.
           (2)    Where more than one Mining Lease is dedicated to or granted in
                  respect of a Project, those Mining Leases shall be treated for the
5                 purpose of calculation of the unimproved value thereof for rating
                  purposes as if they constituted one mining tenement held pursuant to
                  an agreement made with the Crown in right of the State and scheduled
                  to an Act approving the agreement.
     No discriminatory rates
10   26.          Except as provided in this Agreement the State shall not impose, nor
                  shall it permit or authorise any of its agencies or instrumentalities or
                  any local or other authority of the State to impose discriminatory
                  taxes rates or charges of any nature whatsoever on or in respect of the
                  titles property or other assets products materials or services used or
15                produced by or through the activities of Project Proponents in the
                  conduct of their business hereunder nor will the State take or permit to
                  be taken by any such State authority any other discriminatory action
                  which would deprive Project Proponents of full enjoyment of the
                  rights granted and intended to be granted under this Agreement.
20   Resumption for the purposes of this Agreement
     27. (1)      The State is hereby empowered, as and for a public work under
                  Parts 9 and 10 of the LA Act and the Public Works Act 1902, to take
                  for the purposes of this Agreement any land which in the opinion of
                  the Project Proponents is necessary for a Project and which the
25                Minister determines is appropriate to be taken for the Project (except
                  any land the taking of which would be contrary to the provisions of a
                  Government Agreement entered into before the submission of the
                  proposals relating to the proposed taking) and notwithstanding any
                  other provisions of those Acts may lease or otherwise dispose of that
30                land to the Company.




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        (2)    In applying Parts 9 and 10 of the LA Act and the Public Works
               Act 1902 for the purposes of this Clause -
                  (a)   "land" in those Acts includes a legal or equitable estate or
                        interest in land;
5                 (b)   sections 170, 171, 172, 173, 174, 175 and 184 of the LA Act
                        do not apply; and
                  (c)   the LA Act shall be deemed modified in section 177(2) by
                        inserting -
                          (i)   after "railway" the following -
10                              "or land is being taken pursuant to a Government
                                agreement as defined in section 2 of the Government
                                Agreements Act 1979"; and
                         (ii)   after "that Act" the following -
                                "or that Agreement as the case may be".
15      (3)    The Company shall pay to the State on demand the costs of or
               incidental to any land resumed at the request of and on behalf of the
               Company or Project Proponents including but not limited to any
               compensation payable to any holder of native title or of native title
               rights and interests in the land.
20   Co-Proponents' interests
     28. (1)   The provisions of this Agreement shall take effect notwithstanding the
               provisions of the Subsidiary agreements.
        (2)    The Company and the Co-Proponents hereby agree with the State that
               the Subsidiary agreements and any tenures licences titles authorities
25             and other permissions now or hereafter granted to them or any of
               them under those agreements or any of them shall be subject to the
               provisions of this Agreement except that, without affecting the
               provisions of subclause (2) of Clause 31, the consent of the Minister
               under subclause (1) of Clause 31 shall not be required in respect of
30             the matters effected by the Subsidiary agreements as advised to the
               State before the date hereof that would otherwise have required that
               consent and the Company and the Co-Proponents further agree with
               the State that the State may deal with the Company pursuant to this

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                  Agreement without regard to the provisions of the Subsidiary
                  agreements.
     Infrastructure and lands
     29.          Where any proposals submitted under this Agreement provide for the
5                 provision by the Company to Project Proponents of any works plant
                  or facilities or the use thereof or access to or use of any lands granted
                  to the Company hereunder or existing mining leases or further mining
                  leases, the Company shall warrant to the State at the time of
                  submission of those proposals that agreement has been reached
10                between the Company and the Project Proponents in relation thereto
                  for the purpose of the implementation of those proposals by the
                  Project Proponents.
     No resumption
     30. (1)      The State shall not during the currency of this Agreement without the
15                consent of the Company resume nor suffer nor permit to be resumed
                  by any State instrumentality or by any local or other authority of the
                  State any of the works installations plant equipment or other property
                  for the time being belonging to the Company and the subject of or
                  used for the purpose of this Agreement or any of the works on the
20                lands which are the subject of any lease or licence granted to the
                  Company in terms of this Agreement or which are otherwise the
                  subject of this Agreement and which in either case retain the benefit
                  of the rights and privileges conferred by this Agreement or any works
                  installations plant equipment or other property on such lands and
25                belonging to a contractor to the Company and being used in Project
                  Proponents' activities under this Agreement.
           (2)       (a)   Except as regards the land referred to in paragraph (b) of this
                           subclause, the State shall not without the consent of the
                           Company (which consent shall not be unreasonably withheld)
30                         create or grant or permit or suffer to be created or granted by
                           any instrumentality or authority of the State referred to in
                           subclause (1) any road right-of-way or easement of any
                           nature or kind whatsoever over or in respect of any lands
                           referred to in subclause (1) which may unduly prejudice or


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     Schedule 1     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



                        interfere with Project Proponents' activities under this
                        Agreement.
                  (b)   The State may create or grant or permit or suffer to be created
                        or granted any road right of way or easement referred to in
5                       paragraph (a) of this subclause within Area D provided the
                        same does not directly affect any of the works installations
                        plant equipment or other property of Project Proponents or a
                        contractor to Project Proponents referred to in subclause (1).
     Assignment
10   31. (1)   Subject to the provisions of this Clause the Company or a
               Co-Proponent (whether in that capacity or as a Project Proponent)
               may at any time assign mortgage charge sublet or dispose of to any
               person with the consent of the Minister, which consent may be
               conditioned on the provision of a guarantee satisfactory to the
15             Minister, the whole or any part of its rights hereunder or under a
               Subsidiary agreement (including its rights to or as the holder of a
               Mining Lease or any other lease licence easement or other title) and
               the mining tenements within Area A, Area B1 and Area B2 not the
               subject of a Mining Lease and of its obligations hereunder subject
20             however in the case of an assignment subletting or disposition to the
               assignee sublessee or disponee (as the case may be) executing in
               favour of the State (unless the Minister otherwise determines) a deed
               of covenant in a form to be approved by the Minister to comply with
               observe and perform the provisions hereof on the part of the Company
25             or the Co-Proponent as the case may be to be complied with observed
               or performed in regard to the matter or matters the subject of such
               assignment subletting or disposition.
        (2)    Notwithstanding anything contained in or anything done under or
               pursuant to subclause (1) the Company and the Co-Proponents shall at
30             all times during the currency of this Agreement be and remain liable
               for the due and punctual performance and observance of all the
               covenants and agreements on their parts contained in this Agreement
               and in any lease licence easement grant or other title the subject of an
               assignment mortgage subletting or disposition under subclause (1)
35             PROVIDED THAT the Minister may agree to release the Company or


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               Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement          Schedule 1



                 a Co-Proponent as the case may be from such liability where the
                 Minister considers such release will not be contrary to the interests of
                 the State.
        (3)      Notwithstanding the provisions of the Mining Act, the Transfer of
5                Land Act 1893 and the LA Act, insofar as the same or any of them
                 may apply -
                   (a)   no assignment mortgage charge sublease or disposition made
                         or given pursuant to this Clause of or over any lease licence
                         easement or other title granted under or pursuant to this
10                       Agreement by the Company or any assignee sublessee or
                         disponee who has executed and is for the time being bound
                         by deed of covenant made pursuant to this Clause; and
                   (b)   no transfer assignment mortgage or sublease made or given in
                         exercise of any power contained in any such mortgage or
15                       charge
                 shall require any approval or consent other than such consent as may
                 be necessary under this Clause and no equitable mortgage or charge
                 shall be rendered ineffectual by the absence of any approval or
                 consent (otherwise than as required by this Clause) or because the
20               same is not registered under the provisions of the Mining Act.
     Variation
     32. (1)     The parties to this Agreement may from time to time by agreement in
                 writing add to substitute for cancel or vary all or any of the provisions
                 of this Agreement or of any lease licence easement or other title
25               granted under or pursuant to this Agreement for the purpose of more
                 efficiently or satisfactorily implementing or facilitating any of the
                 objects of this Agreement.
        (2)      The Minister shall cause any agreement made pursuant to
                 subclause (1) in respect of any addition substitution cancellation or
30               variation of the provisions of this Agreement to be laid on the Table
                 of each House of Parliament within 12 sitting days next following its
                 execution.




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     Schedule 1      Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



           (3)   Either House may, within 12 sitting days of that House after the
                 agreement has been laid before it pass a resolution disallowing the
                 agreement, but if after the last day on which the agreement might
                 have been disallowed neither House has passed such a resolution the
5                agreement shall have effect from and after that last day.
     Force majeure
     33. (1)     The obligations of a party under this Agreement shall be suspended
                 while that party is prevented or delayed from complying with those
                 obligations by an event or circumstance of the kind described below.
10         (2)   The events and circumstances referred to in subclause (1) are those
                 beyond the power and control of the party responsible for the
                 performance of those obligations including without limiting the
                 generality of the foregoing delays or any such temporary suspension
                 as aforesaid caused by or arising from act of God force majeure
15               earthquakes floods storms tempest washaways fire (unless caused by
                 the actual fault or privity of the party responsible for such
                 performance) act of war act of public enemies riots civil commotions
                 strikes lockouts stoppages restraint of labour or other similar acts
                 (whether partial or general) acts or omissions of the Commonwealth
20               shortages of labour or essential materials reasonable failure to secure
                 contractors delays of contractors and inability to sell processing plant
                 product profitably or factors due to overall world economic conditions
                 or factors due to action taken by or on behalf of any government or
                 governmental authority (other than the State or any authority of the
25               State) or factors that could not reasonably have been foreseen.
           (3)   The party whose performance of obligations is affected by any of the
                 said events or circumstances shall promptly give notice to the other
                 party of the event or events and shall use its best endeavours to
                 minimise the effects of such causes as soon as possible after the
30               occurrence.
     Power to extend periods
     34.         Notwithstanding any provision of this Agreement the Minister may at
                 the request of the Company or in respect of matters relating to
                 approved proposals at the request of the relevant Project Proponents

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                from time to time extend or further extend any period or vary or
                further vary any date referred to in this Agreement or in any
                approved proposal for such period or to such later date as the
                Minister thinks fit whether or not the period to be extended has
5               expired or the date to be varied has passed.
     Determination of Agreement
     35. (1)    In any of the following events namely if -
                    (a) (i)      the Company makes or any Project Proponents make
                                 default which the State considers material in the due
10                               performance or observance of any of its or their
                                 covenants or obligations in this Agreement or in a
                                 Mining Lease an existing or further mining lease an
                                 Ancillary Tenement or any of the exploration licences
                                 or any other lease licence easement or other title or
15                               document granted or assigned under this Agreement
                                 on its or their part to be performed or observed; or
                          (ii)   the Company abandons or repudiates or any Project
                                 Proponents abandon or repudiate this Agreement or
                                 its or their activities under this Agreement
20              and such default is not remedied or such activities resumed within a
                period of 6 months after notice is given by the State as provided in
                subclause (2) or, if the default or abandonment is referred to
                arbitration, then within the period mentioned in subclause (3); or
                   (b)   the Company goes or any Project Proponents go into
25                       liquidation (other than a voluntary liquidation for the purpose
                         of reconstruction) and unless within 6 months from the date
                         of such liquidation the interest of the Company or the Project
                         Proponents is assigned to an assignee approved by the
                         Minister under Clause 31 or to a mortgagee or chargee in
30                       possession pursuant to a mortgage or charge approved by the
                         Minister under Clause 31
                the State may by notice to the Company the Co-Proponents and the
                Project Proponents determine this Agreement or if more than one
                Project is the subject of this Agreement and the default is in respect of


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     Schedule 1     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



               one Project only or the liquidation affects only one Project determine
               this Agreement to the extent that it relates to that Project.
        (2)    The notice to be given by the State in terms of paragraph (a) of
               subclause (1) shall specify the nature of the default or other ground so
5              entitling the State to exercise such right of determination and where
               appropriate and known to the State the party or parties responsible
               therefor and shall be given to the Company the Co-Proponents and the
               Project Proponents and all such assignees mortgagees chargees and
               disponees for the time being of the Company's the Co-Proponents'
10             and the Project Proponents' rights under this Agreement to or in
               favour of whom or by whom an assignment mortgage charge or
               disposition has been effected in terms of Clause 31 whose name and
               address for service of notice has previously been notified to the State
               by the Company a Co-Proponent any Project Proponents or any such
15             assignee mortgagee chargee or disponee.
         (3)      (a)   If the Company contests or any Project Proponents contest
                        the alleged default abandonment or repudiation referred to in
                        paragraph (a) of subclause (1) it shall within 60 days after
                        notice given by the State as provided in subclause (2) refer
20                      the matter in dispute to arbitration.
                  (b)   If the question is decided against the Company or the Project
                        Proponent, the Company or the Project Proponent as the case
                        may be shall comply with the arbitration award within a
                        reasonable time to be fixed by that award PROVIDED THAT
25                      if the arbitrator finds that there was a bona fide dispute and
                        that it was not dilatory in pursuing the arbitration, the time for
                        compliance with the arbitration award shall not be less than
                        90 days from the date of such award.
        (4)    If the default referred to in paragraph (a) of subclause (1) shall not
30             have been remedied after receipt of the notice referred to in that
               subclause or within the time fixed by the arbitration award as
               aforesaid the State instead of determining this Agreement as aforesaid
               because of such default may itself remedy such default or cause the
               same to be remedied (for which purpose the State by agents workmen
35             or otherwise shall have full power to enter upon lands occupied by the
               Company or Project Proponents and to make use of all plant

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                machinery equipment and installations thereon) and the actual costs
                and expenses incurred by the State in remedying or causing to be
                remedied such default shall be a debt payable by the Company or
                Project Proponents as the case may be to the State on demand.
5    Effect of determination or cessation of Agreement
     36. (1)    On the determination or cessation of this Agreement at a time when
                there is no project which is the subject of approved proposals or when
                there is only one Project or, if there is then more than one Project, if
                this Agreement determines or ceases in respect of all the Projects -
10                 (a)   (i)    except as otherwise agreed by the Minister the rights of
                                the Company the Co-Proponents and the Project
                                Proponents to in or under this Agreement shall
                                thereupon cease and determine but without prejudice to
                                the liability of any of the parties hereto in respect of any
15                              antecedent breach or default under this Agreement or in
                                respect of any indemnity given under this Agreement;
                         (ii)   each of the Company the Co-Proponents and the Project
                                Proponents shall forthwith pay to the State all moneys
                                which may then have become payable or accrued due;
20                       (iii) save as aforesaid and as otherwise provided in this
                               Agreement none of the parties shall have any claim
                               against the others of them with respect to any matter or
                               thing in or arising out of this Agreement; and
                   (b)   the benefit of the rights and privileges conferred by this
25                       Agreement, and any modification by this Agreement of any
                         Act or law shall cease to apply, but otherwise any leases
                         licences easements or other titles benefiting therefrom and
                         then in force shall continue in force under and subject to the
                         Act or Acts pursuant to which they were granted (other than
30                       the Act that ratifies this Agreement) and subject to any
                         conditions included therein in accordance with subclause (1)
                         of Clause 20 for the balance of their respective unexpired
                         terms and any extensions thereto that may be granted
                         pursuant to any relevant Act.



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     Schedule 1     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



        (2)    On the determination or cessation of this Agreement in relation to a
               Project when there is more than one Project then the subject of this
               Agreement -
                  (a)   (i)     except as otherwise agreed by the Minister the rights of
5                               Project Proponents in relation to the Project and their
                                assigns to in or under this Agreement relating to the
                                Project shall thereupon cease and determine but without
                                prejudice to the liability of those parties in respect of
                                any antecedent breach or default under this Agreement
10                              relating to the Project or in respect of any indemnity
                                given under this Agreement relating to the Project;
                        (ii)    Project Proponents or their assigns shall forthwith pay
                                to the State all moneys which may then have become
                                payable or accrued due and which relate to the Project;
15                      (iii)   save as aforesaid and as otherwise provided in this
                                Agreement neither of the State and the Project
                                Proponents and their assigns shall have any claim
                                against the other of them with respect to any matter or
                                thing in or arising out of the Agreement relating to the
20                              Project; and
                  (b)   the benefit of the rights and privileges conferred by this
                        Agreement, and any modification by this Agreement of any
                        Act or law in relation to the Project shall cease to apply, in
                        respect of the Project (other than to leases licences easements
25                      or other titles in respect of Common Use Land if that
                        Common Use Land is then being used by another Project) but
                        otherwise any leases licences easements or other titles in
                        respect of the Project shall continue in force under and
                        subject to the Act or Acts pursuant to which they were
30                      granted (other than the Act that ratifies this Agreement) and
                        subject to any conditions included therein in accordance with
                        subclause (1) of Clause 20 for the balance of their respective
                        unexpired terms and any extensions thereto that may be
                        granted pursuant to any relevant Act.




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     Commonwealth law and EP Act
     37. (1)      Nothing in this Agreement shall exempt or shall be construed to
                  exempt the State or any other party from compliance with, or
                  empower or oblige the State or any other party to do anything
5                 (whether in accordance with this Agreement or otherwise including,
                  in the case of the State, the grant of any mining tenements leases
                  licences or other titles or any extensions of the terms thereof under
                  this Agreement or any deeming provisions of this Agreement relating
                  to mining tenements), contrary to or in breach of any law of the
10                Commonwealth binding on the State or any other party as the case
                  may be or any obligation or requirement imposed on the State or any
                  other party as the case may be pursuant to any law of the
                  Commonwealth nor shall any purported modification of any Act or
                  law of the State pursuant to this Agreement contrary to any law of the
15                Commonwealth have effect.
           (2)    Nothing in this Agreement shall be construed to exempt the Company
                  the Co-Proponents or Project Proponents from compliance with any
                  requirement in connection with the protection of the environment
                  arising out of or incidental to their activities under this Agreement
20                that may be made pursuant to the EP Act.
     Indemnity
     38.          The Company the Co-Proponents and Project Proponents shall
                  indemnify and keep indemnified the State and its servants agents and
                  contractors in respect of all actions suits claims demands or costs of
25                third parties arising out of or in connection with any work carried out
                  by or on behalf of them respectively pursuant to this Agreement or
                  relating to their activities hereunder or arising out of or in connection
                  with the construction maintenance or use by the Company the
                  Co-Proponents and the Project Proponents or their servants agents
30                contractors or assignees of works or services the subject of this
                  Agreement or the plant apparatus or equipment installed in connection
                  therewith PROVIDED THAT subject to the provisions of any other
                  relevant Act such indemnity shall not apply in circumstances where
                  the State, its servants, agents, or contractors are negligent in carrying
35                out work for Project Proponents pursuant to this Agreement.


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     Commonwealth licences and consents
     39. (1)     The Company the Co-Proponents and Project Proponents shall from
                 time to time make application to the Commonwealth or to the
                 Commonwealth constituted agency, authority or instrumentality
5                concerned for the grant to it of any licence or consent under the laws
                 of the Commonwealth necessary to enable or permit any of them to
                 enter into this Agreement and to perform any of their obligations
                 hereunder.
           (2)   On request by the Company or the Co-Proponents the State shall
10               make representations to the Commonwealth or to the Commonwealth
                 constituted agency authority or instrumentality concerned for the
                 grant to the Company or the Co-Proponents of any licence or consent
                 mentioned in subclause (1).
     Subcontracting
15   40.         The State shall ensure that without affecting the liabilities of the
                 parties under this Agreement any of the parties shall have the right
                 from time to time to entrust to third parties the carrying out of any
                 portions of the activities which it is authorised or obliged to carry out
                 hereunder.
20   Stamp duty exemption
     41. (1)     The State shall exempt the following instruments from any stamp duty
                 which but for the operation of this Clause would or might be assessed
                 and chargeable on them-
                   (a)   this Agreement;
25                 (b)   a transfer dated the date hereof from Bexfan Pty. Ltd. ACN
                         058 226 234 to the Company of exploration licence 08/691;
                   (c)   any instrument executed by the State pursuant to this
                         Agreement granting to or in favour of the Company or any
                         permitted assignee any tenement lease licence easement or
30                       other right or rights; and
                   (d)   any assignment sublease or disposition (other than by way of
                         mortgage or charge) by Mineralogy Pty Ltd or a


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               Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement         Schedule 1



                         wholly-owned subsidiary of Mineralogy Pty Ltd made in
                         conformity with the provisions of subclause (1) of Clause 31
                PROVIDED THAT this subclause shall not apply to any instrument
                or other document executed or made after the expiration of three years
5               after the commencement date.
        (2)     If prior to the commencement date stamp duty has been assessed and
                paid on any instrument or other document or transaction referred to in
                subclause (1) the State shall on demand after the commencement date
                refund any stamp duty paid on any such instrument or other document
10              or transaction to the person who paid the same.
     Arbitration
     42. (1)    Any dispute or difference between the parties arising out of or in
                connection with this Agreement the construction of this Agreement or
                as to the rights duties or liabilities of the parties or any of them under
15              this Agreement or as to any matter to be agreed upon between the
                parties under this Agreement shall in default of agreement between
                the parties and in the absence of any provision in this Agreement to
                the contrary be referred to and settled by arbitration under the
                provisions of the Commercial Arbitration Act 1985 and
20              notwithstanding section 20(1) of that Act each party may be
                represented before the arbitrator by a duly qualified legal practitioner
                or other representative.
        (2)     Except where otherwise provided in this Agreement, the provisions of
                this Clause shall not apply to any case where the State the Minister or
25              any other Minister in the Government of the State is by this
                Agreement given either expressly or impliedly a discretionary power.
        (3)     The arbitrator of any submission to arbitration under this Agreement
                is hereby empowered upon the application of any of the parties to
                grant in the name of the Minister any interim extension of any period
30              or variation of any date referred to herein which having regard to the
                circumstances may reasonably be required in order to preserve the
                rights of that party or of the parties under this Agreement and an
                award may in the name of the Minister grant any further extension or
                variation for that purpose.

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     Schedule 1       Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



     Consultation
     43.         The Company, the Co-Proponents and Project Proponents shall during
                 the currency of this Agreement consult with and keep the State fully
                 informed on a confidential basis concerning any action that the
5                Company, any Co-Proponents and Project Proponents propose to take
                 with any third party (including the Commonwealth or any
                 Commonwealth constituted agency authority instrumentality or other
                 body) which might significantly affect the overall interest of the State
                 under this Agreement.
10   Notices
     44.         Any notice consent or other writing authorised or required by this
                 Agreement to be given or sent shall be deemed to have been duly
                 given or sent by the State if signed by the Minister or by any senior
                 officer of the Public Service of Western Australia acting by the
15               direction of the Minister and forwarded by prepaid post or handed to
                 the Company the Co-Proponents and any Project Proponents at their
                 respective address hereinbefore set forth or other address in Western
                 Australia nominated by any of those parties to the Minister and by the
                 Company a Co-Proponent or Project Proponents if signed on its
20               behalf by any person or persons authorised by the Company the
                 Co-Proponents or the Project Proponents as the case may be or by
                 their respective solicitors as notified to the State from time to time and
                 forwarded by prepaid post or handed to the Minister and except in the
                 case of personal service any such notice consent or writing shall be
25               deemed to have been duly given or sent on the day on which it would
                 be delivered in the ordinary course of post.
     Term of Agreement
     45. (1)     Subject to the provisions of this Agreement relating to sooner
                 determination this Agreement shall expire 60 years after the
30               commencement date.
           (2)   In the fiftieth year after the commencement date the parties to this
                 Agreement shall meet and consider an extension to the term of this
                 Agreement.


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                 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement      Schedule 1



           (3)    The parties shall record any agreement reached by them pursuant to
                  subclause (2) to extend the term of this Agreement and any such
                  agreement shall be dealt with in accordance with subclauses (2) and
                  (3) of Clause 32 as if it were an agreement made pursuant to
5                 subclause (1) of that Clause.
     Applicable law
     46.          This Agreement shall be interpreted according to the law for the time
                  being in force in the State of Western Australia.
                                   THE FIRST SCHEDULE
10   1.           Sublease Agreement between Mineralogy Pty. Ltd. and Austeel Pty.
                  Ltd. dated 26 October 2001.
     2.           Facilities Deed between Mineralogy Pty. Ltd. and Austeel Pty. Ltd.
                  dated 26 October 2001.
     3.           Sublease Agreement between Mineralogy Pty. Ltd. and Korean Steel
15                Pty. Ltd. dated 25 October 2001.
     4.           Facilities Deed between Mineralogy Pty. Ltd. and Korean Steel Pty.
                  Ltd. dated 26 October 2001.
     5.           Sublease Agreement between Mineralogy Pty. Ltd. and Bellswater
                  Pty. Ltd. dated 25 October 2001.
20   6.           Facilities Deed between Mineralogy Pty. Ltd. and Bellswater Pty. Ltd.
                  dated 26 October 2001.
     7.           Sublease Agreement between Mineralogy Pty. Ltd. and Balmoral Iron
                  Pty. Ltd. dated 25 October 2001.
     8.           Facilities Deed between Mineralogy Pty. Ltd. and Balmoral Iron Pty.
25                Ltd. dated 26 October 2001.
     9.           Sublease Agreement between Mineralogy Pty. Ltd. and Brunei Steel
                  Pty. Ltd. dated 25 October 2001.
     10.          Facilities Deed between Mineralogy Pty. Ltd. and Brunei Steel Pty.
                  Ltd. dated 26 October 2001.




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    Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



    Schedule 1    Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



    11.       Sublease Agreement between Mineralogy Pty. Ltd. and International
              Minerals Pty. Ltd. dated 21 November 2001.
    12.       Facilities Deed between Mineralogy Pty. Ltd. and International
              Minerals Pty. Ltd. dated 28 November 2001.
5   13.       Fortescue Projects Consolidation Agreement dated 26 October 2001.




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                 Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



             Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement          Schedule 1



                               THE SECOND SCHEDULE
                                 WESTERN AUSTRALIA
                                    MINING ACT 1978
                IRON ORE PROCESSING (MINERALOGY PTY. LTD.)
5                               AGREEMENT ACT [             ]
                                     MINING LEASE
     MINING LEASE NO.
     The Minister for Mines a corporation sole established by the Mining Act 1978
     (hereinafter called "the Mining Act") with power to grant leases of land for the
10   purposes of mining in consideration of the rents hereinafter reserved and of the
     covenants on the part of the Lessee described in Schedule 1 to this lease and of
     the conditions hereinafter contained and pursuant to the Mining Act (except,
     during such period as the Agreement (hereinafter called "the Agreement")
     described in Schedule 2 to this lease applies to this lease (hereinafter called "the
15   Agreement period"), as otherwise provided by the Agreement) hereby leases to
     the Lessee the land more particularly delineated and described in Schedule 3 to
     this lease for all minerals including iron subject however to the exceptions and
     reservations set out in Schedule 4 to this lease and to any other exceptions and
     reservations which are by the Mining Act and by any Act for the time being in
20   force deemed to be contained herein (subject, during the Agreement period, to
     the Agreement) to hold to the Lessee this lease for a term of twenty one years
     commencing on the date set out in Schedule 5 to this lease upon and subject to
     such of the provisions of the Mining Act, (except, during the Agreement period,
     as otherwise provided by the Agreement) as are applicable to mining leases
25   granted thereunder and to the covenants and conditions herein contained or
     implied and any further conditions or stipulations set out in Schedule 6 to this
     lease and, during the Agreement period, to the terms covenants and conditions
     set out in the Agreement the Lessee paying therefor the rents for the time being
     and from time to time prescribed pursuant to the provisions of the Mining Act at
30   the times and in the manner so prescribed and royalties during the Agreement
     period as provided in the Agreement and thereafter in accordance with the
     Mining Act with the right during the Agreement period and in accordance with
     the provisions of the Agreement to automatic extensions at the option of the


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     Schedule 1        Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



     Lessee for two further periods of 21 years each upon the same terms and
     conditions and thereafter subject to such provisions as to renewal of the term of
     this lease as may be applicable pursuant to the Mining Act.
     In this lease -
5    -             "Lessee" includes the successors and permitted assigns of the
                   Lessee.
     -             If the Lessee be more than one the liability of the Lessee hereunder
                   shall be joint and several.
     -             Reference to an Act includes all amendments to that Act for the
10                 time being in force and also any Act passed in substitution therefor
                   or in lieu thereof and to the regulations and by-laws for the time
                   being in force thereunder.




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             Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement           Schedule 1



                                       SCHEDULE 1
     (Name and address of "the Company")
                                       SCHEDULE 2
     The Agreement made between the State of Western Australia, Mineralogy Pty.
5    Ltd. ACN 010 582 680, Austeel Pty. Ltd. ACN 058 430 032, Balmoral Iron Pty
     Ltd. ACN 058 429 931, Bellswater Pty. Ltd. 058 429 708, Brunei Steel Pty. Ltd.
     ACN 058 429 977, International Minerals Pty. Ltd. ACN 058 341 638 and
     Korean Steel Pty. Ltd. ACN 058 429 600 and ratified by the Iron Ore
     Processing (Mineralogy Pty. Ltd.) Agreement Act [        ].
10                                     SCHEDULE 3
     (Description of land:)
     Locality:
     Mineral Field:                           Area, etc.:
     Being the land delineated on Survey Diagram No.                and
15   recorded in the Department of Mines, Perth.
                                       SCHEDULE 4
     All petroleum as defined in the Petroleum Act 1967 on or below the surface of
     the land the subject of this lease is reserved to the Crown in right of the State of
     Western Australia with the right of the Crown in right of the State of Western
20   Australia and any person lawfully claiming thereunder or otherwise authorised
     to do so to have access to the land the subject of this lease for the purpose of
     searching for and for the operations of obtaining petroleum (as so defined) in
     any part of the land.
                                       SCHEDULE 5
25   (Date of commencement of the lease).




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     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



     Schedule 1    Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement



                                     SCHEDULE 6
     (Any further conditions or stipulations as during the term of the Agreement the
     Minister for Mines may, consistent with the provisions of the Agreement,
     determine and thereafter as may be imposed pursuant to the Mining Act).
5    IN witness whereof the Minister for Mines has affixed his seal and set his hand
     hereto this            day of
     IN WITNESS WHEREOF this Agreement has been executed by or on behalf of
     the parties hereto the day and year first hereinbefore mentioned.

     SIGNED by the said      )
10   THE HONOURABLE GEOFFREY )
     IAN GALLOP in the       )
     presence of:            )


     Clive Morris Brown
     MINISTER FOR STATE DEVELOPMENT


15   THE COMMON SEAL of                    )
     MINERALOGY PTY. LTD. was              )
     hereunto affixed by                   )
     authority of the Directors            )
     in the presence of:                   )


20   ______________________________
     Director -- Clive Frederick Palmer


     ______________________________
     Director -- Susan Maree Palmer




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                Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



            Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement   Schedule 1




     THE COMMON SEAL of                  )
     AUSTEEL PTY. LTD. was               )
     hereunto affixed by                 )
     authority of the Directors          )
5    in the presence of:                 )


     ______________________________
     Director -- Clive Frederick Palmer


     ______________________________
     Director -- Susan Maree Palmer


10   THE COMMON SEAL of                  )
     BALMORAL IRON PTY. LTD.             )
     was hereunto affixed by             )
     authority of the Directors          )
     in the presence of:                 )


15   ______________________________
     Director -- Clive Frederick Palmer


     ______________________________
     Director -- Bronwyn Jane Hall




                                                                       page 69
     Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



     Schedule 1   Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement




     THE COMMON SEAL of                  )
     BELLSWATER PTY. LTD. was            )
     hereunto affixed by                 )
     authority of the Directors          )
5    in the presence of:                 )


     ______________________________
     Director -- Clive Theodore Mensink


     ______________________________
     Secretary -- Alison Page Jack


10   THE COMMON SEAL of                  )
     BRUNEI STEEL PTY. LTD. was          )
     hereunto affixed by authority of    )
     the Directors in the presence of:   )


     ______________________________
15   Director -- Clive Frederick Palmer


     ______________________________
     Director -- Harold Charles Fong




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                Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



            Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement   Schedule 1




     THE COMMON SEAL of                  )
     INTERNATIONAL MINERALS              )
     PTY. LTD. was hereunto affixed      )
     by authority of the Directors       )
5    in the presence of:                 )


     _____________________________
     Director -- Clive Frederick Palmer


     ______________________________
     Director -- Clive Theodore Mensink


10   THE COMMON SEAL of                  )
     KOREAN STEEL PTY. LTD.              )
     was hereunto affixed by             )
     authority of the Directors          )
     in the presence of:                 )


15   ______________________________
     Director -- Clive Frederick Palmer


     ______________________________
     Director -- Clive Theodore Mensink




                                                                       page 71
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Schedule 1   Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement




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Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement   Schedule 1




                                                          page 73
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Schedule 1   Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement




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   Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Bill 2002



Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement   Schedule 1




 


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