{"id":"merlin-project-agreement-ratification-act-1998","name":"Merlin Project Agreement Ratification Act 1998","slug":"merlin-project-agreement-ratification-act-1998","collection":"act","jurisdiction":"nt","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":30356,"registerId":"nt-merlin-project-agreement-ratification-act-1998-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Merlin Project Agreement Ratification Act 1998","content":"DEPARTMENT OF TREASURY AND FINANCE IS RESPONSIBLE FOR THE MERLIN\nPROJECT AGREEMENT RATIFICATION ACT 1998 (PROVISIONS ABOUT ROYALTIES)\nNORTHERN TERRITORY OF AUSTRALIA\nMERLIN PROJECT AGREEMENT RATIFICATION ACT 1998\nAs in force at 1 May 2016\nTable of provisions\nPart 1 Preliminary\n1 Short title ......................................................................................... 1\n2 Commencement .............................................................................. 1\n3 Definitions ........................................................................................ 1\nPart 2 Ratification and authorisation of\nimplementation of Agreement\n4 Raftification of Agreement ............................................................... 2\n5 Enforcement .................................................................................... 3\n5A Calculation of royalties exclusive of GST ........................................ 3\nPart 3 Security\n6 Designated area .............................................................................. 3\n7 Possessing uncut diamonds in designated area or mineral\nlease ................................................................................................ 4\n8 Entering and leaving designated area ............................................. 4\n9 Powers of security officers in designated area and mineral\nlease ................................................................................................ 7\n10 Power to search vehices or property ............................................... 8\n11 Detaining of persons in designated area or mineral lease ............... 8\n12 Averments ..................................................................................... 11\n13 Return of uncut diamonds.............................................................. 11\n14 Protection of security officers and police ....................................... 12\n15 Regulations.................................................................................... 12\nSchedule\nENDNOTES\n\nMerlin Project Agreement Ratification Act 1998 ii\n\n\n\nNORTHERN TERRITORY OF AUSTRALIA\n____________________\nAs in force at 1 May 2016\n____________________\nMERLIN PROJECT AGREEMENT RATIFICATION ACT 1998\nAn Act to ratify an agreement between the Northern Territory of\nAustralia and Ashton Mining Limited (A.C.N. 005 466 964) and to provide\nfor security of diamonds produced from the Merlin Project\nPart 1 Preliminary\n1 Short title\nThis Act may be cited as the Merlin Project Agreement Ratification\nAct 1998.\n2 Commencement\nThis Act comes into operation on the date fixed by the Administrator\nby notice in the Gazette.\n3 Definitions\nIn this Act, unless the contrary intention appears:\nAgreement means the agreement between the Territory and the\nCompany that is set out in the Schedule and includes the\nAgreement as varied from time to time in accordance with its\nprovisions.\nauthorised officer means a person who has a right to enter\npremises or land when exercising or performing his or her powers\nor functions under an Act, but does not include a member of the\nPolice Force.\nCompany has the same meaning as in the Agreement.\nContractors has the same meaning as in the Agreement.\ncontrolled access point means an access point to a designated\narea declared to be a controlled access point under section 6.\ndesignated area means land or premises declared to be a\ndesignated area under section 6.\n\nPart 2 Ratification and authorisation of implementation of Agreement\nMerlin Project Agreement Ratification Act 1998 2\nMerlin Project has the same meaning as in the Agreement.\nmineral lease has the same meaning as in the Agreement and\nincludes any mineral lease granted to the Company under\nclause 10 of the Agreement.\nproperty includes goods and articles of any kind.\nsecurity officer means a person who is:\n(a) the holder of a security officer's licence granted under the\nPrivate Security Act 1995; and\n(b) employed by the Company or a Contractor.\nuncut diamond includes any crushed diamond, diamond dust,\ndiamond fragment or partly cut or partly processed diamond.\nvehicle has the same meaning as in the Traffic Act 1987.\nPart 2 Ratification and authorisation of\nimplementation of Agreement\n4 Raftification of Agreement\n(1) The Agreement is ratified for the purposes of clause 2(1) of the\nAgreement.\n(2) The implementation of the Agreement is authorised.\n(3) The provisions of the Agreement operate and take effect according\nto their terms despite anything to the contrary in any Act or law in\nforce in the Territory.\n(4) If a provision of the Agreement provides for an Act or law in force in\nthe Territory to be modified, the Act or law operates and takes\neffect for the purposes of the Agreement as if the Act or law had\nbeen modified as provided for in the Agreement.\n(5) An Act passed after the commencement of this Act cannot amend,\nmodify or repeal a provision of the Agreement or affect the\noperation of a provision of the Agreement unless the Act expressly\nprovides accordingly.\n(6) The Territory, its Ministers, instrumentalities and authorities and any\nlocal government authority are authorised, empowered and\nrequired to do all things necessary or expedient to carrying out or\ngive full effect to the Agreement.\n\nPart 3 Security\nMerlin Project Agreement Ratification Act 1998 3\n(7) Subject to this Act and the Agreement, the Company, its servants,\nagents and Contractors must observe and comply with all Acts or\nlaws in force in the Territory applying in any way to the Merlin\nProject.\n5 Enforcement\n(1) A decree of specific performance may be granted and enforced\nagainst the Territory in respect of its obligations under the\nAgreement in the same circumstances and on the same conditions\nas a decree of specific performance could be granted and enforced\nagainst a subject of the Crown.\n(2) Subsection (1) applies despite any Act or law in force in the\nTerritory to the contrary.\n5A Calculation of royalties exclusive of GST\n(1) For the purpose of calculating or recalculating an amount of royalty\nunder clause 5 of the Agreement, subject to subsection (2), an\namount or value that affects the calculation or recalculation is to be\ntaken to be the amount or value exclusive of the amount of GST (if\nany) payable in relation to a supply to which that amount or value\nrelates.\n(2) Where an amount or value that affects the calculation or\nrecalculation referred to in subsection (1) is directly attributable to\nan acquisition that relates to a supply that is input taxed, the\namount or value is to be taken to be the amount or value inclusive\nof the amount of GST (if any) payable in relation to the acquisition\nto which that amount or value relates.\n(3) For the purposes of section 4(5), the Agreement is to be taken to be\namended to the extent necessary to give effect to subsections (1)\nand (2).\n(4) In subsections (1) and (2), acquisition, GST, input taxed and\nsupply have the same respective meanings as in the A New Tax\nSystem (Goods and Services Tax) Act 1999 of the Commonwealth.\nPart 3 Security\n6 Designated area\n(1) The Minister may declare land or premises in the Territory to be a\ndesignated area.\n\nPart 3 Security\nMerlin Project Agreement Ratification Act 1998 4\n(2) A declaration under subsection (1) is to be made:\n(a) by notice in the Gazette; and\n(b) only if the Minister is satisfied that diamonds are to be mined,\ntreated, processed, sorted, stored or cut on the land or\npremises for the purposes of the Merlin Project.\n(3) The declaration is to define the boundaries of the land or the\npremises.\n(4) The Minister may, by notice in the Gazette, declare an access point\nto a designated area to be a controlled access point.\n(5) A declaration takes effect on the day it is published in the Gazette\nor on a later date that is specified in the declaration.\n7 Possessing uncut diamonds in designated area or mineral\nlease\n(1) A person must not have an uncut diamond:\n(a) in his or her possession; or\n(b) under his or her control,\nin a designated area or the mineral lease without lawful authority or\nexcuse.\nMaximum penalty: 170 penalty units or imprisonment for\n2 years.\n(2) The burden of proving lawful authority or excuse lies on the person\nclaiming it.\n8 Entering and leaving designated area\n(1) A person must not:\n(a) enter or leave a designated area;\n(b) drive a vehicle into or out of a designated area; or\n(c) take or consign any property into or out of a designated area,\nother than through a controlled access point.\nMaximum penalty: 85 penalty units or imprisonment for\n12 months.\n\nPart 3 Security\nMerlin Project Agreement Ratification Act 1998 5\n(2) A security officer may require a person:\n(a) who is entering or leaving a designated area – to stop;\n(b) driving a vehicle into or out of a designated area – to stop the\nvehicle;\n(c) taking or consigning property into or out of a designated\narea – to permit the security officer to examine the property.\n(3) A security officer may direct a person:\n(a) to enter or leave a designated area;\n(b) to drive a vehicle into or out of a designated area; or\n(c) to take or consign any property into or out of a designated\narea,\nthrough a controlled access point specified by the security officer.\n(4) A person must not:\n(a) enter a designated area;\n(b) drive a vehicle into a designated area; or\n(c) take or consign any property into a designated area,\nwithout the permission of a security officer who is on duty at a\ncontrolled access point.\nMaximum penalty: 8 penalty units.\n(5) A security officer who is on duty at a controlled access point:\n(a) may refuse a person permission to enter a designated area;\nand\n(b) is not required to give the person a reason for the person\nbeing refused permission to enter the designated area.\n(6) A security officer who is on duty at a controlled access point must\nnot refuse a member of the Police Force who is acting in the course\nof his or her duty permission to enter a designated area unless the\nmember fails to produce to the security officer evidence that the\nmember:\n(a) is a member of the Police Force; or\n\nPart 3 Security\nMerlin Project Agreement Ratification Act 1998 6\n(b) has permission from the Company to enter the designated\narea.\n(7) A security officer who is on duty at a controlled access point must\nnot refuse an authorised officer permission to enter a designated\narea unless the authorised officer fails to:\n(a) state his or her name and address;\n(b) state and provide evidence of his or her authority to enter the\ndesignated area; or\n(c) state the purpose for which he or she wishes to enter the\ndesignated area.\n(8) Before permitting a person to enter a designated area, a security\nofficer who is on duty at a controlled access point may require the\nperson to agree in writing to comply with the conditions of entry that\nthe security officer considers necessary for the security of the\ndesignated area and of the operations, persons and property in the\ndesignated area.\n(9) The conditions may include that the person will allow a security\nofficer to search:\n(a) the person (other than a search by way of an examination of\nhis or her body cavities);\n(b) the person's vehicle or the vehicle the person is driving or is a\npassenger in; or\n(c) any property that is in the person's possession or under the\nperson's control.\n(10) A person who contravenes or fails to comply with a direction given\nor a requirement imposed by a security officer under this section\ncommits an offence.\nMaximum penalty: 85 penalty units or imprisonment for\n12 months.\n(11) In subsection (8), a person does not include a member of the Police\nForce referred to in subsection (6) or an authorised officer referred\nto in subsection (7).\n\nPart 3 Security\nMerlin Project Agreement Ratification Act 1998 7\n9 Powers of security officers in designated area and mineral\nlease\n(1) A security officer may do any of the following in a designated area\nor the mineral lease:\n(a) direct a person (except a member of the Police Force)\nentering or in the designated area or mineral lease not to enter\nor remain in a part of the designated area or mineral lease\nspecified by the security officer, either absolutely or unless he\nor she is accompanied by a security officer;\n(b) require a person in the designated area or mineral lease to\nstop or require a person driving a vehicle in the designated\narea or mineral lease to stop the vehicle;\n(c) require a person in the designated area or mineral lease to\nstate:\n(i) his or her name and address;\n(ii) his or her authority for being in the designated area or\nmineral lease; or\n(iii) the purpose for which he or she is in the designated area\nor mineral lease;\n(d) direct or require a person entering or in the designated area or\nmineral lease to do anything that the security officer considers\nnecessary for the security of the designated area or mineral\nlease and of the operations, persons and property in the\ndesignated area or mineral lease.\n(2) A security officer may require a person (except a member of the\nPolice Force in the execution of his or her duty) who is in a\ndesignated area or the mineral lease to leave the designated area\nor mineral lease if:\n(a) the person contravenes or fails to comply with a direction\ngiven or requirement imposed under subsection (1); or\n(b) the security officer is not satisfied that a person has a need to\nremain in the designated area or mineral lease.\n(3) A person who fails without lawful authority or excuse to comply with\na direction given or a requirement imposed under subsection (2)\ncommits an offence.\nMaximum penalty: 8 penalty units.\n\nPart 3 Security\nMerlin Project Agreement Ratification Act 1998 8\n(4) The burden of proving lawful authority or excuse lies on the person\nclaiming it.\n(5) A security officer may use reasonable force:\n(a) to stop a person who fails to comply with a direction given to\nor a requirement imposed on the person under this section;\n(b) to remove a person from a designated area or the mineral\nlease who fails to comply with a direction given to or a\nrequirement imposed on the person under this section;\n(c) to remove a vehicle or other property from a designated area\nor the mineral lease; and\n(d) to enter a vehicle for the purpose of removing it under\nparagraph (c) or section 10(2)(b).\n10 Power to search vehices or property\n(1) A security officer may search a vehicle or other property that is:\n(a) in the possession or under the control of a person in a\ndesignated area or the mineral lease; or\n(b) being driven, taken or consigned out of a designated area or\nthe mineral lease.\n(2) For the purposes of subsection (1), the security officer may do the\nfollowing:\n(a) dismantle the vehicle or other property;\n(b) take the vehicle or property to a place and detain it there\npending the search or a further search.\n(3) In this section, property does not include clothing worn by a\nperson.\n11 Detaining of persons in designated area or mineral lease\n(1) A security officer may detain a person who is in a designated area\nor the mineral lease for a reasonable period if:\n(a) the security officer suspects that the person has an uncut\ndiamond on his or her person or in his or her possession or\nunder his or her control without lawful authority or excuse;\n(b) the security officer suspects that the person has stolen or is\nconcealing an uncut diamond; or\n\nPart 3 Security\nMerlin Project Agreement Ratification Act 1998 9\n(c) the person does not have permission to be in the designated\narea or mineral lease.\n(2) As soon as practicable after a person is detained, the security\nofficer must notify a member of the Police Force that the person\nhas been detained.\n(3) The security officer must:\n(a) detain the person in a place set aside for that purpose in the\ndesignated area; and\n(b) deliver the person into the custody of a member of the Police\nForce as soon as practicable after the member arrives at the\ndesignated area or mineral lease.\n(4) Without limiting subsection (1)(b), a security officer has reasonable\ngrounds for suspecting a person of stealing or concealing an uncut\ndiamond if the person refuses to permit a search to be conducted\nafter having agreed under section 8(8) to it being conducted.\n(5) A member of the Police Force may search a person who is\ndetained under this section and any clothing worn by the person.\n(6) The search must be carried out by a member of the Police Force of\nthe same sex as the person to be searched.\n(7) If it is not immediately practicable for subsection (6) to be complied\nwith, the member of the Police Force:\n(a) may cause the search to be carried out under the direction of\nthe member by a security officer of the same sex as the\nperson to be searched; or\n(b) may:\n(i) detain the person until the search can be conducted by a\nmember of the same sex as the person to be searched;\nor\n(ii) take the person to a place where the search can be\nconducted by a member of the same sex as the person\nto be searched.\n(8) Subsections (5) and (7) do not authorise a search of a person by\nway of an examination of the body cavities of the person by the\nmember of the Police Force or security officer conducting the\nsearch.\n\nPart 3 Security\nMerlin Project Agreement Ratification Act 1998 10\n(9) However, a member of the Police Force may arrange for a medical\npractitioner nominated by the member to examine the body cavities\nof a person detained under this section.\n(10) The examination by a medical practitioner can only be conducted if:\n(a) the person consents in writing to it being conducted; or\n(b) a Local Court Judge approves it being conducted.\n(11) The member of the Police Force may apply to a Local Court Judge\nfor the approval in person or by telephone.\n(12) The Local Court Judge may approve the examination being\nconducted if he or she is satisfied that the examination may provide\nevidence of an offence.\n(13) For the purposes of subsection (9), the member of the Police Force\nmay:\n(a) detain the person until the medical practitioner conducts the\nexamination; or\n(b) take the person to a place where the medical practitioner will\nconduct the examination.\n(14) The examination by the medical practitioner is to be conducted:\n(a) in the presence of a member of the Police Force of the same\nsex as the person to be examined; or\n(b) if that is not immediately practicable – in the presence of a\nsecurity officer of the same sex as the person to be examined.\n(15) A member of the Police Force may use reasonable force, and may\ncall on any assistance that he or she considers necessary, in order:\n(a) to detain a person under this section;\n(b) to carry out a search under this section; or\n(c) to facilitate a search or examination being carried under this\nsection.\n(16) A person must not:\n(a) resist being detained under this section;\n\nPart 3 Security\nMerlin Project Agreement Ratification Act 1998 11\n(b) escape or attempt to escape:\n(i) from a place where he or she is being detained under\nthis section; or\n(ii) from the custody of a member of the Police Force or a\nsecurity officer;\n(c) obstruct or hinder a member of the Police Force or a security\nofficer who is carrying out a search under this section; or\n(d) obstruct or hinder a medical practitioner who is carrying out an\nexamination under this section.\nMaximum penalty: 170 penalty units or imprisonment for\n2 years.\n(17) A medical practitioner is authorised to carry out an examination of\nthe body cavities of a person under this section.\n(18) No action lies against a medical practitioner for anything reasonably\ndone by him or her for the purposes of the examination.\n(19) The burden of proving lawful authority or excuse in\nsubsection (1)(a) lies on the person claiming it.\n12 Averments\nIn a prosecution for an offence against this Act, an averment in the\ncomplaint that:\n(a) the place where the offence is alleged to have occurred was,\nor was in, a designated area or the mineral lease;\n(b) a place was a controlled access point for a specified purpose;\nor\n(c) a person was at a material time a security officer,\nis to be taken to have been proved in the absence of proof to the\ncontrary.\n13 Return of uncut diamonds\n(1) On finding a person guilty of an offence committed within a\ndesignated area or the mineral lease and involving the stealing,\nreceiving or possession of uncut diamonds, a court must order the\nuncut diamonds to be delivered to the Company.\n\nPart 3 Security\nMerlin Project Agreement Ratification Act 1998 12\n(2) Subsection (1) applies:\n(a) to an offence under this or any other Act; and\n(b) notwithstanding any other law or Act.\n14 Protection of security officers and police\nA security officer or member of the Police Force cannot be charged\nwith or be found guilty of an offence of obstructing or hindering a\nperson in exercising a power or performing a function conferred on\nthe person under an Act or law in force in the Territory in respect of\nanything done by the security officer or member in exercising a\npower or performing a function under this Act.\n15 Regulations\n(1) The Administrator may make regulations, not inconsistent with this\nAct, prescribing all matters:\n(a) required or permitted by this Act to be prescribed; or\n(b) necessary or convenient to be prescribed for carrying out or\ngiving effect to this Act.\n(2) Without limiting subsection (1), the Regulations may:\n(a) require the Company to erect and maintain fences, walls and\nother physical barriers around a designated area in\naccordance with the Regulations;\n(b) require the Company to provide and designate places in\naccordance with the Regulations for:\n(i) persons to enter and leave a designated area;\n(ii) vehicles to be driven into and out of a designated area;\nand\n(iii) taking or consigning of property into and out of a\ndesignated area;\n(c) require the Company to erect and maintain notices and signs\nat or near the perimeter of a designated area in accordance\nwith the Regulations;\n(d) prohibit the damaging, defacing, removal or destruction of\nfences, barriers, signs and notices erected under the\nRegulations;\n\nPart 3 Security\nMerlin Project Agreement Ratification Act 1998 13\n(e) regulate how persons are to be detained under the Act and, in\nparticular, requiring that areas or places be set aside in\ndesignated areas to detain persons;\n(f) regulate how searches and examinations of persons are to be\ncarried out under this Act;\n(g) regulate how any vehicle and property detained under this Act\nis to be searched and stored;\n(h) provide for offences, including regulatory offences, against the\nRegulations;\n(j) provide for penalties of not more than 85 penalty units for\noffences against the Regulations.\n(3) The Regulations may be made to apply:\n(a) generally or in a particular class of case or particular classes\nof cases;\n(b) at all times or at specified time or specified times; or\n(c) to all designated areas or to a specified designated area or\nspecified designated areas.\n(4) The Regulations may be made to require a matter affected by the\nRegulations to be:\n(a) in accordance with a specified standard or requirement; or\n(b) as approved by, or to the satisfaction of, a specified person or\nbody or a specified class of person or body.\n(5) The Regulations may confer a discretionary authority on a specified\nperson or body or a specified class of persons or bodies.\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 14\nSchedule\nsection 4\nTHE NORTHERN TERRITORY OF AUSTRALIA MERLIN PROJECT\nAGREEMENT\nTHIS AGREEMENT is made the 12th day of October 1998\nBETWEEN:\nThe NORTHERN TERRITORY OF AUSTRALIA care of the Department of\nMines and Energy of Paspalis Centrepoint Building, Smith Street, Darwin\n0800 in the Northern Territory of Australia (the Territory)\nAND:\nASHTON MINING LIMITED (A.C.N. 005 466 964) whose registered office is\nsituated at Level 4, 441 St Kilda Road, Melbourne 3000 in the State of Victoria\n(the Company)\nWHEREAS:\nA. In 1992, the Company discovered diamond bearing kimberlites\ncalled the Merlin prospect in the Boomerang Creek District in the\nNorthern Territory of Australia.\nB. On 19 December 1996, the Company made application for the\ngrant of a mineral lease known as MLN 1154 for the mining of\ndiamond bearing ore in the Boomerang Creek District. The lease\nwas granted on 15 June 1998.\nC. The Company wishes to commence development of the Merlin\nProject.\nD. The Parties wish to enter into this Agreement in respect of the\nMerlin Project for the purposes of:–\n(a) facilitating the development, construction and operation of the\nMerlin Project;\n(b) ensuring that adequate security procedures are in place in\nrespect of the Merlin Project; and\n(c) dealing with the manner in which royalties are to be calculated\nand paid to the Territory in respect of the Merlin Project.\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 15\nNOW THIS AGREEMENT WITNESSES as follows:\n1. Definitions and Interpretation\n(1) In this Agreement, unless the contrary intention appears:\nAgreement means this Agreement as varied from time to time.\nContractors includes Sub-Contractors.\nMerlin Project means the project to be developed by the Company\nfor the purposes of the mining and processing of diamond bearing\nore to enable the recovery of diamonds, and all related activities on\nthe mineral lease.\nmineral lease means mineral lease N1154 granted to the\nCompany on 15 June 1998, and includes any renewal or\nreplacement lease in respect of the whole or part of the original\narea of the mineral lease.\nMortgage means any mortgage, charge, assignment,\nencumbrance or other dealing by way of security provided in\nrelation to finance and facilities arranged for the purpose of\ndeveloping or operating the Merlin Project.\nore means ore known as kimberlite containing diamonds together\nwith any associated minerals which must necessarily be mined in\nconjunction with the kimberlite.\nServices means the services of engineers, surveyors, architects\nand other professional consultants, experts and specialists, project\nmanagers, manufacturers, wholesalers, retailers, suppliers and\nContractors and includes any other service necessary or incidental\nto the construction, continued operation or care and maintenance of\nthe Merlin Project.\n(2) This Agreement shall be interpreted in accordance with the\nInterpretation Act 1978 as if it were a document subject to\ninterpretation in accordance with that Act.\n2. Ratification by Parliament\n(1) This Agreement, other than subclause (2) (which shall commence\non the date this Agreement is signed by all parties), shall have no\nforce or effect and shall not be binding on any party unless and until\nit is signed by all parties and ratified by the Legislative Assembly of\nthe Northern Territory of Australia, with the assent as provided by\nthe Northern Territory (Self Government) Act 1978\n(Commonwealth).\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 16\n(2) The Territory shall take all necessary action to have submitted to\nthe Legislative Assembly at the earliest practicable date a Bill for an\nAct to ratify this Agreement.\n3. Term\nThis Agreement shall commence on the date that it has been\nratified in accordance with clause 2 and shall continue for the term\nof the mineral lease unless the Agreement is terminated earlier in\naccordance with the terms of this Agreement.\n4. Security\n(1) The Territory shall enact and maintain legislation to give effect to\nany agreement between the Territory and the Company for the\nprovision of security for the Merlin Project.\n(2) In order to give effect to the security provisions, the Territory shall,\nat its discretion, make available such personnel as it considers\nappropriate from the Northern Territory Police Force Gold Squad.\nNothing in this provision shall require the Territory to meet the cost\nof any personnel or medical practitioners required for the\nimplementation of the security provisions other than the provision of\nNorthern Territory Police Force personnel.\n(3) The Company shall enter into an arrangement with the Northern\nTerritory Minerals Council to provide a contribution to the costs of\nany assistance provided by the Northern Territory Police Force\nGold Squad.\n5. Royalty under Mineral Royalty Act 1982\n(1) The Company shall not, by virtue only of this Agreement, be\nexempt from rent, royalty, duties, fees, levies, taxes or any other\nimpost except as may be provided in this clause 5.\n(2) Royalty shall be payable in respect of the Merlin Project in\naccordance with the provisions of the Mineral Royalty Act 1982,\nand, for the purpose of calculating such royalty, the Mineral Royalty\nAct 1982 is modified to the extent necessary to give effect to this\nclause.\n(3) For the purposes only of determining gross realization and\noperating costs in respect of the Merlin Project:\n(a) the production unit is to be treated as though it includes the\ntreatment and sorting facility or facilities at Perth in the State\nof Western Australia used by the Company for the purposes of\nthe Merlin Project; and\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 17\n(b) the saleable mineral commodity is to be deemed to have left\nthe production unit at the time that treatment and sorting at the\ntreatment and sorting facility or facilities at Perth are complete.\nThe Company shall, within twenty-eight (28) days of\ncommencement of this Agreement, and within twenty-eight\n(28) days of any change, notify the Territory in writing of the\naddress of the facility or facilities used by the Company for the\npurposes of the Merlin Project in Perth, Western Australia.\n(4) The Company shall effect and keep in force a policy of insurance in\nrespect of any theft, destruction or any other losses of mineral\ncommodity for the period from the date that the mineral commodity\nleaves the mineral lease until the saleable mineral commodity is\nsold, or valued for the purposes of subclause 5(i).\nThe Company shall:\n(i) when reasonably required by the Territory to do so,\nprovide evidence of the currency of the insurance\nrequired under this sub-clause;\n(ii) not do or omit to do or permit to be done or omitted any\nact whereby any insurance required under this sub-\nclause may be rendered void or voidable;\n(iii) indemnify the Territory against all losses and damages\nsuffered by the Territory as a result of a breach by the\nCompany of this sub-clause.\n(5) Where there has been a removal without sale of a saleable mineral\ncommodity from the production unit for the Merlin Project, then the\nvalue of that saleable mineral commodity for the purposes of\nsection 4A(3) of the Mineral Royalty Act 1982 shall be as follows:\n(i) where the Company has nominated in writing to the\nTerritory that saleable mineral commodity is to be\nwithheld from sale by the Company, the value shall be\nthe value attributed to such saleable mineral commodity\nby an independent Valuer appointed by the Territory.\nThe Territory shall appoint a Valuer for the purposes of\nconducting a valuation in accordance with this subclause\nwithin 30 days of receipt of notification by the Company\nthat saleable mineral commodity is to be withheld from\nsale. In the event that the Territory fails to appoint a\nValuer within 30 days, the Company may appoint the\nValuer. For the purpose of allowing the valuation to be\nconducted, the Company shall ensure that no cutting or\npolishing or further treatment of the saleable mineral\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 18\ncommodity is undertaken until such time as the Territory\nhas notified the Company in writing that the valuation\nhas been completed. The costs of any valuations\nconducted under this sub-clause shall be shared equally\nby the Territory and the Company ;\n(ii) in every other case, the value of the saleable mineral\ncommodity shall be calculated in accordance with the\nfollowing formula:\nGR = SP + EV – EV(previous year) + AOP\nwhere:\nGR is the value of the saleable mineral commodity for\nroyalty purposes;\nSP is the sum of:\n(A) the sales proceeds, received or receivable by the\nCompany for all arms length sales of saleable\nmineral commodity made during the royalty year,\ncalculated in Australian Dollars, and, where any\nsales take place in another currency, calculated by\nreference to the Reserve Bank of Australia\nrepresentative rate for the date of the sale; and\n(B) the value (calculated in the same manner as a\nvaluation for the purpose of sub-clause (5)(i)) of the\nsaleable mineral commodity sold during the royalty\nyear in any non arms-length transactions;\nEV is the value, in Australian Dollars, attributed by the\nCompany to the saleable mineral commodity removed\nfrom the production unit without sale and on hand at the\nend of the royalty year, being the value which the\nCompany estimates is equal to the amount for which the\nCompany could sell the saleable mineral commodity on\nthe open market on the last day of the royalty year;\nEV (previous year) is the EV amount used in the GR\ncalculation for the previous year; and\nAOP is:\n(A) the value of any saleable mineral commodity\nremoved from the production unit without sale and\nnot sold during the royalty year, nor on hand at the\nend of the royalty year, which value shall be the\namount equivalent to the price which would have\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 19\nbeen received for the saleable mineral commodity\non the open market; less\n(B) the amount included in AOP in any previous royalty\nyear in respect of any saleable mineral commodity\nwhere the sales proceeds for that saleable mineral\ncommodity are included in the SP calculation in the\ncurrent royalty year\nand the result may be a negative amount.\nFor the purpose of this subclause, on hand includes in\nthe possession of a sales agent and a transport carrier.\n(6) Words used in this clause and defined in the Mineral Royalty Act\n1982 have the same meaning as in that Act for the purposes of this\nclause, and this clause is to be interpreted as though it were part of\nthat Act.\n(7) The Mineral Royalty Act 1982 shall apply to this clause as though\nthis clause were part of that Act.\n6. Infrastructure\n(1) The Territory shall use its best endeavours to comply with any\nrequest by the Company for the issue of any necessary consents,\npermits, licences, easements, rights of way, approvals or mining\ntenements to allow construction, maintenance and operation of all\ninfrastructure and facilities which the Company determines are\nrequired for the Merlin Project.\n(2) Nothing in this clause shall require the Territory to take any action\nwhich might be required as a pre-requisite to the issue of such\nconsent, permits, licences, easements, rights of way, approvals or\nmining tenements pursuant to the Native Title Act 1993 of the\nCommonwealth or any Territory legislation relating to native title.\n(3) Nothing in this Agreement shall require the Territory to provide any\ninfrastructure or facilities for the Merlin Project including\nconstruction and maintenance of roads, tracks and highways,\nprovision of electricity, water or gas supply and electronic\ncommunication facilities.\n(4) Nothing in this Agreement shall entitle the Territory to require the\nprovision by the Company of any infrastructure or facilities including\nconstruction and maintenance of roads, tracks and highways,\nprovision of electricity, water or gas supply and electronic\ncommunication facilities.\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 20\n7. Use of Professional Services, Labour and Materials\n(1) The Company shall, for the purposes of the Merlin Project, use its\nbest endeavours to:\n(a) use for labour those persons available within the Northern\nTerritory with suitable qualifications, skills and experience;\n(b) use Services providers located and available within the\nNorthern Territory who are competent and capable to provide\nthose Services, or if such Services are not available within the\nNorthern Territory then as far as practical use Services\notherwise available within Australia;\n(c) when preparing specifications, calling for tenders and letting\ncontracts for works, materials, plant, equipment and supplies,\nensure that the Services providers within the Northern\nTerritory are given a reasonable opportunity to tender or\nquote;\n(d) give, and require the Contractors of the Company to give,\npreference to workers and Services providers within the\nNorthern Territory when letting contracts or placing orders for\nworks, materials, plant, equipment and supplies where price,\nquality, delivery, service and compliance with safety and\nenvironmental requirements are equal to or better than that\nobtainable elsewhere and where the workers have suitable\nqualifications, skills and experience; and\n(e) consult with, and have regard to any advice provided by, the\nNorthern Territory Industry Search and Opportunities Office on\nthe manner in which local participation in the Merlin Project\ncan be maximised.\n(2) The Company shall, when requested in writing by the Territory\nMinister with responsibility for the Mining Act to do so (such request\nnot to be made more frequently than annually) submit a written\nreport detailing:\n(a) the Company’s actual expenditure on Services providers and\nlabour in the Northern Territory compared with the Company’s\nAustralian and overseas expenditure on Services providers for\nthe purpose of the Merlin Project;\n(b) the Services providers who are located in the Northern\nTerritory and who have supplied goods and Services for the\npurposes of the Merlin Project;\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 21\n(c) the consultations with, and advice provided by, the Northern\nTerritory Industry Search and Opportunities Office, and the\nextent to which such advice has been followed by the\nCompany; and\n(d) an explanation of why labour and Services have been sourced\nfrom outside the Northern Territory, and details of the\nopportunities that have been provided to Services providers\nwithin the Northern Territory to bid for such Services,\nand shall use its best endeavours to provide similar information\nconcerning the compliance of any Contractors with paragraph (1)(d)\nof this clause.\n8. Non-Discrimination\n(1) Except as provided by this Agreement and section 64 of the Mining\nAct, the Territory must not impose or allow its instrumentalities or\nauthorities, or any local government authority to impose\ndiscriminatory taxes, rates or charges on or in respect of the\nactivities of the Company, its agents or Contractors in respect of the\nMerlin Project, including but without limitation charges or levies\nrelated to the maintenance of the Carpentaria Highway and\nprovisions of signs thereon in the vicinity of the Merlin Project.\n(2) The Territory must not take, or permit to be taken, any other\ndiscriminatory action which would deprive the Company of full\nenjoyment of the rights granted or to be granted under this\nAgreement, provided that nothing in this subclause shall prevent\nthe Territory, its servants and agents, from taking any lawful action\nunder a law in force in the Territory relating to the protection,\nconservation or rehabilitation of the environment as provided for by\nthe Mining Act and the mineral lease.\n9. Finance\n(1) The Company shall notify the Territory of the name, address,\ntelephone and facsimile numbers of any party which has the benefit\nof a Mortgage:\n(a) upon execution of this Agreement;\n(b) within fourteen (14) days of the date of any additional\nMortgage: and\n(c) within fourteen (14) days of any change in such details.\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 22\n(2) The Territory shall, if it gives a notice, request or demand to the\nCompany under this Agreement, concerning other than routine\nmatters, provide to a party which has the benefit of a Mortgage a\ncopy of that notice, request or demand.\n(3) It is agreed between the parties that such notice or written\nstatement provided by the Territory to the Company shall in no way\naffect the Territory’s remedies at law against the Company.\n(4) A party which has the benefit of a Mortgage shall not be liable for\nthe Company’s operation of the Merlin Project or for the\nperformance of any of the Company’s obligations under this\nAgreement provided that where pursuant to any Mortgage such a\nparty conveys to itself an interest in a mineral lease and the Merlin\nProject or otherwise assumes liabilities of the Company in respect\nof the Merlin Project, such party may then become so liable to the\nextent of the interest so conveyed or the liability so assumed.\n10. Application of Agreement to further Mineral Leases\n(1) The terms of this Agreement shall apply, to the extent that it is\npossible, to any further mineral lease granted to the Company for\nthe mining of diamond bearing ore where the whole or part of the\nprocessing of that ore takes place at the mill established or to be\nestablished within Mineral Lease N1154, provided that at least part\nof each such mineral lease is not further than 100 kilometres from a\npoint on the boundary of Mineral Lease N1154.\n(2) In the event that this Agreement has application to another mineral\nlease or mineral leases by operation of subclause (1), the definition\nof \"mineral lease\" in clause 1 of this Agreement shall be read so as\nto include the further mineral lease or further mineral leases.\n(3) In the event that this Agreement has application to another mineral\nlease or mineral leases by operation of subclause (1), the Territory\nshall amend the legislation enacted in accordance with clause 4\nhereof so that it has application to the further mineral lease or\nfurther mineral leases.\n11. Variation\n(1) The parties may vary this Agreement by further agreement in\nwriting signed by the Territory and the Company.\n(2) The Territory must cause any further agreement made pursuant to\nthis clause to be laid before the Legislative Assembly at the next\nsitting of the Legislative Assembly.\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 23\n(3) The Legislative Assembly may, within ten (10) full sitting days\nincluding the day upon which the further agreement was laid before\nit, pass a resolution disallowing the further agreement, but if after\nthe last day in which the further agreement might have been\ndisallowed, the Legislative Assembly has not passed such a\nresolution, the further agreement shall have effect from and after\nthat last day.\n12. No Assignment\n(1) The Company must not assign its rights or obligations under this\nAgreement or any of them without the prior written consent of the\nTerritory, which consent shall not be unreasonably withheld.\n(2) The Company may mortgage, charge or encumber the mineral\nlease and the Minister must consent to that mortgage, charge or\nencumbrance for the purposes of the Mining Act, provided that the\nconsent of the Territory shall be required under subclause (1) for\nany subsequent sale or transfer by the mortgagee, charge, or\nencumbrancee exercising its power under the mortgage, charge or\nencumbrance.\n(3) Nothing in this Agreement shall operate to restrict the ability of the\nCompany to mortgage, charge, encumber or sell or assign the\nmineral lease.\n13. Power to Vary Periods\nNotwithstanding any provision in this Agreement, the Territory may\nin writing at the request of the Company vary any period in this\nAgreement whether or not the period to be varied has expired.\n14. Force Majeure\n(1) Subject to this clause, the time for the performance of any\nobligation of this Agreement or the mineral lease, except an\nobligation to pay money, which performance is delayed by\ncircumstances beyond the reasonable control of the party\nresponsible for the performance of such obligation, shall be\nextended by the period of the delay but no longer and, subject to\nsubclauses (2) and (3), the party shall not be liable in damages to\nthe other nor shall any action, claim or demand be taken or made\nagainst a party by reason solely of such delay in the performance of\nsuch obligation in circumstances beyond the reasonable control of\nthat party.\n(2) The party responsible for the performance of any such obligation\nshall use all reasonable diligence to remove the said circumstances\nand minimise the effects of the said circumstances as soon as is\nreasonably practicable after notice of the same shall have come to\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 24\nits attention save and except that the settlement of any strike, lock\nout or any other industrial dispute shall be entirely in the discretion\nof any party directly concerned therewith and nothing herein shall\nrequire the settlement thereof by acceding to the demands of the\nopposing party or parties where such settlement is considered\ninadvisable in the absolute discretion of the party so concerned.\n(3) A party shall as soon as reasonably practicable give notice to the\nother party of:\n(i) each event alleged to constitute circumstances beyond\nits reasonable control;\n(ii) any delay in the performance of any obligation of this\nAgreement and the mineral lease;\n(iii) the likely duration of the delay; and\n(iv) the cessation of the circumstances.\n(4) In this clause, the expression circumstances beyond the\nreasonable control shall include, without limitation, earthquakes,\nfloods, storms, tempests, cyclones, wash-aways, fires not caused\nby the wilful default or gross negligence of the party responsible for\nsuch performance, acts of God, acts of war, acts of public enemies,\nriots and civil commotions, strikes, lock-outs, bans, go slow\nactivity, stoppages, restraints of labour or other similar acts\n(whether partial or entire), acts or omissions of the Commonwealth\nor any instrumentality of the Commonwealth (whether legislative,\nexecutive, or administrative) or any other government or\ngovernmental authority or instrumentality or any local government\nauthority (whether legislative, executive or administrative)\nshortages of labour or of essential materials, reasonable inability to\nobtain contractors or retain contractors, delays of contractors,\nactual or reasonably forecast inability to profitably sell the\ndiamonds, delays or restrictions on the remittance or provision of\nfunds to a party, inability or delay in obtaining any government or\nlocal government authority approval, permit or licence or any other\ncause whether of a kind specifically enumerated above or otherwise\nwhich is not reasonably within the control of the party delayed.\n15. Termination\n(1) In the event that the Company:\n(a) is in default in the due and punctual performance or\nobservance of any of the provisions in this Agreement, which\ndefault the Territory reasonably considers material;\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 25\n(b) subject to clause 14 abandons the Merlin Project and does not\nresume operations on the Merlin Project and for the purposes\nof this provision, abandons shall include placing the Merlin\nProject on a care and maintenance basis for a period of more\nthan three (3) years or a number of periods which total more\nthan three (3) years, provided that the Territory may in writing\nat its discretion extend that period of three (3) years; or\n(c) repudiates any obligation the Territory reasonably considers\nmaterial under this Agreement,\nthe Territory may give notice in writing to the Company requiring the\nCompany to remedy that default or to pay to the Territory such sum\nas is specified in the notice, being a sum which, in the opinion of\nthe Territory, is adequate to compensate the Territory, its servants,\nagents, contractors, instrumentalities, authorities and any relevant\nlocal government authorities for that default.\n(2) If within 150 days of the said notice the Company has neither\nrectified the default nor paid compensation in accordance with the\nnotice, the Territory may terminate this Agreement by giving not\nless than 30 days written notice to the Company.\nProvided that if the Company, upon receipt of the notice referred to\nin subclause (1) promptly commences to use and continues to use\nits best endeavours to remedy the default, the Minister shall extend\nthe notice period for such further period as is reasonably necessary\nto remedy the default.\nProvided further that if the Company has given the Territory a\nnotice in accordance with clause 17 of this Agreement, and such\nnotice has been given not less than 90 days after the notice\nreferred to in subclause (1), the Territory shall not give the\nCompany a notice of termination under sub-clause (2) until the\ndispute resolution process in clause 17 has terminated.\n(3) The Territory may terminate this Agreement by giving not less than\nninety (90) days notice in writing to the Company if the Company\ngoes into liquidation (other than voluntary liquidation for the\npurposes of reconstruction) and the Agreement shall terminate at\nthe expiration of that ninety (90) day period unless within that period\nthe interest of the Company in this Agreement is assigned to an\nassignee approved in writing by the Territory.\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 26\n(4) The Company may terminate this Agreement by giving not less\nthan one hundred and eighty (180) days notice in writing to the\nTerritory in the event that the Territory:–\n(a) is in default in the due and punctual performance or\nobservance of the provisions in this Agreement, which default\nthe Company reasonably considers material and which has\nnot been remedied within that notice period;\n(b) enacts legislation which significantly increases the obligations\nof the Company in relation to the Merlin Project; or\n(c) enacts legislation which significantly diminishes:–\n(i) the rights of the Company; or\n(ii) the profitability of the Merlin Project;\nand this Agreement shall terminate upon the expiration of that\nnotice period unless such default has been sooner remedied, or\nunless such legislation has been sooner repealed.\n(5) Notice given pursuant to this clause shall specify the nature of the\ndefault or the ground entitling the party to exercise such right of\ntermination.\n(6) A party who has the benefit of a Mortgage shall be entitled but not\nobliged to rectify the default within the relevant notice period.\n(7) This Agreement may be terminated at any time by agreement in\nwriting signed by the Territory and the Company.\n16. Effects of Termination\n(1) On termination of this Agreement, the Company shall immediately\npay all amounts due under this Agreement but unpaid to the\nTerritory.\n(2) Termination of this Agreement shall not terminate the mineral lease\nor any lease, licence, easement or right of way.\n(3) Notwithstanding any notice of termination by the Territory, nothing\nin this Agreement shall prevent the Territory from administering and\nenforcing any law in force in the Territory in its application to the\nCompany, the Merlin Project and the mineral lease.\n(4) Any obligations of confidentiality between the parties shall continue\nafter termination of this Agreement unless otherwise agreed.\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 27\n(5) Termination of this Agreement shall not otherwise affect any\naccrued rights or remedies a party may have against the other\nparty.\n17. Resolution of Disputes\n(1) A party shall not commence court proceedings (except proceedings\nseeking interlocutory relief) in respect of a dispute concerning any\nclause of this Agreement (a Dispute) unless it has complied with\nthis clause.\n(2) A party claiming that a Dispute has arisen shall notify the other\nparty to the Dispute by notice in writing.\n(3) Within ten (10) days after a notice is given under subclause (2)\neach party to the Dispute shall nominate in writing a representative\nauthorised to settle the Dispute on its behalf.\n(4) The parties shall ensure that during the 45 day period after a notice\nis given under subclause (2) (or such longer period as is agreed\nbetween the parties), their representatives shall use their best\nendeavours:\n(a) to resolve the Dispute; or\n(b) to agree on:\n(i) a process to resolve all or any part of the Dispute without\ncourt proceedings (for example, arbitration, mediation,\nconciliation, executive appraisal or independent expert\ndetermination); and\n(ii) the selection and payment of any third party to be\nengaged by the parties and the involvement of any\ndispute resolution organisation.\n(5) The role of any third party will be to assist in negotiating a\nresolution of the Dispute. A third party may not make a decision that\nis binding on a party unless that party's representative has so\nagreed in writing.\n(6) Any information or documents disclosed by a representative under\nthis clause:\n(a) must be kept confidential; and\n(b) may not be used except to attempt to settle the Dispute.\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 28\n(7) Each party must bear its own costs of resolving a Dispute under\nthis clause and the parties must bear equally the costs of any third\nparty engaged.\n(8) After the forty-five (45) day period referred to in subclause (4) (or\nlonger period agreed between the representatives), a party that has\ncomplied with subclauses (2) to (4) may terminate the dispute\nresolution process by giving notice to the other parties to the\nDispute.\n(9) If a party to a Dispute does not comply with any provision of\nsubclauses (1) to (4) the other party to the Dispute will not be\nbound by subclause (1) to (4).\n(10) In the event that a Dispute arises in relation to termination the\ndispute resolution process shall be commenced within the notice\nperiod referred to in clause 15.\n18. Territory Assistance\n(1) The Company may from time to time make such application to the\nCommonwealth or to a Commonwealth agency, authority or\ninstrumentality for the grant to it of any permit, consent, approval,\nauthorisation, licence under the laws of the Commonwealth\nrequired for the purposes of the Merlin Project.\n(2) On the request by the Company and where the Territory considers\nit appropriate, the Territory shall make representations to the\nCommonwealth or to the Commonwealth agency, authority or\ninstrumentality concerned in support of the grant to the Company of\nany permit, consent, approval, authorisation, licence or permission\nreferred to in subclause (1).\n19. No Requirement to Register this Agreement\nFor the avoidance of doubt, it is hereby agreed that this Agreement\ndoes not require approval and registration in accordance with the\nprovisions of Section 173 of the Mining Act.\n20. Notices\n(1) A notice given under this Agreement shall be:–\n(a) in writing; and\n(b) addressed to the address of the recipient specified in\naccordance with this Agreement or as altered by notice given\nin accordance with this clause; or\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 29\n(c) hand delivered or sent by pre-paid post to that address or sent\nby telex or facsimile transmission and immediately confirmed\nby hand delivery or pre-paid post.\n(2) A notice given in accordance with subclause (1) shall be deemed\nreceived:–\n(a) if hand delivered, on the date of delivery;\n(b) if sent by pre-paid post three (3) days after the date of posting;\nor\n(c) if sent by facsimile, on receipt by the sender of a transmission\nreport confirming transmission of the facsimile.\nProvided that any notice hand delivered or sent by facsimile and\nreceived after 5.00 pm on a day shall be deemed to have been\ndelivered at 9.00 am on the next business day.\n(3) Notice shall be sent to the parties at the following addresses:–\nThe Territory\nThe Secretary\nDepartment of Mines and Energy\nPaspalis Centrepoint Towers Building\nSmith Street\nDARWIN NT 0800\nTelephone: (08) 8999 5461\nFacsimile: (08) 8941 4284\nThe Company\nThe Company Secretary\nAshton Mining Limited\nLevel 4\n441 St Kilda Road\nMELBOURNE VIC 3001\nTelephone: (03) 9828 4200\nFacsimile (03) 9828 4211\nor such other address which is advised in writing by one party to the\nother parties from time to time.\n21 Applicable Law\nThis Agreement is governed by the laws in force in the Northern\nTerritory of Australia and, the Company shall comply with all\napplicable laws of the Commonwealth and, subject to this\nAgreement, all laws of the Territory applicable to the Merlin Project.\n\nSchedule\nMerlin Project Agreement Ratification Act 1998 30\nIN WITNESS WHEREOF the parties hereto have hereunto set their\nhands and seals the day and year herein before written.\nSIGNED by Eric Houguet Poole, )\nMinister for Resource Development )\nfor and on behalf of the NORTHERN )\nTERRITORY OF AUSTRALIA ) (Sgd.) Eric Poole\n(Sgd.) R L Adams\n..............................\nWitness\nASHTON MINING LIMITED )\n(A.C.N. 005 466 964) by its )\nAttorney MICHAEL BOHM )\nunder Power of Attorney )\ndated 5 October 1998 )\nin the presence of: ) (Sgd.) Michael Bohm\n(Sgd.) Markus Ziemer\n.............................……\nWitness\n\nENDNOTES\nMerlin Project Agreement Ratification Act 1998 31\nENDNOTES\n1 KEY\nKey to abbreviations\namd = amended od = order\napp = appendix om = omitted\nbl = by-law pt = Part\nch = Chapter r = regulation/rule\ncl = clause rem = remainder\ndiv = Division renum = renumbered\nexp = expires/expired rep = repealed\nf = forms s = section\nGaz = Gazette sch = Schedule\nhdg = heading sdiv = Subdivision\nins = inserted SL = Subordinate Legislation\nlt = long title sub = substituted\nnc = not commenced\n2 LIST OF LEGISLATION\nMerlin Project Agreement Ratification Act 1998 (Act No. 84, 1998)\nAssent date 7 December 1998\nCommenced 22 December 1998 (Gaz S47, 22 December 1998)\nFinancial Relations Agreement (Consequential Provisions) Act 2000 (Act No. 32, 2000)\nAssent date 27 June 2000\nCommenced 1 July 2000 (s 2)\nPenalties Amendment (Children and Families, Health and Primary Industry, Fisheries\nand Resources) Act 2011 (Act No. 28, 2011)\nAssent date 31 August 2011\nCommenced 21 September 2011 (Gaz G38, 21 September 2011, p 4)\nLocal Court (Related Amendments) Act 2016 (Act No. 8, 2016)\nAssent date 6 April 2016\nCommenced 1 May 2016 (s 2, s 2 Local Court (Repeals and Related\nAmendments) Act 2016 (Act No. 9, 2016) and Gaz S34,\n29 April 2016)\n3 GENERAL AMENDMENTS\nGeneral amendments of a formal nature (which are not referred to in the table\nof amendments to this reprint) are made by the Interpretation Legislation\nAmendment Act 2018 (Act No. 22 of 2018) to: ss 1 and 3 and sch.\n4 LIST OF AMENDMENTS\ns 5A ins No. 32, 2000, s 46\nss 7 – 9 amd No. 28, 2011, s 5\ns 11 amd No. 28, 2011, s 5; No. 8, 2016, s 45\ns 15 amd No. 28, 2011, s 5","sortOrder":0}],"analysis":{"kimi_summary":{"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":false,"description":"The legislation remains focused on its original purpose: ratifying the Merlin Project Agreement and providing security arrangements for diamond mining operations. While section 5A (added in 2000) introduced GST adjustments to royalty calculations, this represents a technical amendment to maintain the original fiscal intent following the introduction of the GST, rather than an expansion of scope. The security provisions in Part 3, while extensive, were part of the original 1998 enactment and reflect the high-value, portable nature of diamond resources requiring theft prevention. The legislation has not expanded to cover other industries or projects beyond the specific Merlin diamond mine."},"complexity_factors":["Bifurcated structure: The Act consists of both enabling legislation (Parts 1-3) and a full Schedule containing the detailed Agreement, requiring readers to cross-reference between the two","Nested definitions: Terms defined in the Agreement (Schedule) are incorporated by reference into the Act (e.g., 'Company', 'Contractors', 'mineral lease', 'Merlin Project'), creating a two-layer definition system","Complex royalty calculation formula in clause 5(5)(ii) of the Schedule involving multiple variables (GR, SP, EV, AOP) with recursive references to previous years","GST interaction provisions (section 5A) with conditional logic for input-taxed acquisitions creating an exception to the general exclusion rule","Security powers create conditional hierarchies: different rules apply depending on whether the person is a member of Police Force, authorised officer, or ordinary person (sections 8(6)-(7))","Detention and search procedures (section 11) contain multi-layered conditions: same-sex search requirements, fallback provisions for when same-sex officers unavailable, and special medical examination procedures requiring judicial or consent-based approval","Force majeure clause (clause 14 of Schedule) contains an extensive non-exhaustive list of circumstances plus carve-outs for industrial disputes","Dispute resolution mechanism (clause 17) with mandatory pre-litigation steps, representative nomination requirements, and conditional time periods","Termination provisions (clause 15) with multiple triggers, cure periods, notice periods, and interaction with dispute resolution processes","Legislative supremacy clause (section 4(3)-(5)) creating a 'frozen' legal regime where future statutes cannot implicitly override the Agreement"],"plain_english_summary":"This legislation is a special deal between the Northern Territory Government and Ashton Mining Limited (now part of Rio Tinto) for a diamond mine called the Merlin Project, located near Boomerang Creek.\n\n**What it does:**\n- **Ratifies a contract**: It makes a legally binding agreement between the Territory and the mining company part of Northern Territory law. This contract covers how the mine will operate, how much royalty the company pays the Territory for the diamonds, and special security rules to prevent theft.\n- **Creates a \"fortress\" zone**: The Minister can declare parts of the mine a \"designated area\" with airport-style security. This includes controlled access points, searches of people and vehicles, and powers for private security guards to detain people suspected of stealing diamonds.\n- **Special royalty rules**: It changes how the Territory calculates mining royalties for this specific project. Notably, it treats the diamond processing facility in Perth (Western Australia) as if it were part of the Northern Territory mine site for royalty purposes. It also ensures GST doesn't get included in royalty calculations (with some exceptions).\n- **Overrides other laws**: The agreement operates \"despite anything to the contrary\" in other Territory laws, and future laws can't change the deal unless they explicitly say so.\n\n**Who it affects:**\n- **Ashton Mining Limited**: Gets certainty about royalties, security arrangements, and protection from future law changes that might hurt the project.\n- **Workers and contractors**: Must go through strict security checkpoints, can be searched, and can be detained by private security if suspected of diamond theft.\n- **Northern Territory Government**: Must help with security (police Gold Squad), can't impose discriminatory taxes on the project, and must use \"best endeavours\" to approve infrastructure.\n- **Local businesses**: The company must try to use Northern Territory workers and suppliers where possible.\n\n**Why it matters:**\nThis is an example of a \"state agreement\" — a special legislative deal struck with a major resource project. It gives the mining company extraordinary legal protections and security powers that ordinary businesses don't get. The security provisions are particularly notable: they allow private security guards to exercise powers (detention, search, use of reasonable force) that are normally reserved for police, creating a legal grey zone around the mine."},"flash_summary":{"complexity_score":7,"scope_assessment":{"changed":true,"description":"The Act as reprinted includes substantive amendments after enactment that altered its scope. Notably, s 5A (inserted 2000) changed royalty calculation by specifying GST treatment; ss 7–9 were amended (2011) altering offence and security provisions; s 11 was amended (2011, 2016) affecting detention and court procedures; and s 15 was amended (2011) adjusting regulatory powers. These changes modified financial rules and expanded or clarified security and enforcement powers under the original instrument."},"complexity_factors":["Incorporation of a detailed commercial Agreement (Schedule) that modifies Territory law and is treated as operative despite other Acts (s 4(3)–(6)).","Enforcement mechanism permitting specific performance against the Territory (s 5), creating atypical remedies and obligations on government.","Royalty calculation adjustments linked to GST and Commonwealth definitions (s 5A) and detailed valuation rules in the Agreement (Schedule cl 5).","Extensive Ministerial discretion to declare designated areas and controlled access points (s 6) and to make wide regulations (s 15(1), (4), (5)).","Delegation of coercive powers to privately employed, licensed security officers (definitions; ss 8–11) including stop, search, detention and use of reasonable force.","Criminal offences with significant penalties and shifting evidential burdens (ss 7(2), 11(19), 12), increasing compliance risk for visitors and the Company.","Cross‑jurisdictional processing and valuation rules (treatment/sorting in Perth) that complicate royalty base and compliance (Schedule cl 5(3)–(5)).","Regulatory provisions that can prescribe detailed operational requirements (fences, entry points, detention places) and delegate discretionary standards (s 15(2)–(5)).","Interplay between private contractual terms, statutory ratification and administrative enforcement increases legal and implementation complexity."],"plain_english_summary":"This Act ratifies the Merlin Project Agreement between the Northern Territory and Ashton Mining, authorising its implementation and making its terms operate despite contrary Territory laws. It fixes how royalties are calculated (including GST treatment), allows specific‑performance remedies against the Territory and places financial and reporting obligations on the company. \n\nThe Act also creates a security regime for declared ‘designated areas’: the Minister may declare areas and controlled access points, and licensed company security officers may control access, search property, detain suspects and impose entry conditions, with penalties and police involvement."},"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"issue_detection":{"absurdities":[],"contradictions":[]}},"importantCases":[],"_links":{"self":"/api/acts/merlin-project-agreement-ratification-act-1998","history":"/api/acts/merlin-project-agreement-ratification-act-1998/history","analysis":"/api/acts/merlin-project-agreement-ratification-act-1998/analysis","conflicts":"/api/acts/merlin-project-agreement-ratification-act-1998/conflicts","importantCases":"/api/acts/merlin-project-agreement-ratification-act-1998/important-cases","documents":"/api/acts/merlin-project-agreement-ratification-act-1998/documents"}}