Alumina Refinery (Mitchell Plateau) Agreement Act 1971

The Act and the agreements in its Schedules embody several recurring legal and commercial constructs. Set out below are the core concepts stated in the source and their statutory location.

• Ratification with primacy: The Agreement (First Schedule) and variation agreements (Second and Third Schedules) are ratified (ss 3, 3A, 3B). The Act instructs that those documents operate "notwithstanding any other Act or law" (s 3(2); s 3B(2)). The termination agreement is likewise ratified and made to operate despite other laws (s 4(1)‑(2)).

• Defined project area: The Mitchell Plateau area is defined in the Fifth Schedule (Divisions 1-3) by coordinates (Geocentric Datum of Australia 1994) and map references. That statutory definition triggers application of the land and tenement measures (s 2; Fifth Schedule).

• Rights of occupancy and mineral lease regime: The Agreement contemplates rights of occupancy (short‑term grants under the Mining Act) pending grant of mineral leases, and detailed terms for granting mineral leases after a "commencement date" when proposals are approved (First Schedule, Clauses 2(1)(a), 7, 8(1)(a)). The Third Schedule updates references to the Mining Act and contains transitional provisions reflecting the Mining Act 1978 (Third Schedule, Clause 4(1)).

• Infrastructure, town and regional facilities allocation: The Company is contractually obliged to present detailed proposals for port, wharf, refinery, townsite and regional facilities, and to construct and operate them upon approval (First Schedule, Clauses 5, 6, 9). The Agreement contemplates an RDA (regional development authority) to construct regional facilities and provides for head leases and sub‑leases of regional facilities (First Schedule, Clause 5(3)).

• Fiscal package: A schedule of rents and royalties is specified for the mineral lease period (First Schedule, Clauses 9(2)(i) and 9(2)(j)). There are also exemptions from stamp duty for instruments executed under the Agreement (First Schedule, Clause 21), and special valuation and rating arrangements (Clause 10(j)).

• Regulatory modifications and exclusions: The Agreement contemplates modifications to State statutes as necessary to implement its terms (First Schedule, Clause 3(3)(a)‑(d)), and includes express limitations on the State's ability to increase the Company's liabilities by future State legislation (Clause 3(3)(f)). The Agreement also prescribes that some State discretions and matters are not arbitrable (Clause 6(1)(b)).

• Assignment, security and covenanting: The Company may assign and mortgage rights with limitations (First Schedule, Clause 14) and assignees/appointees will be required to execute a deed of covenant. Clause 3(3)(h) addresses mortgage/charge forms and registration in the mining context.

• Environmental and post‑closure obligations: The Company must agree progressive restoration of worked areas and arrangements for disposal of red mud and effluent, with disputes to be resolved by named expert consultants if parties cannot agree (First Schedule, Clauses 9(4)‑(5)).

• Dispute resolution and State discretion: Disputes are, by default, for arbitration under the Arbitration Act 1895 (First Schedule, Clause 19), but certain State discretionary decisions are excluded from arbitration (Clause 19 proviso; Clause 6(1)(b)). The Minister retains broad powers to approve, require alterations, and set conditions for proposals, and may make by‑laws by recommendation (Clause 6; Clause 9(3)).

• Termination and residual rights on termination: The Agreement provides for State termination upon prescribed defaults (First Schedule, Clause 10(m)), and specifies what happens on cessation (Clause 10(n)‑(o)). The termination agreement (Fourth Schedule) formalises termination by agreement and sets out residual indemnities and payments (Fourth Schedule cl 4).

• Statutory land and tenement consequences of termination: The Act cancels Temporary Reserve 5610H by force of s 5A, terminates pending mining tenement applications in the Mitchell Plateau area by force of s 5B, and temporarily prohibits new tenement applications in that area during a specified "designated period" linked to Gazette notice once land is reserved and classified under the Land Administration Act (s 5C).

These concepts structure how the State contracts for large‑scale resource development through a statutory agreement, how regulatory regimes are adjusted to facilitate the project, and how the 2015 termination uniquely rolls back some rights while preserving limited ongoing liabilities and transitional arrangements.

The Act and the included agreements identify and allocate rights, responsibilities and exposure across a small set of concentrated parties and several broader classes of stakeholders. The primary affected parties are:

• The Company and its permitted assigns and associated companies: originally Amax Bauxite Corporation and successors named in the Second and Third Schedules. The Agreement repeatedly refers to "the Company" and contemplates assignment, subletting and appointment of appointees and associated companies subject to deed obligations (First Schedule, Clauses 1 "Company"; 14(1)‑(3)). The 2015 termination agreement identifies Mitchell Plateau Bauxite Co. Pty Ltd and Alcoa of Australia Limited as the companies for the termination mechanics (Fourth Schedule recitals and signature blocks).

• The State of Western Australia and its Ministers and instrumentalities: the State is a contracting party (First Schedule header and clauses). The Minister (for the Ratifying Act, Minister for Mines, and other Ministerial roles) exercises multiple consents, approvals and discretions: approving proposals (Clause 6), fixing commencement dates (Clause 7), consenting to leases and improvements (Clause 8), making by‑laws (Clause 9(3)), invoking termination rights (Clause 10(m)), and providing statutory endorsements under the Mining Act as required (Fourth Schedule cl 4(3)). The Governor in Executive Council is given power to make by‑laws on recommendation (Clause 9(3)).

• Holders of or applicants for mining tenements over Mitchell Plateau area: The Act directly affects "pending applications" for mining tenements defined in s 2 where such applications were made but not determined before the day the termination Act came into operation. Section 5B(1) terminates each pending application in respect of land wholly or partly within the Mitchell Plateau area. Section 5B(2) removes civil recourse against the State, Minister or any person for matters arising from that termination.

• Third parties and potential joint users: The Agreement anticipates third‑party use of Company wharves, port installations and roads on reasonable terms (First Schedule, Clauses 9(2)(e), 9(2)(b)). It also contemplates the Minister inviting third parties (nominated parties) to prepare alternative programmes under Clause 4A (Third Schedule) if the Company fails to submit a programme or the Minister elects to seek other proposals.

• Local government and ratepayers: Clause 10(j) specifies valuation and rating methodology for lands under the Agreement (unimproved value for rating purposes) and a potential election under Local Government Act provisions. That affects local rates and the basis on which local authorities rate the Company’s lands.

• Pastoral lessees, land users and the public: The Agreement and the Act affect rights to use Crown land and public roads in the project area (First Schedule, Clauses 2(1)(c); 10(c)‑(d); 9(2)(b), (f)). After termination, the Fourth Schedule requires the Company to pay for State rehabilitation activities and modifies ongoing obligations for specific mining leases.

• Prospective explorers and tenement applicants generally: Section 5C places a statutory prohibition on new tenement applications for the Mitchell Plateau area during the "designated period" beginning on the day the termination Act came into operation and ending on the day fixed by the Minister after the relevant area has been reserved and classified under the Land Administration Act (s 5C(2)‑(5)). The "relevant area" is defined in s 5C(1).

• Parties with security or mortgage interests: The Agreement addresses mortgages and charges over titles under the Agreement and restricts the approvals required for floating charges and transfers arising from security enforcement, by modifying the application of certain statutory registration and approval requirements (First Schedule, Clause 3(3)(h)). Assignment of rights under Clause 14 requires deeds of covenant by assignees, which will have practical consequences for secured financiers and potential purchasers.

Concentrated benefits attach to the Company under the Agreement: statutory modification of other Acts, peppercorn leases for certain Crown land, earmarked royalties, stamp duty exemptions (First Schedule, Clauses 3(3)(d), 8(1)(b), 21). Diffuse groups affected include local communities, potential tenement applicants, and public users of the region whose ability to obtain mining tenements or pursue claims was curtailed by the 2015 termination measures (s 5B, s 5C). The Fourth Schedule also imposes an indemnity liability on the Company for third‑party claims arising from historical operations (cl 4(5)), limited by enumerated exceptions (cl 4(6)).

This section summarises the principal operative duties the Company and the State owe each other under the Agreement (First Schedule) and the termination mechanics in the Fourth Schedule, with the statutory measures in the Act giving them legal force (s 3, s 4).

Key duties imposed on the Company (Agreement clauses cited):

• Submission, approval and construction obligations: The Company must submit detailed proposals for port, wharf, bauxite and alumina transport, townsite, regional facilities, refinery and other works by dates specified in Clause 5(1). On approval it must construct the refinery and associated works according to the approved programme (Clauses 5, 6, 9(1)(a)‑(b)). The planned refinery capacities are specified (first stage not less than 200,000 tons p.a. by end of year 3; full capacity of 600,000 tons p.a. by end of year 10) (Clause 9(1)(a)).

• Operation, maintenance and public access duties: The Company must operate trams/transport safely, allow reasonable public use of Company roads and allow State/third party access to mineral lease areas subject to reasonable restrictions (Clause 9(2)(a), (b), (f)). It must maintain works in good repair (Clause 9(2)(d)).

• Reporting, returns and inspection: Quarterly returns for bauxite shipped or used, and quarterly royalty payments are required (Clause 9(1)(l)). The Minister for Mines may inspect records and the Company must take steps to satisfy the State on weights and assays (Clause 9(1)(n)).

• Fiscal obligations: Rent for mineral lease at specified rates for the first 21 years and royalties on bauxite produced/shipped are specified, with formulas tied to world aluminium prices for adjustments (Clause 9(2)(i)‑(k)). After 21 years, royalties on shipped bauxite are those prescribed by the Mining Act; royalties on bauxite used in the refinery are to be reviewed by the State before year 22 and every seven years thereafter with a cap mechanism (Clause 9(2)(k)).

• Environmental and closure obligations: Progressive restoration and regeneration of mined areas are required at the Company’s cost, with disputes to be referred to an international firm of consultants as expert determinations if parties cannot agree (Clause 9(4)). Disposal of red mud and effluent must be agreed with the Minister and, if unresolved, referred to expert consultants (Clause 9(5)).

• Indemnities and liabilities: The Company indemnifies the State and its agents for third‑party claims arising out of the Company’s works and operations (Clause 13). Under the termination agreement the Company also indemnifies for third‑party actions arising from past activities, subject to specified exceptions and for a fixed survival period (Fourth Schedule cl 4(5)‑(6)).

Key rights and protections for the Company:

• Rights to mineral leases and special leases: On meeting conditions the State must grant mineral leases of the mining areas for an initial term expiring at 21 years from the commencement date with option to renew (Clause 8(1)(a)). Special leases for port and townsite may be granted at peppercorn rent (Clause 8(1)(b)(i)).

• Deemed modification of other Acts and non‑increase of liabilities: The Agreement provides that certain State Acts are modified to give effect to the Agreement (Clause 3(3)(a)‑(d)), and that no future State Act shall operate to increase the Company’s liabilities or obligations under the Agreement (Clause 3(3)(f)).

• Exemptions and fiscal relief: Exemption from stamp duty for specified instruments executed under the Agreement (Clause 21) and valuation for rating on unimproved value (Clause 10(j)).

• Mortgage and security regime: Clause 3(3)(h) limits approvals required for floating charges and provides that lack of registration under Mining Act will not render equitable charges ineffectual in certain circumstances; Clause 14 permits assignments/mortgages and appointing associated companies to exercise powers subject to covenant requirements.

• Access to arbitration: Disputes are generally referred to arbitration under the Arbitration Act 1895 (Clause 19), with power for arbitrators to grant interim extensions (Clause 19(2)).

Key powers and duties of the State and the Minister:

• Approval and modification powers: The Minister and State may approve, alter or impose conditions on the Company’s proposals (Clause 6(1)). The Minister must disclose reasons for any alterations (Clause 6(1)(a)‑(b)). The Governor in Executive Council may make by‑laws on recommendation of the Company to enable certain public uses and charging regimes (Clause 9(3)).

• Reservation, resumption and disposals: The State may resume land as for a public work and lease or dispose of it to the Company (Clause 3(3)(g)). The State is not to resume works and installations used for the Agreement without Company consent, except where not prejudicial to operations (Clause 8(2)(a)).

• Termination powers: The State may determine the Agreement on specified defaults by notice, may remedy defaults at Company cost and recover sums as debt (Clause 10(m)(i)‑(iii)).

Fourth Schedule termination‑specific duties/rights (ratified by s 4):

• Termination effects: The Principal Agreement is terminated on the Operative Date (Fourth Schedule cl 4(1)), but antecedent breaches and indemnities remain (cl 4(2)).

• Transitional lease regime: Cape Bougainville Mining Leases continue under the Mining Act but cease to have the benefits conferred by the Principal Agreement; reporting and expenditure obligations are modified for a defined period with an endorsed register entry requested under section 103G of the Mining Act (Fourth Schedule cl 4(3)).

• Payment and rehabilitation: The Company must pay $760,000 within 14 days after the Operative Date for rehabilitation and State on‑ground activities in the Temporary Reserve area (cl 4(4)).

• Survival and limitation of indemnities: The Company’s indemnity to the State survives for 20 years post‑Operative Date but is limited by specific carve‑outs (cl 4(5)‑(6)).

These duties and rights are contractual in form but lawful and enforceable because the Act ratified the Agreement (s 3) and the termination agreement (s 4). Enforcement remedies are contractual (termination, damages, debt recovery for remedial costs) and administrative (refusal of ministerial consents), with arbitration available for many disputes (First Schedule, Clause 19) except where the Agreement excludes arbitrability for certain State decisions (Clause 6(1)(b)).

The Act itself contains no criminal sanctions. Enforcement of obligations under the Agreement is primarily civil and administrative, implemented through contractual remedies, statutory primacy of the Agreement, and administrative actions available to the State. The source provides the following enforcement mechanics and consequences.

• Termination for default: Clause 10(m) in the Agreement grants the State a contractual right to determine the Agreement where the Company defaults on covenants or abandons operations, subject to notice requirements and cure periods. The notice must specify the nature of default and, where relevant, name responsible parties (First Schedule, Clause 10(m)(ii)). If the State elects, rather than terminating, it may itself remedy defaults and recover the remedial costs as a debt from the Company (Clause 10(m)(i)).

• Debt recovery for remedial costs: As noted, the State may enter the Company’s lands and remedy defaults at the Company’s cost; the expense becomes a debt payable on demand (Clause 10(m)(i)). That mechanism imposes a direct financial enforcement lever short of termination.

• Arbitration and non‑arbitrable matters: Clause 19 provides arbitration under the Arbitration Act 1895 for disputes "arising out of or in connection with" the Agreement unless otherwise specifically provided. The Agreement, however, excludes arbitration for certain State disapprovals in relation to RDA financing proposals (Clause 6(1)(b)) and elsewhere reserves discretion not subject to arbitration. The arbitrator has power to grant interim extensions of time (Clause 19(2)). Where an arbitration decision is adverse to the Company in respect of certain proposal disputes, the Agreement may provide consequences including potential lapse if the Company does not accept an adverse award within prescribed periods (Clause 6(2)).

• Statutory determinative acts: The Act itself applies unilateral statutory measures which have immediate legal effect: cancellation of Temporary Reserve 5610H by force of s 5A; termination of pending tenement applications by force of s 5B(1); and a prohibition on new tenement applications in the Mitchell Plateau area during a "designated period" under s 5C(2). Section 5B(2) removes causes of action against the State, Minister or any other person for matters arising from termination of pending applications, thereby foreclosing an avenue of civil redress by applicants affected by that statutory termination.

• Administrative endorsement under Mining Act: The Fourth Schedule requires the State to cause an endorsement in the Mining Act register under s 103G where the Cape Bougainville Mining Leases are affected (Fourth Schedule cl 4(3)). That is an administrative enforcement mechanism ensuring public record of the changed obligations for those leases.

• Financial obligations and timelines: The Agreement sets recurring and enforceable financial duties with precise timeframes: quarterly royalty returns (Clause 9(1)(l)) and payments within 30 days after each quarterly period; rents for mineral leases payable annually in advance (Clause 9(2)(i)). Failure to comply with these payment obligations would create contractual default triggers potentially leading to termination or recovery actions.

• Possession and vesting on termination: Clause 10(o) provides that on cessation or determination of leases, improvements (other than plant/equipment and refinery and ancillary buildings) shall become the absolute property of the State without compensation and freed of encumbrances. That clause creates a statutoryised automatic vesting at termination as a practical enforcement and proprietary consequence of cessation.

• Indemnities and survival: The Company indemnifies the State against third‑party claims arising from the Company’s works and operations (Clause 13). Under the Fourth Schedule, a continuing indemnity exists for 20 years after the Operative Date (cl 4(5)), subject to the enumerated exceptions (cl 4(6)), which creates a long‑tail financial exposure enforceable by the State at law.

• Insolvency consequences: Clause 10(m)(i) contemplates liquidation as an event that may enable the State to determine the Agreement. That clause treats voluntary reconstruction liquidations differently from liquidations for insolvency, thereby linking corporate status and insolvency events to contract survival.

In short, the Agreement enforces compliance through a combination of contractual termination and remedial powers, financial liabilities and reporting and inspection obligations, administrative registration and endorsement on State registers, and a statutory bar and compulsion mechanism via the Act itself (notably s 5A‑5C). Arbitration is available for many disputes except in circumstances where the State’s discretionary powers are expressly insulated from arbitration. The Act’s s 5B(2) removes potential civil claims for those whose tenement applications were terminated under that provision.

The Agreement as ratified by the Act expressly anticipates and forestalls potential conflicts with other State statutes by specifying how certain State Acts will be treated for the purposes of the project; the Act and Schedules therefore produce explicit legal interactions.

• Express modification and primacy: The Agreement provides that on ratification, its provisions "shall operate and take effect notwithstanding the provisions of any Act or law" (First Schedule, Clause 3(3)). Clause 3(3)(a) states that the Mining Act, Land Act, Transfer of Land Act and Public Works Act "shall be deemed modified and amended to the extent necessary to enable full force and effect to be given to this Agreement". The Agreement then lists specific deletions and substitutions in those Acts (Clause 3(3)(b)‑(d)). Section 3 of the Act gives statutory force to that ratification and modification, declaring the Agreement to be carried out as though its provisions had been enacted.

• Mining Act transition and references: The Third Schedule (Second Variation Agreement) amends definitions to introduce explicit references to the Mining Act 1904 and Mining Act 1978 and provides transitional arrangements so that rights of occupancy continue to be granted under the 1904 Act notwithstanding repeal (Third Schedule, Clause 4(1) and (2)(a)). The Act’s definitions refer to "pending application" and "tenement application" for the Mining Act 1978 (s 2). The Fourth Schedule requires that the State, on application, cause an endorsement under section 103G of the Mining Act 1978 to record the post‑Operative Date position of the Cape Bougainville Mining Leases (Fourth Schedule cl 4(3)), which links the termination agreement directly into the registry and reporting processes of the Mining Act regime.

• Land Administration Act: Section 5C(4) links the end point of the "designated period" (during which tenement applications are prohibited) to the Minister being satisfied that the "relevant area" has been reserved under the Land Administration Act 1997 Part 4 for the purposes of a national park and classified as a Class A reserve. The Minister then fixes the day by Gazette notice (s 5C(4)‑(5)). This creates an explicit dependency on land reservation and classification processes under the Land Administration Act.

• Transfer of Land and registration matters: The Agreement contemplates substitutional modifications to the Transfer of Land Act 1893 (First Schedule, Clause 3(3)(c)), and Clause 3(3)(h) addresses registration and the effect of non‑registration under the Mining Act on mortgage efficacy for certain floating charges, which interacts with land and mining registration regimes.

• Local government rating and Local Government Act: Clause 10(j) affects rating by declaring valuation for rating purposes to be on an unimproved value basis for lands under the Agreement. The clause also notes that nothing prevents the Company making an election under section 533B of the Local Government Act 1960, evidencing an explicit interaction with rating law.

• Public Works, Jetties, Water and Electricity Acts: The Agreement anticipates State power to resume land as for public works under the Public Works Act (Clause 3(3)(g)), contemplates special leases under the Jetties Act 1926 (Clause 1 definition of "special lease"), and provides for powers resembling those of water boards and supply authorities under the Water Boards Act 1904 and Electricity Act 1945 for the purposes of water and power supply (Clause 10(a)).

• Arbitration Act and dispute resolution: Clause 19 refers to arbitration under the Arbitration Act 1895 for most disputes, but carves out instances where the State has discretionary powers that are not arbitrable. That interaction means parties must consult both the Agreement’s arbitration structure and the State’s statutory arbitration regime.

• Termination and bar on tenement applications: Sections 5A-5C are direct statutory commands that operate "despite anything in" the Mining Act 1978 (s 5C(2)). Section 5B terminates pending tenement applications (as defined in s 2) and extinguishes civil claims for that termination (s 5B(2)), which directly displaces potential rights and remedies under the Mining Act and general administrative law for applicants whose applications are terminated.

• Registration/endorsement: The Fourth Schedule contemplates administrative steps under the Mining Act 1978 to record modified reporting obligations for specific leases (cl 4(3)). That requires the State to take action under the Mining Act registry provisions.

Taken together, the Act and the Agreement reorganise and in part displace parts of the State’s general mining, land and regulatory statutes for the project and for the termination measures. The Agreement anticipates statutory modification to allow the negotiated package to function, and the 2015 termination schedule relies on the Land Administration Act and the Mining Act for its implementation mechanics. Where the Agreement or the termination schedule operates "despite" other law (s 3(2), s 3B(2), s 4(2)), those provisions create a statutory priority but do so within the limited scope of the Agreement text and the specific schedules.

The compilation table in the source and the content of the Schedules show a sequence of statutory and contractual amendments that materially changed the Agreement over time. The principal chronological markers in the source are:

• Original ratification and enactment: Alumina Refinery (Mitchell Plateau) Agreement Act 1971 (No. 67 of 1971), assented 22 December 1971 and commencing the same day. The First Schedule to the Act contains the original Agreement executed 17 November 1971 and sets out the foundational rights and obligations (First Schedule Clauses 1-23).

• First Variation Agreement 1972: The Second Schedule is the First Variation Agreement made 31 August 1972 (see note "Second Schedule inserted: No. 60 of 1972 s. 5"). That Variation deferred obligations, adjusted timelines, altered rentals for rights of occupancy (increasing them in staged amounts), and introduced Alcoa involvement by requiring Alcoa to notify the State of plans to expand the Pinjarra refinery site (Second Schedule, Clauses 4, 5, 6). The Variation also extended the dates by which the Company had to submit its detailed proposals (Clause 6 in the Second Schedule).

• Subsequent amendments in the 1970s: The Second Schedule notes an amendment dated 15 May 1973 (referenced in the Third Schedule recitals). The compilation table also lists a reprint as at 6 September 2002 which consolidated prior amendments up to that date (compilation table note).

• Second Variation Agreement 1985: The Third Schedule is the Second Variation Agreement dated 29 October 1985 (No. 90 of 1985). It effected substantial reworking of definitions (introducing explicit references to the Mining Act 1904 and Mining Act 1978), adjusted rights of occupancy rental schedules and mechanics (Third Schedule, Clause 4(2)), introduced Clause 4A to allow the Minister to invite third parties and nominate a "nominated party" for alternative programmes (Third Schedule, Clause 4(4)), required the Company to surrender portions of the rights of occupancy by 31 December 1985 (Clause 4(3)(6)), adjusted key timing dates for submission and approval of proposals and extended various deadlines (Third Schedule, Clause 5(5), Clause 4(6)). The Third Schedule also preserves rights for the Company in a suspended scenario and sets out an assignment mechanism by which a nominated party may acquire the Company’s rights should certain conditions be met (Third Schedule, Clause 4A(5)).

• Later technical reprints/formatting: The Standardisation of Formatting Act 2010 made formatting and heading changes to the reprint (compilation table entry: No. 19 of 2010). These are formatting and not substantive policy changes to the Agreement.

• Termination Agreement 2015 and associated Act: The Alumina Refinery (Mitchell Plateau) Agreement (Termination) Act 2015 (No. 31 of 2015) inserted key provisions into the 1971 Act. The Fourth Schedule reproduces the 2015 termination agreement executed 20 February 2015 between the Premier (on behalf of the State) and the then‑relevant companies (Mitchell Plateau Bauxite Co. Pty Ltd and Alcoa of Australia Limited). The 2015 measures include ratification of the termination agreement by s 4, cancellation of Temporary Reserve 5610H by s 5A, termination of pending mining tenement applications by s 5B, and a temporary prohibition on new tenement applications in the Mitchell Plateau area during the designated period in s 5C. The Fourth Schedule also sets out transitional measures affecting the Cape Bougainville Mining Leases, the $760,000 rehabilitation payment (cl 4(4)), and the post‑operative indemnity regime (cl 4(5)‑(6)).

The source’s compilation table summarises the Acts and amendment instruments. The Act as reprinted incorporates the First, Second and Third Schedules' agreements and the Fourth Schedule termination agreement, with the most recent substantive change being the 2015 termination package (No. 31 of 2015) which added s 3B, s 4, ss 5A-5C, the Fourth Schedule and the Fifth Schedule defining the Mitchell Plateau area.

Any future amendment would need parliamentary action consistent with the statutory ratification procedures the agreements themselves contemplated (for example, the Agreement envisaged State introduction of Bills to ratify variations and RDAs in particular cases - see First Schedule Clauses 2(b), 8(1)(c) and Second/Third Schedule requirements to introduce Bills for ratification). The Act’s text shows a history of negotiated, bilateral adjustments memorialised as Schedules and then given statutory force by Parliament.

The text supplied does not record any court judgments, litigation outcomes, or reported cases concerning the Agreement, its variations, or the termination agreement. The Agreement contains its own dispute resolution regime that channels most disputes into arbitration under the Arbitration Act 1895 (First Schedule, Clause 19), while expressly excluding from arbitration certain matters where the State is given discretionary powers (Clause 6(1)(b) and Clause 19 proviso). The Agreement also prescribes arbitration timeframes and consequences for non‑acceptance of adverse awards in specified contexts (Clause 6(2)).

The Fourth Schedule termination agreement establishes an operative mechanism now in the statute (s 4) and specifies contractual post‑termination liabilities (indemnities and payment obligations) and administrative steps (registry endorsement under the Mining Act 1978). But the source provides no record of judicial determinations, appeals, or other litigation outcomes , it contains procedural and adjudicative mechanisms (arbitration and expert determinations for environmental/technical disputes, Clauses 9(4)‑(5) and 19) but the source does not name any cases or judicial authorities. Where a dispute falls outside arbitration (for example where the State has reserved a non‑arbitrable discretion), civil litigation could be a theoretical alternative, but the Agreement and the Act themselves specify internal remedies and mechanisms; the source supplies no case law or controversy history to analyse.

Readers needing an account of litigation arising from implementation or termination (for example, judicial review of ministerial decisions, arbitration awards or claims arising from the termination of pending applications) will need to consult case law databases and court records outside this source, because the statutory text and schedules do not themselves include any reported litigation history.

The Act and the Agreement contain several provisions that produce legally significant, sometimes counterintuitive, effects for parties and practitioners. These are points that often attract attention in transactions of this kind and are drawn directly from the source.

• Statutory primacy and override: The Agreement is declared to operate "notwithstanding any other Act or law" (s 3(2); First Schedule, Clause 3(3)). That means provisions in the Agreement that conflict with State laws identified in Clause 3(3) are to be treated as modifying or displacing those laws to the extent necessary. Practitioners should note a company’s contractual rights derive statutory primacy through the ratifying Act, not merely private contract.

• Termination of pending mining applications without compensation: Section 5B(1) terminates each "pending application" for tenements over the Mitchell Plateau area. Section 5B(2) then states that "No action, claim or demand lies against the State, the Minister or any other person in respect of any matter or thing arising from the termination of a pending application under this section." That is an explicit statutory bar on civil claims in relation to the termination of pending applications, so affected applicants have no statutory cause of action under the Act for loss resulting from the termination.

• Temporary prohibition on new tenement applications until land reservation/classification: Section 5C prohibits tenement applications in respect of land in the Mitchell Plateau area during the "designated period" (s 5C(2)). The designated period begins on the day the termination Act came into operation (s 5C(3)(a)) and ends on the day fixed by the Minister under s 5C(4) which only occurs once the relevant area has been reserved under the Land Administration Act Part 4 for a national park and classified as a class A reserve. The Minister must fix the day by Gazette notice and the ending day is the day after publication (s 5C(5)). The practical effect is potentially indefinite prohibition until the administrative land reservation process concludes and the Minister publishes the Gazette notice.

• Vesting of improvements on termination: Clause 10(o) provides that on cessation of any lease, license or easement granted under the Agreement all improvements (except plant and equipment and refinery and ancillary buildings) "shall become and remain the absolute property of the State without compensation and freed and discharged from all mortgages and encumbrances." Companies must recognise that many permanent improvements will vest in the State at termination without compensation unless other arrangements are negotiated.

• Limited arbitrability and State discretion: While arbitration is the default route for disputes (Clause 19), Clause 6(1)(b) allows the State to disapprove RDA financing proposals on the ground that it is not satisfied appropriate financial arrangements can be made, and that disapproval is explicitly non‑arbitrable. The Agreement contains multiple instances where State discretion is insulated from arbitration. A party relying on arbitration remedies must therefore map which disputes are excluded and which are arbitrable.

• Assignment and covenants: Under Clause 14(1) the Company may assign, mortgage or sublet but assignees or appointees must execute a deed of covenant acceptable to the Minister to assume obligations. Clause 14(2) then retains the Company’s residual liability unless the Minister releases it. Therefore financiers acquiring security or taking assignment must ensure covenant and release mechanics are executed by the State to remove residual liability.

• Mortgage and registration quirks: Clause 3(3)(h) modifies the application of certain Mining Act/Transfer of Land Act provisions so that floating charges and transfers in exercise of power of sale do not require approvals other than under Clause 14 and that absence of registration under the Mining Act will not render such equitable charges ineffectual in certain circumstances. That modifies lenders’ typical registration-based certainty, and practitioners should map how those modified registration and approval rules operate practically for security enforcement.

• Post‑termination indemnity tail: The Fourth Schedule creates a 20-year indemnity survival (cl 4(5)). While the Fourth Schedule also contains carve‑outs limiting the Company’s indemnity exposure for certain categories (cl 4(6)), the existence of a multi‑decade liability risk requires companies and insurers to consider long‑tail exposure to third‑party claims deriving from historic operations.

• Surrender and reduction of rights of occupancy: The Third Schedule (Clause 4(6)) requires the Company to surrender by 31 December 1985 areas equal to at least one half of the aggregate area of the mining areas, structured as not more than five discrete rectangular (or near-rectangular) areas. That is an administratively exacting spatial requirement that affects exploration and resource control.

• Deadline and "failure to approve" consequences: The Agreement sets hard dates and sequences for proposal submission (Clause 5) and for approval, with consequences for failure to have every detailed proposal approved by certain dates (Clause 6(3)). If all proposals are not approved by specified deadlines the Minister may give 12 months’ notice intending to determine the Agreement. Timeframes have been amended in the variation schedules, so practitioners must check which dates are operative in the current text.

• By‑laws and liability limitations: The Governor in Executive Council may, on the Company's recommendation, make by‑laws about use of wharf, townsite facilities and charges (Clause 9(3)). Those by‑laws can include limitation of liability terms thereby altering third‑party remedies in relation to Company‑administered services.

These operational features and clauses have direct commercial consequences. The statutory termination machinery (s 5A-5C and the Fourth Schedule) in particular imposes irreversible changes to rights and applicant remedies and requires active administrative steps by the Minister for the designated period to end.

Compliance under this legal framework requires parallel administrative and commercial actions by the Company, the State and third parties. The obligations derive from the Agreement text given statutory effect by the Act (s 3) and, where applicable, from the termination agreement ratified by s 4 and the express statutory provisions s 5A-5C. Below are the practical compliance steps suggested by the source text, tied to the clauses.

For the Company (or assignees):

1. Maintain documentary accuracy on submissions and approvals: Ensure detailed proposals required by Clause 5(1) (port, refinery, transport, townsite, regional facilities, marketing and finance evidence) are assembled and submitted within the applicable dates as amended by the Second and Third Schedules (see Second Schedule Clause 6 and Third Schedule Clause 5(5)). Keep full records to satisfy the Minister and, if necessary, arbitrators.

2. Meet construction and staged capacity obligations: If proceeding, implement the refinery construction schedule in Clause 9(1)(a) , first stage of 200,000 tons p.a. by end of Year 3, and 600,000 tons p.a. by end of Year 10 , and document progress for Ministerial review. If financing constraints are present, make the formal written extension requests specified in Clause 5(5) where applicable.

3. Adhere to financial reporting and royalty payment cycles: Lodge quarterly returns in January, April, July and October with royalty payments within 30 days after each quarter (First Schedule, Clause 9(1)(l)). Keep accessible records for Minister for Mines inspection (Clause 9(1)(n)) and obtain independent certification for weights and assays where helpful.

4. Execute required covenants on assignment and provide deeds: Where assignments, mortgages or appointees are arranged under Clause 14, ensure assignees/appointees execute the required deed of covenant in a Minister‑approved form and that the Company secures the Minister’s required release where desired (Clause 14(1)‑(2)).

5. Meet environmental and closure obligations and expert determinations: Agree and document progressive restoration plans under Clause 9(4), and if agreement cannot be reached, nominate and accept the internationally reputable firm to decide as expert. For effluent handling and red mud disposal follow Clause 9(5) and be prepared to submit to an expert if disputes persist.

6. If termination ratified and Operative Date in force: Follow the Fourth Schedule’s transition obligations , arrange the $760,000 payment to the State within 14 days of the Operative Date (Fourth Schedule cl 4(4)); accept that pending tenement applications were terminated by s 5B and that no claims lie against the State by s 5B(2); implement any indemnity management and insurance for the 20‑year tail subject to the exceptions in Fourth Schedule cl 4(6).

7. Secure approvals and maintain airstrip/roads where required: Under Third Schedule amendments (Clause 4(5)) maintain the airstrip and access road in operational condition except during suspension periods; ensure that, if the Minister nominates a third party (Clause 4A), proper confidentiality and information transfer agreements are executed before releasing non‑public data.

8. Prepare for by‑laws and third‑party joint user arrangements: If the Governor in Executive Council makes by‑laws under Clause 9(3), ensure compliance with charge and user provisions, and negotiate joint usage terms where applicable.

For the State and Ministerial Offices:

1. Follow statutory ratification and Gazette processes: Introduce and sponsor the required ratifying Bills (First Schedule Clauses 2(b) and 3A/3B texts historically required Bills) and, for the termination, ensure the termination agreement is ratified per s 4 and that the Minister publishes the Gazette notice required by s 5C(4) once the relevant area is reserved and classified under the Land Administration Act.

2. Administer approvals within specified times and disclose reasons: Give approvals or requests for alteration within the timeframes in Clause 6(1) and disclose reasons for alterations per Clause 6(1)(a). For RDA financing proposals, the State must identify disapproval reasons and those decisions are explicitly non‑arbitrable (Clause 6(1)(b)).

3. Maintain registry endorsements and administrative records: On application under section 103G of the Mining Act, cause endorsements on the register as required by the Fourth Schedule cl 4(3) to record the modified reporting/expenditure regime for the Cape Bougainville Mining Leases.

4. Manage the designated period and tenement prohibition: Track the conditions for ending the designated period under s 5C(4) and publish the Gazette notice once the relevant area is reserved and classified as Class A reserve under the Land Administration Act. Until that publication, enforce the statutory prohibition in s 5C(2) preventing new tenement applications over the Mitchell Plateau area.

5. Enforce remedial powers and recover costs: Where Clause 10(m) defaults occur, give the specified notices and, if necessary, exercise the State’s power to remediate defaults and recover costs as a debt. Follow the procedural notice requirements set out in Clause 10(m)(ii) and (iii).

For third parties and tenement applicants:

1. Recognise statutory terminations and prohibitions: Where a "pending application" was terminated by s 5B(1), no claim lies against the State under s 5B(2). New tenement applications over the Mitchell Plateau area are prohibited during the designated period (s 5C(2)). Prospective applicants should check whether their desired land falls within the Fifth Schedule coordinates and hence within the Mitchell Plateau area (Fifth Schedule Divisions 1-