Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010

The instrument is a hybrid: a ratifying Act that imports a long, detailed contractual Government agreement (Schedule 1), and a later ratified variation (Schedule 2), coupled with legislative modifications to the State access legislation and code. The main legal and operational concepts are:

• Ratification of a Government agreement with statutory effect. The scheduled agreement becomes enforceable and operates “despite any enactment or other law” (s 6(1)-(2)). The Agreement itself contemplates that, on commencement as an Act, its provisions operate notwithstanding other laws (Schedule 1, cl 3(4)).

• Special tenure and deviation from ordinary statutory process. The Agreement requires the State to grant a Special Railway Licence and Lateral Access Road licences under the Mining Act as modified by the Agreement (Schedule 1, cl 13). The Agreement also modifies and excludes particular provisions of the Mining Act and regulations (cl 13(7)). The State is empowered to take land for the Project as a public work under the LAA and Public Works Act, subject to specified qualifications (cl 20 and Schedule 2 amendments to clause 4).

• Access regulation tailored to a single railway. The Act inserts definitions and exceptions into the Railways (Access) Act and Code to make the Roy Hill railway part of the railways network (Pt 3, ss 7-11). It gives the Minister power to make targeted modifications to the Access Code for application to this railway (s 12A). It adds the railway route to Schedule 1 (item 53) and to Schedule 4 of the Access Code (new item 53 and Schedule 4 clause 3 insertion).

• Transitional regulatory settings for pricing. The Access Code is amended to allow the Regulator to fix the weighted average cost of capital (WACC) by Gazette notice until the Regulator publishes a determination under the Code (new s 54 in the Access Code as inserted by s 12).

• Conditioning and sequencing of approvals. The Agreement imposes a multi‑step project approval process: the Company must submit detailed proposals (cl 10), obtain Ministerial approvals (cl 11), satisfy environmental approvals under the EP Act and native title processes, secure consent of title holders (cl 7(3)), and secure Port Facilities lease/licence (cl 10(5)(c)). The Agreement sets timeframes for proposals, and contains powers for the Minister to defer, impose conditions, extend dates and ultimately determine the Agreement if conditions are not met (cl 11(1), cl 27, cl 28, cl 11(6)).

• Access obligations and limits prior to statutory access. Clause 15 defines an Access Date and creates rules for access agreements entered into before that date, including an aggregate cap of 55 million tonnes of iron ore products per year for agreements entered before the Access Date (cl 15(4)(b)(ii) and cl 8(1)(e) & cl 10(2)(a)(i)). The Company is obliged to prepare and submit Access Code‑related documents to the Regulator within prescribed timeframes once the Access Act and Access Code apply (cl 15(8)).

• Decommissioning and closure planning introduced by the 2024 variation. The 2024 variation requires the Company to lodge a rail closure plan within six months of the Variation Date; that plan is to be treated as a mine closure plan under the Mining Act, is reviewable every five years and survives termination of the Agreement (Schedule 2, new cl 13(10)-(15)).

• Ministerial discretion with limited arbitration. Many decisions and conditions are vested in the Minister; some decisions are subject to arbitration if the Company considers them unreasonable (see cl 11(4)-(5)). The Agreement also excludes arbitration in certain discretionary matters (cl 32(2)).

Operationally, the Act binds the State to use its statutory powers (e.g. taking land, modifying mining tenures, facilitating Port arrangements) to implement the Project within the framework set out in the Agreement while preserving specific legislative modifications, transitional regulatory arrangements and procedural sequencing for access and closure.

This instrument affects identifiable groups and decision‑makers as follows, using the Act and Agreement text as the source:

• The Company and Guarantors. Roy Hill Infrastructure Pty Ltd is the primary company under the Agreement; Roy Hill Holdings and Roy Hill Iron Ore are guarantors (Schedule 1, heading and cl 35). They bear the principal obligations: design, finance, construct, operate and maintain the SRL Railway, Port Facilities and associated works (cl 10, cl 14, cl 17), are licensees of the Special Railway Licence and Lateral Access Road licences (cl 13(1)-(4)), must implement community and local industry plans (cl 9 and Schedule 2 cl 9A), prepare and implement the rail closure plan (Schedule 2, cl 13(10)-(15)), and provide periodic reports to the Minister (cl 18(3)). They are also liable for indemnities and guarantees (cl 30, cl 35).

• The State and Ministers. The Premier and Ministers are the counterparties and decision‑makers: the Minister is empowered to approve proposals, require changes and impose conditions (cl 11(1)); the Minister for Mines grants the Special Railway Licence and Lateral Access Road licences (cl 13(1)); the State must arrange requisite authority under the LAA (cl 4; Schedule 2 amends to cl 4); the Minister must publish relevant dates in the Gazette (s 15(3); s 12A(4)). The State is empowered to take land for the Project on request of the Company (cl 20). The State, through Ministers and agencies, retains broad rights to enter license land and to regulate the Port (cl 14(6), cl 10(11)).

• Third‑party rail users and potential access seekers. The Agreement anticipates that other users may seek access to the railway. Clause 15 sets access rules and conditions, requires access agreements made before the Access Date to be consistent with later Access Act/Access Code obligations, and obliges the Company to promote access and attract customers (cl 15(5), (7)). Before the Access Date the Minister’s consent is required for access agreements (cl 15(4)(a)). The Act limits pre‑Access Date commercial allocations (55 million tonnes cap for pre‑Access Date agreements) (cl 15(4)(b)(ii)).

• Native title holders, land title holders and local governments. The Company is required to obtain unconditional and irrevocable consents from relevant title holders in acceptable form for land entry and licences (cl 7(3)). The Agreement records that nothing in it exempts State or Company from native title laws (cl 2(2) in Schedule 1) and modifies application of the Aboriginal Heritage Act 1972 as it applies to the Company (Schedule 1 cl 6; Schedule 2 updates cl 6).

• The Regulator and statutory agencies. The Office of the Rail Regulator (Regulator) is given a transitional role for WACC determination (new Access Code s 54). The Regulator will receive documents and must approve or determine various Access Code matters following the Access Date (cl 15(8)). The Port Authority is referenced as grantor of Port Facilities and Port Railway leases/licences (cl 8, cl 14(10)) and the Agreement preserves State rights to regulate Port access in the future (cl 15(10)).

• Contractors, suppliers and local industry. The Company must use local labour, services and suppliers “as far as reasonable and economically practicable” and require its contractors to impose similar obligations (cl 18). The 2024 variation adds a formal local industry participation plan obligation and reporting (Schedule 2, cl 9A and related amendments).

• Commonwealth authorities and competition regulators. Clause 15 originally contemplated an undertaking to the Commonwealth Commission under Division 6 of Part IIIA of the Trade Practices Act and tied the duration of certain Part 3 provisions to the TPA Undertaking Acceptance Date. The 2024 variation replaces references to the Trade Practices Act with the Australian Consumer Law and removes the Company’s prior stated intention to give such an undertaking as at the Variation Date; it amends clause 15 accordingly (Schedule 2, cl 12).

In short, the Act and the underlying Agreement allocate rights and duties among the Company, the State and Ministers, place responsibilities towards third parties (title holders, Port Authority, potential access seekers), and bind the Regulator and administrative agencies through modified statutory regimes and prescribed procedural steps.

The Act enshrines a dense set of duties and rights in the scheduled agreement. The principal duties, rights and decision powers that follow directly from the text are:

Duties on the Company

• Design, funding, construction, commissioning, operation and maintenance: The Company must submit detailed proposals, secure approvals and implement the Project in accordance with approved proposals (cl 10, cl 11, cl 14(1), cl 17). The Company bears the cost of construction and maintenance of private roads and all works (cl 14(14)(a)).

• Regulatory compliance: The Company must comply with environmental laws (EP Act) and Rail Safety National Law (as varied by the 2024 variation), and, when applicable, ensure obligations under the Access Act and Access Code are complied with (cl 14(2)(b)-(c), cl 16(1)-(2)).

• Access‑related obligations: The Company must ensure pre‑Access Date access agreements do not conflict with future Access Act/Access Code obligations, must submit particular documents to the Regulator within prescribed times after the Access Act and Access Code apply to the Railway, and must promote access and attract customers after the Railway Operation Date (cl 15(4)-(8)).

• Community, local industry and reporting duties: The Company must prepare and implement a community development plan (cl 9) and, under the 2024 variation, a local industry participation plan (Schedule 2, cl 9A); the Company must report regularly to the Minister on implementation (cl 18(3)).

• Closure and rehabilitation duties: Under the 2024 variation, the Company must lodge a rail closure plan within six months of the Variation Date, maintain and review the plan every five years, and implement the plan, with obligations surviving termination of the Agreement (Schedule 2, cl 13(10)-(15)).

• Title and consent duties: The Company must obtain all consents of title holders in a form acceptable to the Minister/LAA Minister as precondition to land entry and grant of licences (cl 7(3), Schedule 2 cl 4(3)).

Rights of the Company

• Tenure and operational control: The Company is to be granted a Special Railway Licence (miscellaneous licence under Mining Act) for 30 years with two successive 10‑year renewals, and Lateral Access Road licences for 4‑year terms (cl 13(1)-(4)). The Company shall “own, manage and control the use of the Railway” (cl 14(5)), and hold the Port Facilities Lease and Licence (cl 14(10)).

• Protection from discriminatory measures: The State agrees not to allow discriminatory taxes, rates or charges to be imposed on the Company’s titles, property or project activities (cl 19).

• Assignment ability: The Company may assign or dispose of rights with Ministerial consent, subject to covenants and continued liability unless released (cl 24).

State and Ministerial rights and duties

• Granting of tenure, taking land and facilitation: The State must use powers under the LAA and Public Works Act (as modified) to cause issue of authority and to take land where necessary (cl 4, cl 20; Schedule 2 modifies cl 4 to permit section 182 LAA authority). The State is empowered to take land and license it to the Company (cl 20(1)).

• Approval and regulatory oversight: The Minister approves the Company’s detailed proposals, may require alterations or conditions (cl 11(1)), may extend dates (cl 27), and may determine the Agreement on specified default or other grounds (cl 28). The Minister has a power to modify the Access Code for the railway (s 12A).

• Protective rights: The State retains a right to enter the licensed land in certain circumstances (cl 14(6)). The State may remedy defaults and recover costs (cl 28(4)), and on determination may require removal of works or take ownership of works without compensation (cl 29(2)(a)-(b)).

Regulator duties and transitional powers

• Transitional WACC and document approvals: The Regulator may be required to fix the WACC by Gazette notice until a formal determination under the Access Code is published (new Access Code s 54). The Regulator must receive and approve/dispose of certain arrangement, statements, costing principles, over‑payment rules and other documents submitted by the railway owner under the Access Code once the Code applies to the Railway (cl 15(8)).

Other rights and constraints

• Pre‑Access Date constraints: Until the Access Date, the Minister’s consent is required for access agreements (cl 15(4)(a)), and the Company may only enter agreements that do not allow more than 55 Mtpa carriage of iron ore under pre‑Access Date arrangements (cl 15(4)(b)(ii)); pre‑Access Date agreements must comply with specified Access Code provisions (cl 15(5)(d)) and not fetter future regulatory discretion (cl 15(5)(b)(i)).

• Arbitration and dispute resolution: Many disputes over the Minister’s approval may be referred to arbitration (cl 11(4)-(5) and cl 32), but certain Ministerial discretionary powers are outside arbitration (cl 32(2)).

The Act and Agreement therefore allocate financial, operational and regulatory obligations to the Company (construction, operation, maintenance, compliance, reporting, closure) while reserving significant approval and termination powers to the State and Ministers, and creating transitional regulatory settings and constraints on pre‑Access Date commercial allocations.

The Act itself does not create novel criminal offences; enforcement and sanctions are primarily contractual, statutory licence‑based and administrative. The mechanisms and remedies for non‑compliance set out in the Agreement and the Act are the following, as expressed in the text:

• Determination of the Agreement by the State (clause 28). The State may determine the Agreement where the Company commits material default and does not remedy within 180 days after notice (cl 28(1)(a)-(4)); if the Company goes into liquidation or fails to meet certain operational milestones (e.g. mining or transport commencement within specified periods), the State may also determine the Agreement (cl 28(1)(b)-(f)). The termination triggers the effects set out in cl 29.

• State remedy and cost recovery (cl 28(4)). Instead of immediately terminating the Agreement for default, the State may remedy the default itself or cause it to be remedied and the actual costs incurred are a debt payable by the Company on demand (cl 28(4)).

• Post‑termination consequences (cl 29). On cessation or determination of the Agreement, the Company’s rights under the Agreement and to the Special Railway Licence typically cease; the Company must pay outstanding monies (cl 29(1)(a)-(b)). The Minister may require removal of the railway and return of land to prior condition at Company cost (cl 29(2)(a)). Alternatively, if the Minister does not require removal, the SRL Railway and works become the absolute property of the State without payment of compensation and freed from encumbrances (cl 29(2)(b)).

• Licence and tenure enforcement. The Special Railway Licence and Lateral Access Road licences are granted under the Mining Act as modified. The Agreement modifies the Mining Act’s sections (cl 13(7)), removing or adjusting statutory procedural protections for licence holders in specified respects. That structural modification changes the enforcement context for tenure breaches , licence conditions and the Agreement’s termination provisions interact.

• Arbitration and interim relief. Many disputes as to reasonableness of Ministerial requirements or approvals may be referred to arbitration (cl 11(4)-(5)). The arbitrator is empowered to grant interim extensions of periods or variations of dates in the name of the Minister (cl 32(1) and cl 32(3)), which functions as an enforcement and relief channel when timelines are in dispute.

• Indemnity and third‑party claims (cl 30). The Company indemnifies the State for third‑party claims arising out of the Company’s works or activities, except where the State or its agents are negligent in performing work for the Company as permitted by the Agreement (cl 30). That shifts third‑party liability risk to the Company and creates a contractual enforcement path for the State to seek damages.

• Ministerial non‑performance consequences. The Agreement includes reciprocal protections: the State is constrained from permitting discriminatory taxes or actions that would deprive the Company of rights conferred under the Agreement (cl 19); however, enforcement of such contractual promises would be in accordance with the Agreement’s dispute resolution procedures, including arbitration except where expressly excluded.

• Regulatory compliance and approvals. The Company must secure environmental, native title and Rail Safety Law approvals. Failure to obtain these approvals can stall or prevent the grant of licences (cl 10(1), cl 11(2), cl 13) and can lead to the State exercising termination rights under cl 28 (e.g. if mining has not commenced within required periods, cl 28(1)(c)-(e)).

• Publication and administrative notices. The Minister must publish certain notices (e.g. Undertaking Acceptance Date) in the Gazette (s 15(3)); the Minister also publishes Code modifications (s 12A(4)). Those publication requirements affect the timing of regulatory transitions and the availability of administrative decisions to interested parties.

In short, enforcement is achieved chiefly through contractual remedies (termination, indemnities, recovery of remediation costs), licence conditions within a modified Mining Act framework, arbitration for many disputes, and administrative powers of the Minister and State to approve, vary, or terminate rights and to publish notices which trigger transitions. The Regulator’s role is primarily regulatory rather than punitive in the text (the WACC transitional notice function and approval functions under the Access Code once the Code applies).

The Act and the scheduled agreement purposefully intersect with multiple State and Commonwealth statutes. The text sets out explicit interactions and modifications; only those are reported below.

Primacy and modifying effect

• The Agreement is declared to operate despite any enactment or other law (s 6(1)). Where the Agreement purports to modify or exclude application of an enactment, the enactment is modified or excluded to the extent necessary for that provision to have effect (s 6(2)). That is an express override mechanism to give the Agreement legal force in the face of conflicting State enactments.

Specific statutory interactions and modifications

• Public Works Act 1902. The Act expressly declares that s 96 of the Public Works Act 1902 does not apply to the railway constructed pursuant to the Agreement (s 6(3)).

• Mining Act 1978. The Agreement establishes that the Special Railway Licence and Lateral Access Road licences are granted under the Mining Act but modifies the Mining Act in multiple detailed ways (Schedule 1, cl 13(7)). The Agreement modifies sections 91, 92, 94, 96 and certain mining regulations as specified (cl 13(7)(a)-(i)). The 2024 variation further integrates Additional Infrastructure and imposes rail closure plan obligations that the Minister for Mines will approve and treat as mine closure plans under the Mining Act (Schedule 2, cl 13(9)-(15)).

• Land Administration Act 1997 (LAA) and Public Works Act. Clause 4 and clause 20 of the Agreement require the State to arrange requisite authority under the LAA for Company entry to Crown land. The 2024 variation expressly allows the State to use section 91 or section 182 of the LAA to provide requisite authority and clarifies section 182 may be used as if the Project is a proposed public work (Schedule 2, cl 2).

• Aboriginal Heritage Act 1972. The Agreement modifies the application of the Aboriginal Heritage Act as it affects the Company (Schedule 1 cl 6). That clause inserts drafting that extends references to “owner of any land” to include “the Company” and adds text to s 18(3) about conditions that may be imposed by the Minister in relation to notices from the Company. The 2024 variation refines that treatment (Schedule 2, cl 3), making more explicit that the owner expression includes the Company “to the extent that its requisite authority to enter and be on the relevant land would not otherwise comprise a right contemplated by section 18(1) of the Act.”

• Rail Safety legislation. Schedule 1 uses the term “Rail Safety Act” and the 2024 variation updates that reference to the Rail Safety National Law (WA) Act 2015 (Schedule 2, cl 1(1)(e)). The Agreement requires compliance with rail safety law for construction and operation (Schedule 1, cl 14(2)(b)-(c)).

• Railways (Access) Act 1998 and Railways (Access) Code 2000. Part 3 of the Act modifies how those instruments apply: it inserts definitions to include the Roy Hill railway into the “railways network” (s 8 and s 11 amendments), exempts sidings/spur lines from certain subsections (s 8(3)), inserts s 12A into the Access Act giving the Minister power to modify the Access Code by order for this railway (s 9 / s 12A), and modifies the Access Code to add transitional and route provisions (new s 54 and Schedule 1 item 53; Schedule 4 amendment) (Pt 3 Div 1 and Div 2). The Act anticipates Ministerial orders and Gazette notices will be used to tailor Code application (s 12A(4)).

• Trade Practices Act / Australian Consumer Law. The original Agreement referenced the Trade Practices Act 1974 and Part IIIA processes; the 2024 variation replaces references to the Trade Practices Act with the Australian Consumer Law and removes the Company’s stated intention to give a Part IIIA undertaking as at the Variation Date (Schedule 2, cl 12). Clause 15 as originally drafted linked certain transitional features (expiry of Part 3) to the TPA Undertaking Acceptance Date; Schedule 2 amends clause 15 to update the statutory references and the undertaking statements.

• Environmental Protection Act 1986. The Agreement conditions approvals and implementation on compliance with the EP Act (Schedule 1 cl 10(1), cl 11(1) and elsewhere). The Agreement requires that proposals be subject to the EP Act and that implementation comply with EP Act conditions.

Administrative and regulatory procedure intersections

• Gazette and notice requirements. The Act and Agreement use Gazette publication as a mechanism to effect Code modifications, Regulator notices (WACC), and to publicise the Undertaking Acceptance Date (s 12A(4); Access Code new s 54; s 15(3)). These are administrative triggers that interact with regulatory timetables.

• Regulator functions. The Regulator’s statutory functions under the Access Code remain, but are adjusted by the Act for the Roy Hill railway (e.g. transitional WACC notification by Gazette until determination; the Minister can modify the Code but sections 10-11A do not apply to a modification under s 12A(3)).

Net effect

The Act creates layered legal relationships: the Agreement sits with statutory force above or distinct from certain State enactments for the purposes and persons it addresses; it modifies State land and mining law procedures to create bespoke tenure; it inserts tailored regulatory paths into rail access law; and it requires the Company to comply with environmental, rail safety and native title laws while providing the State with procurement, approval and termination levers. All of these interactions are set out in the text and implemented through Gazette notices, Ministerial approvals and modified statutory rules.

The compilation data within the text records the main legislative milestones and the ratified variation:

• Enactment and Royal Assent (2010). The Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010 (Act No. 43 of 2010) received assent on 28 October 2010. Part 1 commenced on that day, Part 2 and Schedule 1 on 29 October 2010 (cl 2 and compilation table).

• Part 3 commencement (2015). The compilation table records that Part 3 of the Act (the provisions about access to the railway constructed under the Agreement) commenced on 15 August 2015 (Gazette 14 Aug 2015 p. 3243). The Act’s s 2(1)(c) enables different commencement days to be fixed for different provisions.

• 2024 variation agreement ratified (2024/2025). The Act, as amended, incorporates a 2024 variation agreement as Schedule 2. The 2024 variation agreement is dated 13 November 2024 and specifically sets out multiple variations to the Principal Agreement (Schedule 2, heading and clauses). The compilation table records an Amendment Act named Railway (Roy Hill Infrastructure Pty Ltd) Agreement Amendment Act 2025 (No. 4 of 2025), assented 19 June 2025 and largely commencing 20 June 2025 (compilation table). Several sections of the principal Act were amended by No. 4 of 2025, including s 3, s 4, s 6 and s 15 (see bracketed notes after those sections).

Key textual amendments introduced by the 2024 variation and ratified by the Amendment Act (Schedule 2 insertions and modifications) include:

• New defined terms (Additional Infrastructure, Train Loading Infrastructure, Train Unloading Infrastructure, LAA Minister, rail closure plan, Variation Date) and deletion of the Trade Practices Act definition (Schedule 2, cl 1).

• Replacement of clause 4 with a revised “Obligations of the State” clause that allows use of section 91 or section 182 of the LAA to grant land authority, with section 182 to be applied as if the Project is a proposed public work (Schedule 2, cl 2).

• Refinement of Aboriginal Heritage Act treatment (Schedule 2, cl 3).

• Confirmation and specification of Additional Infrastructure and procedures for inclusion of Additional Infrastructure in the Special Railway Licence (Schedule 2, cl 9 and cl 10).

• Introduction of a mandatory rail closure plan, with timeframes and Ministerial approval and arbitration procedures, and survival of closure obligations beyond termination of the Agreement (Schedule 2, cl 13(10)-(15)).

• Addition of a formal local industry participation plan and reporting obligations (Schedule 2, cl 9A) and procurement linkages into cl 18(2).

• Replacement of Trade Practices Act references with Australian Consumer Law in several clauses and insertion of specific statements as at the Variation Date that no TPA undertaking has been given and the Company has no intention to give one (Schedule 2, cl 12).

• Administrative adjustments: allowing electronic notices (clause 34 renumbering), Regulator and arbitration Act updates (Commercial Arbitration Act 2012 substitution), insertion of clauses requiring spatial information and as‑constructed drawings (Schedule 2, cl 21) and Ministerial access to inspect works (new cl 33B).

The compilation table at the end of the printed Act records those dates and the Amendment Act. The 2024 variation text itself is included as Schedule 2 and was inserted into the Act by No. 4 of 2025 (note at end of Schedule 2). The Act now operates with the principal 2010 agreement as varied by the 2024 variation agreement.

The statutory text and the published Schedules contain no reported litigation or court decisions. The Agreement anticipates dispute resolution mechanisms and specifies arbitration procedures (Schedule 1, cl 32). The Act itself does not list any judicial decisions; it records administrative and parliamentary steps (ratification, Gazette notices, laying agreements before Parliament , cl 25(2)-(3) of Schedule 1). The Agreement contemplates arbitration under the Commercial Arbitration Act (originally 1985; Schedule 2 updates this to the Commercial Arbitration Act 2012) for many categories of dispute but excludes some Ministerial discretionary powers from arbitration (Schedule 1, cl 32(2)). The Agreement also provides for the Minister to lay variations on the Table of Parliament and for disallowance by either House (cl 25(2)-(3)).

Because the source text contains no case law and names no judicial decisions, there is no litigation history recorded in the Act or schedules. Any actual litigation arising from implementation of the Agreement (for example, disputes over Ministerial approvals, licence conditions, termination, native title claims, or enforcement of the rail closure plan) would be external to the text and is not reported in the document provided.

Below are practical legal and implementation hazards apparent from the wording of the Act and the Agreement as ratified and varied. Each item is rooted in the source text and sets out the mechanism by which risk, burden or uncertainty arises.

• Ministerial discretion with limited review. The Minister can approve, defer or require conditions for the Company’s proposals (Schedule 1, cl 11(1)). While some decisions are arbitrable (cl 11(4)), the Agreement expressly excludes “discretionary powers” conferred on the State or Ministers from arbitration (cl 32(2)). The consequence is that key approvals and determinations may be subject to limited judicial or arbitral review according to how the Agreement frames discretion.

• Conditional sequencing of tenure and port access. Grant of the Special Railway Licence, Lateral Access Road licences and Port Facility rights are interlinked with approvals, consents and vesting of the Boodarie multi‑user stockyard area (cl 10(1), cl 13(1)). The State is not obliged to ensure vesting of that area nor liable for delays (cl 8(4)-(5)). As a result, the Company’s ability to exercise rights and meet construction timetables depends on third‑party tenure and vesting processes that the State does not guarantee.

• Pre‑Access Date caps and contractual constraints. The Agreement limits pre‑Access Date access agreements to not, “either alone or when taken together,” provide for transport of more than 55 million tonnes per year (cl 15(4)(b)(ii)). That cap binds commercial arrangements entered before statutory access regulation applies and may limit the Company’s ability to monetise capacity if the Access Date is delayed.

• Modification of statutory protections in Mining Act. The Agreement modifies multiple provisions of the Mining Act and regulations for the purposes of the Special Railway Licence (cl 13(7)(a)-(i)). Those modifications narrow certain procedural or statutory protections that a licensee or third party might otherwise assert under the ordinary Mining Act framework.

• Termination consequences and state appropriation. On determination of the Agreement, the State may require removal at Company cost or elect to take absolute ownership of the SRL Railway and works without compensation and freed of encumbrances (cl 29(2)(a)-(b)). That is a stark contractual outcome and imposes a risk on financiers and mortgagees unless appropriate protections are obtained in assignment and security arrangements.

• Default remedy by State and cost recovery. The State may remedy Company defaults and recover costs as a debt (cl 28(4)). That is a practical enforcement mechanism that can impose immediate cash demands on the Company.

• Obligations that survive termination (rail closure). The 2024 variation expressly makes the obligation to implement the rail closure plan survive termination or expiry of the Special Railway Licence and allows the Company to re‑enter land to implement it (Schedule 2, cl 13(14)-(15)). This creates a long‑tail environmental and rehabilitation obligation that financiers and acquirers must factor in.

• Requirement to obtain multiple consents in a specified form. The Company must obtain unconditional and irrevocable consents from title holders in a form acceptable to the Minister and the LAA Minister (cl 7(3), Schedule 2 cl 2(3)). The formulation leaves acceptability subjective and centralises the Minister’s approval in the grant of tenure.

• Transitional regulatory uncertainty on WACC and Code modification. The Minister may modify the Access Code for this railway (s 12A), and the Regulator may fix the WACC by Gazette notice until a formal determination (Access Code new s 54). These administrative mechanisms can generate temporary regulatory settings (including price‑setting) that differ from ordinary Regulator processes; parties must monitor Gazette notices closely.

• Port capacity and timing requirement for expansions. The 2024 variation requires evidence to the Minister’s reasonable satisfaction that Port capacity will be available over the remaining term of the Agreement for additional tonnages if the Company proposes expansion (Schedule 2 cl 9(1)(d)). That ties rail expansions to port capacity availability, a practical coordination risk outside the Company’s sole control.

• Labour and procurement obligations with subjective standards. The Agreement requires use of local labour and suppliers “as far as reasonable and economically practicable” and later formalises a local industry participation plan under the variation (cl 18 and Schedule 2 cl 9A). These are compliance obligations with subjective thresholds that require administrative judgement.

• Interaction with native title and heritage processes. The Agreement repeatedly conditions approvals and actions on native title laws and modifies the Aboriginal Heritage Act application to the Company (Schedule 1 cl 2(2), cl 6; Schedule 2 cl 3). Compliance timelines and outcomes under native title processes remain external to the contractual timetable and can delay approvals subject to the Minister’s discretion.

• Finance and security implications. The special tenure, modified Mining Act rules, survival of closure obligations, and State’s ability to take works without compensation (cl 29) complicate security packages for lenders. The Agreement allows assignment and mortgageing with Ministerial approval (cl 24), but the Company remains liable for performance unless the Minister agrees to release it.

Careful contract and regulatory management, early engagement with Ministers and the LAA Minister, rigorous prospectus on closure liabilities, and monitoring of Gazette and Regulator notices are practical mitigations implied by the drafting.

Compliance under this instrument requires coordinated legal, regulatory, environmental, land, procurement and operational programmes. The following is a structured checklist, grounded in the Act and Agreement text, for the principal compliance actors: the Company, its contractors and the State.

A. Pre‑proposal and proposal stage (Company duties)

1. Continue required studies and keep quarterly written updates to the Minister from the date specified in cl 3(4) until proposal submission as required (cl 5(1)-(2); cl 18(3)(a)). If clause 27 extensions are sought, apply in writing and note the limitations on extensions to cl 10(1) (cl 27(2)).

2. Consult with the Minister to agree SRL Railway begin/end points, corridor route, Lateral Access Roads and other associated infrastructure, and obtain written consents from title holders in a form acceptable to the Minister (cl 7(1)-(3)). Ensure documentation evidencing unconditional, irrevocable consents is obtained and retained for submission (cl 7(3)).

3. Prepare detailed proposals in accordance with cl 10(1) covering the SRL Railway, port facilities, temporary accommodation, water and energy supplies, access roads and local procurement plans. For SRL Railway design, provide for a design capacity not less than 55 Mtpa and a configuration that allows operations of the Pilbara Iron Ore Railways to be carried out on the Railway and vice versa (cl 10(2)(a)(i),(ii)).

4. Ensure environmental approvals under the EP Act and native title processes are addressed before submission of proposals; the Minister’s timing for decision in cl 11(2) is linked to EP Act approvals and completion of native title processes.

B. Licences, tenure and land (Company & State duties)

5. Before applying for the Special Railway Licence, secure the requisite authority under the LAA: obtain all consents required by the LAA Minister and, where relevant, satisfy the State’s requirement to use section 91 or section 182 as provided by Schedule 2 cl 2 (clause 4 in Schedule 1 as amended by Schedule 2).

6. On Ministerial approval or deemed approval of proposals, apply within three months for the Special Railway Licence (cl 13(1)) and Lateral Access Road licences (cl 13(1)(b)) and cooperate to ensure licences are granted on the terms set out.

7. If additional proposals are approved under cl 12 (now expanded by Schedule 2 to include Additional Infrastructure), ensure the Minister for Mines endorses the Special Railway Licence to include the area for such works (cl 13(8)-(9) as modified by Schedule 2).

C. Access regulation compliance (Company duties)

8. Prepare for the Access Date: six months prior to scheduled construction completion, keep the Minister fully informed of likely completion and Railway Operation Date and notify the Minister on the Railway Operation Date (cl 15(2)(b)-(c)).

9. If concluding access agreements prior to the Access Date, secure the Minister’s consent when required and ensure each pre‑Access Date agreement (i) does not cumulatively allow carriage of more than 55 Mtpa, (ii) does not prevent the exercise of Regulator discretion, (iii) is consistent with specified Access Code sections and (iv) will be altered to comply with the Access Act and Access Code at the Access Date (cl 15(4)-(5)).

10. Once the Access Act and Access Code apply, prepare and submit the required arrangements, statements, costing principles, over‑payment rules and other documents to the Regulator within the timeframes in cl 15(8). Monitor the Gazette and the Regulator for any WACC notice under the transitional Access Code provision (new s 54).

D. Community, procurement and labour (Company duties)

11. Prepare and submit the community development plan required by cl 9 prior to submitting proposals under cl 10, and be ready to implement it if approved or deemed approved (cl 9(3)-(6)).

12. Under Schedule 2, prepare and lodge a local industry participation plan immediately after the Variation Date and implement it thereafter; ensure procurement officers, tender procedures and communications are aligned with that plan (Schedule 2, cl 9A).

13. Require contractors to replicate local labour and procurement obligations in contracts (cl 18(2)). Provide regular reports to the Minister as required (cl 18(3)).

E. Rail closure, environment and long‑term obligations (Company duties)

14. Lodge a rail closure plan within six months of the Variation Date for Minister for Mines approval, ensure the plan is reviewable every five years and implement approved plans. Anticipate the rail closure plan obligations survive termination and ensure financial and operational capacity to comply (Schedule 2, cl 13(10)-(15)).

15. Maintain thorough environmental compliance, records, and as‑constructed drawings; be ready to provide spatial information and shapefiles on request to the Minister (Schedule 2, cl 33A(1)-(2)).

F. Contracting, assignment and security (Company)

16. When seeking to assign or grant security, obtain Ministerial consent for assignment or disposition as required (cl 24(1)). Be aware that under cl 24(2) the Company remains liable unless released by the Minister.

17. Ensure guarantee arrangements by the Guarantors are reflected in security documents, and consider the effect of cl 29(2)(b) (State acquiring works without compensation) on mortgagee priorities; coordinate with the Minister on release or relief provisions.

G. Dispute resolution and remedial planning

18. Where the Company considers a Minister’s decision unreasonable in respect of proposals, refer to arbitration within the timelines in cl 11(4). Use arbitration’s powers to seek interim variations or extensions (cl 32(3)) if timing is critical.

19. In events of default, promptly engage with the State to remedy defaults or negotiate realistic remediation plans. If the State elects to remedy defaults, prepare for cost recovery actions and potential cash calls (cl 28(4)).

H. State obligations and monitoring (State duties)

20. Publish required Gazette notices: modifications to the Code (s 12A(4)), Regulator WACC notices (Access Code s 54), and the Undertaking Acceptance Date (s 15(3)). Monitor compliance with the Agreement, tenure grant timelines and native title processes.

21. Where the State is to take land, it must ensure the LAA modifications and procedural steps are observed (cl 20 and Schedule 2 cl 2). The State must engage with title holders and the LAA Minister to obtain consents in acceptable form.

I. Practical record‑keeping and compliance controls (both parties)

22. Maintain a public record and a confidential project record: keep copies of all consents from title holders, the approved proposals, Ministerial approvals, as‑constructed drawings, and all reports filed with the Minister and the Regulator.

23. Implement a monitoring calendar keyed to Gazette notices, Access Date triggers, licence expiry/renewal windows, rail closure plan review dates and reporting deadlines.

24. Secure insurance for third‑party liability and indemnity obligations, and model long‑tail rehabilitation liabilities created by the rail closure plan and survival clauses.

Following the specific clauses cited above, compliance requires cross‑disciplinary coordination (legal, land titles, native title and heritage, environment, procurement, engineering) and proactive engagement with Ministers, the LAA Minister and the Regulator, together with a robust contract, finance and closure plan to account for obligations that survive termination.