Diamond (Argyle Diamond Mines Joint Venture) Agreement Amendment Act 2001 (WA)

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Western Australia

Diamond (Argyle Diamond Mines Joint

Venture) Agreement Amendment Act 2001

Western Australia

Diamond (Argyle Diamond Mines Joint

Venture) Agreement Amendment Act 2001

CONTENTS

1.

Short title

1

2.

Commencement

2

3.

The Act amended

2

4.

Section 2 amended

2

5.

Part II heading amended

3

6.

Section 3A replaced and section 3B inserted

3

3A.

First supplementary agreement

3

3B.

Second supplementary agreement

3

7.

Schedule 4 inserted

3

Schedule 4

Western Australia

Diamond (Argyle Diamond Mines Joint

Venture) Agreement Amendment Act 2001

No. 39 of 2001

An Act to amend the Diamond (Argyle Diamond Mines Joint Venture)

Agreement Act 1981.

[Assented to 7 January 2002]

The Parliament of Western Australia enacts as follows:

1.             Short title

This Act may be cited as the Diamond (Argyle Diamond Mines

Joint Venture) Agreement Amendment Act 2001.

Diamond (Argyle Diamond Mines Joint Venture) Agreement Amendment

Act 2001

s. 2

2.             Commencement

This Act comes into operation on the 28th day after the day on

which it receives the Royal Assent.

3.             The Act amended

The amendments in this Act are to the Diamond (Argyle

Diamond Mines Joint Venture) Agreement Act 1981*.

[* Act No. 108 of 1981.

For subsequent amendments see 2000 Index to Legislation of

Western Australia, Table 1, p. 118.]

4.             Section 2 amended

Section 2 is amended as follows:

(a)

by deleting the definitions of “Schedule”, “section” and “subsection”;

(b)

by inserting after the definition of “the Company” the following definition —

“

“the first supplementary agreement” means the

agreement a copy of which is set out in

Schedule 3;

”;

(c)

by deleting the definition of “the Supplementary Agreement” and inserting the following definition instead —

“

“the second supplementary agreement” means the

agreement a copy of which is set out in

Schedule 4.

”.

Diamond (Argyle Diamond Mines Joint Venture) Agreement Amendment

Act 2001

s. 5.

5.             Part II heading amended

The heading to Part II is amended by inserting after

“AGREEMENT” —

“ AND SUPPLEMENTARY AGREEMENTS ”.

6.             Section 3A replaced and section 3B inserted

Section 3A is repealed and the following sections are inserted

instead —

“

3A.

First supplementary agreement

The first supplementary agreement is approved and

ratified.

3B.

Second supplementary agreement

The second supplementary agreement is approved and

ratified.

”.

7.             Schedule 4 inserted

After Schedule 3 the following Schedule is inserted —

“

Schedule 4

[s. 2]

THIS AGREEMENT is made the 15th day of October 2001

BETWEEN

THE HONOURABLE GEOFFREY IAN GALLOP BEc, MA, MPhi1, DPhi1, MLA, Premier of the State of Western Australia, acting for and on behalf of the said State and its instrumentalities from

time to time (hereinafter called “the State”) of the one part

AND

Diamond (Argyle Diamond Mines Joint Venture) Agreement Amendment

Act 2001

s. 7

CAPRICORN DIAMONDS LIMITED ACN 009 102 621, part

ASHTON ARGYLE HOLDINGS PTY LIMITED

ACN 083 175 991 and AML NOMINEES LIMITED

ACN 006 378 329 each of 2 Kings Park Road, West Perth, Western

WHEREAS:

(a)

the State and the Joint Venturers are now the parties to the agreement ratified by the Diamond (Argyle Diamond Mines Joint Venture) Agreement Act 1981 which agreement has been varied by the agreement ratified by the Diamond (Ashton Joint Venture) Agreement Amendment Act 1983 and which (as so varied) is hereinafter called “the Principal Agreement”;

(b)

pursuant to Clause 18 of the Principal Agreement Mining Lease No. 275SA (hereinafter called “the Ellendale Mining Lease”) has been granted in respect of the area defined in the Principal Agreement as the Ellendale mining area; and

(c)

the Joint Venturers desire to sell the Ellendale Mining Lease and for such purpose the parties hereto desire to further vary the Principal Agreement and the Ellendale Mining Lease as provided herein.

NOW THIS AGREEMENT WITNESSES —

1.

Subject to the context words and phrases used in this and for the purpose of the Principal Agreement.

2.        The State shall introduce and sponsor a Bill in the Parliament of Western Australia to ratify this Agreement and endeavour to secure its passage as an Act prior to 30 June 2002 or such later date as the parties hereto may agree.

3.

(1)

The provisions of this Agreement other than this Clause and Clauses 1 and 2 shall not commence to operate until the Bill referred to in Clause 2 has been passed by the

Parliament of Western Australia and comes into operation as an Act.

Diamond (Argyle Diamond Mines Joint Venture) Agreement Amendment

Act 2001

s. 7

(2)

If before 30 June 2002 or such later date as may be

agreed pursuant to Clause 2 the said Bill has not come

into operation as an Act then unless the parties hereto

otherwise agree this Agreement shall cease and determine

and no party hereto shall have any claim against any

other party hereto with respect to any matter or thing

arising out of done performed or omitted to be done or

performed under this Agreement.

(3)

On the said Bill coming into operation as an Act all

provisions of this Agreement shall operate and take effect

notwithstanding the provisions of any Act or law.

4.        In clauses 5 and 6 of this Agreement, “Sale Date” means the date on which the Ellendale Mining Lease is transferred by the Joint Venturers to -

(a)

pursuant to the Asset Sale Agreement dated

Kimberley Diamond Company NL (ACN 061 899 634) Mines Pty Limited (ACN 008 912 418) as manager for the Argyle Diamond Mines Joint Venture, the Joint Venturers and the said Kimberley Diamond Company NL;

(b)

any other party that the Minister responsible for the administration of the Principal Agreement shall consent to.

5.        Subject to Clause 6 of this Agreement, the Principal Agreement and the Ellendale Mining Lease are respectively varied with effect on and from the Sale Date as follows —

(A)

The Principal Agreement:

(1)

Clause 1 —

(a)

by deleting the definition of “Ellendale mining area”;

(b)

in the definition of “mining leases” —

(i)       by amending the definition to be a definition of “mining lease”;

Diamond (Argyle Diamond Mines Joint Venture) Agreement Amendment

Act 2001

s. 7

(ii)      by deleting “or mining leases”; and

(iii)     by deleting “Clauses 15 and 18” and substituting the following —

“Clause 15”;

(c)

in the definition of “ore”, by deleting “leases” and substituting the following —

“lease”;

(d)

in the definition of “relevant town” —

(i)

by deleting “and the Ellendale mining area respectively”; and

(ii)

by deleting “in either case”.

(2)

by deleting Clause 9.

(3)

by deleting Clause 18.

(4)

by deleting Clause 19.

(5)

Clause 20 —

by deleting “or the Ellendale mining area”.

(6)

Clause 21 —

(i)

by deleting subclause (2);

(ii)

in subclause (3), by deleting “subclauses (1) and (2)” and substituting the following —

“subclause (1)”.

(7)

by deleting Clause 23.

(8)

Clause 24A —

(i)

by deleting “and the Ellendale mining area respectively”; and

(ii)

by deleting “relevant” in both cases where it occurs in paragraph (a).

Diamond (Argyle Diamond Mines Joint Venture) Agreement Amendment

Act 2001

s. 7

(9)

Clause 32 —

by deleting “leases” and substituting the

following —

“lease”.

(10)

Clause 37(1)(a) —

by deleting “leases” and substituting the

following —

“lease”.

(11)

Clause 37(2) —

by deleting “leases” and substituting the

following —

“lease”.

(12)

Clause 37(3)(a)

by deleting “leases” and substituting the

following —

“lease”.

(13)

Clause 41(1)(a)(i) —

by deleting “leases” and substituting the

following —

“lease”.

(14)

Clause 42 —

in subclauses (1)(a) and (2), by deleting “leases”

and substituting the following —

“lease”.

Diamond (Argyle Diamond Mines Joint Venture) Agreement Amendment

Act 2001

s. 7

(B)

The Ellendale Mining Lease:

(1)

in the heading, by deleting the following —

“Diamond (Ashton Joint Venture) Agreement

Act 1981”.

(2)

in the body of the lease —

(i)

by deleting “(except as otherwise provided by the Agreement described in the Second Schedule to this lease)”.

(ii)

by deleting “subject to the Agreement”.

(iii)

by deleting “except as otherwise provided by the Agreement”.

(iv)

by deleting “for the time being and from time to time” and substituting the following —

“and royalties for the time being and

from time to time respectively”.

(v)      by deleting “and the royalties as provided in the Agreement with the right during the currency of the Agreement and in accordance with the provisions of the Agreement to take successive renewals of the term each for a further period of 21 years upon the same terms and conditions subject to the sooner determination of the said term upon cessation or determination of the Agreement PROVIDED ALWAYS that this lease and any renewal thereof shall not be determined or forfeited otherwise than in accordance with the Agreement.”.

(3)

by deleting the Second Schedule.

Diamond (Argyle Diamond Mines Joint Venture) Agreement Amendment

Act 2001

s. 7

(4)

by inserting at the end of the Third Schedule the

following —

“The boundary of the land being identical to the external boundaries

of the following former contiguous surveyed mineral claims:

04/2230

04/2277

04/2308

04/2731

04/10420

04/10439

04/2231

04/2278

04/2309

04/2732

04/10421

04/10440

04/2232

04/2279

04/2310

04/2733

04/10422

04/10441

04/2233

04/2283

04/2311

04/2736

04/10423

04/10442

04/2234

04/2284

04/2419

04/5270

04/10424

04/10443

04/2235

04/2285

04/2420

04/9016

04/10425

04/10444

04/2236

04/2286

04/2421

04/9022

04/10426

04/10445

04/2238

04/2287

04/2470

04/9023

04/10427

04/10446

04/2239

04/2289

04/2471

04/9024

04/10428

04/10447

04/2240

04/2290

04/2472

04/9025

04/10429

04/10448

04/2241

04/2291

04/2474

049028

04/10430

04/10449

04/2242

04/2292

04/2475

04/9029

04/10431

04/10450

04/2243

04/2293

04/2476

04/9030

04/10432

04/10451

04/2244

04/2302

04/2477

04/9031

04/10433

04/10452

04/2246

04/2303

04/2480

04/10415

04/10434

04/10456

04/2247

04/2304

04/2481

04/10416

04/10435

04/10457

04/2249

04/2305

04/2582

04/10417

04/10436

04/10458

04/2250

04/2306

04/2583

04/10418

04/10437

04/10735

04/2269

04/2307

04/2584

04/10419

04/10438

04/10736.”.

(5)

by deleting Conditions 8 and 9 of the Schedule of

Conditions attached to the lease.

Diamond (Argyle Diamond Mines Joint Venture) Agreement Amendment

Act 2001

s. 7

6. From and including the Sale Date the Ellendale Mining Lease (as amended by this Agreement) shall continue in force and effect under and subject to the Mining Act 1978 (notwithstanding the provisions of section 73 of that Act restricting the area of land in respect of which a mining lease may be granted) and the provisions of the Principal Agreement shall no longer apply to the Ellendale Mining Lease which shall thenceforth be assigned to the West Kimberley Mineral Field and be designated Mining Lease 04/372 on the tenement register maintained under the Mining Act 1978 in lieu of the designation Mining Lease No. 275SA.

7.

Clause 4 of this Agreement is not effected by

If the transfer of the Ellendale Mining Lease referred to in agree, this Agreement shall on that date cease and thenceforth have no effect.

IN WITNESS WHEREOF this Agreement has been executed by the parties as a Deed.

SIGNED by THE HONOURABLE

)

GEOFFREY IAN GALLOP in the

)

Geoff Gallop

presence of:

)

C M Brown

Minister for State Development

THE COMMON SEAL of

)

CAPRICORN DIAMONDS LIMITED

)

C.S.

is affixed to this document in the presence of:

)

Director T J Appleby

Secretary/Director Francis T Hoare

THE COMMON SEAL of

)

ASHTON ARGYLE HOLDINGS PTY

)

C.S.

LIMITED is affixed to this document:

)

in the presence of:

)

Director T J Appleby

Secretary/Director Francis T Hoare

Diamond (Argyle Diamond Mines Joint Venture) Agreement Amendment

Act 2001

s. 7

THE COMMON SEAL of

)

AML NOMINEES LIMITED

)

C.S.

is affixed to this document:

)

in the presence of:

)

Director E W J Tyler

Secretary/Director T J Appleby

”.

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