Rundle Oil Shale Agreement Act 1980 (Qld)

398 (1 ltec% Tsbnti ANN O VICESIMO NONO ELIZABETHAE SECUNDAE BEGIN AE No. 34 of 1980 An Act with respect to an Agreement between the State of Queensland of the one part and Southern Pacific Petroleum N.L. and Central Pacific Minerals N.L. of the other part and for purposes incidental thereto and consequent thereupon [ASSENTED TO 14TH MAX, 19801

Rundle Oil Shale Agreement Act 1980, No. 34 399 BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled , and by the authority of the same, as follows:- 1. Short title . This Act may be cited as the Rundle Oil Shale Agreement Act 1980. 2. Execution of Agreement authorized . The Premier of Queensland is hereby authorized to make, for and on behalf of the State of Queensland, with Southern Pacific Petroleum N.L., a company incorporated in the Australian Capital Territory and registered as a foreign company in the State of Queensland and having its registered office in the said State at care of Messrs. Cannan & Peterson, Solicitors, M.M.I. Building, 344 Queen Street, Brisbane in the said State and Central Pacific Minerals N.L., a company incorporated in the Australian Capital Territory and registered as a foreign company in the State of Queensland and having its registered office at care of Messrs. Carman & Peterson, Solicitors, M.M.I. Building, 344 Queen Street, Brisbane in the said State the Agreement, a copy of which is set out in the Schedule to this Act (herein referred to as " the Agreement "). 3. Executed Agreement to have force of law. (1) Subject to this section , upon the making of the Agreement the provisions thereof shall have the force of law as though the Agreement were an enactment of this Act. (2) The date of the making of the Agreement shall be notified by Proclamation. (3) Clause 5 of Part I of the Agreement shall not be construed to restrict the Parliament in making laws that affect the rights and obligations of the parties to the Agreement under the Agreement. 4. Regulations . The Governor in Council may make regulations, not inconsistent with this Act, for the purpose of giving effect to the provisions of clause 7 of Part XI of the Agreement or that may be necessary or expedient to achieve the objects and purposes of that clause. 5. Proclamations and Orders in Council. (1) Any Proclamation or Order in Council provided for in the Agreement may be made by the Governor or the Governor in Council, as the case may be, and, in addition, the Governor or the Governor in Council, as the case requires, may from time to time make all such Proclamations and Orders in Council not inconsistent with the Agreement or with any agreement varying the Agreement as are thought necessary or expedient by the Governor in Council to provide for, enable and regulate the carrying out of the provisions of the Agreement or any of them. (2) Any such Proclamation or Order in Council may be revoked of altered by another Proclamation or Order in Council that is not inconsistent with the Agreement or with any agreement varying the Agreement.

400 Rundle Oil Shale Agreement Act 1980, No. 34 (3) Every such Proclamation or Order in Council shall- (a) be published in the Gazette; (b) upon publication in the Gazette be judicially noticed and such publication shall be conclusive evidence of the matters contained therein; (c) be laid before the Legislative Assembly within 14 sitting days after such publication if the Legislative Assembly is in session, and if not, then within 14 sitting days after the commencement of the next session. (4) If the Legislative Assembly passes a resolution of which notice has been given at any time within 14 sitting days after any such Proclamation or Order in Council has been laid before it disallowing such Proclamation or Order in Council or any part thereof, that Proclamation or Order in Council or part shall thereupon cease to have effect, but without prejudice to the making of a further Proclamation or Order in Council. (5) If any Proclamation or Order in Council is not laid before the Legislative Assembly in accordance with subsection (3) (c), it shall be void and of no effect. (6) A failure to lay a Proclamation or an Order in Council before the Legislative Assembly in accordance with subsection (3) (c) or a disallowance of a Proclamation or an Order in Council shall not affect the validity of anything done prior to that failure or disallowance.

Rundle Oil Shale Agreement Act 1980, No. 34 401 THE SCHEDULE AN AGREEMENT made the day of 19 between THE STATE OF QUEENSLAND of the One Part and SOUTHERN PACIFIC PETROLEUM N.L. a company incorporated in the Australian Capital Territory and registered as a foreign company in the State of Queensland and having its registered office in the said State at care of Messrs. Cannan & Peterson, Solicitors, M.M.I. Building, 344 Queen Street, Brisbane in the said State and CENTRAL PACIFIC MINERALS N.L. a company incorporated in the Australian Capital Territory and registered as a foreign company in the State of Queensland and having its registered office in the said State at care of Messrs. Cannan & Peterson, Solicitors, M.M.I. Building, 344 Queen Street, Brisbane in the said State (hereinafter with their respective successors and permitted assigns called "the companies") of the Other Part WHEREAS the companies are the holders of Authority to Prospect 1756M issued pursuant to the Mining Act1968-1979 AND WHEREAS deposits of oil shale have been found to exist within a considerable portion of the area within the boundaries of such Authority to Prospect and the companies desire to bring such deposits into production AND WHEREAS it is in the interests of the State that such deposits should be developed by a large scale operation and the State is satisfied that a very large capital expenditure is necessary to ensure that such deposits are efficiently and economically developed for a lengthy period AND WHEREAS it is proposed that development of such deposits shall proceed by way of an initial risk stage which itself requires a large capital expenditure, followed by a full scale commercial development stage, and that approval to proceed with the second stage will be granted provided the Companies meet the required conditions relating to finance, technology, economic feasibility, environmental management and have reached satisfactory agreements with relevant authorities AND WHEREAS it is desirable to give the companies the security and the assurances necessary to enable the provision of capital for the development of such deposits AND WHEREAS it is the intention of the State and the companies that this Agreement shall not be amended nor shall the rights and privileges of the companies be derogated from except as provided in clause 5 of Part I hereof AND whereas.-it is therefore desirable that in consideration of the companies entering into the obligations on their part hereinafter set out the companies should be granted the titles, rights and privileges hereinafter mentioned NOW THEREFORE IT IS HEREBY AGREED as follows:- 1. This Agreement shall be divided into Parts as follows: PART I-PRELIMINARY PART II-PROVISIONS RELATING TO THE MINING LEASE, PIPELINE LICENSE AND RELATED MATTERS

402 Rundle Oil Shale Agreement Act 1980, No. 34 PART III-PROVISIONS RELATING TO THE CONSTRUCTION OF ROADS, PROVISION OF A SERVICE CORRIDOR AND RELATED MATTERS PART IV-PROVISIONS RELATING TO THE SUPPLY OF ELECTRICITY PART V-®PROVISIONS RELATING TO THE HARBOUR PART VI-PROVISIONS RELATING TO SUPPLY OF WATER PART VII-PROVISIONS RELATING TO THE DAM AND DIVERSION WORKS PART VIII-PROVISIONS RELATING TO LEASEHOLD LANDS, OPENING AND CLOSURE OF ROADS, STATE FOREST, RESERVE AND ACQUISITION OF LAND PART IX-PROVISIONS RELATING TO LOCAL GOVERNMENT PART X-PROVISIONS RELATING TO CONTROL OF POLLUTION AND PROTECTION OF THE ENVIRONMENT PART XI-GENERAL PART I-PRELIMINARY 2. (1) In this Agreement unless the context otherwise requires the general terms following shall have the meanings respectively assigned to them- "the Act" means the Rundle Oil Shale Agreement Act 1980; "barrel" has the meaning assigned to that term in The Petroleum Regulations (Land), 1966; "barrels per day" means- (a) barrels per calendar day of shale oil; and (b) barrels per calendar day of fuel oil equivalent of gaseous hydrocarbon products after the extraction therefrom of dust and other impurities where six thousand six hundred and forty-seven (6647) megajoules of contained energy of such gaseous hydrocarbon products is deemed to be equal to one barrel of fuel oil equivalent; "the Companies" means the persons who are parties to this Agreement at the material time being either the signatories to this Agreement at the time of its execution or the signatories and/or persons which become parties hereto in accordance with clause 9 of this Part as the case may be; "Crown land" means land which is not- (a) lawfully granted or contracted to be granted in fee-simple by the Crown; or (b) reserved for or dedicated to public purposes; or (c) subject to any lease or license lawfully granted by the Crown; "Harbour Board" means the Gladstone Harbour Board; "Mining Lease" means Mining Lease No. 724, Gladstone, granted in accordance with clause 4 of Part II;

Rundle Oil Shale Agreement Act 1980, No. 34 403 "Minister" save where otherwise provided means the Premier of Queensland; "Minister for Lands" means the Minister of the Crown for the time being charged with the administration of the Land Act 1962-1978; "Minister for Local Government" means the Minister of the Crown for the time being charged with the administration of the Local Government Act 1936-1979; "Minister for Mines" means the Minister of the Crown for the time being charged with the administration of the Mining Act1968-1979 and the Petroleum Act1923-1976; "person" means any person, number of persons, corporation, body corporate or company; "Project" means the establishment and carrying out of a mining operation within the area of the Mining Lease including crushing, conveying, stockpiling, retorting and separating, purifying and treatment so as to produce shale oil, other products and by-products from shale, carbonaceous material and other associated minerals extracted from such mine, the refining, storage, transporting and shipping of such oil, products and by-products and operations necessary for or ancillary to the foregoing; "relevant authorities" means State Departments, corporations and instrumentalities, Gladstone City Council, Calliope Shire Council, Electricity Authority, Harbour Board, Water Board and any or all of the foregoing to the extent that they have an involvement or interest in this Agreement of relevance in the particular context; "shale oil" means the liquid distillate, mainly. consisting of hydrocarbons, obtained by the application to shale, rocks and similar substances of processes whereby the liquid distillate is obtained in a free form but after the extraction therefrom as far as possible of water dust ash and other impurities; "Special Lease" means any form of leasehold tenure provided for in the Land Act 1962-1978 which may lawfully be granted to the Companies pursuant to such Act and the Act; "State" means the State of Queensland; "toxic wastes" means wastes of such a nature in such quantity and such concentration and existing in such circumstances, whether separately or cumulatively, as to subject persons and other living organisms to material risk of death, injury or impairment of health. Without limiting the generality of this definition, in determining the toxicity of a waste, regard shall be had to: (a) available data on the effects of the wastes on persons and living organisms;

404 Rundle Oil Shale Agreement Act 1980, No. 34 (b) carcinogenicity, mutagenicity, teratogenicity; (c) bio-accumulation and bio-concentration; (d) chemical, physical and biological characteristics and their transformations in the environment; (e) transport paths of materials in the environment; (f) naturally occurring levels in the environment and relevant organisms; (g) substances prescribed as toxic under State and Common- wealth legislation; (h) criteria for toxicity adopted under State and Common- wealth legislation; "Treasurer" means the Treasurer of the State; "Tribunal" means the Tribunal as constituted in accordance with clause 4 of Part XI; "Water Board" means the Gladstone Area Water Board; "Water Quality Council" means the Water Quality Council of Queensland. (2) The singular includes the plural and the plural includes the singular. (3) Any reference to any Act or Acts shall include that Act or those Acts and any Act amending the same or in substitution therefor. (4) Any reference to any City, Town, place or locality shall, unless the context otherwise requires, be deemed to be a reference to a City, Town, place or locality within the State. (5) Any reference to a relevant authority or the holder of a specified office shall be deemed to refer to such relevant authority or office as constituted or appointed under any relevant legislation of the State. 3. The making of this Agreement is authorised by the Parliament of the State expressed in an Act entitled the Rundle Oil Shale Agreement Act 1980. 4. The State shall exempt from stamp duty or similar duty: (a) This Agreement and any agreement whereby this Agreement is varied and copies thereof; (b) Any contract entered into by the Companies for the purposes of this Agreement or any document ancillary to such contract or in implementation thereof whereby the other party to such contract or document is the State, a State Corporation or State Instrumentality and any copies of such documents; (c) The relevant portion of documents in respect of funds borrowed for expenditure on community infrastructure not specifically only for the Companies' purposes and copies thereof;

Rundle Oil Shale Agreement Act 1980, No. 34 405 (d) In relation to the first agreement entered into by the companies for the transfer of the rights, benefits and obligations of this Agreement or any part thereof and the Mining Lease or any interest therein and any document or part thereof giving effect to such transfer where the other party to such agreement or document is the first transferee thereof, such portion thereof as relates solely to such transfer, PROVIDED THAT this exemption shall apply only to such liability to stamp duty as would not have arisen if such first transferee had initially been a party to this Agreement at the time of its execution and at such time held or participated in the rights benefits and obligations under this Agreement acquired by it under the said agreement for transfer or such document or part thereof giving effect thereto. 5. This Agreement may be varied pursuant to agreement between the Minister and the Companies with the approval of the Governor in Council by Order in Council after consultation by the Companies with relevant authorities. 6. (1) The Companies shall on or before 31st December 1981 submit evidence in writing to the Minister that they have- (a) arranged finance on terms satisfactory to them sufficient to implement a Project in compliance with the requirements of subclause (1) of clause 12 of Part II; (b) entered into agreements, which shall be subject to the approval of the Governor in Council, with relevant authorities in relation to the matters specified in the subsequent Parts of this Agreement to provide for the implementation of the Project referred to in subclause (1) of clause 12 of Part II. (2) If the Governor in Council considers such arrangements to be satisfactory, the Governor in Council may by Order in Council approve such arrangements and approve that Division B of Part II and Parts III to XI inclusive of this' Agreement shall come into force on a date specified in such Order in Council, PROVIDED THAT until the Governor in Council so approves Division B of Part II and Parts III to XI inclusive shall be of no force or effect. (3) Should the Companies fail to submit evidence to the Minister in accordance with subclause (1) of this clause or should the Governor in Council not approve of such arrangements in accordance with subclause (2) of this clause this Agreement shall lapse and where this Agreement so lapses the Governor shall notify the same by Proclamation. 7. (1) The Companies shall not later than ten (10) years from the date when all Parts of this Agreement come into force pursuant to subclause (2) of clause 6 of this Part establish that they have proven technology available and have arranged finance on terms satisfactory

406 Rundle Oil Shale Agreement Act 1980, No. 34 to them sufficient to implement a Project in compliance with the requirements of subclause (1) of clause 13 of Part II, that such a Project shall be economically feasible, that measures for the management of the environment, including the dealing with toxic wastes and the prevention of any harmful discharge have been proved effective and that such has been demonstrated in a report submitted in accordance with paragraph (b) of subclause (2) of clause 4 of Part X and shall have entered into agreements which shall be subject to the approval of the Governor in Council with relevant authorities in relation to the matters specified in the subsequent Parts of this Agreement to provide for the implementation of the Project referred to in subclause (1) of clause 13 of Part II and shall have submitted to the Minister evidence in writing of the foregoing. (2) If the Companies shall have complied with the provisions of subclause (1) of this clause the Minister subject to the approval of the Governor in Council shall in writing approve the arrangements to implement the Project in compliance with the requirements of subclause (1) of clause 13 of Part IL (3) If the Companies shall fail to comply with the provisions of subclause (1) of this clause the Mining Lease and this Agreement shall be dealt with in accordance with subclause (2) of clause 13 of Part II. 8. The Companies shall make such investigations as may be necessary to ascertain whether and to what extent it is commercially viable to construct and operate within the Mining Lease or elsewhere ,in the State facilities for the production from shale oil of products which may be used in substitution for crude oil in conventional refineries or in substitution for refined oil products and shall furnish to the Minister the results of such investigations (including all supporting particulars) within three (3) years from the date of an approval granted by the Governor in Council under subclause (2) of clause 7 of this Part and at such times thereafter as the Minister may require. The Companies shall undertake the construction and operation of such facilities at such time and to such extent as it is commercially viable to do so. 9. (1) Until otherwise approved by the Governor in Council pursuant to the provisions of subclause (2) of this clause the proportionate interests of the Companies in this Agreement and the benefits and obligations hereof and in the Mining Lease shall be Southern Pacific Petroleum N.L. fifty per centum (50%) and Central Pacific Minerals N.L. fifty per centum (50%) PROVIDED THAT unless the Governor in Council otherwise approves by Order in Council the Companies shall be jointly and severally liable for the obligations of this Agreement (which term includes obligations deemed hereunder to be obligations of this Agreement) and PROVIDED FURTHER that where under any agreement made between the Companies and approved by the Governor in Council:- (a) It is provided that any one (or more) of them becomes entitled from time to time to a percentage of the shale oil bearing substances as from the moment of severance or

Rundle Oil Shale Agreement Act 1980, No. 34 407 extraction of such substances from the ground in a percentage different from its proportionate interest as aforesaid such entitlement shall take effect as from the moment of such severance or extraction; or (b) The costs of establishing the Project are to be borne by the Companies in percentages different to their proportionate interest as aforesaid, then those provisions of such agreement shall notwithstanding such differing proportionate interest have full force and effect but without thereby altering such proportionate interest and in particular without thereby altering the proportionate interest which each Company has in this Agreement or in the Mining Lease or any other tenements or licenses and without thereby altering the joint and several liability of the Companies for the obligations and deemed obligations under this Agreement. (2) The Companies and each of them may transfer the rights benefits and obligations of this Agreement and of the Mining Lease in whole or in part and may sublease the Mining Lease or any part thereof with the prior approval of the Governor in Council by Order in Council on such terms and conditions as the Governor in Council may specify PROVIDED THAT such approval shall not be granted unless the Governor in Council is of the opinion that any transferee or sublessee is a suitable person to become a party to this Agreement and it is established to the satisfaction of the Governor in Council that the transferee is capable of carrying out the obligations so transferred or, in the case of a sublease, that the sublessee is capable of carrying out the obligations of the head lessee and has sufficient capital available for that purpose and PROVIDED FURTHER it shall be a condition of any such transfer or sublease to any other person that the transferee or sublessee shall agree to become a party to this Agreement and from the time of such approval by the Governor in Council such person shall be a party to this Agreement and unless the Governor in Council otherwise approves by Order in Council shall be jointly and severally liable for the obligations of this Agreement (which term includes obligations deemed hereunder to be obligations of this Agreement). (3) A transfer or sublease to a company shall not be valid unless such company has been duly incorporated registered or recognised under the Companies Act 1961-1979. 10. (1) Any person making loans to the Companies or any of them for the purposes of this Agreement shall not, by reason only of the making of any such loans, be thereby required to register as a money lender under the Money Lenders Act 1916-1979. (2) Any person making loans to the Companies or any of them for the purposes of this Agreement who is not a registered money lender under the Money Lenders Act 1916-1979 and is not obliged to be so registered (whether by reason of the operation of subclause (1) of this clause or otherwise) shall not be bound by the provisions of such Act in relation to the making of any such loans, nor shall any loans made by a

408 Rundle Oil Shale Agreement Act 1980, No. 34 person referred to in this subclause to the Companies or any of them for the purposes of this Agreement nor any transactions related thereto be governed or affected in any way by the provisions of such Act. 11. Unless sooner terminated pursuant to clause 8 of Part XI this Agreement shall be terminated by the Governor in Council by Order in Council as soon as may be practicable following the date of expiration termination or surrender of the Mining Lease. 12. This Agreement shall not be construed as authorising or requiring any act matter or thing which may be directly or indirectly prejudicial to the development and operation of an airport at Kangaroo Island north of Gladstone. PART II-PROVISIONS RELATING TO THE MINING LEASE, PIPELINE LICENSE AND RELATED MATTERS Division A 1. In this Part and in the Schedules to this Agreement unless the context otherwise requires the term "Mining Plan" means a mining plan approved by the Minister for Mines pursuant to clause 6 of this Part. 2. As soon as practicable after the execution of this Agreement the boundaries of Authority to Prospect 1756M shall be altered so as to excise the area of State Forest S.F.60 situated more or less to the west of the Rundle Range as shown in Schedule F and the State shall thereupon take all necessary action to set aside and declare such area to be a National Park. Division B 3. (1) Upon the granting of the Mining Lease pursuant to clause 4 of this Part Authority to Prospect 1756M shall be amended by- (a) the excision therefrom of all land contained within the Mining Lease; (b) the extension of the term to 1st July, 1990; and (c) the deletion of any obligation to relinquish portions thereof during such term. (2) During the term of Authority to Prospect 1756M the holders thereof shall conduct such exploration and investigation as is agreed between them and the Minister for Mines as is necessary to assess oil shale reserves therein and shall submit reports to the Minister for Mines in accordance with the Mining Act1968-1979 PROVIDED THAT Companies who are not holders of Authority to Prospect 1756M shall not be liable for any breach of this subclause, notwithstanding the provisions of clause 9 of Part I of this Agreement, and any breach of this subclause shall be deemed not to be a failure to meet any obligation under this Agreement for the purposes of subclause (1) of clause 8 of Part XI.

Rundle Oil Shale Agreement Act 1980, No. 34 409 4. (1) Subject to this Agreement and the Companies making written request therefor and provided that leasehold lands have been surrendered to the Crown in accordance with subclause (1) of clause 2 of Part VIII and following amendment of the reserve for the road to Ramsay Crossing as provided in subclause (3) of such clause there shall be granted to the Companies Mining Lease No. 724, Gladstone over lands shown in Schedule A and in the form of Schedule B. (2) Notwithstanding that the Companies at the time of making written request in accordance with subclause (1) of this clause or at the time of grant of the Mining Lease may not all be the holders of Authority to Prospect 1756M or be the holders thereof in the proportions in which they hold interests in this Agreement the Mining Lease shall be granted to the Companies as tenants in common in the proportions in which they hold interests in this Agreement at such time of grant unless the Governor in Council approves otherwise pursuant to subclause (2) of clause 9 of Part I. (3) The Mining Lease shall subject to the provisions of this Part be for the purposes of- (a) mining of or for shale oil, carbonaceous shale and other products and by-products from shale and carbonaceous shale including the crushing, winning, conveying, stockpiling, retorting and separating, purifying, storing and transporting of products and disposing of wastes of the Project and for all purposes directly or indirectly effectually to carry on such mining, including such winning and treatment and any other treatment and processing as may conveniently be carried on in association with such mining; (b) erecting thereon any houses buildings plant and machinery for use directly or indirectly in connection with such mining; (c) erecting residences thereon in connection with any such purposes; (d) cutting and constructing thereon water races, pipelines, drains, dams, reservoirs, tramways, railways, haulageways, roads and other improvements to be used in connection with such mining; (e) erecting thereon offices and other service facilities in connection with such mining; (f) for any other purposes incidental to the foregoing or connected with the carrying out within the Mining Lease of the provisions or purposes of this Agreement. (4) The Mining Lease shall be granted for an initial term of fifty (50) years from the first day of the month which next follows the day upon which it shall be granted, and shall contain the special conditions set out in Schedule C to this Agreement. 14

410 Rundle Oil Shale Agreement Act 1980, No. 34 (5) The special conditions of the Mining Lease may be varied from time to time by the Governor in Council upon the recommendation of the Minister and the agreement of the Companies but so that such special conditions as varied are not in any respect inconsistent with this Agreement or the Mining Act1968-1979. (6) Subject to compliance by the Companies with their obligations pursuant to the Mining Lease and this Agreement the Mining Lease shall be renewable at the request of the Companies for two (2) further terms each of twenty-one (21) years or such lesser period as the Companies may request upon the same terms and conditions except as to rental and except as such terms and conditions may be varied pursuant to subclause (5) of this clause. Upon such renewal the Mining Lease shall remain subject to all mortgages, encumbrances, liens and charges as existed prior to the expiration of the previous term. A request by the Companies for such renewal shall be made to the Minister for Mines at least twelve (12) months but not more than five (5) years prior to the expiration of the term then current. (7) Prior to the grant of the Mining Lease surveys and marking out of land to be included therein shall be carried out at the cost of the Companies by a surveyor authorised by and in accordance with the provisions of the Surveyors Act1977-1978 and the plan of survey and field notes showing the boundaries of the land surveyed shall be lodged with the Minister for Mines. (8) Subject to the rights of access given pursuant to the provisions of this Agreement or by law and subject further to the rights of the Crown with respect to forest products as defined in the Forestry Act1959-1976, the Companies shall be entitled to the exclusive possession of the surface of the land contained within the boundaries of the Mining Lease. 5. Save . where this . Agreement otherwise provides . the Mi ning_ Lease shall be subject to the provisions of the MiningAct1968-1979 and shall be deemed to be a mining lease which has been granted under the MiningAct1968-1979 and the Companies ' mining operations shall be subject to the provisions of the Mines RegulationAct1964-1979. 6. (1) The Companies shall carry out mining operations on the Mining Lease only in conformity with a Mining Plan. (2) The Companies shall from time to time submit to the Minister for Mines a plan herein referred to as the proposed mining plan setting out proposals for the development of the Mining Lease. (3) Any proposed mining plan submitted by the Companies shall conform with the proposals set out in any relevant preceding report or as the case may be an assessment accepted by the Companies, proposals submitted by the Companies or a determination of the Minister in accordance with subclause (4) of clause 4 of Part X.

Rundle Oil Shale Agreement Act 1980, No. 34 411 (4) The Minister for Mines shall refer the proposed mining plan to the Minister of the Crown for the time being charged with administration of the Clean Waters Act1971- 1979 and shall have regard to the views of such Minister in determining whether to approve such plan. The Minister for Mines may cause the proposed mining plan or part thereof to be submitted to relevant authorities and may have regard to the views of such authorities in determining whether to approve such plan. ( 5) Upon receipt of the advices of the Minister of the Crown for the time being charged with the administration of the CleanWaters Act1971- 1979 and of any relevant authority referred to under the provisions of subclause ( 4) of this clause and being satisfied that such plan describes operations which- (a) Are in conformity with the provisions of this Agreement and the terms and conditions of the Mining Lease, and the relevant provisions of the Mining Act1968 - 1979 and the Mines Regulation Act1964-1979; (b) May be safely conducted; (c) Shall preclude unlawful pollution; (d) Shall , in the opinion of the Minister for Mines, adequately provide for the satisfactory rehabilitation of any disturbed ground within the boundaries of the Mining Lease; (e) Shall not involve or require ongoing treatment of toxic wastes subsequent to the expiry of the Mining Lease or any renewal thereof; (f) Shall, in the opinion of the Minister for Mines , adequately provide for resource utilization; (g) Are in conformity with proposals set out in any relevant preceding report, or as the case may be, an assessment accepted by the Companies , proposals submitted by the Companies or determinations of the Minister in accordance with subclause (4) of clause 4 of Part X, the Minister for Mines shall by notice in writing to the Companies approve the proposed mining plan which shall thereupon or from such time as the Minister for Mines may specify be the Mining Plan applicable to the Mining Lease and it shall supersede any previous Mining Plan. (6) Where the Minister for Mines determines not to approve a proposed mining plan he shall notify the Companies of the reason for his so determining and the Companies shall have regard thereto in preparing a proposed mining plan in lieu of the plan not approved. 7. (1) Prior to the time of first approval of a Mining Plan in ,'accordance with clause 6 of this Part the Companies shall severally lodge with the Minister for Mines sums of money in total equal to the amount specified in this clause or at their option a bond given by a bank or financial institution approved by the Minister for Mines so conditioned as to be acceptable to him in the amount of Seven hundred and fifty thousand dollars ($750 000) to be held by the Minister for Mines

412 Rundle Oil Shale Agreement Act 1980, No. 34 or as hereinafter provided by the Treasurer as security that the Companies will observe and perform the covenants and conditions of the Mining Lease and the Mining Plan and comply with the provisions of this Agreement and where not inconsistent herewith the Mining Act1968®1979 applicable to the Companies or to the Mining Lease and with all orders and directions lawfully made or. given by the Minister for Mines and directed to the Companies. (2) If a Mining Plan shall be approved whereby the area of surface within the Mining Lease permitted to be disturbed by mining exceeds an area of three hundred and seventy-five (375) hectares the Minister for Mines may direct that the amount of such security be increased by a sum specified by him but so as not to exceed- (a) at the time of first approval of a Mining Plan, Two thousand dollars ($2 000); or (b) at any time thereafter, Two thousand dollars ($2 000) adjusted to that time in accordance with movements in the All Groups Consumer Price Index for the City of Brisbane or any other Index compiled in replacement of such firstmentioned Index, for each hectare of such area permitted to be disturbed in excess of three hundred and seventy-five (375) hectares and where the Minister for Mines so directs the amount of such security shall be so increased at the time of the following five (5) year adjustment in accordance with subclause (3) of this clause. Where the amount of such security is required to be so adjusted the Minister for Mines shall give notice in writing thereof to the Companies and shall if the amount of such security is to be increased direct the Companies to lodge with him an appropriate sum of money within a period specified in such notice and the Companies shall comply with such direction. (3) The amount of such security shall be adjusted at five (5) year intervals from the time of first approval of a Mining Plan in accordance with movements in the All Groups Consumer Price Index for the City of Brisbane or any other Index compiled in replacement of such frrstmentioned Index and in accordance with any direction given at or prior to the time of such an adjustment by the Minister for Mines pursuant to subclause (2) of this clause. If at the time of such an adjustment the amount of such security (including reinvested and accumulated interest where a sum of money has been lodged) is less or greater than the amount of such security at that time required any deficit shall be lodged by the Companies with the Minister for Mines and any surplus shall be refunded to the Companies. (4) If the Companies lodge sums of money with the Minister for Mines as security then- (a) such sums shall be held by the Treasurer and invested in securities of or guaranteed by the Government of the Commonwealth or the State with a maturity date as near as may be practicable to the time of the following five (5) year adjustment;

Rundle Oil Shale Agreement Act 1980, No. 34 413 (b) such sums as adjusted at each five (5) year interval shall be reinvested in a like manner; and (c) accumulated interest on such sums at the rate applying to the said securities of or guaranteed by the Government of the Commonweatlh or the State shall be deemed to be part of the amount of such security. 8. (1) If the Minister for Mines shall be satisfied upon the expiration of the Mining Lease or upon its termination otherwise that the Companies have observed and performed the covenants and conditions of the Mining Lease and have complied with the provisions of this Agreement and of the Mining Act1968-1979 applicable to the Companies or to the Mining Lease and the Mining Plan and with all orders and directions lawfully made or given by the Minister for Mines and directed to the Companies and that the Companies have observed and performed the conditions relating to disposal of wastes and rehabilitation the amount of security at that time held by the Minister for Mines or by the Treasurer shall be refunded to the Companies or any bond in relation thereto released. For the purposes of this subclause "wastes" shall include overburden, residues, abandoned improvements, machinery and plant. (2) If by reason of default on the part of the Companies the Minister for Mines is not satisfied that the Companies are pursuant to subclause (1) of this clause entitled to a refund of the amount of security or to the release of any bond in relation thereto the Minister for Mines may cause all things to be done as are required to rectify such default and in that behalf may utilise the whole or part of such security and thereafter shall refund the balance thereof if any to the Companies or as they in writing direct. If the costs or estimated costs of rectifying such default exceed the amount of such security the Minister for Mines may direct that the Companies lodge with him sums equal to the difference between such costs or estimated costs and the amount of such security and the Companies shall comply with such direction. (3) Where at any time the Governor in Council so directs prior to the termination of this Agreement because of the default of the Companies pursuant to subclause (2) of clause 8 of Part XI the Minister for Mines shall forfeit the Mining Lease and may rectify such default as provided in subclause (2) of this clause. 9. The Companies shall pay a rent for all land held under the Mining Lease as follows: (a) during the first period of twenty-five (25) years, at the annual rate applicable to all mining leases granted under the Mining Act1968-1979 as at the date of grant of the Mining Lease; (b) during the next period of twenty-five (25) years, at the annual rate applicable to all mining leases granted under the Mining Act1968-1979 as at the date of commencement of such period;

414 Rundle Oil Shale Agreement Act 1980, No. 34 (c) during the period of any renewal , at the annual rate applicable to all mining leases granted under the Mining Act19681979 as at the date of commencement of such renewal period. 10. The State shall not grant without the consent of the Companies any mining lease or other right to mine or prospect for any minerals over all or any part of the Mining Lease. 11. The Companies shall pay royalty on each tonne of oil shale mined, where the quantity of oil shale mined is deemed to be equal to the quantity of oil shale fed into the retorts, calculated in accordance with the following formula:- R=•05xVxD Where (a) R is the royalty in dollars per tonne of oil shale mined; (b) V is the value of oil shale calculated in accordance with the following formula:- V =SxNx•7745x10.43 where S = Pn Po where Pn = the average Import Parity Price per kilolitre for stabilised crude petroleum oil obtained from Bass Strait and delivered to the port of Westernport in Victoria determined by the relevant Minister pursuant to subsection 77L (2) of The Excise Act 1901 of the Commonwealth applicable to oil produced during the period for which a Royalty Return is lodged, and Po = the Import Parity Price per kilolitre for stabilised crude petroleum oil obtained from Bass Strait and delivered to the port of Westernport in Victoria determined pursuant to subsection 77L (2) of The Excise Act 1901 which applied to oil produced on the Ist August, 1978. N is the average number of barrels of shale oil and fuel oil equivalent of gaseous hydrocarbon products (after the extraction therefrom of dust and other impurities) measured in the manner provided in the definition of "barrels per day" produced and collected (after deducting the amount of shale oil and gaseous hydrocarbon products used, lost or consumed in retorting and processing of oil shale and its products for the production of shale oil and gaseous hydrocarbon products but not deducting any shale oil or gaseous hydrocarbon products consumed or used in the mining and extraction of oil shale and the generation of electricity) per tonne of oil shale mined during the period for which a Royalty Return is lodged.

Rundle Oil Shale Agreement Act 1980, No. 34 415 And the factor of • 7745 in the formula for V represents the proportion which the value of one tonne of oil shale bears to the value of shale oil and gaseous hydrocarbon products (after the extraction therefrom of dust and other impurities) derived therefrom. PROVIDED THAT if the Minister for Mines or the Companies are of the opinion that the above formula for V is not operating effectively, they shall confer so as to reach agreement on a new basis on which such formula shall apply but if such agreement shall not be reached, the Minister for Mines shall determine a new basis for such formula which shall reflect the same principles as are incorporated in such formula. The Minister for Mines may consider the Companies' actual selling price per barrel of shale oil and such fuel oil equivalent for arms length sales as certified by the Auditor-General appointed pursuant to the provisions of the Financial Administration and Audit Act1977-1978 in determining such new basis; and (c) D is as follows: years 1-4 •25 years 5-6 -75 thereafter 1.00 with year 1 to commence, unless otherwise agreed by the Companies and the Minister for Mines, from the date on which retorting of oil shale commences. 12. (1) Subject to this Agreement the Companies shall on or before a date seven (7) years following the date when this Division comes into force have implemented a Project involving the construction of retorts designed to process not less than thirty thousand (30 000) tonnes and not more than fifty thousand (50 000) tonnes of oil shale per calendar day and shall have attained a level of operations involving the processing on average of at least twenty-five thousand (25 000) tonnes of oil shale per calendar day and shall have provided evidence thereof to the satisfaction of the Minister for Mines. The Companies shall not construct retorts designed to process more than fifty thousand (50 000) tonnes of oil shale per calendar day unless the Governor in Council shall grant approval pursuant to subclause (2) of clause 7 of Part I. (2) If the Companies have not attained such a level of operations on or before the date specified in subclause (1) of this clause the Mining Lease shall be forfeited by the Minister for Mines and shall thereupon terminate PROVIDED THAT if the Minister for Mines shall so recommend the Governor in Council shall grant to the Companies a mining lease under the Mining Act1968-1979 over the whole or such part of the Mining Lease as the Governor in Council may determine for such term not exceeding twenty-one (21) years and subject to such covenants and conditions as the Governor in Council may approve. Upon such event the Mining Lease forfeited as aforesaid by the Minister for Mines shall be deemed to have terminated on the date of grant of such mining lease under the Mining Art 1968-1979. Such mining lease shall be subject to all mortgages encumbrances liens and charges to which the Mining Lease was subject immediately prior to its termination.

416 Rundle Oil Shale Agreement Act 1980, No. 34 The Governor in Council shall as soon as may be practicable following the forfeiture of the Mining Lease pursuant to this clause terminate this Agreement in accordance with subclause (3) of clause 8 of Part XI. 13. (1) Subject to this Agreement the Companies shall within eight (8) years from the date of the approval granted by the Governor in Council pursuant to subclause (2) of clause 7 of Part I implement a Project producing not less than one hundred thousand (100 000) barrels per day and provide evidence thereof to the satisfaction of the Minister for Mines. (2) If the Companies shall fail to comply with the provisions of subclause (1) of this clause or if the Companies shall fail pursuant to the provisions of subclause (3) of clause 7 of Part I to submit such evidence as is referred to in such clause or if the Governor in Council does not approve of arrangements set out in such evidence the Mining Lease shall be forfeited by the Minister for Mines and shall thereupon terminate PROVIDED THAT if the Companies have otherwise complied with their obligations under this Agreement or have substantially complied therewith to the satisfaction of the Governor in Council and provided they have attained a level of production of not less than eighteen thousand (18 000) barrels per day the Governor in Council shall grant to the Companies a mining lease under the Mining Act1968-1979 over the area of the Mining Lease upon substantially the same terms and conditions as the Mining Lease and for such term not exceeding twenty-one (21) years as he may approve upon the recommendation of the Minister for Mines but so as to expire not sooner than twenty-one (21) years from the date of grant of the Mining Lease in which event the Mining Lease forfeited as aforesaid by the Minister for Mines shall be deemed to have terminated on the date of grant of the said mining lease under the Mining Act1968-1979. Such mining lease shall be subject to all mortgages encumbrances liens and charges to which the Mining Lease was subject immediately prior to its determination. The Governor in Council shall as soon as may be practicable following the forfeiture of the Mining Lease pursuant to this clause terminate this Agreement in accordance with subclause (3) of clause 8 of Part XI. 14. Without limit to the power of the Minister for Mines or the Warden to grant exemption from the requirements of this clause as though the same constituted labour conditions for the purpose of section 31 of the Mining Act1968-1979- (a) the Companies shall carry out in or on the Mining Lease the extraction of oil shale and the production of shale oil and other products therefrom so as to comply with the requirements of subclause (1) of clause 12 and subclause (1) of clause 13 of this Part; (b) the Companies shall from the time that processing on average of at least twenty-five thousand (25 000) tonnes of oil shale per calendar day is attained in accordance with subclause (1) of clause 12 of this Part until such time

Rundle Oil Shale Agreement Act 1980, No. 34 417 as the Governor in Council grants approval under subclause (2) of clause 7 of Part I maintain a level of processing on average of at least twenty-five thousand (25 000 ) tonnes of oil shale per calendar day; and (c) the Companies shall from such time as production of not less than one hundred thousand (100 000 ) barrels per day is attained in accordance with subclause ( 1) of clause 13 of this Part maintain a level of production on average of not less than one hundred thousand (100 000 ) barrels per day. Compliance with this clause shall be sufficient compliance with section 30 of the Mining Act1968-1979. 15. The provisions of the Petroleum Act1923-1976 which relate to the storage and transport of liquid and gaseous hydrocarbons shall apply to the Project as if such products were petroleum within the meaning of such Act notwithstanding any provision therein to the contrary PROVIDED THAT- (a) the Governor in Council shall not declare that the pipeline license granted pursuant to subclause (1) of clause 16 of this Part be subject to a condition that the licensee will accept and discharge the obligations of a common carrier under paragraph v(b) of subsection (3) of section 45 of such Act save with the consent of the Companies; (b) any provision of such Act requiring the Companies to seek to acquire any land or a lease of or an easement or right of way upon any land the subject of the pipeline license shall be of no effect where such land is to be included in the service corridor provided for in Part III; and (c) the Governor in Council shall not give approval for the construction of a pipeline under subsection (4) of section 45A of such Act save where he is satisfied that the land the subject of such approval shall not have been acquired by the Crown and established as a service corridor at such time as the Companies may reasonably require to construct such pipeline. 16. (1) Subsequent to the design of the service corridor pursuant to subclause (3) of clause 6 of Part III the Governor in Council shall grant to the Companies a license herein termed the pipeline license for the construction and operation of a pipeline or pipelines to convey liquid and gaseous hydrocarbons from the Mining Lease to the Tank Farm referred to in Part V, notwithstanding that at the time of such construction or operation the Companies may not have acquired any proprietary right in the relevant land. (2) The pipeline license shall be granted pursuant to the Act and subsection (3) of section 45 of the Petroleum Act1923-1976. (3) The pipeline license shall be in the form set out in Schedule D

418 Rundle Oil Shale Agreement Act 1980, No. 34 (4) The pipeline license shall contain the special conditions set out in Schedule E. (5) The pipeline license and the special conditions may be amended from time to time by agreement between the Minister for Mines and the Companies with the approval of the Governor in Council. (6) Unless sooner surrendered by the Companies the pipeline license shall remain in force for such time as this Agreement remains in force and shall terminate upon the termination of this Agreement. (7) 'Notwithstanding any rule of law or equity to the contrary, the pipelines and' all communications and power systems (including pole lines), valves, fittings, meters, connections and all other equipment and appurtenances whether or not similar to the foregoing brought on to laid constructed or erected upon or buried in or under the land the subject of the pipeline license and whether or not the same be annexed or fixed to such land shall, at all times during the continuation of the pipeline license, remain the property of the Companies and shall upon the termination of the license whether by surrender effluxion of time or otherwise vest in the State, PROVIDED THAT the Companies shall be entitled, should they so make request to the Minister for Mines, to be allowed a period of two (2) years from the date of termination of the pipeline license to remove the same in whole or in part and upon such removal they shall revest in the Companies. 17. (1) Except to the extent as is otherwise provided in this clause any distribution of gas to any consumer shall be subject to the provisions of the Gas Act1965-1976. (2) Subject to sections 13 and 14 of the Gas Act1965-1976 and upon request by the Companies from time to time the State shall authorise the Companies to supply gas produced by the Companies pursuant to the provisions of this Agreement to major gas consumers at Gladstone or in the Gladstone area. 18. Obligations of the Companies pursuant to the terms and conditions of the Mining Lease and the pipeline license shall be deemed to be obligations pursuant to this Agreement. 19. The vesting and disposal of property upon the Mining Lease upon the termination thereof shall be in accordance with section 41 of the -Mining Act 1968-1979 PROVIDED THAT without limit to the power of the Minister for Mines to allow a longer period, the Companies shall be entitled after receipt by the State of any outstanding or other payment due should they so make request to the Minister for Mines to be allowed a period of two (2) years from the date of termination of the Mining Lease to remove and dispose of such property. 20. All improvements, buildings, erections, machinery, plant and other property (hereinafter referred to as "the Lessee's improvements") erected by the Companies upon the land in respect to which the Mining Lease exists shall, except insofar as it is expressly otherwise provided

Rundle Oil Shale Agreement Act 1980, No. 34 419 in this Agreement, be owned by the Companies in the proportionate interests determined under clause 9 of Part I with the approval of the Governor in Council where applicable and upon the expiration of the Mining Lease by effluxion of time the Companies shall subject to the provisions of this Agreement be entitled to remove all the Lessee's improvements PROVIDED THAT if any one of them shall be required by agreement with the others to contribute to the cost of the Lessee's improvements to an extent greater than its said proportionate interest and that accordingly the Lessee's improvements shall be owned by the Companies in proportions different to the said proportionate interest, then the Lessee's improvements shall be owned by the Companies in the proportion stipulated in such agreement but so that this shall not alter the undivided proportionate interest of the Companies in this Agreement or in the Mining Lease or in any other tenements or licenses nor shall it alter the joint and several liability of the Companies for the obligations and deemed obligations of this Agreement. 21. Subject to the provisions of this Agreement and any supplemental agreement hereunder and without prejudice to the rights of the State to terminate this Agreement and the Mining Lease, a breach of the provisions of clauses 12 or 13 of this Part shall not render the Companies liable in damages to the State. 22. Where any relevant authority requires to place public utilities or crossings over the Mining Lease such utilities or crossings shall be designed and constructed as far as possible so that they do not interfere with mining operations and do not diminish the mineral reserves in the Mining Lease and the relevant authority shall pay to the Companies full compensation for any damages to or loss of improvements suffered by the Companies by the placing of such public utilities or crossings over the;. Mining Lease. Subject to the provisions of clause 2 of Part VIII concerning the road to Ramsay Crossing, where the Companies so request relevant authorities shall at the expense ^ of the Companies relocate public utilities or crossings over the Mining Lease which materially interfere with mining operations or diminish the mineral reserves in the Mining Lease. PART III-PROVISIONS RELATING TO THE CONSTRUCTION OF ROADS, PROVISION OF A SERVICE CORRIDOR AND RELATED MATTERS 1. In this Part unless the context otherwise requires the several terms following shall have the meanings respectively assigned to them- "Corporation" means the Corporation of the Minister for Industrial Development of Queensland; "Local Authority" means the Calliope Shire Council or the Gladstone City Council or both as may be appropriate in a particular context; "main access road" means the road to be constructed from the Mining Lease passing near Targinie and joining the road to be constructed under the Queensland Cement

420 Rundle Oil Shale Agreement Act 1980, No. 34 & Lime Company Limited Agreement Act 1977 and referred to in subclause (1) of clause 2 of Part III of the Agreement comprising the Schedule to such Act at or near Boat Creek; "northern access road" means portion of the existing dedicated road from Mount Larcom to Ramsay Crossing and an extension thereof to join the main access road as shown in Schedule F. 2. The Companies shall at their own cost construct the main access road. 3. The design of the main access road and supervision of the construction thereof shall be performed by a consultant engaged by the Companies and having qualifications acceptable to the Calliope Shire Council and the design, route in detail and construction thereof shall be to the satisfaction of the State and the Calliope Shire Council. 4. (1) The main access road shall initially be designed and constructed as a two lane road (and if subsequently so agreed between the Companies and the Local Authority as. a four lane road in whole or in part) with all necessary bridges, culverts and ancillary works and shall provide for any necessary access connections. (2) If, in the opinion of the Minister, the traffic generated by the Project requires a four lane road during the implementation of a Project in accordance with subclause (1) of clause 13 of Part II, the Companies shall finance the cost of constructing such a road and make to the Local Authority such capital contribution *to any necessary bridge works from the southern bank of the Calliope River to the mine site as shall be assessed by the Minister who shall have due regard to all circumstances applying to demand for such road at such time. (3) If at any time the main access road is constructed as a four lane road, it shall be deemed to include that portion of the road to be constructed under the Queensland Cement & Lime Company LimitedAgreement Act1977 which is situated between its junction with the main access road and the northern abutment to the bridge over the Anabranch of the Calliope River. (4) The provisions of this clause shall not operate so as to restrict the power of the Local Authority to undertake works other than those related to the Project and herein required to be at the cost of the Companies. (5) Should any portion of the main access road (including such portion deemed to be included pursuant to subclause (3) of this clause) be declared under the Main Roads Act 1920-1979 any reference in this clause to the Local Authority shall in respect of such portion be read as a reference to the Commissioner of Main Roads.

Rundle Oil Shale Agreement Act 1980, No. 34 421 5. (1) The Companies and the Calliope Shire Council shall enter into an agreement in this clause termed the Supplemental Road Agreement. (2) The Supplemental Road Agreement shall make provisions whereby:- (a) The northern access road shall be upgraded and where neces- sary realigned on terms agreed between such Council and the Companies. (b) The northern access road shall be constructed to a sufficiently high standard to convey vehicles and loads associated with the Project with reasonable safety and so as not to involve the Calliope Shire Council in undue maintenance expenditure on such road. (c) The cost of design, land acquisition and construction of the northern access road shall be borne by the Companies. 6. (1) An area of land from the Mining Lease south to land controlled by the Corporation at or near Gladstone shall be reserved and set apart by the State under the Land Act ' 1962-1978 for the purposes of a service corridor, and for the purposes of such reservation a "service corridor" shall be deemed to be a public purpose. (2) Such service corridor shall, so far as may be practicable, be situated adjacent to the main access road. (3) The design, including the detailed route, of such service corridor and of crossings of land controlled by the Corporation and the Harbour Board in accordance with subclause (1) of clause 9 of this Part shall be performed to the satisfaction of the State the Corporation and the Harbour Board by a consultant engaged by the Companies and approved by the State. 7. (1) The Companies shall be entitled to use without charge such portion of such service corridor for such period of time not exceeding the term of this Agreement as they may reasonably require for oil and gas pipelines to convey products from the Mining Lease, and as shall be specified.by the State for such use. (2) The State shall permit the Water Board and such other State or Commonwealth Government authorities or other instrumentalities concerned with the supply of services to the Mining Lease as may reasonably require to route facilities therein in such portion as shall be specified by the State for the purpose of providing services to the Companies to utilize such service corridor free of charge. (3) The State may permit any person to utilize such service corridor for services not related to this Agreement upon such terms as the State deems appropriate to the extent that the use of such service corridor by such person does not unreasonably detract from the use thereof by the Companies.

422 Rundle Oil Shale Agreement Act 1980, No. 34 8. (1) Where such service corridor crosses any road or watercourse any person permitted by the State to utilize such service corridor is hereby authorised to construct facilities on, over or under such road or watercourse- (a) in the case of a road, in such manner as not to impede in the opinion of the Local Authority or the Commissioner of Main Roads as the case may be the safe and efficient use thereof and to restore any area disturbed to a condition satisfactory to the Local Authority or the Commissioner of Main Roads; and (b) in the case of a watercourse, in such manner as is considered acceptable by the Commissioner of Water Resources, and in accordance with such reasonable conditions as the State may impose. Without limit to the matters for which the State may impose such conditions, such conditions may relate not only to the construction of such facilities on, over or under such road or watercourse but also to such matters as liability for costs or claims arising out of the existence of such facilities and access to such facilities for maintenance and other purposes. (2) For the purposes of this clause such service corridor shall be deemed to include land controlled by the Corporation and the Harbour Board upon which pipelines are routed pursuant to subclause (1) of clause 9 of this Part. 9. (1) The Corporation and the Harbour Board shall permit the Companies to route pipelines across land controlled by the Corporation and the Harbour Board between such service corridor and the Tank Farm referred to in Part V. (2) If the Companies shall so require, the Corporation and the Harbour Board shall permit the Companies to route pipelines across land controlled by the Corporation and the Harbour Board for the purpose of supplying consumers of the Companies' products. Such route shall be designed to the satisfaction of the Corporation and the Harbour Board. 10. If the Companies shall so request, the Commissioner for Railways shall negotiate with the Companies with a view to enabling the Companies to route pipelines within lands controlled by the Commissioner for Railways for the purpose of supplying the Companies' products to consumers thereof in the Gladstone area. In the event of agreement by the Commissioner for Railways to the routing of pipelines as aforesaid the Companies shall be responsible for any realignment of pipelines and the costs thereof resulting from the future development of rail facilities. 11. The design of the main access road, the northern access road and any road providing access to Ramsay Crossing in accordance with clause 2 of Part VIII shall be such as to provide effectively for connections

Rundle Oil Shale Agreement Act 1980, No. 34 423 between each of them and the others and the Companies shall surrender from the Mining Lease and any Special Lease granted pursuant to clause 2 of Part VIII any land required for such roads or connections not otherwise dealt with in this Agreement. 12. (1) Subsequent to design of the main access road and servict corridor in accordance with this Part the Co-ordinator-General shall arrange for any necessary surveys of such road and service corridor (not undertaken in connection with the design thereof) to be performed and the costs of such surveys shall be borne by the Companies. (2) The Co-ordinator-General shall acquire such land as may need to be acquired for the main access road and such service corridor and all such land so acquired shall be vested in the Crown. (3) The costs of the acquisition of all land as may be needed for such service corridor designed for the purposes set out in. subclauses (1) and (2) of clause 7 of this Part and for the main access road shall be paid by the Companies to the Co-ordinator-General within three (3). months of such time as the Co-ordinator-General requests payment of the same. The State shall meet costs resulting from any acquisition of land acquired specifically to provide for the purposes specified in subclause (3) of clause 7 of this Part. (4) The land acquired for the main access road and such other land as is to be included in such road in accordance with the design thereof shall be dedicated as a public road. 13. (1) The Co-ordinator-General may acquire land in accordance with the State Development and Public Works Organization Act 197 1-1979 ' for the purposes of provision of the main access road and the service corridor and such purposes are deemed to be authorised works for the purposes of such Act. (2) The Companies shall upon the coming into force of this Part and prior to the designing of the service corridor pursuant to clause 6 of this Part provide to the Co-ordinator-General details of the land upon which they and consultants approved pursuant to clause 3 and subclause (3) of clause 6 of this Part require to enter in connection with design of the main access road and such service corridor and the Co-ordinator-General shall thereupon authorise the Companies and/or the said consultants to- (a) enter upon such land; (b) on such land, make any inspection, investigation, valuation or survey, or take levels; (c) dig and bore into such land to ascertain the nature of the soil or substrata thereof, and set out thereon the lines of any works;

424 Rundle Oil Shale Agreement Act 1980, No. 34 (d) affix or set up on such land trigonometrical stations , survey pegs, marks or poles and , from time to time, inspect, alter, remove, re - instate and repair the same, pursuant to and in accordance with section 87 of the State Development and Public Works Organization Act 1971-1979. (3) The Companies shall be liable for the amount of any compensation payable on a claim made on account of damage resulting from an exercise of power under an authorisation made pursuant to subclause ( 2) of this clause. 14. If the main access road and such service corridor shall traverse State Forest S.F. 137 or Timber Reserve T.R. 149 the Governor in Council may by proclamation exclude such land from such State Forest or Timber Reserve. PART IV-PROVISIONS RELATING TO THE SUPPLY OF ELECTRICITY 1. In this Part unless the context otherwise requires the several terms following shall have the meanings respectively assigned to them- "Commission" means The State Electricity Commission of Queensland; "point of supply" means a point of supply within the Mining Lease or such other location as agreed between the Commission and the Companies. 2. The Commission and the Companies shall enter into negotiations to form an agreement in this Part referred to as the First Supplemental Electricity Agreement for the provision of a scheme for the supply of electricity to the Companies for the purposes of a Project in accordance with the requirements of subclause (1) of clause 12 of Part II. 3. The First Supplemental Electricity Agreement shall contain the terms and conditions on which such scheme shall be implemented and such terms and conditions shall be subject to the provisions of this Part and shall provide for- (a) the Commission or the relevant Electricity Authority to design and construct such scheme in consultation with the Companies; (b) such scheme to be planned, designed and implemented to supply electricity in the amounts and at the times notified by the Companies, subject to timely advance notification being given, for a total operating load of up to approximately forty-five (45) megawatts at the Mining Lease; (c) the principal elements of such scheme to be- (i) augmentation of the State's generating capacity to such extent as is necessary to implement such scheme;

Rundle Oil Shale Agreement Act 1980, No. 34 425 (ii) transmission and associated substation works to take power from the State's grid to the point of supply; (iii) substation works at the point of supply. 4. All electricity supplied to the Companies under the First Supplemental Electricity Agreement shall be paid for by the Companies at a tariff equal to a sum to be agreed to in the First Supplemental Electricity Agreement to amortise the cost to the Commission of the construction of the works referred to in clause 3 (c) (ii) and (iii) of this Part plus the gazetted tariff applicable for supply to large mining loads in the State at the time of such supply. 5. The Commission and the Companies shall negotiate and enter into an agreement in this Part referred to as the First Electricity Security Agreement which shall provide for the lodgment by the Companies with the Commission of a security deposit for the due performance by the Companies of their obligations under this Part and the First Supplemental Electricity Agreement. The terms and conditions pursuant to which the Companies shall lodge such security deposit and by which the security deposit may be applied by the Commission and by which the Companies shall qualify for a refund thereof shall be provided in the First Electricity Security Agreement. The amount of such security deposit shall be sufficient to meet the estimated cost of all transmission and substation works referred to in clause 3 of this Part. 6. At the written request of the Companies the Commission shall enter into negotiations with the Companies to form an agreement in this Part referred to as the Second Supplemental Electricity Agreement for the provision of a scheme for the supply of such electricity to the Companies as may be requested by the Companies for the purposes of a Project in accordance with the requirements of subclause (1 of clause 13 of Part II. 7. (1) The Second Supplemental Electricity Agreement shall contain the terms and conditions on which such scheme shall be implemented and such terms and conditions shall be subject to the provisions of this Part and shall provide for- (a) the Commission or the relevant Electricity Authority to design and construct such scheme in consultation with the Companies; (b) such scheme to be planned, designed and implemented to supply electricity in the amounts and at the time notified by the Companies, subject to timely advance notification being given, for a total operating load for such scheme and the scheme referred to in clause 2 of this Part of approximately five hundred and twenty (520) megawatts at the Mining Lease and such additional load as may be agreed to by the Commission and the Companies subject to negotiation of the tariff to apply to such additional load;

426 Rundle Oil Shale Agreement Act 1980, No. 34 (c) the principal elements of such scheme to be- (i) implementation of such scheme may be in one or more stages; (ii) incorporation of the scheme referred to in clause 2 of this Part; (iii) augmentation of the State's generating capacity to such extent as is necessary to implement such scheme; (iv) augmentation of the transmission and substation works described in clause 3 of this Part to such extent as is necessary to implement such scheme; (v) construction, if necessary, of further transmission and substation works to take power from the State's grid to the point of supply. (2) The Second Supplemental Electricity Agreement may provide for the construction of a generating station at or near the point of supply and associated transmission facilities to the point of supply. 8. If a generating station is constructed as provided in subclause (2) of clause 7 of this Part for which the Companies are to supply fuel, then to the extent that fuel is available to the Companies the Companies and the Commission shall, subject to the other provisions of this Part, enter into an agreement for the supply and purchase of fuel for such generating station, and for the price, volumes and qualities thereof. 9. Subject to the provisions of paragraph (b) of subclause (1) of clause 7 of this Part all electricity supplied to the Companies pursuant to the Second Supplemental Electricity Agreement shall be paid for by the Companies at a tariff equal to a sum to be agreed to in the Second Supplemental Electricity Agreement to amortise the cost to the Commission of the construction of the works referred to in paragraph (c) (iv) and (v) of subclause (1) of clause 7 of this Part plus either the gazetted tariff applicable for supply to large mining loads in Queensland at the time of such supply or, if the Companies shall have entered into an agreement with the Commission requiring the supply of more than one hundred and sixty (160) megawatts of electricity to the Companies on a take or pay basis, the following tariff:- Demand Charge: 90% of the demand component of the Queensland Electricity Generating Board bulk supply cost. Energy Charge: 100% of the energy component of the Queensland Electricity Generating Board bulk supply cost. 10. The bulk supply cost referred to in clause 9 of this Part shall be deemed to be the costs of the Queensland Electricity Generating Board included in any tariff determination by the State Electricity Commissioner and shall comprise redemption and interest charges on its capital debt, maintenance and operation charges, fuel charges, management costs and indirect overheads all related to the functions of the Queensland Electricity Generating Board in its responsibilities for

Rundle Oil Shale Agreement Act 1980, No. 34 427 the generation and transmission of electricity, but shall not include any such charges relating to the provisions for internal financing or to any statutory contribution payable by Electricity Authorities to the State that are related to revenue from the sales of electricity. (The actual bulk supply costs of the Queensland Electricity Generating Board are reviewed annually by the Commission for the purpose of determining the bulk supply tariff which is published in the Government Gazette.) 11. The Commission and the Companies shall negotiate and enter into an agreement in this Part referred to as the Second Electricity Security Agreement which shall provide for the lodgment by the Companies with the Commission of a security deposit for the due performance by the Companies of their obligations under this Part and the Second Supplemental Electricity Agreement. The terms and conditions pursuant to which the Companies shall lodge such security deposit and by which the security deposit may be applied by the Commission and by which the Companies shall qualify for a refund thereof shall be provided in the Second Electricity Security Agreement. The amount of such security deposit shall be sufficient to meet the estimated cost of all the works mentioned in paragraph (c) (iv) and (v) of subclause (1) of clause 7 of this Part. 12. The Commission shall pay all the costs of implementing the schemes referred to in clauses 2 and 6 of this Part subject to the provision of suitable guarantees and the availability to the Commission of funds to meet its obligation to supply electricity pursuant to clauses 6 and 7 of this Part and the Commission and the State shall use their best endeavours to ensure the availability of such funds in the amounts and at the times required by the Commission to meet such obligation. Guarantees, from a source and of a type acceptable to the Commission, shall be required for the payment of fixed charges for the supply of electricity for a period of seven (7) years from the date of advice by the Companies that power is or shall at a nominated time in the future be no longer required but in the case where a generating station to be supplied with fuel by the Companies is constructed a Guarantee from a source and of a type acceptable to the Commission shall be required for the payment of fixed charges for such period as is necessary to extinguish the debt on the generating station. 13. The Commission shall exercise all necessary powers functions and authorities to enable it to acquire a suitable title to any lands which shall be required for the implementation of the schemes referred to in clauses 2 and 6 of this Part and the State shall permit the Companies to surrender to the Crown from any land tenures held by the Companies any area of land required by the Commission for such schemes. 14. Reticulation of electricity from the point of supply to the points of usage of the Companies shall be the responsibility of the Companies subject to the provisions of all relevant Acts.

428 Rundle Oil Shale Agreement Act 1980, No. 34 15. The Commission shall use its best endeavours to enable the Companies' power requirements to be met at the dates and in accordance with the notifications to be supplied by the Companies to the Commission pursuant to this Part. PART V-PROVISIONS RELATING TO THE HARBOUR 1. In this Part save where the context otherwise requires the several terms following shall have the meanings respectively assigned to them- "Harbour Facilities" means the Clinton Coal Wharf, the Clinton Oil Wharf as hereinafter referred to, any necessary dredging or reclamation works or construction of bunds and cause- ways, approaches to such wharves and navigational aids in Gladstone Harbour; "Tank Farm" means structures to be erected in which shale oil and other associated liquid hydrocarbon products shall be stored before transportation the location of which shall be at or about Auckland Inlet/Calliope River reclamation area. 2. The Harbour Board and the Companies shall enter into negotiations to form an Agreement in this Part referred to as the Supplemental Harbour Agreement concerning the provision of Harbour Facilities and of nearby land for a Tank Farm. 3. (1) The Supplemental Harbour Agreement shall include provision for the financing, reclamation, dredging, construction, ownership, use, maintenance and operation of the Harbour Facilities, land upon which the Tank Farm shall be located, and the Tank Farm. (2) The Supplemental Harbour Agreement shall contain terms and conditions pursuant to which: (a) The Companies shall be permitted to use the Clinton Coal Wharf, and to erect oil loading equipment thereon, for the purpose of shipping the Companies' products provided that in the opinitcn of the Harbour Board usage by the Companies of such wharf does not restrict the operation of such wharf for shipping coal to the extent of making the handling of the Companies' products impracticable. The Companies may continue to use such wharf until such time as the Harbour Board considers that the use of such wharf for shipping coal makes its continuing use by the Companies impracticable;

Rundle Oil Shale Agreement Act 1980, No. 34 429 (b) A separate oil wharf (herein referred to as the Clinton Oil Wharf) shall be provided at such time as the Harbour Board considers that usage of the Clinton Coal Wharf is impracticable, or at such other time as may be agreed between the Companies and the Harbour Board; (c) The Companies shall design or cause to be designed the Clinton Oil Wharf together with associated pipelines, loading equipment, fire fighting equipment and other necessary facilities and submit such design together with all necessary plans and specifications for the approval of the Harbour Board and other relevant authorities; (d) The Harbour Facilities shall be constructed; (e) The Companies shall be the operators of such Harbour Facilities with respect to the loading of vessels engaged in carriage of the Companies' products and of vessels engaged by others which use loading equipment or other facilities of the Companies; (f) The Companies shall design or cause to be designed a Tank Farm and connections for pipelines, access and communications between the Tank Farm and the Clinton Coal Wharf and the Clinton Oil Wharf and submit such design together with all necessary plans and specifications for the approval of the Harbour Board and other relevant authorities; (g) The Companies shall construct or cause to be constructed the Tank Farm and connections between the Tank Farm and the Clinton Coal Wharf and the Clinton Oil Wharf on land provided by the Harbour Board; (h) The Companies shall be the operators of the Tank Farm; (i) The priority for use of the Clinton Oil Wharf shall be determined; (j) The Harbour Board and the Companies shall agree in relation to the relevant costs; (k) The Companies shall pay Harbour dues and other approved charges. (3) Notwithstanding the provisions of the Harbours Act 1955- 1979, unless otherwise agreed between the Companies and the Harbour Board the Supplemental Harbour Agreement shall remain in force for such time as this Agreement remains in force and shall terminate upon the termination of this Agreement. (4) The Harbour Board and the Companies shall enter into negotiations to form an agreement in this part termed the Harbour Security Agreement which shall include provision for the lodgement as required from time to time with the Harbour Board of a security deposit for the due performance by the Companies of their obligations and under- takings under this Part and the Supplemental Harbour Agreement. The

430 Rundle Oil Shale Agreement Act 1980, No. 34 terms and conditions pursuant to which the Companies shall lodge such security deposit and by which such security deposit may be applied by the Harbour Board and by which the Companies may qualify for a refund thereof shall be as provided in the Harbour Security Agreement. The Supplemental Harbour Agreement shall not be operative unless the Harbour Security Agreement has been entered into. 4. The Companies shall arrange at no cost to the State or the Harbour Board for the provision of tug and line boat services for vessels used in the carriage of the Companies ' products. PART VI-PROVISIONS RELATING TO SUPPLY OF WATER 1. In this Part unless the context otherwise requires the several terms following shall have the meanings respectively assigned to them- "Companies' delivery point" means a delivery point within the Mining Lease as agreed between the Water Board and the Companies and specified in the Supplemental Water Agree- ment; "Munduran Creek storage" means the water impoundment created up-stream from the dam defined in Part VII; "Water Board delivery point" means the delivery point determined by the Water Board at the time this Part comes into force. 2. (1) The Water Board and the Companies shall enter into negotiations to form an agreement in this Part referred to as the Supplemental Water Agreement which shall include provision for- (a) construction by the Water Board of a scheme hereinafter in this Part referred to as "the scheme" for supply of water by the Water Board to the Companies; (b) control of the scheme; (c) administration of the scheme; (d) management, maintenance and supervision of the scheme; (e) operation of the scheme in conjunction with the taking of water from the Munduran Creek storage; (f) the conditions of supply of water by the Water Board to the Companies; (g) insurance; (h) additions extensions and variations of the scheme. (2) The Companies and the Water Board shall enter into an agreement (herein called the "Water Security Agreement") whereby the Companies shall lodge with the Water Board a security deposit for the due performance by the Companies of their obligations and undertakings under this Part and/or under the Supplemental Water Agreement. The terms and conditions pursuant to' which the Companies

Rundle Oil Shale Agreement Act 1980, No. 34 431 shall lodge such security deposit and by which the Water Board may apply the security deposit and by which the Companies shall qualify for a refund thereof shall be as provided in the Water Security Agreement. (3) The scheme shall provide for conveyance of water by gravitation and/or pumping from the metered Water Board delivery point in a pipeline to the terminal reservoir and the Companies' delivery point. 3. The price at the Companies' delivery point to be paid by the Companies to the Water Board shall be constituted by the price determined by the Water Board from time to time as payable by bulk raw water users drawing water made available by the augmentation of the raw water system in Gladstone together with such additional amount as may be agreed between the Companies and the. Water Board and specified in the Supplemental Water Agreement. 4. (1) The Water Board shall confer with the Companies in relation to details of construction of the scheme. The Water Board shall take into consideration factors of capital costs, reliability of supply, costs of operating the scheme (including the cost of operating to the Companies) cost of maintaining supply and any other factors the Water Board and the Companies deem relevant. (2) Notwithstanding the obligation imposed hereunder to confer, the planning, design and construction of the scheme and additions thereto and variations thereof shall remain always solely in the discretion of the Water Board. 5. The commencement of supply shall be forthwith upon availability of water to the Water Board at the Companies' delivery point and the Companies and the Water Board shall confer from time to time as to the time when the Companies shall require the same. Subject to timely advance notification being given by the Companies to the Water Board and to the availability of funds for major augmentation works the Water Board shall use its best endeavours to enable the Companies' water requirements to be supplied at the dates and times and in accordance with the notifications supplied by the Companies to the Water Board from time to time. 6. (1) The security deposit referred to in subclause (2) of clause 2 of this Part shall be sufficient to meet:- (a) the cost of the scheme; (b) in the event that a shared pipeline is constructed for use by more than one consumer over any section of the scheme, the portion of the cost of such section as bears the same ratio to the total cost as the portion of the pipeline capacity provided for the Companies bears to the total capacity of the shared pipeline PROVIDED THAT such sum shall not exceed the cost of constructing a separate pipeline of such diameter as would be required solely for the conveyance of water to the Companies;

Rundle Oil Shale Agreement Act 1980, No. 34 455 further condition that for any default as provided in the aforesaid Agreement such Minister shall forfeit the Lease in accordance with the provisions of the aforesaid Agreement AND upon any forfeiture of this Lease or in case the term hereby granted shall have expired possession of the lands hereby demised shall and may be taken on Our behalf in the manner prescribed by Section 40 of the Mining Act1968-1979 AND ALSO subject to the provisions of the aforesaid Agreement upon any forfeiture or other determination of the said Lease so much of all the mining plant machinery equipment and other improvements whatsoever in or upon the said Lands vested in Us under Section 41 of the Mining Act1968-1979 consisting of the plant machinery equipment or other removable improvements then in or upon the said Lands excepting covering fencing casing lining timbering ladders platforms stacked earth or other material or other improvements required to keep open and protected any shaft level drive or other excavation and which has not been removed or disposed of by the Lessee as provided by the said last mentioned Section may on Our behalf be sold by public auction at the risk of the Lessee and the proceeds of such sale applied paid or vested in Us as the case may be in the manner respectively provided by such Section. FIRST SCHEDULE SPECIAL CONDITIONS (The special conditions of the Mining Lease shall be those set out in Schedule C of the Agreement made pursuant to the Rundle Oil Shale Agreement Act 1980.) SECOND SCHEDULE Name of Mining Lease: (Description by survey of the land demised as shown on the diagram and plan Catalogue Number held at the Department of Mines, Brisbane.) IN TESTIMONY WHEREOF We have caused this Our Lease to be Sealed with the Seal of Our said State. WITNESS Our Trusty and Well-beloved His Excellency Commodore Sir JAMES MAXWELL RAMSAY, Commander of Our Most Excellent Order of the British Empire, upon whom has been conferred the Decoration of the Distinguished Service Cross, and Commodore in Our Royal Australian Navy (Retired), Governor in and over the © State of Queensland and its Dependencies, in the Commonwealth of Australia, at Government House, Brisbane, in Queensland, aforesaid, this day of , in the year of Our Reign and in the year of Our Lord one thousand nine hundred and

456 Rundle Oil Shale Agreement Act 1980, No. 34 SCHEDULE C SPECIAL. CONDITIONS TO ATTACH TO THE MINING LEASE 1. (i) Where in these special conditions the term "Minister" is used it shall be read and construed as meaning the Minister for the time being charged with the administration of the Mining Act1968-1979. (ii) Where the term "Agreement" is used in these special conditions it shall be read and construed as meaning the Agreement made pursuant to the Rundle Oil Shale Agreement Act 1980. (iii) Where in these special conditions the term "approved" is used it shall be read and construed as meaning approved by the Minister in writing. If a Mining Plan is approved under clause 6 of Part II of the Agreement such approval shall extend to and be deemed to include specific approval of all matters shown in such Mining Plan which are referred to in special condition 1 (vi) (h). (iv) The following special conditions shall be complied with,, by the Lessee unless varied pursuant to subclause (5) of clause 4 of Bait, II of the Agreement, and in such case the Lessee shall comply with these special conditions as so varied. (v) The area of the dam and impoundment on Mundui n. Creek and the diversion works as defined in Part VII of the Agreement shall be deemed to be areas not disturbed for mining purposes in these conditions. The treatment plant site shall be deemed to be an area not disturbed for mining purposes for the purposes of special conditions 3 (iv) and 3 (xii) hereof. (vi) In compliance with clause 6 of Part II of the Agreement the Lessee shall at intervals of not less than three (3) years submit to the Minister, in duplicate, a Mining Plan for the Mining Lease. Such Plan shall show:- (a) details of mining operations including the processing of oil shale and carbonaceous shale and the disposal of wastes; (b) the capacity and location of all mining equipment; (c) the proposed location and contour of all mining areas and areas proposed to be disturbed for mining purposes; (d) the proposed rehabilitation of mined and disturbed ground; (e) the existence and operation of pollution control measures; (f) any other information relevant to the mining (including winning treatment and disposal of waste) and rehabilitation of the Mining Lease and protection of the surrounding ground during the term of such Plan; (g) the location and grade of all known oil shale deposits within the Mining Lease area and the proposed utilization of such deposits; and

Rundle Oil Shale Agreement Act 1980, No. 34 457 (h) any matter requiring specific approval under Mining Lease special conditions:- 1 (ix) 2 (ii) 3 (iii) i (x) 2 (iv) 3 (iv) 1 (xiii) 2 (vi) 3 (v) 1 (xiv) 2 (ix) 3 (vi) 2 (x) 3 (vii) 3 (viii) 3 (ix) or 3 (xii). (vii) The Lessee shall observe at all times the provisions of the Rural Fires Act 1946-1977, Part V of the Stockroutes and Rural Lands Protection Act 1944-1978 and the Aboriginal Relics Preservation Act 1967-1976 as they relate to the Lessee and to the Mining Lease area. (viii) Except as provided in Part VIII of the Agreement and in the case of dedicated roads all roads, tracks and rights of way on the Mining Lease area shall be maintained by the Lessee so that those persons who have a legal right to use such roads, tracks or rights of way shall have. access at all times and if the Lessee desires to mine through the path of an existing road, track or right of way an alternative road, track or right of way shall be provided by the Lessee and maintained at a standard at least equal to that of the original road, track or right of way. Such alternative routes shall follow the most direct path practicable. This special condition shall not be construed as negating the provisions of Section 44 of the Mining Act1968-1979, in -any way. (ix) The Lessee shall not use any insecticidal, herbicidal or similar toxic substance on the Mining Lease area except in compliance with an approved Mining Plan. (x) Where the Lessee wishes to construct levee banks other than those which are under the jurisdiction of the Commissioner of Water Resources for the purpose of preventing the ingress of the sea he shall construct such levees:- (a) only in accordance with an approved Mining Plan; and (b) landwards of highwater mark but not less than twenty (20). metres landwards of significant mangrove communities or landwards of other lines as shall be agreed between the Minister and the Lessee, or as may be required in construction and maintenance of such diversion works of Munduran Creek. (xi) Prior to the commencement of mining the Lessee shall appoint a person or persons of approved qualifications who shall:- (a) monitor dust and noxious gases above and around the Mining Lease area; (b) monitor the quality of all waters on the Mining Lease area and entering and leaving the Mining Lease area either as stream flows, piped or channelled waters or groundwater flows;

45 8 Rundle Oil Shale Agreement Act 1980, No. 34 (c) monitor the quality of waters in that body of water known as "The Narrows" and situated east of the Mining Lease area; and (d) direct and monitor the waste disposal and rehabilitation programme and conduct any experimental works necessary to ensure compliance with these special conditions. The Lessee shall submit at least annually, to the Minister and to the Minister of the Crown for the time being charged with the administration of the CleanWaters Act1971-1979 and Clean Air Act 1963-1978 a report including full details and results of the programme of monitoring and rehabilitation. (xii) The Minister, after consultation with the Minister of the 'Crown for the time being charged with the administration of the CleanWaters Act1971-1979 and Clean Air Act 1963-1978 may direct the Lessee at any time to include in an air or water monitoring programme any factor considered to arise out of the activities of the Lessee carried out on the Mining Lease area and the Minister may also direct the number and frequency of the samples to be taken and the method of analysis, if any, to be used. (xiii) With respect to Telecom Australia facilities or equipment within the Mining Lease area the Lessee shall:- (a) not disturb or erect structures within a' distance of four (4) metres of any such facility or equipment unless otherwise approved in an approved Mining Plan; (b) allow access by Telecom Australia employees for official purposes; (c) subject to any defences otherwise available be liable for damage caused by the Lessee or his operations to Telecom Australia facilities or equipment; and (d) allow Telecom Australia to exercise its powers and rights under the TelecommunicationsAct1975-1976 of the Commonwealth on the Mining Lease area at all times. (xiv) With respect to the facilities or equipment operated and owned by The Capricornia. Electricity Board on the Mining Lease the Lessee shall: (a) not disturb or erect structures within a distance of five (5) metres of any such facilities or equipment or within five (5) metres of the centreline of any transmission line unless otherwise approved in an approved Mining Plan; (b) allow access to employees of The Capricornia Electricity Board for official purposes; and (c) subject to any defences otherwise available be liable for damage caused by the Lessee or his operations to the property of The Capricornia Electricity Board. 2. (i) The Lessee shall obtain, and maintain in good working order, sufficient dust suppression equipment so that the Minister is satisfied that effective dust suppression may be carried out.

Rundle Oil Shale Agreement Act 1980, No. 34 459 (ii) If the Lessee proposes to use water to suppress dust within the Mining Lease area he shall ensure a sufficient supply of water of approved quality to satisfy the Minister that effective dust suppression may be carried out. (iii) The Minister may direct that specific dust suppression measures shall be carried out by the Lessee. (iv) Where the Lessee collects toxic gases and the Lessee wishes to dispose of such collected material, even though such material may no longer be in a gaseous form, such disposal shall be in accordance with an approved Mining Plan. (v) The Minister may direct that specific measures be taken by the Lessee to reduce the concentration of toxic gases being released from the Mining Lease area. (vi) Subject to the CleanWaters Act1971-1979 the Lessee shall collect and contain all waters and waste waters on the Mining Lease area which:- (a) are pumped from any mine or pit; (b) run-off or seep from any ground disturbed for mining purposes or used to dispose of wastes except that area defined as rehabilitated in special condition 3 (x); (c) are used for industrial purposes on the Mining Lease area, including cooling or heat exchanging, and the Lessee shall only allow waters and waste waters from any of the listed sources to leave the Mining Lease area in accordance with an approved Mining Plan and any license notice or exemption held by the Lessee under the CleanWaters Act1971-1979. The provisions of this special condition shall not apply to water vapour. (vii) The Minister in consultation with the Minister for the time being charged with the administration of the Clean Waters Act1971-1979 may direct that- specific measures be taken by the Lessee to improve the purity and quality of any water to be disposed of on the Mining Lease area. (viii) The Lessee shall comply with the sludge abatement conditions aF required by Section 60 (2) (a), (b) and (c) of the Mining Act1968-1979. (ix) The Lessee shall not save with the written approval of the Minister and subject to such conditions as he may impose pump or cause sea water to be moved inland of the high water mark within the Mining Lease area and shall only pump or cause salt or saline water to be moved within the Mining Lease area in accordance with an approved Mining Plan. (x) The Lessee shall submit with each proposed Mining Plan:- (a) his proposals to contain accidental fires on and within the Mining Lease area and for any equipment and staff training programmes relating thereto; and

460 Rundle Oil Shale Agreement Act 1980, No. 34 (b) his proposals to preclude the accidental spillage of mine products or wastes and for any equipment and staff training programmes necessary to contain any accidental spillage, and the Lessee shall maintain any equipment kept for the purposes of (a) and (b) above in good working order and available exclusively for the purposes submitted, and shall conduct any staff training programmes as approved in the Mining Plan. 3. (i) Prior to the commencement of any clearing of land on the Mining Lease area by the Lessee or his assigns, the Lessee shall submit to the Minister a description of the soil, vegetation and topography of the Mining Lease area . Such description shall include:- (a) a map marked in contours; (b) a map showing the distribution of vegetation associations; (c) descriptions of each vegetation association including species present and their abundance; (d) a map showing the distribution of soil types; and (e) descriptions of each soil type including a profile description using the Northcote System and measures of organic carbon, total nitrogen, acid soluble phosphorus, available potassium, total soluble salts, and pH for the surface horizon of each soil type. (ii) Prior to the commencement of any clearing of land under the Mining Lease the Lessee shall inform the owner of the timber, being the Department of Forestry of the State in the case of timber which is the property of the Crown, in sufficient time for the effective removal of timber and the Lessee shall not commence clearing operations until the written permisison of such owner or such Department of Forestry, as the case may be, is first had and obtained. In the case of timber coming under the jurisdiction of such Department of Forestry where such Department has not arranged for the removal of merchantable timber within a period of four (4) months from the date of receipt of notification by the Lessee; the Lessee may commence clearing but shall then either pay to such Department of Forestry stumpage at the rate prescribed by such Department (and the Lessee may then dispose of such timber as he deems fit), or the Lessee shall cut and separately stack that timber which he considers to be of merchantable quality so as to minimise deterioration thereof, whichever such Department of Forestry may require. In the case of all timber other than that referred to in the previous paragraph where the owner of such timber has • not removed the merchantable timber within a period of four (4) months from the date of receipt of notification by the Lessee, the Lessee may commence clearing but then shall separately stack that timber which he considers to be of merchantable quality so as to minimise deterioration thereof. (iii) The Lessee shall dispose of all wastes resulting from clearing operations within the boundaries of the Mining Lease and in accordance

Rundle Oil Shale Agreement Act 1980, No. 34 461 with an approved Mining Plan and such plan shall not contravene the provisions of the Rural Fires Act 1946-1977. (iv) Where an area of the Mining Lease is to be disturbed for mining or mining purposes, the Lessee shall remove from such area soil to a depth which the Minister may approve in the Mining Plan for such area . The material removed shall be stockpiled on a site approved in the Mining Plan and such material shall not be used for any purpose other than for rehabilitation as part of an approved Mining Plan. (v) Where the Lessee proposes to deposit overburden and/or spent shale on a mined or unmined area he shall:- (a) not commence operations until such proposals have been approved in an approved Mining Plan; (b) construct works as the Minister may approve to ensure that any water leaching through the dump or running from the dump shall not contaminate groundwaters or streams and shall be collected or discharged in compliance with special condition 2 (vi); and (c) construct such dump only in accordance with a plan approved in an approved Mining Plan which describes the height of such dump, the maximum slopes on such dump, the methods of deposition and compaction of the wastes, the incorporation of drainage ways within such dump, the burial of toxic wastes and the incorporation of layers of low or high permeability within, under or around such dump. (vi) Where the Lessee has constructed and completed a dump in compliance with the provisions of special condition 3 (v) he shall:- (a) submit to the Minister a proposal for the rehabilitation of the surface of such dump, showing:- (i) measures to contain erosion and' reinstate a run-off drainage system; (ii) the return of topsoil material referred to in special condition 3 (iv) to such dump; (iii) the pasture species and planting methods to be used to achieve a vegetation cover over such dump; (iv) the species and planting pattern to be used to establish trees on such dump; (v) a timetable for the programme; (b) rehabilitate the surface of such dump in accordance with the proposal submitted in accordance with paragraph (a) aforesaid and which has been approved. (vii) Where the Lessee wishes to dispose of material other than overburden and spent shale within the Mining Lease area he shall submit a proposal for such disposal to the Minister and shall only dispose of such materials when such proposal has been approved as part of an approved Mining Plan.

462 Rundle Oil Shale Agreement Act 1980, No. 34 (viii) The Lessee shall backfill as provided in an approved Mining Plan and in so doing he shall:- (a) backfill the mined area with spent shale or overburden and such backfilling shall be in compliance with special condition 3 (v); (b) ensure that water does not lie on the mined out or backfilled ground unless an area has been approved for the storage of water; (c) rehabilitate the backfilled area as for a completed dump in special condition 3 (vi). (ix) Where the Lessee mines an area or disturbs an area for mining purposes and does not propose to use such area for the disposal of overburden or spent shale he shall:- (a) as part of a proposed Mining Plan submit to the Minister his proposals to rehabilitate such area including- (i) the recontouring of such area appropriate to a nominated post mining land use; (ii) if applicable the return of any topsoil removed from such area under the provisions of special condition 3 (iv); (iii) the stabilization of such area against the natural forces of erosion; (iv) if applicable the revegetation of such area; (b) rehabilitate such area in accordance with an approved Mining Plan. (x) An area which has been mined or disturbed for mining purposes and which has been treated in accordance with the provisions of special conditions 3 (v), 3 (vi), 3 (viii) or 3 (ix) shall be considered to be rehabilitated when:- (a) if applicable the. surface is established with a vegetation cover; (b) a run-off drainage system is stable and not likely (in the opinion of the Minister) to erode; (c) if applicable the tree species planted have either flowered or achieved a size as may be approved by the Minister; and (d) the Minister is satisfied that the rehabilitation is permanently established and shall require no further maintenance. (xi) An area which has been mined or disturbed for mining purposes shall not be relinquished from the Mining Lease area until it is rehabilitated as defined in special condition 3 (x). (xii) The Lessee shall conduct his mining operation so as not to disturb for mining or mining purposes an area exceeding three hundred and seventy-five (375) hectares of the surface of the Mining Lease area at any one time, or such greater area as may be approved in an approved Mining Plan provided that the provisions of subclause (2) of clause 7 of Part II of the Agreement shall then apply.

Rundle Oil Shale Agreement Act 1980, No. 34 463 SCHEDULE D QUEENSLAND Pipeline License No. PIPELINE LICENSE under The Rundle Oil Shale Agreement Act 1980 The Petroleum Act 1923-1976 Elizabeth the Second, by the Grace of God, of the United Kingdom, Australia, and Her other Realms and Territories, Queen, Head of the Commonwealth, Defender of the Faith. TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING : WHEREAS in conformity with the provisions of Acts of Parliament of Our State of Queensland called the Petroleum Act1923-1976 and the Rundle Oil Shale Agreement Act 1980 (hereinafter called "the Acts") (the said companies being hereinafter jointly and severally referred to as "the Licensee") have made a request to Us for a License for the construction and operation of a pipeline or pipelines within Our said State (hereinafter called "the Pipeline") along the Service Corridor referred to in the Agreement made pursuant to the Rundle Oil Shale Agreement Act 1980 AND WHEREAS We have consented to grant a Pipeline License to the said Licensee for the purpose of conveyance thereby of shale oil and gas and other by-products under and subject to the terms and conditions hereinafter mentioned and to the terms conditions expectations reservations and provisos contained in such Acts and the Regulations made or to be made thereunder NOW KNOW YE that in consideration of the premises and of the yearly license fee terms conditions and agreements hereinafter contained on the part of the Licensee to be paid observed- and performed WE DO HEREBY FOR US OUR HEIRS AND SUCCESSORS GRANT unto the Licensee FULL LICENSE AND AUTHORITY under and subject to the provisions of such 'Acts to construct and operate at the sole cost of the Licensee a pipeline or pipelines within Our said State for the conveyance thereby of shale oil, gas and other by-products. PROVIDED ALWAYS THAT these Presents are upon the special conditions set out in the Schedule hereto. IN TESTIMONY WHEREOF We have caused this Our License to by sealed with the Seal of Our said State.

464 Rundle Oil Shale Agreement Act 1980, No. 34 SCHEDULE SPECIAL CONDITIONS (Special conditions to be in accordance with Schedule E of the Agreement made pursuant to the Rundle Oil Shale Agreement Act 1980.) WITNESS Our Trusty and Well-beloved His Excellency Commodore Sir JAMES MAXWELL RAMSAY, Commander of Our Most Excellent Order of the British Empire, upon whom has been conferred the Decoration of the Distinguished Service Cross, and Commodore in Our Royal Australian Navy (Retired), Governor in and over the © State of Queensland and its Dependencies, in the Commonwealth of Australia, at Government House, Brisbane, in Queensland, aforesaid, this day of , in the year of Our Reign, and in the year of Our Lord one thousand nine hundred and SCHEDULE E SPECIAL CONDITIONS TO ATTACH TO PIPELINE LICENSE 1. In these conditions unless the context otherwise requires the several terms following shall have the meanings respectively assigned to them- "Department" means the Department of Mines of the State. "Licensee" means the Companies, their successors and permitted assigns. "Minister" means the Minister of the Crown for the time being Charged with the administration of the Mining Act1968- 1979 and the Petroleum Act1923-1976. "State Mining Engineer" means the State Mining Engineer and such other officer of the Department of Mines authorised by the Minister to exercise the powers of the State Mining Engineer with respect to this License. 2. Upon the discontinuance of the use of the land the subject of the pipeline license by the Licensee and of the exercise by the Licensee of the rights hereby granted to him the Licensee shall remove the equipment appurtenances and poles above the ground surface and shall restore the surface of such land to its previous condition so far as it is practicable so to do. 3. The pipeline or pipelines when constructed shall be used by the Licensee for the conveyance thereby of the liquid and gaseous hydrocarbon products from the Mining Lease granted under Part II of the Agreement made pursuant to the Rundle Oil Shale Agreement Act 1980 to the Tank Farm defined in Part V of such Agreement.

Rundle Oil Shale Agreement Act 1980, Nc. 34 465 4. No section of the pipeline shall be brought into operation by the Licensee before such section shall have been tested . The Licensee shall submit to the State Mining Engineer a detailed testing programme for approval at least fourteen (14) days prior to the commencement of any tests . To facilitate attendance by an Inspector at such tests, the Licensee shall give to the State Mining Engineer seven (7) days minimum notice of the performance of any such test. A full report on the results of such test shall be submitted to the State Mining Engineer not less than seven (7) days before such section of the pipeline is brought into operation. 5. The Licensee shall permit an Inspector to inspect the pipeline oor any section thereof both during construction and after completion of construction during operation at all reasonable times in order to ensure that the provisions terms and conditions of this License are being complied with by the Licensee its agents and servants, and shall render such assistance and provide such information to an Inspector as he may reasonably require with respect to any matter or thing concerning the construction or operation of the pipeline. Abandoned sections of the pipeline shall be made safe by removal or other means approved by the Minister. 6. The Licensee shall lodge with the Minister within six (6) months of completion of construction or such later date as the Minister may in writing approve:- (a) a plan drawn to a scale of not less than one to one hundred thousand (1:100 000) showing the actual route of the pipeline as laid in the ground within the boundaries of the service corridor together with a description of the lands, easements and rights of way for the purposes of the pipeline and of all pipeline crossings included in such actual route. The Minister shall notify the Licensee in writing of his acceptance of such plan and description and of its registration in the proper office of the Department; (b) a final report upon the construction of the pipeline together with a plan and section to a scale approved by the State Mining Engineer, showing the location of the pipeline in relation to roads, railways, rivers and streams, fences, property boundaries, underground pipes and cables, electricity transmission lines and other structures adjacent to the pipeline and showing the exact location of pumping stations, storage tanks, metering arrangements, valves and scraper traps along the pipeline. 7. The Licensee shall take adequate measures to prevent corrosion of the pipeline. 'Before commencing construction of the pipeline the Licensee shall submit to the State Mining Engineer the results of investigations and proposals for protecting the pipeline against corrosion

466 Rundle Oil Shale Agreement Act 1980, No. 34 and shall at regular intervals as approved by the Stag. Mining Engineer submit the results of further investigations and proposals to ensure that the pipeline continues to be protected against corrosion. 8. If the Licensee shall have failed to carry out any of its obligations under this License such failure shall be dealt with in accordance with clause 8 of Part XI of the Agreement made pursuant to the Rundle Oil Shale Agreement Act 1980. 9. Any notice, certificate, report or other writing authorised or required by this License to be given or sent shall be deemed to have been duly given or sent if given or sent in accordance with the provisions of clause 6 of Part XI of the Agreement made pursuant to the Rundle Oil Shale Agreement Act 1980. 10. The Licensee shall at all times exercise the rights and privileges hereby granted in a proper and workmanlike manner so as to cause as little inconvenience as practicable and do as little damage as practicable to the land the subject of the pipeline license and the land which it is necessary to pass over to gain entry to such land. 11. The Licensee shall as soon as weather and soil conditions permit and insofar as it is practicable so to do bury and maintain all pipelines so as not to interfere unreasonably with the drainage of such land or where practicable the ordinary cultivation thereof. 12. The Licensee shall during construction of the pipeline maintain existing access routes and construct temporary crossings as necessary. 13. The Licensee shall construct and maintain a permanent crossing where above ground sections of the pipeline cross existing access routes. 14. Where the pipeline is to be constructed near or under electricity supply works the Licensee:- (a) shall not cause any plant machinery materials equipment or persons to approach an electric power transmission line within the limit prescribed in Regulation 38 of the Electricity Regulations 1977 or such other limit prescribed by the State Electricity Commission; (b) shall not erect any temporary or permanent structures within a distance of five (5) metres of any facility, equipment or structure or within five (5) metres from the centreline of any electric power transmission line the property of any Electricity Authority; (c) shall cause all of the works pursuant to the License to be carried out in such manner and effect so as not to cause injury or disturbance to plant, equipment or structures the property of any Electricity Authority or to the ground within five (5) metres from any such plant, equipment or structure;

Rundle Oil Shale Agreement Act 1980, No. 34 467 - (d) shall at all times take such measures as to ensure that works pursuant to the License shall not interfere with the free and uninterrupted access to and passage along easements for electric power transmission lines by employees of any Electricity Authority with or without assistants, vehicles, machinery or. equipment; (e) shall not cause to be operated any movable plant or machinery upon any easement for an electric power transmission line other than for passage across the easement without the prior approval of the relevant Electricity Authority which approval shall be sought at least fourteen (14) days prior to the date when such operations are proposed to be commenced; (f) shall at all times be held liable for any damage to land equipment plant structures and any other property of any Electricity Authority caused by or incidental to works of the Licensee or agents of the Licensee; (g) shall in respect of works on any easement for an electric power transmission line and without limiting the liability of the Licensee take notice of and put into effect the instructions of any Safety Observer nominated by the relevant Electricity Authority. 15. Where the pipeline is or is to be constructed near a pipeline or work constructed by the Gladstone Area Water Board in accordance with the provisions of Part VI of the Agreement pursuant to which this License is issued the Licensee:- (a) shall not without the prior consent in writing of such Water Board erect any temporary or permanent structures within a distance of five (5) metres of any pipeline facility equipment works or structure or within five (5) metres from the centreline of such pipeline the property of such Water Board; (b) shall cause all of the works pursuant to the License to be carried out in such manner and effect, so as not to cause injury or disturbance to any pipeline facility equipment works or structure the property of such Water Board or, without prior consent in writing by such Water Board to the ground within five (5) metres from any such pipeline facility equipment works or structure; (c). shall at all times take such measures as to ensure that works pursuant to the License shall not interfere with the free and uninterrupted access to and passage along the land adjacent to the pipeline the property of such Water Board by employees of such Water Board with or without assistants, vehicles, machinery or equipment; (d) shall at all times be held liable for any damage to land pipeline facilities equipment works or structures and any other property of such Water Board caused by or incidental to works of the Licensee or agents of the Licensee.

0 CURTIS ISLAND ).l PARK Proposed Diversion Channel Route Ramsay \ Crol sing r7 }}f' l Zy l^- / r,^ ^^ ^^ zt ft1^ n L J ti U^,r^ rZ /g Proposed Dam , ^j C c.7o J Boundary of Mining Lease ML 724 Gladstone -1, O S 2 3 4km L gRU^E MT LARCOM ^r® 'So SCHEDULE F SHOWING PROPOSED NATIONAL PARK NORTHERN ACCESS ROAD ROAD TO RAMSAY CROSSING PROPOSED DAM PROPOSED DIVERSION CHANNEL ROUTE BUFFER ZONE

468 Rundle Oil Shale Agreement Act 1980, No. 34 SCHEDULE G LANDS OVER WHICH THE COMPANIES ARE TO EXERCISE OPTIONS IN ACCORDANCE WITH SUBCLAUSE (1) OF CLAUSE 2. OF PART VIII 1. Munduran Pastoral Holding No. 3532 in the Land Agents District of Gladstone. 2. Special Lease No. 33863 in the Land Agents District of Gladstone being Portion 16 in the County of Deas Thompson, Parish of Rundle. 3. Miners Homestead Perpetual Leaseholds Nos. 1420, 1421, 1519, 1521, 1578, 1579, 1702 and 1729, Gladstone. SCHEDULE H LANDS TO BE INCLUDED IN SPECIAL LEASES IN ACCORDANCE WITH SUBCLAUSE (2) OF CLAUSE 2 OF PART VIII 1. That portion of Munduran Pastoral Holding No. 3532 in the Land Agents District of Gladstone which is not to be included in the Mining Lease. 2. Miners Homestead Perpetual Leaseholds Nos. 1420, 1421, 1521, 1579 and 1702, Gladstone.

Rundle Oil Shale Agreement Act 1980, No. 34 469 In Witness whereof the parties have executed this Agreement. the day and year first hereinbefore written.