Halliburton Australia Pty Ltd Application for Works ... · Halliburton Australia Pty Ltd...

Halliburton Australia Pty Ltd

Application for Works Approval Part V, Division 3, Environmental Protection Act 1996

Liquid Mud Plant Lot 587 Crab Creek Road, Broome

1 October 2019

57470/124791 (Rev 1)

JBS&G Australia Pty Ltd T/A Strategen-JBS&G

©JBS&G Australia Pty Ltd T/A Strategen-JBS&G 57470/124791 (Rev 1) ii

Table of Contents

Abbreviations .......................................................................................................................... iv

1. Introduction ................................................................................................................... 1

1.1 Background .......................................................................................................... 1

1.2 Purpose and scope .............................................................................................. 1

2. Attachment 1A: Proof of occupier status ...................................................................... 2

3. Attachment 1B: ASIC company extract.......................................................................... 3

4. Attachment 2: Premises maps ....................................................................................... 8

5. Attachment 3A: Proposed activities ............................................................................ 12

5.1 Existing premises ............................................................................................... 12

5.2 Process overview ............................................................................................... 14

5.3 Proposed works ................................................................................................. 14

5.4 Containment ad storage infrastructure ............................................................ 14

5.4.1 Mixing area ........................................................................................ 14

5.4.2 External bunded storage area ............................................................ 15

5.4.3 Powder storage silos .......................................................................... 15

5.4.4 Stormwater ........................................................................................ 15

5.5 Environmental management ............................................................................. 15

6. Attachment 7: Siting and location ............................................................................... 17

6.1 Residential and sensitive premises ................................................................... 17

6.2 Specified ecosystems......................................................................................... 17

6.3 Groundwater sources ........................................................................................ 17

6.4 Climate ............................................................................................................... 18

6.5 Topography and landform ................................................................................. 18

6.6 Geology and soils ............................................................................................... 18

6.7 Hydrogeology .................................................................................................... 18

6.8 Surface water .................................................................................................... 18

7. Attachment 9: Proposed fee calculation ..................................................................... 20

Limitations ............................................................................................................................. 21

References ............................................................................................................................. 22

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©JBS&G Australia Pty Ltd T/A Strategen-JBS&G 57470/124791 (Rev 1) iii

List of Tables Table 1.1: Prescribed premises categories .............................................................................. 1

Table 1.2: Supporting attachments.......................................................................................... 1

Table 4.1: Premises coordinates (MGA 94, Zone 50) ............................................................... 8

Table 5.1: Key infrastructure.................................................................................................. 14

Table 7.1: Cost of works ......................................................................................................... 20

List of Figures Figure 5.1: Aerial photograph 1 ............................................................................................. 12

Figure 5.2: Aerial photograph 2 ............................................................................................. 13

Figure 5.3: Shed separation ................................................................................................... 13

Figure 6.1: Sensitive receptors ............................................................................................... 19

Figure 7.1: Works approval fee calculator ............................................................................. 20

Appendices Appendix A Lease

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©JBS&G Australia Pty Ltd T/A Strategen-JBS&G 57470/124791 (Rev 1) iv

Abbreviations

Term Definition DMIRS Department of Mines, Industry Regulation and Safety DWER Department of Water and Environmental Regulation EMP Environmental Management Plan LAO Linear Alpha Olefin LMP Liquid Mud Plant SBM Synthetic Based Mud TAN Technical Ammonium Nitrate WBM Water Based Mud WWTP Wastewater Treatment Plant

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©JBS&G Australia Pty Ltd T/A Strategen-JBS&G 57470/124791 (Rev 1) 1

1. Introduction

1.1 Background

Halliburton Australia Pty Ltd (Halliburton) is seeking approval to construct a Liquid Mud Plant (LMP) at Lot 587 Crab Creek Road in Broome.

The LMP is in the Broome Road Industrial Estate approximately 8 km north east of the Broome townsite, within the Shire of Broome. Lot 587 is zoned Industrial under Local Planning Scheme No. 6.

Strategen-JBS&G was commissioned to prepare a works approval application for the construction of the LMP.

1.2 Purpose and scope

This document supports Halliburton’s application for a new works approval to construct the LMP under the following categories of prescribed premises listed in Part 2 of Schedule 1 of the Environmental Protection Regulations 1987 (Table 1.1).

Table 1.1: Prescribed premises categories Category number Description of category Production or design

capacity threshold 75 Chemical blending or mixing not causing discharge: premises on which

chemicals or chemical products are mixed, blended or packaged in a manner that does not cause or is not likely to cause a discharge of waste into the environment.

5,000 tonnes or more per year

73 Bulk storage of chemicals etc.: premises on which acids, alkalis or chemicals that — contain at least one carbon to carbon bond; and are liquid at STP (standard temperature and pressure) are stored.

1,000 m3 in aggregate

This document is structured to provide attachments required by DWER’s Application Form: Works Approval/Licence/Renewal/Amendment/Registration (February 2019, v 11) (Application Form).

An overview of the Application Form supporting attachments and the relevant sections of this document that address each of the information requirements is shown in Table 1.2.

Table 1.2: Supporting attachments Application form attachments Section in this document Attachment 1A: Proof of occupier status Section 2 Attachment 1B: ASIC company extract Section 3 Attachment 2: Premises map/s Section 4 Attachment 3A: Proposed activities Section 5 Attachment 3B: Map for proposed area to be cleared Not required Attachment 4: Biodiversity surveys Not required Attachment 5: Other approvals and consultation documentation Not required Attachment 6A: Emissions and discharges Not required Attachment 6B: Waste acceptance Not required Attachment 7: Siting and location Section 6 Attachment 8: Other relevant information Not required Attachment 9: Proposed fee calculation Section 7 Attachment 10: Request for exemption from publication Not required

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2. Attachment 1A: Proof of occupier status

A copy of the lease between Halliburton Australia Pty Ltd (the Tenant) and Marphil Holdings Pty Ltd (the Landlord) for part of Lot 587 on Deposited Plan 71791 is contained in Appendix A. The lease expires on 30 October 2024 with the option of an extension to 30 October 2029.

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3. Attachment 1B: ASIC company extract

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Current Company Extract

Name: HALLIBURTON AUSTRALIA PTY LTDACN: 009 000 775

Date/Time: 20 September 2019 AEST 06:57:24 PM

This extract contains information derived from the Australian Securities and Investments Commission's (ASIC) database under section 1274A of the Corporations Act 2001.

Please advise ASIC of any error or omission which you may identify.

ASIC A us tralian Securities & Investments Commission

Current Company Extract HALLIBURTON AUSTRALIA PTY LTD

ACN 009 000 775

20 September 2019 AEST 06:57:24 PM 1

Organisation Details Document Number

Current Organisation Details

Name: HALLIBURTON AUSTRALIA PTY LTD 0900077A

ACN: 009 000 775

ABN: 73009000775

Registered in: Western Australia

Registration date: 26/10/1981

Next review date: 26/10/2019

Name start date: UNKNOWN

Previous state number: C0797441J

Status: Registered

Company type: Australian Proprietary Company

Class: Limited By Shares

Subclass: Proprietary Company

Address Details Document Number

Current

Registered address: Level 27, 140 St Georges Terrace, PERTH WA 6000 7E7124170

Start date: 20/07/2015

Principal Place Of Business address:

Level 27, 140 St Georges Terrace, PERTH WA 6000 7E7124170


Officeholders and Other Roles Document NumberDirector

Name: TAT MENG LUI 7E6406471

Address: 11a Ss21/17, Damansara Utama, 47400 Petaling Jaya, Malaysia

Born: 07/03/1974, KUALA LUMPUR, MALAYSIA

Appointment date: 30/09/2014

Name: SIMON ANTHONY DAVIES 7E7008130

Address: 5 Coppercups Place, HALLS HEAD WA 6210

Born: 22/04/1969, NEWPORT, WALES, UNITED KINGDOM


Name: MICHAEL FRANCIS LAURANCE 7E8170634

Address: 20 Reacher Place, OCEAN REEF WA 6027

Born: 26/10/1966, EPPING, NSW


Name: CHONG KEAT JEOW 7E8371828

Address: 2 Bowler Place, BULL CREEK WA 6149

Born: 28/12/1975, WP KUALA LUMPUR, MALAYSIA


SecretaryName: IAN RICHARD HOBSON 025397258

Address: 62 Kingsway, NEDLANDS WA 6009


ACN 009 000 775


Born: 10/09/1964, PERTH, WA


Appointed AuditorName: KPMG 020277725

Address: Level 1 152-158 St Georges Terrace PERTH WA 6000


Ultimate Holding CompanyName: HALLIBURTON COMPANY 00900077K

Org No.: 105 299 214

Share Information

Share Structure

Class Description Number issued

Total amount paid

Total amount unpaid

Document number

ORD ORDINARY SHARES 1650002 1650002.00 0.00 008774573

10% NCRP

10% NON-CUMULATIVE REDEEMABLE PREFERENCE

1450000 1450000.00 0.00 0900077A

Members

Note: For each class of shares issued by a proprietary company, ASIC records the details of the top twentymembers of the class (based on shareholdings). The details of any other members holding the same number ofshares as the twentieth ranked member will also be recorded by ASIC on the database. Where available,historical records show that a member has ceased to be ranked amongst the top twenty members. This may,but does not necessarily mean, that they have ceased to be a member of the company.

Name: HALLIBURTON CONSOLIDATED PTY LTD

ACN: 101 049 521

Address: Level 27, 140 St Georges Terrace, PERTH WA 6000

Class Number held Beneficially held Paid Document number

ORD 1650002 yes FULLY 7E7124170

Name: HALLIBURTON CONSOLIDATED PTY LTD

ACN: 101 049 521

Address: Level 27, 140 St Georges Terrace, PERTH WA 6000

Class Number held Beneficially held Paid Document number

10% NCRP 1450000 yes FULLY 7E7124170

Financial Reports

I I I I I I

I I I I I I


ACN 009 000 775


Balance date

Report due date

AGM due date

Extended AGM due

AGM held date

Outstanding Document number

31/12/1996 no 012548462

31/12/1997 30/04/1998 no 014137430

31/12/2000 30/04/2001 30/04/2001 no 019767369

31/12/2001 30/04/2002 30/04/2002 no 019767370

31/12/2002 30/04/2003 no 019967445

31/12/2003 30/04/2004 no 020277725

31/12/2004 30/04/2005 no 021295089

31/12/2005 31/05/2006 no 022940705

31/12/2006 31/05/2007 no 023732291

31/12/2007 30/04/2008 no 024729087

Documents

Note: Where no Date Processed is shown, the document in question has not been processed. In theseinstances care should be taken in using information that may be updated by the document when it is processed.Where the Date Processed is shown but there is a zero under No Pages, the document has been processed buta copy is not yet available.

Date received Form type Date processed

Number of pages

Effective date

Document number

22/09/2016 484E Change To Company Details Appointment Or Cessation Of A Company Officeholder

22/09/2016 2 22/09/2016 7E8371828

22/09/2016 484E Change To Company Details Appointment Or Cessation Of A Company Officeholder

22/09/2016 2 22/09/2016 7E8371835

Note: Where the expression 'Unknown' is shown, the precise date may be available from recordstaken over on 1 January 1991 and held by ASIC in paper or microfiche.

***End of Extract of 3 Pages***


4. Attachment 2: Premises maps

The LMP is located on part of Lot 587 on Plan 71791, Crab Creek Road, Broome WA 6714. The prescribed premises boundary does not cover the entirety of Lot 587 and encompasses all plant, equipment and storage areas relevant to the LMP.

The coordinates of the prescribed premises boundary are shown in Table 4.1 below and on the Premises map.

Table 4.1: Premises coordinates (MGA 94, Zone 50) Easting Northing

1 425393 8021217 2 425485 8021898 3 425463 8021778 4 425370 8021797

The following maps are attached:

• Premises map

• Site plan

• Site layout plan.

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File Name: W:\Projects\1)Open\Cygnetech\57470 Broome Liquid Mud Plant\GIS\Maps\R01 Rev A\57470_01_PremisesMap.mxdImage Reference: Esri, Garmin, GEBCO, NOAA NGDC, and other contributors www.nearmap.com© - Imagery Date: 18 June 2019.

Lot 587 on Plan 71791Crab Creek Road, BroomeScale 1:4,000 at A4 0 50 100

metres

Coord. Sys. GDA 1994 MGA Zone 51 ZJob No: 57470

Client: Halliburton Australia Pty Ltd

Version: A

Checked By: JB

Date: 01-Oct-2019

Premises Map

Legend:

Drawn By: cthatcher

Premises boundary

Cadastre boundary

!! Corner points

Roads (MRWA)

!BROOME

OVERVIEW MAP

Point Easting Northing

1 425393 8021917

2 425485 8021898

3 425463 8021778

4 425370 8021797

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Site plan

LAUNDRY/ABLUTION.-~

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KITCHEN/DINER~

PARKING BAYS

225kL FIRE ~ffi WATER TANKS 117). FIRE HYDRANT-...f '([JI

EQUIPMENT .

CONTAINERISED ~ FIRE WATER PUMP

EQUIPMENT

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REF. No REFERENCES REV DA TE DESCRIPTION BY

\ FIRE HYDRANT ANDHDSEPAD l6DFI

DRAWN ENGINEER CHECKED ENG MGR CLI ENT

WATER RETENTION

BASIN

SHEET 1 OF 1

SCALE 11000

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A3 10

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NOTES 1 DD NOT SCALE FROM DRAWING 1 ALLDIMENSIONSINmmU.N.O 3 REFERTODRAWING3060-ST-DR-001FOR

DETAILED SHED DIMENSIONS 4 SITEAREAASPERSITEBOUNDARY

DIMENSIONS AS SHOWN: 107,325m2

MARPHIL HO LDINGS PTY LTD AMMO NI UM NITRATE STORAGE FAC ILI TY

LOT 587 BROOME HIGHWAY, BROOME WA SITE PLAN

3060 3060-CI - DR-007 0 11 12

RDLLER DDOR

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R E FE R EN CE S -T.BRCY#N 24,480 BBL. BARASWIFT LMP GENERAL ARRANGEMENT

1».n29JAN18

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5. Attachment 3A: Proposed activities

5.1 Existing premises

Lot 587 comprises two sheds (90 m x 38 m each) covered by a common roof. An access lane separates the two sheds (Figure 5.3). The total size of the covered structure is approximately 200 m x 38 m.

The rest of the lot comprises external yard area (currently unsurfaced), a smaller shed (20 m x 17 m) attached to the front of the eastern shed (Store 2), access roads and other ancillary infrastructure.

The LMP will be constructed in the western shed (Store 1) and external yard area. Store 2 is currently occupied by Northwest Nitrate Supplies and used as a Technical Ammonium Nitrate (TAN) storage and transfer facility. The TAN facility also includes refuelling and fire-fighting equipment and water tanks located on the site.

Common infrastructure on the premises includes:

• two stormwater retention basins

• parking area, office and welfare facilities

• weighbridge and office.

A groundwater supply bore is located on site for the supply of water. The bore is licensed to abstract 40,000 kL per year of water (licence 176352).

The site layout is shown on the Site layout plan in Attachment 2, and aerial photos of the site are shown in Figure 5.1 and Figure 5.2.

Figure 5.1: Aerial photograph 1

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Figure 5.2: Aerial photograph 2

Figure 5.3: Shed separation

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5.2 Process overview

The LMP will mix and store drilling and completion fluids (or drilling muds) for use in the offshore oil and gas industry. The LMP will produce various types of drilling fluid, including water based muds (WBM), synthetic based muds (SBM) and linear alpha olefin (LOA) based muds.

The drilling fluids are produced by batch mixing bentonite, barite and other additives such as viscosity modifiers and fluid loss control agents with a carrier fluid - water, brine or synthetic liquids such as linear alpha olefins.

The barite and other additives will be stored inside the building. The mixing area will also be inside the building in a bunded area. Brine, synthetic base fluids, and mixed drilling fluids will be stored externally in a bunded concrete yard area, and barite and bentonite will be stored in silos outside the building.

The plant will have the capacity to store 3,900 m3 of drilling and completion fluids, including:

• 500 m3 of brine storage

• 630 m3 of WBM storage

• 1,900 m3 of SBM storage

• 800 m3 synthetic base oil storage (LOA)

• 250 m3 of dry bulk storage for barite and bentonite.

The proposed site layout is shown in the Site layout plan contained in Attachment 2.

5.3 Proposed works

Key infrastructure for the LMP as it relates to prescribed premises Categories 75 and 73 are detailed in Table 5.1.

Table 5.1: Key infrastructure Key infrastructure Reference map Category 75: Chemical blending or mixing Production capacity: 16,000 MT Category 73: Bulk storage of chemicals etc Production capacity: 8,000 m3 Mixing and storage of 3,830 m3 of drilling and completion fluids 1 Building for storage, mixing and cutting (Store 1 - 90 m x 38 m) (existing)

Site layout plan

2 20 m x 20 m x 0.3 m (120 m3) concrete bunded mixing area a 80 m3 WBM mixing tank with suitable low-pressure mixing hopper b 80 m3 SBM mixing tank with suitable low-pressure shear hopper c 54 m3 brine mixing tank 3 External powder storage silos a 2 x 62 m3 external barite storage silos and 2 x 62 m3 external bentonite storage silos (BS1-BS4);

dust collector b 5 x 62 m3 cement storage silos; dust collector (located inside building) 4 External bulk storage area (81.5 m x 35.0 m x 0.3 m (855 m3) bunded concrete area) a 3900 m3 of brine, WBM, SBM and LOA (72 Baraswift tanks @ 340 BBL (54 m3) each) b 30 m3 fuel tank c Mobile oil/water separation unit 5 Ancillary equipment and utilities (generators; compressors, pumps etc.)

5.4 Containment ad storage infrastructure

5.4.1 Mixing area

The mixing area is inside the building in a bunded area. The mixing area contains the WBM, SBM and brine mixing tanks. The bunded area has a capacity of 120 m3 which is 150% of the capacity of the largest container (80 m3 mixing tanks).

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Any spillages will be contained in the bunded areas within the building. Spillages will be recovered without delay, contained and used on site or removed off site for treatment or disposal.

5.4.2 External bunded storage area

The external storage area will be used to store brine, base fluids and mixed drilling and completion fluids in 54 m3 modular tanks (Baraswift tanks). The storage yard and bunding will be constructed from concrete and have a capacity of 855 m3. The capacity of the bund is more than 20% of the total volume of the stored products (3,900 m3).

The storage area also includes a 30 m3 fuel tank and 80 m3 water tank.

The bunded storage area has the capacity to store stormwater from a 1:50 year 12-hour rainfall event (2% Annual Exceedance Probability (AEP); 12-hour duration; 262 mm total rainfall (Source: Bureau of Meteorology)). Stormwater in the bund will be used in the mixing process. Excess water will be pumped out to the water retention basins on site. The stormwater will be analytically tested to determine if any trace hydrocarbon contamination is present and if required pumped out through a mobile oil/water separation unit to remove any trace hydrocarbons prior to transfer to the basins.

Any significant spillages in the bunded area will be recovered without delay and used on site or removed off site for treatment or disposal.

5.4.3 Powder storage silos

The LMP includes nine 62 m3 storage silos for storing bentonite, barite and cement powder used in the mixing and completion fluids. The silos will be constructed outside the southern side of the building. The four silos to the west will be used for barite and bentonite and the five silos to the east for cement.

The barite, bentonite and cement powders are blown into the silos from 1 MT bulk bags using compressed air. The air wall from the bag cutting pods and the vent lines from the silos will be connected to dust collectors that will capture any dust in the lines. The dust collector for the four west silos is located adjacent to the silos; the dust collector for the five east silos is inside the building.

The filters in the dust collectors are cleaned using pulses of compressed air, and the dust is collected in bulk bags for reuse in the process or removal off site. The clean air is vented internally and externally depending on the location of the dust collector.

5.4.4 Stormwater

Clean stormwater from yard areas of the site and the roof of the sheds will be directed to one of two retention ponds; one on the eastern boundary and one in the north western corner of the site (refer to Site plan in Attachment 2).

5.5 Environmental management

Due to the contained operations in the building, the external containment infrastructure and the operational controls that will be put in place, the operation of the LMP is not likely to cause a discharge of waste into the environment.

Emissions during construction are expected to be limited to dust (related to earthworks) and potentially contaminated stormwater (sediment and hydrocarbons) resulting from external works. These potential impacts will be managed by adopting standard construction practices such as the use of water sprays to minimise dust during excavation and bunded fuel tanks, temporary secondary containment of hazardous liquids and drip trays under equipment. The small scale and duration of these works and the separation distances to sensitive receptors indicate the risk of impacts will be low and do not require regulatory controls.

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Halliburton will develop and implement an Environmental Management Plan (EMP) that will describe how the operational controls will be implemented with roles and responsibilities clearly defined. The EMP will cover, at a minimum:

• construction management

• management of hydrocarbons and hazardous substances

• spill response and management

• management and maintenance of dust collectors

• management and maintenance of bunds (including stormwater in bunds)

• waste management

• clean stormwater management.

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6. Attachment 7: Siting and location

The LMP is located 8 km north east of Broome in the Broome Road Industrial Area; a developing industrial estate as shown in Figure 6.1.

The Morrell Park residential community is located on the east side of Broome Road approximately 5 km north of Broome, and 3.5 km to the south west of the site. The Malcolm Douglas Crocodile Park tourist attraction is located 4 km to the north east of the site.

The Broome South Wastewater Treatment Plant (WWTP) is located to the south of the LMP along Crab Creek Road. The WWTP is operated by the Water Corporation under Licence L9094/2017/1 granted by DWER. The Shire of Broome has nominated the land between the WWTP and the LMP as the preferred location for a new waste management facility.

The land to the east of the site is reserved for the development of the new Broome International Airport. The airport’s relocation from its existing location has been identified for some time, although no specific timeframes have been provided at present.

The land located to the north of the site is used for extracting subsurface water resources, which supplies Broome’s drinking water. A road train assembly area is also located to the north west of the site, within the Broome Road reserve.

6.1 Residential and sensitive premises

The distances to residential and sensitive receptors are shown in Table 6.1 and Figure 6.1.

Table 6.1: Receptors and distance from prescribed activity Residential and sensitive premises Distance from LMP (measured from the boundary) Morrell Park residential community 3.5 km south west Malcolm Douglas Crocodile Park (tourist attraction) 4 km north east

6.2 Specified ecosystems

Specified ecosystems are areas of high conservation value and special significance. Specified ecosystems have been identified in accordance with DWER Guidance Statement on Environmental Siting (DER 2016). The distances to specified ecosystems and other relevant ecosystem values are shown in Table 6.2.

Table 6.2: Environmental values Specified Ecosystem Distance from LMP (premises boundary) Roebuck Bay Ramsar site 8.5km south east

6.3 Groundwater sources

The distances to groundwater sources are shown in Table 6.3

Table 6.3: Groundwater and water sources Groundwater and water sources Distance from LMP Environmental value Public Drinking Water Source Area: Broome Water Reserve

650 m Priority P1

Protection Zone for Public Drinking Water Source Area: Broome Water Reserve

700 m Wellhead Protection Zone

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6.4 Climate

The region is semi-desert tropical and is often described as bi-seasonal, with a long moderate dry winter season from May to November, and a short, hot, wet summer season from December to April. The annual rainfall is approximately 600 mm, the majority (75%) of which falls between January and March.

6.5 Topography and landform

The site is flat in nature, with no notable topographical features, and slopes generally in a south west direction.

6.6 Geology and soils

The principal soil type of the Dampier peninsular where the site is located is known as ‘pindan’ soil. This soil is a medium to fine grade sand that is orange/red in colour. The Geological Survey of Western Australia indicates that the geology of the study area comprises of “Red sand, fine to medium, minor silt: Aeolian” (Landcorp 2012).

Subsurface conditions encountered during geotechnical investigations conducted for the planning of the industrial estate were visually consistent and comprised, medium dense to dense, fine and medium, red brown silty sand, typical of pindan soils. Groundwater was not encountered during the field investigations and soil permeability is considered low.

The risk of Acid Sulphate Soils being encountered at the site is considered to be extremely low. The site is not listed as a contaminated under the Contaminated Sites Act 2003 the risk of on site contamination is considered low, given that the previous land use was uncleared native vegetation

6.7 Hydrogeology

The Broome Sandstone Aquifer is the main aquifer at Broome and provides the water supply for the town. The water supply wellfield for Broome, operated by the Water Corporation, is located about 12 km north east of the town site and 650 m from the site on the opposite side of Broome Road.

Generally, groundwater in the Broome aquifer is fresh inland, becoming marginal to saline at the coast. It is a highly transmissive aquifer, particularly in the coarse-grained sand and gravel sequences occurring between 40 to 100 m below the ground surface. Groundwater flow is from the north-east to the south-west (Department of Water 2012).

Groundwater levels at the site are likely to be well below ground surface and unlikely to be encountered during the construction of the LMP. Several deep test pits excavated in the area as part of geotechnical investigations did not intercept any groundwater (Landcorp 2012).

6.8 Surface water

The site is located within the Cape Leveque drainage basin, with the closest arterial drainage system being Dampier Creek (approximately 4 km to the south west) and Crab Creek (approximately 8 km to the south east), both of which discharge into the Ramsar listed Roebuck Bay.

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)_

)_

)_

)_

DAMPIER CREEK

BROOMENORTH WWTP

MALCOM DOUGLASCROCODILE PARK

ROEBUCK BAY

MALLINGBAR

NILLIR IRBANJIN

YAWURU

MORRELL PARK

File Name: W:\Projects\1)Open\Cygnetech\57470 Broome Liquid Mud Plant\GIS\Maps\R01 Rev A\57470_02_EnvtalSiting.mxdImage Reference: SLIP / LANDGATE SLIP Public Services Locate 2019.

Lot 587 on Plan 71791Crab Creek Road, Broome

Scale 1:65,000 at A4 0 0.5 1

Kilometres

Coord. Sys. GDA 1994 MGA Zone 51 ZJob No: 57470

Client: Halliburton Australia Pty Ltd

Version: A

Checked By: JB

Date: 27-Sep-2019

Figure 6.1: Sensitive receptors

Legend:

Drawn By: cthatcher

Cadastre boundary2km buffer

Ramsar sites

Public Drinking Water Source AreasP1

)_ Aboriginal communities

c::::J C.:! D -

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7. Attachment 9: Proposed fee calculation

The proposed works approval fee is $12,383. This is based on a cost of works of $6,114,623, which equates to 305 fee units (screenshot of DWER works approval fee calculator is shown in Figure 7.1).

Figure 7.1: Works approval fee calculator

A breakdown of the cost of works is shown in Table 7.1.

Table 7.1: Cost of works Item Cost ($AU) Storage tanks N/A - Existing assets Centrifuge, stand, feed pump and skid $414,900 Mix tanks, access steel, barite injector $626,534 Silos, compressors, dust collectors $1,559,400 Liquid Mud Plant and bulk plant piping $428,571 Electrical cabling and motor control centre $424,143 Mix, feed and transfer pumps $230,850 Shear mixer and hoppers $72,450 Radar level system $667,950 Foundations and bund wall $611,550 Generators $290,714 Safety equipment $33,917 BaraShear unit $46,500 Plant installation costs $707,143 Total $6,114,623

22/10/2019

ees calcula1or

Application Page 3 of 5 Works Approval Fees

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f you are applying for a works approval you musl provide the following delails ,n accordanoe with me Environ menial Prolecbon Regulations 1987 Guidance on alculating works approval fees 1s available on the DWER website.

ees relate 10 the cost of the 1vorl<S, 1ndudlno all capital costs (1ndus1ve of GST) associated with Ille construcbon and estabiShment of the workS proposed under Ille orl<S approval applica!Jon. This includes, for example, costs associated with earth works, hard stands, drainage, plant hire, equipment, processing plant, relocation of quipment and labour hire

osts exclude·

and purchase costs

remises Componenl{s) Category Capacity Range Fee

73 - Bulk Storage of Chemicals, etc

75 - Chemical Blending or Mixing Not Causing Discharge

f§lection required YJ Total Premises Component(s)

remises cons1rucllon cost Total cost Rate

[More than $5,000,000 but not more than $10,00 Y J 305

Calculate

Not Applicable

Not Applicable

Select capacity range

NIA

S12383.00

Back Exit Continue

YJ

NIA

NIA


Limitations

Scope of services

This report (“the report”) has been prepared by Strategen-JBS&G in accordance with the scope of services set out in the contract, or as otherwise agreed, between the Client and Strategen-JBS&G. In some circumstances, a range of factors such as time, budget, access and/or site disturbance constraints may have limited the scope of services. This report is strictly limited to the matters stated in it and is not to be read as extending, by implication, to any other matter in connection with the matters addressed in it.

Reliance on data

In preparing the report, Strategen-JBS&G has relied upon data and other information provided by the Client and other individuals and organisations, most of which are referred to in the report (“the data”). Except as otherwise expressly stated in the report, Strategen-JBS&G has not verified the accuracy or completeness of the data. To the extent that the statements, opinions, facts, information, conclusions and/or recommendations in the report (“conclusions”) are based in whole or part on the data, those conclusions are contingent upon the accuracy and completeness of the data. Strategen-JBS&G has also not attempted to determine whether any material matter has been omitted from the data. Strategen-JBS&G will not be liable in relation to incorrect conclusions should any data, information or condition be incorrect or have been concealed, withheld, misrepresented or otherwise not fully disclosed to Strategen-JBS&G. The making of any assumption does not imply that Strategen-JBS&G has made any enquiry to verify the correctness of that assumption.

The report is based on conditions encountered and information received at the time of preparation of this report or the time that site investigations were carried out. Strategen-JBS&G disclaims responsibility for any changes that may have occurred after this time. This report and any legal issues arising from it are governed by and construed in accordance with the law of Western Australia as at the date of this report.

Environmental conclusions

Within the limitations imposed by the scope of services, the preparation of this report has been undertaken and performed in a professional manner, in accordance with generally accepted environmental consulting practices. No other warranty, whether express or implied, is made.

The advice herein relates only to this project and all results conclusions and recommendations made should be reviewed by a competent person with experience in environmental investigations, before being used for any other purpose.

Strategen-JBS&G accepts no liability for use or interpretation by any person or body other than the client who commissioned the works. This report should not be reproduced without prior approval by the client, or amended in any way without prior approval by Strategen-JBS&G, and should not be relied upon by other parties, who should make their own enquiries.

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References

Landcorp. 2012. Broome Road Industrial Estate Masterplan. Retrieved from https://www.landcorp.com.au/Industrial-and-Commercial/Broome-Road-Industrial.

Western Australia. Department of Environment Regulation (DER). (2016). Guidance Statement Environmental Siting Part V, Division 3, Environmental Protection Act 198. Retrieved from https://www.der.wa.gov.au/our-work/licences-and-works-approvals/publications.

Western Australia. Department of Water. 2012. Broome Water reserve Drinking water source protection plan. Retrieved from https://www.water.wa.gov.au/__data/assets/pdf_file/0003/4089/104287.pdf.

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https://www.water.wa.gov.au/__data/assets/pdf_file/0003/4089/104287.pdf


Appendix A Lease

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THIS LEASE is made on the 2019

PARTIE,S:

1. MA.RPHIL HOLDI.NGS PTY LTD ACN 150 966 751 as trustee for the Brown Property Trust of 6 McDaniel Road, Minyirr (Broome) WA 6725 (the "Landl,ord")

2. HALLIBURTON AUSTRALIA. PTY LTD A.CN 009 .ooo 075 of Level 27 1 140 St Georges Terrace, Perth WA 6000 (the "Tenant")

OPERATIVE PROVISIONS:

1. DE ISE AND TERM

2.

2.1

The Landlord leases the Premises to the Tenant to be held by the Tenant as tenant for the Term commencing on the Commencement Date at the Rent and subject to the covenants, conditions, terms and restrictions contained in this Le·as,e.

DEFl'N. T·roNs ANDlNTERPR.ETATION

Definitions

In this Lease unless the context otherwise requires:

"Appurtena.nces" means and includes all toilets, grease traps, water apparatus, wash basins, gas fittings, el,ectrical fittings and other apparatus contained in or about the Premises;

'1Authority" means any government, semi-government, municipa·1, statutory or other authority or bo_d~Jlaving · urisdiction or authorit over or in respect of the Premises or their use or anything done at the Premises by the Tenant;

11Busi.n~es Day" means a day that is not a Saturday, Sunday or public ho l ay m ffie State or Territory in which the Premises is located;

"Chattels!) means the chattels (if any) owned by the Landlord and used in the Premises;

"Co.mmencem·ent Datel) means the date specified in Item 3;

"Contamination" is the state of being contaminated, as that term is defined in the Contaminated Sites Act 2003;

ucorporation" has the meaning given to it by the Corporations Act;

"Corporations Act" means the Corporations Act 2001 (Cth) as amended from time to time;

"Dangerous, Goods,'' means dangerous goods as that term is defined under the Dangerous Goods Safety Act 2004 (WA);

"Further Term" means the further term (if any) of this Lease specified in Item 1 0;

190912 LEASE MARPHIL HALLIBURTON final

2

"Land" means the Land described in Item 1;

"Landlord" means the landlord named in this Lease and where the context so admits includes the person from time to time entitled to the immediate reversion of the Term and where not repugnant to the context the contractors, employees and agents of the Landlord and other persons authorised by the Landlord;

'1Laws11 means all acts or sta.tutes for the time being enacted and all rules, regulations, bylaws, notices, requisitions or orders made to or under any act or statute from time to time by any Authority;

"Licence,, means the licence set out as Special Condition 1 in relation to part of the Land;

"Lease" means this lease and the Licence, as the context requires;

"Lease Year" means the period from the Rent Commencement Date of the Term to the next ensuing 30 June and each subsequent period of 12 months ending on 30 June in each year and the period from 1 July immediately preceding the expiration of the Term until the expiration of the Term;

"LMP" means a Liquid Mud Plant as described in Special Condition 3;

"month" means calendar month;

"Outgoing " means the outgoings specified in Item 6;

11Premises" means the premises forming part of the Land described in Item 1 and any improvements and additions to the Premises and includes where the context admits the Appurtenances, 1xtu. - • fittirrg , ptant, machi - ry d-equipment (if any) from ime to time installed in the Premises and owned by the Landlord and the Chattels (if any);

"Renr means the annual rent specified in Item 4 or that amount as reviewed in accordance with Item 4 and clause 13;

"Renf Commencement Date" means the date specified in Item 3;

· Servi.ces" means the services supplied to the Premises including, without Timttalion, -------..,t;e~1e~c!Jltr~io-~s,wate1; sewerage, ~et connection air-conditioning, ventilation,

heating, security, lifts, fire protection, lighting, plumbing and drainage;

"Schedule" means the Schedule to this Lease;

11Signs,. includes (without limitation) signs, advertisements, names and notice ,

11Spec·ial Conditions" means the special conditions to this Lease set out in Annexure A;

"Structure" in relation to the Premises includes, but is not limited to, all walls (whether loadbearing or not), floors, windows, gutters, downp:ipes, facades, foundations, ceilings and roofs and 11structura.'I" has a corresponding meaning;

"Surrounding Arean means any land adjacent to or in the vicinity of the Premises and includes an affected site within the meaning of that term as defined in the Contaminated Sites Act 2003;

"Tena.nf ' means the tenant named in this Lease and where the context so admits includes the Tenant1s successors and assigns and where not repugnant to the context the Tenant's employees. contractors, agents, invitees and licensees;

3

"Tenant's fixtur-es and fittings," means the fixtures and fittings owned by the Tenant and any other fixtures and fittings brought onto the Premises by the Tenant; and

t•works." means the works described in Special Condition 3 ; and

"Term" means the term specified in Item 2 and includes any Renewed Term and any period of overholding pursuant to clause 11 .1.

2.2 Interpretation

In this Lease unless the context otherwise req~ires:

(a) the singular includes the plural and vice versa, words of one gender include the other genders and references to persons include corporations and vice versa;

(b) references to "dollars" or "$" is a reference to Australian dollars;

(c) the obligations of the Tenant whether positive or negative are to be construed as if ea.ch obligation is a sepa.rate a.nd independent covenant in favour of the Landlord;

(d) "person" includes a natural person, corporation, body corporate, unincorporated association, firm or an authority or body (whether it be any government, semigovemment, municipal, statutory or other authority or body);

(e) where two or more persons are named as a party to this Lease1 the covenants, obligations and agreements on their part bind them jointly and each of them severally;

(f) clause headings are for convenience only and will ba disregarded io d~termining tfte rights and obligations of the parties;

(g) reference to an Item is a reference to an Item in the Schedule to this Lease;

(h) reference to a c ause is to -a clause in tnis Lene or to -the Spe'Cial Condition set out in Annexure A, as the context requires;

(i) the covenants and powers implied by law (statutory or otherwise) are modified (where so permitted) as provided in this Lease;

0) __ reference to a statute includes all statutes amending, consolidating or replacing that statute and all regulations, ordinances and by-faws unaer tliatsta'tute, ·as amended-, -

---------c~o~nsotictateftam:t-replaced from time--to--time; aAd,--------------

____ - {kt iithaday on or by_whicb a person must- do somethin .under this Lease is not a Business Day, the person must do it on or by the next Business ay.

3. PAYMENTS BY TENANT OF RENT, RATES, OUTGOINGS A'ND OTHER MONEY

3.1 R n't

Subject to clause 13, the Tenant during the Term will on and from the Rent Commencement Date pay the Rent to the Landlord at its address stated in this Lease ( or as the Landlord may otherwise from time to time direct in writing) without demand from the Landlord on the days and in the manner specified in Item 5.

3.2 Outgoings

(a) Subject to clause 3.2(b), the Tenant will on and from the Rent Commencement Date pay when due or reimburse the Landlord for all Outgoings made known to it and on demand produce receipts for any payments.

4

(b) The Landlord must notify the Tenant in writing of the amount of any such Outgoings payable for the relevant Lease Year for which it requires reimbursement under clause 3.2(a) by no later than 28 days after the end of the relevant Lease Year. If the Landlord does not notify the Tenant of those Outgoings for which it requires reimbursement by the time required under this clause 3.2(a), then this does not alter the Tenant's liability to pay such Outgoings.

3.3 Other Charges

The Tenant will pay when due all charges for the supply of electricity, gas, water1 sewerage, telephone, internet and air conditioning cleaning and inspection services metered and/ or when the invoiced in respect of the Premises.

3.4 Air-Conditioning

The Tenant will punctually pay the expenses of operating and maintaining any air-conditioning equipment exclusively serving the Premises, but will not be obliged to incur any expenditure of a capital nature. The Landlord will arrange for annual clean and inspection of air-conditioning equipment and the Tenant will pay for such services.

3.5 Tenant's Insurance Premiums

The Tenant will pay when due all premiums for insurances to be effected by the Tenant as provided in clause 6.

3.6 Interest on Default

The Tenant will pay to the Landlord on demand interest at the rate specified in Item 7 on any -~ ~~~~ ent or other money pc:1yable to the Landlord by the Tenant which remain unpaid for 14 days

after the due date for payment, interest to be calculated from the re evant due da e and to accrue on a daily basis until paid.

4.

4.1

USE .AND OCCUPANCY OF PREMISES

Usv------------------------~~- ----~-

The Tenant wm not use or aUowffie use ofl he -Premises for-any purpose ether than theur oseor use specified .inJtem 8~

4.2 No Noxious or IHegal Activity

The Tenant will not carry on or allow to be carried on the Premises any noxious or offensive act, trade or bustness nor use or allow the use of the Premises for ,any illegal P-Urpose.

4.3 No Nuisance

The Tenant will not do or allow to be done on the Premises anything which causes gross annoyance, grievance, disturbance or damage to occupiers or owners of other p.arts of the Land or any adjacent premises.

4.4 Si:gns

The Tenant will not without the Landlord's prior written approval (which will not be unreasonably withheld) erect, display, affix or exhibit to the exterior of the Premises any Signs. The Tenant will maintain any sign which has been so approved in good condition and repair at all times and on vacating the Premises at the request of the Landlord will remove any Signs

5

erected, painted, displayed, affixed or exhibited on to or in the Premises by or on behalf of the Tenant and make good any damage or disfigurement caused by their erection, painting, display, affixation, exhibition or removal.

4.5 Alta.rations .and Addiliions

Subject to the Works, the Tenant will not without the Landlord's prior written consent make any alterations to the Premises of any nature.

4.6 Installation of Fixtures

Without limiting clause 4.5 and subject to the Works, the Tenant will not without the Landlord's prior written approv.a.l install any gas, water or electrical fixtures, equipment or appliances or any apparatus for illuminating, air-conditioning, heating, cooling or ventilating the Premises.

4.7 Heavy Equipment

The Tenant will not bring onto the Land and the Premises:

{a) any machinery or other plant or equipment not necessary or proper for the Tenant's use of or its conduct of the business conduct.ed from the Premises; and

(b) any machinery, plant or equipment be of a nature or size that will cause or be likely to cause any structural damage to any part of the Land and the Premises.

4.8 Us~of F~cj!!_ties

The Tenant will not use or allow the use of the drainage and plumbing faciliti.es in the Premises and on the Land for any purposes other than those for which they were constructed or provld _ - and - ill not d - it-or Uo to De deposited -in hose facilities any rubbish or other ~-~ material and the Tenant will promptly make good at its expense any damage caused by misuse.

4. 9 N,ot to Vitiate Insurance

The Tenant witl not -at-any t1me during the-Term do or -allow to be done any_act, matter J>r thing -------on-the Pr_emjse_s __ or_o.mil to do anything which may result in any insurance in respect of the

Premises becoming vitiated or rendered void or voidable or any cla1m being aeclinec:t.------

4.10 No Dangerous Goods

The Tenant will not permit Dangerous Goods of any kind on the Premises and the Land unles,s necessary or proper for the Tenant's permitted use of or its conduct of the business conducted from the Premises.

4.11 No lnterferen,ce with Services

The Tenant will not interfere in any way with any Services in the Premises and on the Land.

4.12 Compliance with Law

The Tenant will comply with all Laws affecting the Tenant's use of the Premises and the Land as may be given by .any Authority. Nothing in this clause will be taken to require the Tenant to carry out work to the Structure of the Premises or to incur any expenditure of a capital nature or carry out work resulting from fair wear and tear except where caused wholly or partly by the Tenant including without limitation arising out of the Works.

6

4.13 Sprinkler and Fire Alarm 'Regul,ations

The Tenant will comply with insurance sprinkler and/or fire alarm regulations in respect of the Premises and the Land.

4.14 Ucences, Permits and Registratio•ns

The Tenant will at all times keep in force and available for inspection by the Landlord demand all licences, permits and registrations required for carrying on any business conducted by the Tenant on the Premises.

4.15 Security

The Tenant will comply with all reasonable requests of the Landlord in relation to security for the Land and the Premises, which security may be at very high levels due to other businesses and activities conducted from the Land including without limitation the storage and handling of Dangerous Goods.

4.16 Fire Prevention

The Tenant will not do anything to create or permit a fire risk on or around the Premises and the Land including without limitation complying with all fire and safety regulations.

4.17 Cyclone W rnings

5.

5.1

The Tenant will strictly comply with all cyclone warnings and use its best endeavours to prepare the Premises and the office/kitchen/bathroom/toilet structure on the Land for cyclone defence on each occasion a tropical cyclone watch is issued by the Australian Bureau of Meteoroilogy, · - luding· ithottt-limitation,, in -peGting a.ad ct - ring the eremises a:nd the office/kitchen/bathroom/toilet structure on the Land, adjoining drains. and gutters of any debris or item and securing items which may cause injury to persons or dama.ge to property. The Tenant acknowledges that the period of time for conducting such preparation is usually 48 hours or more but may be less than 48 hours. If the Landlord is of the view that such prepara.tion has not been conducted by the Tenant, then the Landlord may, without notice, enter the Premises to condUct uch preparation -and may invoiGe TeRant for · uch preparation.

- T-he Tenant aGkn.owledges that this is _reason_ahle for the reason that other businesses conducted from the Land may be adversely affected by the Tenant not preparing ·the Premises

nd the offiee/kitchenlbathroomttoitet structur_e_ on the nd for c clone-defence.

REPAIR, MAINTENANCE, CLEANING AND l:NSPECTION OF PREMISES

Repa.ir

The Tenant will at all times during the Term and when and as often as need be well and sufficiently and substantially repair, replace, maintain and keep the whole of the Premises and the office/kitchen/bathroom/toilet structure on the Land in good and substantial repair provided that damage by fire, flood, lightning, cyclone, storm, tempest, explosion, earthquake, impact by vehicles or aircraft, riot, civil commotion, war damage, inevitable accident or act of God and fair wear and tear are excepted provided that this claus.e is subject to the express provisions of this Lease and the Licence and does not operate to exonerate Tenant from its express. obligations under this Lease and the Licence. The obligation on the Tenant under this clause to repair and maintain does not impose on the Tenant any obligation for any repair, maintenance, replacement or work to the Structure of the Premises and the office/kitchen/bathroom structure on the Land or to incur any expenditure of a capital nature or carry out work resulting from fair

7

wear and tear except where wholly or partly caused by the Tenant including without limitation arising out of the Works.

5.2 Cleaning of Pre:mises. and M.aintenance ot· Gar-den

The Tenant will cause the Premises and the office/kitchen/bathroom/toilet structure on the Land to be cleaned regularly in a proper and workmanlike manner and kept clean and free from dirt, rubbish, weeds, vermin and fire hazards.

5.3 Cleaning Landlord's Fitting.

The Tenant will clean and keep in good and substantial working order and condition all the following items owned by the Landlord the subject of this Lease or the Licence:

(a) the office/kitchen/bathroom on the Land and the Tenant will provide all consumable supplies for the office/kitchen/bathroom, although if the, Landlord permits other parties to use the office/kitchen/bathroom, then the Landlord and the Tenant will negotiate in good faith to share the cost of such consumable supplies;

(b) fixtures;

(c) fittings includlng without limitation, electric doors to the Premises;

{ d) Chattels; and

(e) plant and equipment,

bt1t will not be obliged to incur any expenditure of a capital nature nor carry out work resulting from fair wear and tear.

--~ 5.4 Painting

Subject to the Landlord delivering the Premises painted prior to the Commencement Date, the Tenant will maintain in good order and condition an painted portions of that part of the Premises comprising of offices and the office/kitchen/bathroom/toilet structure on the Land and will, at its expense, during the last six (6) months of the Term or an earlier expiry or .termination., paint such offices and the office/kitchen/bathroom/tonet structure on the Land in colours and at lea.st 2 coats first approved in writing by the Landlord (acting reasonably).

5.5 Breaka · es

The Tenant will from time to time promptly repair and make good any damage to the Premises and the office/kitchen/bathroom/toilet structure on the Land caused by lack of care, misuse or abuse by the Tenant and will replace all broken glass in or about the Premises with glass of -th same or better quality and colour and.alt electric Ii ~-ht globes, led lights and fluorescent tubes in the Premises which may become damaged or broken.

5.6 Inspection by Landlord

The Tenant will permit the Landlord at all reasonable times on giving to the Tenant reasonable notice ( except in the case of emergency when no notice will be required) to enter on the Premises and view their state of repair and the Landlord may serve on the Tenant a written notice of any defect the repair of which is the Tenant's obligation and requiring the Tenant within a reasonable time to repair that defect.

8

5. 7 Landlord's R,epairs

The Tenant will permit the Landlord at all reasonable times on reasonable notice to carry out necessary repairs or maintenance to the Premises and for this purpose to enter the Premises with workmen and others and all necessary materials.

5.8 Notices of Accidents and Breakages

The Tenant will give to the Landlord prompt written notice of any accident to or breakage defect or lack of repair in any service to or fittings in the Premises of which it is aware and of any other circumstances of which it is aware that is likely to endanger or cause any risk or hazard to the Premises, to the Land or to any person or property in the Premises or on the Land.

5.9 Condition on Termination

Without limiting Special Condition 4, the Tenant will at the expiration or sooner determination of the Term peaceably surrender and yield up to the Landlord the Premises and the office/kitchen/bathroom on the Land and the Landlord's fixtures, fittings and Chattels in good and substantial repair in all respects in accordance with the Tenant's obligations under this Lease and clean and free from dirt and rubbish and will also return all keys to the Premises and all security codes to the Premises.

5.1 O R mov I of Ten nt' Property

(a) Subject to clause 5.10(b) the Tenant will at or immediately following the expiration or sooner determination of the Term promptly remove all the Tenant's fixtures and fittings, goods and property from the Premises and the Tenant will in their removal either do no damage t<:rthe P :a -is or mak good all dama9 cau by, the removat. Any of the Tenant's fixtures and fittings, goods or property not so removed within 45 days will be deemed to have been abandoned by the Tenant and will become the property of the Landlord.

(b) The Landlord acknowledges and agrees that the Tenant will not have to comply with its obligations under clause 5.10(a) if the Tenant has negotiated with an incoming Tenant that the Tenant's fixtures, fittings, goods or property (or any pa · oftfiese) is to remain in the Premises for The incommg tenant~· use--ANfJ ·iHhis--ocettrs·, ny -suGh· fixtures. fittings

_goods or property will become the property of the incoming tenant and the Tenant will have no further obhgat1ons or hab1lmes in relation to ti ,em.

5.11 Landlord may remedy Tenant's Default

6.

6.1

If tbe Ten~nt does not comply with the provisions of clause 5.10 and the default continues for 14 days after service on the Tenant o.f a notice requiring the• Tenant to remedy the default, then the Landlord may at its option remedy the default and any costs and expenses of doing so will be payable by the Tenant to the Landlord on demand.

l SURANCE

Insurances to be Effected by Tenant

The Tenant will effect and maintain the insurances specified below with a reputable insurance office.

9

(a) Public Risk.

In respect of liability for loss, injury or damage to any person or property (including without limitation to the person or property of any of the Landlord and its officers, employees, agents, customers, invitees and licensees but only to the extent of the liabilities assumed and indemnities given by Tenant under this Agreement) caused by or arising out of any negligent act of or omission by the Tenant or its officers or employees in or about the Premises or on the Land or the condition or state of repair of the Premises and property the subject of the Licence on the Land or the business carried on in or from the Premises in the sum specified in Item 9 in respect of any single accident or ev,ent provided that the Landlord may as from the date of any of the anniversaries of the Commencement Date by written notice to and xx agreement by the Tenant require the amount of insurance to be increased to an amount that is considered commercially reasonable in order to effect a sufficient and proper cover.

(b) Workers' Compe·nsation

In respect of the Tenant's liability under workers' compensation Laws and at common law or otherwise for which the Tenant is liable as employer. The Tenant will a.t all times comply with workers' compensation Laws in respect of persons employed at the Premises.

6.2 In urance to be Effected by Landlord

The Landlord will effect and maintain the insurances specified below with a reputable insurance office.

(a) Buildmg Insurance

The Landlord will effect and maintain (noting the interest of the Landlord as owner) building in urance in of the r:emise&ior it full _r placement and reinstatement value against loss or damag.e by fire, explosion. lightning, floods, earthquake, storm, cyclone, tempest, riot, civil commotion, and impact damage by vehicles and aircraft.

(b) Public Risk

In respect of liability for lc;,ss, injury or damage to any person or property (including without limitation to the person or property of any of the Tenant and its officers,

--------emplGyeesr agentsr-CUstomer~ imlite.e~_JmJ:i licensees caused by or arising out of any negligent act of or omission by the Landlord or its officers or employees in or abou·t tt,e-

---------Premises -or~e-l-aru:1-or--the cooditloo -of re air of the Premises=81ld property the subject of the Licence on the Land or the business carried on in or from t e rem1ses in the sum specified in Item 9 in respect of any single accident or event.

(c ) The Landlord will arrang.e a waiver of subrogation in favour of Tenant on the insurance required in clause 6.2.

6.3 Delivery of Policies and Renew.al ot· 1nsurances

The Tenant will:

(a) punctually pay all premiums payable for the renewal of the insurances referred to in clause 6.1 when due and payable; and

(b) produce and deliver to the Landlord once each year on demand certificates of currency for those insurances.

11

and of and incidental to the giving of its consent and the obtaining of any other necessary consents to the assignment or sub-lease.

7.4 Effect of Assignment

(a) The covenants and agreements by any permitted assignee or sub-tenant will be deemed to be supplementary to this Lease and the Licence shall relieve or be deemed to relieve the Tenant from its liability under this Lease.

(b) The acceptance by the Landlord of any Rent or other payment from any person other than the Tenant will not in itself constitute acknowledgement by the Landlord that it recognises that person as the authorised assignee or sub-tenant.

7.5 Property Law Act

8.

8.1

Sections 80 and 82 of the Property Law Act 1969 as amended are expressly excluded from application to this Lease.

LANDL.ORD'S COVENANTS

Quiet EnJoyment

The Landlord covenants with the Tenant that the Landlord will ensure that subject to payment of the Rent by the Tenant the Tenant will peaceably hold and enjoy without interruption the Premises for the purposes permitted by this Lease during the Term.

8.2 Warranty

Tb dlo d warrants tbat the Premises or the Land are suitable for Tenant's purposes ·provided that the Tenant delivers the plans and specifications for t · e ropi ed Wo .. k and ail proposed variations to the Works in strict compliance with Special Condition 3.2(a) and the Landlord has reasonable time to review such plans and specifications and any variations to determine whether or not this warranty extends to the Works set out in such plans and specifications and/or any variations. Upon the Landlord reviewing such plans and specifications

~ - ne -variations, .if the Landlord determines that this warranty does not extend to any of such Works and/or variations, then the Landlord will notify the Tenant and the partles shall negotiate in good faith on this warranly. The ancJ,tord amt- th Tenant -ag.ree-that-the maximum liability of

- ndlordto the Tenant under any claim will not exceed 12 months' rent excluding GST.

8.3 Alteration

The Landlord reserves the right to alter the Premises or the Land the subject of the Licence and the Tenant agrees that the Landlord may do so proYide_d that such alterations are carried

10

6.4 Ten:ant's Master Policy

7.

7.1

Notwithstanding clauses 6.1 and 6.3, if the Tenant is Halliburton Australia Pty Ltd ACN 009 000 075 or any ",related body corporate,. or any "related entity" of or to it (within the meaning of those terms in the Corporations Act), the production to the Landlord of a certificate of currency of the group or master insurance policy effected by the Tenant will be deemed to be compliance by the Tenant with all its obligations in clauses 6.1 and 6.3.

ASSIGNMENT

Restriction on Dea'ling · w th Lease

The Tenant will not during the Term without the Landlord1s prior written consent which will not be unreasonably withheld, assign. transfer, demise, sub-let or part with or share the poss·ession of the Tenant's estate or interest in the Premises (unless in the case of Halrburton Austra ia Pty Ltd ACN 009 000 075 as Tenant (and not any other Tenant), to a "related body corporate" or a "related entity" of the Tenant within the meaning of those terms in the Corporations Act as part of a bona fide corporate restructure within the same corporate group to which the Tenant belongs, in which case the Landlord's consent is not required and clauses 7.2 to 7.4 inclusive will not apply). For the avoidance of doubt while the Tenant is Halliburton Australia Pty Ltd ACN 009 000 075, such consent will not be required if the cha.nge in ownership results from the change in ownership of the ultimate holding company listed on Australian stock exchange·. This clause 7 will be interpreted widely in favour of the Landlord.

7 .2 Conditions of Assignment

(a)

(b)

If the Tenant desires to assign, transfer, sub-let or part with possession of its estate or interest in thi,s'I.ease the tanaford will not withhold its consent if th · Ten nt h .

requested the Landlord in writing to consent to the assignment of the Lease and the Licence or sub-letting;

proved to the satisfaction of the Landlord that the proposed assignee or sub-tenant is a respectable, responsible, .solvent person or corporation of good financial standing and

_________ such person agrees to provide a Bank Guarantee, if requested by the Landlord;

(c) given to the Landlord the name and address of the proposed assignee or sub-tenant ---------'together-4Nith--fffe pro·posed-assigrree's s~ b;.tenanes--fimmciat circumstances.~· _____ __,

(d) executed and at its expense procured the execution by the assignee or sub-te·nant of an assignment or sub-lease of this Lease to which the Landlord is a party in a form reasonably acceptable to the Landlord and its solicitors and in which categorically or by reference the proposed assignee or ub-tenant enters into covenant& with and grants powers to the Landlord in terms of the covenants1 conditions, agreements and powers expressed in this Lease or such of them as may be reasonably required by the Landlord or its solicitors; and

( e) paid all Rent and other money due and payable as provided in this Lease and there is not any existing unremedied default under this Lease of the Licence.

7 .3 Costs of Assignment

The Tenant will pay to the Landlord all costs1 charges and expenses incurred by the Landlord of and incidental to any enquiries which may be made by or on behalf of the Landlord as to the responsibility, respectability, solvency and suitability of the proposed assignee or sub-tenant

12

out with reasonable notice and do not unreasonably interfere with the Tenant's rights under this Lease.

8.4 Landlord not Liable for lnterruptio·n of Service

Notwithstanding any implication or rule of law to the contrary the Landlord will not be liable to the Tenant for any loss or damage suffered by the Tenant by reason of:

(a) cyclone, storm or earthquake damage to the Premises or to the Land and any access way or roadway whether or not on the Land;

(b) any malfunction or interruption of or to the water gas or electricity services the airconditioning equipment, fire equipment, or any of the Appurtenances contained in the Premises; or

(c) the blockage or malfunction of any sewets, water drains, conduits, cables, wires, gutters, downpipes or storm water drains,

and the Tenant will not be entitled to:

(d) suspend or not pay Rent and other moneys due under this Lease;

(e) terminate this Lease by reason of such loss or damage; and

(f) any right of action or claim for compensation or damages agamst the Landlord in respect of such loss or damage except to the extent that the loss or damage suffered by the Tenant is caused or contributed to by the act omission negligence or default of the Landlord or the Landlord's employees, age.nts, contractors or others for whom the Landlord is liable.

-Si-5 pf n e with L w The Landlord covenants with the Tenant that it will comply with all Laws affecting the Premises which are not the obligation of the Tenant under this Lease including without limitation maintaining Dangerous Goods licenses required to be maintained by the Landlord or related person or related entity to the Landlord.

91

• DEFAULT- BY TE ANT

If any one or more of the following occurs:

(a) the_ Rent or any part of the Rent is unpaid for a period of 14 days after any of the days on which it ought to have been paid in accordance with the covenants for its payment contained in this Lease and of which written notice of not less than 14 days has been given to the Tenant;

(b) the Tenant commits or allows to occur any breach or default in the due and punctual observance and performs.nee of any of the covenants, obligations and provisions of this Lease or Licence and that breach or default continues for a period of 14 days after service on the Tenant of a notice requiring the Tenant to remedy the breach or default;

(c) the Tenant vacates the Premises permanently without first assigning the Lease or Licence in accordance with the provisions of this Lease;

(d) the Tenant being a corporation, an official manager, receiver, receiver and manager, liquidator or agent for a mortgagee is appointed to the Tenant or to any or all of its assets or undertaking;

13

(e) execution is levied against the Tenant and is not satisfied within 30 days, then even though the Landlord may not have exercised any of its rights, under this clause 9.1 in respect of some previous breach or default of a like nature by the Tenant, the Landlord may (subject to the provisions of section 81 of the Property Law Act 1969) immedrately or at any later time re-enter the Premises or any part of them in the name of the whole and repossess and enjoy the Premises as of its former estate, and in that event the Lease and the Term will te,rminate without prejudice to any action or other remedy which the Landlord has or might otherwise have had for arrears of Rent or breach of covenant or for damages as the result of any such event.

9.2 Acceptance of Rent

Acceptance of Rent by the Landlord after default by the Tenant under this Lease will be without prejudice to the exercise by the Landlord of the powers conferred on it by clause 9.1 or any other right power or privilege of the Landford under this Lease and will not operate as an election by the Landlord either to exercise or not to exercise any of those rights powers or privileges.

9.3 Landlord may Remedy Default

9.4

On each and every occasion on which the Tenant fails to pay any money or to do or effect anything which the Tenant has in this Lease agreed to pay do or effect and the default continues for a reasonable period (being not less than 14 days) after service on the Tenant of a notice requiring the Tenant to remedy the default, then the Landlord may (without prejudice to any rights and powers arising from that default) pay that money or do or effect that thing by itself and the amount of any payment and/or the expenses and costs of doing or effecting that thing will constitute a liquidated debt payable by the· Tenant to the Landlord on demand.

Termina ion .. o

Any termination of the Lease under this clause will not release or discharge the Tenant from liability in respect of Rent, Outgoings or other moneys accrued up until the termination, or for breaches of this Lease and the Landlord will be entitled to recover from the Tenant damages for loss of the benefits which would have conferred on the Landlord between the date of termination and the expiry of the Term subject to the Landlord s common law obligation to

--------mitigate-any lossc.-

(a) If the Premises, or normal means of access to the Premises are totally or partially destroyed, the Landlord will promptly obtain all necessary approvals and diligently carry out all works necessary to reinstate the Premises or the means of access to the Premises to their condition at the Commencement Date and, in the case of Warehouse, at the Rent Commencement Date.

(b) The Rent, rates, taxes, Outgoings and all other money payable under this Lease, or a fair proportion according to the nature and extent of the damage sustained, will abate until the Premises are rendered fit for occupation .and for its permitted use by the Tenant.

(c) Any dispute arising out of this clause will be referred for determination by an arbitrator appointed at the request of either the Landlord or the Tenant by the President of The Institute of Arbitrators & Mediators Australia (Western Australian Chapter), who will act as an expert and not as an arbitrator and whose costs will be borne equally by the Landlord and the Tenant.

(d) If the Premises or access to the Premises is totally destroyed so that the Premises are rendered wholly unfit for occupation and use by the Tenant, or so as to effectively

11.

11.1

14

prevent the economical use of the Premises by the Tenant, the Tenant may, within 60 days of the date of destruction or damage unless such destruction or dama.ge is due to the negligent act of the Tenant terminate this Lease by giving at least 14 days written notice to the landlord, but without prejudice to any antecedent rights of either party prior to the date of termination.

OV.ERHOLDING AND ABANDONMENT OF PREMISES

Overholding

If with the consent of the Landlord the Tenant continues in occupation of the Premises after the e·xpiration or sooner determination of the Term the tenancy and the Licence will continue as a monthly tenancy and monthly Licence only on and under the same covenants and conditions mutatis mutandis as those contained in this Lease and the Licence at a monthly rental equal to a monthly proportion of the Rent payable immediately before the expiration of the Term plus 20% (together with all other payments as provided in this Lease proportionate to the period of overholding) and determinable by 1 month's written notice by either party to the other expiring on any day.

11.2 Mere Entry by Landlord Not to Constitute Forfeiture

12.

1-2-.1

If the Tenant vacates the Premises during the Term (whether or not the Tenant ceases to pay the Rent or other money payable under this lease):

(a} acceptance of the keys and/or entry into the Premises by the Landlord or by any person on the Landlord's behalf to inspect or to show the Premises to prospective tenants and/or the advertising of the Premises for reletting will not constitute a re-entry or forfeiture or waiver of the Landlord's right to recover in full all Rent and other money from time to time payable under tn,s l ease; and

(b) any entry by the l andlord into the Premises in the meantime will be deemed an entry by the leave and licence of the Tenant.

INDEMNITIES

ReJease olLandlord

---T1-1-h1eewTu:e:unant.agr o occupy use and-kee the Premises at the risk of the Tenant and releases to the full extent permitted by law the Lan Oli an I s emp oyei _ , ageimc!~rr1------contractors, in the absence of any act or omission on their part, from all claims and demands of every kind in respect of or resulting from any accident, damage or injury occurring in the

-----~Premises except to the extent caused by landlord's negligence or wilful misconduct.

12.2 Indemnity by Tenant

The Tenant indemnifies and will keep indemnified the Landlord from and against all actions, claims, demands, proceedings, judgments 1 orders, decrees, damages, costs, losses and expenses of any kind which the Landlord may suffer or incur or for which the Landlord whether during or after the Term may be or become liable in respect of or arising from:

(a) loss, damage or injury from any cause whatever to property or person in or outside the Premises or on the Land occasioned by the failure of the Tenant or any person claiming through or under the Tenant to observe or perform any of the covenants by the Tenant under this Lease;

15

(b) the negligent use, misuse, waste or abuse by the Tenant or any person claiming through or under the Tenant of any Services to the Premises or to the Land;

(c) the overflow leakage or escape of water, gas, electricity or any other substance in or from the Premises or from the Land, except to the extent that it is caused or contributed to by any act or omission by the Landlord; and

(d) loss, damage or injury from any cause whatever to property or person caused by the use of the Premises or the Land as permitted by the Licence by the Tenant or any person claiming through or under the Tenant except to the extent that it is caused or contributed to by the Landlord,

provided that the Tenant's obligation to indemnify the Landlord under this clause will be limited to the extent that:

(e) the Tenant has caused or contributed to the matters described in clauses 12.2(a), {b), (c) and (d) to the extent of Tenant's n~g1Hgence or wilful misconduct; and

(f) the Landlord is not indemnified from money recovered by insurances effected by the Landlord or by the Tenant.

12.3 Indemnity by Landlord

The· Landlord indemnifies and will keep indemnified the Tenant from and against all actions, claims, demands, proceedings, judgments; orders, decrees, damages, costs, losses and expenses of any kind which the Tenant may suffer or incur in respect of or arising from Landlord's negligence or wilful misconduct provided that the Landlord's obli.gation to indemnify the Tenant under this clause will be limited to the extent that:

(a) the Landlord has caused or contributed to the matters described in this clause to the extent of Landlord's negligence or wilful misconduct; and

(b) the Tenant is not indemnified from money recovered by fnsuranc · eff ct d by th Landlord or by the Tenant.

12.4 Indemnity by the Parties

Neitherparty sharr oe ·11able to the-other-or its-affiliates- in-any actton .or claim for bw_siness. __ int-err.u tionr loss of _profit._ loss of product loss of use, delays, or for indirect, consequential or special damages, even lf advised of the poss,bility of sucn-eamages. :fhe--.foregoing__mi,_,.al..._l b--,,e.,__ __ applicable even if the liability asserted is based on negligence (whether :active or passive) or other fault or strict liability, and regardless of whether the action or claim is based in contract, tort, statute or otherwise. ~=-----

12.5 Limitation on Tenant's lndem:nity

Nothing contained in this Lease and in particular clauses 12.1 and 12.2:

(a) requires the Tenant to indemnify the Landlord against any action, liability. penalty, claim or demand for or to which the Landlord would otherwise be liable or subJect; or

(b) renders the Tenant liable for or subject to any action, liability, penalty, claim or demand in respect of any act, matter or thing done or omitted to be done by the Landlord or any other person if the Tenant would not otherwise be liable for or subject to that action, liability, penalty, claim or demand.

13.

13.1

16

RENT REVIEW

CPI Review of Rent

The Rent will be reviewed on each anniversary of the Rent Commencement Date ( each of those dates being called "CPI Review Date") to an annual Rent to an amount calculated as follows:

(a) the Rent payabfe following a CPI Review Date will be determined by multiplying the Rent payable for the twelve (12) months immediately precedi.ng that CPI Review Date by a fraction obtained by dividing the Index number applicable on that CPI Review Date by the Index number applicable twelve (12) months preceding that CPI Review Date; and

(b) "Index number" means the Consumer Price Index (All Groups) for Perth published from time to time by the Australian Bureau of Statistics or any replacement measure of inflation utilised by the Australian Government,

and which amount will become the Rent reserved by this Lease as from the relevant applicable CPI Review Date provided that at no time, will the annual Rent be less than the Rent payable for the twelve (12) months immediately preceding that CPI Review Date.

13.2 Payment of Rent Pending Review

Where any review of Rent under this clause 13 ha.s not been completed by the relevant CPI Review Date, then the Tenant will, from the relevant CPI Review Date, pay 103% of the Rent payable for the twelve ( 12) months immediately preceding the relevant CPI Review Date with an adjustment to be made from such CPI Review Date if the Rent determined pursuant to clause 13.1.

14.1 Tenant's Right to Further Term

Subject to clause 14.2, the Landlord will renew this Lease for the Further Term if the Tenant gives the Landlord a written request for renew.al not more than 6 months nor less than 3 months before the Term expires ..

14.2 Landlord May Refuse Ren.ewal

The Landlord may refuse to renew this [ease 1 :

(a) the Tenant has not substantially remedied any material default under this Lease about which the Landlord has given the Tenant written notice; or

(b) the Tenant has materially defaulted on two (2) or more occasions during the Term under this Lease throughout the Term and the Landlord has given the Tenant written notice of each such default and the default was not substantially remedied in the relevant notice period.

14.3 Renewed Lease

Following the giving of a notice of renewal by the Tenant in accordance with clause 14.1, the Landlord and the Tenant will promptly execute the extension to the Lease and renew the Licence. Such renewed lease or extension of Lease will contain the same terms and conditions as this Lease and the Licence except the renewed lease will:

(a) commence on the day after this Lease expires;

15.

15.1

17

(b) be at a reviewed Rent calculated in accordance with Item 4 and the provisions of this Lease;

( c) not contain those terms or conditions which have become redundant or which are no longer capabl.e of being applicable to the renewed lease;

(d) omit from Item 10 the Further Term first specified in Item 10, renumber each of the paragraphs accordingly and omit any provision for renewal in the case of the Further Term; and

(e) contain any necessary changes to the Schedule and to the Special Conditions.

ESSENTIAL TERMS

Es · ential Covenants

The T,enant acknowledges that each of the covenants by the Tenant specified in this clause is an essential and fundamental term of this Lease:

(a) the covenant to pay the Rent throughout the Term PROVIDED THAT the failure to pay the Rent will be a breach of an essential term only if that failure continues for more than 14 days after the due date for payment of such monthly instalment of the Rent as provided in clause 3.1 and provided further that such failure does not occur on two (2) or more occasions during any twelve month period or three (3) or more occasions during the Term and the Renewed Term;

(b) the covenant to pay all other moneys a.s provided in the balance of clause 3 ;

(c) the covenant dealing with the use of the Premises as set out in clause 4.1;

(d) the covenant dealing with compliance with law as set out in clause 4.12;

( e) the covenant dealing with repair as set out in clause 5 .1;

(f) the covenant dealing with insurance as set out in clause 6;

(g) the covenant dealing with assignment as set out in clause 7;

{h) the covenant to make good pursuant to clause 4.2 of Annexure A.

·---152 No Waiver ------ --~---- ---

______ -__.luo~re-sp~· ~em of the Tenaot's~obligmion to pay Rent, the acceptance by the Landlord of arrears or of any tate payment of Ren will not consti nteawai'i810fthe-essenti~t-the-lenant1s ____ _ obligation to pay Rent.

15.3 Damages

Subject to the provisions of clause 12, the Tenant will compensate the Landlord in respect of any breach of an essential term of this Lease and the Landlord is entitled to recover damages from the Tenant in respect of those breaches. The Landlord's entitlement under this clause is in addition to any other remedy or entitlement to which the Landl.ord is entitled (including to terminate this Lease).

15.4 RepudiaUon

If the Tenant's conduct (whether acts or omissions) constitutes a repudiation of this Lease or the Licence (or of the Tenant's obligations under this Lease or the Licence) or constitutes a breach of any Lease or the Licence covenants, the Tenant will compensate the Land,ord on a full indemnity basis for the loss or damage suffered because of the repudiation or breach.

18

15.5 Landlord to MHigate

16.

16.1

If the Tenant vacates the Premises, whether with or without the Landlord's consent, the Landlord must make reasonable endeavours to lease the Premises to a replacement tenant at a reasonable rent and on reasonable conditions having regard to the unique location and unique character of the Premises .and the Land. The Landlord and the Tenant must cooperate with each other to enable the Landlord to do so.

GE'NERAL

Whole Agreement

This Lease contains the whole agreement of the parties and no obligation or liability will arise because of any promise, representation, warranty or undertaking allegedly given or made by either party to the other before the date of this Lease.

16.2 Notice

(a) Any notice or statement to be given or demand to be made on either party under this Lease:

(b)

(i) will be effectively signed on behalf of a party if it is executed by that party any of its officers, its solicitor or its duly constituted attorney; and

(ii) may be served:

A. by being delivered personally;

B.

C.

being left at or posted in a prepaid envelope to the· address of the other party specified in this Lease or the registered office or place of business or residence of the o her p. rty la-s km, to th ender; or

by being sent to the other party by email transmission to the email address of the other party specified in this Lease or last notified to the sender.

A demand or notice if:

(i) posted will be deemed served 2 Business Days after posting; and

(ii) sent by email transmission will be deemed served at the time and on the ---------------.l"'IQte-speaffied on the sendo(s sent ma1t:-YAless..the-SeAder receives a faile- -

send all like return email from the sender's Internet service provider, in which

16.3 Waiver

case service will be deemed not to have occurred.

If a notice is served or received on a day that is not a Business Day or after 5.00 pm on a Business Day it will be deemed to be given or served on the next Business Day. For the avoidance of doubt, service by any other means including without limitation text or social media are not permitted.

No waiver by the Landlord of one breach of any covenant, obligation or provision contained or implied in this Lease will operate as a waiver of another breach of the same or any other covenant, obligation or provision contained or implied in this Lease or the Licence.

19

16.4 Reading Down and Severance of Invalid Provisions

The provisions of this Lease and the Licence are to be interpreted so as not to infringe the provisions of any Laws. If any provision of this Lease or the Licence does infringe any Laws it will be read down to the extent necessary to give its if possibleJ a valid operation of a partial nature but if it cannot be so read down it will be deemed to be void and severable. If any provision is held invalid by a Court that provision will be disregarded and the rest of this Lease and the Licence will continue in force.

16.5 Con ents

Except where this Lease and the Licence expressly provides otherwise, where under any of the provisions of this Lease and the Licence the doing of any act or thing or the carrying out or the refraining from any activity or procedure is prohibited without or dependent on obtaining the Landlord's or the Tenant's consent or approval the-Landlord or the Tenant (as the case may be) must give or refuse its consent or approval within 14 days of the written request for it failing which it will be deemed to have given its consent or approval and the Landlord or the Tenant (as the case may be) must not unreasonably withhold or refuse its consent or approval and must where it is possible for it to do so provide its consent or approval subject to such conditions as it may reasonably impose.

16.6 Mortgagee's Consent

(a) The Landlord warrants to the Tenant that any mortgagee of the land upon which the Premises is erected has. unconditionally consented to the Landlord entering into, and granting to the Tenant, this Lease and the Licence. The Landlord will if requested to do so provide to the Tenant a true and complete certified copy of the unconditional consent granted by the mortgagee.

(b) The Landlord will not grant any mortgage, charge or other enc mbr:-a.nce er the Land upon which the Premises is erected without first obtaining, and producing evidence to the Tenant of, the unconditional consent of the mortga.gee, chargee or encumbrancer ( as the case may be) to the grant of this Lease.

(c) The warranty and obligations in clauses 16.6(a) and 16.6(b) are essential terms of this Lease. In the event that the warranty in clause 16.6(a) is not accurate, or the oblig_ations

-------- in clauses 1S.6(a )_and t6 ... 6(b) are breached t,y tl}e_ Landlord, the Tenant may, without prejudice to any other rights it may have, by notice in writing elect to "terminate- this t ea,s;e

--------~~re&Ylt :of.::sucl+macc• rracy _or .... .--,!!31'-"1'!1.. ·n whiGh event this Lease will terminate on _!be service of the notice).

16. 7 Secti.ons 92 and 93 of the Transfer of· Land Act 1893

Sections 92 and 93 of the Transfer of Land Act 1893 do not a.pply to this Lease.

16.8 Govermng Law

This Lease is governed by, and will be construed in accordance with, the Laws from time to time in force in Western Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia and courts of appeal from them.

17.

17.1

20

GST

Interpretation

For the purposes of this clause:

"Acf ' means A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended) and A New Tax System (Goods and Services Tax Transition) Act 1999 (Cth) {as amended) and any related tax impositions Act;

"GS:T" means any tax imposed by or through tf:'le Act on a taxable supply (without regard to any input tax credit);

"taxable suppl.y" means a taxable supply under the Act, and

except where the contrary intention appears, expressions used in this clause 17 have the meanings, given to them in the Act.

17 .2 Amounts Exclusive of GST

Unless expressly indicated otherwise and subject to clause 17.3, all amounts referred to in this Lease are exclusive of GST.

17.3 lncrea e, of con ideration

Subject to clause 17.4, if GST is imposed on a taxable supply under this Lease then the amount or other consideration payable for that taxable supply will be increased by an amount equal to the GST imposed on that taxable supply and that amount will be payable at the same tirne and i the same m n f as t consideration for th abJe . ugply.

17.4 Tax Invoice

A party is not obliged to pay any amount under clauses 17.3 and/or 17.5 unless and until it receives a tax invoice.

17 .-S Reimbui ement

-------U~ 'S--l ease.r-equim imburse indemni . _or otherwise gay a.pother party for any expense, loss or outgoing ("reimbursable expense"), the amoun require e -atrt-nu-tt"lCr------4

first party will be the amount of the reimbursable expense inclusive of any GST paid when that expense, loss or outgoing was incurred less the amount of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense.

17 .6 Adjustment

A party which receives payment of an amount equal to the GST payable for a taxable supply made by it agrees to provide the party which paid such amount with an adjustment note for any adjustment that arises from an adjustment event relating to the taxable supply within 14 days of becoming aware of that adjustment.

18. s.PECIAL CONDITIONS

The Special Conditions set out in Annexure A form part of this Lease. If there is an inconsistency between a special Condition and any other provision of this Lease, then the Special Condition prevails.

19.

19.1

21

ENVIRO --.MENTAL.

Contamination by the Tenant

The Tenant is responsible for any Contamination relating to the Premises, the Land or Surrounding Area, which occurs after the Commencement Date· and, in the case of Warehouse, at the Rent Commencement Date, to the extent such Contamination is partly or wholly caused or permitted to occur by the Tenant or the Tenant's employee, contractor or invitee. Without limiting any indemnities given by the Tenant in this Lease, the Tenant unconditionally and irrevocably indemnifies on a full indemnity basis, the Landlord from and against any claim made against the Landlord under the Dangerous Goods Safety Act 2004 (WA) in respect of any Contamination referred to in this Clause· to the extent such Contamination results from Tenant's negligence or wilful misconduct.

19.2 Contamination by the Landl•ord

The Landlord is responsible for any Contamination relating to the Premises, the Land or Surrounding Area, which occurs before the Commencement Date or due to the release or threatened release of Dangerous Goods; the use, generation, handling, storage, management, treatment or disposal of Dangerous Goods; or breach of the Dangerous Goods Safety Act 2004 (WA). Without limiting any indemnities given by the Landlord in this Lea.se, the Landlord unconditionally and irrevocably indemnifies on a full indemnity basis, the Tenant from and against any claim made against the Tenant in respect of any Contamination referred to in this Clause to the extent such Contamination results from Landlord's negligence or wilful misconduct.

19.3 Other Contamination

If the Tenan can demonstrate- to th i -faction of-t _ Authority t at the Contamination was not caused or permitted by the Tenant, then the Tenant will not be responsible for any remediation.

19.4 Oblig·ations Survive Le·ase

The obligations of the Tenant under this Clause survive the expiry of the Term or the Renewed ------ Term-(if any-}·or-ear-lier-termination of thiS-Lease~

ITEM 1 Land: (clause 2.1)

Premises: (clause 2.1)

ITEM 2 Term: ( clause 2.1)

ITEM 3 Commencement Date: ( clause 2.1)

Rent Commencement Date (clause 3.1)

ITE 4 Rent and its Review: (cl°auses 2.1 and 13J

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SCHEDULE

The land known as Lot 587 Crab Creek Road, Broome, Western Australia, being part of Lot 587 on Deposited Plan 7179 being the whole of the land described in Certificate of Title Volume 2786 Folio 13 ("Lot 587").

That part of the Land comprising of

(a) subject to Special Condition 1.2, the Warehouse of 4,000 m2

;

(b) the Hardstand of 3,500 m2; and

(c) the Undeveloped Area - LMP of 2,500 m2,

depicted in the diagram annexed to this Lease as Diagram "8".

From the Commencement Date ,expiring on 31 October 2024.

The date that the Landlord grants possession of the Premises to the Tenant and the Tenant takes possession of the Premises to be recorded in writing by the parties or 1 November 2019, whichever is earlier.

1 November 2019

For the first year from 1 November 2019 to 31 October 2020, Two Hundred & Thirteen Thou and Dellars ($2t3,00D-) pl GST per annum the Rent is to be reviewed in accordance with clause 13.

--------------1l th-e-Gommence111e1t1: Date-eecurs before 1 November 2619, thetL._____; __ the Tenant will be under no obligation to pay Rent and Outgoings until 1 November 2019.

ITEMS Rent payable: { clause 3. 1)

ITEMS Outgoings: (clause 3.2)

ITEM 7 Interest on R1ent and o hermoney in arrears: (clause 3.6)

ITE.M 8 Use of Premises: (clause 4.1)

ITEM. 9

23

By equal monthly instalments in advance on the first day of each month during the Term provided that:

( d) if the Rent Commencement Date is not the first day of a month, then the first Rent payment will be made within seven (7) days of the Rent Commencement Date calcutated for the period up to the la.st day of the month in which the Rent Commencement Date falls!; and

{e) the final payment will be proportionate to part of the month in which the Lease terminates.

All municipal, water and sewerage rates, land tax and charges for garbage and waste removal payable to any Authority which are separately payable and assessed in respect of the Premises and all insurance premiums paid by the Landlord for building insurance pursuant to clause 6.2 PROVIDED THAT land tax will be calculated and paid on the basis that the Premises is the: only land owned by the Landlord in Western Australia and on the baslis that the Premises is not the subject of a trust nor owned by a non-concessional company.

Seven (7) % per annum.

Oil and Gas exploration and production logistics and support including without limitation the operation of a Liquid Mud Plant for the purpose of facilitating drilling operations

- Amount of Ptltilie- ~Ri~sk~·---~ :$10-n·· m· uc· 10.-=---===-=--==-=---=-=:____--==--=----==---===----==--lnsurance: (clause 6.1(a))

ITEM 10 Further Term: (clauses 2.1 .and 14)

One (1) Further Term of Five (5) years commencing on 1 November 2024 and expiring on 31 October 2029.

EXECUTED by MARPHIL HOLDINGS PTY ) LTD ACN 150 966 751 in accordance with ) section 127(1) of the Corporations Act 2001 ) (Cth)

EXECUTED by HALLIBURTON AUSTRALIA } PTY LTD ACN 009 000 775 in accordance with ) section 127{1) of the Corporations Act 2001 ) /r"l-h #"' I A -

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1 ..

1.1

25

ANNEXURE .A - SPECIAL CONDITIONS TO LEASE BETWEEN MARPH.IL HOLDINGS PTY LTD AS LANDLORD AND HALLI BUR.TON AUSTRALIA PTY LTD AS TENANT

THE LA.ND

The Land

As stated in Item 1, the Land forms part of Lot 587, which is the subject of a Ground Lease between Nyamba Buru Yawuru Limited ACN 137 306 917, the current registered proprietor of such Land and the Landlord undated and signed on or about 1 March 2013 ("Ground Lease). The Ground Lease contains an Option to Purchase granted in favour of the Landlord, which the Landlord is in the process of exercising. The Landlord has provided the Tenant with a redacted copy the Ground Lease prior to or on or about the date of signing this Lease.

1.2 Warehouse

The Warehouse of 4000 m2 described in as part of the Premises in Item 1 will not be available for occupation by the Tenant until 1 November 2019. The terms of this Lease do not apply to the Tenant in relation to the Warehouse until 1 November 2019.

1.3 Sub-(fvision

--1-;-4

2.

2.1

(a)

(b)

It is a condition of the Contract of Sale that the Landlord subdivide the Land from Lot 587 and conditions for the subdivision include wi:thout limitation:

the Landlord install the necessary pipes and other fittings to access Water Corporation supply water from the Water Corporation supply pipe loca.ted on the Broome Road reserve as directed by the Water Corporation and once such pipes and fittings are instaUed, the Wa :er Corpora ion will connect the l-and to the Water Corporation supply pipe; and

the Landlord will instalt the necessary underground power cables to access the Horizon electricity supply from the Horizon underground power cables located on the Broome Road reserve, as directed by Horizon and once such underground power cables are installed. Horizon will connect the Land to the Horizon power supply.

-Water &-Power Supply----------- -----

· hetandforo·w¼H-eemplete-the~GRnedkm: :ot-the-Laruuo~the -Water:Gar-peFatian water suPR_t.._ __ _ and the Landlord will complete the connection of the Land to the Horizon power supply. If the Tenant has completed the LMP to the extent that the LMP is capable of producing Liquid Mud and the Landlord has not completed the connection of the Land to the Water Corporation water supply or the Landlord has not completed the connection of the Land to the Horizon power supply or the Landlord has not completed both of these supplies which results in the Tenant not being able to produce Liquid Mud from the LMP, then the Licence terms set out in Special Conditions 2.2(c) or 2.2(d) will apply.

UCE.NCE

Term of Licence

Defined terms in the Lease will have the same meaning in this Licence. unless the context otherwise requires

26

2.2 Licence

In consideration for the Tenant entering into the Lease and at the request of the Tenant, the Landlord as Licensor grants the Tenant as. Licensee, a non-exclusive licence to use:

(a) driveways on the Land for the Term and Renewed Term (if any);

(b) the office/kitchen/bathroom/toilet structure on the Land for the Term and Renewed Term (if any),

(c) access the bore water supply on the Land during the period until the Water Corporation water supply is first connected and operational and for this purpose the Tenant may install temporary pipes for the period the Tenant conducts the Works; and

( d) access the power generators on the Land for the period until the Horizon power supply is first connected and operational and for this purpose the Tenant may install temporary power cables for the period the Tenant conducts the Works,

and such licensed areas are depicted in the diagram annexed to this Lease as Diagram "B". For the avoidance of doubt, the Tenant's licence to access the bore water supply and the power generators on the Land is confined to the period stated above, although the Landlord may agree to extend the licence to access the bore water supply or the power generators on the Land, provided that such extension does not take effect unless in writing signed by the Landlord or its agent. At the end of the licence to access the bore water supply and the power generators on the Land, the Tenant will immediately remove all pipes .and cables and make good Land otherwise in the terms of Special Condition 4. The Licence is to commence on the Commencement Dat:e and will termina.te when the Lease terminates. For the avoidance of doubt, the Licence is contractual only and does not create any proprietary interest in the Land.

2.3 Obligation of the Tenant a Licensee

(a} The Tenant will comply with all Laws affecting the Land and atl directions or orders which may be given by any Authority

(b) The Tenant will comply with all directions given by the Landlord in relation to the use of:

(i) the driveways on the Land;

the office/kitchen/bathroom/toilet structure on the Land; (ii)

(iii) access to -the bore water supply on the Land· and installation and removal -of _ _ __ tempor:ary pipes: and

(iv) access to the power generators on the Land and installation and removal of the temporary cables.

(c) The Tenant will pay for the use of bore water accessed from the Land and for the use of ~---~ power generat.ed by the power generators on the Land at the rates at a rate advised by

the Landlord from time to time to cover the operational costs of bore and the generators to provide water and power to the Tenant. The Tenant acknowledg.e·s that the• bore water is untreated and may contain mineral and particle contaminants and the generator power supply may fluctuate and both the bore water and generator power are supplied "as is where i.s." and the Tenant will be responsible for determining if the bore water and the and the generator power is fit for the Tenant's purpose. The Landlord is not liable for any loss arising from the Tenant's use of the bore water and the generator power.

(d) If the Tenant wholly or partly causes property to wholly or partially obstruct a driveway on the Land or other access to the Land, the Tenant shall immediately remove such property upon the direction of the Landlord. If the Tenant does not remove such property as directed or, in the opinion of the Landlord, there is an emergency, the Landlord may remove such property to a position where it is no longer obstructing a

27

driveway on the Land or other access to the Land and the Landlord will not be responsible for any damage to such property so moved.

(e) The Tenant acknowledges that the Landlord or other users of the Land may be handfing or otherwise dealing with Dangerous Goods. The Tenant will comply with all directions given by the Landlord or any other user of the Land in relation to Dangerous Goods.

(f) The Tenant will not carry Dangerous Goods over the Land without first notifying the Landlord and any relevant user of the Land of its intention to do so by giving reasonable notice in writing.

(g) The Tenant will not do anything or permit anything to be done or omit to do something which may interfere in .any way with the rights of the Landford or any other user in relation to the Land.

(h) Clauses 4. 7, 8, 9 and 19 of the Lease will apply to this licence with such adjustment as is necessary to give meaning to the terms of such clauses. For the avoidance of doubt such clauses will be interpreted in favour of the Landlord.

3. WORKS

3.1 Liquid Mud Plant

3.2

The Tenant intends to construct a Liquid Mud Plant on the Premises which is defined in this Lease as "LMP" and this construction constitutes the Works as defined in this Lease. The Tenant will not construct any of the LMP on the Land. For the purpose of this Lease, the Works will be deemed to have been completed when the Tenant produces Liquid Mud on the Premises or is capable of producing Liquid Mud on the Premises.

(a) Immediately upon signing this Lease, the Tenant will deliver to the Landlord a full set of plans and specifications of the proposed works to construct the LMP on the Premises and will immediately deliver to the Landlord all variations immediately the variations are adopted.

(b) The Landlord may if requested by the Tenant provide assistance to the Tenant in - - obtaining an necessary approvals from all relevant Authorities. The,L-andtord eannot be- -

.compelled by the__Ten_ant to_provide such assistance although the Landlord will, if so ---------r-eq_u...!_e_s-,--te-,--oy the Tenant, use its best endeavours to provi~-as:cs1i1e1strt:11.an11cr-:.:~=t-. ------

( c) The Landlord may make reasonable requests for alterations to the plans and specifications of the proposed works to construct the LMP. Upon receiving such requests, Tenant and Landlord will negotiate in good faith in relation to such requests.

(d) The Tenant will construct the LMP strictly in accordance with the plans and specifications and all variations delivered to the Landlord.

(e) The Tenant will comply with all Laws in conducting the Works to construct the LMP.

4. MAKE GOOD

4.1 Property Condition Report

On or before the Commencement Date, the Landlord will prepare a property condition report of the Premises (except the Warehouse) including without limitation photographs, vide,os and soil test results and, in the case of Warehouse, at the Rent Commencement

28

Date, the Landlord will prepare a comparable property condition report. The Landlord will provide a copy of each property condition report to the Tenant who will have 7 days from receipt to request in writing changes or additions, to the relevant property condition report. If the Tenant does not make such request within such 7 day period, then the property condition reports prepared by the Landlord will be deemed to be agreed by the Tenant.

4.2 Make Good

(a) Unless agreed by the Landlord in writing, the Tenant will reinstate .and make good the Premises to the condition of the Premises and the Landi the subject of the Licence on or before the Commencement Date and, in the case of Warehouse, at the Rent Commencement Date and, for this purpose, the property condition reports prepared by the Landlord pursuant to Special Condition 4.1 will be utilised by the parties for the purpose of determining whether such reinstatement has occurred. For the avoidance of doubt, the Tenant must allow sufficient time at the end of the Term or the Renewed Term, as the case may be to so reinstate the Premises and the Land, the subject of the Licence prior to termination of the Lease.

(b) If the Tenant does not fully reinstate the premises pursuant to Special Condition 4.2(a), the Landlord may so reinstate the Premises and exercise its rights under the Bank Guarantee.

5. BANK GUARANTEE

5.1 Bank Guarantee

(a) "Bank Guarantee" means an irrevocable and unconditional undertaking by an Australian bank as defined in the Banking Act 1959 (Cth} to pay on demand the amount of $100,000,

hich Bank Gu rantee must:

(i)

(ii)

(iii)

(iv)

be in favour of the Landlord;

guarantee the performance of the Tenant's obligations under the Lease and Licence;

contain an expiry date that is not more than 3 months after the termination of the Lease;

be capable of assignment; and

----------fu\--- -na--nnrtet"'t'Y'ls-accept-able ·to the Lan4~FG:-----=-.::.--=----=---=--=----------l

(b)

(c)

(d)

(e)

The Tenant must contemporaneously with the execution of this Lease or at such later date agreed between the Landlord and the Tenant, deliver to the Landlord the Bank Guarantee.

If the Tenant is in unremedied default or fails or refuses to make good the Premises and the Land pursuant to Special Condition 4.2(a), then the Landlord may, pursuant to the Bank Guarantee, demand that the bank pay to the Landlord such amount of the sum guaranteed under the Bank Guarantee that in the reasonable opinion of the Landlord may be due to the Landlord as a result of the default or the failure or refusal to make good on the part of the Tenant.

The liability of the Tenant to the Landlord under this Lease will not be and is not limited to the amount of the sum guaranteed under the Bank Guarantee.

Any demand made under Special Condition 5.1(c) will not in any way be deemed to constitute a waiver by the Landlord of any default and will not prejudice any other right of the Landlord arising from that default.

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(f) If any amount of the Bank Guarantee is appropriated or demanded from time to time by the Landlord as provided in this clause, then the Tenant must within 14 days after demand by the Landlord deliver to the Landlord a further bank guarantee for the shortfall (in a form acceptable to the Landlord) in order to reinstate or top up the amount of the Bank Guarantee to an amount at least equal in value to the amount of $100,000 and if the further bank guarantee is not provided, the failure to do so will be a default.

{g) If the Landlord ceases to be the registered proprietor of the Land during the Term, the Tenant must on demand replace the Bank Guarantee with a fresh Bank Guarantee in favour of the new Landlord (and the Landlord will, in exchange, return the original Bank Guarantee to the Tenant), unless the terms and conditions of the Bank Guarantee extend to, are for the benefit of, and may be caf:led upon by any successor in title of the Landlord, and if the fresh Bank Guarantee is not provided within a reasonable time of the demand, the failure to provide the fresh Bank Guarantee will be a default.

(h) The Landlord will return the Bank Guarantee to the Tenant within 3 months after termination of the Lease, subject to the Tenant vacating the Premises and otherwise complying with its obligations under this Lease including without limitation, making good the Premises pursuant to Special Condition 4.2{a).

END OF SPECIAL CONDITIONS

©JBS&G Australia Pty Ltd T/A Strategen-JBS&G 57470/124791 (Rev 1)

© JBS&G Australia Pty Ltd T/A Strategen-JBS&G

This document is and shall remain the property of Strategen-JBS&G. The document may only be used for the purposes for which it was commissioned and in accordance with the Terms of Engagement for the commission. Unauthorised use of this document in any form whatsoever is prohibited.

Document Distribution

Rev No. Copies Recipient Date

1 Electronic Halliburton Australia Pty Ltd 01/10/2019

Document Status

Rev No. Author Reviewer Approved for Issue

Name Name Si Date

1 J Bailes T Bowra J Bailes 01/10/2019

~ strategen ~IJBS&G

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