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BALLARAT GOLDFIELDS NL
 AND
 SPINIFEX PROJECTS PTY LTD
 
 CONTRACT NO. P-3
PROCESSING PLANT CONSTRUCTION
 
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GST Law A New Tax System (Goods and Services Tax)
 Phase One Mechanical Completion
 Schedule of Rates Schedule 2
 Site
 Work or Works Schedule 1
 1.2 Interpretation
  (a)
    
    Words importing the singular shall be deemed to include the plural and vice
versa.(b)
    
    Words importing any gender shall be deemed to include all other genders.(c)
    
    Words importing persons shall be deemed to include all bodies
and
associations, corporate or unincorporated, and vice versa.(d)
    
    Any reference to a statute or statutory provision shall be deemed to
include
any statutory provision which amends, extends, consolidates or replaces the
same or which has been amended, extended, consolidated or replaced by the
same and any orders, regulations, instruments or other subordinate legislation
made thereunder.(e)
    
    Headings are included for convenience only and shall not affect the
interpretation of this Agreement or any schedule.(f)
    
    All references to clauses, schedules and annexures are to clauses of and,
schedules and annexures to this Contract.(g)
    
    All reference to dates and times are to Melbourne time.(h)
    
    A business day means a week day on which banks are open for business
in Ballarat, Victoria.(i)
    
    All references to $ and dollars are to lawful currency of Australia.(j)
    
    Where time is to be reckoned by reference to a day or an event, that
day or the day of that event is excluded for the purposes of computation of time.
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2.
    
    ENGAGEMENTThe Contractor may subcontract parts of the Works with the prior written approval of the
Company who will not unreasonably withhold or delay giving such approval.Consent by the Company to any assignment or subcontract shall not relieve the Contractor
from full and entire responsibility for the performance of its obligations in accordance
with this Contract.The Contractor shall make any subcontract subject to the conditions of this Contract.5.
    
    PRICEThe Company will pay the Contractor for all Work performed by the Contractor, in accordance
with the Schedule of Rates.Where the Schedule of Rates does not apply, the Company will reimburse the Contractor the
amount payable by the Contractor to subcontractors or other third parties with the consent of
the Company for any goods or services required in relation to the performance of the Work
plus a percentage of    thereon (or such other percentage as may be agreed between the
parties in writing and in advance of the Contractor incurring the debt to be reimbursed) for
profit and attendance. To avoid any doubt, the Contractor acknowledges that any such goods
reimbursed by the Company to the Contractor shall thereupon be deemed to have transferred
from the Contractor to the Company and shall become the Companys property.The Contractor shall at the request of the Company or the Companys Representative, make
available its primary records and books at any pre-arranged time for audit and checking by
the Companys Representative of the Work performed pursuant to the Schedule of Rates and the
reimbursable costs for goods and services in support of a claim for payment by the
Contractor. Should the Company exercise its right to audit the Contractors primary records
and books this will not constitute a valid reason to delay or withhold payment of any claim
for payment by the Contractor.All rates in the Schedule of Rates shall be firm and not subject to rise and fall unless
otherwise stated in this Contract or agreed between the parties. The amounts quoted in the
Schedule of Rates do not include goods and services tax.6.
    
    TIME FOR COMPLETIONThe Contractor and the Company agree to work cooperatively to develop and agree upon a
reasonably achievable time schedule in which to complete Phase One (including as the key
requirement, the achievement of Phase One Mechanical Completion) and the Contractor agrees to
use its best endeavours to achieve that schedule and any subsequently agreed amendments. If it
becomes evident to the Contractor that any of the Works will not be completed, or are unlikely
to be completed, in accordance with the agreed schedule due to events or circumstances beyond
the reasonable control of the Contractor, the Company and the Contractor will, acting in good
faith agree upon an appropriate extension of time in which to complete the affected Works and
Phase One, including the date for achieving Phase One Mechanical Completion.The Company may at any time, in its absolute discretion, unilaterally grant the Contractor an
extension of time for any reason whatsoever.7.
    
    INDEMNITY BY THE CONTRACTOR
 7.1
    
    Damage to Property
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8.5
    
    Notwithstanding any other provision of this Contract, in no event will the
Contractors liability to the Company exceed in aggregate the sum which is recovered by
the Contractor under any of the insurance polices required to be taken out by the
Contractor under this Contract or in the case of any events or risks not insured under
such insurance policies, the sum of one million dollars.
 9.
    
    INDEMNITY BY THE COMPANYThe Company agrees to accept all risk in regard to delays in completion of the Project, the
metallurgical suitability of the ore for processing by the methods, design and equipment
recommended and installed by the Contractor and indemnifies and releases the Contractor and
its officers, shareholders, employees, agents and representatives from and against any and all
Liabilities arising in favour of the Company or any third parties in regard to the
metallurgical performance of the ore as processed by those methods and equipment.The Company also indemnifies and releases the Contractor and its officers, shareholders,
employees, agents and representatives against all Liabilities arising as a result of or in
connection with (i) any delays in the completion of the Project and (ii) the performance of
the Works and the equipment, except to the extent to which any such Liabilities are caused by
the negligence of the Contractor or are caused by a breach of clause 13 (other than matters of
a non material nature).In this clause, Liabilitiesmeans all liabilities, losses, costs, claims, actions whatsoever
and howsoever arising and without limitation includes (a) liability in tort (including
liability for negligence); (b) liability in contract; (c) liability under statute or other
legal principle; and (d) any liability for indirect or consequential loss or damage of any kind
howsoever caused or arising (including economic loss, loss of income or loss of profits).10.
    
    INSURANCES TO BE TAKEN OUT BY THE CONTRACTORIn all areas where the Works or any part of the Works thereof is being performed the Contractor
shall at the expense of the Company effect the insurances as set out in the following
Subclauses with reputable and substantial insurers to the reasonable satisfaction of the
Company and maintain these insurances in full force and effect until the expiry of the Defects
Liability Period unless otherwise specified in this Contract.
 10.1 Insurance of Employees
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10.2 Contractors Plant and Equipment
    10.3 Automobile Liability
     10.4 Professional Indemnity Insurance
 10.4.1 Extent of Coverage
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Insurances shall be effected by the Contractor before the commencement of risks to which the
insurance relates with insurers and in terms approved by the Company whose approval shall not be
unreasonably withheld or delayed and shall be kept in force as required hereunder.The Contractor shall ensure that each policy of insurance effected by it as required hereunder
shall contain provisions reasonably acceptable to the Company that will:
 (i)
    
    Require the Insurer to accept the term Insured as applying to each of the persons
comprising the Insured as if a separate policy of insurance had been issued to each of them
subject to the overall sum insured not being increased thereby.(ii)
    
    Require the Insurer, whenever the Insurer gives to or serves upon the Contractor a notice of
cancellation or any other notice under or in relation to the policy, at the same time to
inform the Company in writing that the notice has been given to or served upon the
Contractor.(iii)
    
    Provide that a notice of the occurrence of an event out of which the particular insured
giving the notice, alleges it has suffered or could suffer loss or damage shall be accepted
by the Insurer as a notice of that occurrence given by all the Insured.
 The Contractor shall whenever required by the Company make available for inspection by the Company
the policies of insurance effected by the Contractor for the purpose of complying with its
obligations hereunder and the receipts for payment of the current premiums or such other evidence
of insurance as may be requested by the Company.
 10.6.2
    
    Renewal
 If the Contractor fails to effect or to keep in force any of the insurance which he is required by
the Company to effect, the Company may effect and keep in force any such insurances and pay such
premiums as may be necessary for that purpose but will not be entitled to recover as a debt due
from the Contractor the amount so paid.
 10.6.3
    
    Claims
 If an event occurs which in the opinion of the Contractor may give rise to a claim involving the
Company and/or its employees, agents or consultants under the policy of insurance effected by the
Company or the Contractor as required hereunder, it shall notify the Company and shall ensure that
the Company is kept fully informed of subsequent action and developments concerning the claim.The effecting and keeping in force of insurance as required hereunder shall not in any way limit
the responsibilities and obligation of the Contractor under any provisions of the contract,
including the indemnifications under Clause 7.
 10.6.4
    
    Deductibles
 The Contractor will be responsible for the payment of any deductible or excess payable in
connection with any claim made in respect of any loss or risk covered by an insurance policy
effected under this clause 10 provided that the loss or damage the subject of the claim does not
result directly or indirectly from the default or negligence of the Company in which case the
Company will be responsible for such a payment.
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(i)
    
    Require the Insurer to accept the term Insured as applying to each of
the persons comprising the Insured as if a separate policy of insurance had
been issued to each of them (subject to the overall sum insured not being
increased thereby).(ii)
    
    Require the Insurer, whenever the Insurer gives to or serves
upon the Company a notice of cancellation or any other notice under or in
relation to the policy, at the same time to inform the Contractor in writing
that the notice has been given to or served upon the Company.(iii)
    
    Provide that a notice of the occurrence of an event out of
which the particular insured giving the notice, alleges it has suffered or
could suffer loss or damage shall be accepted by the Insurer as a notice of
that occurrence given by all the Insured.(iv)
    
    The Company shall when ever required by the Contractor make
available for inspection by the Contractor the policies of insurance effected
by the Company for the purpose of complying with its obligations hereunder and
the receipts for payment of the current premiums or such other evidence of
insurance as may be requested by the Contractor.(v)
    
    The policies referred to under ll.l (a) and (b) shall be in the
Joint Names of the Company, Contractor and subcontractors of any tier for their
respective rights and interests.
 11.3.2
    
    Claims
 If an event occurs which in the opinion of the Company may give rise to a claim involving the
Contractor and/or its employees, agents or consultants under the policy of insurance effected by
the Company under 11.1 (a) or (b) or the Contractor as required hereunder, it shall notify the
Contractor and shall ensure that the Contractor is kept fully informed of subsequent action and
developments concerning the claim.The effecting and keeping in force of insurance as required hereunder shall not in any way limit
the responsibilities and obligation of the Company under any provisions of the Contract,
including the indemnifications under Clause 9.
 11.3.3
    
    Deductibles
 In respect to the Works Insurance as required to effected by the Company in Clause 11.1 (a) &
11.1 (b), where it can be established that a claim arises directly or indirectly from the default
or negligence of a Named Insured under the policy, such party shall be responsible for the
payment of the deductible in connection with any claim made in respect of any loss or risk
covered by an insurance policy effected under clause 11.1.If more than one Named Insured under the policy contributed to a loss or where a loss did not
arise from the default or negligence of any of the Named Insured under the policy, payment of the
deductible in connection with any claim made in respect of any loss or risk covered by an
insurance policy effected under clause 11.1 shall be equally apportioned to the Company and the
Contractor.
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Company, then the Company may itself rectify, or engage others on its behalf to
rectify, the defect or omission and the costs of doing so will be the responsibility
of the Company.14A.3
    
    Upon the rectification of any defect or omission, there will be no new Defects
Liability Period created in respect of the rectified Works unless otherwise agreed in
writing between the parties.
 15.
    
    LAWS, REGULATIONS, ETCThe Contractor shall comply with the provisions of all laws (Federal, State or Municipal) and
all lawful requirements and any changes thereto, and regulations of the Company and any
changes thereto notified in advance in writing to the Contractor, in any way affecting or
applicable to the Work or its performance including, without limitation, the safety of the
Work and of persons on or in the vicinity of the Site, security, the environment, industrial
relations, and the Site generally. The Contractor shall ensure that its employees and
subcontractors agree also to be so bound.16.
    
    ACCESS TO SITEThe Contractor shall obtain the written permission of the Companys Representative before
causing or allowing access to the Site, allowing or doing Work other than during normal
working hours, using or storing explosives or excavating in or around the Site.17.
    
    PERFORMANCE BY CONTRACTOR
 17.1
    
    Company RepresentativeThe Company will personally supervise the execution of the Work and any activities relating to
the Work by having the Companys Representative present on Site or at other places at which
activities relating to the execution of the Work are taking place.The Company will notify the Contractor in writing of the name of the Company Representative
and of any subsequent changes.Matters within the knowledge of the Company Representative will be deemed to be within the
knowledge of the Company.17.2
    
    Instructions to ContractorThe Contractor shall obey and comply with all reasonable demands, decisions and directions of,
and notices given by the Company or the Companys Representative pursuant to the Contract.
Unless otherwise specifically provided in this Contract the Contractor shall supply all
labour, tools, equipment, transport and medical care for its workforce, and other services
necessary for it to complete the Work in accordance with this Contract. The Companys
facilities shall not be available to the Contractor unless otherwise specifically provided in
this Contract. The Contractor shall at all times maintain its work areas in an orderly and
safe condition, and on completion leave work areas fit for immediate use. The Contractor shall
perform all work as an independent Contractor and not as an agent or employee of the Company.
The Contractor shall observe the provisions of all applicable occupational health and safety
legislation.
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18.
    
    SIDE BY SIDE WORKThe Contractor shall permit the performance of work by other contractors or workmen at the
Site, and shall not in any way impede the simultaneous execution of their several works with
its own. If the Contractor suffers loss of time or incurs additional cost through interference
by any other workmen at the Site, the Contractor shall be entitled to any increase in the
Contract Price, damages, costs or any other expenses the amount of which is to be agreed
between the Contractor and the Companys Managing Director or the Companys Representative or
failing agreement, by arbitration in accordance with clause 28.19.
    
    INDUSTRIAL RELATIONSThe Contractor shall ensure that the wage rates and conditions as ruling at the time by any
applicable legislation are paid to or provided for its employees and for the employees of
other contractors managed by the Contractor, as applicable in the State of Victoria. In the
event of any amendment to such legislation the effect of such alterations shall be applied to
the Schedule of Rates (if required) and as otherwise prescribed therein. The Contractor shall
observe the provisions of any industrial relations directive or advice that the Company may
issue to the Contractor.The Contractor shall prepare an Employee Relations Management Plan in consultation with the
Company. The Contractor shall comply with the Employee Relations Management Plan and shall
ensure that each of the contractors managed by the Contractor comply with the Employee
Relations Management Plan.Under no circumstances will the Contractor be entitled to an additional payment in respect of
any delays or costs caused by industrial action when such action is directly caused by the
Contractor.20.
    
    CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY
 20.1
    
    Confidential InformationThe Contractor shall keep secret and confidential and shall not disclose to any third party,
without the prior written consent of the Company, any information, data, specifications,
drawings, reports, accounts of other documents supplied or made available by the Company to
the Contractor or brought into existence by the Contractor in or for the purpose of the
Contract or relating to the business or affairs of the Company and the Contractor shall take
such reasonable precautions as may be necessary to prevent such disclosure, including
obtaining confidentiality agreements from its employees, agents and subcontractors. These
obligations shall survive the term or termination of the Contract.This clause will not apply to information which is:(a)
    
    required to be disclosed by law; or(b)
    
    at the time of disclosure publicly available other than by a breach of this clause by
the Contractor.20.2
    
    Intellectual Property(a)
    
    All rights, title and interest in any new intellectual property developed by the
Contractor in the course of performing the Works will be assigned to and belong to the
Contractor.
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(a)
    
    If a party commits a material breach of an obligation under this Contract (other than
any obligation covered under clause 21.1) (Defaulting Party)the other party may give
the Defaulting Party a notice (Default Notice) specifying:
 (i)
    
    that a material breach has occurred;(ii)
    
    setting out reasonable details of the event or
circumstances constituting the material breach; and(iii)
    
    a reasonable period of time (not being less than 30 days)
in which to remedy the breach (the Remedial Period).
 (b)
    
    Within 14 days of receipt of a Default Notice, the Defaulting Party must provide to
the other party a plan by which that party proposes to remedy the material breach
specified in the Default Notice within the Remedial Period
(Remedial Plan).(c)
    
    Following receipt of the Default Notice, the Defaulting party will be permitted to
remedy the material breach within the Remedial Period and in accordance with the
Remedial Plan.(d)
    
    If the Defaulting party requires an extension to the Remedial Period, it may, not
later
than the expiration of the current Remedial Period, provide to the other party:
 (i)
    
    a revised Remedial Plan; and(ii)
    
    evidence that the material breach cannot, with reasonable
diligence, be remedied within the current Remedial Period.
 (e)
    
    The other party may not unreasonably refuse to grant an extension of the Remedial
Period.(f)
    
    If the Defaulting Party commits a material breach and the material breach is not
remedied within the Remedial Period then, the other party may terminate this
Contract immediately by written notice to the Defaulting party.
 22.
    
    CANCELLATION
 (a)
    
    The Company may at any time by written notice suspend, cancel or terminate all or
any part of the Work for any reason whatsoever. The notice must clearly state that it
is given pursuant to this clause. Upon receipt of a notice of cancellation, the
Contractor shall cease all Work in accordance with and to the extent specified in the
notice and shall immediately do everything reasonably possible to mitigate any costs
incurred consequent upon such cancellation.(b)
    
    Should the Company exercise its rights under sub-clause 22(a), the Contractor will be
entitled to be compensated for all previously unpaid costs and expenses incurred by
the Contractor prior to the suspension, cancellation or termination plus for all future
costs and expenses that the Contractor could not reasonably mitigate plus in the event
of cancellation or termination only, a reasonable amount for the Contractors expected
lost profit on the deleted work. Other than as set out above, this clause sets out the
Contractors sole entitlement to compensation for costs and expenses arising from the
Companys exercise of its rights under sub-clause 22(a) should the Company elect to
do so.
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23.
    
    PAYMENTThe Contractor shall invoice the Company for payment at intervals of 30 days unless otherwise
specified in this Contract. Invoices shall be in a form approved by the Company, shall show the
Contract number and shall be accompanied by accurate verification as reasonably requested by the
Company.The Contractors right to claim payment under clause 23 is subject to the Contractor
providing the Company written confirmation or such other reasonably satisfactory evidence as
is agreed by the Company, that:
 (a)
    
    the Contractor has met its payment obligations to its employees, subcontractors
and
suppliers; and(b)
    
    the Contractor has paid for any item of unfixed plant, equipment and materials
(notwithstanding that the item has not been incorporated into the Works) and is free
from any retention of title clause or similar charge, lien or legal provision having the
same effect and all encumbrances.
 Unless otherwise specified in this Contract payment shall be made by the Company within
thirty (30) days following the end of the month in which the Contractors invoice is received
by the Company. If any amount payable by the Company to the Contractor which is not disputed
by the Company as being payable, is not paid within 7 days after the date on which such
amount becomes due for payment and the Company has not within that time notified the
Contractor that the Company acting in a bona fide manner, disputes that the Contractor is
entitled to all or part of the claimed payment, the Contractor may, without prejudice to any
of its other rights and remedies, by written notice to the Company suspend the progress of
the Work until such payment is received.In respect of any disputed payments that are notified within time as set out above, any
suspension of the Works is not permitted until 7 days after the failure to pay that part of
the disputed amount that is ultimately determined or agreed pursuant to the dispute
resolution procedures of clause 28 of this Contract as payable to the Contractor. The Company
will be responsible for any delays, additional costs or expenses caused or arising as a
consequence of the Contractor suspending the progress of the Work pursuant to this clause.24.
    
    LAW APPLICABLEThe parties accept the laws of the State of Victoria as the proper law of this Contract and
the parties both agree to submit to the jurisdiction of the Courts of the State of Victoria
and of courts, which may hear appeals there from.25.
    
    SECURITY OF CONTRACTORS PLANT AND EQUIPMENTThe Contractor shall remain responsible for the security of its plant and equipment whether
operated or stored on the Site or any other premises of the Company except where such plant
and equipment is in the possession, custody or control of the Company in which case the
Company will be responsible. For the avoidance of doubt, the presence of the Contractors
plant and equipment on the Site or any other premises of the Company does not of itself mean
the subject plant and equipment is in the Companys possession, custody or control.
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26.
    
    HEALTH AND SAFETYThe mediation process will cease if the dispute is not settled within 30 days of the mediator
being appointed, or such longer period as the parties may agree in writing.
 28.3
    
    Arbitration
 If a dispute arising under this Contract is not resolved under clause 28.2 (or if no agreement
is reached to refer the dispute to mediation within 14 days of notification of the dispute
under clause 28.1 regardless of whether the meeting referred to in clause 28.1 has taken
place, (unless otherwise agreed in writing), either party wishing to resolve the dispute must
by written notice to the other refer the dispute to arbitration for determination by a single
arbitrator appointed pursuant to the Commercial Arbitration Act 1984 and subject to The
Institute of Arbitrators & Mediators Australia Rules for the Conduct of Commercial
Arbitrations. The site of the arbitration is to be Melbourne. Each party consents to the other
being legally represented at such an arbitration. The decision of the arbitrator with regard
to the dispute will be binding upon the parties.
 28.4
    
    Court Proceedings
 A party may not commence court proceedings in relation to a dispute arising in connection
with this Contract until it has exhausted the procedures set out in this clause 28 unless the
party seeks appropriate injunctive or other interlocutory relief to preserve property or
rights or to avoid losses that are not compensable in damages.
 29.
    
    GOOD FAITHThe parties must:
 a)
    
    At all times act in good faith towards each other with respect to the
subject matter
of this Contract; andb)
    
    Do all things, including signing all deeds, agreements or other documents
reasonably necessary or desirable to enable the other party to obtain its intended
benefit under this Contract and the transactions contemplated by it.
 30.
    
    SURVIVALNeither completion of the Works, nor termination of this Contract, will affect any provisions
of this Contract which by their nature survive completion of the Works or termination of this
Contract, including, without limitation, all warranties and obligations of indemnity or
confidentiality and insurance.31.
    
    NOTICESAll notices and other communications provided for or permitted under this Contract must be in
writing, and sent by certified or registered mail with postage prepaid, by hand delivery, or
by facsimile transmission as follows:
 (a)
    
    if to the Company, to it at:
 (i)
    
    the address shown on the first page of this Contract; or(ii)
    
    facsimile No. (03) 5331 7927.
 (b)
    
    if to the Contractor, to it at:
 (i)
    
    the address shown on the first page of this Contract; or
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SCHEDULE 1  SCOPE OF WORK
 Scope of Works for
Project Management and Services provided
by Spinifex Projects Pty Ltd
for the siteworks and preparation for Process
Plant Installation for Ballarat Goldfields NL
    
    Date:Signatories:
Spinifex: Sandy Gray
Ballarat Goldfields: Dick Livingstone
 ResponsibleItem
    
    Party(s)1
    
    PreambleSpinifex is providing Project Management and Support Services for the
purposes of construction, testing, dry commissioning and the initial
operation of the Ballarat East Gold Processing Plant.The processing plant equipment has been designed by Gekko Systems who has
a separate equipment supply Terms and Conditions Agreement with BGF.Given that Project Management and Support Services are not in the normal
course of business for Spinifex staff, the services are being provided on
a best endeavours basis. The costs are charged on a schedule of rates and
cost plus basis.*The overall costs are significantly cheaper for BGF
relative to utilising the services on an engineering house.3
    
    Spinifex Project ServicesKey Project Goals     Manage Gekkos Project Goals  see Appendix A     Positive relationships between BGF and all contractors/consultants     Stage One  On budget and On time (as per attachment)     Quality plant installation achieving 70% recovery     Safe Working Environment  No Injuries     Positive and Efficient Workplace  No days lost to Industrial Dispute     Good systematic procedures and work practices  No damage to Property, No adverse environmental issues     Manage and Minimise risks (insurance and clear specifications), and clear responsibilities for all parties
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ResponsibleItem
    
    Party(s)4
    
    High Level Key Activities     Project Planningo     Inclusive of detailed GANTT charto     Cash Flow Modelling & Planningo     Cost Control and Logistics     Procedures Development     ERMP Development     OH&S Plan for Spinifex related siteworks     Effective reporting and communication     Review Gekko Plant Design for critical discrepancies and
design errors     Supervision of Gekko Project Schedule     BGF  Spinifex  Gekko Communication Strategy & Mgt     Manage risks     Plant and Construction Security     Siteworks management in preparation for plant construction     Contract Mgt and Supervision (including Tender management)o     TGM Engineerso     Mid West Earthmoverso     Concretingo     Rob Hill Electrical Consultant (Powercor, etc)o     Erection and Construction (Building and Plant)     Develop operations strategy     Employ operations team     Provide Gold Room (excluding security)(Gekko to Supply
equipment)5
    
    Key Project Areas and Responsibilities:(a)
    
    
    
    SpinifexPROJECT MANAGEMENT AND SERVICES     Hire Services Support Team (Drafting, OH&S, Site Foreman)     Assist in Evaluating BGF Project Manager     Act as Superintendent for the Project     Cash-Flow modelling     Develop Management Systems and Processes foro      Site control and managemento      Supplier Deliveryo      Contractor Access     Cost Control, forecasting and minimisation     Variations approval and management     Develop Project Execution Plan
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ResponsibleItem
    
    Party(s)ERMP PLANNING
& INDUSTRIAL RELATIONS     Develop, or supervise development of, an ERMP for Spinifex      Develop systems to support the ERMP      On a best endeavours basis to minimise any opportunity for Industrial Dispute(f)
    
    SITE PLANNING, LAYOUT & DESIGN     Supervision of Design Consultant     Site Earthworks design based on BGF option selected.       BGF have final site layout sign off
    
    Site Layout: BGF
with Spinifex
support services
and Design
Consultant
technical advise(g)
    
    EARTHWORKS & SITE PREPARATION  DESIGN & CONSTRUCTION
    
    Earthworks: SpinifexWhere relevant to process plant construction, in consultation with BGF     Earthworks and ground stabilisation services     Access roads and drainage construction.      Foundations, concrete, concreting consumables and concreting services for
project associated infrastructure including:o      Gold processing planto      Gold, control, laboratory rooms and project related facilities     Site Services such as gas, potable water, sewerage, drainage etc      Include any BGF surface backfill plant requirements in general arrangement
drawings if required.     Other site works that may be requested such as roads, drainage, fencing,
buildings, workshops, offices, toilets, changerooms and carparks.(h)
    
    ELECTRICALS  DESIGN & INSTALLATION      Electrical provisions from Powercor supply to processing plant including:
    
    Electricals:o     New
22kV/11kV 3150kVA transformer and switchgearo     11kV supply to processing planto     11kV/415V transformer and switchgear at processing plant o     415V power supply to tailings storage facility.
    
    Spinifex 
Design
Consultants
advising (Rob
Hills, Jenkins)
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ResponsibleItem
    
    Party(s)     Water return from Treated Water Storage Facility to plant      Make up water supply to Treated Water
Storage Facility      Tailings transfer pipeline from plant to
tailings dissemination process      Integrate capital cost estimates for
backfill plant and tailings management system
prepared by backfill consultant and tailings
consultant.     Tailings supply to surface located backfill
plant if required
    
    Spinifex with BGF veto over site
layout and design
and with advise
from design
consultant(n)
    
    TAILING STORAGE FACILITY      BGF Responsibility
    
    Tailings Storage
Facility: BGF (with design consultant)(o)
    
    COMMISSIONING
    
    Dry      Metallurgical Commissioning to be undertaken by Gekko with the assistance of
Spinifex personnel
    
    Commissioning:Spinifex Wet
Commissioning:      Dry Commissioning of Plant elements      Commissioning will include hire of
necessary service equipment (eg. Loader to feed
crusher bin), supply of additional
commissioning labour and correction of any
faults discovered during commissioning that
would prevent the plant from operating to
design specifications (unless faults are
fabrication or plant design related).     Spinifex to assist in management of
resources and timelines but not responsible for
metallurgical outcomes     Handover and Sign off to BGF prior to wet
commissioning
    
    Gekko responsible
with support,
project management
& facilitation
provided by
Spinifex Spinifex
responsible to
ensure all required
services availableSECURITY(p)
    
    Spinifex will have no involvement in gold
security and will liaise with BGF to ensure
that OH&S and Property related security issues
are managed during construction.
    
    Construction
Security: Spinifex
Gold security  BGF(q)
    
    COMMERCIAL RELATIONSHIP B/N PARTIES
Schedule of Rates
* Payment terms (15 days from end month invoice)
Cost plus on expenses 
Otherwise agreed in writing
All major contracts to be direct between BGF
and Contractors
    
    Appendix to be
attached includes
schedule of rates
and payment terms(r)
    
    OPERATIONS CONTRACT
    
    Spinifex / BGFProject manager will assist in development of
an Operating Contract between Spinifex and BGF:
 16




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SCHEDULE 2  SCHEDULE OF RATES
 Ballarat Goldfields Schedule of Rates
 Name
    
    Position
    Amount Per Hour ($)Sandy Gray
    
    Project CoordinatorTim Hughes
    
    Principal MetallurgistTBA
    
    Project ManagerTrevor
    
    Acting Project ManagerAlvin Johns
    
    Senior Process EngineerJohn Adriaans
    
    Mechanical SupervisorTerry Baker
    
    Mechanical EngineerGeoff Molloy
    
    DraftsmanEmma Crouch
    
    DraftsmanCraig Hutchinson
    
    Senior ProcurementWayne Tonkin
    
    ProcurementRichard Stute
    
    Project EngineerMarc Amos
    
    Operations ManagerDave Foster
    
    Design EngineerElizabeth Gray
    
    CEOTBA
    
    Admin SupportTBA
    
    IT SupportMatthew Huf
    
    Site Foreman/OH&STBA
    
    Electrical EngineerTBA
    
    Plant ManagerTBA
    
    Junior Metallurgist
 17




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BALLARAT GOLDFIELDS NL
 
  INTRODUCTION
  
    
    The 1993 Planning Permit for Mineral Production
    
    Regulations of the Environmental Protection Authority
    
    Regulations of the Department of Energy and Minerals,
    
    Department of Sustainability and environment regulations
    
    City of Ballarat Planning Scheme
    
    Ballarat Goldfields Environmental Policy
 18




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##### 



permission and damage to vegetation should be reported so it can be repaired. Keep to
existing roads or defined tracks for access to work areas.
    
    Be courteousto visitors and citizens at all times. Refer any problems or
public complaints to your supervisor rather than pass comments. BGF wants to be kept
informed of feedback from the public or neighbours so it can manage any issues, which
may arise.
 3.      YOUR CONTRIBUTION
  19




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28.3 Arbitration
  Court Proceedings
  GOOD FAITH
  a)
    
    At all times act in good faith towards each other with respect to the
subject matter of this Contract; andb)
    
    Do all things, including signing all deeds, agreements or other documents
reasonably necessary or desirable to enable the other party to obtain its intended
benefit under this Contract and the transactions contemplated by it.
 SURVIVAL
  NOTICES
   (i)
    
    the address shown on the first page of this Contract; or(ii)
    
    facsimile No. (03) 5331 7927.
  (i)
    
    the address shown on the first page of this Contract; or
 20




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(ii)
    
    facsimile No. (03) 5339 5803,
  (i)
    
    two business days after being deposited in the mail with postage prepaid,(ii)
    
    when delivered by hand, and(iii)
    
    if sent by facsimile transmission, when receipt is acknowledged of the
successful transmission of the entire document,
  21




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SCHEDULE 1  SCOPE OF WORK
 Scope of Works for
    
    Date:Project Management and Services providedby Spinifex Projects Pty Ltd
    
    Signatories:for the siteworks and preparation for ProcessPlant Installation for
    
    Spinifex: Sandy GrayBallarat Goldfields NL
    
    Ballarat Goldfields: Dick Livingstone
 ResponsibleItem
    
   Party(s)1
    
    PreambleSpinifex is providing Project Management and Support Services
for the purposes of construction, testing, dry commissioning
and the initial operation of the Ballarat East Gold Processing
Plant.The processing plant equipment has been designed by Gekko
Systems who has a separate equipment supply Terms and
Conditions Agreement with BGF.Given that Project Management and Support Services are not in
the normal course of business for Spinifex staff, the services
are being provided on a best endeavours basis. The costs are
charged on a schedule of rates and cost plus basis. *The
overall costs are significantly cheaper for BGF relative to
utilising the services on an engineering house.3
    
    Spinifex Project ServicesKey Project Goals
 
    
    Manage Gekkos Project Goals  see Appendix A
    
    Positive relationships between BGF and all
contractors/consultants
    
    Stage One  On budget and On time (as per attachment)
    
    Quality plant installation achieving 70% recovery
    
    Safe Working Environment  No Injuries
    
    Positive and Efficient Workplace  No days lost to Industrial Dispute
    
    Good systematic procedures and work practices  No
damage to Property, No adverse environmental issues
    
    Manage and Minimise risks (insurance and clear
specifications), and clear responsibilities for all parties
 22




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ResponsibleItem
    
   Party(s)4
    
    High Level Key Activities
 
    
    Project Planning
 o
    
    Inclusive of detailed GANTT charto
    
    Cash Flow Modelling & Planningo
    
    Cost Control and Logistics
 
    
    Procedures Development
    
    ERMP Development
    
    OH&S Plan for Spinifex related siteworks
    
    Effective reporting and communication
    
    Review Gekko Plant Design for critical discrepancies and
design errors
    
    Supervision of Gekko Project Schedule
    
    BGF  Spinifex  Gekko Communication Strategy & Mgt
    
    Manage risks
    
    Plant and Construction Security
    
    Siteworks management in preparation for plant construction
    
    Contract Mgt and Supervision (including Tender
management)
 o
    
    TGM Engineerso
    
    Mid West Earthmoverso
    
    Concretingo
    
    Rob Hill Electrical Consultant (Powercor, etc)o
    
    Erection and Construction (Building and Plant)
 
    
    Develop operations strategy
    
    Employ operations team
    
    Provide Gold Room (excluding security)(Gekko to Supply
equipment)
 5
    
    Key Project Areas and Responsibilities:(a)
    
    
    
    SpinifexPROJECT MANAGEMENT AND SERVICES
 
    
    Hire Services Support Team (Drafting, OH&S, Site Foreman)
    
    Assist in Evaluating BGF Project Manager
    
    Act as Superintendent for the Project
    
    Cash-Flow modelling
    
    Develop Management Systems and Processes for
 o
    
    Site control and managemento
    
    Supplier Deliveryo
    
    Contractor Access
 
    
    Cost Control, forecasting and minimisation
    
    Variations approval and management
    
    Develop Project Execution Plan
 23




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ResponsibleItem
    
    Party(s)
 
    
    Develop list of building facilities required by BGF
    
    Effective reporting and communication
 o
    
    Regular and informed communication and reporting between all
partieso
    
    Manage Documentation and Sign off by BGF (eg mass balance,
major equipment purchases, site layout, practical completion of
plant)o
    
    Time sheet management and approvalso
    
    Recording of all Spinifex controlled Project Related
Expenditureo
    
    Recording Correspondence
 Contract Mgt:(b)
    
    CONTRACT MANAGEMENT
    
    Spinifex
 
    
    Tender Development & Contractor Recommendation
    
    Approve Project Related Contractor Invoices for BGF payment
    
    Supervise Contractor performance
    
    Manage variations and additional contractor instructions
 Environment:(c)
    
    ENVIRONMENT and COMMUNITY
    
    BGF
 
    
    Ensure BGF involvement, supervision and sign off over all
decisions involving environment and community including but not
limited to
 o
    
    Noise and Dust Levelso
    
    Provision of additional sound attenuation measures (if
required, at BGFs expense)
 (d)
    
    OH&S
    
    OH&S: Spinifex
 
    
    Prepare Safety Management System (SMS), compliant with BGF
(SMS) and approved by BGF
    
    Provide OH&S officer to oversee overall Health and Safety
requirements for works under Spinifex control.
    
    Spinifex will run Site Specific Inductions, undertaken by all
Contractors and Spinifex personnel
    
    Supervise OH&S over life of construction project
 (e)
    
    
    
    ERMP: Spinifex
 24




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ResponsibleItem
    
    Party(s)ERMP PLANNING & INDUSTRIAL
RELATIONS
 
    
    Develop, or supervise development of, an ERMP for
Spinifex
    
    Develop systems to support the ERMP
    
    On a best endeavours basis to minimise any opportunity for Industrial
Dispute
 (f)
    
    SITE PLANNING, LAYOUT & DESIGN
    
    Site Layout: BGF with Spinifex      Supervision of Design Consultant
    
    support services      Site Earthworks design based on BGF option selected.
    
    and Design Consultant      BGF have final site layout sign off
    
    technical advise
 (g)
    
    EARTHWORKS  & SITE PREPARATION  DESIGN &
    
    Earthworks:SpinifexCONSTRUCTIONWhere relevant to process plant construction, in consultation with BGF
 
    
    Earthworks and ground stabilisation services
    
    Access roads and drainage construction.
    
    Foundations, concrete, concreting consumables and
concreting services for project associated infrastructure including:
 
    
    Gold processing plant
    
    Gold, control, laboratory rooms and project related facilities
 
    
    Site Services such as gas, potable water, sewerage, drainage etc
    
    Include any BGF surface backfill plant requirements in general
arrangement drawings if required.
    
    Other site works that may be requested such as roads, drainage,
fencing, buildings, workshops, offices, toilets, changerooms and carparks.
 (h)
    
    ELECTRICALS  DESIGN & INSTALLATION
    
    Electricals:     Electrical provisions from Powercor supply to
processing plant including:
    
    Spinifex  Design Consultantso      New 22kV/11kV 3150kVA transformer and switchgear
    
    advising (Rob Hills, Jenkins)o      11 kV supply to processing planto      11 kV/415V transformer and switchgear at processing planto      415V power supply to tailings storage facility.
 25




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ResponsibleItem
    
    Party(s)   Spinifex manages high voltage supply and switching, Gekko is
responsible for internal plant low voltage supply and wiring(i)
    
    POWER   Generator if required
    
    Power: Spinifex
for short-term
power provision.
BGF for long term
power provision(j)
    
    PLANT CONSTRUCTION
   Erection of supplied components of the processing plant
in accordance with the design after all agreed internal approvals
are granted:
o   Major and minor equipment
o   Structural steelwork installation
o   Mechanical equipment installation
o   Process control system and control room installation
o   Internal pipework and pump installation
    
    Plant Erection:Spinifex(k)
    
    BUILDING DESIGN & CONSTRUCTION
    
    Building Construction:   Design and Construction of buildings and installation
services such as processing plant control room, gold room,
lunchroom, offices, workshop
    
    Spinifex(I)
    
    LIAISON REQUIREMENTS & CONTACTS
   Liaise with other BGF Contractors and Consultants to
determine
Battery Limits, interaction points and control processes including
but not limited to the following:
o   Liaise with Environment and Community Manager to
determine Environmental and Community effects and obtain necessary
approvals from BGF
o   Liaise with BGF for Environmental, incl noise and dust
design
o   Liaise with noise consultant to determine noise limits and
required sound attenuation measures
o   Liaise with Powercor & Electrical Consultant to ensure
adequate capacity in supply infrastructure to meet Plant power
demand.
o   Liaise with BGF to establish security requirements
relating to OH&S and property protection
    
    Liaison: Spinifex(m)
    
    WATER SUPPLY
    
    Water Supply:
 26




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ResponsibleItem
    
    Party(s)   Water return from Treated Water Storage
Facility to plant
   Make up water supply to
Treated Water Storage Facility
   Tailings transfer pipeline from
plant to tailings dissemination process
   Integrate capital cost estimates for
backfill plant and tailings
management system prepared by
backfill consultant and tailings
consultant.
   Tailings supply to surface located
backfill plant if required
    
    Spinifex with BGF
veto over site
layout and design and with advise
from design
consultant(n)
    
    TAILING STORAGE FACILITY    BGF Responsibility
    
    Tailings Storage
Facility: BGF (with
design consultant)(o)
    
    COMMISSIONING
    
    Dry   Metallurgical Commissioning to be undertaken by Gekko with the assistance of Spinifex personnel
    
    Commissioning:   Dry Commissioning of Plant elements
   Commissioning will include hire of necessary service
equipment (eg. Loader to feed crusher bin),
supply of
additional commissioning labour and correction of any
faults discovered during
commissioning that would prevent
the plant from operating to design specifications (unless
faults
are fabrication or plant design related).
   Spinifex to assist in management of resources and
timelines but not responsible for metallurgical
outcomes
   Handover and Sign off to BGF prior to wet commissioning
    
    Spinifex Wet
Commissioning:
Gekko
responsible with
support, project
management & facilitation
provided by
Spinifex
Spinifex
responsible to
ensure all
required services
available(p)
    
    SECURITY
Spinifex will have no involvement in gold security and will liaise
with BGF to ensure that OH&S and Property related security
issues are managed during construction.
    
    Construction
Security: Spinifex
Gold security 
BGF(q)
    
    COMMERCIAL RELATIONSHIP B/N PARTIES
Schedule of Rates

* Payment terms (15 days from end month invoice)

Cost plus on expenses
Otherwise agreed in writing

All major contracts to be direct between BGF and Contractors
    
    Appendix to be
attached includes
schedule of rates
and payment terms(r)
    
    OPERATIONS CONTRACT
Project manager will assist in development of an Operating Contract
between Spinifex and BGF:
    
    Spinifex / BGF
 27




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##### 



ResponsibleItem
    
    Party(s)7
    
    BATTERY LIMITS
    
    Spinifex / BGFStage 1   Tailings storage facility (dissemination point)
   Makeup water storage
   Treated water storage & return
   Poured gold
   Utility supply to boundary (power, water, gas,
sewerage, drainage)8
    
    APPENDIX A : Gekko Systems  Key Project Goals for Plant
Delivery   70% recovery (first stage) 90%plus (second stage)   First Gold poured by end of 2005 calendar year   600,000 tpa plant   Equipment Supply and Installation  Stage 1 $10.1m
End Dec 05   Equipment Supply and Installation  Stage 2 $5.4m
End Feb 06   Quality Plant   Engineering Drawings provided   Improvements to plant design at BGFs cost   Good maintenance features   Key design, key equipment components and mass balance
to be signed off by BGF   Reasonable operating cost
 28




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SCHEDULE 2  SCHEDULE OF RATES
 Ballarat Goldfields Schedule of Rates
 Name
    
    Position
    
    Amount per Hour ($)Sandy Gray
    
    Project Coordinator
    
    
    200Tim Hughes
    
    Principal Metallurgist
    
    
    140TBA
    
    Project Manager
    
    
    160Trevor
    
    Acting Project Manager
    
    
    200Alvin Johns
    
    Senior Process Engineer
    
    
    120John Adriaans
    
    Mechanical Supervisor
    
    
    120Terry Baker
    
    Mechanical Engineer
    
    
    160Geoff Molloy
    
    Draftsman
    
    
    100Emma Crouch
    
    Draftsman
    
    
    70Craig Hutchinson
    
    Senior Procurement
    
    
    80Wayne Tonkin
    
    Procurement
    
    
    60Richard Stute
    
    Project Engineer
    
    
    110Marc Amos
    
    Operations Manager
    
    
    160Dave Foster
    
    Design Engineer
    
    
    140Elizabeth Gray
    
    CEO
    
    
    200TBA
    
    Admin Support
    
    
    80TBA
    
    IT Support
    
    
    80Matthew Huf
    
    Site Foreman/OH&S
    
    
    120TBA
    
    Electrical Engineer
    
    
    120TBA
    
    Plant Manager
    
    
    160TBA
    
    Junior Metallurgist
    
    
    120
 29




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##### 



EXECUTEDfor and on behalf
    
    
    )of BALLARAT GOLDFIELDS NL
    
    
    )by its duly authorised officer
    
    
    )in the presence of:
    
    
    )
    
    
    /s/ A. RivamonteSignature/s/ Worraine Rivamonte
    
    
    
    
    
    A. RivamonteWitness - Signature
    
    
    
    
    
    Name (print)Worraine Rivamonte
    
    
    
    
    
    General Manager Co. SecretaryName of Witness (print)
    
    
    
    
    
    Position (print)EXECUTED for and on behalf
    
    
    )of SPINDFEX PROJECTS PTY LTD
    
    
    )by its duly authorised officer
    
    
    )in the presence of:
    
    
    )
    
    
    /s/ ELIZABETH LEWIS - GRAYSignature/s/ Richard Lningstone
    
    
    
    
    
    ELIZABETH LEWIS - GRAYWitness
- Signature
    
    
    
    
    
    Name (print)Richard
Livingstone
    
    
    
    
    
    DIRECTORName of Witness (print)
    
    
    
    
    
    Position (print)
 30




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BALLARAT GOLDFIELDS NL
 
  1.
    
    INTRODUCTIONBallarat Goldfields NL operates under strict environmental guidelines imposed by:
 
    
    The 1993 Planning Permit for Mineral Production
    
    Regulations of the Environmental Protection Authority
    
    Regulations of the Department of Energy and Minerals,
    
    Department of Sustainability and environment regulations
    
    City of Ballarat Planning Scheme
    
    Ballarat Goldfields Environmental Policy
 31




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##### 



2.
    
    YOUR OBLIGATIONBGF requires all employees and contractors to be conscious of and to follow the work
practices outlined below:
 
    
    Be aware of our environmental policy and responsibilities and aim for
continual improvement.
    
    Minimise noiseand be conscious of operating close to neighbours.Noise levels within 10 m of any residence shall not exceed:54dB(A) between 7 am  6 pm and at specific monitoring sites 50 dB(A)48dB(A) between 6 pm  10 pm and at specific monitoring sites 44 dB(A)43dB(A) between 10 pm  7 am and at specific monitoring sites 42 dB(A)
    
    Adhere to the operating times determined by BGF.
    
    Adhere to surface machinery operating times
    
    No heavy vehicle (over 10t) is permitted to enter or leave the site between 6
pm and 7 am Monday  Friday or at all on Saturday and Sunday except in any emergency
situation.
    
    All motor vehicles must enter and leave the site via Brittain Street and Main
Road. Employees cannot come to work via Brittain Street.
    
    Employees/contractors should be considerate of residents at shift change
times,travel at moderate speeds, minimise noise and be courteous.
    
    Eliminate pollutingthe surface or underground workings by avoiding spillage
of soils and other chemicals. If spillage does occur they are to be Controlled,
contained, cleaned up and reported. Our water treatment system is not designed to deal
with oils and other chemicals we may be using. You must notify a supervisor or the
manager so that correct action can be taken.
    
    The site is a litter free zoneso use the bins for rubbish; this applies to
underground as well as the surface areas. Keep ablution block and crib room clean and
tidy as others use them too.
    
    The crib room is a smoke free area.
    
    Avoid causing dust.Call for a water truck or for the sprinklers to be turned
on if your activities are causing dust. We have a system to minimise dust so please
use it. Dust monitoring is ongoing around the site.
    
    Protect all vegetationon and around the site in both existing and
rehabilitated areas. No vegetation should be removed without
 32




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##### 



permission and damage to vegetation should be reported so it can be repaired. Keep to
existing roads or defined tracks for access to work areas.
    
    Be courteousto visitors and citizens at all times. Refer any problems or
public complaints to your supervisor rather than pass comments. BGF wants to be kept
informed of feedback from the public or neighbours so it can manage any issues, which
may arise.
 3.
    
    YOUR CONTRIBUTIONBallarat Goldfields has worked very hard over many years to build up and maintain good
relations with the public and the community and strives to achieve environmental excellence.
As a result BGF has a record of which we can all be proud. However, this requires constant
maintenance and attention to detail. Your role in this is vital as you have the opportunity
to help sustain this record or, by carelessness or ignorance, to promote its downgrading.
Please take your responsibilities for these issues as seriously.
 33




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#####