No. 3 of 1996.
Mineral Resources Development Company Pty Limited (Privatisation) Act 1996.
Certified on:    /   /20   .

INDEPENDENT STATE OF PAPUA NEW GUINEA.

No. 3 of 1996.
Mineral Resources Development Company Pty Limited (Privatisation) Act 1996.
ARRANGEMENT OF SECTIONS.
PART I – PRELIMINARY.
1.	Compliance with constitutional requirements.
2.	Interpretation.
 “associate” 
 “Company” 
 “corporation” 
 “Mining Project” 
 “MRDC” 
 “officer” 
 “Option Agreement” 
 “Participating Interest” 
 “Petroleum Project” 
 “relevant interest” 
 “share” 
 “Termination Date” 
3.	Relevant interest.
4.	Associates.
5.	Application.
PART II – THE OPTION AGREEMENT.
6.	Approval of Option Agreement.
7.	Effect in relation to Laws of Papua New Guinea.
8.	Implementation of Option Agreement.
9.	Variation of Option Agreement.
10.	Specific Performance.
11.	Appropriation.
PART III – CONSEQUENTIAL AMENDMENTS TO OTHER LAWS.
Division 1 – Amendment of Audit Act 1989..
12.	Interpretation (Amendment of Section 1).
13.	Functions and Duties of the Auditor-General (Amendment of Section 2).
Division 2 – Amendment of Mining Act 1992.
14.	Interpretation (Amendment of Section 2).
 ‘Company’ 
 ‘Mining Project’ 
 ‘MRDC’ 
 ‘Option’ 
 ‘Option Agreement’ 
 ‘Participating Interest’ 
15.	New Part IIIA.
“PART IIIA – Acquisition of State Interests.”
“16A.	Acquisition of State Interests.”
16.	Grant of a Special Mining Lease (Amendment of Section 33).
17.	Grant of a Mining Lease (Amendment of Section 38).
18.	Approved Proposals for a Mining Lease (Amendment of Section 43).
19.	Duties of Registrar where preliminary examination shows that requirements have been met (Amendment of Section 103).
20.	New Section 103A.
“103A.	The Company may require further information.”
Division 3 – Amendment of Petroleum Act (Chapter 198)..
21.	Interpretation (Amendment of Section 2).
 ‘the Company’ 
 ‘MRDC’ 
 ‘Option’ 
 ‘Option Agreement’ 
 ‘Participating Interest’ 
 ‘Petroleum Project’ 
22.	New Division III.3A.
“Division IIIA – Acquisition of State Interests.”
“31A.	Acquisition of State Interests.”
23.	Application for Petroleum Development Licence (Amendment of Section 33).
24.	New Section 33A.
“33A.	Notice of application to be provided to the Company, etc.”
25.	Notification of Grant of Petroleum Development Licence (Amendment of Section 34).
26.	Grant of Petroleum Development Licence (Amendment of Section 35).
Division 4 – Amendment of Public Finances (Management) Act 1995..
27.	New Section 38A.
“38A.	Application of this Part.”
PART IV – REQUIREMENTS REGARDING COMPANY’S ARTICLES OF ASSOCIATION.
28.	Company’s Articles of Association to include certain provisions.
PART IVA – Application of provisions.
28A.	Termination of option agreement, etc.,.
28B.	Amendments to various Acts.
28C.	Repeal of Part IV.
28D.	Managing Director, etc., of company.
28E.	Validity of prior Act, etc.,.
PART V – MISCELLANEOUS.
29.	Effect of things done or allowed under this Act.
30.	Power of Minister.
31.	Regulations.
SCHEDULE 1 – Option Agreement.

INDEPENDENT STATE OF PAPUA NEW GUINEA.

AN ACT
entitled
Mineral Resources Development Company Pty Limited (Privatisation) Act 1996,
Being an Act to facilitate the privatisation of certain assets of the State and Mineral Resources Development Company Pty Limited transferred to a company (the Company) to be incorporated by Mineral Resources Development Company Pty Limited by–
(a)	providing for the approval and implementation of an agreement between the State, Mineral Resources Development Company Pty Limited and the Company under which the Company may acquire a participating interest in certain mining and petroleum development projects in Papua New Guinea; and
(b)	requiring that the articles of association of the Company impose restrictions on the ownership of its shares so as to prevent any person, other than Mineral Resources Development Company Pty Limited, having a relevant interest in more than 15% of its issued share capital; and
(c)	ensuring that the head office of the Company remains in Papua New Guinea; and
(d)	the consequential amendment of various Acts,
and for related purposes,
MADE by the National Parliament to come into operation–
(a)	in so far as relating to Parts I, IV and V–on certification; and
(b)	in so far as relating to Parts II and III–on the date on which the Option Agreement has been executed by all the parties to it.
PART I. – PRELIMINARY.
1.	Compliance with constitutional requirements.
(1) This Act, to the extent that it regulates or restricts a right or freedom referred to in Subdivision III.3.C (qualified rights) of the Constitution, namely–
(a)	the right to freedom of conscience, thought and religion conferred by Section 45 of the Constitution; and
(b)	the right to freedom of expression conferred by Section 46 of the Constitution; and
(c)	the right to freedom of assembly and association conferred by Section 47 of the Constitution; and
(d)	the right to privacy conferred by Section 49 of the Constitution; and
(e)	the right to freedom of information conferred by Section 51 of the Constitution,
is a law that is made–
(f)	for the purpose of giving effect to the public interest in public order, public welfare and the development of underprivileged or less advanced groups or areas; and
(g)	in order to protect the exercise of the rights and freedoms of others; and
(h)	for the purpose of making reasonable provision for cases where the exercise of one such right may conflict with the exercise of another.
(2) For the purposes of–
(a)	[Repealed.]
(b)	Section 41(2) of the Organic Law on Provincial Governments and Local-level Governments,
it is hereby declared that this Act relates to a matter of national interest.
(3) Insofar as this Act provides for the compulsory taking of possession of any property or the compulsory acquisition of any interest in or right over any property within the meaning of Section 53 of the Constitution–
(a)	the purposes and reasons for each such taking or acquisition are hereby declared and described to be to facilitate improvement in the returns earned upon, and the efficient and economical acquisition and management of, the State’s interests in Mining and Petroleum Projects so that they might better continue their significant contributions to the advancement of the order, welfare and development of the people of Papua New Guinea; and
(b)	each of those purposes and reasons is hereby also declared and described to be a public purpose and a reason that is reasonably justified in a democratic society that has a proper regard for the rights and dignity of mankind; and
(c)	the Act is also hereby expressed to be made in the national interest; and
(d)	the undertaking of the obligations of the State, MRDC or the Company, as the case may be, in relation to each such taking or acquisition under the Mining Act 1992 or the Oil and Gas Act 1998, the conditions of any lease, licence or other tenement granted under the Mining Act 1992 or the Oil and Gas Act 1998,, the terms of any mining development contract or other agreement made in connection with the grant of such a tenement or the acquisition by the State or MRDC of a Participating Interest in a Mining Project or Petroleum Project and the terms of the Option Agreement shall constitute compensation made in connection with that taking or acquisition.
2.	Interpretation.
In this Act, unless the contrary intention appears–
“associate” has the meaning given to it in Section 4;
“Company” means a company to be incorporated by MRDC and made the party to the Option Agreement referred to in the Option Agreement as “the Company”;
“corporation” means a body corporate wherever formed or incorporated;
“Mining Project” has the meaning given to it in the Option Agreement;
“MRDC” means the Mineral Resources Development Company Pty Limited;
“officer”, in relation to a corporation, has the meaning given to it in the Companies Act 1997;
“Option Agreement” means the agreement to be made between the State, MRDC and the Company, substantially in the form of the agreement contained in Schedule 1 with such amendments as may be agreed between the Minister, MRDC and the Company prior to the coming into operation of Parts II and III and, if that agreement is subsequently varied in accordance with Section 9, that agreement as varied and in force for the time being;
“Participating Interest” has the meaning given to it in the Option Agreement;
“Petroleum Project” has the meaning given to it in the Option Agreement;
“relevant interest”, in relation to a share, has the meaning given to it in Section 3;
“share”, in relation to the Company, means a share in the share capital of the Company and includes stock into which all or any of the share capital of the Company has been converted.
“Termination Date” means the date of commencement of the Mineral Resources Development Company Pty Limited (Privatization) (Amendment) Act 2001.
3.	Relevant interest.
(1) Subject to this section, a person holds a relevant interest in a share if he has any legal or equitable interest in that share.
(2) In addition to and without limiting the generality of Subsection (1), where a person–
(a)	has entered into a contract to purchase a share; or
(b)	has a right to have a share transferred to that person or as that person directs, whether the right is exercisable presently or in the future and whether on fulfilment of a condition or not; or
(c)	has a right to acquire a share, or a relevant interest in a share, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or
(d)	is entitled (otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members) to exercise or control the exercise of a right attached to a share, not being a share of which that person is the registered holder,
that person shall be deemed to have a relevant interest in that share.
(3) A person shall not be deemed not to have a relevant interest in a share by reason only that the person has the relevant interest in the share jointly with another person.
(4) For the purposes of determining whether a person has a relevant interest in a share–
(a)	it is immaterial that the relevant interest cannot be related to a particular share; and
(b)	there shall be disregarded a relevant interest in a share–
(i)	if the relevant interest is that of a person who holds the share as a bare trustee; or
(ii)	of a person whose ordinary business includes the lending of money, if the person has a relevant interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money; or
(iii)	of a person whose ordinary business includes dealing in securities and who has authority to exercise powers as the holder of the relevant interest only because of instructions given to him, by or on behalf of another person, to dispose of the share on the other person’s behalf in the ordinary course of business; or
(iv)	of a person where that person has that relevant interest by reason only of holding a prescribed office; or
(v)	that is a relevant interest of such person or of the persons included in such class of persons as is prescribed; and
(c)	such relevant interest shall not be disregarded by reason only of–
(i)	its remoteness; or
(ii)	the manner in which it arose; or
(iii)	the fact that the exercise of a right conferred by the relevant interest is, or is capable of being made, subject to restraint or restriction.
4.	Associates.
(1) Where a person is deemed to be an associate of another person as provided by this section, the first-mentioned person shall be deemed to have a relevant interest in the shares in which that other person has a relevant interest.
(2) For the purposes of this section, the following persons are deemed to be associates of a person:–
(a)	the person’s spouse or a parent or remoter lineal ancestor, son, daughter or remoter issue or brother or sister of the person;
(b)	a partner of the person;
(c)	a corporation of which the person is an officer;
(d)	where the person is a corporation–any officer of the corporation;
(e)	an employer or employee of the person;
(f)	an officer of a corporation of which the person is an officer;
(g)	an employee of a natural person of whom the person is an employee;
(h)	a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person or, where the person is a corporation, of the directors of the person;
(i)	a corporation in accordance with the directions, instructions or wishes of which, or of the directors of which, the person is accustomed or under an obligation, whether formal or informal, to act;
(j)	a corporation in which the person holds a substantial interest;
(k)	where the person is a corporation–a person who holds a substantial interest in the corporation;
(l)	the trustee of a trust estate in which the person holds a substantial interest;
(m)	where the person is the trustee of a trust estate–a person who holds a substantial interest in the trust estate; and
(n)	a person who is, by virtue of this section, an associate of any other person who is an associate of the person (including a person who is an associate of the person by another application or other applications of this section).
(3) For the purposes of this section–
(a)	a person is deemed to hold a substantial interest in a corporation if the person, alone or together with any associate or associates of the person, is in a position to control not less than 15% of the voting power in the corporation or holds relevant interests in not less than 15% of the issued shares in the corporation; and
(b)	a reference to control of the voting power in a corporation is a reference to control that is direct or indirect, including control that is exercisable as a result or by means of arrangements or practices, whether or not having legal or equitable force, and whether or not based on legal or equitable rights; and
(c)	a reference to the voting power in a corporation is a reference to the maximum number of votes that might be cast at a general meeting of the corporation; and
(d)	subject to Subsection (4), a person is deemed to hold a substantial interest in a trust estate if the person, alone or together with an associate or associates, holds a beneficial interest in not less than 15% of the corpus or income of the trust estate.
(4) Where, under the terms of a trust, the trustee has a power or discretion as to the distribution of the corpus or income of the trust estate to beneficiaries, each beneficiary is deemed to hold a beneficial interest in the maximum percentage of corpus or income of the trust estate that the trustee is empowered to distribute to that beneficiary.
5.	Application.
(1) This Act binds the State.
(2) The Minister shall, prior to the coming into operation of Parts II and III, by written notice to MRDC and the Company, determine–
(a)	the Mining Projects and Petroleum Projects to be specified in Part A of Schedule 1 to the Option Agreement; and
(b)	the classes of Mining Projects and Petroleum Projects to be specified in Part B of Schedule 1 to the Option Agreement; and
(c)	the term of the Option Agreement, being a period not exceeding 25 years on and from the date of the coming into operation of Parts II and III.
PART II. – THE OPTION AGREEMENT.
6.	Approval of Option Agreement.
The Option Agreement is ratified, approved and has effect according to its tenor.
7.	Effect in relation to Laws of Papua New Guinea.
The Option Agreement has the force of law for the full term provided for by this Act and the Option Agreement as if contained in this Act and shall apply notwithstanding anything to the contrary in any other law in force in the country, including, without limitation–
(a)	the Central Banking Act 2000 and any regulation made or deemed to have been made under that Act; and
(b)	the Investment Promotion Act 1992 and any regulation made under that Act.
8.	Implementation of Option Agreement.
(1) The implementation of the Option Agreement is hereby authorized and the Government, Ministers, officers, instrumentalities of the State and all bodies created by or under an Act for a public purpose are authorized, empowered and required to do all things necessary or expedient to carry out, and give full effect to, the Option Agreement.
(2) A person shall not–
(a)	interfere; or
(b)	do anything that interferes,
with the operation or implementation of the Option Agreement or with the ability of the parties to the Option Agreement to exercise rights or discharge duties or obligations, under the Option Agreement.
9.	Variation of Option Agreement.
(1) The parties to the Option Agreement may from time to time by agreement, in writing, add to or substitute for, cancel or vary all or any of the provisions of the Option Agreement.
(2) The Minister must cause a copy of an agreement under Subsection (1) to be laid before the Parliament within five sitting days following the making of the agreement.
(3) An agreement under this section may be revoked wholly or in part by resolution of the Parliament passed within five sitting days after a copy of the agreement is laid before the Parliament.
(4) Unless the agreement is revoked under this section, it will come into force on the expiration of the period within which it could have been revoked.
10.	Specific Performance.
The Option Agreement may be enforced by obtaining a decree of specific performance against the State in respect of its obligations under the Option Agreement.
11.	Appropriation.
Any sums required by the State to fulfil any liability from time to time arising under the Option Agreement shall be paid out of the Consolidated Revenue Fund which is hereby deemed to have been appropriated to the extent necessary.
PART III. – CONSEQUENTIAL AMENDMENTS TO OTHER LAWS.
Division 1.
Amendment of Audit Act 1989..
12.	Interpretation (Amendment of Section 1).
Section 1 of the Audit Act 1989 is amended in the definition of “Government-owned company” by adding the following:–
“but does not include the company referred to as “the Company” in the Mineral Resources Development Company Pty Limited (Privatisation) Act 1996 or any subsidiary of that company”.
13.	Functions and Duties of the Auditor-General (Amendment of Section 2).
Section 3 of the Audit Act 1989 is amended in Subsection (2)(c) by adding the following:–
“except the company referred to as “the company” in the Mineral Resources Development Company Pty Limited (Privatisation) Act 1996 and the subsidiaries of that company”.
Division 2.
Amendment of Mining Act 1992.
14.	Interpretation (Amendment of Section 2).
Section 2 of the Mining Act 1992 is amended–
(a)	by inserting after the definition of “Chief Warden” the following new definition:–
‘Company’ has the meaning given to it in the Mineral Resources Development Company Pty Limited (Privatisation) Act 1996;”; and
(b)	by inserting after the definition of “mining lease” the following new definitions:–
‘Mining Project’ means a project–
(a)	for the construction, development and operation of facilities for the recovery, production, transportation and sale of minerals; and
(b)	specified or within a class specified in Schedule 1 to the Option Agreement;
‘MRDC’ means Mineral Resources Development Company Pty Limited;”; and
(c)	by inserting after the definition of “non-mechanized mining” the following new definitions:–
‘Option’ has the meaning given to it in the Option Agreement;
‘Option Agreement’ has the meaning given to it in the Mineral Resources Development Company Pty Limited (Privatisation) Act 1996; and
‘Participating Interest’ has the meaning given to it in the Option Agreement;”.
15.	New Part IIIA.
The Mining Act 1992 is amended by inserting after Part III the following new Part:–
“PART IIIA. – Acquisition of State Interests.
“Acquisition of State Interests.
“(1) Notwithstanding any provision of any other Part or the terms of any agreement made by the State–
(a)	the State, MRDC and the Company shall each have the right to acquire and, as appropriate, transfer a Participating Interest in a Mining Project in accordance with the Option Agreement; and
(b)	without limitation–
(i)	the conditions of any exploration licence; and
(ii)	the conditions of any special mining lease, mining lease, lease for mining purposes or mining easement granted in relation to a Mining Project; and
(iii)	the terms of any mining development contract or any agreement referred to in Section 17 made in relation to a Mining Project,
“granted or made after the coming into operation of Parts II and III of the Mineral Resources Development Company Pty Limited (Privatisation) Act 1996 shall recognise and provide for the exercise of those rights.
“(2) The State shall, subject to and in accordance with the Option Agreement, nominate MRDC or the Company to acquire its Participating Interest referred to in Subsection (1).”.
16.	Grant of a Special Mining Lease (Amendment of Section 33).
Section 33 of the Mining Act 1992 is amended–
(a)	in Subsection (1), by inserting before the words “The Head of State” the following:–
“Subject to this section,”; and
(b)	by adding the following new subsection:–
“(3) The Head of State, acting on advice, shall not grant a special mining lease under this section in relation to a Mining Project unless the Minister has first given to the Company written notice.”.
17.	Grant of a Mining Lease (Amendment of Section 38).
Section 38 of the Mining Act 1992 is amended–
(a)	in Subsection (1), by repealing the reference to “Subsection (2)” and replacing it with the following:–
“this section”; and
(b)	by adding the following new subsection:–
“(4) The Minister shall not grant a mining lease under this section in relation to a Mining Project unless he has first given to the Company written notice.”.
18.	Approved Proposals for a Mining Lease (Amendment of Section 43).
Section 43 of the Mining Act 1992 is amended–
(a)	in Subsection (1), by repealing the words “and may request the applicant to provide further information or to amend the application or proposals” and replacing them with the following:–
“and may request the applicant–
(c)	to provide further information and proposals, including, without limitation, information and proposals relating to–
(i)	the acquisition by the State or its nominee of a Participating Interest in the Mining Project to which the proposals relate; and
(ii)	the transfer of some or all of the Participating Interest to the Company in accordance with the Option Agreement and other matters and transactions contemplated by the Option Agreement; or
(d)	to amend the application or proposals.”; and
(b)	by inserting after Subsection (1) the following new Subsection:–
“(1A) The Minister may require the Board, in assessing the application, to consider whether the proposals include proposals which provide for the performance of the transactions contemplated in the Option Agreement on the terms specified in the Option Agreement.”; and
(c)	by repealing Subsection (2) and replacing it with the following:–
“(1A) Where the Board considers that the applicant has reasonably satisfied the requirements of Subsections (1) and (1A) the Board shall recommend approval of the proposals.”.
19.	Duties of Registrar where preliminary examination shows that requirements have been met (Amendment of Section 103).
Section 103 of the Mining Act 1992 is amended by repealing Subparagraph (b)(ii) and replacing it with the following:–
(ii)	in the case of an application for the grant of a tenement in relation to a Mining Project, give written notice to the Company of the receipt of the application; and
(iii)	report in writing to the Board.”.”.
20.	New Section 103A.
The Mining Act 1992 is amended by inserting after Section 103 the following new section:–
“103A.	The Company may require further information.
“(1) At any time after receipt by the Company of a notice under Section 103(b)(ii), the Company may request the applicant to provide to the Company, or to allow the Company access to, such information concerning the application and the proposals for development as the Company may reasonably require for the purpose of determining whether it will exercise the Option under the Option Agreement in respect of the Mining Project to which the application relates.
“(1) On receipt of a request under Subsection (1), the applicant shall provide to the Company or allow the Company access to the information requested within such reasonable period as the Company may specify in its request on the condition that the Company–
(a)	pays the reasonable costs of the applicant incurred in providing or allowing the Company access to the information requested; and
(b)	subject to Subsection (3), keeps the information confidential on such terms and conditions as the applicant may reasonably require.
“(3) The Company shall be permitted to disclose the information referred to in Subsection (2) to–
(a)	such of its employees, officers or agents whose duties in connection with the exercise of the Option require the disclosure of the information; and
(b)	any adviser or other expert retained in connection with a proposal by the Company to exercise the Option,
“who undertake to keep the information confidential on such terms and conditions as the applicant may reasonably require.
“(4) A person who discloses the information referred to in Subsection (2) in contravention of the terms and conditions required by the applicant in accordance with Subsection (2)(b) or (3), is guilty of an offence.
“Penalty:	A fine not exceeding K10,000.00 or imprisonment for a term not exceeding four years, or both.”.
Division 3.
Amendment of Petroleum Act (Chapter 198)..
Note	The Petroleum Act was repealed by the Oil and Gas Act 1998.
21.	Interpretation (Amendment of Section 2).
Section 2(1) of the Petroleum Act (Chapter 198) is amended–
(a)	by inserting after the definition of “the Chief Inspector” the following new definition:–
‘the Company’ has the meaning given to it in the Mineral Resources Development Company Pty Limited (Privatisation) Act 1996;”; and
(b)	by inserting after the definition of “low water line” the following new definition:–
‘MRDC’ means Mineral Resources Development Company Pty Limited;”; and
(c)	by inserting after the definition of “offshore area” the following new definitions:–
‘Option’ has the meaning given to it in the Option Agreement;
‘Option Agreement’ has the meaning given to it in the Mineral Resources Development Company Pty Limited (Privatisation) Act 1996;
‘Participating Interest’ has the meaning given to it in the Option Agreement;”; and
(d)	by inserting after the definition of “petroleum pool” the following new definition:–
‘Petroleum Project’ means a project–
(a)	for the construction, development and operation of facilities for the recovery, production, transportation and sale of petroleum; and
(b)	specified or within a class specified in Schedule 1 to the Option Agreement;”.
22.	New Division III.3A.
The Petroleum Act (Chapter 198) is amended by inserting after Division III.3 the following new Division:–
Division IIIA.
Acquisition of State Interests.
“Acquisition of State Interests.
“(1) Notwithstanding any provision of any other Division or the terms of any agreement made by the State–
(a)	the State, MRDC and the Company shall each have the right to acquire and, as appropriate, transfer, a Participating Interest in a Petroleum Project in accordance with the Option Agreement; and
(b)	without limitation–
(i)	the conditions of any petroleum prospecting licence; and
(ii)	the terms of any agreement made by the State in relation to a petroleum prospecting licence; and
(iii)	the conditions of any petroleum development licence or pipeline licence granted in relation to a Petroleum Project,
“granted or made after the coming into operation of Parts II and III of the Mineral Resources Development Company Pty Limited (Privatisation) Act 1996 shall recognise and provide for the exercise of those rights.
“(2) The State shall, subject to and in accordance with the Option Agreement, nominate MRDC or the Company to acquire its Participating Interest referred to in Subsection (1).”.
23.	Application for Petroleum Development Licence (Amendment of Section 33).
Section 33(2) of the Petroleum Act (Chapter 198) is amended by adding the following new paragraph:–
(c)	such information and proposals, or information and proposals in addition to or by way of alteration to information and proposals already supplied, relating to–
(i)	the acquisition by the State or its nominee of a Participating Interest in the Petroleum Project in respect of which the application is made; and
(ii)	the transfer of some or all of the Participating Interest to the Company in accordance with the Option Agreement and other matters and transactions contemplated by the Option Agreement.”.
24.	New Section 33A.
The Petroleum Act (Chapter 198) is amended by inserting after Section 33 the following new section:–
“33A.	Notice of application to be provided to the Company, etc.
“(1) On receipt of an application under Section 32 or Section 48 in relation to a Petroleum Project, the Director or the Minister, as the case may be, shall give written notice to the Company of the receipt of the application.
“(2) At any time after receipt of a notice under Subsection (1), the Company may request the applicant to provide to the Company, or to allow the Company access to, such information concerning the application and the applicant’s proposals as the Company may reasonably require for the purpose of determining whether it will exercise its Option under the Option Agreement in respect of the Petroleum Project.
“(3) On receipt of a request under Subsection (2), the applicant shall provide to the Company or allow the Company access to the information requested within such reasonable period as the Company may specify in its request on the condition that the Company–
(a)	pays the reasonable costs of the applicant incurred in providing or allowing the Company access to the information requested; and
(b)	subject to Subsection (4), keeps the information confidential on such terms and conditions as the applicant may reasonably require.
“(4) The Company shall be permitted to disclose the information referred to in Subsection (2) to–
(a)	such of its employees, officers or agents whose duties in connection with the exercise of the Option require the disclosure of the information; and
(b)	any adviser or other expert retained in connection with a proposal by the Company to exercise the Option,
“who undertakes to keep the information confidential on such terms and conditions as the applicant may reasonably require.
“(5) A person who discloses the information referred to in Subsection (2) in contravention of the terms and conditions required by the applicant in accordance with Subsection (3)(b) or (4) is guilty of an offence.
“Penalty:	A fine not exceeding K10,000.00 or imprisonment for a term not exceeding four years or both.”.
25.	Notification of Grant of Petroleum Development Licence (Amendment of Section 34).
Section 34(1) of the Petroleum Act (Chapter 198) is amended in Paragraph (b), by repealing the word and figures “Section 31(2)” and replacing them with the following:–
“Sections 31(2) or 33(2)(c);”.
26.	Grant of Petroleum Development Licence (Amendment of Section 35).
Section 35 of the Petroleum Act (Chapter 198) is amended by adding the following new subsection:–
“(10) The Minister shall not grant a petroleum development licence under this section in relation to a Petroleum Project unless the Minister has first given to the Company written notice.”.
Division 4.
Amendment of Public Finances (Management) Act 1995..
27.	New Section 38A.
Part VII of the Public Finances (Management) Act 1995 is amended by inserting immediately before Section 39 the following new section:–
“38A.	Application of this Part.
This Part does not apply to transactions contemplated by the Option Agreement (as defined in the Mineral Resources Development Company Pty Limited (Privatisation) Act 1996).”.
PART IV. – REQUIREMENTS REGARDING COMPANY’S ARTICLES OF ASSOCIATION.
28.	Company’s Articles of Association to include certain provisions.
(1) The articles of association of the Company shall–
(a)	impose restrictions on the issue, transfer and ownership (including joint ownership) of shares in the Company so as to prevent a person from having relevant interests in shares in the Company that represent, in total, more than 15% of the total nominal amount of the issued share capital of the Company provided that, for the purposes of determining whether a person has a relevant interest in a share in the Company, the relevant interest of MRDC in shares in the Company shall be disregarded; and
(b)	confer the following powers on the directors of the Company to enable the directors to enforce the restrictions referred to in Paragraph (a):–
(i)	the power to do anything necessary to effect the transfer of shares held by a person;
(ii)	the power to remove or limit the right of a person to exercise voting rights attaching to the shares;
(iii)	the power to refuse to register a transfer of shares; and
(c)	require that the head office of the Company always be located in Papua New Guinea.
(2) A resolution or special resolution of the Company that purports–
(a)	to amend the articles of association so that they do not comply with Subsection (1); or
(b)	to ratify an act or omission that contravenes the requirements of Subsection (1),
shall have no effect.
PART IVA. – Application of provisions.
28A.	Termination of option agreement, etc.,.
Notwithstanding any other provision of this or any other Act, on the Termination Date – 
(a)	the Option Agreement terminates; and
(b)	the provisions of Part II of the Act cease to have any force or effect.
28B.	Amendments to various Acts.
On the Termination Date, the amendments to various Acts specified in Part II of this Act are repealed.
28C.	Repeal of Part IV.
On the Termination Date –
(a)	Part IV of this Act is repealed; and
(b)	any provision in the constitution of the Company giving effect to the provisions set out in Part IV are of no force or effect.
28D.	Managing Director, etc., of company.
On the Termination Date, any provision in the constitution of the Company requiring that the managing director or any other directors of the Company be a citizen of Papua New Guinea or ordinarily resident in Papua New Guinea is of no force or effect.
28E.	Validity of prior Act, etc.,.
Nothing in this Part IVA affects the validity of any matter or thing done under the Act prior to the Termination Date.
PART V. – MISCELLANEOUS.
29.	Effect of things done or allowed under this Act.
Nothing done or allowed under the Option Agreement or this Act–
(a)	constitutes a breach of, or default under, an Act or other law; or
(b)	constitutes a breach of, or default under, a contract, agreement, understanding or undertaking; or
(c)	constitutes a breach of a duty or confidence; or
(d)	constitutes a civil or criminal wrong; or
(e)	terminates an agreement or obligation, or fulfils any condition that allows a person to terminate an agreement or obligation, or gives rise to any other right or remedy.
30.	Power of Minister.
The Minister is empowered to execute all documents (including the Option Agreement and any agreement under Section 9) and exercise any discretion under this Act.
31.	Regulations.
The Head of State, acting on advice, may make regulations, not inconsistent with this Act, as are required or permitted to be prescribed or as are necessary or expedient to be prescribed for carrying out or giving effect to this Act.

SCHEDULE 1 – Option Agreement.
Sec. 2
Option Agreement 

Office of Legislative Counsel, PNG