What approvals do we need in DR Congo to buy 60% of a local mining company?

Dear Sir,

Thank you for your message. Your plan to acquire 60% of the shares in a mining company in the DRC is legally possible, but it is strictly governed by Congolese mining law, in particular by Law No. 18/001 of 9 March 2018 amending and supplementing the 2002 Mining Code, as well as by the Mining Regulations (Decree No. 18/024).

We set out below the main approvals, formalities and documents required.

I. MANDATORY APPROVALS (KEY POINT)

1. Prior authorisation from the State (Minister of Mines) Under Congolese law, any direct or indirect transfer of shares resulting in a change of control of a mining company requires prior authorisation from the State.

This applies specifically to your case (acquisition of 60%).

Without this authorisation, the transaction is void or unenforceable against the State.

2. Approval of the transfer of mining rights Even if you are purchasing the shares (and not the licence directly), Congolese law considers a change of control to be equivalent to an indirect transfer. Therefore, your application must be submitted to the Mining Registry (CAMI), which will have it technically reviewed by the Directorate of Mines to prepare a final decision by the Minister of Mines.

3. Compliance with Congolese ownership requirements The Mining Code stipulates: A minimum of 10% of the capital held by Congolese nationals A 10% free shareholding by the State in the mining company Social obligations (including worker participation).

II. PROCESS AND TIMELINE

1. Key stages: - Legal and technical due diligence - Signing of the SPA (conditional) - Submission of the application to CAMI - Technical review (Mines Directorate) - Minister’s decision

2. Indicative timelines:

- Technical analysis: 20 working days

- Ministerial decision: 10 days However,

in practice in the DRC, this timeframe can realistically range from 2 to 4 months (depending on complexity and administrative interactions).

III. COSTS AND TAXES

Regarding costs (fees payable):

1. Transfer tax: The Mining Code stipulates: 1% of the sale price.

2. Other costs: administrative fees, legal fees and compliance costs.

In conclusion, the acquisition of a 60% stake in a mining company in the DRC is legally feasible, but it requires prior authorisation from the Minister of Mines, scrutiny by CAMI, compliance with local participation rules and thorough due diligence.

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