As part of formal discussions with the Congolese authorities: KOBOLD METALS invited to consult without delay COMINIERE SA, the legitimate holder of the mining titles, and the Mining Cadastre
The Government of the Democratic Republic of Congo (DRC) has been sufficiently informed, through the press and public communications published on social networks, on May 6, 2025, of the signing of a preliminary agreement between KoBold Metals Company and AVZ Minerals Ltd., aimed at acquiring the latter's commercial interests in the Manono lithium deposit development project. This recent development has obliged the Congolese authorities, through the Ministry of Mines, to recall the obligation to strictly comply with Congolese laws in this area, in particular the following legal and institutional provisions on the Competent Authority, the mandatory consent of the State, the role of Congolaise d'exploitation minière (COMINIERE SA), the right of pre-emption, respect for good governance and transparency, the role of the Mining Cadastre (CAMI) and compliance with DRC-USA bilateral commitments.
Competent authority
Pursuant to Article 8 of the Congolese Mining Code (Law No. 007/2002 as amended and supplemented by Law No. 18/001 of March 9, 2018), the Minister of Mines is the competent authority for the examination, granting, modification, renewal, transfer, or withdrawal of mining and quarry rights. From concordant sources and after cross-checking information, Geopolis Hebdo has learned that to date, the Ministry of Mines has not received any notification or solicitation from KoBold Metals or any other investor in connection with the aforementioned agreements.
Mandatory State Consent
Under Article 78 of the Mining Code, any change in the shareholding of a mining rights holder, particularly in the context of a joint venture involving the State, requires the prior consent of the competent authority. In this case, the Congolese State is a shareholder in the entities concerned, and its consent is essential.
Role of COMINIERE SA, legitimate interlocutor
COMINIÈRE SA, a majority-public company with the National Social Security Fund (CNSS) and the Ministry of Portfolio holding 90% and 10% respectively, is and remains the holder of the mining titles relating to the Manono lithium deposit located in the province of Tanganyika and its surrounding areas. According to the law, COMINIÈRE SA is the sole legitimate interlocutor for any approach concerning the exploitation of its mineral resources. Under the principle of permanent sovereignty over natural resources (UN General Assembly Resolution 1803), any private initiative that fails to consult COMINIÈRE SA and national institutions constitutes unacceptable interference in the sovereign affairs of the DRC.
Right of pre-emption
Under OHADA common law on commercial companies (Uniform Act relating to the law of commercial companies and economic interest groups), in particular Article 765, the partners of a company have a right of pre-emption in the event of a transfer of shares. "This right must be exercised before any external transfer, which was not respected in this case," according to a source close to the case.
Good governance and transparency
Regarding good governance and transparency, the Congolese Mining Code requires transparent and accountable procedures, in compliance with the law. The conclusion of a repurchase agreement with a company (Editor's note: AVZ Minerals) currently involved in arbitration proceedings against the DRC and COMINIERE SA constitutes a serious breach of the principle of contractual good faith, enshrined in Article 1134 of the Congolese Civil Code, applicable through OHADA law.
Role of the Mining Cadastre not to be ignored
The Mining Registry is the gateway, the obligatory passage for any company wishing to invest in the mining sector in the DRC. Interested parties must consult the CAMI, the technical body responsible for managing the mining sector, to verify the legal and administrative status of the titles they are seeking.
Respect for bilateral commitments between the DRC and the USA
The DRC Government, through the Ministry of Mines, must remind KoBold Metals that the DRC and the United States of America, bound by a long-standing economic partnership, are engaged in a strategic dialogue aimed at strengthening this economic partnership around equitable cooperation that respects the institutions and laws of each country. Any American company operating in the DRC is required to observe the principles that guide the DRC-United States of America economic partnership, namely respect for the sovereignty of each party, transparency, and good governance.
Indeed, the partnership between the Democratic Republic of Congo (DRC) and the United States began in 1960, after the DRC gained independence from Belgium. The United States established diplomatic relations with the DRC at that time. Over the years, this partnership has grown through various agreements and initiatives, including development assistance, trade, investment, and the fight against polio: 1) Trade and Investment Agreements:
The United States and the DRC signed a bilateral investment treaty in 1984, which entered into force in 1989. The DRC is also part of the Common Market for Eastern and Southern Africa (COMESA), with which the United States has signed a framework agreement on trade and investment; 2) Development Assistance: The United States provides assistance to the DRC in various areas, including the fight against polio and the promotion of responsible and sustainable mining practices; 3) Privileged Partnership: In 2019, the United States and the DRC launched the "Privileged Partnership for Peace and Prosperity" aimed at strengthening democratic institutions, improving respect for human rights, and promoting peace in eastern DRC; 4) Mineral Partnerships: The United States is in discussions with the DRC to establish partnerships on rare minerals, including cobalt and lithium, in exchange for security assistance.
In view of the above, KoBold Metals is invited by the competent Congolese authorities to: 1) Suspend all steps, carried out outside the legal framework, relating to the purchase of AVZ's interests; 2) Initiate formal discussions with the competent Congolese authorities, and finally; 3) Consult without delay COMINIÈRE, the legitimate holder of the mining titles, as well as the Mining Cadastre (CAMI).
With this injunction, which serves as a reminder, the DRC Government reaffirms that it remains open to any foreign investment that complies with the legislation, in particular the Congolese Mining Code and the rules of international and community law (OHADA) applicable in the DRC. Any company wishing to participate in the development of the mining sector in the DRC is welcome, as long as it respects national institutions and advances the interests of the Congolese people.
In its response to the letter, KoBold Metals, which is eyeing AVZ Minerals' commercial interests in the Manono lithium deposit, has fully committed, since May 12, to respecting the laws, regulations and economic sovereignty of the DRC over its soil and subsoil, including the rights to be acquired in the near future.
