Brazil: 2026 Mining Guide

Introduction

Brazil is widely known as a major player in the global mining and metals industry, with an incredible range of natural resources and geo-diversity. From green field mineral exploration to world-class mineral deposits, foreign investors can find several interesting investment opportunities in Brazil that, combined with a strong domestic market, extremely qualified mining professionals and suppliers, abundant water and clean energy, makes Brazil one of the most attractive jurisdictions in the world to invest in for the global mining and metals industry.

In fact, according to World Mining Data 2026^{1World Mining Data 2026. Federal Ministry of Agriculture, Regions and Tourism of Austria, 2026. Access the PDF}, Brazil is the only Latin American country to rank within the top 10 largest producers of mineral fuels, iron, ferrous and non-ferrous metals, precious metals and industrial minerals. It is the 10th largest producer in the world, coming in between Iran and South Africa. Brazil is constantly improving its business and regulatory environment to further attract foreign investments in this industry which is so important to the Brazilian economy.

table_chart Total minerals production in 2024, by country (in metric tonnes)^{2According to the most recent data available for 2024. World Mining Data 2026. Federal Ministry of Agriculture, Regions and Tourism of Austria, 2026. Access the PDF}

In 2017, Brazil transformed the National Department of Mineral Production (DNPM) into the National Mining Agency (ANM), a more politically independent entity. ANM regulates, supervises, and promotes an investor-friendly mining environment by simplifying regulations and improving transparency.

This transformation improved the regulator's response time and led to over 57,000 areas becoming available in the agency's portfolio. ANM has conducted eight offering rounds, collecting US$ 23 million^{2Leilão de áreas para mineração arrecada R$ 121 milhões. Agência Brasil, 2021. Access} in the fifth round alone. As stated by the Director-General of the ANM, the Agency intends to conduct another offerings round later this year, in partnership with B3, the Brazilian stock Exchange. The dates have not yet been officially confirmed yet.^{3ANM planeja leilão de áreas ainda em 2026 mesmo com corte no orçamento. Access} As of July 2026, ANM's portfolio contained approximately 61,450 areas available for mining players.^{4Rodadas de Disponibilidade. Dashboard. Access}

Interest from mining players in these areas have been growing since the first round. ANM collected around US$ 355 million with the first five rounds, demonstrating significant investment opportunities.

According to the Secretary of Partnerships in Energy, Oil, Gas and Mining of the Special Secretariat of the Investment Partnerships Program, these data depict the significant interest of economic agents in new investment opportunities in mining.^{5Concluído Leilão Eletrônico da 3ª Rodada de Disponibilidade de Áreas da ANM, com R$ 64 milhões em receita para União - Casa Civil. Access the PDF} This will certainly result in an increase in Brazilian mineral resources and reserves and, therefore, in mineral production. Additionally, an increase can be expected in the range of jobs and socioeconomic development for the country.

The recent changes in the Brazilian mining regulations, along with ANM's enthusiasm for promoting a business-friendly environment with increasing legal certainty is helping to foster investments in the Brazilian mining industry.

The Brazilian Mining Institute (IBRAM)^{6Setor Mineral 2025 - IBRAM. Accessed: June 16, 2025.} published the results of Brazilian mining production in recent years, clearly demonstrating the sector's resilience.

The Brazilian mining and metals industry showed strong resilience, positive results and growth during the past few years. There are significant investment opportunities available and a backlog of mining investments.

With an area of over 8.5 million km² and the granting of 8,472 exploration permits in 2025^{7 Mineração em Número. Agência Nacional de Mineração - ANM. Access.}, it is clear that Brazil has the geological potential to become an even greater player in the global mining and metals industry.

Brazil represents approximately one-third of Latin America in terms of population, territory, economy, and other key metrics. Brazil continues to be the largest economy in Latin America^{8 The World Bank. GDP (current US$) - Latin America & Caribbean, Colombia, Chile, Mexico, Peru.Access}. According to the International Monetary Fund - IMF^{9International Monetary Fund. Access the PDF.}, the Brazilian gross domestic product (GDP - current prices) in the last years demonstrated a growth:

Due to its abundant natural resources, Brazil's economy is especially active in the agricultural, food, mining, steel, clean energy, and oil and gas industries, and serves as an emerging technology hub in the region, functioning as a gateway to Latin America for international companies.

Brazil's mineral endowment is a defining structural advantage for the country's positioning in the global energy transition. The country holds reserves that vastly exceed its projected domestic demand for critical minerals through 2050: nickel reserves are estimated at 128 times the accumulated projected demand, graphite at 43 times, and copper at 19 times^{10O papel do Brasil na Agenda Global de Minerais Críticos e Estratégicos: demanda projetada e contribuição possível do Brasil na transição energética. Relatório Técnico. CEBRI, 2025.Access}. Brazil also holds global leadership in niobium (concentrated in Araxá/MG and Catalão/GO, with resources equivalent to approximately 3.17 million tonnes of Nb2O5), together with substantial graphite reserves in the Bahia-Minas and Ceará provinces (approximately 105 million tonnes of contained graphitic carbon), rare earth element resources led by the pioneering ion-adsorption clay operation in Serra Verde/GO (approximately 5.5 million tonnes of total rare earth oxides across reported projects), and iron ore resources concentrated in Carajás/PA and the Iron Quadrangle/MG (approximately 21,220 million tonnes of contained iron).^{11O papel do Brasil na Agenda Global de Minerais Críticos e Estratégicos: demanda projetada e contribuição possível do Brasil na transição energética. Relatório Técnico. CEBRI, 2025.Access}

The central challenge for Brazil is not the availability of mineral resources, but the country's capacity to convert that geological potential into higher value-added production, advancing beyond extraction into midstream and downstream processing stages. Complementing this diagnosis, a technical study published by IBRAM in 2025^{12Minerais Críticos e Estratégicos no Brasil: um passaporte para o futuro. IBRAM, 2025.Access} highlights that Brazil's competitive position is reinforced by its clean energy matrix, with more than 90% of its electricity supply derived from renewable sources, at a cost estimated to be approximately 50% lower than that of other countries, combined with institutional stability, comparatively low geopolitical risk, and broad territorial distribution of both mineral reserves and clean energy sources. These factors position Brazil as a prime destination for energy-intensive industrial value chains linked to critical and strategic minerals, a competitive dynamic increasingly referred to as 'powershoring.

Recognizing this potential, the Brazilian government instituted the Policy to Support the Environmental Licensing for Strategic Minerals Projects "Pro Strategic Minerals", through Decree no. 10.657/2021, aiming to create a supportive environment around those who seek to implement projects of strategic minerals for the development of the country. It organized strategic minerals into 3 groups:

Therefore, the Secretariat of Geology, Mining and Mineral Transformation of MME, published the Resolution no. 2/2021, listing the minerals considered strategic for the country following the Policy criteria. Minerals with high dependence on imports, such as sulfur, phosphate and potassium stood out.

As a result of the war in Ukraine, several countries have imposed economic restrictions on Russia, which affected Brazilian imports of fertilizers. Brazil ranks as the fourth largest global consumer of fertilizers and second largest consumer of potassium. Around 91% of the potassium used in the sector come from imports, with Russia being one of the main suppliers.^{13Dependência de fertilizantes russos deixa Brasil vulnerável a mais taxações dos EUA. Access.} In due course, the government also released the National Fertilizer Plan, in partnership with the private sector, to reduce Brazil's dependence on fertilizer imports, increasing national production.

More recently, the Brazilian Congress has been reviewing Bill No. 2,780/2024, which proposes the creation of a National Policy on Critical and Strategic Minerals (Política Nacional de Minerais Críticos e Estratégicos – PNMCE). The bill responds to the growing global demand for minerals essential to the energy transition and builds on the regulatory instruments that preceded it. Notably, technical studies on the subject draw a conceptual distinction between 'critical' minerals, those subject to import dependency, supply disruption risk, or global reserve scarcity, and 'strategic' minerals, understood as those in which Brazil holds significant reserves, production potential, and relevance to technologically and commercially important sectors at the domestic level. Under this framework, most Brazilian minerals of interest for the energy transition, such as niobium, graphite, iron, aluminum and rare earth elements, are classified as predominantly strategic rather than critical. If enacted, the PNMCE is expected to modernize and consolidate the regulatory framework applicable to critical and strategic minerals, potentially superseding or complementing the current Pro Strategic Minerals framework and the MME's 2021 strategic minerals list.

public Distribution of global rare earth element (REE) resources

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China (48.4%)

Vietnam (3.9%)

South Africa (0.9%)

Brazil (23.1%)

United States (2.1%)

Thailand (0.005%)

India (7.6%)

Greenland (1.7%)

Australia (6.3%)

Tanzania (1.0%)

Russia (4.2%)

Canada (0.9%)

Source: CETEM, 2025.^{14O papel do Brasil na Agenda Global de Minerais Críticos e Estratégicos: demanda projetada e contribuição possível do Brasil na transição energética. Relatório Técnico. CEBRI, 2025. Access.}.

Regarding potassium, a survey carried out by the Federal University of Minas Gerais^{15Reservas nacionais podem garantir Potássio até 2100, diz pesquisa, Minera Brasil, 2022. Access the PDF.} concluded that the country has potassium reserves with the potential to sustain agriculture until the year 2100. This demonstrates the significant potential of the potassium value chain.

In a similar context, also aiming to better position itself in the market for strategic minerals for the energy transition, the Brazilian government enacted the Federal Decree No. 11,120 in 2022, which eased the export of lithium ores and their derivatives.

Given lithium's status as a strategic mineral, this change is of great interest to the country as it promotes competitiveness in the global market, increases investment attractiveness for our mining industry, and brings other domestic benefits such as job creation, royalty collection, and the development of the battery sector.

Minas Gerais Government forecasts that, by 2030, the Jequitinhonha Valley region, which contains most of the known mineral reserves of lithium, will receive investments exceeding R$20 billion.^{16Brasil Mineral. 2024. Access.}

Legal framework and foreign investments in Brazil

LEGAL FRAMEWORK

Brazil is a Federal Republic comprising 26 states, the Federal District (Brasília, founded in 1960), and 5,569 municipalities. Each state has the authority to adopt its own regulations and laws, primarily concerning local taxation and administrative matters, although their legislative autonomy is limited by principles and rules established in the Federal Constitution. Municipalities operate under restricted autonomy, and their legislation must comply with both State and Federal Constitutions.

As a civil law jurisdiction, Brazil's judiciary is organized into federal and state branches. Court decisions are based on applicable Brazilian laws, most of which are federal. Where no specific legal provisions exist, courts decide cases based on analogy, usage and custom, and general principles of law. Judicial precedent plays a key role in court decisions but does not have the same binding status as in common law jurisdictions.

The Brazilian legal system includes comprehensive judicial review of administrative actions, whereby the Judiciary holds exclusive authority to render definitive decisions on administrative matters. This ensures that all administrative decisions may be challenged and appealed to judicial courts, providing an important check on administrative power.

Mining activities in Brazil are governed primarily by federal legislation, including the Brazilian Mining Code and, from a foreign investment perspective, the Foreign Investment Rules and Regulations. This federal framework is supplemented by additional federal, state, and municipal legislation addressing taxation, environmental protection, and administrative procedures.

Mining projects in Brazil may adopt various legal structures to meet specific project or investment requirements. However, the exploitation of mineral resources may only be conducted by Brazilian nationals or entities incorporated under Brazilian law, though such entities may be foreign-controlled.^{17Article 176 of the Brazilian Constitution.}

Given that mining is considered a matter of national policy, Brazilian legislation imposes special restrictions on mining activities within border zones. Mining companies operating within 150 km of the Brazilian border must comply with specific requirements:

In addition, prospecting, mining, and reprocessing of nuclear ores constitutes a government monopoly. In this context, Law No. 14,514/2022 recently established a new legal framework for nuclear mineral exploration, allowing private entities to enter partnerships with Indústrias Nucleares do Brasil S.A. (INB) - the state-owned company responsible for nuclear mineral activities. These partnerships may take various contractual forms, enabling private participation in the exploration, mining, processing, and commercialization of nuclear minerals under INB's oversight. This framework introduces operational flexibility while preserving the Union's exclusive constitutional control over strategic nuclear materials.

Furthermore, several tax benefits are available exclusively to foreign investors, including tax exemptions and reduced rates for income taxes.^{18For example, the Brazilian non-resident investor framework (CMN/CVM Joint Resolution No. 13/2024), which provides a zero withholding tax rate on capital gains from stock exchange transactions for investors not domiciled in tax-haven jurisdictions. Also, we point out the FIP (Private Equity Fund), which has a tax exemption for income paid to foreign investors, if the foreign investor is not resident or domiciled in a tax haven and the FIP has (i) raised funds from one or more investors for investment in assets; (ii) professional and discretionary management; and (iii) strategies for investor returns defined in its regulations. Specific benefits such as SUDENE, SUDAN and REID may also be available depending on the business sector and location of the investment in Brazil.}

FOREIGN INVESTMENTS IN BRAZIL

According to the Direct Investment Report of the Brazilian Central Bank^{19Relatório de Investimento Direto 2024. Banco Central do Brasil. Access.}, by the end of 2024, the Direct Investment Position (DIP), representing the passive position of direct investment, reached US$1.1 trillion.

According to the latest data released, Brazil ranked 4th in the 2025 Kearney FDI Confidence Index as one of the emerging markets likely to attract significant investment over the next years.^{20A.T. Kearney. The 2025 Foreign Direct Investment Confidence Index. Access.} The Brazilian mining sector is projected to receive US$ 68.4 billion in investments by 2029.^{21"Brasmin 2025 deve gerar mais de 1 bilhão em negócios" IBRAM, 2025. Access.}

Foreign investments in Brazil are regulated by Law No. 4,131, as amended by Law No. 14,286 (the "Foreign Capital Law"),^{22Law no. 4,131/1962, which was regulated and amended by Law no. 4,390/1964, Decree no. 55,762/1965, Decree-Law no. 37/1966, Decree-Law no. 94/1966, Law no. 8,383/1991, Law no. 8,685/1993, Law no. 9,069/1995 and Decree-Law no. 2,073/1983 (Lei N° 4.131, Brasil, 3 de setembro de 1962, Palácio do Planalto. Access.} which requires registration with the Central Bank^{23The registration of foreign capital with the Central Bank of Brazil (Banco Central do Brasil or BACEN) is provided for by Law 4,131/1962 and Law 4,390/1964, which guarantees equal treatment of foreign and national capital (Ibid; Lei no. 4,390, Brasil 29 August 1964, Palácio do Planalto. Access.} to ensure foreign remittance of profits and/or interest on equity, repatriation of foreign capital invested in Brazil, and reinvestment. Foreign capital may take the form of cash, goods, services, or intangibles, with cash investments being the most common form of initial investment.^{24A foreign creditor can convert into foreign investment the amounts due by Brazilian companies which can then be remitted abroad according to Brazilian laws. The profits and/or interest on equity payable to the foreign investor may also be reinvested in the same Brazilian company or in a third Brazilian company.}

Under the Foreign Capital Law, foreign capital includes any goods, values, rights, and assets of any nature held in national territory by non-residents, as well as any funds brought into Brazil for use in economic activities or owned by individuals or companies residing or headquartered abroad.

Profit remittances to non-resident foreign investors must comply with Central Bank requirements. The Central Bank regulates and monitors Brazilian capital abroad and foreign capital in the country, including their flows and stock.^{25Law No. 14.286, article 10.}

Capital market investments by non-resident individuals or legal entities are subject to registration with both the Brazilian Central Bank and the Brazilian Securities Commission (CVM).^{26Non-resident investors (individuals or legal entities) may invest their funds in the same financial and capital market instruments and operational modalities available to resident investors. See CVM Resolution 13/20, Joint Resolution BCB/CMN No. 13/24. For additional information please see generally ANBIMA, "Non-Resident Investors Guide" ANBIMA (July 2016). Access.}

The Brazilian mineral exploration and mining industry

Mining activities form the foundation of the production chain, providing materials required to build, maintain, and improve infrastructure and objects used in everyday life. Following a geological discovery, comprehensive studies and assessments must be conducted to evaluate the economic potential of the discovery, its social and environmental impacts, and the necessary logistics and infrastructure before developing and operating a mine.

These studies and assessments may lead to the completion of a definitive feasibility study, construction and operation of a mine, and, finally, to its closure. Each phase presents technical, economic, and social challenges requiring substantial investment to transform a geological discovery into mineral production.

Multiple stakeholders participate in each phase: explorers or miners, neighboring communities, governmental and supranational authorities, national and international institutions and associations, financial institutions, logistics operators, and buyers or consumers. This section provides a general overview of the Brazilian mineral exploration and mining regulatory framework.

Brazil, recognized for its rich natural resources and as Latin America's largest economy, possesses extensive mineral deposits and provides a favorable environment for foreign investment, particularly in mining. The Brazilian Constitution designates mining as a national policy matter that must be conducted in the national interest. The federal government has jurisdiction to control, regulate, and grant rights to explore and exploit Brazil's mineral resources.^{27The Brazilian Federal Constitution of 1988 states that the "mineral deposits, under exploitation or not, and other mineral resources and the hydraulic energy potentials form, for the purpose of exploitation or use, a property separate from that of the soil and belong to the Union, the concessionaire being guaranteed the ownership of the mined product". Constitution of Brazil, art. 176.} The Brazilian Constitution establishes that all mineral resources are owned by the federal government and are distinct from land ownership.

The subsoil and soil are subject to distinct legal treatment. The holder of a mineral exploration license or mining concession has the right to conduct mineral exploration or mining activities even where disputes exist with the landowner. Under Brazilian law, the mining rights holder has guaranteed access to the area covered by the title, provided the landowner receives compensation for its use.^{28Brazilian Mining Code. Please note that generally the compensation payable by the mining rights owner to the landowner for the use of its land is half of the royalty payable to the Brazilian Government, plus compensation for any damage and loss caused or that may be caused as a result of such activities, including the payment of rent for the occupation of the area.}

The constitutional system governing mineral deposits and mining regulations in Brazil establishes a legal framework that protects the mining company (which invested resources to discover the mineral deposit), the state, citizens, local communities, the environment, and the landowner. Despite government ownership of the resources, the mining product belongs to the mining rights holder.

As mining is treated under Brazilian law as a national policy matter, the federal government holds exclusive regulatory authority over the sector through a system of authorizations, concessions, licenses, and permits established in the Brazilian Mining Code, and its Regulatory Decree (Decree No. 9,406/2018).^{29Decree-Law no. 227/1967.}

State and municipal governments have supplementary authority to regulate certain mining aspects, including environmental and zoning matters, and other aspects related to planning, implementation, operation, safety, taxation, and decommissioning of tailings dams.

The Brazilian Ministry of Mines and Energy ("MME") exercises regulatory control over the exploration and mining industry in Brazil. The MME is responsible for regulating, granting, monitoring, overseeing, and sanctioning activities within the mineral exploration and mining industry. These responsibilities are exercised through the ANM, a special independent federal agency under the MME, whose administrative and financial independence was established with the modernization of the Brazilian Mining Code in 2017.^{3027 Law no. 13.575/2017 created the ANM and Decree no. 9.587/2018 installed ANM.}

In addition to the Constitution and the Mining Code and its Regulatory Decree, the main federal legislation governing exploration and mining activities in Brazil includes:

In addition to these main federal laws, extensive administrative rules, ordinances, and regulations exist, primarily issued by the ANM (and its predecessor DNPM) and the MME. Main regulations include:

A meaningful change for the mining sector was the enactment of Law No. 13,874/2019, the "Economic Freedom Law." This law established that in specified situations, after a period without formal response from the government entity, certain applications and requests are considered tacitly (automatically) approved.

Although ANM Resolution No. 22/2020, which listed several procedures subject to tacit approval, was later revoked in 2023 by ANM Resolution No. 141, the amendment of the Mining Code Regulation reaffirmed this principle by providing for tacit approval of requests for the reuse of tailings, waste rock, and mining residues (Art. 10, §§ 4-5). This measure reflects the original 2019 intention to reduce bureaucratic barriers in Brazil, although tacit approval within the mining sector remains a rather timid and limited movement.

As of December 2021, significant economic aspects of mining were regulated by ANM through three Resolutions that entered into force.

Resolution ANM No. 85/2021 regulated the exploitation of mining tailings and waste. Its entry into force resulted from efforts by ANM and stakeholders to develop solutions for sustainable management of tailings and waste.

The matter was surrounded by legal uncertainty due to reasonable doubts concerning the rights to reuse such material. Given that mining activity is expensive, the regulation provided necessary direction to the sector for sustainable material management solutions.

Two main aspects of the Resolution merit highlighting: first, the linkage between waste and the mine where it was generated, even when deposited outside its polygon; and second, no new mining right is necessary to exploit such material. However, the title holder must fulfill specific requirements to exploit under this system. Non-compliance subjects the exploitation to regular legal regimes for mining.

In December 2024, Resolution No. 189/2024 amended Resolution No. 85/2021, establishing new procedures for utilizing tailings and waste rock, particularly for materials deposited outside the concession area.

This adjustment stems from CS/ANM Vote 456/2024, adopted at the 30th Extraordinary Public Meeting of the Collegiate Directorate on November 22, 2024, which established clear understanding regarding timelines and ownership of waste and tailings from mining operations.

This amendment resulted from ANM's Collegiate Directorate decision (CS/ANM Vote 456/2024) adopted on November 22, 2024, which established four distinct regulatory periods for tailings and waste ownership:

These amendments are subject to immediate implementation in pending cases, potentially raising questions regarding legal viability and responsibilities for tailings use. IBRAM has challenged the regulation in court, seeking its annulment and restoration of the original regulatory text.

Resolution ANM No. 90/2021 established cases in which mining rights may be offered as collateral for financing operations and the requirements and conditions for assigning these titles. The regulation authorized use as a collateral of mining concessions and mining claims. In both cases, the encumbrance must be requested from ANM with the financing agreement in which the mining right was granted as collateral.

The regulation establishes titleholder duties during the encumbrance term and conditions for discharge. This represents progress toward legal certainty and an investor-friendly environment.

Due to ANM's previous understanding that only mining concessions could serve as collateral, the Mining Code was amended in 2022 to allow all legal regimes of mining rights to serve as collateral for financing transactions. The encumbrance may be created through pledge or other contractual arrangements agreed upon by parties and accepted by ANM regulation, considering transaction specifics.

Although ANM Resolution 90/2021 does not establish procedures for encumbering mining rights other than mining concessions, the recent Mining Code amendment eliminates doubt that such encumbrance is possible.

Current regulations provide that security over mining claims ("manifestos de mina") must be granted through public deed or instrument, whereas security over mining concessions ("concessão de lavra") may be created through private instruments. The lien must then be registered with ANM through an online procedure.

The collateral agreement must disclose the names of secured creditors, debtors, and collateral providers; the secured transaction amount, interest rate, and payment terms; the mineral right offered as collateral; and the financing operation purpose. Current regulations allow secured creditors to request financial and operational information from ANM regarding mining rights offered as collateral.

Upon enforcement of the collateral interest, the secured creditor must sell the mining rights to a third party through public or private sale. The sale must be reported to ANM, and its effects are conditioned upon ANM's consent. The new mining rights owner must (i) be a company headquartered in Brazil and (ii) assume the legal position of the previous holder (the original collateral provider), including responsibility for debts relating to the period prior to foreclosure (however, the previous owner remains jointly and severally liable for those debts). Parties may contractually agree on redress rights, which are not enforceable against third parties, including ANM.

In 2022, ANM implemented additional changes through Resolutions ANM no. 94, 95, 102 and 122.

Resolution ANM No. 94/2022 regulated the Brazilian System of Resources and Reserves. Published on February 7, 2022, it entered into force on August 7. The regulation enhances legal certainty and transparency regarding publication of mining exploration results. Combined with mining rights collateral regulation, it serves as a tool to strengthen the Brazilian mining sector.

Resolution ANM No. 95/2022 consolidated dam safety standards, unified normative acts related to the matter and revoked prior regulations. The Resolution incorporated innovations from Federal Law No. 14,066/2020, as discussed later in this guide. The Resolution introduced significant changes regarding automatic classification of mining dams in emergency situations, primarily to regulate dams through effective safety measures by owners. Provisions for embargoes, suspension, and interdiction are also included.

Recently, Resolution ANM No. 220/2025 was published and will, starting August 2, 2027, entirely replace Resolution ANM No. 95/2022, bringing important new provisions for the regulation of dam and pile safety.

Law No. 14,514/2022, published in December 2022, amended the Mining Code to allow mining rights, regardless of phase, to be encumbered and offered as collateral by their holders, which is expected to encourage and facilitate sector financing.

Another important change introduced by Law No. 14,514 concerns the possibility for entrepreneurs to declare their commitment to seek financing necessary for compliance with the Economic Operational Plan (Plano de Aproveitamento Econômico - PAE) and mine operation, as an alternative to immediately proving fund availability, as previously required by Article 38, VII of the Mining Code (Decree-Law 227/1967).

In 2023, Resolution ANM No. 129 was promulgated to prevent money laundering, terrorism financing, and proliferation of weapons of mass destruction. The regulation's primary objective was introducing new tools enabling ANM and other regulatory bodies to exercise effective control in combating laundering of gemstones and precious metals, preventing illicit activities in the mining sector.

Despite the Resolution's publication only in 2023, ANM had already been actively engaged in promoting various projects to combat illegal mining and associated crimes.

The Federal Government has adopted measures to restrict trade of gold from illegal mines to deter such activities. One measure under government consideration is requiring gold transportation to always be accompanied by electronic invoices, facilitating metal traceability and origin identification. Currently, the law only mandates traditional invoices and copies of mining authorization titles.

Another significant regulation enacted in 2024 was Resolution ANM No. 155/2024, governing installments for paying ANM debts. This regulation updated previous debt installment rules under ANM and aims to reduce judicial enforcement needs while assisting miners in debt settlement.

On November 4, 2024, Resolutions No. 187/2024 and 188/2024 updated ANM's crisis and risk management policies. Resolution No. 187/2024 introduces a Crisis Management Policy emphasizing strategic decision-making, public trust, and a structured Crisis Management Plan with protocols for mining accidents, regulatory failures, safety issues, cyber incidents, and other crises.

Resolution No. 188/2024 revised ANM's Corporate Risk Management Policy, expanding risk categories to include strategic, regulatory, and socio-environmental risks and integrating risk management with strategic planning.

Resolution No. 211/2025 amended ANM's bylaws and reshaped Governance. The reform limited Regional Managers to administrative roles, centralizing technical and decision-making functions at ANM headquarters to promote nationwide consistency. A key innovation is the creation of the Division of Critical and Strategic Minerals, reflecting the growing importance of critical minerals for Brazil's economic and technological sovereignty and aligning ANM with international guidelines.

Lastly, two important resolutions were published in October 2025: Resolution ANM No. 220/2025, which will enter into force on August 2, 2027, and replaces Resolution ANM No. 95/2022 regulating mining dam safety; and Resolution ANM No. 223/2025, which substitutes the previous regulation regarding procedures for determining infractions, sanctions, and fine amounts imposed for non-compliance with mineral legislation obligations.

Mining Rights Acquisition Process

The structured pathway from exploration to formal extraction operations:

Before conducting mineral exploration or mining activities in Brazil, it is necessary to first obtain an exploration license, followed by a mining concession from the Brazilian government, represented by the ANM. To this end, an exploration license application or a mining concession application must be filed with the agency, which will evaluate if the application fulfils the necessary legal and technical requirements.

An exploration license ("Alvará de Autorização de Pesquisa") regulates the stage of mineral exploration activities. Exploration licenses are granted for a period of up to four years and may be extended by the ANM at its sole discretion, if requested by the holder. The extension of the original term of the exploration license must be requested by the holder at least 60 days prior to its expiration.

FINAL EXPLORATION REPORT (RFP) OUTCOMES

Once the Final Exploration Report is submitted, the ANM will analyze the findings. There are four possible outcomes based on the report's conclusions:

There is a penalty if the holder of the exploration license does not file the Final Mineral Exploration Report, as foreseen in Regulation 223/2025, and the area will also be submitted to the availability procedure, according to the Mining Code Regulation.

The holder must conduct all exploration activities necessary to determine the existence and extent of a mineral deposit and define the technical and economic feasibility to explore said deposit. The exploration license can be assigned to a third party if the assignee fulfils the legal requirements of the original authorization and is approved by ANM.

The mining concession ("concessão de lavra") is applicable to and regulates the exploitation stage. Following approval of the Final Mineral Exploration Report, the holder of the exploration license has the exclusive right to apply for the mining concession, which must be exercised or negotiated within one year and may be extended for a further year at ANM's sole discretion. The mining concession is granted for an indefinite period.

The granting of a mining concession is subject to the fulfilment of the following conditions, but not limited to: (a) exploring the area, (b) obtaining an approved Final Mineral Exploration Report and (c) ensuring that the area will be adapted to the technical and economic conditions necessary for conducting the mining operations and related works, in accordance with what was established under the Economic Operational Plan (Plano de Aproveitamento Econômico, the "PAE") related to the concession.^{31Essentially, the two reports may be seen as a feasibility study.} The PAE must be submitted by the holder together with its application for the mining concession.^{32The PAE must contain a detailed description of the project and all technical and economic information defined by article 39 of the Mineral Code (Decreto-lei n° 227/67, Brasil 28 February 1967, Planalto. Access.}

An application for a mining concession includes the PAE, which contains a mining operational plan and an economic feasibility analysis, which may be prepared by the applicant. While ANM may request additional information, the main information required is as follows:

After a mining concession is published in the official gazette, the mining company has six months to start the preparatory work for commencing mining activities, as established in the PAE. Once mining has commenced, it cannot be interrupted for a period of six consecutive months. The mining company must file detailed annual mining reports with ANM. To exploit the mine, an operating license from the applicable environmental authority(ies) must also be obtained.

Throughout this process, the surface rights remain in the hands of the landowners, who can also be the owner of the respective mineral rights, and are typically farmers, ranchers or companies.^{33Please note that there are some restrictions regarding the acquisition of a rural estate property in Brazil; for example, a foreign non-resident in Brazil or a foreign company authorized to operate in Brazil cannot acquire a rural property or a property that borders other countries, on a coastline or in areas considered to be national security areas. According to a 2010 binding legal opinion issued by the Federal Attorney General's Office ("Advogado Geral da União - AGU"), the direct or indirect transfer of rural properties to a Brazilian company of foreign capital must be previously authorized by Brazil's National Institute of Rural Settlement and Agrarian Reform ("INCRA") and is subject to certain restrictions (although one can argue the constitutionality of such restriction). See Constitution of Brasil, art 190, 20 para II (revised by EC 46/05); Lei n° 5.709/1971 and its regulatory decree Decreto No 74.965/74; Lei n° 6.634/1979.}

If the mining company does not hold the title to the underlying surface rights (nor the property of the land itself), the surface rights must be individually negotiated to allow the holder of an exploration license or a mining concession to access the land and conduct exploration and/or mining activities.

The landowners are obliged by law to provide access to the exploration license holders to conduct the exploration works. If the parties cannot reach an agreement through mutual negotiations, there are legal mechanisms to enforce the entry of the miner into the land.

ACQUISITION, ASSIGNMENT, AND LEASE OF MINING RIGHTS

Accordingly, the acquisition of mining rights in Brazil may occur originally or by means of the assignment or lease of the mining rights:

LEGAL REGIMES FOR MINING RIGHTS

The governing legislation provides that only Brazilians and mining companies incorporated under Brazilian law, headquartered and managed in Brazil may hold mining rights, which are issued by the federal government following the procedures regarding one of these regimes:

EXPLORATION LICENSE AND MINING CONCESSIONS

Exploration licenses and mining concessions are two separate regimes in Brazil. The exploration license consists of an authorization to conduct mineral exploration activities within a certain area; they are valid for up to four years and can be extended for the same period at ANM's discretion.

Generally, the holder of an exploration license is not allowed to exploit the deposit, however, in exceptional cases, the holder may apply for a special permit to operate a small-scale mining operation.^{34Utilization Bill (Guia de Utilização - GU), a special permit to operate a small-scale mining operation during the exploration phase. Ordinance no. 155/2016.}

REQUIREMENTS FOR CONDUCTING MINERAL EXPLORATION IN BRAZIL

Mineral exploration comprises the activities necessary for measuring, evaluating and delineating mineral deposits and defining the technical and economic feasibility of mine. To conduct these activities in Brazil, interested parties must apply for an exploration license from ANM, called "Alvará de Pesquisa" (exploration license).

After applying for an exploration license, local ANM officers will assess the application and, if all legal requirements are met, the exploration license will be granted for a term of up to four years (extendable for a period equal to or lesser than the original exploration license, subject to the approval of ANM).

An exploration license may be extended only once, except when the exploration area is inaccessible or when authorizations or environmental licenses are pending due to factors beyond the titleholder's control. The exploration license remains valid while an extension request is pending, provided the request was filed timely.

To conduct mineral exploration activities in Brazil, the holder of an exploration license also needs to obtain (i) the relevant environmental permits such as authorization for vegetation suppression, intervention in the Atlantic Forest and others; and (ii) the corresponding right of access to the land covered by its mineral rights (if the miner is not also the landowner).

Normally, landowners in Brazil receive a fee that is on average half of the royalty payable to the Brazilian Government (they receive a compensation that is equivalent to half of the CFEM) and are also entitled to be compensated to any damages caused by the holder of an exploration license to the land. If the corresponding area is located within public land, the payment of said fee is waived.

In the event the holder of an exploration license or mining concession does not reach an agreementwith the landowners, there is a specific legal court proceeding in Brazil to compel the landowner to give access to the property to allow the miner to conduct activities within the areas covered by said mining rights.

Upon completion of mineral exploration activities, the holder of an exploration license must file a Final Mineral Exploration Report with the ANM showing the results of the activities conducted within the granted area and the conclusion regarding the feasibility or non-feasibility of further exploitation. The Report is subject to the approval of the ANM.^{35Articles 23 and 30 of the Mining Code.}

After approval of the Exploration Report, the miner must apply for a mining concession within one-year of the approval (extendable for one more year) or assign it to a third party. If the miner requests the extension of the one-year term to apply for the mining concession in a timely manner, the exploration license remains valid, and the holder may continue exploration activities for as long as the decision regarding the extension request is pending.^{36Holders of exploration license may carry on exploration activities even after the delivery of the Report, as long as these activities have the purpose of converting the resources into reserves or further improve the level of knowledge about a deposit.}

OTHER MINING REGIMES

Detailed overview of the alternative legal frameworks applicable to specific minerals and operational scales:

REQUIREMENTS TO CONDUCT MINING ACTIVITIES IN BRAZIL

The Brazilian mining concession regime encompasses all activities necessary for developing, exploiting and decommissioning a mine. To conduct mining activities in Brazil it is necessary to first obtain a mining concession from the ANM and the corresponding environmental license(s) from the relevant environmental authority.

Within sixty days from the application for a mining concession with ANM, the miner shall prove that it applied for the relevant environmental license with the proper authorities. Thereafter, every six months, the miner shall prove to ANM that its environmental licensing process is in its due course and that it has (or it is complying with) all necessary actions and requirements to obtain the environmental license, otherwise it could prevent the granting of the mining concession.^{38Recently, the Collegiate Board of the ANM adopted a more flexible interpretation regarding the possible loss of a mining application due to the failure to submit proof of the environmental licensing process. During the 86th Public Ordinary Meeting of the ANM, Administrative Precedent (Súmula Administrativa) No. 16 was approved, establishing the understanding that the submission of a valid environmental license before the final administrative decision eliminates the grounds for rejecting the title due to failure to submit evidence every six months. This interpretation was motivated by the fact that many applicants do not properly monitor their processes, leading to the premature denial of their mining titles. According to the rapporteur of the administrative proceeding that resulted in the precedent, José Fernando Gomes, created a tension between the formalism of the procedure and the substantive purpose of the mining process.} Upon the fulfilment of all legal requirements,^{39Mining Code and Ordinance no. 155/2016.} the mining concession is granted without a term, and is valid until total depletion of the deposit and mining closure.

Tailing dams safety in Brazil

The National Policy for Dam Safety (Política Nacional de Segurança de Barragens - "PNSB"), enacted by Law no. 12,334/2010, established several goals and the corresponding obligations, seeking compliance with dam safety standards to reduce accidents and their consequences.

As a general policy, the PNSB delegated more specific regulations to regulatory bodies and assigned supervisory competence to these agencies, without affecting the supervisory role of environmental agencies that are part of the National Environmental System.

Although the federal government holds exclusive authority to regulate the mining sector, which might suggest that only the federal government can enact laws regarding mining aspects, some states, including Minas Gerais, have created their own Dam Safety Policies.

Since 2012, ANM, as a competent agency overseeing and regulating mining activities, has further regulated tailings dam aspects. The Resolution ANM No. 95/2022 consolidated all rules concerning the safety of tailings dams. This regulation aligns the regulatory framework with the changes introduced to the National Policy on Dam Safety by Law No. 14,066/2020, as well as with international dam safety guidelines.

Law No. 14,066/2020 significantly changed the PNSB. One change was the inclusion of Engineering Best Practice Guides in dam safety management as an instrument of the National Policy. An example of such guides is the Global Industry Standard on Tailings Management issued by the International Council on Mining & Metals (ICMM).

This inclusion reflects the Brazilian legislator's intent to align tailings dam management in Brazil with international best practices.

Beyond aligning with PNSB changes introduced by Law No. 14,066/2020, Resolution No. 95/2022 introduced additional significant changes and concepts. These include the definition of ALARP (As Low as Reasonably Practicable), the identification of critical controls, the requirement for high-risk dams to be overseen by an Engineer of Record, and the implementation of a Risk Assessment Program, called PGRBM - Programa de Gerenciamento de Riscos de Barragens de Mineração.

These changes aligned the Brazilian dam safety regulatory framework with global best practices. Additionally, good practice guides have been considered a vital tool for implementing the National Dam Safety Policy since 2020.

Alongside these new aspects, it is noteworthy that the provisions now require the automation of alert siren triggering mechanisms. The system must be integrated with the dam's automated monitoring so that the alert system triggers automatically in emergencies.

According to SIGBM,^{40SIGBM. ANM. Accessed at July 03, 2026. Access.} as of July 2026 Brazil had 910 tailings dams classified as follows:

After the incidents that occurred in Mariana and Brumadinho, legislation concerning the disposal of tailings in dams significantly changed, culminating in the prohibition of the upstream raising and unknown methods and, furthermore, in determining the de-characterization of all the dams raised by the upstream method or with unknown information about the construction and/or raising methods.

Although regulatory responses were necessary, the deadlines established for completing the de-characterization posed potential risks as intensive activities near the dams could trigger liquefaction. For this reason, the federal legislation governing tailings dams enabled the Mining Agency to grant extensions of the deadline for the de-characterization, initially set for February 25, 2022. However, such an extension could only be granted in cases of technical infeasibility and must be approved by the licensing authority within SISNAMA.

In addition to the dam safety regulation, the National Mining Agency (ANM), consistent with sustainability principles and international best practices in mining, regulated the reuse of mining waste through Resolution ANM No. 85/2021.

This regulation was subsequently amended by Resolution ANM No. 189/2024, which established new procedures for the utilization of tailings and waste rock deposited outside the concession area, as further described in the section on Mining Rights above. The amendment enhanced legal certainty regarding the sustainable reuse of mining waste and represented a significant step toward responsible mining operations.

In 2024, the Ministry of Labor and Employment (MTE) amended Regulatory Standard No. 22 (NR- 22), introducing new obligations regarding Occupational Health and Safety Standards in Mining, particularly those related to stockpiles and tailings dams.

The amendments imposed by Ordinance No. 2,105/2024 established significant restrictions on mining activities in areas below tailing dams, potentially affecting numerous operating mines.

Key changes include: (i) restrictions applied to Self-Rescue Zones (ZAS) permitting worker presence only for essential dam operation and maintenance activities situations; and (ii) the updated rules take immediate effect for upstream-raised dams and apply to other dams after 60 months, during which existing restrictions remain in effect. Essential sanitary facilities for workers are exempt from certain prohibitions.

Given the huge regulation impact imposed by the MTE, IBRAM in March 2025, represented by Cescon Barrieu office, filed a lawsuit seeking to compel MTE compliance with ANM technical standards for mining dams. The primary argument contends that the new NR-22 rules may enable MTE intervention in matters under ANM's exclusive authority. Therefore, the outcome of this legal action may influence the legal treatment of the subject.

Finally, in October 2025, ANM has issued Resolution No. 220/2025, which replaces Resolution No. 95/2022 and updates the regulatory framework for the National Dam Safety Policy in Brazil. The new regulation, effective on August 2, 2027, introduces important changes affecting how mining companies must assess, classify, and monitor their tailings dams.

Key updates include the mandatory use of ABNT Standard NBR 17.188:2024 for dam break studies and the prohibition to workers from remaining in self-rescue zones (ZAS). It further redefines emergency levels as "safety levels" and introduces new triggers for operational suspension and embargo.

Overall, Resolution 220/2025 aims at strengthening regulatory oversight, increasing technical accountability, and setting higher safety and transparency standards for mining operations in Brazil.

Taxes, royalties and incentives in Brazil

Brazilian tax legislation operates across three jurisdictional levels: Federal, State, and Municipal. The principal taxes imposed are:

Beyond these taxes and other taxes generally applicable to Brazilian companies, including environmental license fees, labor and social security expenses (averaging 20% of wages and earnings), and FGTS, mining companies are subject to additional sector-specific taxes and fees.

Additional taxes and fees specific to the mining sector include:

The main changes, to be implemented over the coming years, include: (i) ICMS and ISS will be gradually reduced until 2032 and replaced by the Tax on Goods and Services (IBS) under shared state and municipal jurisdiction from January 1, 2033; and (ii) PIS and COFINS will be abolished in 2027 and replaced by the Contribution on Goods and Services (CBS), under federal jurisdiction. Brazil will thus adopt a Dual VAT model.

IPI will be reduced to zero for products without encouraged industrialization. A selective tax (IS) will be created for goods and services harmful to health or the environment, potentially increasing taxation on mining activities.

This point deserves to be highlighted for the mining sector: the creation of the Selective Tax by Constitutional Amendment 132 of 2023, which will be levied on mining activities. Based on this change to the Constitution, the Federal Union has the power to institute a tax on production, extraction, commercialization or import of goods and services that are harmful to health or to the environment, under the terms of a complementary law (art. 153, item VIII, of the Constitution).

The Selective Tax was created with an extra-fiscal purpose: its primary objective is to discourage behavior considered by the constitutional legislator to be harmful to health or the environment.

In this context, Complementary Law no. 214 of 2025 was recently enacted, which, in its article 409 et seq, defined the material, personal, quantitative, temporal and spatial aspects of the Selective Tax, leaving the part concerning the operationalization of the collection to the regulation to be enacted by the Executive Branch.

Although the levying of the Selective Tax on mining generated a great deal of discussion throughout the legislative process, the forecast was maintained that it would be levied from 2027 onwards.

As far as the mining sector is concerned, it should be noted that, according to Art. 409, § 1, item VI, of Complementary Law 214 of 2025, mineral coal and mineral goods whose Mercosur Common Nomenclature/Harmonized System (NCM/HS) codes are listed in Annex XVII of the law, including iron ore (2601), as well as mineral fuels (2709.00.10), natural gas (2711.11.00) and petroleum gas (2711.21.00), will be subject to the Selective Tax.

It is necessary to point out that, until more precise regulations are put in place, important aspects for quantifying the Selective Tax have yet to be defined, such as the reference value that will be used to calculate the tax base when the mineral good is extracted. As for the rate, while the Federal Constitution sets an overall ceiling of 1% (one percent) of the market value of the product for the Selective Tax levied on extraction (art. 153, § 6, item VII), Complementary Law no. 214 of 2025 has already set a more restrictive statutory cap of 0.25% (twenty-five hundredths of a percent) specifically for extracted mineral goods (art. 422, § 2).

Finally, Income Tax reform is under discussion in the National Congress and is expected to be completed in the coming years.

Environmental law in Brazil

Under Brazilian law, federal, state, and municipal governments have authority to legislate and require authorizations, licenses, and permits for the control and protection of the environment and historical and cultural heritage.

Federal and state governments in Brazil have concurrent jurisdiction over: (i) protection of the natural environment, including forests, fauna, nature conservation, soil and natural resource protection, and pollution control; (ii) protection of the cultural environment, including historic, artistic, and landscape environments; and (iii) liability for environmental damages. Municipalities share this jurisdiction regarding matters of specific local interest.

Environmental liability is divided into civil, administrative, and criminal categories depending on the nature, extent, and conduct of the responsible party, and may occur cumulatively or separately.

Mineral exploration and mining in Brazil require environmental licensing, which consists of an administrative procedure whereby the relevant environmental authority evaluates the project and authorizes the company to conduct exploration or exploitation activities.

TYPES OF ENVIRONMENTAL LICENSES IN BRAZIL

The environmental licensing procedure for mining operations typically occurs in three sequential stages:

All environmental licenses have defined terms. License holders must apply for renewal no more than 120 days before expiration. In cases of change of control or sale of assets and mineral rights, companies do not need to obtain new licenses but must file requests with state environmental authorities to alter the license holder.

Under Brazilian law, a company that acquires a business with environmental liabilities becomes its successor and assumes those environmental liabilities, although parties to an acquisition transaction may negotiate and limit their respective liabilities.

Mining activities and facilities are subject to environmental licensing procedures when they consume environmental resources, cause pollution, or have the potential to cause environmental impacts.

Use of water resources typically requires authorization from environmental agencies. Environmental compensation of several types may apply to projects (not limited to mineral projects) that may significantly affect the environment.

MAIN ENVIRONMENTAL LEGISLATION

Besides the provisions of the Brazilian Federal Constitution, the main environmental legislation includes:

Law No. 15,190/2025, the General Environmental Licensing Law, represents a landmark reform of Brazil's environmental licensing framework, long awaited by the productive sector, including mining. The law consolidates and modernizes licensing rules at the federal level and introduces new licensing modalities. A key innovation of Law No. 15,190/2025 is the establishment of binding deadlines for consulted authorities to issue opinions and grant consents on licensing applications, significantly enhancing predictability and legal certainty for investors. Failure by the competent authority to act within the prescribed timeframes triggers specific legal consequences, including the possibility of the applicant proceeding to the next phase in certain situations.

For the mining sector, the new framework is particularly relevant. Large-scale mining projects with potentially significant environmental impacts will continue to be subject to full environmental licensing, including EIA/RIMA preparation. However, the law clears rules for the integration of environmental licensing with other required authorizations, shortening overall project timelines and ensuring greater legal certainty for the sector.

MAIN ENVIRONMENTAL AGENCIES

The institutional framework for environmental regulation and enforcement is composed of the following main agencies:

Brazilian mineral exploration and mining companies on the B3

B3 S.A. - Brasil, Bolsa, Balcão ("B3") is currently the only stock exchange operating in Brazil and the largest in Latin America. As of the date referenced in note^{44Considering their values on June 30th, 2026. "Valor de mercado das empresas listadas". B3. Access.}, there are 4 mining companies listed on B3 with shares traded:

Vale S.A. is listed in the Novo Mercado segment, the highest corporate governance standard on B3, which requires companies to comply with enhanced governance practices and transparency requirements beyond those mandated by Law No. 6,404 of December 15, 1976, as amended ("Brazilian Corporate Law"), and by the Brazilian Securities Commission (Comissão de Valores Mobiliários, or "CVM"). As of July, 2026, Vale's market capitalization stood at approximately R$ 337.7 billion (USD 66.25 billion), the largest among mining companies listed on B3. Vale is also a constituent of the Bovespa Index, which comprises the companies with the highest trading volumes on B3.

Aura Minerals Inc. is a Canadian mining company focused on gold and copper production. Listed on the Nasdaq Stock Market ("Nasdaq") since July 2025, the company voluntarily delisted its common shares from the Toronto Stock Exchange ("TSX") to consolidate its trading activity in the U.S. equity market, with Brazilian Depositary Receipts (BDRs) remaining listed on B3, backed by Nasdaq-listed shares. Aura Almas Mineração S.A., the company's Brazilian operational subsidiary, is separately listed on B3 under the DR3 segment, with activities focused on gold mining at the Almas project in the state of Tocantins.

Other major companies listed on B3 also conduct mining operations or hold significant interests in mining companies. Within the Metallic Minerals segment, the most notable include: CSN Mineração S.A., listed on B3 in 2021 and dedicated to iron ore mining, with a market capitalization of approximately R$ 31.07 billion (USD 6.1 billion); Companhia Brasileira de Alumínio (CBA), focused on integrated aluminum production, with a market capitalization of approximately R$ 7.17 billion (USD 1.41 billion); and Bradespar S.A., an investment holding company whose primary asset is a stake in Vale S.A., with a market capitalization of approximately R$ 8.11 billion (USD 1.6 billion). Litel Participações S.A. and Litela Participações S.A. are also listed in the same segment, both holding companies whose principal investment is likewise a stake in Vale S.A. Within the Steel and Metallurgy subsector, major players with mining activities include Gerdau S.A., Cia de Ferro Ligas da Bahia (Ferbasa), and Usinas Siderúrgicas de Minas Gerais S.A. (USIMINAS).

The companies listed in the Metallic Minerals segment are distributed across different corporate governance tiers on B3: Vale S.A. and Companhia Brasileira de Alumínio (CBA) are listed in the Novo Mercado segment; CSN Mineração S.A. is in the Nível 2 segment; and Bradespar S.A. is in the Nível 1 segment.

The Nível 1 segment requires companies to maintain a free float of at least 25% of share capital, promote capital dispersion in public offerings, and enhance their quarterly financial reports (ITR Form) to include disclosure of related-party transactions subject to special audit review. Aura Minerals Inc. and Aura Almas Mineração S.A. are listed as BDRs in the DR3 segment.

Litel Participações S.A. and Litela Participações S.A. are traded on the Balcão Organizado Tradicional (MB). As holding companies whose primary asset is a stake in Vale S.A., their market performance is closely correlated with Vale's operational and financial results.

Brazilian equity capital markets have been accessed by a relatively limited number of large companies, creating potential opportunities for other mining companies - particularly medium-sized entities - to access public equity funding. B3 is currently evaluating measures to facilitate market access for smaller companies, including those in the mining sector.

Brazilian equity capital markets have been accessed by a relatively limited number of large companies, creating potential opportunities for other mining companies - particularly medium-sized entities - to access public equity funding. B3 is currently evaluating measures to facilitate market access for smaller companies, including those in the mining sector.

Discussions have taken place among Brazilian mining associations, mining companies, securities regulators, and the Brazilian mining agency ^{45"How stock exchange operator B3 is seeking to incorporate Brazil's mining juniors". BNAmericas, 2020. Access.} regarding improvements to Brazilian capital markets and the facilitation of access to public equity capital for mineral exploration and mining companies. In the meantime, listing on the Nasdaq Stock Market or the TSX Venture Exchange, and issuing BDRs in Brazil, remain viable alternatives for Brazilian mineral exploration and mining companies seeking access to public equity markets.

Setting up a mining company in Brazil

Mining activities in Brazil are subject to a special legal regime grounded in federal public ownership of all mineral resources, as established by Article 20, IX, of the Federal Constitution. Because mineral resources are legally distinct from surface property, their exploration and exploitation may only be carried out pursuant to an authorization or concession granted by the Federal Union, in accordance with Article 176, § 1, of the Constitution.

Accordingly, the titleholder of any mining right must be a Brazilian national or a legal entity incorporated under Brazilian law, with its registered office and management established in Brazil.

Establishing a mining company in Brazil therefore requires careful consideration of the corporate structures available under Brazilian law, to identify the type best suited to the venture's specific objectives and operational requirements.

MAIN TYPES OF COMPANIES IN BRAZIL: SUMMARY

The main corporate types available in Brazil are described below. Choosing the appropriate vehicle requires an assessment of factors such as governance complexity, access to capital markets, disclosure obligations, and the profile of the investor.

The two most common corporate types in Brazil are the limited liability company ("Sociedade Limitada" or "Ltda.") and the corporation ("Sociedade Anônima" or "S.A.").

Generally, the Sociedade Limitada is a simpler and less expensive structure, typically adopted by foreign entities commencing activities in Brazil. Sociedades Anônimas are suitable for entities that require a complex management and governance structure, stock option plans, sophisticated capitalization arrangements, or plans to conduct public offerings of securities. However, the Sociedade Anônima is subject to higher disclosure and publicity standards.

Foreign entities that prefer to establish a direct presence in Brazil as a branch (rather than incorporating a local legal entity) are subject to additional formalities in their establishment and ongoing operation, including prior authorization from the Federal Government and registration with the relevant Board of Trade.

CORPORATE ENTITIES COMPARISON

A detailed comparison between the two main corporate structures used by foreign investors in Brazil:

Subject to the applicable approval quorum and the respective incorporation requirements, a Sociedade Limitada may be transformed into a Sociedade Anônima and vice versa.

Obligations, liabilities, and contingencies of a civil or commercial nature arising from the company's (either Ltda. or S.A.) financings and activities are borne solely by the company's own assets, goods, and rights. An exception applies in cases of deviation of purpose or commingling of assets, where a court may pierce the corporate veil and affect the personal assets of partners.

In certain critical areas, including tax, labour, environmental liability, and compliance and anti-corruption matters, piercing of the corporate veil or joint and subsidiary shareholder liability may be applied more frequently, in light of specific legal provisions and court precedents.

Generally, no restrictions apply to foreign investment. However, for national security reasons, Article 1,135 of the Brazilian Civil Code and Article 170 of the Federal Constitution assign certain sectors to the exclusive competence of the Federal Union: (i) activities involving nuclear energy; (ii) post and telegraph services; and (iii) aerospace (launching and deployment of satellites, vehicles, and aircraft, or the commercialization of such goods, although the prohibition does not extend to their manufacture or trade).

Foreign capital is subject to limitations or may require prior authorization from public authorities in certain areas, including: (i) rural property, which may require approval from INCRA or the National Congress; (ii) financial institutions; (iii) air transportation, which was opened to up to 100% foreign capital by Law No. 13,842/2019 (subject to reciprocity conditions); (iv) media, which requires minimum 70% Brazilian ownership; and (v) mining, with restrictions on control in border zones.

Within a 150-kilometre zone along Brazil's land borders, the federal government enforces stricter policies on foreign investment and mining companies to protect national interests, including external defense. Prior approval from the National Defense Council (CDN) is required for any grant or assignment of mining rights within the border strip (indicated in the map below).

MUNICIPALITIES OF BORDER STATE 2024 (IBGE)

Border zone areas are subject to specific rules governing the granting of exploitation rights, as regulated by Law No. 6,634 of 1979 and related legislation. These rules prohibit licensing and exploitation activities by non-Brazilian companies.

To conduct mining activities in the border zone, at least 51% of the company's capital must be held by Brazilian residents, a minimum of two-thirds of the workforce must be Brazilian nationals, and both the management board and executive board must be composed predominantly of Brazilian citizens.

Brazil's foreign investment rules for border zones reflect national security considerations and impose significant restrictions on companies operating in those areas.

LIMITED LIABILITY COMPANY - SOCIEDADE LIMITADA

Sociedades Limitadas are primarily governed by Law No. 10,406/2002 (the "Brazilian Civil Code") and, subsidiarily - where expressly provided for in their articles of association - by Law No. 6,404/1976 (the "Brazilian Corporations Act").

A Sociedade Limitada is generally the simpler and less costly corporate vehicle to incorporate and maintain, as relatively few formalities govern its organization and management.

assignment Incorporation requirements:

Quotaholders. The Sociedade Limitada may be formed by one or more individuals or legal entities, referred to as quotistas or sócios (quotaholders or partners).

Partners domiciled or headquartered outside Brazil must grant a power of attorney to a Brazilian resident with authority to receive service of process and to represent the partner before tax authorities. Enrollment with the CNPJ (Cadastro Nacional da Pessoa Jurídica) of the Federal Revenue Office (Receita Federal do Brasil) is also required.

Filing. The incorporation process begins with execution of the articles of association by the partners (or their attorneys-in-fact domiciled in Brazil) and subsequent filing with the relevant state Board of Trade, followed by registration with other applicable governmental bodies. The Sociedade Limitada is formally incorporated upon registration of its articles of association with the Board of Trade.

Title and ownership. The existence and ownership of the quotas are evidenced by the articles of association (a Sociedade Limitada does not issue share or quota certificates).

Capital stock. The capital of a Sociedade Limitada is divided into quotas, each with a par value. There is generally no legal requirement regarding minimum or maximum capital for incorporation. Except in regulated industries, such as certain financial services, no minimum amount of capital needs be paid initially, and no mandatory time limit applies for full payment; such deadline is set by the partners in the articles of association.

Capital increases are only permitted once the previously subscribed capital has been fully paid in. Partners may contribute to a Sociedade Limitada in cash (Brazilian currency), assets, or credits. Capital contributions in the form of services are prohibited.

Corporate name. The company name must include the word "Limitada" or its abbreviation "Ltda." as the last element and must indicate the company's core business activity. The name may be composed of:

• the names of partners;
• common words in Portuguese or a foreign language; and/or
• fantasy expressions.

Prior to filing, partners must search for name availability with the Board of Trade. If available, the name may be reserved for a short period while the incorporation documents are under review.

Duration. The Sociedade Limitada may be incorporated for a definite or indefinite term, as stated in the articles of association.

account_tree Governance structure:

Management. The Sociedade Limitada must be managed by one or more individuals (administradores), whether partners or not. Managers need not be Brazilian nationals or domiciled in Brazil; however, they must appoint a legal representative residing in Brazil with powers to request and receive notices and/or summons of legal processes. Legal entities may not serve as managers. Foreign individuals must also enroll with the CPF (Cadastro de Pessoas Físicas) of the Federal Revenue Office (Receita Federal do Brasil).

Board of directors. While a Sociedade Limitada may legally have a Board of Directors, this corporate body is uncommon in practice.

Voting rights.A partner's voting power corresponds to the percentage their quotas represent in the capital stock. As a general rule, a simple majority of the partners present at a partners' meeting suffices to approve most matters (the articles of association may provide for a supermajority). The Brazilian Civil Code establishes specific qualified quorums for certain decisions: a simple majority of the total capital for matters such as removal of managers, amendments to the articles of association, merger, and dissolution; two-thirds of the total capital for the appointment of non-partner managers before full capital payment; and unanimous vote for corporate transformation, unless the articles of association provide otherwise. Legal counsel should be engaged to confirm the applicable quorum for any specific resolution. A quotaholders agreement (similar to a shareholders' agreement) may be entered into by partners to govern their relationship, governance rights, quota transfers, and other matters.

Dissenting quotaholder. In certain circumstances provided by the Brazilian Civil Code - such as material changes to the articles of association or the company's business purpose - a minority partner who dissents may exercise the right of withdrawal (recesso) and request the partial dissolution of the company with reimbursement of their quotas at book value.

Transfer of quotas. Transfers of quotas are legally binding between the parties upon execution of the transfer instrument but become effective against third parties only upon amendment of the articles of association and registration with the relevant Board of Trade. In the absence of contrary provision, a partner may freely transfer quotas to other partners at any time. Transfers to third parties are subject to the right of the other partners to object and will not be effective if partners representing more than 25% of the capital stock opposes the transfer. If the articles of association grant other partners a right of first refusal, partners may be restricted from transferring quotas.

CORPORATION - SOCIEDADE ANÔNIMA

The Sociedades Anônimas is the corporate form best suited for complex enterprises involving different groups or classes of shareholders, and the only vehicle through which a company may raise funds via public equity offerings in Brazil Sociedades Anônimas are governed by Brazilian Corporations Act.

assignment Incorporation requirements:

Plurality of shareholders. As a general rule, a Sociedade Anônima must have at least two shareholders, whether individuals or legal entities. An exception applies for wholly owned subsidiaries in which all shares are held by a single Brazilian legal entity, as described below.

Shareholders domiciled or headquartered outside Brazil must grant a power of attorney to a Brazilian resident with authority to receive service of process and to represent the shareholder before Brazilian governmental authorities. Foreign legal entity shareholders must also enroll with the CNPJ of the Federal Revenue Office (Receita Federal do Brasil).

As an exception to the general rule, a Sociedade Anônima may be structured as a wholly owned subsidiary in which all shares are held by a single Brazilian legal entity. Except in the case of mining activities conducted within border zones (where specific Brazilian-ownership requirements apply), control may be exercised by a foreign parent company, allowing the entity to operate with a single shareholder in full compliance with Brazilian corporate law.

Filing. The incorporation of a Sociedade Anônima begins with a shareholders' meeting to incorporate the company, approve its bylaws, and appoint initial officers. The minutes and bylaws are then filed with the relevant state Board of Trade and registered with other applicable governmental bodies. The Sociedade Anônima is formally incorporated upon registration of its bylaws, which must be published within thirty (30) days of incorporation.

Title and ownership. Title and ownership of the shares of a privately held corporation is evidenced by means of an annotation in the company's Share Register Book, or, in case of a publicly held corporation, by the certificate issued by the bookkeeping agent.

Capital stock. The capital stock of a Sociedade Anônima may be divided into common and preferred shares, with or without par value. At least 10% of the subscribed capital must be deposited in cash. Foreign shareholders must complete a foreign exchange transaction to remit funds to Brazil. The paid-in capital must be deposited with any commercial bank authorized by the Brazilian Central Bank until all incorporation formalities are completed and prior to filing with the Board of Trade.

After incorporation is concluded, the initial capital may be withdrawn and transferred to the company's account. There is no mandatory time limit for full payment of the remaining capital (beyond the initial 10%), though the company may only issue new shares to increase capital once at least three-quarters of the existing capital has been fully paid in. Shareholders may contribute in cash (Brazilian currency), assets, or credits.

Dividends. If the bylaws are silent, dividends shall be distributed in the amount of 50% of net profit. Shareholders may set a lower threshold, subject to a mandatory minimum dividend of 25% of net profit. Shareholders of a privately held company may unanimously resolve to withhold mandatory dividends in a given year, provided no shareholder present at the meeting objects. Only proportional distributions are generally permitted.

Corporate name. The corporate name must include the words "sociedade anônima" or "companhia", or their abbreviations "S.A.", "S/A" or "Cia.". Prior to filing, shareholders must search for name availability with the Board of Trade. If available, the name may be reserved for a short period while incorporation documents are under review.

Duration. The Sociedade Anônima may be incorporated for a definite or indefinite term, as stated in the bylaws.

account_tree Governance structure:

Management. A Sociedade Anônima must be managed by a Board of Officers (Diretoria) composed of one or more individuals (diretores). In a privately held company, a Board of Directors is optional. Publicly held companies must have a Board of Directors.

Officers (Diretoria). Officers are elected by the shareholders' meeting or by the Board of Directors (if the company has one), for a term set in the bylaws not exceeding three years. Their titles and duties must be established in the bylaws, and their compensation fixed periodically by the shareholders' meeting. Officers need not be Brazilian nationals or domiciled in Brazil; those not domiciled in Brazil must appoint an individual in Brazil with authority to receive notices and legal process. Foreign individuals must enroll with the CPF of the Federal Revenue Office.

Board of directors (Conselho de administração). A Sociedade Anônima may have a Board of Directors responsible for approving major policy decisions for implementation by the Officers, though it has no power to represent the company. Board members need not be Brazilian citizens or domiciled in Brazil but must be represented by an individual resident in Brazil with authority to receive service of process. Registration with the CPF is optional for board members. If a Board of Directors is installed, it elects and dismisses the officers rather than the shareholders' meeting.

Oversight board (Conselho fiscal). A Sociedade Anônima must have, by law, an oversight board composed of at least three and at most five members (plus an equal number of alternates), all of whom must reside in Brazil. The board need not be permanently installed and operates only when convened by shareholders, except during liquidation, when installation is mandatory.

Voting Rights. Under Brazilian law, each share carries one vote. However, the company may issue preferred shares with restricted or no voting rights, up to 50% of the total shares issued. The bylaws may also set limits on the total votes per shareholder.

The Brazilian Corporations Act adopts the majority principle: 50% of voting shares plus one, represented at a shareholders' meeting, suffices to approve resolutions. In privately held companies, the Act provides that certain resolutions require an affirmative supermajority vote. Specific matters require 50% plus one of the total voting shares under Brazilian law.

Preferred shares. Preferred share issuances may not exceed 50% of the total shares. Preferred shares carry certain privileges and priorities under law, including priority in dividend distribution and in capital reimbursement upon liquidation, but may carry no voting right.^{46Brazilian law also allows profit distributions in the form of interest on net equity (juros sobre capital próprio - JCP). Dividends are formally exempt from income tax at the beneficiary level (Law No. 9,249/1995), though as of 2026 high-income shareholders (above R$600,000/year) may be subject to a minimum personal income tax that includes dividends in its calculation base. JCP is deductible by the distributing company and subject to 15% withholding tax at the beneficiary level.} The privileges and advantages attached to preferred shares cannot be changed without approval from the holders of the majority of the affected class. Holders of preferred non-voting shares acquire voting rights if dividends are not paid for three consecutive years (or a shorter period if the bylaws so provide) and retain such rights until the next dividend payment. The bylaws may restrict, but not eliminate, share transfer rights. Rights of first refusal are valid and enforceable.

Disclosure obligations. The Sociedade Anônima must annually publish its balance sheet and other financial statements in a major local newspaper (with simultaneous online disclosure on that newspaper's website), except for privately held companies with annual gross revenue of up to R$78,000,000. Financial statements may be published in summarized form, provided they contain at minimum the information required by Article 289, item II, of the Brazilian Corporations Act. Publicly held companies must also comply with applicable CVM regulations. The minutes of General Shareholders' Meetings addressing the election or removal of officers, approval of financial statements, amendment of the bylaws, and dissolution of the company must also be duly published.

Dissenting shareholder. Under the Brazilian Corporations Act, shareholders do not have a general right of withdrawal. The right of withdrawal (recesso) arises only in specific circumstances expressly provided by law, including: changes to the preferences or advantages of preferred shares; reductions in mandatory dividends; mergers, spin-offs (when the value to be received does not preserve the economic value of the shares), or consolidations of shares; participation in a group of companies; changes in the company's stated business purpose; and certain spin-off transactions. In such cases, dissenting shareholders are entitled to have their shares reimbursed at the book value established by the most recent balance sheet approved at a shareholders' meeting, subject to the conditions and exclusions set out in the Brazilian Corporations Act.

MANAGEMENT VISA

Foreign nationals domiciled in Brazil who are not Brazilian citizens must obtain the appropriate resident visa before performing management functions in a Sociedade Anônima. Given that the visa can only be obtained after the company has been duly incorporated, it is not possible to app

As a condition for obtaining the permanent management visa (visto de investidor), the Brazilian company must have a registered equity investment (duly registered with the Central Bank of Brazil) of at least:

• at least R$500,000 for each applicant or
• R$150,000 for each applicant, combined with the creation of at least 10 new jobs for Brazilian citizens within two years of the company's establishment or the applicant's entry into Brazil

To apply for the visa, the applicant must: (i) demonstrate that the function to be performed relates to the company's management; (ii) provide documentation evidencing the relationship with the company; and (iii) notify the Brazilian Central Bank of the applicant's appointment to the management position.

REGISTRATIONS APPLICABLE TO PARTNERS/SHAREHOLDERS

Federal revenue secretariat. Under applicable Brazilian tax regulations, foreign legal entities or individuals holding equity in a Brazilian company must obtain a Legal Entity Taxpayer Registration Number (CNPJ) or an Individual Taxpayer Registration (CPF), respectively. Foreign companies must enroll with the CNPJ to invest in Brazilian companies. Enrollment does not imply that the company is headquartered in Brazil and does not require tax return filing.

Foreign individuals may register with the Brazilian tax authorities:

• directly, at any Brazilian consulate or embassy with jurisdiction over their place of residence, by presenting an enrolment application form and a copy of an identification document; or
• through an attorney-in-fact in Brazil.

Foreign legal entities registered with the Central Bank of Brazil have their CNPJ automatically issued based on information available in the Brazilian Central Bank Information System. To complete registration, the foreign entity must present a power of attorney granting powers to an individual responsible before the tax authorities, along with corporate documents proving its legal existence in the country of incorporation.

Ultimate beneficial owner. Upon enrolment with the CNPJ, the entity will be required to inform its ultimate beneficial owner to the Federal Revenue Office within 30 days.

Definition. An ultimate beneficial owner is an individual who:

• directly or indirectly owns, controls, or significantly influences the entity; or
• on whose behalf a transaction is carried out.

Significant influence is deemed to exist if the individual directly or indirectly owns more than 25% of the entity, or exercises preponderance in its decision-making process and has the power to elect most of its board of directors without formally controlling it.

Disclosed information. If there is an ultimate beneficial owner, the entity must disclose their name, date of birth, nationality, and country of residence via an online statement to the Federal Revenue Office. If no individual meets the definition, this must also be declared.

Waiver. The obligation to identify the ownership chain up to the beneficial owner is waived for certain entities, including:

OTHER REQUIRED REGISTRATIONS AND ENROLLMENTS

National Social Security Institute (INSS) and Caixa Econômica Federal. Companies must register with INSS, which collects contributions for the National Social Security system, and with Caixa Econômica Federal, the official bank that manages the Employee Severance Indemnity Guarantee Fund (FGTS), into which employers must make monthly deposits for all workers. Both registrations are required even if the company has no employees.

Municipal authorities. To operate, the company must apply for an Operation Permit (Alvará de Licença de Estabelecimento) from the Municipal Authority where it will be located. This permit is not mandatory for all companies; the need depends on the company's corporate purpose.

State authorities. Registration with the State Authority may also be required if the company's activities involve the circulation of goods and services. State and municipal registrations may be completed simultaneously with enrollment with the Federal Revenue Secretariat.

Fire Department Inspection Certificate (AVCB). The AVCB issued by the Military Fire Brigade of the competent State is required for every commercial establishment. It certifies that the building meets fire safety and related requirements. Timing varies by municipality and current workload.

Professional boards and class entities. Entities performing specific services subject to supervision or regulation by professional bodies may need to enroll with them. For example, entities providing engineering services may need to enroll with CREA (Conselho Regional de Engenharia e Agronomia).

Goods declaration (SISCOMEX). Entities conducting import and export activities, as well as customs brokers, depositaries, cargo agents, port operators, and transporters must register with the Sistema Integrado de Comércio Exterior (SISCOMEX), an integrated system controlled by the Federal Revenue Office. Registration timing may vary depending on import and export volume.

Environmental licenses. Companies that use natural resources or have pollution potential must obtain environmental licenses, namely the Preliminary License (LP), Installation License (LI), and Operating License (LO), from the relevant environmental agencies. Environmental agencies generally take up to six months to issue each license, though the preliminary license may take between six and twelve months, depending on the project's complexity and the required technical feasibility studies.

Environmental register. All activities considered potentially pollutant, or involving any use of natural resources that may cause environmental damage, including related construction, installation, expansion, and operation, are subject to enrollment in the Environmental Registry (Cadastro Técnico Federal) with IBAMA.

CENTRAL BANK - FOREIGN INVESTMENT REGISTRATION

All foreign exchange transactions in Brazil must be conducted through authorized local financial institutions. The foreign exchange market encompasses the purchase and sale of foreign currency, international transfers of Brazilian Reais, and holdings of foreign capital.

Foreign direct investments in Brazilian companies may be made in two main ways: ^{47These two methods of investment result in registrations with the Central Bank denominated in the applicable foreign currency. There are certain circumstances of foreign direct investment in Brazil, however, that would not fall within the Central Bank's regulatory framework (for instance, capital contributions made in BRL while the foreign investor is located in Brazil) and would not, in principle, be possible to be registered with the Central Bank. In order to guarantee the repatriation of such investments, Law 11,371, dated November 28, 2006, permitted the registration of such foreign investments with the Central Bank, but in BRL. This creates a foreign exchange risk in the repatriation of funds.}

The Central Bank of Brazil controls and registers foreign investments and oversees capital repatriation and profit remittances abroad. Registration with the Central Bank's electronic registry system is essential to ensure the right to repatriate invested capital and to remit or reinvest profits and other forms of capital remuneration.

To operate the electronic registry system (SCE-IED), both the investee and the foreign investor must obtain a CDNR code from the Central Bank by enrolling the investor's and investee's data, along with those of their respective representatives, with the Cadastro Declaratório de Não Residentes (Foreign Investors Declaratory Registry).

Foreign investment registration is conducted electronically in the SCE-IED by the receiving company and the foreign investor (through its Brazilian representative) within 30 days of the investment's entry into Brazil. Pursuant to Article 32 of BCB Resolution No. 278/2022, as amended, registration in the SCE-IED is mandatory when the related financial transfer is equal to or exceeds USD 100,000 (or the equivalent amount in another currency). The receiving entity is solely responsible for providing information to the Central Bank. Financial transfers carried out through the foreign exchange market are automatically captured by the SCE-IED system, while other investment events, such as in-kind capital contributions, profit distributions made outside the foreign exchange market, and corporate reorganizations, must be reported within 30 days of their occurrence.

Foreign investments are registered in the currency in which funds enter Brazil. Profits are remitted in the currency of the country where the investor is resident, has its head office, or where the investing branch is located. Profit reinvestments are registered in the currency to which those profits would otherwise have been remitted.

There is no minimum period during which registered funds must remain in Brazil. Foreign investors may sell equity or liquidate investments and repatriate capital at any time, without prior Central Bank approval. Repatriation is subject to demonstrating that the amount corresponds to the fair market value of the sold or liquidated investment. There are no limits on dividend transfers abroad, provided dividends are paid to Brazilian and foreign partners on equal and non-discriminatory terms.

ESTIMATED TIMELINE

The timeline set out below is indicative only and is based solely on our recent practical experience with company incorporations in Brazil. Actual timing may vary significantly depending on the state of incorporation and the current workload of the relevant public offices. Competent authorities may request additional information or require revisions to the documents submitted for review, which could materially extend the estimates provided below.

Access to Mining Titles

INTRODUCTION

Argentina is a federal republic with 23 provinces and the Autonomous City of Buenos Aires. Its core mining legal framework is the Argentine Mining Code (AMC), Law 1,919 (1886, as amended), which governs exploration, exploitation, and use of mineral substances nationwide. Although the AMC applies at the federal level, enforcement is delegated to provincial authorities. Key complementary legislation includes the Mining Investment Law 24,196 (1993, as amended by Law 25,429, 2001), the Environmental Protection for Mining Activity Law 24,585 (1995), the Federal Mining Agreement, Law 24,228 (1993), and provincial Mining Procedural Codes.

OWNERSHIP OF THE SUBSOIL AND MINERAL RESOURCES

Under the Argentine Constitution, provinces are the original owners of natural resources within their territories (Argentine National Constitution, 1994, Art. 124). However, provinces may not exploit them directly; they must grant "mining property" rights through legal concessions. Mining tenements constitute real estate separate from surface land. Minerals are classified into three categories:

TYPES OF MINING RIGHTS

The AMC provides two principal mining rights:

PROCEDURE FOR OBTAINING A MINING TITLE

COMPETENT AUTHORITY

Depending on provincial regulation, the mining authority is either a Mining Directorate ("Dirección de Minería")-within the provincial executive-or a Mining Court ("Juzgado de Minas")-part of the provincial judiciary. Both exercise administrative and registry functions regarding mining titles.

RIGHTS OF FOREIGNERS

The AMC imposes no nationality restriction: any person or entity with capacity to acquire real estate may own a mine. Foreign companies typically must incorporate a local vehicle. Border Zone regulations historically restricted foreign ownership in border areas, but an exceptional regime excludes mining rights from this restriction.

PUBLIC TENDERS

Notwithstanding the general granting process, it has become practice that provinces (through their provincial state-owned mining companies) acquire vacant mines or establish "Areas of Special Interest"; and later conduct tender process over these areas, inviting companies to submit a work program and investment commitments, in order to gain an interest on those areas. These special cases are governed by the tender terms, as well as those general requirements established by Laws.

CONCLUSION

Argentina's mining framework provides legal certainty through perpetual concessions, non-discriminatory foreign access, and complementary fiscal incentives, making it an attractive jurisdiction for mining investment.

Argentina's Investment Framework for Large Investments

Through Law No. 27,742 on the Basis and Starting Points for the Freedom of Argentines (the "Basis Law"), enacted on July 8, 2024, Argentina created the Incentive Framework for Large Investments ("RIGI"). Decree 749/2024 formally implemented the regime and designated the Ministry of Economy as its Enforcement Authority. RIGI offers special purpose vehicles ("SPVs") carrying out qualifying single projects in forestry, tourism, infrastructure, mining, technology, steel, energy, and oil and gas a comprehensive, automatic package of tax, customs and foreign exchange incentives, together with 30-year stability and binding international arbitration. Decree No. 105/2026 extended the original two-year application window by one year, so investors may now apply until July 8, 2027; the Decree also refined several operational aspects of the regime (oil and gas subsectors, technology definitions, accelerated depreciation, dividends, supplier imports and access to the FX market).

Two years into its operation, RIGI has proven to be a highly effective tool to attract long-term private capital, particularly in mining. As of July 2026, the Ministry of Economy has approved twenty projects committing more than USD 57 billion in investment and projecting close to 100,000 direct and indirect jobs between construction and operation. Mining is the leading sector, accounting for thirteen of the twenty approved projects - covering lithium, copper, gold and silver across the NOA and Cuyo provinces - followed by oil and gas, energy, infrastructure and a single industrial project (Sidersa, a steel plant in San Nicolás). A further twenty-five projects, representing USD 110.9 billion in committed investment and a potential 145,615 additional jobs, are currently under evaluation by the Project Evaluation Committee; of these, ten belong to the mining sector and twelve to oil and gas.

precision_manufacturing Approved and pending projects - The mining sector leads

MAIN BENEFITS AND ENFORCEMENT MECHANISM

Enforcement rests with the Ministry of Economy, acting through a Project Evaluation Committee that reviews and approves applications within a 45-business-day term (suspended while additional information is requested) and monitors compliance throughout the project's life. The regime is supported by dedicated registries - for SPVs, LTSEPs, and RIGI Suppliers - and by customs and tax guarantees where applicable. Disputes are resolved through international arbitration, at the investor's election, before ICSID or the Permanent Court of Arbitration; the RIGI application and its approval constitute a binding arbitration agreement between the SPV and the Argentine Republic. A complementary "RIGI Board" of three qualified professionals offers a faster, lower-cost alternative for smaller disputes.

ARGENTINA'S MINING INVESTMENT LAW PRECEDENT: WHAT WENT WRONG, AND HOW RIGI RESPONDS

RIGI is best understood against the backdrop of Argentina's earlier flagship promotional regime, the Mining Investment Law (Law 24,196, 1993), which likewise offered thirty years of fiscal and FX stability, double deduction of exploration expenses, accelerated depreciation and VAT refunds. On paper, its guarantees closely resemble RIGI's. In practice, however, the Mining Investment Law's fiscal stability guarantee operated effectively for less than fourteen years. In 2007, amid rising commodity prices, the Executive Branch began levying export duties on companies that already held fiscal stability, reasoning that the increase in mineral prices justified capturing part of the "extraordinary income." Because the 2001 reform placed the burden on the beneficiary to prove, case by case, that its overall tax burden had increased, and because the implementing Decree (1089/2003) departed from the statute's literal terms, the courts had room to maneuver: the Supreme Court upheld stability in "Cerro Vanguardia" (2009) but reversed course in "Minera del Altiplano" (2012), confining investors to a refund mechanism for excess taxes that took sixteen years to regulate and, once regulated in 2019, has yet to result in an actual payment. The FX stability guarantee suffered a similar fate, repealed for mining and oil companies by Decree 1722/2011 following a change in economic circumstances. In both cases, the same Executive Branch that had granted the benefit unilaterally curtailed it during a fiscal squeeze, and disputes were left to domestic courts and administrative bodies aligned with that same Executive Branch, with no recourse to international arbitration.

The lessons the market drew from that experience - and that RIGI was designed to address - are threefold.

Critical and Strategic Minerals and Special Regimes

INTRODUCTION

Argentina is a key jurisdiction for energy transition minerals, particularly lithium, copper and uranium. This chapter provides a practical overview of the legal treatment of critical and strategic minerals, with a focus on whether Argentina applies differentiated regimes, foreign ownership restrictions, mandatory State participation or policies aimed at developing local supply chains.

GENERAL FRAMEWORK

LITHIUM AND RARE-EARTH ELEMENTS

Lithium is treated as a first-category mineral and is therefore subject to the ordinary concession regime. Several bills have proposed declaring lithium and its derivatives a strategic resource at the federal level, but no such bill has been enacted. Certain provinces, including La Rioja and Jujuy, have adopted local rules declaring lithium a strategic natural resource, with different legal scope and practical implications.

Rare earths elements are also gaining policy attention. A government-sponsored bill (File No. 21857, "Impulso a las Tierras Raras") is currently being considered by the Congress and seeks to promote exploration and development of rare earth elements and position Argentina as a global leader in the production of critical minerals, by categorising rare earth elements-scandium, yttrium, and the fifteen lanthanides-as first-category minerals under the Mining Code -those subject to free concession and not subordinated to surface property rights-; and incorporating rare earth exploration into the Large Investment Incentive Regime (RIGI) to promote large-scale projects and accelerate prospecting and commissioning timelines for rare earth operations.

NUCLEAR MINERALS

Uranium and thorium are subject to differentiated rules. Private parties may obtain concessions for uranium projects under the National Mining Code, but additional nuclear-specific controls apply. These include reporting obligations to the Nuclear Regulatory Authority, environmental recovery requirements for areas affected by hazardous waste, special controls for tailings and processing products containing radioactive or acidic elements, a federal first option to purchase nuclear minerals and prior approval for exports to ensure domestic supply and control over the final destination of the material. Mining complexes handling nuclear materials are also subject to nuclear activity and radioactive waste management regimes.

CONCLUSION

Argentina's approach to critical and strategic minerals is characterised by the absence of a unified federal statute imposing special restrictions or mandatory state participation. The ordinary National Mining Code governs most minerals of strategic interest without discriminating against foreign investors. Differentiated treatment exists only for uranium and thorium, subject to enhanced oversight, export controls, and nuclear safety coordination. Provincial declarations on lithium and pending federal legislation on rare earth elements signal potential-but yet unrealised-shifts toward more differentiated treatment. Also, the 2026 ARTI represents a significant shift, committing Argentina to facilitating U.S. investment, and prioritising bilateral trade in critical minerals-reflecting an emerging policy for supply chain industrialisation.

Environmental Licensing and Socio-Environmental Aspects of Argentine Mining

INTRODUCTION

Argentine laws and regulations on Environmental and Socio-environmental aspects of mining are the result of the interplay of the Federal system of government adopted by Argentina, as set out by the Constitution. As such, some authority rests exclusively with the Federal government, some with the Provinces, and finally there are areas where both levels of government have overlapping or complementary jurisdiction.

In addition, Argentina is a party to some international agreements that also impact this area of the law. This section aims to provide some basic guidance on how to navigate the interlocking system of regulations and jurisdictions when looking to assess a mining project in any stage of development.

DISCUSSION

This creates a patchwork of complementary authority which, in concrete, means that in environmental and socio-environmental matters a mining project must navigate different levels of permits, submissions and regulations. Currently this translates into the following:

CONCLUSIONS

Promotional Regimes Applicable to Argentine Mining Projects

INTRODUCTION

Argentina has long had a mining-specific promotional regime -the Mining Investment Law No. 24.196 ("MIL")- that provides qualifying projects with certain benefits, including: (i) fiscal stability for 30 years from the filing of a feasibility study; (ii) full deductibility of exploration expenses; (iii) accelerated depreciation of capital assets; (iv) exemptions from import duties on capital goods, inputs and spare parts; (v) VAT recovery on exploration activities; and (vi) a cap on provincial royalties at 3% of the value of the mineral at the mine mouth.

In June 2024, however, the Federal government enacted the Large Investment Incentive Regime (Title VII of Law No. 27.742, Régimen de Incentivos para Grandes Inversiones, or "RIGI") which creates a dedicated framework for attracting large-scale capital into several key productive sectors, including mining. The regime builds on the protections afforded by the MIL -applying lessons learned throughout the MIL's application over the years- and provides for the establishment of a Single Purpose Vehicle (Vehículo de Propósito Único, or "VPU") through which qualifying investments can access a significant package of fiscal, customs, foreign exchange and regulatory benefits, together with long-term stability guarantees. It seeks to provide projects of the scale typical in mining with legal and economic predictability.

DISCUSSION

The MIL is still applicable to qualifying mining projects. However, over the years, it became increasingly clear that a more encompassing, straightforward and robust mechanism was advisable to provide large scale, capital-intensive projects with additional benefits and guarantees that would make Argentina an attractive investment jurisdiction. Hence the origin of RIGI. It provides as follows:

CONCLUSIONS

Opportunities for Goods and Services Providers

EXECUTIVE SUMMARY

Argentina's mining sector is undergoing a pivotal transition. The nation's copper, lithium, gold, and silver potential is now translating into concrete investment, engineering, financing, and construction decisions. The Bases Law and the Large Investment Incentive Regime (RIGI) introduced far-reaching tax, customs, and foreign exchange incentives, together with long-term regulatory stability for adhering projects (Law No. 27,742, Title VII, arts. 164–228; stability provision at art. 201). This framework was further strengthened by the modernization of the Mining Investments Law No. 24,196 implementing regulations through Decree No. 482/2026, introducing updated rules on imports, VAT refunds, and mining service providers (Decree No. 482/2026, Annex, arts. 2, 2 bis, and 2 ter).

The shift is already visible in the project pipeline. Copper is anchored by world-class megaprojects—Vicuña, Los Azules, El Pachón, and MARA/Agua Rica; lithium combines expansions and new capacity, with Rincón already under construction; and gold and silver continue to attract investment for mine-life extensions and new developments. The opportunity extends to enabling infrastructure: power transmission and generation, water systems and pipelines, roads, railways, camps, telecommunications, and integration corridors with Chile.

For regional suppliers, the commercial window lies primarily in the execution phase. A large-scale project may require hundreds of engineering, construction, equipment, and services companies. However, participation demands a clear understanding of who holds procurement authority, how EPCM structures operate, what local content requirements each province imposes, and what corporate, contractual, and institutional presence should be established in Argentina.

Minning projects are entering the phase in which vendor lists, contracting packages, local alliances, and execution structures are being defined. Early positioning may be decisive.

Context: A Resource Portfolio Beginning to Convert into Projects

The defining feature of the current moment is not merely the scale of Argentina’s mineral resources, but the transition of multiple projects from feasibility into financeable, executable undertakings. The mining portfolio linked to the RIGI concentrates tens of billions of dollars in investment and a growing demand for engineering, construction, equipment, and services.

In copper, Vicuña—the integrated development of Josemaría and Filo del Sol, jointly controlled by BHP and Lundin Mining—has obtained RIGI adherence and is progressing toward a final investment decision for its first phase.

Los Azules, owned by McEwen Copper, also holds RIGI approval and is advancing in detailed engineering and project finance structuring. El Pachón and MARA/Agua Rica, under Glencore, complete a portfolio of major copper projects capable of sustaining a prolonged CAPEX cycle. In lithium, Rio Tinto has commenced construction of the Rincón expansion—a USD 2.5 billion project backed by a USD 1.175 billion financing package from IFC, IDB Invest, Export Finance Australia, and JBIC—while further expansions and new developments continue across Salta, Jujuy, and Catamarca. In gold and silver, the opportunity combines mine-life extensions with new developments and brownfield expansions.

Infrastructure is an integral part of the same market. For Josemaría, regulators approved an electrical expansion that includes a new 500 kV extra-high-voltage transmission line of approximately 167 km and new transformer substations to serve a projected demand of 260 MW. The long-term development of Vicuña also contemplates cross-border infrastructure in Chile—desalination, water transport, and concentrate logistics—underscoring the binational dimension of the engineering and construction needs.

The Execution Phase: Where the Risks Concentrate

When a project moves from feasibility into engineering, procurement, and construction, the risk profile fundamentally changes. It is no longer sufficient to have a favorable investment framework: the objective becomes completing the project on schedule, within budget, and to the contractually agreed performance standards. Permits, contracts, technical interfaces, and construction management become as determinative as the regulatory incentives that initially enabled the investment decision.

The following provisions warrant particular attention in the Argentine context:

For a foreign company, the practical consequence is twofold: it must offer technical, HSE, compliance, and contractual standards consistent with internationally financed projects, while at the same time avoiding the assumption of Argentine risks it cannot adequately control—certain permits, land access, and regulatory interfaces. The initial negotiation and ongoing contract administration throughout execution are essential to preserving margin, schedule, and legal position.

How Contracts Are Structured and How to Operate Locally

hub Procurement Structure: Owners, EPCMs, and Subcontractors

In megaprojects, a significant portion of engineering, procurement, and construction management is organized under EPCM structures, through international firms that design contracting packages, prequalify suppliers, administer tenders, and oversee execution. Fluor currently holds a key role in the design and management of Project Vicuña. More broadly, global firms such as Fluor, Bechtel, Wood, Ausenco, Hatch, and Worley represent the EPCM model as commonly applied in international and Andean mining. For a supplier, this implies understanding their processes for vendor registration, prequalification, HSE standards, compliance, warranties, and homologation.

Not all procurement flows through the EPCM: sponsors typically reserve strategic contracts, long-lead equipment, early works, or specific infrastructure. Accordingly, a commercial strategy must simultaneously engage three tiers: the mining owner, the EPCM/procurement manager, and the ecosystem of local contractors and suppliers. Arriving after packages have been defined reduces options; early engagement enables adaptation of the offer, inclusion on vendor lists, and formation of consortia or alliances ahead of tender.

domain Legal Structures for Presence in Argentina

The choice of legal vehicle to operate in Argentina as a services or goods provider is not a minor decision: it determines tax exposure, third-party liability, access to certain regulatory benefits, and the labor framework. The principal alternatives are as follows:

The choice among these structures depends on the anticipated volume of activity, the company’s corporate liability policy, the potential need to register as a mining service provider under Decree No. 482/2026, and the implications for Argentine income tax, value added tax, and provincial gross revenue taxes. In construction or services contracts performed in Argentina, Argentine labor law applies to workers rendering services in the country, irrespective of the employer’s nationality.

diversity_3 Local Content: From Compliance to Competitive Advantage

Provinces seek to ensure that mining development translates into local employment and procurement. San Juan tried to establish progressive targets of up to 80% local employment and 60% local supplier participation in the annual value of acquisitions and contracts, including contracts placed indirectly through contractors (Provincial Law No. 2827-M, arts. 5 and 9).

Salta has its own supplier registry and applicable regime. These rules must be analyzed on a project-by-project and province-by-province basis, whether or not are applicable.

A frequently underestimated consideration: Provincial Law No. 2827-M imposes compliance obligations on qualifying contractors and suppliers and requires the operator to demand evidence of such compliance from them. While it does not establish automatic vicarious liability of the operator for each contractor’s breach, the regulatory framework makes supply chain design a matter with its own implications, and it is advisable that contracts include flow-down provisions extending these obligations throughout the supply chain.

For a foreign company, local content need not be treated solely as a constraint—it can become a competitive advantage when market entry is planned with sufficient lead time. Partnering with local suppliers—including through a UT or other associative structures—can significantly improve the competitive positioning of a foreign provider and contribute to provincial local content objectives.

However, the structure must be designed in accordance with the requirements of each provincial regime: in San Juan, associations with local participation have specific requirements and local contracting is computed proportionally to the local member’s participation.

The modernization of the Mining Investments Law expressly recognizes mining service providers and governs their registration and access to certain import benefits (Decree No. 482/2026, Annex, arts. 2, 2 bis, and 2 ter). Additionally, the RIGI contemplates that suppliers of adhering project vehicles may access, in certain cases, exemptions linked to the importation of goods and inputs for the project.

Institutional participation completes this strategy. CAEM and provincial mining and supplier chambers are relevant forums for building relationships with sponsors, EPCMs, contractors, authorities, and prospective partners, and for anticipating procurement schedules and needs that do not always appear in full in tender documents.

The Space for Brazilian Providers

Brazil brings a combination of attributes particularly well-suited to Argentina’s current mining cycle: large-scale mining experience, engineering and construction capacity, equipment manufacturers, and an extensive services supply chain accustomed to operating complex, capital-intensive projects.

The most compelling opportunity lies not in competing for all contracting packages, but in identifying those where Brazilian expertise brings scale, technology, or capacity that the Argentine market will need to expand rapidly: large-scale civil works and earthmoving, electromechanical assembly, structures, transmission lines and substations, power generation, water pumping and treatment, pipelines, mountain roads and logistics, camps, telecommunications, equipment, automation, maintenance, and specialized services. Copper projects offer the largest future CAPEX wave; lithium presents immediate opportunities in construction and expansion; and gold and silver sustain demand for brownfield works, maintenance, and mine-life extension.

Timing is critical. Argentine copper projects are still ahead of the peak construction phase, with several finalizing engineering, permitting, financing, and contracting package definitions. Lithium already has projects under construction. Accordingly, 2026–2027 is a particularly significant window for entering vendor lists, completing homologation, building relationships with owners and EPCMs, and closing local alliances before the award of major contracts.

Conclusion: Arriving Early and Prepared

Argentina’s mining sector is no longer merely a resource portfolio—it is becoming a project portfolio. The new national framework improves the investment equation, but execution takes place in a federal environment, with provincial regulation and permitting, local development requirements, international EPCMs, and financing standards that require specific preparation.

For a foreign company, early positioning may determine whether the mining cycle is observed from the outside or whether the company integrates into the contracting chain when key decisions are made. An effective strategy combines pipeline knowledge, access to procurement channels, a properly structured local presence—in corporate, tax, and labor terms—appropriate alliances, and contracts designed to protect execution from the very first negotiation.

Critical and Strategic Minerals in Canada

INTRODUCTION

This section provides a practical overview of Canada's regulatory framework for critical and strategic minerals. It examines the legal regime, foreign investment considerations, mandatory participation requirements, and key policy initiatives shaping development of the sector.

CRITICAL AND STRATEGIC MINERALS IN CANADA

CONCLUSION

Canada's increasing focus on critical minerals presents significant opportunities, but requires navigation of a complex, multi-jurisdictional regulatory framework and evolving foreign investment rules. Early assessment of regulatory, Indigenous consultation, and national security considerations are critical to successful market entry.

Beyond Debt and Equity - The Rise of Alternative Mine Financing Structures

INTRODUCTION

This chapter highlights the growing use of joint ventures, royalties and streaming transactions as alternative forms of financing to debt and equity in the mining sector. During the commodity downturn of the mid-2010s, access to conventional financing became increasingly constrained, prompting mining companies to turn to royalties and streams as other viable means of raising capital while preserving ownership and strengthening their balance sheets. It also saw a resurgence in joint ventures, which enable parties to share funding obligations, risk and technical expertise. Each of these structures is examined briefly below.

ALTERNATIVE FINANCING STRUCTURES

compare_arrows Royalty and Streaming Agreements

Royalties and streams each provide an injection of upfront capital without diluting the project sponsor's equity ownership. The purchaser of a royalty or stream typically shares with the sponsor the economic risks and rewards associated with commodity prices, production timing, the size and quality of the mineral deposit, and processing metallurgy, while any risks tied to construction cost overruns or operational costs are borne by the sponsor. Both are long-term arrangements, most often extending over the life of the mine, but fixed royalty payments or deliveries of streamed metal are uncommon - they thus provide the sponsor wider latitude to operate the mine with a view to the long term than conventional debt obligations, under which fixed interest payments must be serviced. This makes them particularly attractive during periods of commodity price volatility. While royalties may afford the purchaser a form of registrable title to the underlying mineral property in some jurisdictions, streams are purely contractual obligations (though both can be secured against title to the underlying property or other assets). In addition, streams and royalties carry different tax treatment, consequences in insolvency, and rating agency implications.

handshakeJoint Ventures and Earn-In Structures

The use of a joint venture (JV) arrangement as a financing structure is particularly relevant where owners of early-stage projects lack the funding or technical capacity to proceed independently. A JV typically involves a mineral property owner (frequently a junior mining company) contributing mineral rights to a JV vehicle (which may be a corporation, a form of partnership, or a creature of contract), and a more senior and better-financed partner contributing capital, expertise and/or operational support. The choice of JV structure may be a function of liability, insolvency, tax and governance concerns, as well as applicable local corporate and contractual laws. Ownership interests in the JV are allocated between the parties and may evolve over time through earn-in mechanisms, under which a party acquires or increases its interest in tranches by satisfying specified expenditure commitments or achieving project development milestones. This staged approach allows investors to manage risk incrementally, with their ownership interest increasing in proportion to the capital or other value they contribute.

CONCLUSION

Why Canadian Equity Capital Markets Matter to Latin American Mining

INTRODUCTION

Canada's public equity markets - the Toronto Stock Exchange (TSX), the TSX Venture Exchange (TSX-V) and the Canadian Securities Exchange (CSE) - have become the world's most important platforms for mining finance. For Latin American projects, the Canadian markets are not simply a source of capital; they are a gateway to global visibility, investor credibility, and a financing ecosystem built specifically around the mining lifecycle, from early-stage exploration to development, construction, production, and consolidation. In addition, once a company has completed its initial "go public" process, it can then raise further required equity financing through highly streamlined prospectus or prospectus-exempt processes.

WHY THE CANADIAN EQUITY CAPITAL MARKETS ARE CRITICAL TO LATIN AMERICAN MINING

Canada's dominance in mining finance is structural rather than cyclical. TMX's mining sector data indicates that approximately 40% of the world's public mining companies are listed on TSX and TSX-V, and that TSX/TSX-V issuers accounted for 45% of all global mining financings and 32% of all global mining equity capital raised over the past five years. TMX further reports that TSX/TSX-V mining companies raised roughly US$52 billion through more than 6,400 financings in that period, and that more than 65 billion shares of mining companies traded on the exchanges in 2025 - supported by more than 250 mining-focused analysts and significant international participation in trading.

This global dominance matters acutely for Latin America. In many Latin American jurisdictions, domestic equity markets have limited appetite for exploration-stage risk, thin research coverage, and comparatively shallow pools of specialist mining capital. By contrast, Canadian markets routinely finance earlier-stage issuers and emerging-market projects. TMX has highlighted the scale of Latin America exposure in Canada: There are more than 300 TSX/TSX-V listed companies "mining in Latin America," with over 1,000 Latin American mining properties listed on the exchanges; they have together raised billions of dollars of equity capital in recent years.

Several practical features explain why Canada works so well for Latin American mining issuers. First, Canada offers a dense ecosystem of mining-specialist dealers, institutional investors, and technical advisors that can price geological, development, and political risk with greater sophistication than generalist markets. Second, TSX-V (and also CSE) is intentionally designed for junior issuers - with its tiered requirements (Tier 1 and Tier 2) tailored to different stages of development and its unique capital pool company RTO process, the exchange is positioned as a venue for earlier-stage companies that may later graduate to the TSX as they mature. Third, the Canadian system is anchored in widely respected technical disclosure standards for mineral projects, particularly National Instrument 43-101, which helps bridge credibility gaps for emerging-market assets by imposing consistent public reporting expectations.

WHAT IS REQUIRED TO GO PUBLIC IN CANADA (IPO OR RTO) AND LIST ON A CANADIAN EXCHANGE

A company becomes a Canadian reporting issuer (and seeks a Canadian exchange listing) most commonly through either (1) an initial public offering (IPO) using a prospectus, or (2) a reverse take-over (RTO) of an existing listed issuer. In either case, the resulting issuer must meet the exchange's original listing requirements and will then be subject to ongoing continuous disclosure obligations as a public company.

An Open Door: Peru's Regulatory Approach to Critical and Strategic Minerals

INTRODUCTION

This contribution outlines Peru's legal and regulatory framework for investment in critical and strategic minerals, examining the legal principles underpinning the mining regime, the treatment of critical minerals, and key developments in investment and international cooperation. Amid growing global demand for resilient mineral supply chains, Peru's open investment framework offers a distinctive approach within the region.

CONCLUSION

Peru offers a stable legal framework for critical and strategic minerals investment, grounded in constitutional principles of non-discrimination against foreign capital and a free market economy. By eschewing the interventionist special regimes common in the region, Peru provides a unique environment for the development of both upstream extraction and midstream processing.

Mining Project Finance and Capital Markets

INTRODUCTION

This contribution provides a general overview of the principal financing mechanisms available to mining companies, their access to capital markets, the role of stock exchanges in facilitating such access, and the security structures commonly used to finance mining projects in Peru.

FINANCING SOURCES

Mining projects are typically financed through a combination of the following financing sources:

SECURITY PACKAGES

As noted above, mining project financings are typically secured through security packages over the mining company's assets.

CONCLUSION

Mining companies have access to a variety of financing alternatives, each involving distinct risks and risk-mitigation mechanisms. Accordingly, each mining project should evaluate the available options and adopt the financing structure that best suits its particular needs, objectives and risk profile.

The need to allow Prior Consultation and Environmental Assessment go in parallel in the Peruvian Mining Sector

The development of mining projects in Peru requires obtaining multiple administrative permits and approvals, among which environmental certification and prior consultation with indigenous peoples are particularly relevant. However, Peruvian regulation has established a sequential framework that prevents both procedures from being carried out simultaneously. Specifically, Article 3 of Ministerial Resolution No. 403-2019-MINEM-DM provides that the prior consultation process may only begin once the corresponding environmental certification has been issued, except for the regulation established in Article 3-A regarding only the identification stage of indigenous peoples under certain mining procedures.

The purpose of this paper is to critically analyze such restriction and assess the need to allow prior consultation and environmental assessment procedures to be conducted in parallel within the Peruvian mining legal framework. The scope of the analysis includes the applicable domestic legal framework, as well as the principles of administrative efficiency, public participation, and effective protection of indigenous peoples' rights recognized under Convention No. 169 of the International Labour Organization (ILO).

Prior consultation constitutes a right recognized under ILO Convention No. 169 which was incorporated into the Peruvian legal system through Legislative Resolution No. 26253. According to Article 6 of the Convention, governments must consult indigenous peoples "whenever consideration is being given to legislative or administrative measures which may affect them directly." Likewise, consultation must be carried out in good faith and through appropriate procedures.

At the domestic level, Law No. 29785, the Prior Consultation Law, regulates the State's obligation to consult administrative measures that may directly affect the collective rights of indigenous peoples. It is worth noting that the mining sector regulations introduced a significant temporal limitation through Ministerial Resolution No. 403-2019-MINEM-DM. According to Article 3 thereof, the prior consultation process may only commence after the issuance of the relevant environmental certification and before certain subsequent mining authorizations are granted. Such regulation raises concerns from the standpoint of regulatory efficiency and effective participation. In practice, environmental assessments contain most of the project's essential technical information, including environmental impacts, mitigation measures, social management mechanisms, and operational components. However, by preventing prior consultation from advancing in parallel, the administrative process becomes unnecessarily lengthy and fragmented, delaying governmental decision-making.

It should also be noted that neither ILO Convention No. 169 nor Law No. 29785 expressly require prior consultation to begin only after the environmental assessment has been completed. On the contrary, international standards promote mechanisms for early and effective participation. In this regard, allowing both procedures to progress simultaneously could contribute to better institutional coordination, shorter administrative timelines, and more efficient integration of socio-environmental concerns from the early stages of the Project.

Moreover, the exception established in Article 3-A of Ministerial Resolution No. 403-2019-MINEM-DM demonstrates that there is legal feasibility to introduce greater flexibility into the current framework. However, such exception only permits the advancement of the indigenous people's identification stage, rather than the full prior consultation process. Therefore, it is reasonable to evaluate a regulatory reform allowing both procedures to be conducted in parallel, while simultaneously ensuring the availability of sufficient environmental information and the protection of indigenous peoples' collective rights.

CONCLUSION

The current regulatory framework applicable to the Peruvian mining sector establishes a separation between environmental assessment and prior consultation that is not expressly required under ILO Convention No. 169 or the Prior Consultation Law. Although such regulation seeks to organize administrative procedures, in practice it may generate longer timelines for mining projects.

In this context, allowing prior consultation and environmental assessment to proceed simultaneously constitutes an alternative compatible with standards of early participation, administrative efficiency, and socio-environmental conflict prevention. A future regulatory reform could contribute to strengthening both regulatory predictability and the social legitimacy of mining projects in Peru.

Tailings and Waste Rock Management

INTRODUCTION

This contribution provides a general overview of the principal rules governing the management of tailings (relaves) and waste rock (desmontes), as well as the facilities used for their disposal and storage in Peru.

TAILINGS & WASTE ROCK MANAGEMENT LIFECYCLE

CONCLUSION

Peruvian law adopts a comprehensive approach to the regulation of tailings and waste rock, covering permitting, operation, monitoring and closure. Compliance with this framework is essential not only to avoid administrative sanctions but also to minimize the environmental and safety risks associated with mining activities.

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