President of Brazil, Luiz Inácio Lula da Silva signed into law, on 09/16/2026, Bill No. 2780/2024, which establishes the National Policy on Critical and Strategic Minerals (PNMCE). The bill had already been approved by the Federal Senate on 09/02/2026 without substantive amendments to the text passed by the parliament (approved on 05/06/2026), with only drafting amendments having been adopted. With the full presidential signature and no vetoes, the measure was enacted as Law No. 15,506 of 2026.
On the same date, Decree No. 13,118/2026 was published, which regulates Law No. 15,506/2026, to establish provisions regarding the National Council for the Industrialization of Critical and Strategic Minerals (CIMCE), and to create the Advisory Group on Critical and Strategic Minerals.
General Overview of the PNMCE
The PNMCE’s purpose is to promote research, mining, processing, mineral transformation, and urban mining of critical and strategic minerals in a sustainable manner, with a view to economic security, the energy transition, and national sovereignty. The statute defines:
- Critical minerals: resources essential to key economic sectors whose availability is or may be at risk of supply disruption (energy transition, food security, sovereignty, and national security); and
- Strategic minerals: significant resources derived from substantial reserves, essential to the economy, technological and regional development, or the reduction of emissions (art. 2).
The list of critical and strategic minerals is not included in the statute: it will be defined and updated every four years by the CIMCE (National Council for the Industrialization of Critical and Strategic Minerals), which will be linked to the Office of the President. As defined by Decree No. 13,118/2026, the CIMCE will be composed of the following structure:
- Plenary: highest body for policy formulation, strategic guidance, planning, and issuance of CIMCE regulations. Composed of 13 Ministers of State and 4 external representatives, with voting rights;
- Executive Committee: body responsible for decisions on specific matters within the CIMCE’s competence, subject to applicable legislation and the guidelines and rules established by the Plenary. Composed of one representative from 7 Ministries, with voting rights;
- Executive Secretariat: body responsible for administrative organization, coordination, case processing, and technical and administrative support to the Plenary and the Executive Committee. It will operate within the Ministry of Development, Industry, Trade and Services as a technical-administrative support structure for the CIMCE.
The competencies and details regarding the CIMCE’s operations are set forth in the Decree.
M&A and Corporate Transactions: Screening and Approval by the CIMCE
The most relevant aspect of the PNMCE for mergers and acquisitions is the creation of a screening and approval mechanism by the CIMCE, in conjunction with the ANM (National Mining Agency) (art. 3, §2). The following transactions will now require approval:
- change of corporate control, whether direct or indirect, including through corporate reorganization, of a company holding mining rights to critical and strategic minerals (subsection I);
- access to geological information of strategic interest or material participation/significant influence by foreign legal entities (subsection II);
- international contracts, agreements, or partnerships involving the supply of critical and strategic minerals under conditions that may affect the country’s economic or geopolitical security (subsection III);
- sale, assignment, or encumbrance of mining titles granted by the Federal Government (subsection IV).
The CIMCE will be the body responsible for approving changes of corporate control (art. 41, III, b).
Key concern: Law No. 15,506 does not amend the Mining Code or art. 176, §3, of the CRFB/1988. Under the current regime, art. 55, §1, of the Mining Code conditions the assignment of a mining title on prior consent from the ANM, while art. 81 subjects other corporate changes to a mere duty of notification and filing. The PNMCE establishes its own regime, without express harmonization with the existing one, which creates the coexistence of two potentially conflicting regimes and may produce uncertainties regarding the applicable procedure.
Furthermore, the maintenance of the approval requirement and the absence of a statutory deadline for a decision or deemed approval grant the CIMCE broad discretion, which counsels caution in structuring transactions involving critical and strategic minerals.
PNMCE Overview – Controls vs. Incentives
Screening / ApprovalM&A transactions, international contracts, and assignment of mining titles are subject to CIMCE + ANM review. No statutory deadline for a decision.
CNPMCE – Mandatory RegistryNational Project Registry integrated with SIGMINE. A prerequisite for accessing any public incentive.
Full Traceability (art. 44)The entire supply chain – intermediaries, trading companies, and purchasers – subject to tracing.
Mandatory Revenue Allocation0.3% of revenue for R&D&I + 0.2% for FGAM shares in the first 6 years; thereafter 0.5% of revenue.
Mineral Exploration – 10-Year CapNon-extendable 10-year deadline for mineral exploration (art. 35).
Federal Govt. shareholder
Tax credit
2030-2034
PFMCE – Incentive ProgramTax credit up to 20% via CSLL; cap R$ 1 bn/year (2030-2034); competitive.
FGAM – Guarantee FundFederal Govt. shareholder up to R$ 2 bn; guarantee mechanism to enable projects.
Incentivized DebenturesIssuance authorized for companies with annual revenue up to R$ 5 bn.
Streaming and Private RoyaltiesContracts registrable with the ANM; use as collateral in financings.
CMBC + Auctions + RNMCEVoluntary low-carbon certificate; priority auctions by the ANM (up to 2 years); National RD&I Network.
CIMCE Review Procedures
4 Classification Triggers (art. 3, §2)
Direct or indirect, including corporate reorganization, of a holder of mining rights to critical/strategic minerals
Strategic geological information OR material participation / significant influence by foreign entities
Supply partnerships that may affect economic or geopolitical security
Sale, assignment, or encumbrance of titles granted by the Federal Government
Approval by the CIMCE
jointly with the ANM
(art. 3, §2; art. 41, III, b)
NO STATUTORY DEADLINE
for a decision
60-day amendments and deemed approval were REJECTED.
APPROVED
Transaction proceeds normally
NOT APPROVED
Undefined effect (open question)
Offtake and Supply Contracts
The PNMCE subjects to CIMCE screening international contracts, agreements, or partnerships for the supply of critical and strategic minerals that may affect the country’s economic or geopolitical security (art. 3, §2, III).
In addition to the screening, the regulations may impose obligations to provide information on volume, destination, ultimate beneficiary, corporate chain, degree of processing, mineralogical composition, and economic use of minerals destined for export (art. 8, III). These obligations may reach both existing and future offtake contracts.
On the other hand, tax credits may be granted to those entering into long-term contracts (minimum 5 years) for the purchase of processed products (art. 18, §9), which is relevant for structuring offtakes linked to priority projects.
It should be noted, however, that the submission of international supply contracts to CIMCE screening may affect timelines and closing conditions of negotiations with foreign counterparties.
Screening of international contractsSupply contracts/partnerships that affect economic or geopolitical security are subject to CIMCE approval (art. 3, §2, III).
Full traceability (art. 44)Entire supply chain subject: intermediaries, trading companies, and purchasers.
PFMCE – incentive for long-term contractsTax credit for those entering into long-term contracts (min. 5 years) for the purchase of processed products (art. 18, §9).
Export of Critical and Strategic Minerals
The PNMCE does not create a new Export Tax rate nor prohibit sales abroad. However, it authorizes the regulations to set parameters, technical requirements, and value-addition commitments linked to exports (art. 8, I), as well as preference or prioritization criteria for projects that internalize stages of the production chain (art. 8, II).
The amendment that sought to remove from the Executive the ability to tax the export of mineral goods was not adopted (amendment no. 14), which preserves the regulatory space for the eventual adoption of restrictive measures or mandatory value-addition requirements.
The reporting obligations set forth in art. 8, III apply equally to exports, and the regulations may require information on volume, destination, ultimate beneficiary, corporate chain, degree of processing, mineralogical composition, and economic use of exported minerals.
Regulatory parameters (art. 8, I)Regulations may set technical requirements and value-addition commitments linked to exports.
Reporting obligations (art. 8, III)Report: volume, destination, ultimate beneficiary, corporate chain, degree of processing, mineralogical composition, and economic use.
What Comes Next
With the enactment of the National Policy on Critical and Strategic Minerals, the following points are decisive for the application of the statute:
(i) Definition of the list of critical and strategic minerals (CIMCE competence);
(ii) Screening criteria for M&A transactions, supply contracts, and exports (art. 3, §2);
(iii) Export rules, technical requirements, and value-addition commitments (art. 8);
(iv) Charter and operationalization of the Mining Activities Guarantee Fund;
(v) Regulation of the other instruments provided for by the PNMCE under the Critical and Strategic Minerals Incentive Program and qualification of priority projects.
(vi) Establishment of the CIMCE Internal Rules of Procedure.
Access the legislation here: Law No. 15,506/2026 and Decree No. 13,118/2026.
Our mining law team is available to clarify any questions and provide legal support on this matter.