Corporate M and A 2026

GHANA Trends and Developments Contributed by: NanaAma Botchway, Achiaa Akobour Debrah and Alexander Calloway, N. Dowuona & Company

actions include Kinross’s divestment of its Chirano mine interest to Asante Gold for USD225 million; New - mont’s sale of the Akyem mine to Zijin for up to USD1 billion; Engineers & Planners Company Ltd’s USD100 million acquisition of Azumah Resources Ghana Ltd and Upwest Resources Ltd, which brought the Black Volta and Sankofa projects under full Ghanaian own - ership; and Galiano Gold’s USD170 million acquisition of Gold Fields’ 45% stake in Asanko, increasing its ownership to 90%. Deal execution has become noticeably more disci - plined in response to the government’s increasingly interventionist approach. In April 2025, the Miner - als Commission rejected Gold Fields’ application to renew the Damang mine lease and instead granted a 12-month transitional lease under joint management. This decision sent a clear message that automatic licence renewals can no longer be assumed. Dispute risk has also risen. Cassius Mining has brought a USD300 million claim against the govern - ment over the non-renewal of its prospecting licence for the Gbane gold project. More recently, Blue Gold Holdings and Future Global Resources commenced arbitration under the UK-Ghana bilateral investment treaty, alleging unlawful termination of a mining lease and reallocation of the mine to a third party. Together, these matters highlight heightened risks relating to licensing, project delivery, and governmental approv - als. These dynamics are feeding directly into deal terms. Transactions now show increased sensitivity to regu - latory approvals and milestones. In Newmont’s Akyem transaction, for example, a USD100 million contingent payment was explicitly linked to Parliamentary ratifi - cation of the mining lease renewal. In some cases, regulatory uncertainty has led to transactions being paused altogether. The proposed Gold Fields and AngloGold Ashanti joint venture to combine the Tark - wa and Iduapriem mines, which would have created a 900,000-ounce annual producer, was shelved in May 2025 after failing to secure government approval ahead of the 2024 elections. The enactment of the Ghana Gold Board Act, 2025 (Act 1140) established the Ghana Gold Board (GOLD -

BOD) as the sole legal entity authorised to buy, sell, assay, and export artisanally mined gold. Dealmakers targeting aggregator models or mining-adjacent sup - ply chains must now carefully diligence the legality of trading arrangements and counterparties under this new centralised framework. Critical minerals Beyond gold, the global energy transition is driving increased demand for critical minerals, and Ghana is positioning itself to play a leading role. The Ewoyaa lithium project in the Central Region has become emblematic of Ghana’s ambitions in transition metals. Atlantic Lithium’s subsidiary, Barari DV Ghana Lim - ited, received its mining lease in October 2023 and an operating permit in 2024, although Parliamentary rati - fication remains pending. The previous government withdrew the lease following civil society concerns over royalty rates, and revised terms featuring higher sliding-scale royalties have now been approved by Parliament, aligned with the recently adopted Minerals and Mining (Royalty) Regulations, 2025. For dealmakers, Ewoyaa has underscored that critical minerals projects in Ghana sit at the intersection of community expectations, fiscal policy, and Parliamen - tary politics. These factors must be priced, undergo due diligence, and be allocated in transaction docu - mentation rather than treated as background risk. Acquirers must also assess the potential impact of proposed amendments to the Minerals and Mining Act 2006 (Act 703), which remain under consultation. These amendments would reduce maximum mining lease terms from 30 to 15 years, cap stability agree - ments at five years for fiscal matters only, and expand ministerial approval requirements to include joint ven - tures, net smelter return royalties, and similar arrange - ments. Local content requirements under the Minerals and Mining (Local Content and Local Participation) Regu - lations, 2020 (L.I. 2431), now supported by a procure - ment list exceeding 50 categories, add another layer of compliance that must be embedded into transac - tion structuring and operational planning.

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