GABON Law and Practice Contributed by: Jean-Pierre Bozec, Project Lawyers
1.4 Role of the State in Mining Law and Regulations Under the Mining Code, the state may act either as a grantor-regulator or as an owner-operator, or can assume both roles concurrently. As a grantor-regu - lator, the state authorises mining activities by issuing various mining titles, such as the exploration permit (granted by ministerial order), and it defines the legal and regulatory framework applicable to the sector. It also supervises compliance and ensures that gov - ernance, environmental, fiscal and social obligations are respected. The state may also act as an owner- operator, since mineral resources are the property of the state, and it may participate in mining operations through equity interests held directly or through the state-owned company Société Équatoriale des Mines (SEM). The 2019 Mining Code requires a mandatory free- carried interest of 10% in the share capital of any company holding an exploitation permit. In addition to this non-dilutable interest, the state has the option to acquire up to 25% additional paid interest at market value. The Code also grants the state a pre-emptive right in the event of a transfer of mining titles to non- affiliated third parties. Therefore, there is a form of mandatory state participation. Moreover, Decree No 0276/PR/MM of 2 July 2024, establishing the Sov - ereign Substances Regime, provides the state with a systematic 35% non-dilutable free participation in companies operating large-scale mines of sovereign substances, further strengthening the state’s role as both regulator and participant in mining projects. 1.5 Nature of Mineral Rights In Gabon, mineral rights have a constitutional and legal foundation. Indeed, the Constitution of the Gab - onese Republic, adopted in 2024, affirms the state’s sovereignty over all natural resources in its soil and subsoil, including mineral substances, which is the constitutional basis for mining rights. The rights to explore and exploit minerals do not arise from private property rights over land, but from legis - lation, namely the Mining Code. Under the Code, all mineral substances contained in the soil and subsoil belong to the state, which may grant mining titles to operators. Anyone wishing to carry out mining activi -
ties must obtain a mining title (exploration permit or exploitation permit), which is granted by the state under the rules defined by the law. Once granted, these titles are often formalised by a mining convention between the state and the min - ing company, which sets out the specific rights and technical, fiscal, environmental and social obliga - tions. Thus, mineral rights in Gabon derive primarily from law, but their detailed conditions and exercise are governed by mining conventions ( conventions minières ) concluded with the state. These titles grant holders an exclusive right of use and exploitation, and transfer private ownership only of extracted mineral ore. The Mining Code clearly distinguishes the min - eral resources in the soil and sub-soil (which remains the property of the state) from the right to exploit the extracted minerals – which, once extracted, become the property of the operator under the terms of the mining convention. 1.6 Granting of Mineral Rights In Gabon, the authority responsible for granting min - eral rights is exclusively national. The granting process begins with an administrative act, such as a ministerial order or, in the case of large-scale operating permits or a permanent quarry-operating permit, a decree from the President of the Republic. The detailed con - ditions of exploitation are then governed by a mining convention, which establishes a contractual relation - ship between the state and the holder of the permit or mining title, in accordance with the provisions of the Mining Code. Depending on the type of mining right, the granting authority may be either the Ministry responsible for Mines or the head of state. 1.7 Mining: Security of Tenure The Mining Code governs mining tenure in Gabon, establishing clear rules for the granting, duration, renewal, progression and transfer of mining titles. For reconnaissance (prospection) activities, a prospec - tion permit is required. It is granted by the Minister responsible for Geological Resources and Mining for a non-renewable one-year period and covers a limited area. Foreign companies may obtain this permit only if they maintain a registered branch in Gabon.
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