GABON Law and Practice Contributed by: Jean-Pierre Bozec, Project Lawyers
with Articles 174 and 175 of the Organisation for the Harmonization of Business Law in (OHADA) Uniform Act on Commercial Companies and Economic Inter - est Groups ( Acte Uniforme OHADA relatif au Droit des sociétés commerciales et du groupement d’intérêt économique ; GIE). Furthermore, the Mining Code treats any change of control over a company holding a mining authorisation or permit as a transfer of rights, which must receive approval from the Minister of Geological Resources and Mining to be valid. The only exception applies to affiliated companies that have been in existence for at least five years. All such transactions are sub - ject to the state’s pre-emptive rights, which must be exercised within a 60-day calendar period; if the state does not act within this timeframe, the transaction may proceed. 5.3 International Treaties Related to Exploration and Mining There is no specific multilateral or bilateral treaty relat - ed directly to exploration and mining. However, the Gabonese Republic is a party to several multilateral and bilateral treaties that aim to promote and protect foreign investments, and these frameworks can apply to investments in the mining sector. In particular, Decree No 0673/PR/MECIT, dated 15 May 2011 – which implements the Investment Charter – establishes Gabon’s adherence to key international investment protection mechanisms, including mem - bership with the Multilateral Investment Guarantee Agency (MIGA) to cover political risks and affiliation with the International Centre for Settlement of Invest - ment Disputes (ICSID) for dispute resolution. Gabon has also ratified the New York Convention on the Rec - ognition and Enforcement of Foreign Arbitral Awards, allowing foreign investors to enforce arbitral decisions in the country. Under the Mining Code, the state recognises, in case of dispute, arbitral awards made under bilateral agree - ments and multilateral treaties on investment, notably those of MIGA and ICSID, and arbitral awards made pursuant to the New York Convention on the Recogni - tion and Enforcement of International Arbitral Awards (concluded in 1958) under the auspices of the United
Nations – as well as decisions rendered pursuant to the OHADA Uniform Act on Arbitration. 5.4 Sources of Finance for Exploration, Development and Mining In Gabon, financing for mining activities – ie, explora - tion, development or production – mainly comes from private sources. Mining companies typically rely on equity financing from shareholders and debt financing from local or international banks to fund exploration and development. 5.5 Role of Domestic and International Securities Markets in the Financing of Exploration, Development and Mining In Gabon, the domestic and regional securities mar - kets are not yet the standard route for financing mining and exploration, although exceptions exist, notably with respect to Comilog. In March 2025, Comilog issued bonds on the region - al securities market via the Central African stock exchange ( Bourse des Valeurs Mobilières de l’Afrique Centrale BVMAC), raising XAF80,065 billion (approxi - mately USD133 million) through a multi‑tranche issu - ance. That issuance shows that, for at least some large‑scale mining companies with established opera - tions, debt via securities markets can serve as a viable source of financing. Nevertheless, this remains the exception; for most operations, traditional financing routes – equity, reinvested profits or private loans – continue to dominate. However, international securi - ties markets are indirectly involved through the list - ing of certain companies with head offices aborad, notably in Europe (Eramet for Comilog) or Australia (Fortescue for Ivindo Iron and Genmin for Reminac). 5.6 Security Over Mining Tenements and Related Assets Under Gabonese law, mining titles may be used as security when financing is required for exploration, project development or mining operations. The Min - ing Code grants large-scale exploitation permits the legal status of real property, which allows them to be encumbered as collateral, including through mort - gages, for the benefit of lenders or investors. Other mining-related assets such as equipment, extracted ore, commercial receivables or shares in the company
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