Mining 2024 Comparisons

Angola is one of the most mineral resource rich countries in the world, with substantial deposits of diversified minerals, including diamonds, gold, iron ore, phosphates, copper, manganese and rare earths. Still, a very significant part of the country’s mineral deposits remains unexplored, creating great opportunities for further investment.

The in-depth legislative reform promoted by the government in 2018–20 to attract investment in the industry to the benefit of investors, the state and the Angolan population has already shown signs of return by attracting major mining companies to reinvest in Angola.

Angola is now the sixth largest diamond producer in the world, with a production target of 10–15 million carats in 2023. The largest Angolan diamond found in the last 300 years, a pink diamond of 170 carats, was discovered in 2022 in an alluvial diamond project and named “Rosa do Lulo”.

Although most investment has been directed to diamonds, investors have also been showing interest in other minerals, such as gold, copper and rare earth minerals.

The government is also determined to promote local beneficiation. The launch of the Saurimo Diamond Development Pole set the cornerstone for this venture. With an initial investment of around USD77 million, the pole covers an area of more than 300,000 metres in the eastern province of Lunda Sul and includes diamond cutting facilities as well as training centres and shopping facilities.

Angola has a civil law legal system.

The Mining Code, approved by means of Law 31/11, of 23 September 2011, contains most of the rules governing the mining industry and mineral operations, from exploration to processing and marketing of all types of minerals.

In addition to the Mining Code, there are other legal statutes governing the mining sector, notably the following:

• Angolan National Bank Order 2/23, of 9 February 2023, which approves the foreign exchange regime applicable to the mining sector;
• Joint Executive Decree 536/22, of 25 October 2022, which approves the fees and charges applicable to the Mining Sector;
• Presidential Decree 161/20 of 5 June 2020 (as amended by Presidential Decree 6/22, of 12 January 2022), which establishes the National Agency for Mineral Resources;
• Presidential Decree 143/20, of 26 May 2020, which approves the Governance Model for the Mining Sector;
• Presidential Decree 85/19 of 21 March 2019 (as amended by Rectification 18/19, of 28 June 2019), which approves the regulations for semi-industrial mining of diamonds;
• Presidential Decree 35/19 of 31 January 2019 (as amended by Rectification 11/19, of 8 May 2019), which approves the technical regulations for the marketing of rough diamonds;
• Presidential Decree 175/18 of 27 July 2018, which approves the new rough diamonds marketing policy;
• Executive Decree 346/17 of 14 July 2017, which sets forth the criteria for delimitation of concession areas for exploitation of construction materials;
• Joint Executive Decree 316/17 of 27 June 2017, which approves the list of equipment (for use in exploration and mining activities) exempted from customs duties and fees;
• Presidential Decree 231/16 of 8 December 2016, which classifies rare metals and rare earth elements as strategic minerals;
• Presidential Decree 158/16 of 10 August 2016, which sets forth administrative offences and relevant penalties; and
• Order 255/14 of 28 January 2014, of the Ministry of Geology and Mines, on monitoring of posting of bonds and payments of surface fees and royalties under the Mining Code.

Under the Angolan Constitution, natural resources are the property of the state. The rules for award and exercise of mineral rights are mainly governed under the Mining Code (approved by the Angolan National Assembly) which emphasises that all the mineral resources found in the soil, subsoil, territorial sea, continental shelf, exclusive economic zone and other areas of the territorial or maritime domain under the jurisdiction of the Republic of Angola are originally owned by the state.

Minerals and mining products mined and extracted in accordance with the rules of the Mining Code and ancillary legislation become the property of the holders of the relevant exploration and mining titles.

The state is the original owner of mineral resources found in the Angolan territory. Yet, all mineral projects are developed by private entities or individuals under a mineral investment contract and/or licence.

The state has the right to participate in mineral projects through:

• a state-owned company with a participating interest of at least 10% in the company to be incorporated for the mining phase; and/or
• a participation in kind (minerals produced) in proportions to be defined throughout the production cycles, with the state participation increasing in line with the increase in the Internal Rate of Return (IRR).

Mineral rights are awarded by the state to private entities or individuals by means of a mineral investment contract and/or licence, depending on the industrial/semi-industrial/artisanal nature of the operations and the type of minerals to be explored. In most cases, a mineral investment contract must be entered into between the state and the investor to define the terms and conditions for award and exercise of mineral rights.

Mineral rights are autonomous and shall be treated as legally separate from other rights, including the right of ownership of the soil where they are exercised and of the assets existing thereat, and may only be pledged to secure credits contracted by the relevant holder of mineral rights to finance the geological-mineral activities covered by the concession title.

Mineral rights can be awarded following a public tender procedure launched by the ministry responsible for the mining sector or voluntary application. The relevant awarding entity will be determined based on the type of mineral and the industrial, semi-industrial or artisanal nature of the mineral operations (Head of the Executive Branch or Minister of Mineral Resources, Petroleum and Gas).

Public tender is mandatory when, in light of studies conducted or approved by the body responsible for geology, the area is considered to be of great geological potential. It is also mandatory for the awarding of mineral rights for strategic minerals. Minerals are classified as “strategic” if warranted by their economic importance, use for strategic purposes, or specific technical mining aspects. The mineral’s rarity, relevant impact on economic growth, high demand on the international market, significant job creation, importance for state-of-the-art technology, positive influence on the balance of payments or importance to the military industry are deemed as fundamental factors to be weighted by the executive branch when classifying a mineral as strategic. Diamonds, gold and radioactive minerals are expressly defined as strategic minerals in the Mining Code and rare metals and rare earth elements were also defined as strategic minerals in Presidential Decree 231/16 of 8 December 2016.

If no public tender is required, mineral rights shall be awarded on a first come, first served basis, provided the applicant has the technical and financial qualifications required to carry out the mineral activities applied for and commits to observe the environmental requirements established by law.

The award of mineral rights at an industrial scale is subject to the negotiation of a mineral investment contract to be negotiated between the National Agency for Mineral Resources and the investor on a case-by-case basis with detailed operational, economic, and fiscal terms and conditions (from exploration to mining and marketing). Semi-industrial and artisanal projects are awarded by means of simplified application procedures.

The award of mineral rights must be published in the Angolan Official Gazette.

Investor Rights

Pursuant to the Mining Code, holders of mineral rights have the following statutory rights (amongst others):

• to obtain the geological-mineral information available on the concession area, or to consult such information;
• to obtain the collaboration of the administrative authorities for the execution of field work and for the creation of rights of way, under the terms of the law;
• to use surface and underground waters in the vicinity of the concession area, which are not exploited or covered by any other specific mining title, without prejudice to the rights of third parties and in compliance at all times with the mineral legislation;
• to build and set up the infrastructures and facilities needed for execution of the geological-mineral activities;
• to use, under the conditions imposed by the applicable laws and regulations, the land demarcated for the installation of mineral facilities, buildings and equipment;
• to alter, in accordance with the work plans and programmes approved and to the extent required for the carrying out of mineral operations, the natural lie of the areas covered by the concession;
• to carry out the geological-mineral activities necessary for execution of the approved work plans, without limitations other than those deriving from the legal rules, the concession contract or the order of the body responsible for the mining sector;
• to extract, transport and dress the mineral resources covered by the contract, under the law;
• to dispose of the mineral resources extracted and to market the same, under the terms of the law;
• to recover from the mining proceeds the investment expenses incurred during the reconnaissance, exploration, evaluation and appraisal stage; and
• to receive compensation for such losses as may result from any actions limiting the exercise of mineral rights, under the terms of the law or the concession contract.

Rights to Progress from Exploration to Mining

The Mining Code enshrines a single-contract regime pursuant to which mineral rights are awarded for all stages of the operations. However, to progress from exploration to mining stage, holders of mineral rights are required to prepare and submit a technical, economic and financial feasibility study for review and approval by the state.

Minerals Rights Duration

Exploration, evaluation and reconnaissance rights may be awarded for an initial period of up to five years extendable for successive one-year periods up to a maximum seven years. If the seven-year period proves insufficient to prepare or complete the feasibility study, the holder of the mineral rights may apply for and be granted an exceptional one-year extension. Mining and marketing rights are awarded for a period of up to 35 years (including the exploration and appraisal stage) extendable by one or more ten-year periods.

Different rules apply to semi-industrial and artisanal mining and the exploration and mining of construction materials and mineral waters.

Suspension and Termination of Mineral Rights

Mineral rights can be suspended by order of the Ministry responsible for the mining sector in the event of serious risk to the life and health of the populations, to the safety of the mines, to healthy conditions in the workplace, to the environment, wildlife and flora, or as a penalty provided for in the Code or ancillary legislation.

Termination of mineral rights can occur upon agreement between the state and the investor, expiry of the relevant term, redemption or termination of the mineral investment contract or revocation of exploration/mining titles. In addition to the other termination events that may be established in the mineral investment contracts (where applicable), mineral investment contracts or exploration/mining titles may be terminated in the following instances:

• a termination or withdrawal is triggered under specific contractual clauses;
• the project becomes technically or economically unviable;
• a breach of legal obligations, contractual obligations or obligations arising from the concession title;
• the abandonment, suspension or reduction of the mineral operations, except as provided for in the Mining Code, the title or the contracts;
• the suspension of mineral operations owing to force majeure events, as defined in the contract or concession title;
• the concession holder is convicted of a crime of aggravated contempt because it failed to perform acts provided for in the Mining Code or ordered by the relevant authority;
• the reconnaissance, exploration, evaluation and appraisal or mining of mineral resources not included in the contract or concession title; and
• the performance of the contractual obligations is not possible.

Assignment of Rights

Assignment of rights is subject to government approval and shall only be conceded if the assignee satisfies the technical and financial qualification requirements established by the government for award of mineral rights.

Dispute Resolution

The Mining Code is silent on the proper venue to resolve disputes, leaving it up to the dispute resolution clauses of mineral investment contracts. Contracting parties tend to include arbitration clauses in their agreements; however, disputes arising from the termination of the concession contract or withdrawal of the concession title, overlapping areas, or compensations due to landowners or possessors by the holders of mineral rights must be resolved by national courts, and disputes on the significance or insignificance of minerals extracted during the reconnaissance, exploration, evaluation and appraisal stage for the purpose of assessment of the relevant tax should be settled by the Minister responsible for the mining sector.

The main requirements for environmental protection can be found in the Mining Code and are usually detailed under the mineral investment contract, including provisions on environmental impact, preservation, recovery and rehabilitation. In addition to the Mining Code, holders of mineral rights must comply with the general environmental statutes, including:

• the General Environmental Law;
• the General Regulations for Environmental Impact Assessment and Environmental Licensing Procedure;
• the Decree on Environmental Audits;
• the plans for the use of water; and
• the waste management plan and control of hazardous substances.

National and regional sector strategy and programmes in the fields of environment and sustainable development, as well as the international instruments to which Angola has committed, for example, the Rio Convention on Biodiversity 1992, the Montreal Cartagena Protocol on Biosafety to the Convention on Biological Diversity 2003, the Agenda 21, and the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and Their Disposal 1989.

Projects which, by their nature, scale or location, affect the environmental and social balance and harmony must be subject to an Environmental Impact Assessment (EIA).

Holders of mineral rights are especially required:

• to comply with the obligations deriving from the environmental impact study and the environmental management plan, on the terms established therein;
• to take the measures necessary to reduce the formation and propagation of dust, waste and radiation in mining areas and surrounding areas to prevent or eliminate the contamination of waters and soil, using appropriate means to that end;
• not to reduce or in any other way prejudice the normal water supply to populations;
• to carry out mineral operations so as to minimise damage to the soil;
• to reduce the impact of noise and vibrations to acceptable levels as determined by the relevant authorities, when using explosives in the vicinity of settlements.
• not to discharge in the sea, water currents and lagoons contaminant waste which is harmful to human health, wildlife and flora; and
• to inform the authorities of any occurrence that has caused or may cause environmental damage.

The government may exclude or restrict the carrying out of geological-mineral activities within certain areas to ensure the harmonious development of the national economy and protect the national security, wildlife, flora and the environment. To date, the government has not made use of such prerogative.

The Mining Code expressly sets forth that mining policies must always consider the traditions of local communities and contribute to their sustainable economic and social development. Expressions of such principle of protection of local communities are found in several provisions of the Mining Code, including:

• holders of mineral rights having a duty to always take into account the traditions of the communities in the areas where mineral activities are carried out;
• creating consultation procedures allowing the local communities affected by mineral projects to take an active part in decisions relating to protection of their rights;
• having the right of relocation whenever the communities lose their houses as a result of mineral activities; and
• ensuring the employment and training of Angolan technicians and workers, with preference being given to those residing in the areas of the mineral concession.

There are also protective local content provisions in the Mining Code aimed at protecting local entrepreneurs and promoting local businesses, benefiting from a statutory preferential right in procurement procedures for the provision of goods and services to the mining industry.

Local communities must be consulted during the preparation of the environmental impact assessment and before any decision that may affect their living conditions or rights. This consultation is mandatory for projects that can potentially destroy or damage assets or cultural or historical heritage belonging to the local community. Holders of mineral rights must relocate, at their expense, any local community that is displaced as a result of mining operations, and all traditions and practices of local communities must be considered in the resettlement process.

Without prejudice to the above, in planning the mineral activities, the Executive shall provide for effective measures for sustainable economic development and protection of the lawful rights and interests of the local communities, as well as the development of national human resources.

There are no specially protected communities with respect to mining projects under Angolan law. The local content rules found in the Mining Code are aimed at protecting local communities at large and shall apply to all Angolan nationals, entities or populations residing in the concession area (as applicable).

Community development agreements for mining projects are not mandatory by law nor are they a common practice in Angola.

ESG guidelines and regulations are scattered in different provisions of the Mining Code, ancillary industry-specific legislation and general laws and regulations. ESG provisions can also be found in mineral investment contracts, which usually include guidelines and principles on environment protection/preservation, human resources and business ethics.

The ESG concerns are made clear by the requirements for holders of mineral rights to conduct mineral activities under strict environment regulations, comply with the applicable local content policies on recruitment and training Angolan nationals, procure local goods and services, ensure the involvement of local communities, abide by local laws and regulations, combat corruption and adopt the best business ethics practices.

Examples of the positive impact of mineral activities in local communities are associated with social projects implemented by the holders of mineral rights in the villages around the mines (building of infrastructures, roads, water and electricity supply to the benefit of the local communities) and the increase in jobs available to local communities.

Examples of negative impacts are usually linked with reportedly unsatisfactory working conditions, human rights violation events or damage to the environment.

Climate change is on the agenda of the Angolan government but has not yet (directly) impacted the mining industry.

Angola has not yet passed specific climate change legislation related to mining. There is, however, a growing concern surrounding climate change which has led to the ratification of several international climate change conventions, namely the United Nations Climate Change Convention (UNFCCC) in 2000 and the Kyoto Protocol in 2007, reaffirming Angola’s commitment to the implementation of measures and programmes to stabilise greenhouse gas (GHG) emissions. In May 2000, Angola ratified the Montreal Protocol to the Vienna Convention. Angola is also a signatory to the Paris Agreement, the United Nations Convention on Combating Drought and Desertification (UNCCD), the Convention on the Conservation of Wild Migratory Species (CMS), the Convention on Biological Diversity (CBD) and the Stockholm Convention on Persistent Organic Pollutants (POPs). Angola is also part of the Law of the Sea Convention. Most of the conventions continue to be implemented by Angola, through the Ministry of Culture, Tourism and Environment (MCTA), within the scope of the commitments assumed at international level to contribute to the protection of life on planet earth.

The Angolan National Commission on Climate Change and Biodiversity (CNACB) was recently established with a specific mandate for climate change. The CNACB is composed of several entities, including the ministries of petroleum, transport, higher education, science and technology, health, and agriculture and fisheries, under the co-ordination of the ministerial department responsible for the environment and was in charge of preparing Angola’s participation in the COP 28.

The are no relevant sustainable development initiatives related to mining in Angola. There is, nevertheless, a clear constitutional and statutory principle of sustainable exploitation of mineral resources in strict compliance with the rules on safety, economic use of the soil, rights of the local communities and the protection of the environment, to the benefit of the national economy, local communities and future generations, which has been publicly reinforced during the course of 2023.

As global priorities shift and new technologies such as electric vehicles (EV), battery storage and green energy take preference, rare earth minerals found in countries such as Angola are expected to play a critical role. The Angolan government is focused on the strategic positioning of the country as one of the major mineral resource-producing countries and a key player in the global energy transition.

In 2016, the government classified rare metals and rare earth elements as “strategic minerals” along with diamonds, gold and radioactive minerals. However, apart from such classification, the government has not yet introduced new legislative initiatives to promote investment in energy-transition minerals.

The mining sector is subject to a special tax regime established in the Mining Code (applicable to all national and foreign investors), as follows.

Industrial Tax (Income Tax on Mineral Activities)

The tax rate currently in force is 25%.

For the purposes of determining taxable income, the following are among the factors considered as tax deductions in addition to those provided for in the general tax law:

• costs of exploration;
• evaluation and reconnaissance; and
• contributions to the Mining Development Fund.

Royalty (Tax on the Value of Mineral Resources)

The tax rates currently in force are as follows:

• strategic minerals (including industrial diamonds) and precious metals and stones – 5%;
• semi-precious stones – 4%;
• metallic minerals, semi-industrial and artisanal diamonds – 3%; and
• construction materials of mining origin and other minerals – 2%.

Surface Fee (Fee Levied on the Concession Area Awarded Payable during the Exploration Phase)

The surface fee value varies according to the size of the concession area, the type of mineral explored and the exploration year in question and can range from USD2 to USD40 per square kilometre. These amounts are doubled in the event of an extension of the exploration period.

Holders of mineral rights are subject to other taxes or charges payable by law in respect of activities that are supplemental or incidental to the activities (eg, employment tax).

Holders of mineral rights can apply for tax incentives in the form of (industrial tax) deductible costs, investment premiums (uplift), grace periods for the payment of income tax and any other type of tax incentive provided for in the law. The application for tax exemptions is discussed and negotiated during the contractual stage of the investment procedure with the Negotiations Committee (in this case the Negotiations Committee must have a member from the Ministry of Finance).

Incentives may be granted for projects with impacts on the Angolan economy, namely acquisition of supplemental goods and services on the local market, carrying out of mineral activities in remote areas, contribution to the training and development of local human resources, carrying out research and development activities in co-operation with Angolan academic and scientific institutions, local processing and dressing of minerals or significant contribution to increase exports.

The government may also authorise special tax and customs exemptions for Angolan companies exclusively engaged in the processing, dressing and cutting of minerals extracted in the country.

Investors often seek tax stabilisation under their mineral investment contracts. However, tax stabilisation is seldom granted.

Direct and indirect transfers or sales of mineral rights/mining assets (including by means of M&A operations in and/or outside the country) may trigger the assessment of capital gains under the general rules of the Investment Income Tax Code.

Over the past six years, the Angolan government has made several political, economic and legal reforms to facilitate and attract investment in the country. Particularly in the mining sector, the government has undertaken several initiatives to enhance the sector’s performance, competitiveness and transparency with the establishment of a new governance model, new policies and regulations for the marketing of rough diamonds and a new foreign exchange regime applicable to the sector.

The opportunity to negotiate special tax incentives and benefits, the detail of the data available to the investors – as a result of the works of the National Geology Plan (PLANAGEO) for mineral-geological investigation – and the variety and quality of the Angolan portfolio of minerals with significant potential for economic return have been attracting investors from all over the world.

Investment in the mining sector is subject to the special investment regime established in the Mining Code. There are no limitations to foreign investment, although additional formalities must be complied with by foreign investors in the import of investment capital and export of dividends and profits. Such additional formalities have, nonetheless, been eased with the approval of the new foreign exchange regime applicable to the sector.

The exceptions to the above principle are diamond artisanal production, which may only be granted to Angolan citizens, and diamond semi-industrial mining, civil construction or mining rights of mineral-rich waters, which may only be granted to companies organised under Angolan law in which Angolan citizens hold at least ⅔ of the capital.

Angola has signed bilateral investments treaties or memorandums of understanding for commercial co-operation with a number of countries, including Brazil, Cape Verde, Congo, Cuba, France, Germany, Guinea Bissau, Italy, Japan, Mozambique, Namibia, Portugal, the Russian Federation, São Tomé e Príncipe, Spain, South Africa, Switzerland, Turkey, United Arab Emirates, and the United Kingdom (not all of these treaties are yet in force).

In addition to the above, bilateral co-operation treaties for the mining sector have been entered into with Cuba, the Democratic Republic of the Congo, Mozambique, Portugal, South Africa, Russia and the United States of America.

Holders of mineral rights (or relevant shareholders) generally fund their mining activities in Angola with private equity, shareholders’ loans or direct loans from foreign banks. The implementation of alternative funding mechanisms (streaming and royalty agreements) is still significantly impaired by the existing foreign exchange and marketing regulations.

Angola’s securities market is finally ramping up with significant operations successfully completed in 2023. Nevertheless, investors usually raise funds overseas through private equity or in international security markets to invest in minerals exploration and mining projects.

Mineral rights may only be pledged to secure credits contracted by the holder of mineral rights to finance mineral activities covered by a mineral investment contract or exploration/mining title. To that effect, the pledgee must be provided with an authentic copy of the title and the mineral investment contract.

In pledging its mineral rights, the holder of mineral rights shall forfeit neither the possession nor the exercise of the mineral rights pledged, being likewise bound to comply with all legal and contractual obligations. The mineral rights pledged shall not be transferred by the relevant holder, nor encumbered again, without the prior express authorisation of the pledgee.

Enforcement of the pledge (transfer of the mineral rights in the event of default) is subject to governmental approval.

Angola keeps committed to implementing a diversification strategy aimed at reducing the country’s dependence on oil, while developing gas and renewable energy, building on its current strength in diamond production and exploring the country’s rare earth and other energy transition minerals’ potential. As an example, a new foreign exchange regime applicable to the mining sector was enacted in 2023, inter alia allowing external investing entities – in which Angolan SPVs are included – to open and operate bank accounts abroad, including escrow accounts, without the previous authorisation from the Angolan National Bank. The creation of a Diamond Burse is also expected to take place soon, determining significant changes to the current diamond marketing regime.

The political stability resulting from the re-election of the President in August 2022, the increasing demand for minerals in the international market for energy transition and De Beers, Anglo American, Rio Tinto and Pensana Rare Earth Metals’ recent investments in the country are all expected to continue to attract a variety of other companies, which may finally look to Angola as a reliable and transparent jurisdiction for investment.