The Mines and Minerals (Amendment) Act No. 14 of 2024 (“the Act”) came into force on 1 October 2025, marking a significant development in Botswana’s mining regulatory framework. These amendments are designed to strengthen governance, promote economic growth and citizen participation, and ensure responsible and sustainable exploitation of the country’s mineral resources.
The key changes introduced by the Act include:
- licence holders are now required to exploit minerals in a manner that:
- promotes, benefits and contributes to the economy of Botswana;
- ensures equitable access and benefit to mineral resources by citizens; and
- ensures safety, health and environmental protection.
- directors and shareholders of companies that are in default of regulatory obligations in terms of the Act are prohibited from acquiring new mineral concessions;
- citizen empowerment provisions have been enhanced, and there is a requirement for licence holders to submit reports to the Minister on all operations in relation thereto;
- the provisions on transfer of licences have been augmented and strengthened, restricting any type of dealing with the licences or the controlling interest in the holder thereof without approval of the Minister. The Act introduces the meaning of controlling interest, which specifically includes both direct and indirect interest, irrespective of whether the transactions take place in or outside Botswana;
- in the event the Government elects not to exercise its option of acquiring interest in mining companies, licence holders are required to dispose of up to 24% to citizens or citizen owned companies within a period of 3 years of issuance of a mining licence, with an obligation for notifying, and submitting annual progress reports to the Minister. In circumstances where the licence holder has made efforts and no citizen or citizen owned company is successful in taking the interest within the 3 years, this obligation falls away;
- prohibition of the removal of minerals or samples from Botswana for studies, surveys or tests without the permission of the Director of Mines;
- the provisions for rehabilitation obligations have been strengthened. The amendments specify methods for financial provision as including an environmental rehabilitation trust fund or any trust registered in terms of the Trust Property Control Act, a financial guarantee from financial institutions approved by the Minister, or other methods as may be prescribed; and
- the penalties for breach and offences under the Act have been enhanced.
All stakeholders (including operators, investors, and companies with existing mineral rights) are encouraged to review their operations, agreements, and compliance procedures to align with the new amendments of the Act.
Our Firm’s Services in the Mines and Minerals Sector
Our firm offers a full suite of services for clients operating in the mines and minerals space, including:
- regulatory advisory: review and advisory work on regulation and statutory obligations.
- due diligence and transaction advisory: comprehensive legal review for potential acquisitions, partnerships, or investment opportunities and drafting necessary legal documents.
- funding and investment support: drafting and negotiation of appropriate financing agreements and registration of security.
- corporate structuring: assisting with the corporate structuring of mining entities, joint ventures and farm-in arrangements, liquidations and restructurings.
- compliance and investigations: mine accident enquiries, compliance enquiries and investigations, health and safety policies, operational policies and procedures.
If you have any questions or require any assistance with regularising your business operations, we are available to assist. Please feel free to contact Onalenna Otlaadisa Diloro at onalenna@otlaadisa.law, or email our team at info@otlaadisa.law. You can also contact us on our office line at +2673111072.