Algeria

ADNA, the pan-African law firm, strengthens its presence on the continent with an office in Kinshasa, Democratic Republic of Congo (DRC). This strategic move marks a new phase in the firm’s growth and reinforces its ability to support clients on the most complex transactions across Africa, particularly within the OHADA region. With this new presence in Kinshasa, ADNA expands its footprint in Francophone Africa—where the firm is already established in Abidjan, Algiers, Casablanca, and Conakry—and marks its entry into Central Africa, with an integrated approach combining international standards and strong local expertise. The Kinshasa office will be led by Serge Nawej Tshitemb’u, who joins ADNA as a partner. Trained in Belgium, where he studied law at the Université libre de Bruxelles and began his legal career, he later practised at DLA Piper in London before founding Proxima International in 2014, a leading law firm in the Democratic Republic of Congo. With over 20 years of experience, Serge advises an international client base, including investors, financial institutions, and industrial groups, on complex transactions, particularly in the mining, energy, infrastructure, banking, and telecommunications sectors. He has been involved in large-scale transactions representing several billion US dollars and has developed recognised expertise in highly complex legal, financial, and regulatory environments. This integration builds on a long-standing collaboration between ADNA and Proxima International, grounded in shared values and a common vision. It enables ADNA to establish a strong presence in Central Africa, suppported by a team with local roots and proven expertise. The Kinshasa office will focus on the firm’s core areas of expertise: M&A, financing (corporate, sovereign, and project finance), major infrastructure and energy projects, mining law, tax, and complex dispute resolution, with a focus on high-value transactions for regional and international institutional clients. The DRC is emerging as a strategic market for international investors, particularly in natural resources, infrastructure, and financial services. In this context, ADNA aims to support its clients on their most critical challenges, drawing on deep market knowledge and execution capabilities aligned with the highest international standards. This expansion is also part of a broader regional development strategy. The DRC stands at the crossroads between Francophone and Anglophone Africa, offering significant opportunities for cross-border growth. It strengthens collaboration across ADNA’s offices and supports investment flows across the continent. Leveraging its membership in the Africa Legal Network (ALN), ADNA further enhances its ability to support clients on complex pan-African transactions, delivering seamless and coordinated support across regions. “The opening of our Kinshasa office goes beyond geographic expansion : iit fully reflects our identity and ambition. ADNA is an African firm, deeply rooted in the realities of the continent, committed to supporting its clients in achieving their economic ambitions in the most strategic markets,” said Salimatou Diallo, Managing Partner of the firm. “We are solution-driven, turning complexity into opportunity to support the most ambitious and strategic projects,” added Serge Nawej Tshitemb’u. “The DRC is not a peripheral opportunity — it is central to Africa’s future. Its legal landscape is among the continent’s most sophisticated: a reformed Mining Code, active local content regulation, OHADA commercial law, and an emerging capital markets framework all create a jurisdiction that demands expert counsel. ADNA’s expansion into Kinshasa is ALN delivering on its core commitment: to be where our clients are, across every axis of African business, with the expertise the market demands” said Gbenga Oyebode, Chairman of the Africa Legal Network.

Algeria possesses substantial mineral wealth which, despite its magnitude, has long remained underexplored and underexploited. For decades, the country’s economic model has been predominantly hydrocarbons‑oriented, leaving its significant geological potential largely unexplored. From a regulatory perspective, the development of the mining sector has been constrained by an inadequate framework, historically designed with a primary focus on securing State control over resources exploitation. This framework failed to incentivize exploration activities, notwithstanding their critical role as a prerequisite to any viable exploitation strategy. The enactment of the Law no. 25-12 of 3 August 2025 governing mining activities (the “New Mining Law”) marks a profound reform of the legal regime applicable to all stages of the mining value chain. It aligns ambitious development objectives with the imperatives of attracting investment and securing technical expertise.   A Sector Ready for Transformation The nature of Algeria’s mining sector presents a greenfield opportunity that requires technical expertise, financial capacity but also the ability to navigate geological uncertainty, environmental sustainability and regulatory intricacy. Those prerequisites concern all actors capable of contributing to the development of a modern, competitive mining industry—whether they are exploration-focused juniors, production-oriented majors, or State-owned companies. However, junior companies are particularly well-positioned to engage in early-stage exploration, as their business models are inherently structured to embrace uncertainty and invest in unproven territories with the expectation of future monetization or strategic partnerships. Yet, under the Law No. 14-05 of 24 February 2014 (the “Former Mining Law”), the legal framework was ill-suited to the full development of Algeria’s mining potential and more particularly to the specifics of junior models.   The Former Mining Law: An Incomplete Framework Ignoring Exploration Challenges The Former Mining Law has allowed the implementation of risk-free exploitation projects, that is to say in which the deposits uncertainty level was controlled. Indeed, some landmark mega projects were developed, typically led by State-owned companies in collaboration with international large-scale international companies. Notable examples include the Gara Djebilet (iron), Djebel Onk (phosphate), Tala Hamza-Oued Amizour (zinc) and Amesmessa (gold) mines. Moreover, previous regimes have allowed the quarrying sector to flourish. A significant number of permits were granted to Algerian law companies, including some with full foreign ownership—highlighting the country’s geological appeal. Within a decade, the country has remarkably transitioned from importer to net exporter of cement. However, the Former Mining Law triggered many uncertainties and failed to address exploration investments challenges. In some key respects, it proved to be restrictive and unsuitable: Strategic minerals could only be explored and exploited by public entities. Non-strategic minerals could only be explored by Algerian law companies subject to the 49/51 rule, limiting foreign ownership. Uncertainty around “strategic minerals”, due to the absence of implementing measures providing a clear legal definition. Lack of ownership rights in exploration/exploitation agreements with public entities, a critical flaw for investors unable to secure the economic valuation of their discoveries.   The New Mining Law: A Comprehensive Answer to Mining Specifics The New Mining Law introduces a modern, inclusive and agile framework crafted to unlock Algeria’s mining potential. One of the main challenges was to establish a framework addressing the structural exploration underinvestment. Indeed, the mining industry is hyper-specialized and players involved are not the same through the exploration/exploitation phases: Exploration is generally operated by mid-sized, risk-seeking juniors specializing in early-stage research. Their business model is based on valuation rather than on revenues. Exploitation is the realm of majors which are risk-averse due to the high capital intensity of their operations. Their business model is structured around project finance requiring regular revenues, certainty and stability. From this perspective, the mining sector is quite similar to the pharmaceutical industry, where R&D risks are massively externalized. Likewise the “Biotech-Big pharma” relationship, in the mining sector, juniors absorb exploration hazards while majors incur operational and market-access risks. The New Mining Law captures this risks allocation between juniors and majors and set mechanisms allowing them to coexist optimally, notably by strengthening inventors' rights, clarifying the mining title’s regime and relaxing equity constraints at exploration level.   Key Changes Supporting Sector Upscale   Direct Access to Exploration Permits Foreign entities can now directly obtain prospection and exploration permits, facilitating early-stage investment and technical input. They are not required to set up a company incorporated in Algeria to perform research activities. Inventor’s Right The New Mining Law strengthens the “inventor’s right,” which is instrumental to streamline value-creation process. It ensures that exploration title holders discovering deposits are prioritized to exploit them either directly or by assigning their rights to specialized players. The inventor's right is therefore pivotal to allow juniors-majors synergies to thrive. Flexible Ownership Structure Exploitation permits can be granted only to companies incorporated in Algeria. Foreign investors are entitled to hold up to 80% of the share capital while the national mining company shall own a non-dilutable 20% stake. However, this 20% threshold can be increased (i) upon agreement between the national mining company and foreign investors based on economic grounds and (ii) within bid rounds initiated by ANAM to grant exploration titles. The rationale behind this ownership flexibility relates to the necessity to reflect in an appropriate way the risk matrix governing the relationship between the different stakeholders. Indeed, as a policy matter, it appeared critical to provide some leeway required to compensate fairly the risks incurred during the exploration phase which was not possible under the “49/51” scheme. Transferability of Mining Titles Both exploration and exploitation titles can be transferred while only exploitation titles can be mortgaged or leased (amodiés). Those rights are key drivers of financial modelling of activities highly capital-intense. Indeed, they offer title holders different monetization options and dramatically ease financing, partnerships or exits strategy. However, government’s oversight ability is sustained since the exercise of those rights requires the approval of ANAM. Moreover, the national company benefits from a pre-emption right over transfers carried out by companies composed of foreign shareholders, except for intra-group transactions. Streamlined Procedures and Transparency The New Mining Law embodies a deep change of the sectorial governance commanded by the anticipated growth of players at prospection, exploration and exploitation levels. It introduces simplified administrative processes, shorter approval timelines, and open access to geological data—critical to promote investors’ interest and allow them to optimize budgets and timelines.   Strategic Prioritization and Regional Positioning Whereas quarries are now subject to more stringent ownership requirements—mandating a minimum of fifty‑one percent (51%) Algerian ownership—the mining sector offers greater openness to foreign participation, permitting foreign investors to own up to eighty percent (80%) of the share capital in exploitation companies as an investment incentive.  As pointed out, such foreign ownership may be adjusted to reflect the level of risks incurred by each stakeholder. This modulation of equity thresholds illustrates how public-policy makers can leverage FDI screening mechanisms to channel capital flows towards strategic priorities. (See our contribution: “FDI screening in Algeria : sectorial approach does not preclude activity scrutiny”). This also reflects Algeria’s ambition to develop its unexplored mineral and fossil wealth and foster a competitive mining industry. In this respect, Algeria’s progressive strategy embedded in the New Mining Law stands in contrast to a global trend towards tightened foreign access to mining resources. This positions Algeria as a regional leader in mining reform, offering a compelling alternative for investors seeking stable and scalable opportunities.   Conclusion The enactment of the New Mining Law marks a decisive shift in Algeria’s approach to mining. By relaxing regulatory restrictions and introducing a framework that integrates the technical, financial, and legal prerequisites for sector-wide development, Algeria is positioning itself as a competitive and attractive hub for mineral exploration, exploitation and ultimately industrial processing. The economics of the Mining Law is designed not merely to attract investors, but to facilitate Algeria’s integration into highly specialized global value chains, while fostering the emergence of a diversified and complementary ecosystem of sectoral players.   Mahieddine RAOUI, Partner [email protected] Steven ALDRICH, Partner [email protected] To explore opportunities under the New Mining Law or assess the viability of your mining project in Algeria, we invite you to contact Alvisory’s experienced team and sector experts. Our legal and strategic advisors are available to assist with regulatory analysis, structuring, and implementation of mining ventures tailored to your investment profile.

We are pleased to announce that Matouk Bassiouny & Hennawy (“MBH”) acted as the legal counsel to Triquera B.V. (“Triquera”), the majority shareholder of Minapharm Pharmaceuticals (“Minapharm”), in connection with the subscription of a minority stake by Admaius Capital Partners (“Admaius”), an Africa-focused private equity investor. The investment—executed through Admaius’s investment vehicle, Virunga Healix Limited—is intended to support Minapharm’s regional biotech expansion. Triquera and Admaius will partner to advance the development and manufacture of complex genetically engineered therapies. The collaboration aims to broaden access to high-quality, affordable recombinant proteins, reflecting both parties’ commitment to innovation and inclusive healthcare by scaling distribution networks across underserved markets in Africa and the Middle East. The MBH team advising on the transaction was led by Omar S. Bassiouny (Founding Partner and Group Head of Corporate and M&A) with support from Salma El Refaie (Senior Associate) and Mayar Sharafeldin (Associate). For more about Matouk Bassiouny, check out our website at https://matoukbassiouny.com/.

We are pleased to announce that Matouk Bassiouny’s (“MB”) arbitration team secured a significant victory for one of Egypt’s largest companies providing offshore marine and oil support services. The dispute arose out of a subcontract agreement for diving support vessel (“DSV”) subsea construction works related to a pipeline replacement project in the Kingdom of Saudi Arabia (“KSA”). The arbitration case was brought under the rules of the DIFC-LCIA and governed by Saudi law against a listed Asian company specializing in engineering design of offshore oil and natural gas development projects, represented by an international law firm. Following extensive proceedings and multiple phases of pleadings, in addition to several witnesses and experts’ evidence, the Tribunal issued its award granting our client its declaratory claims in addition to an entitlement of more than USD 6 million as well as arbitration costs. The Tribunal has further dismissed all counterclaims brought against our client exceeding USD 77 million. The team that secured this remarkable win consisted of Dr. Amr A. Abbas (Partner and Regional Head of Arbitration and Co-Head of Competition), Mohamed Sallam (Counsel), Mohamed Samy (Counsel), Khaled Abuo El Wafa (Senior Associate), Maha Zain (Senior Associate), Hany Omran (Associate) and Eman Hussein (Associate). Dr. Abbas commented: “This important result for our client— in a high-stakes dispute that included complex technical and legal issues—reflects our team’s expertise and unwavering commitment to delivering strategic, high-quality representation. This victory is a further testament to our regional expertise in handling complex disputes governed by different laws in the region, after having already secured arbitral wins over the past year under Lebanese, Qatari, Omani, and UAE laws.”    For more about Matouk Bassiouny, check out our website at https://matoukbassiouny.com/.