– [the key minerals and metals resources in your country ]

Zambia is richly endowed with a number of minerals and metal resources, including copper, cobalt, nickel, gold, tin, emerald, and significant potential in uranium, coal, lithium, rare earth elements, and various industrial minerals. Notably, the country is known as Africa’s second largest producer of copper, which accounts for about 70% of the country’s export earnings.

– include a very high level description of the legal framework for mining (the details will be flashed out in the subsequent questions)

The country’s mining industry is regulated by several pieces of legislation, and primarily:

(a) The Minerals Regulation Commission Act No. 14 of 2024 (the “MRC Act”);

(b) The Geological and Minerals Development Act No. 2 of 2025 (the “Geological Development Act”);

(c) The Mines and Minerals Development (General) Regulations, Statutory Instrument No.7 of 2016 (the “Minerals Regulations”); and

(d) Geological and Minerals Development (Local Content) (Preference for Zambian Goods and Services in the Mining Sector) Regulations, 2025 (the “Local Content Regulations”).

The MRC Act vests all rights of ownership in, exploring for, mining, and disposing of minerals, wheresoever located in Zambia, in the President on behalf of the Republic which rights may only be licenced to a successful applicant under the MRC Act.

The MRC Act further governs the development and management of mineral resources; disputes relating to mineral resources and establishes the Minerals Regulation Commission which is responsible for implementing the MRC Act.

Further, it is an offence under the MRC Act to explore or carry on any mining operations, mineral processing activities or gold panning without a licence issued under the MRC Act. A person who explore or carries on any mining operations or mineral processing activities without a licence is liable, on conviction (a) in the case of an individual, a partnership or co-operative, to a fine not exceeding seven hundred thousand penalty units (about USD 1,463.99) or to imprisonment for a term not exceeding seven years, or to both; or (b) in the case of a body corporate, to a fine of five million penalty units (about USD 104,570.96).

The Geological Development Act provides the statutory framework for geological survey activities, mineral mapping and exploration in Zambia as well as the regulation and promotion of artisanal, small-scale and large-scale mining developments in Zambia. The Geological Development Act operates alongside, and is complementary to the MRC Act, which governs the granting and administration of mining rights.

The Geological Development Act also establishes key technical directorates within the Ministry of Mines and Minerals Development (the “Ministry of Mines”), including:

(a) The Director of Geological Survey which is responsible for:

(i) Undertake, develop, and compile geo scientific research and related technological development

(ii) Develop and maintain a comprehensive, integrated geo scientific database.

(iii) Promote mineral exploration and exploitation within the Republic.

(iv) Advise the Minister on geological survey matters.

(v) Study and provide advice on:

• Distribution and nature of mineral resources.

• Geo environmental aspects of mineral exploitation (past, present, and future)

• Sustainable use of land and seabed (surface and subsurface).

(vi) Review and evaluate geotechnical engineering reports on geo hazards affecting infrastructure and development.

(vii) Conduct geological investigations.

(viii) Provide specialized geological services to public and private institutions.

(ix) Promote mineral beneficiation and value addition.

(x) Establish and maintain an accredited mineral laboratory for analysis of mineral samples, rocks, concentrates, tailings, and minerals.

(xi) Provide geological and mineral resource data to support national development

(b) The Director of Artisanal and Small-Scale Mining and Value Addition which is responsible for] and

(i) Collaborating with the Minerals Regulation Commission on mapping the artisanal and small‑scale mining subsector.

(ii) Working with ministries responsible for finance, environment, small and medium enterprises, commerce, and other cooperating partners to support growth of the artisanal and small‑scale mining subsector’

(iii) Promote conservation of mineral resources through appropriate mining methods and processing technologies to prevent wasteful practices.

(iv) Provide technical extension services to artisanal and small‑scale miners to build capacity.

(v) Encourage formalisation of artisanal and small‑scale mining to enhance citizen participation.

(vi) Advise the Minister on policy formulation relating to artisanal and small‑scale mining.

(vii) Promote value addition to optimise mineral exploitation.

(c) The Director of Large-Scale Mining and Mineral Investment Promotion which is responsible for .

(i) Developing policies to attract potential investors to the mining industry.

(ii) Designing and implement investment promotion programmes and strategies.

(iii) Formulating and execute policies that promote local content in mining.

(iv) Advancing international and regional cooperation agreements to strengthen investment promotion.

(v) Showcasing Zambia’s mineral wealth at local and international investment forums to attract investment.

(vi) Consulting with relevant stakeholders to develop investor‑targeted incentives and make recommendations to the Zambia Development Agency.

(vii) Promoting value addition and reinvestment by existing investors to enhance and expand investment in the mining sector.

(viii) The Minerals Regulations on the other hand prescribe the procedural, administrative, and technical framework governing mining and non-mining rights in Zambia including but not limited to:

• Prescribed forms under the MRC Act for purposes of making applications such as the transfer or encumbrance of a mining right;

• the manner of making and dealing with applications under the MRC Act, including for grant, renewal, alteration, transfer, and abandonment of mining rights;

• fees and annual charges to be paid by a holder of a mining or non-mining right; and

• reporting and compliance procedures.

The Local Content Regulations were enacted pursuant to the Geological Development Act, which mandates a holder of a mining right or a mineral processing license to give preference to materials and products made in Zambia and preference to contractors, suppliers and service agents located in Zambia who are citizen empowered or citizen owned companies. The Local Content Regulations regulate the procurement of core mining goods, core mining services, non-core mining goods, and non-core mining services by a mining company or a mining-related company.

– Is there a government body which regulates mining operations?

Regulation of mining and mineral processing activities in Zambia is undertaken by the Minerals Regulation Commission (the “Commission” or “MRC”) which is established as a body corporate under the MRC Act. The functions of the Commission include processing, granting, renewal, suspension, cancellation, approving the transfer of mineral rights and monitoring compliance with license conditions, statutory obligations of mining licence. Furthermore, the Commission works hand in hand with the various directorates under the Geological Development Act including the Director of Geological Survey, the Director of Artisanal and Small-Scale Mining and Value Addition, and the Director of Large-Scale Mining and Mineral Investment Promotion.

Additionally, the MRC Act establishes the Mining Appeals Tribunal which hears and determines appeals against decisions of the Commission, proceedings relating to misconduct in the mining industry, and other prescribed matters under the MRC Act.

– specify whether your jurisdiction is a common or civil law jurisdiction

Zambia is a common law jurisdiction.

– specify whether your jurisdiction is a member of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention).

Zambia is a member of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention).

In 2024, the Government of the Republic of Zambia issued the National Critical Minerals Strategy (2024 to 2028) (the “Strategy”) for purposes of deriving the maximum benefit from critical minerals resources. Generally, the Strategy is aimed at increased value addition to critical minerals, promotion of local content, increased industrialisation as well as growing revenue streams through the export of critical minerals. Most importantly, it aims to harness and utilize the critical minerals to underpin Zambia’s socio-economic development towards the attainment of an industrialised middle-income country by 2030.

While there is no universally accepted definition of “critical minerals”, from a Zambian context, the Strategy defines critical minerals as naturally occurring minerals which are essential to modern technologies, the economy and national development. These are minerals which are strategic in accelerating the country’s economic growth including lithium, graphite, nickel, cobalt, tin, copper, manganese, sugilite, uranium and rare earth elements (REEs).

The Strategy realises that securing access to critical and high-value commodities is important for international organisations, corporations and governments around the world, including Zambia. Further that, there is need to ensure sustainable exploitation and value addition to critical minerals, and reliability in the critical minerals global supply chain. In that regard, the Strategy puts in place the following Strategic Objectives and Interventions:

(a) Advancing Geological Mapping and Mineral Resource Development and Management;

(b) Enhance Strategic Government and Private Sector Partnerships;

(c) Beneficiation and Value Addition; and

(d) Research and Development.

The current key benefits to mining sector are mainly fiscal in nature and these include:

(a) 0% tax on dividends;

(b) 0% VAT on exports which render’s the mining companies cash positive on their imports;

(c) 15% withholding tax on interest versus 20% for non-residents;

(d) 20% capital allowance on mining equipment; and

(e) 25% capital allowance on capital equipment.

In addition, the Investment Trade and Business Development Act No. 18 of 2025 (the “Investment Act”) empowers Government through the Zambia Development Agency (the “ZDA”) to issue Certificates of registration to qualifying investors. A qualifying investor is one that intends to:

(a) Develop any premises as a special economic zone;

(b) Operate a business in a special economic zone;

(c) Invest in any business in a priority sector;

(d) Register a business; or

(e) Operate a business in a rural area.

While there is no piece of legislation specifically designating mining as a priority sector, players in the mining sector are entitled to incentives if they meet the requirement of section 30 of the Investment Act. Section 30 of the Investment Act empowers an investor investing in a new project or expansion project in a special economic zone, priority sector, rural area or farm block to enjoy incentives under the Investment Act. The investor will be eligible for incentives if the investor is:

(a) A local investor investing a minimum of USD 50,000;

(b) A citizen owned company investing a minimum of USD 100,000;

(c) A citizen empowerment company investing a minimum of USD 150,000;

(d) A citizen influenced company investing a minimum of USD 500,000; or

(e) Investing USD 1,000,000.

The incentives include:

(f) 0% customs duty on certain capital machinery;

(g) a 10-year carry-forward for tax losses; and

(h) 0% withholding tax on dividends: (Dividends paid by a mining company holding a mining license and carrying on mining operations already taxed at 0% as discussed above)

Other benefits include a 25% accelerated capital allowance, an initial allowance for industrial buildings (including mines) at 10%, Value Added Tax (VAT) relief on exports, and specialized investment support via the ZDA

– Which types of investments, investors, and transactions are subject to the restrictions?
–
While there are generally no foreign investment restrictions in Zambia’s mining sector and value chain, we note that the MRC Act places restrictions on the following forms of mining:

(a) Artisanal mining- which is restricted only to Zambian citizens or a co-operative wholly composed of citizens;

(b) Small scale exploration and small scale mining which is restricted to citizens, citizen owned companies, citizen empowered companies and citizen influenced companies.

According to the Citizens Economic Empowerment Act No. 9 of 2006:

(a) A citizen empowerment company is a company where twenty-five to fifty percent of its equity is owned by citizens;

(b) A citizen influenced company is a company where five to twenty-five percent of its equity is owned by citizens and in which citizens have significant control of the management of the company; and

(c) A citizen owned company is a company where at least fifty-point one percent of its equity is owned by citizens and in which citizens have significant control of the management of the company.

Further, it is worth noting that the Local Content Regulations discussed in question 1 above, mandates a holder of a mining right or a mineral processing license to give preference to materials and products made in Zambia and preference to contractors, suppliers and service agents located in Zambia who are citizen empowered or citizen owned companies.

– Does the acquisition of minority interests fall within the scope of the restrictions? No
– Do the restrictions apply to asset acquisitions? No
– Are there any pending proposals to amend the foreign investment review policy or related legislation? No

There are no restrictions with respect to the repatriation of funds in Zambia. The Investment Act allows an investor to transfer out of Zambia in foreign currency, and after payment of the relevant taxes and liabilities:

(a) Dividends;

(b) The principal and interest of any foreign loan; management fees, royalties and other charges in respect of any agreement;

(c) The net proceeds of sale or liquidation of a business; or

(d) Any other liabilities.

Separately, the Bank of Zambia recently introduced the Currency Directives, 2025 which require that all domestic transactions be settled in Zambian Kwacha. However, the Directives distinguish between domestic and external transactions with a domestic transaction being one that takes place within Zambia for the credit of a Zambia-resident person. Accordingly, remittances made to a foreign investor not resident in Zambia constitute an external transaction and may be settled in foreign currency, falling outside the mandatory Kwacha settlement requirement.

Please note that under Zambian law, minerals, gemstones, ores, or mineral products may only be exported once an export permit has been obtained from the MRC.

An application for such a permit must be submitted using Form V of the Mines and Minerals Development (General) Regulations, 2016 and accompanied by, among other things, a mineral analysis certificate or valuation report, verification of mineral royalty payment, a security clearance from the Zambia Police Force, certified production returns, and the relevant mining right or permit number.

Further, any person intending to export copper or copper cathodes must be registered with the Zambia Revenue Authority and hold a valid Taxpayer Identification Number, which is ordinarily obtained upon incorporation.

Regarding local beneficiation, Zambia does not currently impose mandatory in-country processing requirements, though the export duty framework is designed to incentivise value addition domestically.

Further to our response in 12(b) below, Zambia applies a three-band tariff structure with respect to the import of minerals: 0–5% on capital equipment and raw materials, 15% on intermediate goods, and 25% on finished goods. Notably, productive machinery for mining attracts a zero-rated duty, which is relevant to mining investors importing equipment. A standard import VAT of 16% also applies on the taxable value of imported goods.

Zambian mining law does not currently impose a general requirement for State or national equity participation in privately or foreign-held mining operations. While the MRC Act, empowers the Minister of Finance, in consultation with the Minister of Mines, to reserve specific areas for Government investment, this mechanism applies only to new rights and does not authorise compulsory acquisition of equity in existing operations. Private and foreign investors’ rights are protected under Zambian investment laws and the Constitution of Zambia, which restricts compulsory acquisition to circumstances where adequate compensation is provided.

With respect to local party requirements, Zambia imposes local content obligations under the Local Content Regulations as explained in Question 1 above. These require holders of mining rights or mineral processing licences to give procurement preference to Zambian-made goods and to contractors, suppliers, and service agents that are citizen-empowered (25%–50% Zambian equity) or citizen-owned (at least 50.1% Zambian equity with significant Zambian management control). These obligations apply to mining and mining-related companies across the minerals value chain, covering both core and non-core goods and services.

All rights of ownership in exploration, mining, processing and disposing of, minerals wheresoever located in the Zambia vest in the President on behalf of the Republic. This ownership requirement has effect despite any right, title or interest which a person may possess in or over the soil in, on or under which minerals are found. However, mining rights can be issued to a person through an exploration licence or mining licence. The mining rights allow a person to legally explore for minerals or conduct mining operations. The mining right is protected under the Constitution as an entrenched proprietary personal right.

A mining right may be held by a company that is duly incorporated, has a registered office in Zambia, possesses a valid tax clearance certificate, is not in liquidation, and whose significant shareholders or directors are neither undischarged bankrupts nor recently convicted of fraud or dishonesty. A mining right may also be held by an individual who has attained the age of eighteen, is not an undischarged bankrupt, possesses a valid tax clearance certificate, and has not been convicted of fraud or dishonesty within the past five years. Additionally, a mining right over an area exceeding 6.68 hectares and up to a maximum of 1,000 hectares may only be issued to:

(a) A citizen-influenced company;

(b) A citizen-empowered company; or

(c) A citizen-owned company.

A mining right over an area exceeding 6.68 hectares may only be exclusively issued to a company.

Can foreign investors own mining assets – or are JVs with local entities required?

Foreign investors can own large-scale mining rights, without entering into Joint Ventures (“JVs”) with local entities and provided that they have incorporated an entity in Zambia. However, with respect to small-scale and artisanal mining rights, foreign investors would generally be required to enter into JVs with Zambians or local companies with shareholding thresholds of at least 25%–75%, to allow the JV company to qualify as a citizen owned, citizen-influenced or citizen-empowered company.

– is the mining tenure separate from land tenure?

Yes. Surface rights and mining rights are administered distinctively under Zambian law. Formal surface rights (i.e., title to the surface rights) may only be granted by the Commissioner of Lands under the Lands Act Chapter 184 of the Laws of Zambia (the “Lands Act”) as read with the Lands and Deeds Registry Act Chapter 185 (“Deeds Act”) of the Laws of Zambia. Whereas mining rights are administered under the MRC Act. However, both the Lands Act and the Deeds Act precludes from any grant of title to surface rights, land that is subject to a mining right.

On the other hand, the MRC Act generally controls access to surface rights once a mining right has been created over and under the land in question. Currently, the MRC Act is instructive to the effect that a holder of a mining right who requires the exclusive or other use of the whole or a portion of the exploration or mining area for the purpose of the mining right may, in accordance with the laws relating to the acquisition, acquire a lease of the land or other right to use the land on terms as may be agreed between the holder and the owner or occupier of the land. In the event that the consent of the surface rights holder is unreasonably withheld, the Commission may refer the matter to the Mining Appeals Tribunal for determination.

– the surface land owners’ rights and obligations vis-à-vis the rights of the owner of the minerals sitting under the surface land (access, compensation etc).

Under the MRC Act, mining rights must be exercised reasonably and in a manner that does not prejudice the interests of the owners of the land over which the rights extend except to the minimum extent necessary for the reasonable and proper conduct of the mining operations. Further, the holder of the surface rights retains the right to use the land for activities such as grazing, cultivation, and water access, provided these do not interfere with mining operations. The holder of surface rights is also entitled to fair and prompt compensation for any disturbance or damage assessed by the reduction in market value and subject to accounting for any improvements made by the mining rights holder.

Further, the holder of surface rights must obtain consent before erecting structures in exploration areas or taking materials where required. The holder of surface rights is also prohibited from preventing operations pending determination of compensation to be paid and is not entitled to compensation for indigenous wood or timber taken.

– scope of the licence/permit/concession

Exploration rights are granted by the MRC pursuant to the MRC Act. These may be in the form of a small-scale exploration licence or a large-scale exploration licence. Please note the table below setting out further information relating to the nature of the licence.

 

Licence type	Applicant	Area
Small scale exploration	(i)   Individual (ii)  Company incorporated in Zambia	(i)      Not more than 6.68 hectares   (ii)     Between 20.04 and 2,004
Large scale exploration	Company incorporated in Zambia	Exploration over an area covering a minimum of 2,011.68 hectares (301 cadastre units) and not exceeding 399,998.4 hectares (59,880 cadastre units).

– typical term and extension rights

A large-scale exploration licence is valid for a period of four years and may be renewed for two further and final periods of three years each. However, a small-scale exploration licence is only valid for a period of four years, which is not renewable. Notably, a holder of a large-scale exploration licence shall relinquish 50% of the exploration area at each renewal.

– process / steps to acquire exploration rights.

A person who intends to carry out exploration activities must apply to the MRC for an exploration licence using the form I of the Minerals Regulations. The area of land over which the application for an exploration licence is made must be represented by complete and contiguous cadastre units and the application must be accompanied by the following documents:

(a) Proposed programme of exploration operations (should include an estimate of the investment commitment in the approved format)

(b) Proposals for employment and training of citizens of Zambia

(c) Proposals for promotion of local business development

(d) Tax clearance certificate

(e) Any further information which the Director of Mining Cadastre may require

(f) Proof of consent from appropriate authority if activity is in a National Park, Game Management Area

The MRC will consider and determine the application within 45 days upon payment of the prescribed fee of ZMW 4,000, taking into account various factors including but not limited to as the applicants financial resources and technical ability to conduct the proposed exploration optimally in accordance with the exploration work programme, and the estimated expenditure, considering whether it is compatible with the proposed exploration work programme, area size and duration of the exploration work programme. The MRC will also consider whether the proposed programme of exploration operations is adequate and makes proper provision for environmental protection and whether the proposed exploration area is not the same as, and does not overlap in any manner with, an existing mining right or mineral processing licence area.

If satisfied, the MRC will proceed to grant the exploration licence. It should be noted that prior approval of an environmental impact assessment relating to the exploration, must be obtained from the Zambian Environmental Management Agency (“ZEMA”) before undertaking any exploration.

– obligations of the licence/permit/concession holder

The following are the obligations of a holder of an exploration licence:

(a) Only commence exploration operations if the holder submits to the Mining Cadastre Office;

(i) A decision letter in respect of the environmental project brief approved by the ZEMA; or

(ii) Written consent from the appropriate authority (where such consent is required);

(b) Within one hundred and eighty (180) days of the grant of the exploration licence, register a pegging certificate at the MRC;

(c) Give notice to the MRC of the discovery of any mineral deposit of possible commercial value within thirty (30) days of the discovery;

(d) Expend on exploration operations not less than the amount prescribed or required by the terms and conditions of an exploration licence;

(e) Carry on explorations in accordance with the programme of exploration;

(f) Backfill or otherwise make safe any excavation made during the course of the exploration, as the MRC may specify;

(g) Permanently preserve or otherwise make safe any borehole in the manner directed by the Director of Mining Cadastre and surrender to Government, on termination, without compensation, the drill cores, other mineral samples and the boreholes and any water rights in respect of the boreholes;

(h) Unless the MRC otherwise stipulates, remove, within sixty (60) days of the expiry or revocation of the exploration licence, any camp, temporary buildings or machinery erected or installed and repair or otherwise make good any damage to the surface of the ground occasioned by the removal, in the manner specified by the MRC;

(i) Keep and preserve such records as the MRC may determine relating to the protection of the environment.

(j) Keep full and accurate records, at the holder’s office, of the exploration operations which shall indicate;

(i) The boreholes drilled;

(ii) The strata penetrated, with detailed logs of the strata;

(iii) The minerals discovered;

(iv) The results of any seismic survey or geo-chemical, geophysical and remote sensing data analysis;

(v) The result of any analysis or identification of minerals removed from the exploration area;

(vi) The geological interpretation of the records maintained under paragraphs (i) to (v) above;

(vii) The number of persons employed;

(viii) Any other exploration work;

(ix) The costs incurred for all exploration activities carried out by the holder under the exploration licence; and

(x) Shall furnish to the MRC, at least once in every three (3) months, digital and hard copies of the records, as may be prescribed.

– transition from exploration rights to mining rights

A holder of an exploration licence may, within six months before the expiry of the licence, apply to the MRC for a mining licence in the prescribed manner and form i.e., Form I of the Minerals Regulations on payment of a prescribed fee of ZMW 64,000. The application for a mining licence must not be made to cover an area exceeding the area of mineralisation and additional areas reasonably required for the development of infrastructure relating to the mining licence.

– typical timelines and costs for applications

The Minerals Regulation Commission is required to grant or reject an application for a mining licence within 45 days of receipt of the application.

The following are the current applicable costs for the mining rights applications:

(a) small-scale exploration licence – ZMW 1,200;

(b) large-scale exploration licence – ZMW 4,000;

(c) artisanal mining licence – ZMW 1,200;

(d) small-scale mining licence – ZMW 6,000; and

(e) large-scale mining licence – ZMW 64,000.

– scope of the licence/permit/concession

Mining licences are granted by the MRC pursuant to the MRC Act. These may be in the form of an artisanal mining licence, small-scale mining licence or a large-scale mining licence. Please note the table below setting out further information relating to the nature of the licence.

Licence type	Applicant	Area
Artisanal mining licence	Zambian citizen or co-operative wholly composed of citizens	A maximum area of 6.68 hectares
Small scale mining licence	(a)     Individual   (b)     Company incorporated in Zambia	Over an area covering a minimum of 3 cadastre units but not exceeding 120 cadastre units (400 hectares
Large scale mining licence	Company incorporated in Zambia	Over an area of a minimum of 121 cadastre units but not exceeding 7,485 cadastre units (25,000 hectares).

– typical term and extension rights

A large-scale mining licence is valid for 25 years while a small-scale mining licence is valid for 10 years. An artisanal mining licence is valid for 3 years.

In terms of renewals, an application for renewal of a mining right or mineral processing license shall be made as follows, for:

(a) An exploration license, six months before the expiry of the license;

(b) For a mining license, in the case of-

(i) Artisanal mining, three months before the expiry of the license;

(ii) Small-scale mining, six months before the expiry of the license and

(iii) Large-scale mining, one year before the expiry of the license and

(c) For a mineral processing license, one year before the expiry of the license.

To note that were an application for a renewal is made, the existing mining rights shall continue to be in force until the date of the application is granted or rejected.

– steps to acquire mining rights

A holder of an exploration licence may, within six months before the expiry of the licence, apply to the MRC for a mining licence in the prescribed manner i.e., Form I of the Mining Regulations and on payment of a prescribed fee i.e., ZMW 64,000. The application for a mining licence must not be made to cover an area exceeding the area of mineralisation and additional areas reasonably required for the development of infrastructure relating to the mining licence. Where the applicant for a mining licence does not hold an exploration licence covering the mining area, the applicant must obtain consent from the holder of the exploration licence covering the said area and proof of such consent must submitted to the Commission.

The MRC is required to grant or reject an application for a mining licence within 45 days of receipt of the application.

The application for a mining right must be accompanied by the following;

Large Scale Mining Licence

(a) A comprehensive statement of the mineral deposits in the area over which the license is sought (should include details of all known minerals proved, estimated or inferred, ore resources and mining conditions);

(b) Feasibility study for mining operations (should include a forecast of capital investment, the estimated recovery rate of ore and mineral products, and the proposed treatment and disposal of ore and minerals recovered);

(c) Approved Environmental Impact Statement;

(d) Details of expected infrastructure requirements;

(e) Proposals for employment and training of citizens of Zambia;

(f) Proposals for promotion of local business development;

(g) Tax clearance certificate (issued under Income Tax Act, Cap. 323);

(h) Plan of proposed mining area;

(i) In the case of gemstones, a plan for cutting, polishing and faceting of gemstone in Zambia;

(j) Any further information which the MRC may require

Small Scale Mining Licence

(a) Copy of relevant prospecting permit and prospecting report

(b) Proposed programme of mining operations (should include forecast of capital investment, the estimated recovery rate of ore and mineral products, and the proposed treatment and disposal of ore and minerals recovered)

(c) Description of the mineral deposit in area over which the licence is sought;

(d) Statement of duration for which licence is sought (should not exceed ten years);

(e) Tax Clearance Certificate issued under Income Tax Act (Cap. 323);

(f) Approved Environmental Project Brief; and

(g) Any further information which the Director may require.

Artisanal Mining Licence

(h) Environmental Commitment Plan and

(i) Programme of intended mining operations (should include proposals for the proper conservation and use of mineral resources in mining area, in the national interest)

– obligations of the licence/permit/concession holder

Large Scale Mining Licence

1. The holder shall:

(a) Develop the mining area in accordance with the approved programme of mining operations;

(b) Execute the environmental management plan;

(c) Implement the local business development programme;

(d) Employ and train Zambians in accordance with the approved program;

(e) Demarcate the mining area and keep it demarcated;

(f) Pay mineral royalty in accordance with the MRC Act and the Income Tax Act, Cap. 323;

(g) Maintain at the holder’s office complete and accurate technical and financial records of the mining operations;

(h) Permit authorised officers, at any time, to inspect all records, mining and mineral processing operations;

(i) Submit statutory reports and any other information concerning the mining or mineral processing operations;

(j) Submit a copy of the annual audited financial statements within three months of the end of each financial year;

(k) Submit reports on external suppliesof ore, concentrates, tailings, slimes or any other mineral fed to the plant;

(l) Provide current information on recovery from ores, mineral products, production costs and sales;

(m) Conduct operations only upon meeting the requirements of the Environmental Management Act;

(n) Contribute to the Environmental Protection Fund as required under the MRC Act;

(o) Obtain appropriate insurance for all phases of the mining operations;

(p) Give preference to Zambia products and services;

(q) Submit a Pegging Certificate for approval within one hundred and eighty days of grant of licence; and

(r) Comply with the provisions of the MRC Act and other relevant laws of Zambia.

2. Illegal mining and trade is not permitted in the licensed area.

3. The holder shall not enter into an agreement or transfer of the licence without the prior consent of the Minister.

4. The holder shall be liable for harm or damage caused by the mining or mineral processing operations and shall compensate a person to whom harm or damage is caused.

5. The holder shall not exercise a right under the licence without the prior consent of the legal occupiers of the land or local chiefs.

Small Scale Mining Licence

1. A holder shall:

(a) Develop the mining area in accordance with the approved programme of mining operation;

(b) Execute the environmental management plan;

(c) Demarcate the mining area and keep it demarcated;

(d) Pay mineral royalty in accordance with the MRC Act and the Income Tax Act, Cap. 323;

(e) Maintain at the holder’s office, complete and accurate technical and financial records of mining operations;

(f) Permit authorised officers, at any time, to inspect all records, mining or mineral processing operations;

(g) Submit statutory reports, records and other information concerning mining operations;

(h) Submit copies of annual audited financial statements within three months of the end of each financial year;

(i) Submit reports on external supplies of ore, concentrates, tailings slimes or other mineral fed to the plant;

(j) Provide current information on recovery from ores, mineral products, production costs and sales;

(k) Conduct operations only upon meeting the requirements under the Environmental Management Act;

(l) Contribute to the Environmental Protection Fund as required under the MRC Act;

(m) Obtain appropriate insurance for phases of its operations;

(n) Submit a Pegging Certificate for approval within one hundred and eighty days of grant of licence; and

(o) Comply with the provisions of the MRC Act and other relevant laws of Zambia.

2. Illegal mining and trade are not permitted in the mining area.

3. The holder shall not enter into an agreements or transfer the licence without the prior consent of the Minister.

4. The holder shall be liable for harm or damage caused by the mineral processing or mining operations and shall compensate a person to whom harm or damage is caused.

5. The holder shall not exercise a right under the licence without the prior consent of the legal occupiers of the land or local chiefs.

Artisanal Mining Licence

6. The holder shall:

(a) Submit statutory reports and other information concerning the operation;

(b) Pay mineral royalty and other charges in accordance with the MRC Act;

(c) Execute the environmental project brief;

(d) Maintain production and financial records at the holder’s office;

(e) Provide current information on recovery from ores, mineral products, production costs and sales;

(f) Conduct operations only upon meeting the requirements of the Environmental Management Act;

(g) Contribute to the Environmental Protection Fund as required under the MRC Act;

(h) Submit a Pegging Certificate for approval within one hundred and eighty days of grant of the right; and

(i) Comply with the provisions of the MRC Act and other relevant laws of Zambia.

7. The holder shall be liable for harm or damage caused by the mineral processing operations and shall compensate a person to whom harm or damage is caused.

8. The holder shall not exercise a right under the licence without the prior consent of the legal occupiers of the land or local chiefs.

A mining licence holder is required to pay mineral royalty at the following rates:

(a) 5% of the gross value of the energy and industrial minerals produced or recoverable under the licence;

(b) 6% of the gross value of the gemstones produced or recoverable under the licence; and

(c) 6% of the norm value of precious metals produced or recoverable under the licence.

(d) 5% of the norm value of the base metals produced or recoverable under the licence, except when the base metal is copper, cobalt or vanadium. The mineral royalty applicable to copper, cobalt or vanadium is as follows:

(i) 4% of the norm value when the norm price of copper is less than USD 4,000 per tonne;

(ii) 6.5 of the norm value when the norm price of copper is USD 4,000 or higher per tonne but less than USD 5,000 per tonne;

(iii) 8.5% of the norm value when the norm price of copper is USD 5,000 or higher per tonne but less than USD 7,000 per tonne; or

(iv) 10 % of the norm value when the norm price of copper is USD 7,000 or higher per tonne.

It possible to assign and/or grant security over tenements in Zambia. Section 46 of the MRC Act prohibits the transfer, assignment, encumbrance or otherwise dealing with a mining right or mineral processing licence, or an interest in a mining right or mineral processing licence, without the approval of the Commission. Further, such request for approval must be accompanied by a valid tax clearance certificate issued by the Commissioner‑General of the Zambia Revenue Authority. Breach of this approval requirement may result in the revocation of the mining right.

The Commission is required, within 30 days of receipt of an application above, to approve the transfer of the mining right or mineral processing licence or interest in the mining right or mineral processing licence, unless the transferee is disqualified from holding a mining right or non-mining right.

In addition to the above, section 47 of the MRC provides that a holder of a mining right or mineral processing licence shall not, without the prior written approval of the Commission:

(a) Register the transfer of any share or shares in the company to any person or that person’s nominee if the effect of doing so would give that person control of the company; or

(b) Enter into an agreement with any person, if the effect of doing so would be to give that person control of the company.

Under the MRC Act, a person is deemed to have control of a company if the person:

(a) Or that person’s nominee holds, or the person and that person’s nominee together hold, a total of fifty percent or more of the equity shares of the company; or

(b) Is entitled to appoint, or to prevent the appointment of, half or more than half of the number of directors of the company.

Further, the MRC is required to grant or reject the application within 45 days of receiving the application.

Please note that the MRC Act prohibits the holder of a mining right or mineral processing licence from exercising any rights without the written consent of the owner or legal occupier of the land or the duly authorised agent on land occupied as a village, or other land under customary tenure, without the written consent of the chief and the local authority for the district in which the village is situated.

In the event that consent is unreasonably withheld, the Commission is empowered to refer the matter to arbitration.

In practice, we note that as a condition to the use of the mining right, mining right holders cannot exercise a right under the licence without the prior consent of the legal occupiers of the land or local chiefs.

Additionally, a holder of a mining right or mineral processing licence shall, on demand being made by the:

(a) Owner or lawful occupier of any land subject to the mining right or mineral processing licence, promptly pay the owner or occupier fair and reasonable compensation for any disturbance of the rights of the owner or occupier and for any damage done to the surface of the land by the operations; and

(b) Owner of any crops, trees, buildings or works damaged during the course of the operations, pay compensation for the damage.

Environmental protection in Zambia is generally governed by the following primary legislation ;

(a) The Environmental Management Act

This is the main law governing environmental protection in Zambia. It establishes the ZEMA and sets out broad principles, duties, and powers for environmental governance.

(b) The EIA Regulations, 2026

These regulations require environmental impact assessments for projects likely to affect the environment, including mining. They ensure that environmental and social impacts are identified, mitigated, and monitored.

(c) The Mines and Minerals (Environmental) Regulations

These are sector-specific regulations under the MRC. They impose obligations on mining companies regarding environmental management, rehabilitation, waste disposal, and reporting.

– What environmental impact assessments are required?

Prior to undertaking exploration, or mining activities, it is mandatory to obtain the approval of the environmental impact assessment relating to the exploration or mining operations from the ZEMA in accordance with the Environmental Management Act. The environmental impact assessment must determine whether or not the mining project has or will have any adverse impacts on the environment.

Further, a developer intending to undertake a project that is likely to have an adverse effect on the environment is required to submit an environmental and social project brief or an environmental and social impact statement to ZEMA.

– any requirements for rehabilitation bonds and guarantees

The Mines and Minerals (Environmental) Regulations as read together with the MRC Act requires every ‘developer’ to make cash contributions with the Environmental Protection Fund (the “Fund” or “EPF”) for the rehabilitation of the mine on closure. The Mines and Minerals (Environmental) Regulations define a ‘developer’ to include a person who holds a licence or a permit under the Minerals Regulation Commission Act or who undertakes a new mining operation or mining related project to repair an existing mine or mining operation.
Regulation 65 of the Mines and Minerals (Environmental) Regulations requires every developer to make contributions to the Fund based on the capacity of the developer to rehabilitate the mining operations that may have an adverse impact on the environment as determined by the Commission. As such, the payment to be made by a developer to the Fund will differ on a case-by-case basis.

In the event of a mine site being closed, the Regulations permit for the developer to apply for a refund of the monies paid to the Fund less any monies owed to the Government. However, the underlying factor as we understand it is that the amount of any moneys expended under this for or towards the satisfaction of the person’s debts shall not exceed the amount of any cash deposits made by the developer. As such, the monies paid to the Fund acts as insurance which is fully funded but a developer can claim for a refund for the portion of the monies that have not been utilised during the closure of the mine and once any and all debt owed to the government has been settled.

Further, Regulation 66 of the Mines and Minerals (Environmental) Regulations on the other hand sets out a structured approach for determining and communicating the financial contributions that developers engaged in prospecting, exploration, or mining activities must make to the Fund. These payments are calculated on the basis of the full rehabilitation cost estimate submitted by a developer according to the mine site performance. Additionally, the contributions to be made by a developer to the Fund are based on classifications which are performance based as follows:

Category 1

Action taken to rehabilitate

(a) Progressive rehabilitation is being carried out as scheduled;

(b) Rehabilitation has been properly monitored; and

(c) There are annual rehabilitation audits which show progress to meet the target set out in the environmental impact statement to manage environmental pollution.

Category 2

Environmental compliance capability

(a) The financial capability to complete the rehabilitation of the mine area;

(b) The materials in place for total mine area rehabilitation;

(c) Suitable expertise is provided for the organisational structure; and

(d) The person who holds a mining licence or permit has an approved environmental impact statement or project brief.

Category 3

Basis operational and strategic environmental protection requirements

(a) An approved environmental impact statement or project brief;

(b) Discharges of mining operations are permitted or licenced;

(c) Post-mining land use and slop and profile design, allowing stable land rehabilitation within the mining or permit area; and

(d) A water management system is in place or designed to contain, treat, discharge or dispose of contaminated water.

It is worth noting that contributions to the Fund must be deposited over a period of five (5) years. The specific timeline starts either from the year when prospecting, exploration, or mining operations commence for new operations, or from the year when the developer submits an approved environmental impact statement for existing mines or project briefs for prospecting and exploration projects. In our view, this phased deposit schedule allows developers to manage their financial obligations to the Fund over time, aligning with the different stages of project development.

Concessions by the Commission

Regulation 67 of the Mines and Minerals (Environmental) Regulations permits the Commission to grant concessions with respect to the full cash payment to be made to the Fund depending on the mining operations’ environmental performance rating. The Commission will grant the concession upon considering;

(a) The approved environmental impact statement of new or existing mining, prospecting or exploration operations;

(b) The annual audit report on the environment submitted to the Commission; and

(c) Any inspection or investigation that the Director may consider necessary for environmental audit report purposes.

Once the assessments are conducted, the Commission may grant the following concessions i.e., substitution of a cash payment by a bank guarantee as set out in the Third Schedule, which may be legally 100% of the cost estimate unless the Commission grants any of the following concessions depending on the performance rating of a mining operation:

Category	Concession	Cash contribution
Category 1	95% of full rehabilitation cost	5% of the full rehabilitation cost
Category 2	90% of full rehabilitation cost	10% of the full rehabilitation cost
Category 3	of full rehabilitation cost	20% of the fill rehabilitation cost

While the Regulations appear to suggest that the concessions are discretionary, in practice, the Commission will mandatorily grant the concessions where the mining right holder meets the thresholds set out in paragraph 2.5 above. The rationale for this appears to be the need to ensure certainty in the mining industry.

Non-compliance with the provisions of the Mines and Minerals (Environmental) Regulations is an offence punishable on conviction by a fine of ZMW 8,000 (approximately USD 351.82) or imprisonment for a period of two (2) years. If the offence is committed by a company, each person who is a director or is a person in charge of that mine shall be guilty of that offence, if it was committed with his knowledge.

– any mine closure obligations

The MRC has the power to require a mining right holder to suspend production or close the mine or a section of the mine where;

(a) The mining right holder contravenes a prescribed term and condition of the mining right;

(b) The mining right holder is working in an unsafe environment;

(c) The environment has been or is likely to be polluted as a result of mining operations;

(d) The mining right holder is unable to carry on mining operation due to force majeure; or

(e) The mining right holder has a labour dispute that disrupts the mining or mineral processing operations.

– consequences for failure to comply with applicable environmental laws and regulations

Non-compliance with the provisions of the Mines and Minerals (Environmental) Regulations is an offence punishable on conviction by a fine of ZMW 8,000 (approximately USD 351.82) or imprisonment for a period of two (2) years. If the offence is committed by a company, each person who is a director or is a person in charge of that mine shall be guilty of that offence, if it was committed with his knowledge.

Additionally, failure to comply with environmental laws and regulations may result in the suspension of mining activities or closure of a mine as seen above. The failure to comply with environmental laws and regulations may also result in strict liability to pay to compensation to whom any harm or damage has been caused by mining operations.

Additionally, the Environmental Management Act also provides for penalties for failing to comply with its requirements. The failure by a mining right holder to comply with the requirement to undertake an environmental impact assessment, adhere to environmental standards, maintain proper records, and manage natural resources responsibly, constitutes a criminal offence punishable upon conviction by fines of up to ZMW 280,000 and imprisonment for a term of years not exceeding 7 years.

Where non-compliance relates to hazardous waste, chemicals, or biological resources, the mining right holder is liable to more severe penalties, including a fine not exceeding ZMW 400,000, or to imprisonment for a period not exceeding ten years.

 

Under Part VI of the MRC Act, the MRC must consider environmental and human health protection when granting mining rights, and all mining licences are subject to prescribed conditions relating to health protection and rehabilitation of affected land. Section 64 of the MRC Act requires holders to report accidents and dangerous occurrences, while section 65 imposes strict liability for harm caused by mining or mineral processing operations.

Beyond the MRC Act, the sector is also governed by the following legislation:

(a) The Occupational Health and Safety Act No. 16 of 2025

This is the most recent framework law that consolidates and modernizes occupational health and safety standards in Zambia. It sets out employer obligations to provide safe workplaces, employee rights to refuse unsafe work, and mechanisms for inspections, compliance, and penalties. It emphasizes risk assessment, preventive measures, and alignment with international best practices.

(b) The Workers’ Compensation Act, No. 10 of 1999

This Act establishes the Workers’ Compensation Fund and provides for compensation to employees who suffer work-related injuries, diseases, or death. It ensures financial support for affected workers or their dependents and places obligations on employers to contribute to the fund.

(c) The Pneumoconiosis Act, Chapter 217 of the Laws of Zambia

This law specifically addresses occupational lung diseases, particularly pneumoconiosis (caused by inhalation of dust in mining and industrial operations). It provides for medical examinations, certification of cases, compensation, and preventive measures to protect workers from dust-related illnesses.

(d) The Medical Examination of Young Persons (Underground Work) Act, Chapter 216 of the Laws of Zambia

(e) This Act regulates the employment of young persons in underground mining work. It requires medical examinations to ensure fitness for such hazardous work and sets protective measures to safeguard the health and welfare of young employees in mining environments.

Disclosure obligations derive mainly from:

(a) the Green Economy and Climate Change Act No. 18 of 2024 (the “GECC Act”) providing the most explicit framework.

(b) The Environmental Management Act; and

(c) The MRC Act.

Section 12(2) of the GECC Act requires an appropriate authority (which includes the MRC) to report on sectoral greenhouse gas emissions to the Department of Green Economy and Climate Change. Additionally, section 13 of the GECC Act requires an appropriate authority to develop a sector emission reduction plan with respect to greenhouse gas emissions, which must be reviewed every five years. Further, section 17 of the GECC Act requires any person who emits greenhouse gases to maintain and submit a greenhouse gas inventory. Noncompliance with section 17 is generally punishable on conviction by a fine not exceeding three thousand penalty units (ZMW 1,200) for each day that the contravention continues. Section 18 of the GECC Act further requires public and private bodies to supply data to the Integrated Measuring Reporting and Verification System.

Section 29 of the Environmental Management Act mandates an Environment Impact Assessment (“EIA”) to be undertaken for any project with potential environmental effects, encompassing climate-related risks, while section 101 of the Environmental Management Act requires licensees to submit annual environmental audit reports disclosing adverse effects not captured in the original EIA. The Environmental Management (Amendment) Act No. 8 of 2023 (the “EMA Amendment”) strengthens this by requiring detailed reporting on climate change risks and mitigation strategies within EIAs, with stricter approval timelines aligned with Zambia’s Paris Agreement the legally binding international treaty on climate change adopted in Paris on 12th December, 2015, and which entered into force on 4th November, 2016, signed by Zambia on 20th September,2016, and any successor agreement; obligations (the “Parise Agreement”).

With respect to the obligations under the MRC Act, licence holders are required to obtain prior EIA approval before commencing exploration, mining, or mineral processing as provided by section 10, and licence conditions must include provisions for environmental conservation and rehabilitation in accordance with sections 59 and 60. The MRC embeds ESG considerations in licensing decisions, mandates environmental budget monitoring and joint audits with ZEMA, and requires progressive rehabilitation and mine closure planning throughout a project’s lifecycle. Further, strict liability for environmental harm under section 65 extends up the corporate chain to directors and shareholders who are aware of breaches.

The principal environmental instrument is the EMA administered by ZEMA, which requires EIAs for mining projects and mandates pollution control and environmental management plans . The 2023 amendments to the EMA enhanced the EIA regime by requiring companies to include more detailed reports on climate change impacts and sustainability .

Further, the GECC Act establishes the Green Economy and Climate Change Council, specifies GHG emission standards, establishes a greenhouse gas inventory management system, and includes provisions on carbon stock management, registration of verifiers, and enforcement. These provisions extend to mining operations as significant industrial emitters. The GECC Act also seeks to extend the domestication of the concept of Internationally Transferred Mitigation Outcomes to projects beyond the forestry sector, broadening carbon market participation across industries including, mining.

On the other hand, the MRC Act empowers the MRC to audit environmental performance in collaboration with ZEMA, embedding climate-related compliance within mining sector oversight.

As of 2026, we note that legislative proposals such as MRC General Regulations are underway to refine the mining sector’s legal framework, targeting stricter environmental protections, more robust community involvement, and alignment with international mining standards. Additionally, the National Green Growth Strategy 2024–2030 has been formulated to promote Zambia’s transition to a low-carbon, resource-efficient, and resilient economy by 2030, which is expected to inform future sectoral regulations applicable to mining.

Zambia does not currently have a dedicated carbon tax regime applicable to the mining sector or the wider economy. However, a number of environmental and climate-related laws and policy instruments indirectly advance decarbonisation objectives and are relevant to market participants across the mining value chain.

The Environmental Management (amendment) Act No. 8 of 2023 remains the principal legislation governing environmental protection and pollution control. It requires mining entities to obtain environmental approvals, conduct environmental impact assessments, and implement mitigation measures that may include emissions control, waste management, and rehabilitation obligations. These requirements, while not expressly framed as decarbonisation measures, contribute to limiting environmental degradation and promoting sustainable resource extraction.

In addition, Zambia is a party to international climate frameworks, including the Paris Agreement, and has committed to reducing greenhouse gas emissions through its Nationally Determined Contributions (NDCs). These commitments are gradually influencing domestic policy, including increased emphasis on renewable energy adoption, energy efficiency, and sustainable land use practices, all of which affect mining operations, particularly in relation to power consumption and carbon-intensive processes.

Further, policy direction from government indicates a growing focus on green growth and low-carbon development, including incentives for renewable energy projects and cleaner production technologies. While these measures are not yet consolidated into a single legislative framework, they signal a transition toward a more structured climate regulatory regime that is likely to impact the mining sector over time.

Mineral Royalty Tax

The most distinctly mining-specific tax in Zambia is the Mineral Royalty Tax, governed by the MRC Act as explained in Question 12(b) above. Mineral royalty is defined as a payment received as consideration for the extraction of minerals, and any person or company holding a mining license, that is, whether a large-scale mining license, large-scale gemstone license, small-scale mining license, small-scale gemstone license, artisan’s mining right, or mineral trading permit, is liable for mineral royalty on all minerals produced under their license. This obligation arises by virtue of the right to extract minerals, which are vested in the State, and therefore operates as a form of compensation to the government for the depletion of non-renewable natural resources. It is levied on the extraction of minerals and applies to all holders of mining licenses, regardless of whether the mining entity is profitable or not. This means that even a loss-making mining company must pay mineral royalty. The tax is calculated on the value of minerals produced and not on profits making it a significant and unavoidable cost of mining operations.

The obligation to pay Mineral Royalty Tax extends beyond formal license holders, that is, any person not holding a mining right but found in possession of minerals extracted in Zambia on which mineral royalty has not been paid is equally liable, and all persons who mine minerals for use as inputs or raw materials in their manufacturing processes, such as cement and lime manufacturers. This broad scope ensures that the tax cannot be circumvented through informal extraction or downstream usage of minerals without proper compliance.

The rates of mineral royalty vary depending on the type of mineral as indicated in Question 12(b) above and where the Commissioner-General of the ZRA determines that the realised price does not reflect an arm’s length transaction between a willing seller and a willing buyer, the Commissioner-General may issue a notice to that effect, and the gross value will be redetermined in accordance with the transfer pricing mechanism set out in sections 97A to 97D of the Income Tax Act. This ensures that mineral royalty is assessed on a fair and economically accurate valuation, preventing under-pricing and revenue leakage through related-party transactions.

In addition to the above, mineral royalty returns must be submitted monthly, within 14 days after the end of the month in which the sale of minerals is made, and payment is equally due within that same period. Late submission of a return attracts a penalty of ZMW 300 per month for individuals and ZMW 600 per month for companies. In addition, daily late payment charges of 0.5% of the tax due, plus interest at the Bank of Zambia discount rate plus 2% per annum, are payable on any outstanding amounts. These strict timelines and penalties underscore the importance placed on compliance within the mining fiscal regime.

Minimum Alternative Tax (MAT)

The Minimum Alternative Tax (“MAT”) is a more recently introduced tax mechanism of particular relevance to mining entities, which frequently report significant tax losses due to the capital-intensive nature of their operations and the long gestation periods before profitability is achieved. Enacted through the Income Tax (Amendment) Act No. 10 of 2025 (the “2025 Amendment”) on 19 August 2025, MAT requires all businesses including those in the mining sector to pay a minimum tax of 1% of gross annual turnover, in addition to any regular income tax liability that may arise.

The practical effect of MAT is that even a mining company reporting losses, or one with substantial loss carry-forwards that would otherwise reduce its income tax liability to nil, remains obligated to pay tax based on its revenues. This is particularly significant in the mining context, where upfront capital expenditure is high and profitability may only be realised over an extended period. As such, MAT ensures that the State continues to derive revenue from mining operations regardless of their accounting profitability.

This obligation is further reinforced by the 2025 amendment that limits the offsetting of tax losses to a maximum of 50% of taxable income in any charge year, meaning that at least 50% of taxable income is always subject to tax even where losses are available. Together, these measures significantly restrict the ability of mining companies to defer tax liabilities through accumulated losses.

To mitigate potential double taxation, MAT payments may be credited against future income tax liabilities for up to five subsequent charge years. However, the credit cannot be carried beyond five years from the charge year in which it was accrued, thereby limiting the long-term benefit of such credits. Entities already subject to presumptive or turnover-based tax regimes are excluded from MAT, ensuring that the tax does not overlap with other simplified tax systems.

Property Transfer Tax (PTT) on Mining Rights and Licenses

Property Transfer Tax is a transaction-based tax that applies specifically to the transfer of property. Property includes:

(a) A land in Zambia;

(b) A share issued by a company in Zambia or by a company incorporated outside Zambia where the company directly or indirectly owns at least 10% percent of the shares in a company incorporated in Zambia;

(c) A mining right issued under the MRC Act;

(d) A mineral processing licence issued under the MRC Act.

The rate of tax payable is as follows:

(a) 10% of the realised value in respect of a mining right for a mining licence;

(b) 8% of the realised value in respect of a mining right for an exploration licence;

(c) 10% of the realised value in respect of a mineral processing licence;

(d) 8% of the realised value in respect of land;

(e) 8% of the realised value in respect of shares; and

(f) 8%of the realised value in respect of intellectual property.

For mining rights, the realised value is the actual price of the mining right or the value as determined by the Commissioner-General, whichever is higher. This valuation framework ensures that PTT is assessed on a fair and economically meaningful basis.

Zambia’s mining sector is undergoing significant institutional and legislative reform, aimed at modernising regulation and strengthening oversight. A key recent development is the enactment of the MRC Act and the Geological and Minerals Development Act.

The MRC Act has significantly restructured sector governance. The Act transfers regulatory authority from direct ministerial control to an independent commission responsible for licensing, monitoring, and compliance. This shift is intended to enhance transparency, reduce administrative inefficiencies, and promote consistency in regulatory decision-making. Further, while the Commission has been appointed, it is unclear what measures government has put in place to ensure that whether it has the capacity to undertake all its functions under the Act.

Additionally, institutional reforms include the establishment of the Zambia Minerals Investment Corporation (ZMIC), which is intended to facilitate joint ventures, promote value addition, and support beneficiation projects across the mining value chain. This reflects a broader policy objective of increasing local participation and maximising the economic benefits derived from mineral resources.

Collectively, these developments represent a substantial overhaul of Zambia’s mineral administration framework. They are designed to improve investor confidence considering the President of Zambia’s target of 3 million metric tonnes copper production by 2031, strengthen accountability, and align the sector with international best practices. They also signal a strategic shift toward data-driven and inclusive mineral development, with increased emphasis on geological data generation, formalisation of artisanal mining, and enhanced regulatory oversight. For mining entities, these reforms have direct implications for licensing, compliance obligations, and overall investment planning within Zambia’s evolving mining landscape.