Copper & Zinc

Kazakhstan is one of the world’s top ten copper producers. The Zhezkazgan copper deposit — operated by Kazakhmys/KAZ Minerals — is one of the largest single copper deposits globally. Zinc production is anchored at the Ridder-Sokolny and Shalkiya deposits. Foreign investors in these sectors must navigate the Subsoil and Subsoil Use Code (Law No. 125-VI, 2017), which establishes subsoil use contract requirements, mandatory state equity participation thresholds, and local content obligations for goods, works, and services.

Bond Stone advises on subsoil use contract negotiations, JV structuring with Kazakhstani state-linked partners, and due diligence on existing licences for acquisition transactions.

Gold & Precious Metals

Gold mining is the centrepiece of Kyrgyzstan’s extractive sector. The Kumtor gold mine — operated under a concession agreement with Centerra Gold — has been one of the most significant foreign investment projects in Central Asian history and a landmark case in the evolution of Kyrgyz investment law and dispute resolution. Uzbekistan’s Muruntau gold deposit, operated by Navoi Mining, is one of the world’s largest open-pit gold mines and a growing focus of foreign investor interest as Uzbekistan liberalises access to its resources sector.

Bond Stone advises on concession agreement review, stabilisation clause enforcement, offtake and streaming arrangements, and international arbitration arising from Kyrgyz and Uzbek mining projects.

Iron Ore, Chrome & Manganese

Kazakhstan is the world’s largest producer of chromite, supplying over 30% of global ferrochrome. The Donskoy ore mining and processing combine in the Kostanay region is a flagship asset. Kazakhstan’s Sokolovsko-Sarbaiskoe iron ore deposit is among the largest in the CIS. Manganese deposits in the Atasu region are actively developed by Chinese-backed investors. Bond Stone has experience advising Chinese investors on EPC contract structures, equipment importation, and XGMA-type manufacturing partnerships relevant to mining infrastructure projects.

Coal

The Ekibastuz coal basin in Kazakhstan is one of the world’s largest open-cast coal deposits, producing in excess of 100 million tonnes annually. Coal-fired power generation remains central to Kazakhstan’s energy mix, though the country’s carbon neutrality commitments under the Paris Agreement are driving a gradual transition. Bond Stone advises energy investors on both coal asset acquisitions and the regulatory framework governing the transition to clean energy alternatives, including renewable energy obligations linked to coal-dependent power purchase agreements.

Uranium & Rare Earth Metals

Kazakhstan produces approximately 43% of the world’s uranium through in-situ recovery, primarily through Kazatomprom — the world’s largest uranium producer by volume. Uranium offtake agreements, joint ventures with Kazatomprom, and export licensing require specialist legal structuring. Rare earth deposits in Kazakhstan and Kyrgyzstan are increasingly attracting strategic interest from US, European, and Asian investors in the context of global critical minerals supply chain security. Bond Stone advises on subsoil use contract structuring, technology transfer provisions, and government negotiations for critical minerals projects.

Subsoil Use Licence Acquisition & Negotiation

Subsoil use rights in Kazakhstan, Kyrgyzstan, and Uzbekistan are awarded through a combination of competitive tenders, direct negotiations, and licence transfers. The Subsoil and Subsoil Use Code of Kazakhstan (Law No. 125-VI, 2017) establishes the legal basis for subsoil use contracts, defining the rights and obligations of subsoil users, mandatory work programmes, and reporting requirements. Bond Stone advises investors on subsoil use contract structuring, direct negotiation with the competent authority (the Ministry of Industry and Infrastructure Development), licence transfer procedures, and due diligence on existing subsoil use contracts for acquisition transactions. We also advise on mandatory state pre-emption right notification procedures applicable when subsoil use rights or shares in subsoil use companies are transferred.

Mining M&A & Due Diligence

Acquisitions of mining assets in Central Asia typically involve purchase of shares in a Kazakhstani, Kyrgyz, or Uzbek legal entity holding subsoil use rights, or direct assignment of subsoil use contracts subject to state pre-emption right procedures. Bond Stone conducts full legal due diligence on target entities, covering subsoil use contract validity, licence encumbrances, environmental liability, corporate structure, regulatory compliance, and historical title chain. We structure transactions to manage key risks including state pre-emption right triggers, anti-monopoly clearance requirements (AZRK for Kazakhstan), and change-of-control restrictions under applicable subsoil use contracts. Our cross-border M&A experience spans Chinese-backed acquisitions, European investor mandates, and CIS-region strategic transactions.

Joint Venture Structuring with State-Linked Partners

Many significant mining assets in Kazakhstan and Kyrgyzstan involve state-linked entities — including Samruk-Kazyna subsidiaries, Kazakhmys/KAZ Minerals vehicles, and Kyrgyz state mining enterprises — as mandatory or voluntary joint venture partners. Structuring joint ventures with state-linked counterparties requires careful attention to governance rights, minority protection provisions, deadlock resolution mechanisms, state pre-emption right obligations, and exit rights in a context where contractual enforcement against state entities carries additional complexity. Bond Stone advises foreign investors on JV term sheets, shareholder agreements, corporate governance frameworks, and dispute resolution provisions for joint ventures involving Kazakhstani and Kyrgyz state-linked mining partners.

EPC Contracts & Mining Infrastructure

Mining infrastructure development — processing plants, tailings facilities, roads, rail connections, and power supply — frequently involves EPC or EPCM contracts with international main contractors and local subcontractors. Bond Stone has significant experience advising Chinese EPC contractors and investors on contract negotiation, equipment and materials importation, local content obligations, variation and delay claim management, and defect liability provisions under both standard international forms (FIDIC Silver and Yellow Books) and bespoke CIS-adapted EPC contracts. We advise on the local content requirements applicable to procurement of goods, works, and services by subsoil users under Kazakhstani law, which impose substantial obligations on mining licence holders to prefer Kazakhstani suppliers.

Offtake Agreements & Streaming Structures

Offtake agreements for mined commodities — copper concentrates, gold doré, uranium yellowcake — are key commercial instruments that provide revenue certainty for project developers and financing security for lenders. Streaming and royalty financing structures have become increasingly important in Central Asia as junior mining companies seek non-dilutive capital. Bond Stone advises on offtake agreement terms, pricing mechanisms (LME-linked, spot, and fixed-price structures), delivery conditions, force majeure provisions applicable to Kazakhstani and Kyrgyz export regulatory constraints, and termination and step-in rights for lenders. We also advise on uranium offtake structures involving Kazatomprom, which requires specialist understanding of Kazakhstan’s uranium export licensing and state participation requirements.

Environmental Permitting & Compliance

Mining operations in Kazakhstan and Uzbekistan are subject to environmental impact assessment (EIA) requirements and ongoing environmental monitoring obligations. Kazakhstan’s Environmental Code (Law No. 400-VI, 2021) introduced significant reforms to the environmental permitting framework, including the introduction of integrated environmental permits (IEP) for Category I installations and strengthened requirements for environmental liability and rehabilitation bonds. Tailings management, groundwater protection, and reclamation planning are regulated compliance obligations for subsoil users. Bond Stone advises mining companies on environmental permit applications, environmental compliance obligations under subsoil use contracts, and environmental due diligence in the context of mining M&A transactions.

Mining Dispute Resolution & International Arbitration

Mining disputes in Central Asia — involving subsoil use contract termination, licence revocation, expropriation, state interference, joint venture deadlock, and contractor claims — require experienced counsel familiar with both the local legal framework and the international arbitration institutions applicable to major mining transactions. Bond Stone handles mining disputes before Kazakhstani and Kyrgyz courts, AIFC Court proceedings, and international arbitration under SIAC, ICC, and ICSID rules. Our experience spans investment treaty arbitration claims under bilateral investment treaties (BITs) to which Kazakhstan and Kyrgyzstan are parties, commercial arbitration between joint venture partners, and contractor claims under EPC contracts. The AIFC Court’s common law framework and its recognition by international enforcing courts make it an increasingly attractive seat for mining contract disputes.

Mineral Rights Acquisition — Northern Kazakhstan
Advised on the USD 12 million acquisition of a tannery and processing facility with associated mineral rights in Northern Kazakhstan, including subsoil use contract due diligence, state pre-emption right notification, and transaction structuring under the Subsoil and Subsoil Use Code 2017.

Chinese EPC Contractor — Mining Infrastructure, Kazakhstan
Advised a Chinese equipment manufacturer and EPC contractor (XGMA-affiliated group) on the legal framework for heavy equipment importation, local content obligations, and manufacturing partnership agreements for mining infrastructure deployment across the Kostanay and Karaganda regions of Kazakhstan.

Manganese Project — Atasu Region, Kazakhstan
Advised a Chinese-backed investor group on the legal structuring of a manganese development joint venture in the Atasu region, covering subsoil use contract assignment procedures, JV documentation with a Kazakhstani state-linked partner, and cross-border financing arrangements.

Gold Project Legal Due Diligence — Kyrgyzstan
Conducted full legal due diligence on a junior gold exploration company in Kyrgyzstan for a prospective acquirer, covering licence validity under the Law on Subsoil (2012), environmental rehabilitation bond compliance, licence transfer restrictions, and assessment of historical concession agreement terms.

Mining Holding Company — AIFC Structuring
Advised an international mining investor on the establishment of an AIFC-incorporated holding company to hold interests in Kazakhstani and Kyrgyz subsoil use entities, covering AIFC entity formation, cross-border ownership chain documentation, and the selection of AIFC Court jurisdiction for shareholder dispute resolution.

Uranium Offtake Advisory — Kazakhstan
Advised an international trading group on the legal framework applicable to uranium offtake agreements involving Kazatomprom subsidiaries, covering export licensing requirements, state participation obligations, pricing mechanism structures, and force majeure provisions specific to Kazakhstan’s uranium export regulatory regime.

Why Bond Stone for Mining & Metals

—Offices in Almaty, Astana, Bishkek, and Tashkent — on-the-ground presence in all three core mining jurisdictions

—Bond Stone holds AIFC Legal Adviser status — our attorneys are authorised for AIFC Court proceedings and AFSA-related structuring for mining holding companies

—Ranked by Legal 500 EMEA and IFLR1000 for Energy and Natural Resources practice

—Experience advising Chinese investors on EPC contracts, equipment importation, and manufacturing partnerships in mining infrastructure

—Trilingual capability (English, Russian, Kazakh) for regulatory filings and negotiations with state authorities

—Established relationships with the Ministry of Industry and Infrastructure Development (Kazakhstan), State Agency for Geology and Mineral Resources (Kyrgyzstan), and Goskomgeologiya (Uzbekistan)

—Track record in cross-border M&A involving mining assets across the CIS and AIFC-structured holding vehicles

What is a subsoil use licence in Kazakhstan and how is it obtained?

A subsoil use licence (or subsoil use contract) in Kazakhstan grants the right to explore or extract mineral resources under the Subsoil and Subsoil Use Code (Law No. 125-VI, 2017). Licences are awarded through competitive tenders or direct negotiation with the Ministry of Industry and Infrastructure Development (MIID). Applicants must submit a work programme, financial capacity evidence, and technical competence documentation. The state retains a statutory pre-emption right — the right of first refusal — whenever subsoil use rights or shares in a subsoil use company are transferred to a third party.

What is the state pre-emption right in Kazakhstani mining transactions?

Under the Subsoil and Subsoil Use Code of Kazakhstan, the state has a statutory right of first refusal (pre-emption right) when a subsoil use contract or shares in a company holding subsoil use rights are transferred. The seller must formally notify the competent authority and offer the asset to the state on the same terms as the proposed transaction. The state has 30 days to exercise the right. Failure to comply renders the transaction void. Bond Stone advises buyers and sellers on structuring transactions to satisfy pre-emption notification requirements and minimise regulatory risk.

How do foreign investors structure mining acquisitions through the AIFC?

Foreign investors in Kazakhstani mining frequently establish an AIFC-incorporated holding company (SPV) to hold shares in the Kazakhstani legal entity that owns the subsoil use contract. This structure gives investors access to AIFC Court jurisdiction — a common law court applying English law principles — for shareholder disputes and M&A transaction documentation, while the operating entity remains a Kazakhstan-incorporated LLP or JSC subject to local subsoil regulation. Bond Stone advises on AIFC entity formation, cross-border ownership chain documentation, and AIFC-governed shareholder agreements for mining holding structures.

What local content obligations apply to mining companies in Kazakhstan?

Subsoil users in Kazakhstan are subject to mandatory local content obligations requiring preference for Kazakhstani goods, works, and services in procurement. Under the Subsoil and Subsoil Use Code, subsoil use contracts must include annual local content plans, and subsoil users are required to report procurement spending by origin. Non-compliance can trigger contractual penalties and jeopardise licence renewal. Bond Stone advises mining companies on structuring procurement arrangements, EPC contracts, and supply agreements to meet local content thresholds and manage compliance reporting obligations.

What dispute resolution options are available for mining disputes in Central Asia?

Mining disputes in Kazakhstan, Kyrgyzstan, and Uzbekistan can be resolved through several forums depending on contract structure and applicable law. AIFC Court proceedings apply common law principles and are enforced internationally. International arbitration under SIAC, ICC, or ICSID rules is standard for major investment and EPC disputes. Investment treaty arbitration (ICSID) is available against Kazakhstan, Kyrgyzstan, and Uzbekistan under applicable bilateral investment treaties (BITs) for expropriation and fair treatment claims. Bond Stone handles mining disputes across all these forums and advises on dispute resolution clause structuring to optimise investor protection.

Advising on a Mining or Metals Transaction in Central Asia?

Bond Stone provides in-country legal advisory on subsoil use licences, mining M&A, joint venture structuring, EPC contracts, and dispute resolution across Kazakhstan, Kyrgyzstan, and Uzbekistan. AIFC Legal Adviser status enables court proceedings and international arbitration support.