Mining & Metals in Central Asia

Copper & Zinc

Kazakhstan is a significant copper producer. The Zhezkazgan copper deposit — operated by Kazakhmys — 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 comply with the Subsoil and Subsoil Use Code (No. 125-VI of 27 December 2017), which governs exploration and mining licences for solid minerals, transfers of subsoil use rights, and local content obligations.

Bond Stone advises on subsoil use licence applications, 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, developed by 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. The Kyrgyz State took over the mine in 2021, and Centerra's exit closed on 29 July 2022, when it transferred its Kumtor subsidiaries to state-owned Kyrgyzaltyn and the parties released all claims. 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 third-largest producer of chromite ore, after South Africa and Turkey (USGS estimates for 2025), and a major ferrochrome supplier. The Donskoy ore mining and processing plant in Khromtau, Aktobe Region, is a flagship asset. Kazakhstan's Sokolov-Sarbai 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 equipment manufacturing partnerships relevant to mining infrastructure projects.

Coal

The Ekibastuz coal basin in Kazakhstan is Kazakhstan's main coal basin and is mined in large open pits. Coal-fired power generation remains central to Kazakhstan's energy mix, though the country's carbon neutrality goal is driving a gradual transition. Bond Stone advises energy investors on both coal asset acquisitions and the regulatory framework for the transition to clean energy.

Uranium & Rare Earth Metals

Kazakhstan produced about 39% of the world's mined uranium in 2024, by in-situ recovery, primarily through Kazatomprom — the world's largest uranium producer by volume. Uranium offtake agreements and joint ventures with Kazatomprom require specialist legal structuring, and exports raise export control questions: goods on the national control list need an export permit (Law No. 172-VII on Control of Specific Goods, Arts. 5, 20). 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 licence and 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 licence applications, auctions or tenders, and transfers. In Kazakhstan, the Subsoil and Subsoil Use Code (No. 125-VI of 27 December 2017) provides for exploration and mining licences for solid minerals, while subsoil use contracts are concluded for hydrocarbons and uranium. Licence applications for the same area are considered in order of receipt, and certain plots, including plots with recorded reserves, are granted by auction. Bond Stone advises investors on licence applications and auctions, dealings with the competent authority (the Ministry of Industry and Construction for solid minerals other than uranium), and due diligence on existing licences and contracts for acquisition transactions. We also advise on the competent authority's transfer permit and, for strategic subsoil plots, the State's priority right when subsoil use rights or shares in subsoil users 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 transfer of subsoil use rights, subject in Kazakhstan to a permit from the competent authority and, for strategic plots, the State's priority right. 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 transfer permit and priority right triggers, anti-monopoly clearance requirements (the Agency for Protection and Development of Competition in 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 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, the State's priority right on strategic plots, 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 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 set a minimum in-country value for works and services bought by mining licence holders.

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 an understanding of Kazakhstan's export control rules 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 (No. 400-VI of 2 January 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 — engage 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 the enforcement of its judgments in Kazakhstan on the same terms as Kazakhstani court judgments, make it an increasingly attractive forum for mining contract disputes.

Chinese EPC Contractor — Mining Infrastructure, Kazakhstan
Advised a Chinese equipment manufacturer and EPC contractor 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 Kyrgyz subsoil legislation, 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's partners hold AIFC Legal Adviser status and handle 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 Construction (Kazakhstan), Ministry of Natural Resources, Ecology and Technical Supervision (Kyrgyzstan), and the Ministry of Mining Industry and Geology (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?

Under the Subsoil and Subsoil Use Code (No. 125-VI of 27 December 2017), solid minerals are explored and mined under an exploration licence or a mining licence, while hydrocarbons and uranium are developed under subsoil use contracts. Licence applications for the same area are considered in order of receipt, and certain plots, including plots with recorded reserves, are granted by auction. The Ministry of Industry and Construction is the competent authority for solid minerals other than uranium. A transfer of a licence or contract right, or of shares in its holder, needs the competent authority's permit, and the State has a priority right on strategic subsoil plots, which include uranium deposits.

What is the State's priority right in Kazakhstani mining transactions?

Under Article 43 of the Subsoil and Subsoil Use Code of Kazakhstan, the State has a priority right to acquire a subsoil use right, or related shares, that is being sold on a strategic subsoil plot. Strategic plots are large oil and gas plots, plots in the Kazakhstan sector of the Caspian Sea, and plots containing a uranium deposit. Most other mining assets fall outside the priority right but still need a transfer permit from the competent authority under Article 44. The authority considers the priority right together with the permit application, which cannot be withdrawn for three months, and the State buys at a price and on payment terms no worse than those in the application. A transaction made without a permit may be declared invalid by a court on the competent authority's claim.

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 holds the subsoil use right. 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.

What local content obligations apply to mining companies in Kazakhstan?

Subsoil users in Kazakhstan must give preference to Kazakhstani personnel. Under Article 28 of the Subsoil and Subsoil Use Code, the local content share of works and services bought for subsoil operations, as set in subsoil use contracts and solid mineral mining licences, must be at least 70 percent of the total for the calendar year. A shortfall under a mining licence carries a penalty of 30% of the value of the works and services concerned (Article 221), and under a contract the penalty set in the contract (Article 133).

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; judgments are enforced in Kazakhstan on the same terms as Kazakhstani court judgments, and abroad they are treated as foreign court judgments, outside the New York Convention. International arbitration under SIAC, ICC, or ICSID rules is standard for major investment and EPC disputes. Investment treaty arbitration, including ICSID, may be available against Kazakhstan, Kyrgyzstan, and Uzbekistan under applicable bilateral investment treaties (BITs) for expropriation and fair treatment claims.

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. Bond Stone's partners hold AIFC Legal Adviser status, represent clients in court, and act in international arbitration.