The Minerals Regulation Commission Act, No. 14 of 2024 (the "MRC Act") is the most significant overhaul of Zambia's mining legal framework in a decade. Assented to on 20 December 2024 and brought into full force by Commencement Order on 13 June 2025, the Act repeals the Mines and Minerals Development Act, 2015 in its entirety and establishes a single autonomous regulator — the Minerals Regulation Commission (the "MRC") — with sweeping authority over licences, transfers, encumbrances and enforcement.
For international investors and lenders deploying capital into Zambia's mining sector, this is not a background regulatory change. It is a structural shift that touches every acquisition, farm-in, joint venture, project financing and enforcement scenario. Understanding it is now essential to doing business in the sector.
Why the Change?
Under the 2015 Act, regulatory authority was fragmented across the Ministry of Mines, the Director of Mines, the Mining Licensing Committee, the Director of Mining Cadastre and the Director of Geological Survey. Administrative decisions were concentrated in the hands of the Minister, with limited practical recourse — the Mines Appeal Tribunal, though provided for in the legislation, remained inoperative for nearly a decade. The result was duplication, inconsistency and delay.
The MRC Act centralises all of these functions within a single Commission, established as a body corporate with perpetual succession. It grants, suspends and revokes mining rights; approves transfers, assignments and encumbrances; monitors compliance; and regulates mineral marketing and export. The policy objective is clear: a more structured, transparent and compliance-driven environment.
What Investors Must Watch
The centralisation brings genuine advantages — a single regulatory counterpart, a clearer evidentiary trail for due diligence, and more coherent decision-making. But it also introduces risks that must be managed proactively.
First, mandatory prior approvals now sit on the critical path of every material transaction. Under Section 46 of the MRC Act, any transfer or encumbrance of a mining right requires prior MRC and Minister approval, together with a ZRA tax clearance certificate. Under Section 47, any change of control — defined as acquiring 50% or more of shares, or the ability to appoint or block the majority of directors — requires prior written MRC approval. PACRA has adopted a practice of requiring MRC clearance before registering any shareholding change in a mining company, meaning even minority acquisitions may be delayed.
Second, the concentration of all approvals in a newly established institution creates real transition-period risk. The cancellation of 3,000 mining licences for non-compliance in early 2025, with 1,200 subsequently appealed, illustrates both the Commission's enforcement appetite and the pressure on its institutional capacity. There are no fixed statutory timelines for transfer approvals or encumbrance consents — a gap that demands conservative transaction planning.
Third, for lenders, the approval requirement applies at the point of creation of security over a mining right, not merely at enforcement. A charge taken without MRC and Minister approval may be unenforceable. Facility agreements must treat this approval as a condition precedent to first drawdown, and enforcement planning must account for the additional Section 46 approval needed to transfer a licence on default.
Fourth, the MRC Act extends personal liability beyond the corporate entity. Under Section 88, where an offence is committed by a body corporate with the knowledge, consent or connivance of a director, manager or shareholder, that individual is personally liable. This is not a theoretical risk — it demands board-level attention to regulatory compliance and should inform how international investors structure their governance frameworks for Zambian mining companies.
Practical Steps for Investors and Lenders
Investors who succeed under this regime will be those who treat the MRC as an active participant in every deal, not an afterthought. In our experience, the following steps are critical:
Front-load MRC engagement. Pre-application dialogue with the Commission can surface objections early and reduce iterative information requests. Build conditions precedent requiring MRC and Minister approval in form and substance satisfactory to the buyer, investor or lender. Set long-stop dates conservatively — at least six months from signing with extension rights for complex transactions. Include tailored events of default for licence suspension, loss of MRC-approved encumbrances, or unauthorised changes of control. Document every regulatory interaction meticulously — this record may prove invaluable in any future dispute.
A Positive but Active Framework
The MRC Act is, on balance, a positive development. It replaces an opaque and fragmented system with one designed for transparency and consistency. The operationalisation of the Mining Appeals Tribunal — with its first Registrar sworn in on 29 January 2025 — provides genuine administrative recourse for the first time since the concept was introduced under the 2015 Act. Zambia's bilateral investment treaty network, including the recently signed Japan-Zambia BIT of February 2025, adds a further layer of investor protection.
Zambia is targeting 3 million metric tonnes of annual copper production by 2031 — an ambition that requires sustained foreign investment.
But the framework demands active engagement. Investors who understand the MRC regime, structure their transactions accordingly and build constructive relationships with the Commission will be best placed to participate in this historic opportunity.