On 22 May 2026, Zimbabwe's Ministry of Mines and Mining Development issued a policy statement introducing significant changes to participation in Zimbabwe's small and mediumscale gold mining sector. The announcement may have material implications for existing foreign investors and prospective entrants into Zimbabwe's gold mining market.

While Government has reaffirmed its commitment to supporting foreign investment in the broader mining sector, the policy seeks to reserve certain gold mining activities for Zimbabwean citizens and Zimbabwean wholly-owned entities.

Key Policy Measures

1. Reservation of the small and medium-scale gold sector

With immediate effect, the policy states that the small and medium-scale gold mining sector is reserved exclusively for Zimbabwean citizens and Zimbabwean wholly-owned entities.

Foreign individuals, foreign-controlled companies and foreign beneficial owners are stated to be prohibited from:

• acquiring, holding or controlling mining titles within the reserved category;

• directly or indirectly participating in management or operations; and

• entering into arrangements intended to confer operational or economic control over reserved operations. The policy further states that nominee arrangements, proxy ownership structures and undisclosed beneficial ownership arrangements designed to circumvent the policy will not be permitted.

2. Definition of small and medium-scale gold mining

The policy defines small and medium-scale gold mining as operations involving:

• monthly gold production of up to 20 kilograms per month; and/or

• capital investment of up to US$15 million.

Operations exceeding either of these thresholds are intended to fall under the applicable large-scale mining framework.

3. Transitional arrangements

Existing operators within the sector are required to regularise and re-register their operations on or before 1 January 2027.

The re-registration process will include:

• verification of citizenship and beneficial ownership;

• disclosure of corporate and financing structures;

• confirmation of environmental, tax, labour and mineral marketing compliance; and

• verification of production levels and capital investment thresholds.

4. Existing foreign participants

The policy states that foreign investors already participating in the affected sector are expected to transition into operations above the prescribed thresholds by:

• increasing production capacity beyond 20kg per month; and/or

• recapitalising investment beyond US$15 million,

thereby qualifying under the large-scale investment framework.

5. Additional compliance requirements

The policy also introduces further measures relating to:

• localisation of senior and middle management positions;

• productivity requirements linked to mining rights;

• ESG and environmental compliance;

• labour law compliance; and

• enhanced production monitoring and reporting requirements.

6. Practical Considerations for Existing Foreign Investors

The following are practical legal and commercial considerations for foreign investors:

a. Review existing structures and arrangements

Foreign investors should undertake an immediate review of ownership structures, shareholder arrangements, tribute agreements, joint ventures, management arrangements and financing structures to assess potential exposure.

b. Assess whether operations meet applicable thresholds

Existing operators should evaluate current production levels and capital investment to determine whether they already qualify, or can reasonably transition, to a large-scale operating framework.

c. Prepare for regulatory regularisation

Investors should ensure that records relating to beneficial ownership, production levels, financing arrangements, tax compliance, labour compliance and environmental approvals are in order in anticipation of the re-registration process.

d. Exercise caution before restructuring

Given that implementation procedures and further guidance are expected, investors should avoid undertaking restructuring steps intended solely to address form rather than substance, particularly given the policy's express focus on nominee and indirect ownership arrangements.

7. Initial observations

The announcement is framed as a policy statement and implementation measures are expected to follow. Certain legal and practical questions remain, including the interaction between the policy and existing statutory provisions, treatment of existing arrangements, and implementation and enforcement mechanisms.

Accordingly, foreign investors with existing interests in Zimbabwean gold projects should assess their structures and operations carefully and seek advice on the potential impact of the measures on current and proposed investments.

Scanlen & Holderness continues to monitor developments and would be pleased to discuss the implications for any existing or proposed investment structures.