Gabon Décret n° 0276/PR/MM: Régime des Substances Souveraines (35% State Free-Carry)

Mechanism

Décret n° 0276/PR/MM was the first major industrial-policy instrument issued by the CTRI (Comité pour la Transition et la Restauration des Institutions) after its August 2023 coup ousting President Ali Bongo Ondimba. Signed roughly ten months into the transitional period, it followed a classic post-coup resource-nationalism script: assert state sovereignty over strategic mineral categories before constitutional normalisation, then lock in structural terms before a new legislature can raise the standard of debate.

Core provisions:

• Article 5 — 35% non-dilutable free-carry: The state holds an automatic 35% equity stake in the capital of any company operating a large-scale mine exploiting sovereign substances. The stake is "libre de toute charge" (free of all charges) and explicitly inalienable — it cannot be waived, diluted, or traded away in exchange for fiscal concessions or other benefits in mining conventions. This is a sharp escalation above the pre-existing mining code's standard 10% free-carry applicable to all permits.
• Additional 25% option: Beyond the mandatory 35%, the state may elect to acquire up to a further 25% at fair market value, creating a potential total state exposure of 60% of project equity.
• Pre-emption on transfers: Any transfer of a sovereign-substance mining title to a non-affiliated third party triggers a state right of first refusal.
• In-country processing (Article 9): Extracted sovereign substances must be processed domestically before export, unless an explicit ministerial exemption is granted.
• Employment priority (Article 7): Mining operators must prioritise Gabonese nationals in workforce composition.
• Small-scale exclusivity: Small-scale mining titles for sovereign substances are restricted to Gabonese-controlled entities.
• Quality certification (Article 10): All sovereign substances require official compliance certificates before sale or export.
• State vehicle: Équatoriale des Mines is designated as the state entity through which the mandatory 35% free-carry is channelled.
• Compliance window (Article 19): Operators already holding permits had one year from publication (JORAG n° 27, 15 July 2024) to restructure, bringing the deadline to approximately 15 July 2025.

Political context

The decree is the CTRI government's flagship assertion of resource sovereignty in the immediate post-coup period. Oligui Nguema subsequently won a presidential election in March 2025, transitioning from coup leader to elected president of Gabon's "Fifth Republic," cementing the decree into the new constitutional order. The measure peers with the wave of post-coup resource-nationalism legislation across francophone West Africa: Burkina Faso's Loi 016-2024/ALT Code Minier (15% state free-carry for all mines), Niger's nationalisation of the SOMAÏR uranium operation (Orano), and Mali's Loi 2023-040 mining-code amendments — together forming a regional arc of post-junta resource-capture legislation.

Company exposure

Eramet / Comilog are the dominant foreign mining investors in Gabon via the Moanda manganese mine (one of the world's largest manganese deposits, contributing ~50% of Eramet's mining EBITDA). However, manganese is not among the six designated sovereign substances, so Comilog's core operation is not directly triggered by Décret 0276 as written. The decree's most immediate targets are gold, uranium, and rare-earth projects — including any Comilog diversification moves on its existing Gabonese landholding into those categories. Eramet's primary exposure is therefore indirect: the decree signals the CTRI government's willingness to apply aggressive state-equity terms across strategic mineral categories, and any future manganese-code revision or extension of sovereign-substance designation to manganese (a scenario not implausible given the 2025 raw-manganese export-ban decision) would directly affect Comilog's ownership structure.

Downstream implications

• The one-year compliance window (to ~July 2025) has elapsed. Any gold, uranium, or rare-earth project currently operating in Gabon should already have restructured its cap table to accommodate the 35% Équatoriale des Mines stake.
• The combined 35% free-carry + 25% state option effectively gives the Gabonese state a potential 60% share of sovereign-substance project economics, radically altering the feasibility calculus for junior and mid-cap miners.
• The decree anchors Gabon's 2025 raw-manganese export ban (filed separately at 2025-05-30-gabon-raw-manganese-export-ban-2029) — together these two instruments constitute the post-coup Gabonese resource-policy stack.
• For the CRMA, EU STEP, and Western critical-minerals supply-chain programmes, Gabon's uranium and rare-earth potential (historically under-explored) faces a materially higher state-equity hurdle than pre-coup.

Open questions

• Whether Chinese state-linked mining firms that have expressed interest in Gabon's rare-earth deposits are structuring around the free-carry via joint ventures with Équatoriale des Mines.
• Whether manganese will be added to the sovereign-substances list in a future presidential decree, directly triggering the 35% provision for Comilog/Eramet.
• Status of any ongoing or planned uranium exploration licences under the new free-carry framework (Orano historically held Gabonese uranium exploration rights).