A few years ago, a colleague came to my office with a foreign Investor who had just signed an agreement of sale for a substantial Gold Mine. They arrived looking rather troubled, but the Investor’s face told the story before anyone had said a word.
As we discussed the transaction, I soon discovered the reason for his concern. Although he had signed an agreement of sale, he had not carried out the necessary checks on the Mine before committing himself. What appeared to be an exciting investment was carrying a ZIMRA legacy debt of approximately US$1 million.
That discovery immediately changed the atmosphere. The Investor could not simply walk into the Ministry of Mines and change ownership of the mining title as though nothing had happened. The outstanding tax liability had to be addressed. Depending on the circumstances, the parties would need to establish whether the debt had been settled, whether an approved arrangement or moratorium could be obtained from ZIMRA, and whether the relevant authorities would accept the proposed transfer.
There was another painful twist. As soon as the Seller received the purchase price, he disappeared. When the Investor tried to contact him, he was told that the Seller had relocated to his country of origin and was no longer locally available. The Investor had paid for a Mine that he could not yet transfer, while the person who had promised to assist with the process was now outside the jurisdiction. Any legal recourse had become significantly more difficult, expensive and uncertain.
The agreement of sale had been signed, but the transaction was far from complete. In fact, the most important question was no longer, “How much is the Mine worth?” It was, “Can the Mine legally and practically be transferred to the Buyer?”
The matter was a serious reminder that signing an agreement of sale is not the same as acquiring a mining title. A Buyer may pay a deposit, take possession of equipment or begin planning future operations, but still be unable to register the change of ownership if statutory obligations and regulatory requirements have not been properly dealt with.
This raises an important question for every person buying or selling a Mine in Zimbabwe; “What must happen before the Buyer can be recognised as the new holder of the mining title?.”
A signature is not a transfer
Under Zimbabwe’s mining framework, mining rights are regulated by the Mines and Minerals Act [Chapter 21:05] and administered through the Ministry of Mines and Mining Development and its relevant officials. The law provides for the approval and registration of transfers of mining locations and mining leases. The process depends on the title and transaction, but a private agreement does not, by itself, change the official mining record.
An agreement of sale records the parties’ promises, including payment, transfer, warranties, indemnities and completion conditions. Until the statutory and administrative requirements are met, however, the Buyer may have contractual rights against the Seller rather than a registered title in his own name.
The Seller may say, “The Mine is sold,” while the Ministry is still asking whether the transfer is approved, the documents are complete, taxes are dealt with and registration is legally possible. That is why the sale agreement must not be treated as the end of the process. It should be treated as the document that controls the journey to completion.
First establish what is actually being sold
Before asking how ownership will change, the Buyer must establish what is being acquired. Is it a mining claim, a block of claims, a mining lease, a company holding the mining title, or merely an operating interest? These are not interchangeable transactions.
The Buyer should inspect the original or certified mining title, registration certificate, location details, boundaries, renewal or inspection records and correspondence with the mining authorities. The name on the title must be compared with the identity of the Seller. If the Seller is a company, the Buyer should confirm that the company is properly authorised to sell and that the directors or representatives signing the agreement have authority to bind it.
If shares are acquired instead of the title itself, the title may remain in the company’s name while control changes. Due diligence becomes more important because the Buyer may inherit historic tax, contractual, employment and regulatory liabilities.
The Buyer should investigate whether a Partner, Sponsor, Creditor or Joint Venture participant may claim an interest. A name on a certificate may not answer every question about control or contractual rights.
The ZIMRA debt that changed everything
The most dramatic issue in the story was the ZIMRA legacy debt. It demonstrated why tax investigations must occur before the agreement is signed, not after the Buyer has paid a deposit.
ZIMRA’s published guidance explains that Special Capital Gains Tax applies to transfers of mining title under Section 30B of the Capital Gains Tax Act. The guidance indicates that the tax may apply not only to a straightforward transfer, but also to certain transactions involving companies, shareholders, beneficial owners and persons holding an interest in mining title.
The parties must determine the tax due, who pays it, what returns and supporting information are required and when payment is due. ZIMRA states that for mining titles transferred after 1 January 2024, Special Capital Gains Tax is due within 30 days after assessment.
A Buyer should not assume that tax is solely the Seller’s problem. An unpaid liability may delay recognition of the transfer and interfere with financing, renewal or operations, even where the contract makes the Seller responsible.
Obtain a written tax position and conduct an independent review. If there is a debt, do not rely on “ZIMRA will allow us to pay later.” Confirm any approved arrangement or moratorium in writing and establish whether the Ministry of Mines will accept it. A ZIMRA arrangement does not automatically guarantee another authority’s approval.
This is also where the sale agreement should protect the Buyer. Completion of the transaction should be conditional upon satisfactory tax clearance or an agreed written arrangement, acceptance by the relevant authority, and delivery of evidence that all required returns, assessments and payments have been dealt with.
Other debts can block a clean handover
Tax is not the only liability that can follow a Mine. The Buyer should investigate mining fees, royalties, penalties, employee obligations, supplier accounts, equipment finance, loans, environmental commitments and outstanding statutory returns.
A Mine may appear profitable while carrying debts that are invisible at the site. A Sponsor may have financed operations in exchange for a percentage of production. A plant may belong to an equipment owner who expects payment before it can be moved or sold. Ore may have been committed to an off-taker under an agreement that the Buyer has never seen. A former partner may claim that the Seller had no right to sell without consent.
These matters can delay completion or become disputes after possession. Request a schedule of debts, inspect the underlying agreements and require disclosure of threatened claims. Where necessary, obtain written releases, consents or settlement confirmations.
Do not take possession early without advice. Moving equipment, starting operations or spending development money may create exposure before the title is acquired. Possession is not ownership, and expenditure is not registration.
Check the Mine’s legal and operational permissions
A mining title is not the only permission that may matter. Depending on the operation, the Buyer may need to investigate environmental approvals, water rights, access arrangements, plant or custom-milling requirements, labour compliance, explosives, Mineral marketing and landowner issues.
Ask whether environmental approvals and rehabilitation obligations are in order, whether access is secure and whether operations remain within the title boundaries. An unresolved environmental or access problem may become an expensive liability.
The technical investigation is equally important. Examine geological reports, sampling, production, recovery, plant capacity, maintenance and the basis for the price. Legal due diligence asks whether the right can be acquired; technical and financial due diligence asks whether it is worth acquiring.
Draft the sale agreement around completion of the transaction
A well-drafted agreement should do more than state the price. It should identify the steps before completion and the party responsible for each. It should address the title, price and deposit, tax, statutory fees, approvals, documents, consents, releases, equipment and liabilities. It should state whether early access is permitted, who bears operational risk and what happens if approval is refused or a material debt is discovered.
The Seller should give warranties about title, authority, disputes, encumbrances, tax, debts, equipment and compliance. The Buyer should negotiate indemnities for liabilities arising from the Seller’s period of ownership. Payment should be linked to milestones rather than made entirely on trust. Where appropriate, part of the price may be retained until transfer is registered and agreed conditions are satisfied.
It should also contain a long-stop date and termination provisions, including whether the Buyer receives a refund, whether the Seller gets time to remedy the problem and who bears the costs.
Completing the transaction is a process, not a ceremony
Completion of the whole transaction should involve a checklist. Confirm approvals, tax and agreed debts, lodged documents, releases, and acceptance or registration of the transfer where required. Retain copies of transfer documents, receipts, correspondence, certificates, approvals and payment evidence for financing, audits, renewals, disputes or future transfer.
The central lesson is simple. A Buyer does not acquire a Zimbabwean Mine safely by signing a document alone. The Buyer must confirm the title, investigate liabilities, satisfy tax and regulatory requirements, and ensure that the transfer is properly recognised by the relevant authorities.
The Investor was fortunate that the debt was discovered before further investment. It was unpleasant, but better than learning about the US$2 million liability after paying the full price and developing the operation.
A Mine may be rich in Gold and still be poor in legal readiness. Before signing, investigate. Before paying, verify. Before taking possession, obtain advice. And before declaring, “The Mine is mine,” make sure the official record can say the same.
This article is for general information and is not a substitute for formal legal, tax or technical advice. The current Ministry of Mines and ZIMRA requirements should be confirmed for the particular title and transaction before completion.
Namatirai Ruzvidzo is a registered Legal Practitioner, Conveyancer and Notary Public .She possesses over 15 years specializing in Commercial law, Mining law and Property law. She practices in Avondale, Harare under the Law Firm, Ruzvidzo Legal Counsel.
She can be reached on +263 784 228 534 or email [email protected] copying [email protected]







