Exploration Permits, which are not divisible, cannot be assigned or transferred, in whole or in part, even upon death, and any attempt to contravene this provision will be deemed null and void.
The Operating Permits and Mining Concessions may be assigned or transferred, in whole or in part.
Where an Operating Permit or Mining Concession has several holders, the consent of all is required for the assignment or transfer of the rights of one of them, and in case of death of one or more of them, the consent of the successors is required.
Any contract or agreement by which the holder of a Mining Title promises to entrust, assign or transfer, in whole or in part, or entrusts, assigns or transfers, all or some of the rights and obligations arising out of a Mining Title, must be submitted to the prior approval of the Minister in charge of Mines. Such authorisation is granted by Decree when the transactions relate to Mining Concessions.
Any change in the direct or indirect control of any holder of an interest in a Mining Title will be submitted for approval or ratification by the Minister in charge of Mines.
Any direct or indirect acquisition, partial or cumulative equal to or greater than five percent (5%) of the capital of the company holding the Mining Title shall be submitted to the Minister responsible for Mines for ratification.
The definition of what constitutes a change of control will be set out in a joint Order of the Ministers in charge of Mines and Finance.
Any decision to assign, transfer and Lease, in whole or in part, and any formal acquisition of a Mining Title must be approved or ratified by the National Mining Commission before being submitted to the Minister in charge of Mines for approval.
Ratification or approval by the authorities under this Article shall be subject to the following criteria:
- The current holder of the Mining Title is in good standing with respect to its obligations relating to this Code, the Mining Title and other Guinean laws;
- The transferee has sufficient technical and financial capability to implement the terms of the Mining Title;
- The transferee is in compliance with the requirements of Article 15 of this Code; and
- Any applicable taxes in accordance with the provisions of Article 91 have been paid.
Any change in the shareholding of a company holding a Mining Title, following a regular stock market transaction, must be the subject of an information memorandum, addressed to the Minister in charge of Mines within 48 hours.
Any change in the direct shareholding of a company holding a Mining Title must be published in the Official Gazette and on the official Website of the Ministry in charge of Mines or any other site designated by the Minister.