Botswana

Botswana has a predominantly common law legal system derived from Roman-Dutch and English common law traditions. The mining sector is statutorily regulated in nature and centrally governed by the Government of Botswana (GoB) through the Ministry of Minerals and Energy (MME).

The MME is supported by key institutions, including the Department of Mines, the Botswana Geoscience Institute and environmental regulatory authorities, which collectively oversee mineral licensing, geological data management, and environmental compliance. In particular, environmental oversight is primarily the responsibility of the Department of Environmental Affairs (DEA), which administers and enforces environmental legislation such as Environmental Impact Assessment (EIA) requirements, while operating under the broader policy framework of the Ministry of Environment and Tourism.

The principal legislation governing the sector includes:

• the Mines and Minerals Act (Cap 66:01) (“the Act”), which regulates the acquisition of mineral rights and mining licences;
• the Mines, Quarries, Works, and Machinery Act (Cap 44:02), which governs health, safety, and operational standards;
• the Environmental Assessment Act (Cap 65:07), which mandates environmental impact assessments;
• the Precious and Semi-Precious Stones (Protection) Act (Cap 66:03), which regulates diamonds and gemstones;
• the Mineral Rights in Tribal Territories Act (Cap 66:02), which vests mineral rights in tribal land in the state; and
• the Atmospheric Pollution (Prevention) Act (Cap 65:03), which regulates emissions and dust control from mining operations.

The Act commenced on 1 December 1999. The Mines and Minerals (Amendment) Act No. 14 of 2024 came into operation on 1 October 2025. It introduced several reforms, including an increase in potential state participation in new mining projects to up to 24% (with a requirement to offer the stake to citizen investors if not taken up by the state), mandatory environmental rehabilitation funds, strengthened local beneficiation and procurement obligations, and restrictions on the export of mineral samples without approval from the Director of Mines.

Overall, the sector is characterised by strong state control and centralised licensing, with a regulatory framework that integrates economic development, environmental protection, and local participation objectives.

In Botswana, all mineral resources are vested in the GoB as stated at section 3(a) of the Act, irrespective of surface land ownership. This establishes a legal framework in which mineral wealth is held and managed for public benefit rather than private ownership by landholders.

Mineral rights are statutory in nature and derive primarily from the Act. The Act provides that ownership of all minerals, whether found in, on, or under any land in Botswana, is vested in the state. While mineral rights were historically exercised in certain contexts by tribal authorities, the Mineral Rights in Tribal Territories Act (Cap 66:02) consolidated control by transferring such rights to the state under a unified national system. Accordingly, ownership of surface land, whether freehold or leasehold, does not confer any rights to subsurface minerals, and extraction may only occur under a valid state-issued mineral concession.

The state plays a central dual role as both regulator and rights holder. Through the MME, it regulates all stages of mining activity, including prospecting, development, production, and closure, with oversight of environmental, health, and safety compliance. The Minister of Mineral and Energy (holding office at the time of writing) (“the Minister”) is the sole authority empowered to grant mineral concessions, including prospecting, retention, and mining licences.

In addition, under the previous legislative framework, the state held an option to acquire a 15% working interest in new mining projects upon the granting of a mining licence, with no formal requirement to offer unexercised portions to the public. In contrast, the current framework increases the local equity participation option up to 24%. Crucially, where the GoB elects not to exercise its participation right, the holder of the mining licence is required to dispose of working interest participation of up to 24% to citizens or citizen-owned companies within three years from the date of issuance of the mining licence. Throughout this process, the Minister remains legally obligated to maximise operational efficiency and optimise long-term economic benefits for the Republic of Botswana

Holders of mineral concessions in Botswana, including prospecting, retention, and mining licences, may acquire surface rights necessary for exploration and mining operations.

Surface rights are acquired depending on the type of land. On tribal land, rights are obtained through the relevant Land Board via a Common Land Rights application. On state land, authorisation is issued by the Department of Lands. On private freehold land, rights are negotiated directly with the landowner, typically through a lease or written agreement. For linear infrastructure such as pipelines or power lines, the Minister may grant a mining easement aligned with the duration of the mining licence.

Mineral rights generally take priority over surface rights. The Act allows mineral rights to be granted notwithstanding existing surface ownership. As a result, surface rights holders cannot block a validly issued mining licence. However, they are entitled to compensation for disturbance, loss, or damage caused by mining operations, and security may be required to ensure payment of such compensation. Where agreement cannot be reached, the state may compulsorily acquire land in the public interest, subject to compensation.

Mineral rights in Botswana are granted and administered at the national level by the MME. The system is fully centralised, with no provincial or sub-national jurisdiction over mineral rights.

The Department of Mines (DOM) is responsible for processing applications, conducting technical evaluations, and monitoring compliance, while the Minister has the final authority to grant mineral rights.

Mineral rights are issued in several forms with varying durations and renewal terms. In terms of section 17 of the Act, a prospecting licence is granted for up to three years and may be renewed not more than three times for up to two years each. A retention licence is granted for up to three years and may be renewed once for a period not exceeding two years, though the Minister may grant up to two additional extensions of two years each if a deposit remains temporarily uneconomic. A mining licence is granted for up to 25 years and may be renewed for subsequent periods not exceeding 25 years, provided the resource remains viable and compliance obligations are met. Mineral permits, primarily used for small-scale and citizen-focused mining, are granted for up to 10 years and are renewable for a subsequent period not exceeding 10 years.

To maintain mineral rights, holders must comply with ongoing obligations including submission of technical and financial reports, adherence to approved work and expenditure programmes, payment of royalties and acreage fees, and compliance with environmental obligations such as Environmental Management Plans and rehabilitation funding requirements.

Mineral rights may not be transferred, assigned, or encumbered without prior written consent from the Minister. Under the Act, a controlling interest, defined as holding directly or indirectly more than 50% of the share capital, over half of the voting rights, or the power to appoint or remove the majority of directors, cannot be changed or transferred, even at the parent company level without prior ministerial approval. Minerals permits are generally non-transferable unless expressly authorised by the Minister.

Unlike jurisdictions that codify detailed mineral resource classification systems in legislation, Botswana’s mining framework is established under the Act, which provides a regulatory framework for mineral rights and licensing but does not define a domestic mineral resource classification methodology such as Measured, Indicated, or Inferred categories.

Botswana does not maintain a standalone national mineral resource classification system in legislation. The DOM, acting under the Act, regulates mineral reporting through licence conditions and administrative requirements, rather than through a codified national classification code.

In practice, mining companies operating in Botswana generally rely on the following standards:

• SAMREC Code, the South African Mineral Reporting Code, which is widely used due to regional integration and dual listings on the Botswana Stock Exchange and Johannesburg Stock Exchange;
• JORC Code, the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves; and
• NI 43-101, the Canadian Institute of Mining, Metallurgy, and Petroleum reporting standards.

Although the Act establishes binding legal obligations for mineral reporting under mining licences, it does not prescribe technical estimation methodologies (such as cut-off grade calculations, geological modelling techniques, or classification thresholds). Instead, it imposes regulatory reporting obligations, which typically include:

• submission of geological and technical reports as required by the mining licence conditions;
• provision of accurate information on mineral discoveries and production as required by the regulator;
• maintenance and submission of mine development and production records; and
• compliance with any reporting formats or requirements specified by the DOM under licence conditions.

These obligations are administrative and compliance-based, rather than prescriptive technical rules on how mineral resources must be classified.

Technical methodologies for estimating and classifying mineral resources are therefore derived from international reporting standards (JORC, SAMREC, NI 43-101) rather than domestic legislation.

The Environmental Assessment Act (Cap 65:07) (EAA) is the primary legislation governing environmental review processes. It requires that any project likely to have a significant environmental impact undergo an environmental assessment prior to implementation.

The Act provides sector-specific environmental obligations. Specifically, it requires applicants for mining licences to submit a rehabilitation and reclamation programme. The Act further strengthens this framework by making an approved EIA a mandatory condition for the grant or renewal of a mining licence.

Environmental approvals are administered through a tiered screening and assessment system overseen by the DEA.

Project proponents are required to first submit a project brief to the DEA for initial screening. Based on the screening outcome, the DEA determines whether the project requires a full Environmental Impact Statement (EIS), a simplified Environmental Management Plan (EMP), or no further environmental assessment.

Under the Act, an applicant for a mining licence, minerals permit or any renewal thereof must submit a comprehensive environmental impact assessment (EIA) as part of their Project Feasibility Study Report; the licence permit or renewal will not be granted unless the EIA is formally authorised under the Environmental Assessment Act. This makes environmental clearance a prerequisite to mineral tenure approval.

While Botswana is widely regarded as having a stable and investor-friendly regulatory environment, the DEA has faced increasing administrative pressure due to the growing number of projects requiring environmental assessment.

Enforcement mechanisms have been strengthened through legislative amendments, with significantly increased penalties for non-compliance.

In addition to the above, the environmental management of mining activities is supported by the Waste Management Act (Cap 65:06), which regulates the handling, storage, transportation, treatment, and disposal of waste. It is of particular importance as mining operations often entail tailing, waste rock, hazardous substances, and other mining-related waste streams.

The Atmospheric Pollution (Prevention) Act (Cap 65:03) regulates air emissions arising from industrial and mining activities. Mining operators are required to take appropriate measures to prevent or minimise atmospheric pollution, including dust, smoke, and other emissions that may adversely affect public health or the environment.

The Water Act (Cap 34:01) governs the abstraction, use, and protection of water resources in Botswana. Mining projects requiring significant water use, dewatering activities, or the discharge of effluent must comply with the Act’s permitting and water management requirements to minimise adverse impacts on water resources.

Mining projects are generally subject to environmental permitting requirements under the Environmental Assessment Act and may also require additional approvals relating to waste management, air emissions, and water use depending on the nature and scale of the operations.

Protected areas and environmental restrictions

Mining activities within or near environmentally sensitive areas are subject to strict regulatory controls under Environmental Assessment Regulations.

Sensitive areas include national parks, game reserves, wildlife management areas, wetlands such as the Okavango Delta, as well as zones within proximity thresholds from surface water bodies and from archaeological sites.

Projects in such areas require additional clearances from relevant authorities. Lastly, mining licence holders operating near protected or sensitive areas are required to demarcate operational boundaries and submit annual environmental compliance certificates to the Mining Director.

While Botswana law does not expressly use the term “Indigenous peoples”, the state maintains that all citizens are indigenous to Botswana. In practice, however, specific attention is given to Remote Area Communities, including the San (Basarwa) communities, particularly in mining-affected regions.

Community consultation is a legal prerequisite for the granting and implementation of mining projects, primarily through environmental and land-related regulatory processes.

The EAA and EIA process requires mandatory public participation. Project proponents must consult all persons or communities likely to be affected by the proposed mining activity.

Under the Act, applicants for mining licences must also demonstrate that they have secured access to land through agreements with landholders or relevant land boards and have made adequate provision for compensation in respect of disturbance to surface rights.

The legal standard is consultation rather than consent, meaning affected communities do not hold a formal veto right over mining developments. In practice, the DEA is unlikely to approve an Environmental Impact Statement where there is significant unresolved community opposition, giving consultation substantial practical weight.

Specially protected communities and sensitive areas

Enhanced scrutiny applies to communities located in or near environmentally and culturally sensitive areas.

A key legal precedent is Sesana v. Attorney General [2006] BWHC 1, in which the High Court affirmed the lawful entitlement of members of the San (Basarwa) community to occupy land within the Central Kalahari Game Reserve (CKGR) and found, among other things, that restrictions preventing certain applicants from re-entering the CKGR without permits were unlawful and unconstitutional. The subsequent decision in Mosetlhanyane and Others v. Attorney General [2011] concerned access to water within the CKGR, with the Court of Appeal recognising the rights of the affected Basarwa community to access water for domestic purposes, including through the use and recommissioning of boreholes. These decisions underscore the importance of taking into account existing community, land-use and access rights when projects are proposed within or near areas occupied or traditionally used by affected communities.

Projects in sensitive regions, including developments such as the Ghaghoo Diamond Mine, have required comprehensive mitigation and engagement strategies to address social and environmental impacts.

Community partnerships

Mining companies in Botswana commonly engage in structured community development and partnership models to maintain a social licence to operate.

The Debswana Diamond Company model, a joint venture between the GoB and De Beers, is widely regarded as a benchmark for community engagement.

Furthermore, the Khoemacau Copper Mine is a notable example of extensive community engagement in the Kalahari Copper Belt, with a focus on water provision, local employment, and broader socio-economic development initiatives designed to support its social licence to operate.

Impact of the 2024 Amendment Act on Community Relations

The Act has further strengthened community-related obligations in mining approvals. Mining applicants are now required to provide clearer evidence of citizen economic empowerment, including benefits to citizen-owned businesses within the project value chain.

Environmental governance

Mining environmental governance in Botswana operates under a comprehensive regulatory framework consisting of the Environmental Assessment Act No. 10 of 2011 and the Act, which together establish binding requirements for environmental impact assessment, operational compliance, and mine works.

The Environmental Assessment Act 2011 requires that mining and mineral development projects classified as environmentally significant activities obtain prior Environmental Authorisation before commencement. This authorisation is contingent on the approval of an EIA, and section 4 of the Environmental Assessment Act prohibits the undertaking of any listed activity without such approval. The Act further requires the implementation of an approved EMP, which governs mitigation measures, monitoring obligations, and ongoing environmental compliance throughout the life of the project.

Complementing the clearance processes under the Environmental Assessment Act, the Act imposes strict statutory obligations on mining licence holders to conduct operations in accordance with good mining practice and to comply with all attached environmental protection and land rehabilitation requirements. These obligations are legally reinforced through licensing conditions that require explicit financial provisions for mine closure. Under the latest amendments, this must be structured as a dedicated environmental rehabilitation trust fund or a financial guarantee issued by a Botswana-registered financial institution.

Taken together, these statutes create an integrated environmental governance system that ensures environmental risks are assessed prior to development, managed during operations through enforceable EMPs, and financially secured through mandatory rehabilitation provisions applicable at mine closure and post-closure stages.

Social pillar

The “social” dimension of ESG in Botswana is primarily defined through citizen participation, local ownership, and beneficiation requirements.

The Act introduces a mandatory local equity participation requirement. Where the state does not exercise its participation option in a new mining concession, up to 24% equity stake must be offered to citizen investors or citizen-owned entities.

In addition, mining licence holders are required to undertake mineral beneficiation within Botswana where economically and technically feasible.

Governance pillar

Governance requirements in the mining sector are increasingly aligned with international corporate governance and sustainability reporting standards.

The Botswana Stock Exchange (BSE) has issued Sustainability Disclosure Guidance, which serves as a voluntary framework strongly encouraging listed companies, including mining entities to report on their sustainability performance. The guidance streamlines reporting by aligning with internationally recognised frameworks such as the Global Reporting Initiative (GRI), International Sustainability Standards Board (ISSB/IFRS) and Task Force on Climate-related Financial Disclosures (TCFD).

Listed entities are also required to comply with the King III Code of Corporate Governance, which integrates sustainability considerations into board-level oversight and fiduciary responsibilities.

In addition, the Minerals Development Company Botswana (MDCB), which manages state participation in the mining sector, has implemented a Sustainability Framework requiring investee companies to undergo regular ESG audits and site inspections to ensure compliance with environmental, social, and governance standards.

Although Botswana is still developing a unified national ESG reporting framework, the anticipated National Sustainability Framework is intended to operationalise ESG standards across the minerals sector, with a particular focus on environmental performance, climate resilience, and sustainability reporting.

Illegal mining in Botswana, particularly involving gold and sand extraction, is an emerging challenge addressed through a combination of enforcement, legislative reform, and preventive measures.

The impact of illegal mining is significant across security, environmental, and economic dimensions. In some areas, including villages such as Matsiloje, armed illegal miners unlawfully occupied private farmland, creating safety risks and disrupting agricultural livelihoods. Environmentally, unregulated mining leads to deforestation, water contamination, and land degradation, while abandoned shafts and the use of explosives pose serious hazards to people and livestock. Economically, the state loses revenue through unpaid taxes and royalties, and licenced operators are undercut by unregulated pricing.

The government response has focused on coordinated enforcement and regulatory tightening. Operation KAMANI, launched in April 2025, is a joint initiative involving the police and the Botswana Defence Force targeting illegal mining hotspots such as the Old Rainbow mine. The Act also strengthened penalties, introducing fines of up to BWP 1 million and imprisonment of up to five years for illegal mining offences.

Preventive measures have included the sealing of abandoned mining shafts with concrete and increased restrictions on river sand mining, with a policy shift toward alternative materials such as crusher dust. Monitoring has also been enhanced through the use of drones, satellite data, and reporting mechanisms involving local traditional leaders (Dikgosi), particularly in remote regions.

Climate change initiatives in Botswana’s mining sector are increasingly embedded in both policy and licensing requirements, reflecting the country’s vulnerability to water scarcity and heat stress and its commitments under National Vision 2036 and the Paris Agreement.

The National Climate Change Policy (2021) is the main framework, requiring alignment of mining activities with Botswana’s NDCs and promoting decarbonisation in key industrial sectors. This is supported by the Climate Change Strategy and Action Plan, which requires mining companies to integrate climate adaptation measures such as water management, flood-risk mitigation, and operational resilience.

Although not climate-specific, the Act strengthens environmental obligations and has been applied to support expectations around carbon reporting and energy efficiency.

Climate action is closely linked to energy transition. The Integrated Resource Plan (IRP) promotes renewable and hybrid energy use in mining, leading to increased solar investments and projects such as Debswana’s push toward carbon neutrality by 2030 at operations including Orapa and Jwaneng. Water efficiency is also a key focus, with high recycling rates required in arid mining regions.

ESG disclosure requirements are expanding, with the Botswana Stock Exchange encouraging emissions reporting and broader policy encouraging circular economy practices such as tailings reprocessing and water reuse.

Since late 2025, climate resilience has also become part of mining licensing, requiring applicants to submit adaptation plans addressing risks such as drought, heat, and flooding.

Botswana has increasingly shifted its mining strategy toward critical minerals, particularly copper, lithium, manganese, and nickel to diversify away from diamond dependence and align with global energy transition demands.

A key legal driver is the Act (which strengthens local beneficiation requirements by mandating that minerals be processed within Botswana where feasible). This aims to support domestic value addition and reduce raw mineral exports. The Botswana Critical Minerals Strategy (2025/2026) further prioritises development of strategic deposits, including those in the Kalahari Copper Belt, and links mineral development to industrialisation in green technologies. The updated Minerals Policy 2022 also emphasises “future-facing” minerals essential for electrification.

Institutionally, the government has created targeted support structures. The Exploration Investment Company Botswana (EICB), established in 2026, is tasked with de-risking early-stage exploration through geological data and investment support. The MDCB focuses on state investment in critical minerals, particularly copper, nickel, and manganese, aligned with a low-carbon portfolio strategy.

Strategically, copper is central to Botswana’s industrial transition agenda, serving as a critical economic pillar to diversify away from historical diamond reliance with projects such as the Khoemacau Copper Mine serving as a flagship development. Concurrently, the GoB is actively pursuing strategic international partnerships to leverage its current position. The government is also pursuing international partnerships to position Botswana as a reliable supplier of ethically sourced critical minerals.

Finally, energy integration supports this shift, with mining development increasingly linked to renewable energy projects, including solar clusters in regions such as Jwaneng and Letlhakane to meet the high-power demands of critical mineral extraction and processing.

Mining taxation in Botswana combines royalty tied legislation and the Income Tax Act No. 13 of 2026, primarily under the Act, which together establish a system combining mineral royalties with corporate income taxation of mining operations.

Royalties on mineral production are imposed under the Act, particularly under section 66 of the Act and are charged on the gross market value of minerals at the point of first sale. Rates are set by mineral type: diamonds/precious stones (10%), precious metals (5%), and other minerals such as base metals and coal (3%).

Under income tax for mining operations, corporate income tax for non-diamond mining is calculated using a variable formula linked to profitability, ranging from a minimum of 24.5% to a maximum of 55%. Diamond mining is typically taxed under bespoke agreements negotiated with the state.

Foreign and domestic companies are generally subject to the same mining tax rules, although foreign investors may also face withholding tax on dividends (typically 10%), interest, and management fees (typically 15%), subject to double taxation treaties.

Tax stabilisation is not automatic but may be granted through negotiated agreements with the Ministry of Finance.

Botswana provides a targeted set of fiscal incentives to support investment in mining exploration, development, and associated value chains, with emphasis on capital intensity, regional development, and energy transition.

Botswana also offers regional tax incentives. In the Selebi-Phikwe Economic Development Unit (SPEDU), qualifying mining-related and manufacturing activities may benefit from a reduced corporate tax rate of 5% for the first five years, increasing to 10% thereafter. In Special Economic Zones (SEZs), qualifying companies may receive a 5% corporate tax rate for up to 10 years, along with VAT exemptions on inputs and waivers of transfer duty on land.

Operationally, mineral royalties paid to the state are fully deductible for income tax purposes under section 83(4) of the Income Tax Act, 2026. Contributions to approved environmental rehabilitation funds are also deductible.

Finally, customs and VAT frameworks are structured to support mining inputs and green energy. Under Schedule 1, essential mining plant and machinery enter the country duty-free under automated 0% rate classifications. Concurrently, renewable energy equipment — including solar technologies used in mining operations — benefits from full customs duty exemptions and is granted VAT-exempt import status under the Third Schedule of the Value Added Tax Act.

Botswana imposes both capital gains-related taxation and transfer duties on the transfer or sale of mining-related assets, depending on the structure of the transaction.

Where a mining company disposes of mining-related assets, any resulting taxable gain or amount is determined in accordance with the Income Tax Act, 2026. For non-diamond mining companies, income tax is imposed at the higher of the applicable mining formula rate and 24.5%, subject to a maximum rate of 55%. Accordingly, the effective tax rate applicable to non-diamond mining operations may range from 24.5% to 55%, depending on profitability.

To prevent tax leakage through foreign holding structures, the Income Tax Act strengthens the oversight of indirect asset transfers by explicitly enabling Botswana authorities to levy capital gains tax on offshore transactions involving the disposal of shares in entities holding local mineral rights. This fiscal mechanism works in tandem with the Act, which triggers the regulatory audit trail by mandating prior ministerial approval whenever a significant change in a licence holder’s controlling interest occurs, including at the parent company level.

Botswana’s mining investment strategy increasingly focuses on diversifying beyond diamonds, particularly into critical minerals such as copper, manganese, lithium, and nickel.

Botswana offers a stable and predictable legal and regulatory framework for mining investment. Mineral rights are vested in the state under the Act, which provides a clear and transparent licensing regime for exploration and mining activities. This legal certainty enhances investor confidence by ensuring that mining rights are granted and administered through established statutory procedures.

The country offers a competitive fiscal regime, including relatively low royalties for non-diamond minerals (approximately 3–5%), profit-based mining taxation, 100% capital expensing for exploration assets, and extended capital allowances for development expenditure. Foreign investors also benefit from unrestricted repatriation of profits and capital.

Additional incentives are available through SEZs and the SPEDU, which offer reduced corporate tax rates for qualifying projects.

Mining investment is further supported by a transparent and structured permitting regime. The Environmental Assessment Act establishes a clear environmental impact assessment process, which is a mandatory precondition for the grant of mining licences. The DOM and the DEA play key roles in ensuring that licensing and environmental approvals are administered in a consistent and rules-based manner, thereby promoting regulatory certainty for investors.

Institutionally, Botswana has strengthened support for exploration through entities such as the EICB, established in 2026 to de-risk early-stage projects and promote private investment. Government policy also places increasing emphasis on local beneficiation and value addition, particularly for battery and energy-transition minerals.

Botswana is widely regarded as a stable and transparent mining jurisdiction, supported by regulatory reforms, digitised cadastre systems, and strong rankings in international mining investment surveys. Its strategic Southern African Development Community (SADC) location, comparatively developed infrastructure, and growing integration of renewable energy projects further enhance its attractiveness for mining investment.

Botswana maintains a generally open regime for foreign participation in mining, although certain statutory and policy-based restrictions apply, particularly in relation to ownership, small-scale mining, and beneficiation requirements.

The most significant restriction arises under the Mines and Minerals (Amendment) Act No. 14 of 2024, which came into force on 1 October 2025. Where the government elects not to exercise its participation right, the holder of a mining licence must dispose of up to 24% of its working interest participation to citizens or citizen-owned companies.

Foreign participation is also restricted in small-scale mining activities. Minerals permits are generally reserved for citizen-owned entities or individual Batswana, particularly for lower-capital industrial mineral operations.

The diamond sector remains subject to enhanced state participation due to its strategic importance. The government currently holds a 50% stake in Debswana Diamond Company and has indicated a policy preference for increased national participation in major diamond assets.

Mining licence holders are required to make adequate financial provision for rehabilitation and reclamation obligations. In terms of section 65(10) of the Mines and Minerals Act, this financial provision may be made through an environmental rehabilitation trust fund, a qualifying financial guarantee issued by a Botswana-registered financial institution, or such other form of financial provision as may be prescribed or approved under the Act.

Despite these measures, Botswana remains broadly liberal toward foreign investment. There are no foreign exchange controls restricting the repatriation of profits, dividends, or capital, and foreign investors may still hold 100% ownership of prospecting licences, as local participation requirements generally arise at the mining rather than exploration stage.

Botswana is party to several multilateral and bilateral agreements that support and protect foreign investment in the mining sector.

At the regional level, Botswana is a signatory to the SADC Protocol on Finance and Investment (PFI), which promotes investment protection within the SADC, including safeguards against unlawful expropriation and investor-state dispute settlement mechanisms. Botswana is also party to the SADC Protocol on Mining, which aims to harmonise regional mining policies and encourage investment in the mineral sector.

Internationally, Botswana is a member of the ICSID Convention, allowing investment disputes between foreign investors and the state to be resolved through international arbitration.

Botswana has also entered into a number of bilateral investment treaties (BITs) with countries including the United Kingdom, Germany, Switzerland, and China. These treaties generally provide protections such as national treatment, most-favoured-nation treatment, fair and equitable treatment, and protection against unlawful expropriation.

In addition, Botswana participates in broader trade and investment frameworks, including the SACU–United States Trade, Investment and Development Cooperative Agreement (TIDCA) and the SADC–EU Economic Partnership Agreement (EPA), both of which support trade, investment, and market access for mineral exports. Botswana has also recently concluded strategic mineral cooperation agreements with Oman relating to copper, gold, graphite, and iron ore exploration projects.

Botswana’s mining sector is financed through a combination of state-backed investment mechanisms, domestic banking and capital markets, and international financing sources.

The government increasingly participates through specialised entities such as the MDCB, which provides investment and project financing support, and the EICB, established in 2026 to de-risk early-stage exploration through catalytic funding and geological support.

Domestic commercial banks, including First Capital Bank and Stanbic Bank Botswana also provide project finance, operational lending, and working capital facilities for mining operations.

The BSE plays an important role in raising mining capital, particularly from domestic institutional investors such as pension funds, while many larger mining companies also raise equity through international exchanges such as the Australia Securities Exchange (ASX), Toronto Stock Exchange (TSX), and London Stock Exchange (LSE).

Mining projects are frequently developed through joint ventures between major mining companies, junior explorers, and citizen-owned entities. In addition, private equity and international impact investment funds are increasingly active in Botswana, particularly in projects aligned with ESG and responsible investment standards.

Security over mining-related assets in Botswana is governed by the Act, the Deeds Registry Act, and general principles of Roman-Dutch commercial law.

The principal asset in mining finance is the mineral concession itself. Under section 50 of the Act, any transfer, assignment, or encumbrance of a mining licence (or any interest therein) requires prior written approval from the Minister. In project finance structures, lenders commonly negotiate “step-in rights” allowing the appointment of a substitute operator in the event of borrower default.

Immovable assets such as processing plants, buildings, and land rights are generally secured through mortgage bonds registered with the Deeds Registry, with priority determined by the order of registration.

Movable assets, including mining equipment and stockpiled minerals, are commonly secured through general or special notarial bonds under the Deeds Registry Act. Security may also be created through cession of rights, including insurance proceeds, receivables, bank accounts, and offtake agreements.

Lenders frequently take security over shares in the Botswana company holding the mining licence through share pledges. However, under the Act, a change in control of a licence holder may require ministerial approval.

Enforcement of security generally requires court involvement, particularly for immovable property. Botswana’s courts are generally regarded as commercially reliable and supportive of creditor rights, providing a relatively high level of legal certainty for mining financiers.

Information relevant to exploration and mining activities in Botswana is centrally collected and disseminated primarily through the Botswana Geoscience Institute (BGI) and the DOM.

The BGI acts as the national custodian of geoscientific information and is responsible for collecting, preserving, and promoting geological and mineral exploration data. The DOM administers the legal and regulatory aspects of mineral tenure, including the granting, maintenance, and monitoring of mineral licences.

Private parties may access a range of publicly available geological and licensing information through dedicated online platforms and government repositories, including:

• the Mining Cadastre Portal, which contains information on existing and historical mineral concessions, licence status, and areas available for application, and also facilitates online licence applications and tracking;
• the Botswana Geoscience Portal, which provides geological maps, geophysical and geochemical datasets, and remote sensing imagery; and
• the Borehole Portal (BoreHive), which contains borehole records, drill hole logs, core and chip samples, and non-confidential prospecting reports.

Publicly accessible information generally includes geological and prospecting reports from expired or non-confidential prospecting licences, airborne geophysical datasets, geological maps, technical survey data, and physical geological samples housed at the Geoscience Information Centre. Government agencies may also release sector-specific pilot data to encourage investment in emerging mineral sectors such as coal-bed methane and copper.

Most digital databases and portals require basic user registration. While baseline mapping and cadastral information is generally available free of charge, access to detailed technical reports, specialised datasets, and high-resolution digital data packages may be subject to administrative or service fees.

The choice of business structure for mining activities in Botswana is primarily governed by the Companies Act (Cap 42:01) and the licensing requirements under the Act.

The most common structure is the private limited company Proprietary Limited. Foreign investors typically establish a Botswana-incorporated subsidiary to hold mining rights and conduct operations. This structure provides legal separation between the parent company and local operations and is generally required for licensing and tax registration purposes.

Large-scale mining companies and entities seeking to raise capital from public investors may operate as public limited companies (PLCs). Companies seeking listing on BSE must adopt the PLC structure, which is commonly used by larger mining operators and dual-listed entities.

Joint ventures (JVs) are widely used for strategic mining projects involving multiple investors or state participation. During exploration, parties often use unincorporated JVs to share costs and technical data. For development and production projects, incorporated joint ventures through special purpose vehicles (SPVs) are more common. Debswana Diamond Company, jointly owned by the GoB and De Beers, is a notable example.

Foreign companies may also register as an external company (branch office), particularly for short-term prospecting activities or specialised mining services. However, recent tax reforms have reduced some of the historical tax advantages associated with branch structures.

In addition, while not typically used as operational vehicles, trust structures have become important for environmental compliance. Under section 65(10), the mineral concession holders are required to make adequate ongoing financial provision to ensure compliance with their rehabilitation and reclamation obligations. While a rehabilitation trust fund is a permitted mechanism to fulfil this requirement, it is not the exclusive path, as the framework also permits alternative instruments like specified financial guarantees or other approved financial provisions.