A mineral joint venture brings together parties who each hold part of what a project needs. Typically one party has the mining title and the resource; the other has the capital, the plant and the technical capability to mine or process it. A JV lets them combine those contributions in a single vehicle, share the risk and the upside, and present one entity to regulators, financiers and offtakers.
Settle the contributions first
- Resource side: the mining title, ore supply or the right to mine, and sometimes surface rights — the things that can't easily be replicated.
- Capital/processing side: project capex, working capital, a processing plant and technical operatorship.
- Valuation: agree how each contribution is valued, because that drives the equity split — and document any balancing payments or shareholder loans.
Choose and build the vehicle
Most Zimbabwean mineral JVs use a local private limited company as the operating vehicle — it can hold or access the mining title, contract for offtake, and be the entity that registers with ZIDA and complies with MMCZ. Where international capital is involved, the local company often sits beneath a holding layer where the investment documents are governed, while the asset and licences stay local.
Governance and money flows
Set out who controls what. A balanced board, a clear list of reserved matters needing both parties' consent (budgets, further funding, related-party deals, disposing of the title, winding up), and proper information rights keep a 50/50 venture from deadlocking. Decide upfront how further funding is met and how profits are distributed — and make sure inflows and distributions are consistent with RBZ exchange-control rules.
Title, compliance and the product
Two things make or break a mineral JV. First, title: confirm it's valid, current and unencumbered, and document the supply or right-to-mine arrangement properly. Second, the route to market: the JV's product still has to be marketed through MMCZ and exported within exchange-control rules, so build the offtake and compliance position into the structure rather than bolting it on later.
A JV's right structure is fact-specific — the mineral, the title type, the parties' tax positions and the funding mix all change the answer. Treat the shape above as a starting point to refine with counsel and a competent person on the technical side.
The paper trail
A JV usually moves through the same documents: a mutual NDA to exchange diligence; Beneficiation JV Heads of Terms to agree the structure, contributions and equity; an Investment Term Sheet where third-party capital comes in; and an Offtake Agreement Heads of Terms for the product. Each is available as a fillable template here.