Mining & Metals
Geographically Fixed Assets, Decade-Long Capital Cycles, Permanent Host-State Obligations
Mining is among the oldest organised industries and remains structurally distinct from other sectors: assets are geographically fixed, capital cycles are measured in decades, and the legal framework binds operators to the host state with unusual permanence. The sector spans major diversified producers, mid-cap single-asset operators, junior exploration companies, state-owned mining enterprises, refining and smelting companies, marble and dimension stone quarriers, mining services providers, metals traders and the project financiers and royalty companies that fund extraction.
Mermeroglu Legal advises mining operators, financiers and offtakers across exploration, development, operation and closure, coordinating with applicable foreign law through experienced partners. Türkiye holds substantial reserves of borate — approximately seventy per cent of global reserves — chromite, marble, feldspar, magnesite, copper, lead-zinc and gold. Mineral rights and licensing are regulated under the Mining Law and administered through MAPEG, with environmental and water-use authorisation subject to additional regulatory frameworks.
Legal Framework
Three Foundational Dimensions
The Mineral Title
The legal foundation of any mining operation is the mineral title — the exploration permit, mining licence or concession that creates the operator's right to extract. In Türkiye, mineral rights are administered by MAPEG under the Mining Law, with distinct licence classes covering exploration, feasibility and operation phases. Title security, continuity of tenure, renewal conditions, area relinquishment obligations and the conditions under which licences may be suspended or revoked are the recurring legal questions that determine whether a project is bankable and investable. Stabilisation commitments and investment protection through bilateral investment treaties provide a further layer of title security for foreign operators.
The Finance and Offtake Stack
Mining projects are capital-intensive and typically require project finance, streaming or royalty structures, or a combination. Reserve-based lending, prepayment facilities, precious metals streams and base metal royalties each create distinct security interests over the mineral asset and its production. The offtake agreement — which commits the future production to a buyer at a formula price — is both the revenue foundation for project finance and a structurally significant commitment that survives corporate changes and commodity price cycles. LME-based pricing, quality specifications, force majeure exposure and change-of-control provisions are the recurring commercial and legal issues in offtake negotiation.
The Host State Relationship
Mining operations create obligations to the host state that are unlike almost any other commercial activity: royalty payments calculated on production volumes, environmental rehabilitation bonds held over the life of the mine and beyond, water rights tied to specific extraction activities, and community obligations arising from resettlement and impact agreements. When host states seek to renegotiate fiscal terms, introduce beneficiation requirements or take regulatory action, the mining operator's response draws on stabilisation clauses, bilateral investment treaty protections, and international arbitration — principally before ICSID, ICC or LCIA. Disputes of this type account for a significant proportion of mining-sector international arbitration globally.
Sub-Sectors
Hard Rock Mining (Precious & Base Metals)
Legal advisory for gold, silver, copper, zinc, lead, nickel and tin operations across underground and open-pit projects — covering exploration and operating licence applications, joint venture structuring, royalty and stream financing, EPC contracting for mine plant, offtake documentation and investment protection arrangements.
Industrial Minerals
Specialist support for borates, magnesite, feldspar, talc, barite and similar minerals with industrial process applications — including licensing under Turkish Mining Law, export regulation compliance, offtake agreements, MAPEG administrative procedures and the legal framework for Türkiye's globally significant industrial mineral reserves.
Marble & Dimension Stone
Legal advisory for quarrying, blocking, processing and export of natural stone products — covering quarry licence applications and renewals, land access and surface rights, export documentation, trade compliance, anti-dumping exposure and dispute resolution for one of Türkiye's most significant natural resource export sectors globally.
Critical & Rare Earth Minerals
Advisory on lithium, cobalt, nickel, manganese, rare earth elements, graphite and other energy transition materials — including EU Critical Raw Materials Act compliance, strategic partnership agreements with government counterparties, supply chain due diligence under OECD guidance and structuring investments in critical mineral projects.
Coal Mining
Legal support for thermal and metallurgical coal operations — covering mine licensing, occupational health and safety compliance, land acquisition and surface rights, environmental impact assessments, rehabilitation obligations and the evolving legal framework applicable to coal producers under climate commitments and energy transition policy.
Metals Refining & Smelting
Legal advisory for pyrometallurgical and hydrometallurgical processing, refining capacity and integrated mine-to-metal operations — covering processing agreements, tolling arrangements, off-spec and quality disputes, customs and export licensing for refined metal products, and sanctions compliance in the metals value chain.
Mining Services & Contracting
Advisory for drilling contractors, geological consultancies, blasting and hauling services and equipment suppliers — covering mining services agreements, performance and risk allocation, equipment import and customs compliance, and contractual frameworks for long-term operational services within tiered mining contracting structures.
Metals Trading
Legal support for physical and paper trading of refined metals under LME-aligned pricing arrangements — covering offtake agreements, prepayment and structured trade finance, quality and specification disputes, sanctions screening in the metals trading chain, and the legal structuring of commodity trading operations for international metals merchants.
Practice Intersections
Practice Areas Engaged in This Sector
Mining and metals sector mandates typically engage several practice areas simultaneously. The principal intersections are set out below.
- Banking & Finance — reserve-based lending, prepayment structures, ECA-supported financings and refinancings for mining and metals operations.
- Mergers & Acquisitions — acquisition and divestment of mining assets and operating companies, including listed acquisitions and platform transactions.
- International Arbitration & Disputes — investment treaty claims, commercial arbitration under ICC, LCIA and ICSID rules, and contract disputes in offtake and royalty arrangements.
- Construction, EPC & FIDIC — EPC contracting for mining plant construction, including processing facilities and mine infrastructure.
- International Trade & Customs — metals export and import, customs treatment of mineral concentrates, anti-dumping exposure and sanctions compliance.
- Tax & Cross-Border Structuring — mining-specific tax regimes, royalty calculation disputes and cross-border holding structures for mineral assets.
- Foreign Direct Investment & Market Entry — entry of foreign mining operators into the Turkish market, joint venture structuring and licensing applications.
- Sustainability Finance & ESG — ESG due diligence, IFC Performance Standards alignment, biodiversity and water use compliance, and sustainability-linked financing.
- White-Collar Defense & Transnational Crimes — conflict minerals compliance, supply chain due diligence and anti-corruption investigations in mining operations.
- Capital Markets — equity offerings and convertible instruments for dual-listed junior mining companies and major producers.
Regional Reach
Regional Market Profiles
The mining industry is shaped by the distribution of mineral resources rather than markets, producing regional patterns of investment that differ markedly from manufacturing or services sectors. The global mining and metals sector represents annual market value of several trillion United States dollars; the energy transition has driven sharp increases in demand for copper, nickel, lithium, cobalt and rare earth elements. Mermeroglu Legal advises on mining mandates engaging the legal and regulatory frameworks of the following regions and jurisdictions:
Türkiye holds approximately seventy per cent of global borate reserves, is the world's largest marble exporter, and has significant reserves of chromite, feldspar, magnesite, copper, lead-zinc and gold — creating a distinctive domestic mining legal environment administered through MAPEG under the Mining Law.
For detailed advice on jurisdictions not listed above — including emerging mining regulatory regimes, country-specific licensing procedures or jurisdiction-specific investment protection frameworks — please direct your enquiry through the firm's contact channels.
Standards & Instruments
Principal International Instruments
Mining operations engage a layered framework of international instruments addressing investment protection, environmental and social standards, trade and dispute resolution. The most operationally significant include:
ICSID Convention (1965)
The Washington Convention is the principal multilateral framework for investor-state arbitration and the procedural framework for a substantial body of mining-sector disputes — particularly claims arising from expropriation, stabilisation breach and regulatory change. In force in over 150 Contracting States, including Türkiye since 1989 and the principal mining jurisdictions of Africa, Latin America and Asia.
Bilateral Investment Treaties
Türkiye maintains a substantial network of bilateral investment treaties affording foreign investors protections including fair and equitable treatment, national treatment, most-favoured-nation status and protection from unlawful expropriation. These instruments have been actively invoked in mining-sector disputes globally and provide a critical protection layer for operators facing regulatory or fiscal renegotiation.
New York Convention (1958)
The foundational instrument for international enforcement of commercial arbitral awards, in force in over 170 States. Mining contracts routinely include international arbitration clauses with seats in London, Paris, Geneva, Singapore or Hong Kong. The Convention provides the enforcement backstop for disputes arising from offtake agreements, joint ventures, royalty arrangements and EPC contracts.
EU Critical Raw Materials Act (2024)
The European Union framework establishing strategic project status, benchmarks for domestic capacity and supply chain diversification requirements. Although directly binding only on Member States, the Act has substantial extraterritorial effects on suppliers serving European industrial users — including in the Turkish mining sector, particularly for borates, chromite and marble — and reshapes the strategic context for Turkish critical mineral producers.
OECD Due Diligence Guidance for Responsible Mineral Supply Chains
Multilateral framework providing guidance on due diligence for mineral supply chains from conflict-affected and high-risk areas. Incorporated into binding EU regulation (Regulation (EU) 2017/821 on conflict minerals) and into voluntary industry standards. Operationally significant for operators sourcing cobalt, tin, tantalum, tungsten and gold from higher-risk jurisdictions.
Equator Principles & IFC Performance Standards
The Equator Principles — adopted by over 130 financial institutions globally — and the IFC Performance Standards on Environmental and Social Sustainability are the de facto international benchmarks for project-financed extractive operations, particularly with respect to land acquisition, indigenous peoples, biodiversity, tailings management and stakeholder engagement. Routinely incorporated into mining project finance documentation.
Our Approach
How Mermeroglu Legal Engages
Mining mandates routinely involve the legal systems of the host state where the resource is located, the financing jurisdiction, the listing jurisdiction of the operating company, the arbitration seat and — for offtake — the buyer's jurisdiction. Our practice is structured to manage that multi-jurisdictional complexity through coordinated delivery rather than sequential referral.
Each mandate is led by a single matter principal at the firm, supported by an internal team drawing on mining licensing and regulatory, project finance, EPC, environmental, international arbitration and trade compliance practices. Where the matter requires advice on the law of jurisdictions outside Türkiye, we work through long-standing alliance arrangements with foreign counsel, including in the principal mining jurisdictions of Africa, the Caspian region and Central Asia.
The mining industry's long asset horizon — from exploration through to closure — calls for legal teams capable of maintaining strategy across decades rather than transactions. This is reflected in how we resource long-cycle mandates: from pre-licensing due diligence and joint venture structuring, through project finance and construction, to operational compliance and, ultimately, mine closure and rehabilitation.
Initial enquiries relating to mining and metals matters may be directed to the firm's main contact channels. Where the matter concerns a specific transaction, dispute or regulatory question, the firm will identify the relevant matter principal and constitute the appropriate internal and alliance team.
INITIAL ENQUIRIES
Mining and metals mandates are handled through coordinated internal and alliance teams with licensing, project finance, arbitration and trade expertise across jurisdictions.
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