Geopolitical Mining · Article

JV Governance Is Part of Asset Value

Why a Mining Interest Is Worth More or Less Than Its Ownership Percentage

Authors: Marta Rivera Muñoz & Eduardo Zamanillo

June 26, 2026

A mining joint venture is often valued as a percentage of an asset. The project is modelled on a 100% basis, the resulting value is multiplied by the shareholder’s equity interest, and further adjustments are made for financing, execution and jurisdictional risk. This approach is necessary, but it is incomplete.

Two shareholders may own the same percentage of comparable mining assets and still hold economically different interests. One may have reliable access to operating information, meaningful participation in the life of mine plan, protection against uncontrolled dilution, oversight of related party transactions and a viable route to exit. The other may depend almost entirely on the operator, face open ended funding obligations, receive information too late to influence decisions and hold shares that cannot readily be transferred. The difference between those positions is governance. The percentage is the starting point of valuation, not the valuation itself.

Mining joint ventures are used to combine capital, technical capability, infrastructure, mineral rights, market access and relationships with host governments. Their strategic value is precisely that no single participant needs to contribute every element required to develop the asset. The same structure, however, creates a permanent separation between ownership, operation and control. Unless that separation is governed effectively, the percentage appearing in the ownership chart may say relatively little about the value the shareholder can actually protect, influence or realise. The accounting terminology is narrower than common mining industry usage. Under IFRS 11, joint control exists only when decisions concerning the activities that significantly affect the arrangement’s returns require the unanimous consent of the parties sharing control. IFRS 11 also distinguishes between joint operations, where parties have rights to assets and obligations for liabilities, and joint ventures, where they have rights to the arrangement’s net assets. The classification depends on substantive rights and obligations rather than on the name given to the structure.

This article uses joint venture in the broader commercial sense familiar to the mining industry, covering incorporated project companies, contractual arrangements, operated and non operated interests, and partnerships involving private companies or the State. The central argument is that the value of a mining interest is not defined by equity percentage alone. It is determined by the complete bundle of rights and obligations surrounding that percentage: access to information, participation in decisions, exposure to capital calls, influence over the operator, control of value leakage, liability allocation, transferability and the ability to respond when the original project assumptions change. Governance is therefore not an administrative layer placed around the asset. It is part of the asset’s economic value.

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The percentage is not the asset

An equity percentage establishes a claim on residual value. It does not guarantee when that value will become available, whether it will be distributed or whether the shareholder can prevent it from being consumed by additional capital, debt service, operating costs or transactions with related parties. This distinction becomes particularly visible in State participation. The World Bank-supported Toolkit for State Equity Participation in Mining Companies records that Ghana’s mining and quarrying sector generated approximately GHS4.05 billion in fiscal contributions in 2019. Dividends associated with State equity represented approximately GHS38.5 million, or about 1% of that total. Corporate income tax, royalties and employee income tax contributed substantially more. The same toolkit reports that, according to Gécamines, only one mining company in its Democratic Republic of Congo portfolio had paid dividends between 2001 and 2017, despite the production of approximately 3.5 million tonnes of copper and 320,000 tonnes of cobalt. Gécamines attributed this outcome to construction, operating and financing costs exceeding the amounts originally presented in feasibility studies, with the result that distributable profits did not emerge as expected.

These examples should not be interpreted as evidence that equity participation generally fails, nor do they establish that the underlying cost or transfer pricing conclusions were independently verified in every case. They demonstrate a more limited but important point: production, revenue and equity ownership do not automatically produce distributable cash. The economic route from production to dividend is mediated by costs, financing, reinvestment, tax treatment, transfer pricing, distribution policy and governance. Between the orebody and the dividend lies an operating and financial system. That system determines capital allocation, debt priority, cost recognition, reinvestment, reserves for closure and rehabilitation, working capital and the timing of distributions. Governance determines how those decisions are made and how effectively each shareholder can examine them.

Transferability is part of the same equation. An interest that produces limited dividends may still carry substantial value if the asset is sold, refinanced or listed. That value can be impaired when a minority shareholder cannot participate in a sale by the majority, or when the interest is legally or contractually non transferable. The World Bank toolkit consequently identifies tag along rights and transfer provisions as important protections and notes that restrictions on marketability can adversely affect the economic value of a State’s equity interest. In strategic minerals, transferability is not only a liquidity issue. A change in the identity of a partner may affect sanctions exposure, investment screening review, offtake strategy, access to technology, host government confidence and the geopolitical position of the asset. A governance framework that treats transfer only as a private shareholder matter may therefore miss one of the strategic dimensions of value. The economic value of a mining interest must therefore be assessed through more than its percentage of production or net asset value. It must reflect the probability, timing and control of cash flows, the obligations attached to future funding and the practical ability to monetise the interest.

From corporate governance to material governance

Conventional corporate governance provides the essential architecture of boards, voting rights, committees, reporting, audit, conflicts management and accountability. Mining requires an additional substantive layer because the object being governed is not simply a corporate entity. It is a physical system operating through geology, engineering, metallurgy, water, energy, infrastructure, labour, environmental controls, permits, communities and capital. At Geopolitical Mining, we describe the capacity to connect board level oversight with this operating reality as material governance. It is the ability of the board to understand and oversee the physical, technical, territorial, financial and geopolitical system through which a mineral resource becomes production. It does not replace corporate governance. It is the layer that makes corporate governance responsive to the material reality of the mine. This distinction is particularly important in a joint venture because governance operates through several institutional interfaces. The operator manages the asset. The joint venture board oversees the operator. Shareholder representatives carry information back to their parent companies, whose own executives and boards must decide whether to approve budgets, expansions, financing or changes in strategy.

At every interface, information is compressed. Technical uncertainty is converted into management language, management information into board papers and board conclusions into shareholder decisions. A geological reconciliation problem may be reported as a production variance. A maintenance backlog may appear initially as a temporary cost issue. A water constraint may be represented as a permitting workstream even though it could eventually alter throughput, capital requirements and mine life. Strong JV governance must preserve enough of the causal information for decision makers to understand what is actually changing inside the asset. In this sense, JV governance is a practical test of whether the board can understand the mine without trying to operate it.

The distinction between operator and non operator intensifies this challenge. BHP, for example, states that its non operated joint ventures are independently managed and operate under their own governance frameworks. Following a governance review, the company established dedicated non operated JV asset teams to manage the returns and risks associated with its interests in Antamina, Resolution and Samarco. The significance of this disclosure is not specific to BHP. It illustrates a wider principle: non operated interests still require active ownership capability. A non operating shareholder cannot manage the mine directly, but neither can it treat the interest as a passive financial security. It requires people capable of interpreting technical and financial information, understanding the operator’s systems, challenging assumptions through the agreed governance mechanisms and recognising when an operational matter has become a material shareholder issue.

This is where the practitioner gap becomes relevant. The practitioner gap is not simply a shortage of mining professionals. It is the distance between the complexity of the mineral system and the range of practical knowledge available to the institution making the decision. A JV board may include experienced lawyers, financiers, corporate executives and geologists while lacking sufficient access to metallurgy, processing, geotechnics, water, tailings, maintenance, safety or project-execution expertise at the moment those disciplines become decisive.

Closing that gap does not require every director to be a mining specialist. It requires a governance architecture capable of bringing the right knowledge into the decision through board composition, technical committees, independent assurance, site access and direct engagement with the relevant practitioners.

Information rights are economic rights

The value of a non operated or minority interest depends substantially on what the shareholder is entitled and able to know. Standard monthly accounts and production reports are rarely sufficient. They may show tonnes mined, recoveries, unit costs, capital expenditure and variances against budget, but they do not necessarily show why those results occurred, whether the deviation is temporary or structural, or which future assumptions are becoming less reliable. A shareholder needs access to the technical and operational information supporting the financial result. Depending on the asset, this may include geological reconciliation, mine sequencing, reserve and resource changes, metallurgical variability, plant performance, geotechnical monitoring, tailings controls, water balances, contractor performance, maintenance condition, permitting obligations, community grievances, closure estimates and the status of critical infrastructure. Information rights must also address timing. A right to receive a completed annual study is less valuable than access to the evidence while the study is being prepared and strategic alternatives remain open. A right to inspect records after a major budget overrun is not equivalent to receiving early warning that engineering assumptions or project productivity are deteriorating.

Effective governance therefore requires agreed reporting standards, access to underlying information, rights to question responsible personnel, appropriate site access and the ability to commission independent review in defined circumstances. The objective is not to establish a shadow operating organisation or allow shareholders to interfere continuously in management. It is to ensure that the board and shareholders can exercise their responsibilities using information proportionate to their economic exposure. The right to receive information is also different from the capacity to interpret it. A technically complex report may satisfy the formal disclosure requirement while leaving the recipient unable to identify its strategic significance. Information rights and practitioner capacity must therefore develop together.

This becomes even more important when the State participates through an SOE. The EITI Standard requires disclosure of transfers, retained earnings, reinvestment and third party financing relating to material SOE subsidiaries and joint ventures. Its guidance emphasises that key financial figures and transfers between the SOE and each material interest should be visible rather than disappearing within consolidated group accounts. Confidentiality remains necessary for commercially sensitive information, but it should not be drafted so broadly that it prevents a shareholder from understanding the economic, technical or public accountability consequences of the interest it owns. The governance framework should distinguish between commercially sensitive project information and financial relationships that must be disclosed in the public interest.

Capital calls can rewrite effective ownership

Mining projects are rarely funded once. Exploration continues, studies mature, engineering changes, permits introduce new requirements, infrastructure costs evolve, ramp-up takes longer than expected and operating assets require sustaining capital. The initial equity contribution is therefore only the beginning of the financial relationship among the partners. A shareholder may own 30% of the project but lack the capacity or political authority to fund 30% of a major expansion. A State may hold a free carried interest during construction but become exposed to shareholder loans, interest accumulation or distribution priorities. A private company may be able to meet ordinary capital calls but not an unexpected multibillion dollar overrun.

These possibilities must be understood before the capital is required. The joint venture agreement should establish how annual budgets are approved, how expenditure outside the approved budget is treated, what constitutes emergency expenditure, which financing sources have priority and how debt, guarantees and shareholder loans affect distributions. It should also define the consequences of a funding default, including cure periods, dilution, loss of voting rights, conversion into debt or the acquisition of the defaulting shareholder’s interest. None of these mechanisms is inherently correct in every circumstance. Automatic dilution can protect the project from a shareholder unable to fund, but it can also transfer substantial value during a temporary liquidity crisis. Shareholder loans can preserve ownership percentages, but their interest and repayment priority may postpone dividends for many years. Guarantees can facilitate project finance while exposing a parent company to obligations substantially greater than the accounting value of its interest.

A carried interest is therefore not free in economic substance if the carry accumulates, bears interest and ranks ahead of distributions. Oyu Tolgoi demonstrates how central funding mechanics can become to the relationship among the partners. In January 2022, Rio Tinto, Turquoise Hill Resources and the Government of Mongolia announced a comprehensive agreement under which the Oyu Tolgoi board unanimously approved the commencement of underground operations. As part of that package, Turquoise Hill agreed to waive a US$2.4 billion carry account loan owed by Erdenes Oyu Tolgoi, representing investments funded on behalf of the State shareholder plus accrued interest. The agreement also addressed monitoring of underground-development financing, ESG matters, electricity supply and future funding structure.

The example does not, by itself, determine whether the earlier or revised arrangements provided the optimal allocation of value. It shows that the economics of a carried interest cannot be understood from the ownership percentage alone. The accumulation, priority and repayment of shareholder funding may become as consequential as the headline equity stake. A serious valuation should therefore model the actual financial waterfall. It should show not only the shareholder’s proportion of project cash flow, but also the financing obligations that must be met before that cash flow becomes distributable, the circumstances under which the percentage can be diluted and the effect of shareholder debt on the timing and amount of returns.

Joint control is not the same as good decision architecture

Joint control can protect a shareholder from unilateral action. It can also create paralysis. IFRS 11 makes clear that joint control requires unanimous consent over the activities that significantly affect returns and that a party with joint control can prevent another party from making unilateral decisions over those activities. The contractual arrangement normally identifies the decisions requiring approval, voting thresholds, required capital contributions and how assets, liabilities, revenues and expenses are shared. The economic question, however, is not simply whether a shareholder has a veto. It is whether the allocation of authority allows the asset to be governed without either unchecked operator discretion or repeated shareholder deadlock.

Reserved matters should concentrate on decisions capable of changing the investment thesis or materially altering the project’s risk profile. These commonly include approval of the life of mine plan and annual budget, material borrowing or security, major expansions, acquisitions and disposals, changes to the processing route, closure strategy, tailings governance, material offtake arrangements and significant related party contracts. Routine operating decisions should remain with management within the approved plan and agreed risk limits. Requiring unanimous shareholder approval for too many operational matters can slow the mine, weaken management accountability and encourage shareholders to negotiate every problem through corporate leverage rather than operating evidence.

The appointment, role and potential replacement of the operator should therefore be treated as a central economic term. The operating agreement should define the operator’s standard of care, reporting obligations, authority within the approved budget, treatment of conflicts, liability for misconduct or gross negligence, and the circumstances in which the operator can be replaced. In a mining JV, operator governance is not procedural detail; it is the mechanism through which the asset’s technical plan becomes physical performance. The design should also recognise that not all disagreements are the same. A dispute over an accounting treatment can be referred to an independent accountant. A disagreement concerning resource methodology, metallurgy or project engineering may require a specialist expert. A strategic dispute over expansion, financing or sale may need escalation to shareholder executives or boards.

Deadlock procedures should reflect these distinctions. They should establish escalation routes and decision deadlines appropriate to the mine’s operating and financial critical path. A procedure that eventually produces a legally valid result but takes longer than a financing deadline, construction window or safety response is not economically effective. Forced sale mechanisms, buy sell provisions and other forms of separation may be necessary as a final protection, but they should not substitute for functioning decision architecture. In capital intensive assets with limited marketability, a forced exit during a shareholder dispute may crystallise a substantial loss rather than resolve the underlying governance problem. The objective is not to eliminate disagreement. Different shareholders will have different capital constraints, risk appetites, strategic priorities and relationships with the jurisdiction. Good governance allows those differences to be expressed without making the asset incapable of acting.

Related party arrangements can move value outside the equity line

A mining JV may purchase services, technology, finance, marketing, transport, insurance, equipment or management support from one of its shareholders or an affiliated company. These arrangements can be efficient. A shareholder may possess systems, expertise, infrastructure or market access that the project could not reproduce economically on a stand alone basis. They also create a potential route through which economic value can move outside the dividend line. Management fees can increase operating costs. Shareholder debt can take priority over distributions. Marketing or offtake arrangements can influence realised prices and commercial flexibility. Procurement from affiliates can affect capital expenditure. Technology, logistics and insurance arrangements can allocate costs and risks among the project and its shareholders.

Offtake and marketing arrangements deserve particular attention because they can affect realised price, product destination, customer diversification, payment terms, blending, penalties, impurities and strategic optionality. A minority shareholder may formally own a share of the project while losing economic value through commercial arrangements that shape revenue before profits are calculated. The existence of a related-party relationship does not establish that the transaction is improper. It means that the governance system must be capable of demonstrating that the transaction serves the joint venture and is conducted on defensible terms.

The G20/OECD Principles of Corporate Governance emphasise disclosure of material related party transactions and their terms. They also note that complex corporate structures can increase opacity and make it more difficult to identify or monitor transactions involving controlling or significant shareholders.

For a mining joint venture, the relevant protections may include transparent cost allocation methodologies, market benchmarking, competitive procurement where appropriate, approval by non conflicted directors, recusal of interested representatives, audit rights and periodic review of continuing arrangements. Related party governance should also consider cumulative materiality. Several individually modest agreements with the same shareholder may collectively transfer significant value or create strategic dependence. Review thresholds should not allow a larger economic relationship to be divided into separate contracts that each fall below board scrutiny. This is especially important for minority and State shareholders. Their percentage interest may appear protected while the economic return is being influenced through costs, debt, commercial terms or services that sit outside the ordinary distribution mechanism.

When the State is a shareholder

A State entering a mining joint venture may pursue several objectives at once. It may seek dividends, strategic visibility, access to project information, participation in major decisions, transfer of knowledge, national ownership or a stronger connection between the mine and the country’s development policy. Those objectives are legitimate, but they must be made explicit. A single equity instrument cannot be assumed to deliver all of them automatically.

The World Bank’s State equity toolkit recommends that governments define their objectives before entering a shareholders’ agreement and identify clearly which institution will represent the State as owner. It also identifies governance, board participation, technical committees, reporting, budgeting, distributions and transfer restrictions as central elements of State participation. The State must also distinguish its role as shareholder from its role as regulator, tax authority and policymaker. The 2024 OECD Guidelines on Corporate Governance of State Owned Enterprises call for a clear separation between the State’s ownership function and the functions that regulate markets or formulate policy. Without that separation, the State risks becoming both a commercial participant and the authority determining the conditions under which the venture operates, creating conflicts that can undermine the company, the public interest and investor confidence.

Separation does not mean that public institutions should cease coordinating. It means that regulatory decisions should be made through the applicable public framework, while shareholder decisions should be exercised through an identified and professionally capable ownership function. State equity should not substitute for mining law, taxation, environmental regulation, local development policy or public participation. Objectives that apply to the entire sector are generally better pursued through transparent legislation and regulation than through informal influence over one project company.

At the same time, the State should not treat a board seat as symbolic representation. It needs directors and advisers capable of understanding budgets, technical studies, financing proposals and operational risks. The practitioner gap applies as much to a public shareholder as to a private one. Without the ability to interpret information and engage substantively, formal participation may provide visibility without meaningful influence. Public accountability adds another dimension. Rules governing dividends, reinvestment, shareholder financing, guarantees and transfers between the SOE and the JV should be sufficiently transparent for the government and citizens to understand what the State owns, what it has contributed, which obligations it has assumed and what returns it has received. The EITI disclosure framework provides an important basis for that transparency. Finally, the State should understand the implications of transferability. If its interest is permanently non transferable, it may secure continuing national participation but sacrifice part of the interest’s monetisable value. If the interest can be sold, the governance framework must address approval, valuation, pre-emption and tag along rights. The correct design depends on whether the principal objective is financial return, strategic participation or a combination of both.

Liability does not end at the operator’s boundary

A shareholder that does not operate the mine may have limited control over daily decisions. Its financial, legal, environmental and reputational exposure can nevertheless be substantial. The Samarco case illustrates the scale such exposure can reach. BHP described Samarco as a non operated joint venture owned 50% by BHP Brasil and 50% by Vale. In October 2024, Samarco, BHP Brasil and Vale entered into a comprehensive agreement with Brazilian public authorities concerning reparation for the impacts of the Fundão dam failure. BHP disclosed a total financial value of R$170 billion, equivalent at the time to approximately US$31.7 billion, on a 100% basis. This consisted of R$38 billion already spent, R$100 billion in future payments over 20 years and approximately R$32 billion of performance obligations. Samarco is the primary obligor, while BHP Brasil and Vale are secondary obligors, in their respective 50% proportions, for obligations that Samarco cannot fund or perform. BHP disclosed its 50% share of the total settlement amount as R$85 billion, or approximately US$15.9 billion.

The agreement did not resolve every proceeding connected to the dam failure. Its relevance here is narrower: it shows that a non operated position can still carry substantial financial, legal and reputational exposure when severe operational failure occurs. A tragedy of this magnitude should not be reduced to a contractual case study, and these figures do not establish that any particular JV clause would have prevented the failure. They demonstrate, however, that non operated status does not isolate a shareholder from the consequences of high impact events.

For mining JVs, governance must therefore extend beyond production, budgets and dividends. It must address the controls protecting people, the environment and the integrity of the asset. Shareholders need credible assurance concerning tailings, geotechnical conditions, safety, water, closure, emergency response and the treatment of operational warnings. Material governance becomes particularly important in this context. The board does not need to reproduce the operator’s technical organisation, but it must be able to identify the controls that prevent severe harm, determine whether those controls are functioning and ensure that weak signals can reach the appropriate decision level before they become institutional crises.

The same principle applies to territorial legitimacy. Communities and Indigenous Peoples do not necessarily distinguish between the operator and the non operating owners when they experience the consequences of a project. A breakdown in trust, environmental performance or institutional accountability can affect every shareholder through delays, litigation, financing constraints, reputational damage and loss of political support. Territorial legitimacy is therefore not only an operator responsibility or a social performance workstream. It forms part of the asset’s ability to remain governable and productive, and consequently part of the value each shareholder is exposed to.

Governance can create value, not only protect it

Governance is often discussed as a defensive function: preventing conflicts, limiting liability and protecting minority shareholders. Its more strategic contribution is enabling multiple parties to combine capabilities that no participant could deploy alone. Simandou provides a significant contemporary example. The project combines separate mining concessions, several international corporate and State partners, and more than 600 kilometres of shared rail and associated port infrastructure. The Compagnie du TransGuinéen infrastructure joint venture is owned 42.5% by SimFer, 42.5% by Winning Consortium Simandou and 15% by the Government of Guinea. SimFer itself includes the Government of Guinea and a partnership between Rio Tinto and a Chinalco-led consortium.

Rio Tinto disclosed an initial SimFer capital funding requirement of approximately US$11.6 billion, of which its share was approximately US$6.2 billion. The wider arrangement allocated separate construction scopes between SimFer and WCS, followed by the transfer and operation of the common rail and port infrastructure through the jointly owned CTG.

The first shipment left Guinea in December 2025, while the common rail-to-port system was still moving through commissioning and ramp-up. Ore was being railed from the SimFer mine to the main rail line through the SimFer rail spur and initially shipped through the WCS port while construction of the SimFer port was being finalised. The point is not that complexity had disappeared, but that a complex governance architecture had created a route through which mines, infrastructure and the State could begin operating as one coordinated asset system. The structure is complex because the underlying undertaking is complex. It must coordinate two mining systems, shared infrastructure, several corporate groups and the host State across construction, financing, access and eventual operation.

No ownership percentage by itself could organise those dependencies. Value emerges from the ability of the governance architecture to assign responsibilities, define interfaces, align construction scopes, establish shared infrastructure rights and create an operating institution capable of serving the system. The broader lesson is not that complexity is inherently desirable. Every additional entity, agreement and approval interface can create its own risk. The lesson is that appropriately designed governance can make an otherwise uncoordinated asset system investable and executable. Governance creates value when it allows partners to contribute differentiated capabilities while preserving a coherent operating model for the mine.

Valuing the governance architecture

A due diligence process should treat governance as a value question rather than a legal appendix. The assessment should begin by identifying which party controls the operator, which decisions require shareholder approval and whether the non operating shareholders receive sufficient information to exercise those rights. It should examine the financing hierarchy, default and dilution provisions, distribution policy, related party arrangements, transfer restrictions and liability allocation.

The analysis should then be reflected in valuation. An interest with strong information and assurance rights may justify greater confidence in the underlying cash flow assumptions. Open ended capital obligations or weak protection against dilution may require additional downside scenarios. Restrictions on transferability may reduce terminal or strategic value. Related party arrangements may affect realised prices, costs or distributions. A history of unresolved shareholder disputes may increase schedule and financing risk. These effects should not be hidden within a generic minority or country risk discount. Where possible, they should be connected to the specific economic mechanism through which governance affects value.

A useful valuation should therefore make four forms of exposure explicit. The first is cash flow access: whether project earnings are likely to become distributions after reinvestment, debt service and other priorities. The second is decision exposure: whether the shareholder can influence decisions capable of materially changing the project’s value or risk profile. The third is funding exposure: how future capital, guarantees, shareholder loans, defaults and dilution may change the shareholder’s economic position. The fourth is liability and exit exposure: which obligations can reach the shareholder and whether the interest can be transferred or monetised under realistic conditions. These are not separate from the asset valuation. They determine how much of the asset’s theoretical value belongs economically to each participant.

A smaller interest with credible information, proportionate reserved matters, predictable funding obligations and a viable exit route may be worth more than a larger nominal interest carrying limited visibility, uncontrolled capital exposure and no practical marketability.

Conclusion

A mining joint venture interest is not simply a fraction of an orebody. It is a bundle of economic rights, decision rights, information rights, financing obligations and potential liabilities surrounding a physical asset that must remain coherent over decades. The operator matters because it converts plans into performance. The shareholders matter because they provide capital, approve strategy and remain exposed to the consequences. The board matters because it must connect those two levels without attempting to operate the mine itself. The State may matter simultaneously as shareholder, regulator and guardian of the public interest.

When these roles are poorly defined, value can be trapped, diluted, transferred or destroyed even where the geological asset remains attractive. When they are governed well, partners can combine capital, capability, infrastructure and institutional support in ways that create value none could realise independently. This is also why JV governance belongs inside the wider concept of mining viability. Mining viability asks whether a technically and economically credible project can become sustained production within a real system of capital, operations, institutions, territory and public authority. In a jointly owned asset, the partnership itself is one of the systems that must hold.

The quality of the orebody establishes the opportunity. The mine plan describes how it may be developed. The financial model estimates the potential return. Governance determines whether the partners can preserve that opportunity when costs rise, information changes, new capital is required, serious risks emerge or their interests no longer align.The percentage establishes participation. Governance determines what that participation is actually worth.

Resources

External references

IFRS Foundation. IFRS 11: Joint Arrangements.

African Mining Legislation Atlas, World Bank and African Legal Support Facility. Toolkit for State Equity Participation in Mining Companies. 2022.

OECD. G20/OECD Principles of Corporate Governance 2023.

OECD. Guidelines on Corporate Governance of State-Owned Enterprises 2024.

Extractive Industries Transparency Initiative. Understanding Financial Statements of State-Owned Enterprises. 2025.

Turquoise Hill Resources. Oyu Tolgoi Partners Reach Comprehensive Agreement and Approve Commencement of Underground Mining Operations. 2022.

BHP. Non-operated Joint Ventures.

BHP. BHP Brasil Reaches Settlement with Public Authorities in Brazil for Reparation of Samarco’s Fundão Dam Failure. 2024.

Rio Tinto. Government of Guinea, Winning Consortium Simandou and Rio Tinto SimFer Incorporate La Compagnie du TransGuinéen. 2022.

Rio Tinto. Simandou Project Disclosures.

Rio Tinto. Key Project Updates.

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