Mining

State of play.

• The U.S. government has shifted from lender to active equity shareholder in critical minerals. DoD holds stakes in MP Materials (15%), Lithium Americas/Thacker Pass (5%), and Trilogy Metals' Ambler project (10%); Commerce is pursuing a 10%+ stake in USA Rare Earth under a $1.6 billion CHIPS Act package — with the governance structure for these holdings still taking shape .
• Cuba sanctions now carry secondary liability for foreign mining operators. EO 14404 authorizes OFAC to designate non-U.S. entities in Cuban metals and mining — and the first wave of designations already hit Moa Nickel SA, a Canadian-Sherritt joint venture .
• Coal mine federal oversight is in active litigation. Environmental groups have challenged OSM's 2026 rollback of the Ten-Day Notice process in D.C. District Court, seeking to restore Biden-era federal intervention authority .
• Cross-border M&A in mining is accelerating on both sides of the China competition. USA Rare Earth's $2.8 billion acquisition of Serra Verde and Virtus Minerals' DRC cobalt acquisition are the Western moves; Yancoal's $2.4 billion Kestrel deal is the Chinese counter .
• For counsel advising mining companies, project financiers, or multinational operators, the practical baseline is that U.S. government equity participation is now standard deal architecture in critical minerals, Cuba sanctions exposure has gone global, and coal regulatory certainty will depend on D.C. District Court.

Where things stand.

• U.S. government equity in critical minerals is the new financing baseline. EO 14241 (March 2025) expanded Defense Production Act authorities and created a joint DFC-DoD fund; DoD and Commerce have taken direct equity stakes across rare earths, lithium, and cobalt projects, with governance structures — voting rights, board seats, exit mechanics — still being defined .
• Cuba's metals and mining sector is now a secondary sanctions target. EO 14404 (May 1, 2026), issued under IEEPA, authorizes blocking sanctions on foreign persons operating in Cuban energy, defense, metals and mining, and financial services — extending liability to non-U.S. companies and financial institutions worldwide, mirroring Iran-model enforcement .
• The first Cuba designations have hit a Canadian mining joint venture. Moa Nickel SA — a Sherritt International/Cuban state nickel company JV — was designated on May 7, 2026, alongside GAESA; additional designations in "the following days and weeks" have been signaled .
• Coal mine federal oversight authority is contested. OSM's 2026 revisions to 30 C.F.R. Parts 730–746 returned regulation to 2020 form, restoring state primacy and eliminating the Ten-Day Notice federal intervention mechanism; litigation in D.C. District Court (1:26-cv-01348) seeks to restore the 2024 Biden rule .
• Western rare earth supply chain consolidation is moving fast. USA Rare Earth has acquired Less Common Metals (UK), a stake in Carester (France), an Oklahoma magnet plant, Round Top (Texas), and now Serra Verde (Brazil) — with DFC providing $565 million to Serra Verde and a 15-year offtake agreement with price floors for four magnetic rare earths .
• Chinese-backed capital is simultaneously consolidating Australian metallurgical coal. Yancoal's $2.4 billion acquisition of 80% of Kestrel — Australia's largest underground met coal mine — proceeds amid thawing Australia-China trade relations and requires Australian regulatory clearance .
• U.S. firms are acquiring DRC cobalt assets. Virtus Minerals acquired Chemaf, a Congolese cobalt producer, for $30 million, with reported commitments of up to $700 million in copper-cobalt assets — framed as a strategic counter to Chinese dominance in DRC supply chains .
• Bitcoin mining joint venture litigation is testing crypto partnership structures. Tether's suit against Swan Bitcoin in the High Court of England and Wales — over an $408 million, 80/20 JV spanning Tasmania, Norway, and Texas — raises questions about control allocation, revenue waterfall enforceability, and multi-jurisdictional dispute resolution in crypto mining ventures .
• Gulf conflict is a live force majeure and supply chain risk variable. U.S. military operations against Iran have introduced Strait of Hormuz mining threats and oil price volatility — with Goldman Sachs modeling $120-$150/bbl in a prolonged conflict — creating commodity price and logistics exposure for mining clients with energy-intensive operations or Gulf-linked supply chains .

Latest developments.

• EO 14404 (May 1, 2026) establishes secondary sanctions on foreign entities in Cuban metals and mining; OFAC issued implementing guidance and SDN updates on May 7 .
• Moa Nickel SA — Sherritt International's Cuban nickel JV — designated in the first wave of EO 14404 enforcement, creating immediate compliance exposure for Canadian mining operators .
• Environmental groups filed suit in D.C. District Court (1:26-cv-01348) challenging OSM's 2026 rollback of coal mine federal oversight rules and the elimination of the Ten-Day Notice process .
• USA Rare Earth announced a definitive agreement to acquire Serra Verde Group for $2.8 billion, adding Latin America's only operational rare earth mine and DFC-backed offtake agreements .
• USA Rare Earth CEO defended the $1.58 billion Trump administration equity investment amid House Democratic scrutiny of Cantor Fitzgerald's dual role in the IPO and Commerce Department negotiations .
• U.S. government equity playbook in critical minerals documented: DoD holds stakes in MP Materials, Lithium Americas/Thacker Pass, and Trilogy Metals; Commerce pursuing 10%+ in USA Rare Earth .
• Yancoal Australia agreed to acquire 80% of Kestrel Coal Mine for up to $2.4 billion, pending Australian regulatory approval .
• Tether sued Swan Bitcoin in the High Court of England and Wales over the failed 2040 Energy Bitcoin mining JV, with multi-jurisdictional proceedings ongoing .
• Virtus Minerals acquired Congolese cobalt producer Chemaf for $30 million, with broader DRC copper-cobalt commitments reported .
• U.S. military operations against Iran introduced Strait of Hormuz mining threats and commodity price volatility affecting energy-intensive mining operations .

Active questions and open splits.

• Scope of EO 14404 secondary sanctions in mining. The order authorizes designation of foreign entities in Cuban metals and mining, but the criteria for future designations remain unpublished — leaving non-U.S. operators, financiers, and offtake counterparties uncertain about the perimeter of liability .
• Government equity governance in critical minerals deals. With DoD and Commerce holding stakes across multiple projects, the unresolved questions are: who holds board seats, how exit decisions are made, and what happens when a government-backed project fails — including whether government liability attaches .
• Conflict-of-interest exposure in critical minerals financing. The Cantor Fitzgerald/Lutnick dual-role issue in the USA Rare Earth deal has drawn congressional scrutiny; whether this produces formal investigation, deal restructuring, or new conflict-of-interest protocols for government equity investments is unresolved .
• Coal mine federal oversight authority after OSM rollback. The D.C. District Court litigation will determine whether the Surface Mining Control and Reclamation Act requires federal Ten-Day Notice authority or permits full delegation to states — a question that has now cycled through two administrations without final resolution .
• Australian foreign investment review of Yancoal/Kestrel. The deal involves a Chinese-state-linked acquirer taking control of Australia's largest underground met coal mine; the conditions Australian regulators impose — if any — will signal the current appetite for Chinese resource investment post-trade-thaw .
• Crypto mining JV enforceability across jurisdictions. The Tether v. Swan Bitcoin litigation tests whether revenue waterfall structures, IP ownership, and control provisions in crypto mining partnerships hold up when management breaks down — across English, California, and potentially other courts simultaneously .
• Force majeure and commodity price clauses under Gulf conflict conditions. Strait of Hormuz mining threats and oil price volatility create live questions about whether energy cost escalation triggers MAC or force majeure provisions in mining offtake and project finance agreements .

What to watch.

• Additional OFAC designations under EO 14404 in the Cuban metals and mining sector — the administration has signaled rolling enforcement, and each new designation expands the compliance perimeter for non-U.S. operators.
• D.C. District Court rulings on OSM's 2026 coal oversight rollback, particularly any preliminary injunction motion that could restore the Ten-Day Notice process pending full merits review.
• Australian Foreign Investment Review Board decision on Yancoal's Kestrel acquisition — the conditions imposed will be a leading indicator for Chinese resource M&A in Australia.
• Congressional investigation into conflict-of-interest protocols in critical minerals equity deals, with the USA Rare Earth/Cantor Fitzgerald nexus as the test case.
• Regulatory approval conditions on the USA Rare Earth/Serra Verde transaction, including any national security review of the combined DFC-backed offtake structure.
• Escalation or de-escalation of U.S.-Iran hostilities and Strait of Hormuz transit risk — the commodity price and logistics exposure for energy-intensive mining operations tracks directly to conflict trajectory.