The Board of Directors of the National Mining Company ENAMI EP (the “ENAMI”), through resolution number 280-2026-DIR-ENAMIEP, issued the Regulations for the exercise of the associativity and contracting capacity of the National Mining Company ENAMI EP, which was published in Supplement No. 244 of the Official Gazette dated March 16, 2026.
A. TITLE I: GENERAL (CHAPTER I: SCOPE OF APPLICATION AND GENERAL GUIDELINES)
1. Background, purpose and scope
The Regulation comprehensively regulates how ENAMI exercises its associative and contracting capacity to fulfill its business purposes and the management of the strategic mining sector.
It establishes a mandatory framework for all ENAMI dependencies in associative processes and national and international contracting with natural and legal persons (including the popular and solidarity economy), and establishes principles of legality, efficiency, integrity, transparency, sustainability, precaution and prevention, among others.
2. Key definitions
The Regulation incorporates a comprehensive glossary that determines the operating language of the system. Among the most relevant concepts are defined instruments of approach and confidentiality (e.g., letters and preliminary instruments), financial and commercial notions to prove the suitability of participants, figures of competition and auction and the logic of “first bidder” and the right of first option, as well as technical and economic variables of the mining business (including references to valuation and typical marketing returns) with the aim of standardizing the criteria for selection, awarding and execution.
3. Institutional obligations and cross-cutting rules
ENAMI assumes the obligations of due diligence and institutional consistency in any associative or contractual model. This means alignment with planning and policies, focusing on efficiency and profitability with sustainability, integrity, compliance and transparency.
Any model must be formalized by means of a legal instrument and may originate at the initiative of ENAMI or by external initiative, and requires an evaluation of technical, economic, financial, legal and environmental feasibility; if there is disbursement of ENAMI resources, prior budgetary certification is required.
4. Internal governance: General Management and Board of Directors roles
The Regulations vest the General Management with broad decision-making authority to implement the system, including the approval of bidding terms, appointment of committees, award decisions, contract administration, and termination, among other functions, while the Board of Directors retains strategic and approval powers in accordance with ENAMI’s governing framework..
In addition, it establishes a disqualification regime that incorporates both impediments from the public and sectoral framework and integrity filters based on lists of international sanctions and review to the final beneficiary.
B. TITLE II – ASSOCIATIVE AND CONTRACTING MODELS
1. General (Chapter I)
ENAMI is authorized to use the associative and contractual modalities permitted by law, subject to compliance with the Regulations and the corresponding internal evaluations and approvals.
2. Associative models (Chapter II, Sections I–III)
The Regulation structures the main associative models. In the case of strategic alliances, the Regulations require a public competitive selection process and set out the rules governing contributions, administration, and allocation of responsibilities, without requiring the incorporation of a new legal entity.
In mixed economy companies, corporate governance and control parameters are established in accordance with the public company regime and its applicable regulations.
Commercial agreements provide for schemes in which the private sector assumes financing and risks under conditions defined by ENAMI, maintaining the public control and formalization structure.
3. Procurement models (Chapter III, Sections I–VI)
ENAMI’s contractual regime is developed in six sections: assignment and direct transfer of ENAMI to a third party, assignment and transfer by competition from ENAMI to a third party, assignment and transfer from a third party to ENAMI, operating contracts, operating contracts for artisanal mining and commercial agreements for processing plants.
Requirements are established for information, internal reports, valuation and support for assignment and transfer. For operating contracts, obligations of the operator are determined in terms of safety, environment and technical aspects; polygon and overlap boundaries; production ceilings by type of operation; restrictions for the installation of plants within the area; processing conditions in ENAMI or authorized plants; subrogation of environmental obligations and water and labor rules; and a public tender is required for small-scale mining.
For artisanal mining, the Regulations establish minimum documentary requirements and a specific procedure depending on whether the initiative originates internally or externally.. For processing plants, the figure of commercial agreement and access via competition is regulated, with technical and eligibility requirements.
B. TITLE III – ADMINISTRATIVE PROCEDURE FOR THE SELECTION OF A MEMBER
4. Preliminary phase (Section I)
The procedure applies transversally to commercial agreements, operating contracts, assignments and transfers, and agreements relating to processing plants.
The preliminary phase regulates the initiation of the process, whether by internal or external initiative, as well as admissibility, the request for pertinence reports, and the consolidated report that supports the decision to proceed or to close the file without recognition of costs.
5. Pre-contractual phase (Section II, Subsections I–IV)
The pre-contractual phase incorporates general rules and specific rules for the type of instrument: general rules (Subsection I), rules for commercial agreements (Subsection II), rules for assignment and transfer contracts (Subsection III) and rules for processing plants (Subsection IV).
The Regulations govern key elements such as the “first bidder” and its rights in an upward auction, the minimum content of the bidding terms and timetables, formal cure procedures, technical and economic evaluation, award, and the obligation to execute the awarded instrument within a maximum period of 30 days from the date of award.
6. International proceedings (Chapter II)
6.1. Process Activation and Partner Eligibility
The Regulations allow ENAMI to classify a selection procedure as international when, due to the economic and/or technical requirements of the mining project, it is advisable that it be carried out by a public, private or mixed legal entity that has more than 10 years of experience and a broad technical and economic capacity. For an international company, this means that the first “threshold” is to demonstrate, in a verifiable and documented way, (i) an operating track record of more than ten years in mining (ideally in projects comparable by scale/metallurgy/social environment) and (ii) sufficient technical-financial solvency to execute the project without depending on contributions from ENAMI, given that the international rating is activated precisely by the need for robust capabilities. Any type of associative or contracting model can be used.
6.2. Object and scope of the “international agreement”: comprehensive execution with mining ownership by ENAMI
The Regulations establish that the purpose of the international agreement is to select an International Strategic Partner, who must commit to carry out exploration, exploitation and benefit activities of the mineral resources of the defined area. The most relevant structural element for an international company is that the awarded company is obliged to contribute 100% of the capital, technology and machinery necessary, assuming the entire technical and financial risk of the operation, under the mining ownership of ENAMI.
From a contractual structuring perspective, this arrangement is understood as a model under which the private party assumes full financing and operational responsibility, while ENAMI retains title to the mining rights. Accordingly, the international company should evaluate from the outset how the contractual framework will reflect operational control, technical approval mechanisms, continuity safeguards, and step-in rights that enable it to manage the risks it assumes in their entirety.
6.3. Investment and guarantee regime: mandatory minimum plan and unilateral termination due to non-compliance
The Regulation requires the successful bidder to execute a mandatory minimum valued investment plan, in accordance with the schedule of activities presented in its bid. Unjustified failure to comply with the schedule entitles ENAMI to unilaterally terminate the contract. For an international company, this implies that the investment schedule should not be an aspirational document: it should be a realistic, defensible, and bankable investment route, with clear technical assumptions (drilling campaigns, infrastructure, permitting schedules, logistics), because non-compliance becomes a direct contractual risk of termination.
6.4. ESG standards, environment and community relations: minimum express obligations
The strategic partner must strictly adhere to Ecuadorian environmental regulations and international standards of “Responsible Mining”. It is required to implement an Environmental Management Plan that includes progressive recovery of intervened areas. In addition, the successful bidder undertakes to prioritize the procurement of goods and services of Ecuadorian origin and to guarantee that at least 80% of the non-specialized personnel come from the areas of direct influence. For an international company, this implies that the social and local procurement component is not only “best practice”, but a minimum regulatory-contractual commitment, which must be incorporated from the proposal (local employment plan, sourcing policy, training and contractors), because it will be part of the compliance measurement during execution.
6.5. Transfer of technology and knowledge: annual obligation and data regime
The Regulation obliges the strategic partner to establish an annual technology transfer program for ENAMI’s technical staff, which must include access to geological modeling software, metallurgical processing techniques, and automated environmental monitoring systems. Likewise, all geological, geochemical and geophysical information generated during the contract will be shared property, and a full and digitized copy must be delivered to ENAMI on a semi-annual basis. For an international company, this requires designing data governance (data room, QA/QC standards, periodicity, formats, cybersecurity, intellectual property) and a real transfer plan (training, licenses, support) from the beginning, because the obligation is periodic and measurable.
6.6. Jurisdiction and dispute resolution: prior negotiation and international arbitration (ICC or ICSID)
The Regulation establishes that any difference over the interpretation or execution of the contract must first go through a direct negotiation phase for 60 days. If it is not resolved, the parties submit to arbitration of law under ICC or ICSID/ICSID rules, with headquarters in a neutral city, in Spanish and under Ecuadorian substantive laws. For an international company, this must be reflected in its legal risk strategy: (i) prepare a governance of disputes that takes advantage of the negotiation period (committees, escalation, evidence), (ii) define from the offer its preference (ICC vs ICSID) according to the investment structure and applicable treaties, and (iii) internalize that the procedural language will be Spanish and Ecuadorian substantive law.
6.7. Practical application
In practice, an interested company should arrive with (i) an eligibility file that proves at least 10 years and technical-financial capacity; (ii) a “valued” minimum investment plan with robust and defensible timeline; (iii) an ESG and community plan with quantifiable goals (including 80% local non-skilled staff and local procurement); (iv) an annual technology transfer program and a data governance plan for semi-annual deliveries to ENAMI; and (v) a clear position on the arbitration mechanism (ICC/ICSID), in addition to the preparation for 60-day negotiation.
D. TITLE IV – LEGAL INSTRUMENTS
7. Associative models (Chapter I, Section I: trade agreements)
Internal review and legal/technical compliance criteria are required prior to signing instruments, as appropriate. Rules and contents are detailed to formalize associative models and, in particular, commercial agreements.
8. Contracting models (Chapter II, Sections I–IV).
The Regulations govern the minimum content, formalities, guarantees, administration, and obligations applicable to the contractual instruments, including assignments/transfers (from ENAMI to a third party and from a third party to ENAMI), operating contracts, and plant-related agreements.
The Regulations include provisions on registration and validity, contract administration, guarantees (including performance guarantees for operating contracts, where applicable), the parties’ liabilities, inspections and periodic reporting, as well as the technical and economic conditions for performance, in each case as set out in the relevant section.
9. Administration (Chapter III)
Contractual administration rules, monitoring mechanisms, an interdisciplinary support committee and the administrator’s powers are established to ensure control and compliance during execution.
10. Completion (Chapter IV)
Grounds for termination applicable to associative and contractual instruments are established, including termination by term, mutual agreement, judicial/arbitral decisions and unilateral termination in accordance with the grounds provided for and corresponding support; specific causes are included for operating and execution contracts under the administration of ENAMI.
E. TITLE V – COOPERATION AGREEMENTS
11. Non-profit agreements and procedure
Cooperation agreements are defined as a non-profit instrument with public or private entities, national or foreign, for activities of common interest. The procedure for its structuring, approval, subscription and administration is detailed.
F. Deadlines, exceptions, penalties and final provisions
12. Express and operational deadlines
The Regulations establish relevant deadlines within their procedures, notably the maximum period for execution following award together with procedural rules applicable to admissibility and timetables.
13. Exceptions and effects
Rather than establishing a conventional catalogue of sanctions, the Regulations operate through specific legal consequences, including dismissal for inadmissibility or lack of relevance without recognition of costs, the application of special rules governing the first bidder in auction procedures, enhanced requirements depending on the type of instrument, and, where appropriate, unilateral termination or enforcement of guarantees in accordance with the relevant instrument and the provisions governing guarantees and termination.
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This information is a summary of legal developments of interest and therefore cannot be considered as provided advice. If you have any questions, please contact the AVL team.