Litigation watch: a battle for the Soremi copper mine
Where mineral wealth meets political reality
Winning a legal dispute never guarantees a favourable outcome. Litigants face the challenge of translating legal rights into practical reality. Arbitration awards still need to be enforced. Assets still need to be located. Counterparties do not always comply willingly.
The dispute between Gerald Group and China National Gold raises a slightly different question. What happens when the obstacle is not simply enforcement, but the strategic importance of the asset itself?
On paper, the case is a straightforward shareholder dispute. Arbitration tribunals have ruled, courts from Hong Kong to the BVI have upheld the awards and ownership records have been amended. Yet years later, the fight continues.
One party is a US-owned commodities trader. The other is a subsidiary of a Chinese state-owned mining champion. The asset in dispute is a producing copper mine in the Republic of Congo.
The shareholder agreement was signed in 2013 and today sits in the intersection of critical minerals policy and strategic competition. The dispute has become a live experiment in what happens when an asset becomes more strategically important than the people who drafted the contract expected.
It is a case worth watching not for the legal gymnastics it creates, but because it has become a window into something much larger.
Same planet, different world
The dispute dates back to 2013, when Gerald Metals signed a shareholder agreement with China National Gold Group Hong Kong (‘CNG’), a subsidiary of China’s largest state-owned gold producer, China National Gold Group, to develop the Soremi copper mine in the Congo’s Kouilou region. The mine entered production in 2017, with zinc smelting added several years later.
The partnership unravelled in 2020 when CNG sought to transfer its 65% in Soremi to an affiliate. Gerald held 35% in Soremi and argued that it should have a right of first refusal under a shareholder agreement, entitling it to buy CNG’s stake itself. It began arbitration in Hong Kong in November 2020 and ultimately won in February 2023, a tribunal ordering CNG to transfer its shares to Gerald.
Courts in Hong Kong and the BVI subsequently upheld and enforced the award. A BVI court in July 2025 rectified the share register to record a Gerald affiliate as the 100% legal and beneficial owner of the Soremi vehicle.
Despite those rulings, the legal battle continues through multiple rounds of appeals, enforcement proceedings and related litigation.
CNG retains operational control of the mine. It had asserted control over Soremi by late 2024 through directors and management. There is little doubt that Beijing views the project as part of the national team: the website of China’s State-owned Assets Supervision and Administration Commission of the State Council (SASAC) proudly dedicated an SOE news bulletin on the Soremi mine in September 2024 as part of a “Chinese SOEs in Africa” theme.
It states that the project was taken over by the SOE in 2014 and currently employs 600 local workers, with Chinese employees providing training. Not only has the mine provided the Congolese metallurgical industry with valuable standards in mining, safety and environmental protection, the bulletin says, but it contributes to “China’s wisdom, strength, and solutions to the country’s development.’’
Gerald has meanwhile moved into asset recovery mode. It alleges that US$100m was transferred out of Soremi after the arbitration award, and in March 2024, obtained a freezing order against CNG and Soremi for up to US$200m.
In October 2025 it secured a Hong Kong injunction freezing around US$126m of CNG assets, including a 40.01% stake in Hong Kong-listed China Gold International Resources.
In 2026, CNG continued to challenge the rulings through appeals and attempts to reopen aspects of the arbitration, despite being held in contempt of court for failing to comply with BVI orders.
CNG’s most recent line of attack has involved allegations of corruption and bribery connected to the underlying transaction. Hong Kong courts have thus far rejected those efforts, characterising them as an impermissible attempt to reopen awards that remain valid and binding.
Beyond the courtroom
Neither side appears inclined to surrender. Gerald continues to pursue enforcement, while CNG continues to resist. At some point, however, the dispute will likely be determined by factors beyond the courtroom.
Gerald’s leverage lies in a string of legal victories, freezing orders and the ability to keep pursuing assets over multiple jurisdictions. CNG’s leverage lies in operational control of the mine, longstanding relationships in Congo and the fact that it remains the party actually running the asset.
There are broadly three ways this could end. Gerald could decide that controlling the mine is less important than getting paid. Having won the key legal battles, it focuses on asset recovery and enforcement, liquidates what it can, and ultimately cashes out.
Alternatively Gerald keeps fighting and hopes that the balance of political support in the Congo shifts in its favour. If policymakers conclude their interests are best served by showing respect for arbitration awards and the rule of law—and if the US state department quietly encourages that outcome—Gerald somehow gets actual control of the mine.
The third is that the Congo concludes that preserving CNG’s role in the project best serves its interests: the legal awards remain valid but the mine stays under the control of the party already operating it. Even if this risks damaging its standing with international investors.
Practical leverage
The lesson is not that investors should place less faith in contracts. It is that they may need to think beyond them. When strategically important assets are involved, the key question may not simply be who has the stronger legal case, but who holds the most leverage.
The more useful questions may sit beyond the contract itself. Who actually controls the asset? Who controls management? Who has the stronger relationships with the host government? Who can afford to keep fighting? What will ultimately determine the outcome?
The ultimate significance of the dispute may depend less on the legal arguments than on how it ends. If Gerald ultimately translates its legal victories into control and economic recovery, the case may simply demonstrate that contracts, arbitration and courts continue to provide an effective—if imperfect—framework for resolving disputes over strategically important assets.
If not, the implications are broader. The case would raise questions about whether the legal architecture developed during the globalisation era functions in quite the same way when strategic interests are involved. In that sense, Soremi is not just a dispute over a copper mine. It is a test of whether legal rights remain as decisive as investors have come to assume in a world increasingly shaped by strategic competition.
It will become less a story about whether private contracts work, and more one about what they are really worth in an era where states increasingly care about assets they once left to markets.
Copyright of Ninepin Limited, 2026