Almaty, Kazakhstan

Raushana Chaltabayeva

Almaty, Kazakhstan

Unicase has advised on natural resources and subsoil use matters in Central Asia for over 16 years. Our clients include major Chinese mining companies, international oil and gas operators, national energy companies, and state entities. We have acted on some of the largest transactions in Kazakhstan's uranium, gold, and iron ore sectors.

Our work in this sector includes the full project lifecycle, from early-stage exploration to production, transaction, and dispute. The Unicase Team assists clients in obtaining subsoil use licences and permits, structuring exploration and production agreements, and leading the approvals process including foreign investment and national security reviews, antitrust filings, and interactions with the Ministry of Energy and other sector regulators. We advise on production sharing agreements and concession arrangements, and on the environmental and land use obligations that run alongside subsoil rights. When the regulatory framework shifts, as it frequently does, we help clients understand not just what the law says, but how state bodies are actually applying it.

On transactions, we provide full-scope support for M&A and joint ventures in mining and hydrocarbons: legal due diligence, deal structuring, drafting and negotiating share purchase agreements and shareholder agreements, obtaining governmental approvals, and managing closing. We have advised buyers and sellers on cross-border acquisitions involving Kazakh, AIFC, and offshore holding structures, and we understand the particular complexities that arise when strategic assets, uranium deposits, large gold mines, oil fields, trigger state pre-emption rights or require multiple layers of regulatory clearance. Where disputes arise, we represent clients in Kazakh courts, arbitration, and before regulatory authorities including cases involving the unlawful deprivation of subsoil use rights and high-value infrastructure contract disputes.

Kazakhstan remains one of Eurasia’s most resource‑rich jurisdictions, combining large hydrocarbon reserves with a diversified mining base across uranium, copper and an emerging portfolio of critical minerals. Recent reforms to the Code “On Subsoil and Subsoil Use” and follow‑on amendments have aimed to increase transparency, digitise geological data, expand the use of electronic auctions and strengthen local content requirements, while at the same time offering investment incentives for large exploration and processing projects. In oil and gas, production continues to grow on the back of flagship Caspian projects and brownfield developments, supporting long‑term export and domestic supply strategies. In parallel, the Government is pushing a new phase of geological exploration, positioning Kazakhstan as a key supplier of uranium and critical minerals for the global energy transition, including rare earths and battery metals. Uzbekistan and the Kyrgyz Republic are fast-developing frontiers for solid minerals and hydrocarbons

Partner

Almaty, Kazakhstan

Our Services

Red-Flag Legal Due Diligence

Transborder Holdings & Special Purpose Vehicles

Foreign Direct Investment Structuring

Sale & Purchase Agreements

Competitive Procedures Support

Labour & Employment Legislation

Legislation & Regulatory Compliance Structuring

Transactional Documents Drafting

Post Acquisition Matters: Transfer Registration, Corporate Governance, Information Disclosure, and Insider-Trading Compliance

Shareholder Agreements

Company Restructuring

Independent Legal Assessment: Concession

Anti-Monopoly Activities

Negotiation Support

Regulatory Approvals

Industry-Specific Waivers and Permits

Chambers & Partners

in Energy & Natural Resources

Raushana Chaltabayeva, Energy & Natural Resources

Chambers & Partners

Legal 500

Tier 1

in Energy & Natural Resources

Unicase advised China General Nuclear Power Corporation (CGN) on the acquisition of a 30% stake in Khorasan-U LLP and Kyzylkum LLP, joint operators of the Kharasan-1 uranium deposit in Kazakhstan's Kyzylorda region. The deposit holds uranium reserves of approximately 33,000 tonnes, with mining operations expected to continue until 2038. The transaction involved navigating a pre-emptive right exercised by Kazakhstan's national uranium company, materially restructuring the deal into a two-stage process. Unicase provided full legal support across due diligence, SPA and SHA opinions, antitrust and foreign investment approvals, and closing.

Unicase advised a major state-owned oil company on the proposed acquisition of a 20% stake in the major onshore oil field in western Kazakhstan. Unicase conducted red-flag due diligence, identified key legal risks, and analysed the share purchase agreement for compliance with national law.

Unicase advised a leading Chinese investment company on the M&A transaction involving the acquisition of a stake in Lomonosovskoye LLP, which holds exploration and production rights to the Lomonosovskoye iron ore deposit in the Kostanay region of northwest Kazakhstan. The deposit is part of the Turgai iron ore belt, one of Kazakhstan's most significant iron ore bearing formations, in a country that holds the world's eighth-largest iron ore reserves.

Unicase advised China's State Nuclear Uranium Resources Development Co. (SNURDC) on the acquisition of a 50% stake in JV Zarechnoye JSC, a Kazakhstani uranium company, from Rosatom's Uranium One Group - one of the largest transactions in Kazakhstan's uranium sector. JV Zarechnoye operates the Zarechnoye mine in Kazakhstan's Turkestan region, with uranium reserves of approximately 3,500 tonnes as of early 2024. Unicase provided end-to-end legal support including state permit applications, due diligence, risk analysis, and transfer of subsoil use rights.

Unicase advised a major Chinese mining company on the acquisition of a stake in the Vasilkovskoye gold deposit, the largest gold mining asset in Kazakhstan, held through a Luxembourg holding structure. As of end-2024, the deposit's total ore reserves were estimated at 40 million tonnes at an average grade of 2.1 grams per tonne, with annual gold production exceeding 18.7 tonnes. Unicase conducted red-flag legal due diligence, advised on deal structure, managed governmental approvals and antitrust notifications, and supported post-closing matters.

Unicase represented a party in litigation arising from the Beineu-Bozoi-Shymkent gas pipeline, the largest pipeline project in the history of independent Kazakhstan, stretching 1,475 kilometres at a construction cost of USD 3.6 billion. The dispute concerned an EPC contract. Unicase developed and executed a full defense strategy, secured shareholder approval, and successfully defended the client at first instance, with the claim dismissed in full.

Unicase advised a major foreign investor on the acquisition of a controlling stake in a Kazakhstani mining company owning the Benkala and South Benkala copper deposits in the Aktobe region. The South Benkala deposit holds an estimated 175 million tonnes of ore reserve containing copper, molybdenum and silver. Unicase conducted comprehensive due diligence, prepared a legal opinion on subsoil use and regulation, secured all necessary governmental permits, and supported transaction closing.

in subsoil and mining transactions advised on across Central Asia

years advising on subsoil use, mining, and hydrocarbons in the region

of Kazakhstan's largest uranium sector deals handled by Unicase