DRC weighs conditions before clearing Virtus’s Chemaf acquisition

As the Democratic Republic of Congo (DRC) seeks to leverage its vast copper‑cobalt reserves to boost industrialisation and shift away from decades of extractive dependency, a contentious takeover bid has exposed the tension between national sovereignty and geopolitical competition.

In early 2026 U.S.‑based Virtus Minerals reached a share‑purchase agreement to acquire Chemaf SA a cash‑strapped Congolese miner that owns the Etoile and Mutoshi copper‑cobalt projects and offered to assume the company’s liabilities. Kinshasa, however, has not yet approved the deal. Congolese officials, under intense lobbying from U.S. officials, are weighing whether the proposed takeover promotes domestic development or simply consolidates Washington’s strategic minerals agenda.

A troubled asset up for sale

Chemaf SA was founded by businessman Shiraz Virji and built its fortunes on the Etoile copper‑cobalt mine. Its fortunes changed when a slump in cobalt prices and cost overruns at its new Mutoshi mine left the company unable to service a loan structured by commodities trader Trafigura. The $600 million facility was arranged in 2022 to finance upgrades at Etoile and construction at Mutoshi; by September 2024 Chemaf’s debt had ballooned to about $690 million. To avoid insolvency, Chemaf sought a buyer. In June 2024 it agreed to sell its Congolese assets to Norin Mining Ltd, a subsidiary of Chinese state‑backed defence group Norinco.

Congolese mines minister Kizito Pakabomba said the transaction violated state miner Gécamines’ lease agreements with Chemaf and recommended that the sale be halted. The DRC cabinet adopted the recommendation, a rare rebuke to Chinese investment that underscored Kinshasa’s determination to maintain sovereignty over strategic assets.

The Virtus offer

Virtus Minerals, a Delaware‑registered company led by former U.S. special‑forces veterans, entered the fray in early 2026. The company signed a share‑purchase agreement with trustees representing nearly 95 % of Chemaf’s shareholders and agreed to pay $30 million for the equity. Virtus also pledged to assume Chemaf’s liabilities estimated at more than $900 million and invest roughly $750 million in the projects through a combination of debt and equity. Under the plan, India’s Lloyds Metals and Energy Ltd, which recently acquired a small copper‑cobalt operation in the DRC, would operate the mines, while New York‑based Orion Resource Partners would provide financing support. Virtus’s managing director Phil Braun told reporters that his consortium had reached a settlement with Trafigura over Chemaf’s debts and secured “incredible support” from the U.S. government.

The proposed takeover enjoys the backing of senior officials at the U.S. National Security Council and State Department. At a Chamber of Commerce event in Washington, Jacob Helberg, the U.S. Under Secretary of State for Economic Growth, described the Virtus acquisition and related transactions as “pivotal” to a December 2025 U.S.–DRC strategic partnership and urged their swift completion.

That pact, formally launched at the Washington critical minerals ministerial on 5 February 2026, created a Strategic Asset Reserve (SAR) listing Congolese mineral projects reserved for U.S. investors and gave U.S. companies preferential access to those assets. A joint steering committee of U.S. and Congolese officials oversees the reserve, and U.S. firms hold a right of first offer on listed projects.

Congolese suspicions