Chile's comptroller general's office (CGR) formally acknowledged on 19 December the legality of lithium mining contracts between the country's economic development firm Corfo and a planned joint venture between Codelco and SQM, clearing the way for the partnership to proceed with conditions.
Corfo's mining lease and project contracts are a key legal step in allowing state-owned miner Codelco to partner with private company SQM to mine lithium in the Atacama desert under the national lithium strategy of President Gabriel Boric, who leaves office in March.
Even though it acknowledged the legality of the transaction, CGR imposed a set of conditions that need to be resolved before the deal can be finalized, all of which must happen before 31 December. The acknowledgement comes after Corfo withdrew and resubmitted a legal resolution that CGR flagged for inconsistencies on early December.
CGR said the effectiveness of the approved contracts hinges on Codelco submitting documentation related to the creation of its lithium subsidiary, Minera Tarar, for retroactive legal review. CGR noted that the Codelco-SQM joint-venture agreement includes a clause tying its closing to a US Securities and Exchange Commission (SEC) investigation into SQM being "substantially finished," a condition the watchdog said must be waived or modified for the deal to proceed.
Corfo and Codelco must send proof to CGR by year-end proving that they complied with all conditions imposed by the watchdog.
The CGR has also set some ongoing guardrails to the deal, including a mechanism that ensures Codelco — under the national lithium strategy — remains the majority owner and controller of the Atacama lithium assets unless the watchdog approves a change of ownership. It also said that payments to regional government bodies must follow strict standards and may be audited.
SQM-Codelco joint-venture moves forward
By acknowledging the deal's legality, the CGR paves the way for the joint venture between Chilean private company SQM and state-owned Codelco to move to its closing stages, pending the resolution of the watchdog's conditions.
CGR's approval was the last necessary external sign-off needed for the agreement to materialize, according to Codelco.
Chile's exiting economy minister Nicolas Gráu celebrated CGR's nod, saying that it will play a big part in "allowing Chile to double lithium production in the next decade".
Codelco said it will now move forward with SQM to finalize the joint-venture, an indication that it will meet and work to resolve all of CGR's conditions. The state-owned miner said that only the final legal and administrative steps are left for the deal to close.
The partnership agreement, which will allow both companies to extract lithium from the Atacama salt flats from 1 January 2031 to 31 December 2060, has been undergoing a lengthy approval process since May 2023. Eight countries and over 20 Chilean regulatory bodies signed off on the deal.
CGR is still performing an audit on "certain operations associated with" the SQM-Codelco tie-up, including Codelco's financial advisory contract with investment bank Morgan Stanley, as well as Codelco's operations, to determine whether public resources are being used appropriately.
It will also review claims from a congressional investigative commission regarding the transparency of the negotiation process, SQM's tax situation, and a clause that relates to Codelco's obligation to sell 100pc of extracted potassium to SQM under the partnership. The Atacama desert's brines, from which the joint venture will produce lithium, contain potassium that is precipitated and extracted alongside lithium.
If the CGR identifies legal issues in its audit, it can order corrective measures, seek internal disciplinary action within the parties and refer its findings to prosecutors, though it lacks the authority to void the deal, leaving full responsibility with SQM and Codelco to finalize the partnership.
