Overview. On April 30, 2025, the United States and Ukraine signed a landmark bilateral agreement establishing the United States–Ukraine Reconstruction Investment Fund. This deal provides a framework for co-developing Ukraine’s critical mineral, oil, and gas resources (detailed list is provided below) in exchange for long-term U.S. investment in Ukraine’s post-war reconstruction. The agreement was followed by two implementation agreements signed in mid-May 2025 that operationalize the joint fund. This legal update outlines the agreement’s key provisions, implementation steps, legal and commercial implications, and practical recommendations for stakeholders.

Key Terms of the Minerals Agreement

• Reconstruction Investment Fund: A limited partnership between the U.S. International Development Finance Corporation (DFC) and the Ukrainian State Organization Agency on Support Public-Private Partnership. The fund will invest in Ukrainian reconstruction and strategic resource development.
• Revenue Sharing: Ukraine will contribute 50% of future revenues from new licenses in critical minerals, oil, and gas to the fund. No debt or repayment obligations apply.
• Preferential Access: The U.S. gains priority investment rights and market-based offtake rights for strategic mineral and energy projects developed under the new framework.
• Sovereignty Preserved: Ukraine retains full control over its subsoil resources and licensing decisions.
• Legal and Regulatory Support: Commitments to ensure free currency convertibility, streamlined permits, and tax/tariff stability for fund-related projects.

Implementation Agreements (May 2025) Two agreements signed on May 13, 2025, govern:

1. Fund Establishment: Creation of the United States–Ukraine Reconstruction Investment Fund as a limited partnership. A joint board (three representatives from each country) oversees operations.
2. Fund Operations: Sets investment protocols, revenue transfer mechanisms, and project approval procedures. Ukraine amended its Budget Code to facilitate contributions to the fund from license revenues.

These agreements finalized major part of the framework required to launch the fund, with full operations expected by late May 2025.

Legal and Commercial Implications

• Investment Structure: The fund introduces a unique public-private mechanism backed by a ratified international treaty. It serves as a secure entry point for U.S.-linked investment and reconstruction finance.
• Licensing and Access: New licenses for covered minerals will be offered first to the fund. This may impact access strategies for non-U.S. investors and incentivize partnerships with the fund.
• Compliance and Safeguards: Projects must meet international standards on transparency, environmental impact, and community engagement. Investors must plan for the 50% revenue share to the fund.
• Infrastructure Rebuilding: The fund prioritizes reinvestment in infrastructure and enabling projects (transport, energy, logistics) that support mining and national recovery.
• Strategic Alignment: This deal signals long-term U.S. commitment to Ukraine’s economic and political sovereignty and provides an institutional anchor for continued engagement.

Next Steps for Implementation

• Appointment of fund governance board members and adoption of final investment protocols.
• Initial capitalization through Ukrainian license revenues and possible U.S. contributions (monetary or in-kind aid).
• Development of a pipeline of investable projects, beginning with surveys, feasibility studies, and strategic infrastructure.
• Collaboration with private partners, IFIs, and donor agencies to co-finance and support priority initiatives.

Practical Recommendations for Stakeholders

• Multinationals: Engage early with the fund, assess compliance frameworks, and explore joint ventures or public-private partnerships for resource or infrastructure projects.
• IFIs: Align reconstruction portfolios with fund priorities; co-invest in strategic sectors; support technical assistance to improve licensing and project management.
• Technical Assistance Agencies: Provide capacity-building support to Ukrainian regulators; assist with legal harmonization, data upgrades, and environmental standards.

Conclusion The U.S.–Ukraine minerals agreement and its implementation framework represent a bold new model for strategic investment, reconstruction, and public-private collaboration. As the joint fund begins operations, stakeholders across sectors should prepare to engage with this dynamic platform, which combines access to critical resources with long-term development and geopolitical alignment.

Relevant Assets

“Natural Resource Relevant Assets” under the Minerals Agreement mean the sites, reserves, and deposits in the territory of Ukraine of aluminum, antimony, arsenic, barite, beryllium, bismuth, cerium, cesium, chromium, cobalt, copper, dysprosium, erbium, europium, fluorine, fluorspar, gadolinium, gallium, germanium, gold, graphite, hafnium, holmium, indium, iridium, lanthanum, lithium, lutetium, magnesium, manganese, neodymium, nickel, niobium, palladium, platinum, potash, praseodymium, rhodium, rubidium, ruthenium, samarium, scandium, tantalum, tellurium, terbium, thulium, tin, titanium, tungsten, uranium, vanadium, ytterbium, yttrium, zinc, zirconium, oil, natural gas (including liquified natural gas), and other minerals or hydrocarbons otherwise agreed by the parties.