Russia’s full-scale invasion of Ukraine has triggered not only military and diplomatic responses but also a new mercantile mechanism for cooperation, co-investments, and burden sharing for natural resource exploration and extraction as part of a country’s defense and development policy. The “minerals deal” (involving mining, hydrocarbons, and infrastructure) between Ukraine and the United States establishes a mechanism for joint investment for Ukraine’s reconstruction, assuming that a durable peace with Russia is reached. The details of the deal are contained in a Limited Partnership Agreement (LP Agreement) that the parties have not disclosed. However, one can assess the outlines of the deal through the Agreement between the Government of Ukraine and the Government of the United States of America on the Establishment of a United States-Ukraine Reconstruction and Investment Fund (UURIF),Footnote 1 public announcements, and an early leaked draft of the LP Agreement.Footnote 2 This essay explores what is known of the deal, including what we have learned from interviews, together with an analysis of its implications for Ukraine, the United States, and international law and international relations. The deal has helped to shift the paradigm of U.S. relations with Ukraine under the Trump administration, and it reflects a new “transactional” approach to U.S. assistance where the United States openly extracts access to resources in exchange for aid, military support, and financing. At the same time, it reveals transparency concerns with this approach, as neither the United States nor Ukraine plan to make public the key LP Agreement between their respective government agencies.
The “Minerals Deal”
On April 30, 2025, U.S. Secretary of the Treasury Scott K.H. Bessent and Ukraine’s First Deputy Prime Minister and Minister of the Economy Yuliia Svyrydenko signed the UURIF, a framework agreement for assistance in the reconstruction of Ukraine.Footnote 3 The UURIF entered into force on May 23, 2025, and created a partnership between U.S. and Ukrainian government agencies for investment in the exploration, extraction, and exploitation of Ukraine’s minerals, hydrocarbons, and the construction of all related infrastructure. The Verkhovna Rada, Ukraine’s parliament, ratified the agreement on May 8.Footnote 4 The UURIF was notified to Congress, but it was not submitted to Congress for approval or implementation, presumably because it was considered an executive agreement.Footnote 5
The Ukrainian press announced that the parties signed two other agreements, which apparently are the LP Agreement and the General Partnership Agreement (creating an LLC under Delaware law).Footnote 6 The LP Agreement sets forth the details of the partnership, which Ukraine maintains is controlled equally between the U.S. Limited Partner (the U.S. International Development Finance Corporation (DFC)) and the Ukrainian entity (the State Organization Agency on Support Public-Private Partnerships).Footnote 7
Aim to Strategically Align U.S. and Ukrainian Interests
Under the two Trump administrations, the relationship between the Unted States and Ukraine has been complex and contentious. During President Trump’s first term, he pressured Ukrainian government officials to secure a public announcement of investigations politically beneficial to his reelection campaign, leading to his first impeachment inquiry.Footnote 8 In the president’s second term, he threatened to end U.S support for Ukraine and routinely spoke in admiring ways of Russian President Vladimir Putin—who is wanted by the International Criminal Court for war crimes.Footnote 9 In this context, Ukrainian President Volodymyr Zelensky proposed the minerals deal, in significant part, to obtain security guarantees from the United States.Footnote 10 The United States, though, makes no security guarantees under the deal, including no commitment to provide military assistance. Nonetheless, the UURIF does include language recognizing the importance of a “strategic partnership” between the two countries that will support Ukraine’s security. For example, the preamble to the UURIF recognizes Russia as the aggressor and the desire for Ukraine to be “free, sovereign, and secure” through a “lasting peace” and through a “durable partnership” between the United States and Ukraine.Footnote 11 The preamble further provides that the agreement aims “to create the conditions necessary to … increase investment in mining, energy, and related technology in Ukraine by third parties … supporting Ukraine’s defense against Russia’s full-scale invasion.”Footnote 12
Even absent security guarantees, Ukraine hopes that by providing the U.S. government and the private sector with a stake in extracting, profiting from, and receiving strategic minerals and other natural resources from Ukraine, the deal will strengthen U.S. stakes in the country’s independence and its commitments to the country’s reconstruction and economic prosperity. This goal is adopted in the context of an increasingly fractured global environment that has led to a race between states to secure access to critical minerals—resources that broadly shape states’ strategies that range from economic development to technological and military dominance.Footnote 13 In this regard, the agreement stresses “the strategic partnership between the Parties for the long-term reconstruction and modernization of Ukraine, in response to the large-scale destruction caused by Russia’s full-scale invasion of Ukraine and in pursuit of a peaceful, sovereign, and resilient Ukraine.”Footnote 14 Thus, despite President Donald J. Trump’s earlier statements to the contrary,Footnote 15 the agreement recognizes Russia as the perpetrator of a war of aggression and the importance of Ukraine’s survival as an independent country, including for U.S. access to minerals as part of a strategic partnership.
Main Economic Terms: Contributions to the Partnership, Investment Opportunities, and Offtake Rights
Among the economic goals of the partnership is the establishment of a mechanism to help fund the reconstruction and modernization of Ukraine through investment in Ukraine’s exploitation of its natural resources. Ukraine commits to contributing to the partnership 50 percent of the royalties and other revenue it receives from new licenses or permits (issued on or after the effective date of the LP Agreement)Footnote 16 in regards to a list of fifty-seven minerals and hydrocarbons defined in the UURIF’s appendix.Footnote 17 The listed natural resources include lithium, titanium, cobalt, rare earth elements, oil, and natural gas.Footnote 18 It also commits to the exploitation of existing licenses or special permits that have yet to be “industrially exploited” as of the LP Agreement’s effective date regarding such minerals and hydrocarbons.Footnote 19 According to Ukraine’s Ministry of Economy, for the first ten years, profits will be fully reinvested in Ukraine’s reconstruction.Footnote 20 However, it is unclear what revenues there will be in the first ten years for Ukraine because of the ongoing war, the time needed to develop a mine (which can take ten years), and the location of many minerals in Russian occupied territory. Thus, for some, the ten years could largely be a symbolic concession. The UURIF says nothing about U.S. contributions other than that if the United States “delivers new military assistance to [Ukraine] in any form (including the donation of weapons systems, ammunition, technology or training), the capital contribution of the U.S. Partner will be deemed to be increased by the assessed value of such military assistance in accordance with the LP Agreement.”Footnote 21
The agreement recognizes that Ukraine holds “sovereignty over its natural resources” and “retains the right to determine the areas within its territory” for the prospecting and exploitation of its natural resources.Footnote 22 Where any governmental authority of Ukraine issues a license or special permit for subsoil use, however, it shall include in such license or permit, and any related agreement such as a production sharing agreement, a provision that requires the recipient, when it seeks to raise capital, to provide an information and offering entitlement to the partnership.Footnote 23 The same applies to the recipient of any agreement related to “significant infrastructure … assets (as defined in the LP Agreement),” which term is apparently broadly defined.Footnote 24 The recipient of such a license must make relevant information available to the partnership, must “engage in good faith negotiations with the Partnership,” and must “refrain from granting to any third party materially more favorable financial or economic terms” than those offered to the Partnership.Footnote 25
The agreement also grants an information and offering entitlement for Offtake Rights to DFC (“or its designee or assignee”) “in accordance with the terms of the LP Agreement.”Footnote 26 Offtake rights are common in project finance agreements because they help to secure financing by guaranteeing a stream of income from the advance sale of a project’s output.Footnote 27 When exercised, DFC or its designee or assignee would agree to purchase output of the extraction project, such as strategic minerals, at a “market-based” price.Footnote 28 Ukraine commits to include in any license or special permit and related agreement a provision requiring the recipient of the license, “for a period of time and on conditions to be specified in the LP Agreement,” to “refrain from offering to any third party materially more favorable financial or economic terms” for the rights than those offered to DFC.Footnote 29 In this way, the UURIF provides privileged access for the United States to strategic minerals. It is unclear, however, what say Ukraine will have in any assignment by DFC of such rights.
The provisions for “investment opportunities” and “offtake rights” are subject to a potential exception regarding Ukraine’s commitments to the European Union (EU), including under its accession process.Footnote 30 The parties recognize that these rights “are to be carried out in accordance with Ukraine EU Obligations,” which include those contained in the 2014 EU-Ukraine Association Agreement.Footnote 31 The parties further agree to “negotiate in good faith to adopt adjustments” in relation to Ukraine’s accession to the EU.Footnote 32 These provisos address potential frictions with Ukraine’s ambitions to accede to the European Union.Footnote 33
Exemptions from Taxes and Tariffs, and Guarantees of Currency Convertibility
The contribution payments to the partnership and income of the partnership are to be exempt from taxation in both Ukraine and the United States. UURIF imposes an obligation on Ukraine (“shall not be subject to taxes”), but it only contains an affirmation from the United States (“expects that the Ukraine Partner will not be subject to [U.S.] federal income tax”).Footnote 34
In this time of trade wars, Ukraine could benefit from a tariff waiver under U.S. national security statutes that the administration has used to raise tariffs on trading partners. The UURIF provides only, though, that the United States “expresses its expectation that it would not impose tariffs pursuant to Section 232 of the Trade Expansion Act of 1962 or the International Emergency Economic Powers Act” on natural resources obtained through the offtake rights.Footnote 35 This is a weak commitment both in its wording (“expectation”) and because the current U.S. administration has not respected its tariff commitments with other allies.Footnote 36 Nonetheless, the United States normally should have less interest in taxing its access to critical natural resources obtained through this agreement.
Payments to the partnership, distributions from the partnership, and payments to and from the general partner are to enjoy free convertibility into U.S. dollars, subject to certain exceptions. In the event of threats to Ukraine’s “macroeconomic and financial stability,” such as “a deterioration in the balance of payments” or its “reserves,” Ukraine may take “reasonable protective measures in the form of restrictions.”Footnote 37 This provision is important for Ukraine’s existing and future obligations to its creditors, including the International Monetary Fund. Nonetheless, “Ukraine shall indemnify and hold harmless” the partnership, the U.S. limited partner, and the general partner for all losses.Footnote 38
Dispute Settlement
The UURIF contains no binding dispute settlement provision. Rather, the Parties agree to “make every attempt through cooperation and consultations to arrive at a mutually satisfactory resolution.”Footnote 39 Disputes under it will thus be kept within bilateral channels involving an informal framework, which presumably provides an advantage to the stronger party (in this case, the United States). This provision also reflects U.S. mistrust of international courts and tribunals that now also applies to international trade and investment tribunals. However, the LP Agreement likely provides for binding dispute settlement. The earlier leaked draft of a U.S. proposal for the LP Agreement provided for disputes to be resolved before New York courts, although the final text may provide for dispute resolution by international arbitration.Footnote 40
Terms Subject to LP Agreement
Almost every provision of the UURIF provides that commitments will be in accordance with the LP Agreement. This includes the calculation of contributions to the partnership, the selection and powers of the general partner who will manage the partnership, the offtake rights and the rights regarding investment opportunities, the location of the partnership’s bank account, taxation, currency convertibility, the use of the partnership’s funds, and so forth.
It appears that the parties signed the LP Agreement intending it to be the main document in the partnership, and separated the UURIF as a way to publicize key terms that required legislative changes in Ukraine and to address some domestic political sensitivities.Footnote 41 However, someone leaked an initial U.S. draft of the LP Agreement, allegedly prepared by lawyers at the law firm hired by the U.S. Treasury Department, that was completely favorable to the United States. For example, the leaked draft provided that all prior U.S. aid to Ukraine would be included as a U.S. contribution, plus interest at four percent.Footnote 42 President Trump has stated that the United States has given over $300 billion in wartime aid.Footnote 43 As if this was not enough, the leaked draft further provided that DFC would hold a “golden share” and nominate three of the partnership’s five board members.Footnote 44 Effectively, then, the United States would control the partnership, including the ability to determine the amount of the parties’ contribution in the event of any dispute. Finally, the leaked draft provided that the partnership’s income was to be used first to repay the United States for its prior aid before funding Ukraine’s reconstruction.Footnote 45
The leaking of the draft was seen as politically motivated and created a scandal in Ukraine, which opened an investigation within the government.Footnote 46 Ukraine, in parallel, vehemently objected to the provisions in the leaked draft and the final LP Agreement is said to be very different.Footnote 47 Hence, it remains unclear how the partnership is to operate in practice. We understand that the final LP Agreement is structured to reflect greater equality in the partnership, with each party selecting three board members.Footnote 48 We further understand that the parties have specified in the LP agreement that for certain issues, in the event of a tie vote, one of the two parties can break the tie, allocated as a function of the issue.Footnote 49 Moreover, it is reported that any military assistance provided by the United States would grant it class A shares in the partnership, and that any LP revenue must first be distributed to the holder of the class A shares.Footnote 50 These governance questions, however, cannot fully be answered without access to the LP Agreement and a better understanding of how it will operate in practice under the general partner. On September 17, 2025, the United States pledged $75 million to the LP, which amount was matched by Ukraine, making for an initial capitalization of $150 million.Footnote 51 A DFC delegation toured sites in Ukraine, and Ukraine opened bids for a lithium field that month, which could be a first project under the deal.Footnote 52
Status of the LP Agreement
It is unclear whether the LP Agreement will require congressional approval, although its text should be made public under the recently amended Case-Zablocki Act.Footnote 53 The LP Agreement appears to fall within the Act’s definition of covered agreements. The Act requires the executive branch to transmit the text of any international agreement to Congress, along with a description of its legal authority, and to make it publicly available within 120 days unless a statutory exemption applies.Footnote 54 Some might argue that the LP Agreement is a commercial agreement and thus requires no disclosure, but this designation does not affect coverage under the statute.Footnote 55 The LP Agreement appears to contain a strict confidentiality clause.Footnote 56 Thus, it is likely that the United States might keep the LP Agreement confidential under an exemption for “information that has been given a national security classification” provided in the Act.Footnote 57
For some, the LP Agreement may be viewed as a hybrid agreement. On the one hand, it is an international agreement that creates obligations on U.S. and Ukrainian government instrumentalities as parties, and it is linked directly to the UURIF. It thus should be subject to congressional review and ratification. On the other hand, the agreement is structured to resemble a joint venture contract between commercial parties. Questions regarding the LP Agreement’s status create uncertainty regarding its effect under international and domestic law, including as regards U.S. and Ukraine ratification. Indeed, when Ukraine’s parliament ratified the UURIF, the ratifying statute provides that, since the parliament had not received “the texts of the Limited Partnership Agreement or any other agreements,” its ratification of UURIF “does not mean the ratification or automatic approval by the Parliament of the Limited Partnership Agreement or any other agreements that will be concluded by the authorized parties for the purpose of implementing this Agreement.”Footnote 58
A New Transactional Foreign Policy Logic: Advantages for the United States
The minerals deal provides the following three potential forms of economic advantages to the United States: (1) the contribution by Ukraine of royalties from the exploitation of its natural resources to a partnership that is 50 percent owned and (at least) 50 percent controlled by a U.S. governmental agency that will (apparently after ten years) receive its share of the income from the partnership; (2) an information and offering entitlement of the partnership to invest in exploitation of such resources, including in infrastructure to exploit them; and (3) an information and offering entitlement of the U.S. limited partner to acquire Ukraine’s natural resources through “offtake rights.” If the partnership becomes operational, the United States, in return for any assistance toward Ukraine’s defense or reconstruction, will receive privileged access to critical minerals in Ukraine, which is important in a world where China, the United States’ main strategic rival, controls access to many of these minerals and has used that access as leverage in its trade relations with the United States.Footnote 59
The agreement was signed in the context of significant U.S. pressure on Ukraine’s government. For example, the United States paused the provision of intelligence sharing and previously promised military aid following the infamous Oval Office meeting between President Trump, Vice President JD Vance, and President Zelensky.Footnote 60 This pause appears to have created pressure on Ukraine to sign and on its parliament to ratify the UURIF without seeing the LP Agreement.Footnote 61
More generally, the deal reflects a broader shift in U.S. views toward Ukraine, NATO, and security in Europe. No longer does the United States provide “free” military aid to Ukraine. Rather, any military assistance provided by the United States counts toward U.S. contributions to the partnership. In practice, the United States still does not appear willing to provide weapons to Ukraine except through sales to NATO members that then provide them to Ukraine.Footnote 62 It is unclear whether such indirect sales would be considered contributions, although that surely would be of concern were it to be the case, including if in practice the funding comes from Europe, because the United States would be doubly compensated.Footnote 63 This shift implicitly calls into question the earlier U.S.-Ukraine Bilateral Security Agreement of June 13, 2024, signed under the Biden administration, under which the United States committed “to assist Ukraine in maintaining a credible defense and deterrence capability” and “to seek from the [U.S.] Congress appropriation of funds to help sustain a Ukrainian credible defense and deterrent capability.”Footnote 64
The deal could represent a new blueprint for structuring strategic partnerships in conflict and post-conflict settings through blending (so-called private) contractual legal tools with geopolitical ends. U.S. support of defense and other war efforts in the future could be conditional on preferential U.S. (and U.S. companies’) access to resources and investment opportunities, implicating a country’s sovereignty. This model could reflect a U.S. strategic shift in which the United States is more transactional in response to requests for military support from allied nations. In place of traditional security treaties, the United States would negotiate less transparent “contracts” subject to confidentiality provisions. For example, this strategy could be used by the United States in its dealings with the Democratic Republic of the Congo, which has valuable natural resources, including critical minerals.Footnote 65 Not only could these agreements secure access by the United States to desirable resources, but they could also be used to exclude other states from access. The agreement with Ukraine aims to ensure that any party that has economically assisted Russia in financing its war effort, such as China, will not benefit from the exploitation of Ukraine’s minerals.Footnote 66 The United States may aim to exclude China from access to other countries’ natural resources as well.
Advantages for Ukraine: Symbolic and Material
Symbolically, the minerals deal provides formal U.S. recognition of Russia’s war of aggression against Ukraine. It also stresses “the long-term strategic alignment” and partnership of the United States with Ukraine. Materially, the deal could create incentives for the United States to support an independent Ukraine so that it retains access to its critical resources. It also helps align the interests of U.S. capital with U.S. geopolitical interests in support of a secure and independent Ukraine. Critically, it appears to have changed the “paradigm” of U.S.-Ukraine relations under the Trump administration following the Oval Office visit of President Zelensky.Footnote 67
The deal also could potentially benefit Ukraine’s reconstruction after the war. Ukraine will need considerable technical and financial support for the exploration and exploitation of its minerals. The arrangement could facilitate much needed foreign investment through working with DFC. In short, Ukraine hopes that the deal will give the United States “skin in the game” both in support of its long-term security and in its economic reconstruction and modernization.Footnote 68
Uncertainty Regarding Prospects
Given the lack of transparency, there is considerable uncertainty regarding the operation of the deal and its prospects. First, the terms of the LP Agreement and the General Partnership Agreement have not been disclosed. It is unclear what contributions the United States will make to the partnership, how those contributions will be assessed, and what rights the United States has to the partnership’s profits. Second, the war is ongoing and investment in Ukraine will be conditional on a stable peace. Third, while it is argued that Ukraine has one of Europe’s largest confirmed mineral reserves, it is unclear precisely what deposits Ukraine has. The last geological surveys were made during the Soviet era and their reliability is uncertain. What’s more, many of those deposits are in Russian-controlled territory or near the border lines of the conflict, and so Ukraine’s ability to access at least some of its reserves is not certain.Footnote 69 Fourth, Ukraine’s infrastructure, particularly its energy infrastructure, has been significantly impaired and developing an operating mining can take over a decade.Footnote 70 Fifth, it is unclear how transparently the deal will operate in practice, raising concerns as to whether it will favor those close to the U.S. and Ukrainian administrations. For example, Ukrainian good governance non-governmental organizations have allegedly collapsed following the evisceration of USAID funding, the Trump administration has frozen enforcement of the Foreign Corrupt Practices Act, and the administration has generally expressed indifference to corruption.Footnote 71
Conclusion
Apart from the micro-elements of this unusual deal, the macro-question is whether it reflects a new approach of non-transparent, hybrid agreements designed to implement the Trump administration’s self-professed “deal making” philosophy—a combination of cajoling and concession extraction in exchange for U.S. support. The UURIF appears to represent a shift in the United States’ relationship with Ukraine from an aid-based model to a “transactional” model pursuant to which the United States uses its leverage to gain access to critical minerals and other natural resources while Ukraine gains potential access to U.S. funding and political support. The deal reflects a shift, at least under the Trump administration, toward a more commercial, transactional logic in foreign relations (many would say an imperial logic) where the United States exercises significant leverage, implicating international trade, investment, finance, security, and development, including with traditional U.S. allies. For many, extorting a country that has been the subject of aggression and atrocities takes a special kind of amorality. The administration’s approach substitutes unequal transactions in place of assistance, and quid pro quos in place of generosity toward those in desperate circumstances. For some, it reflects a “realist” orientation in U.S. foreign policy,Footnote 72 although some realists may question if it is in the U.S. long-term interest to work with allies in this way. For others, this is how great powers, like the United States and China, operate. Nevertheless, this deal may be more sustainable in the United States than a military aid model under current political conditions.
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