Key points

• Acquiring a mining company in Sudan can be faster than applying for a new licence, because the target already holds rights granted under Articles 12 to 14 of the Mineral Wealth and Mining Development Act 2015.
• The 2015 Act has no article that expressly requires ministerial consent to a change in the ownership of a licence-holding company. Its fee schedule only contemplates a fee for the assignment or transfer of mining contracts.
• If the project holds an investment licence, Article 25 of the Investment Encouragement Act 2021 requires the Minister's written consent, during a period set by regulations, before the investor dissolves the partnership or makes an assignment.
• The real consent risk sits in the mining agreement and in Ministry practice, so due diligence on the concession documents matters more than the statute.

The shortcut that can become a trap

For an investor entering Sudan's mining sector, buying into a company that already holds an exploration licence or mining contract can be more attractive than starting from an empty application file. The target comes with an approved area, a relationship with the regulator and, often, years of exploration data.

The risk is treating the deal as a simple share sale. If the concession agreement prohibits a change of control without approval, or the Ministry of Minerals treats the acquisition as an assignment, the buyer may own a company whose principal asset is open to cancellation. Under Article 18 of the 2015 Act, the Minister may cancel a licence, contract or agreement on the Technical Committee's recommendation for breach of its terms.

The answer lies in reading the Mining Act, the Investment Encouragement Act and the target's own agreements together.

Does a share purchase need ministerial consent under Sudan's Mining Act?

Not expressly. The Mineral Wealth and Mining Development Act 2015 regulates the grant, types, conditions and cancellation of licences and mining contracts, but contains no article requiring consent to a change in the shareholders of the company that holds them.

Article 14 lists the instruments the Act recognises, from general search and exclusive exploration licences to mining contracts of several kinds, and provides that they are signed by the Director General of the General Authority for Geological Research with the Minister's approval. Article 15 allows the Minister, on the Technical Committee's recommendation, to conclude special agreements with exploration licence holders on a participation or production-sharing basis.

The only reference to transfer appears in the schedule of fees attached to Article 20. As enacted, it sets an assignment or transfer fee of SDG 50,000 for mining contracts, small mining contracts and industrial minerals contracts, and none for exploration licences. Article 20(3) allows the Minister to amend these fees.

The fee line indicates that direct assignment of a mining contract is contemplated. The Act is silent on indirect transfer through a sale of shares.

Where the consent requirements actually sit

Three sources fill the gap the statute leaves.

The mining agreement. Concession and mining agreements concluded with the Ministry can contain their own change-of-control and assignment clauses. These are the provisions most likely to bite.

The Investment Encouragement Act 2021. Where the project company holds an investment licence, Article 25(1) of the Investment Encouragement Act 2021 prohibits the investor, without the Minister's prior written consent and during a period after the project's establishment to be set by regulations, from changing the project's size, purpose or location, using or selling incentivised equipment for another purpose, mortgaging the project (which is permitted only to finance it), or dissolving the partnership or making an assignment. A breach exposes the investor to the sanctions in Article 38, including withdrawal of incentives and cancellation of the licence.

The Companies Act 2015. Under Article 8(2), a private company may restrict share transfers through its articles of association. Article 95 requires the company to register a transfer on the transferor's application, and Article 93 requires it to report transfers in its annual return to the Registrar.

What should a buyer check before signing a share purchase agreement?

• Licence status and conditions. Confirm that each licence or contract is current, that the area matches the title, and that the target met the conditions for grant in Article 12, including financial capacity, technical competence, tax and zakat clearance, and a certificate that the area is free from dispute.
• Change-of-control clauses. Read the mining or concession agreement for consent rights, pre-emption rights in favour of the State or the Sudanese Mineral Resources Company, and termination triggers.
• Investment licence restrictions. Where the project holds an investment licence, assess whether the transaction falls within Article 25(1)(d) and seek written consent where it plausibly does.
• Articles of association. Identify transfer restrictions, pre-emption rights among existing shareholders and board approval requirements.
• Compliance history. Article 31 lists violations, such as idle licences, unpaid fees and rent, and breached conditions, that can lead to suspension or cancellation. A buyer inherits them.
• Strategic minerals risk. Under Article 8(2), the President may, on the Minister's recommendation, prohibit exploration for minerals important to the national economy, which cancels existing licences and mining contracts. Article 8(3) provides for fair compensation.

Data access needs care too. Article 25 of the Mining Act treats reports and data obtained under a licence or mining contract as confidential and prohibits the holder from publishing them, so data-room arrangements should be structured accordingly.

The gap investors need to be honest about

The silence of the 2015 Act cuts both ways. The Act contains no rule that voids a share sale for want of consent. But it also gives no right to consent, no defined test the Ministry must apply, and no timeline. Further uncertainty comes from the framework itself. Article 2(a) keeps regulations made under the repealed 2007 Mining Act in force until replaced, so the detailed rules may sit in instruments that predate the current Act. Article 15(2) still points to the National Investment Encouragement Act 2013, which Article 2 of the 2021 Act repealed. Outcomes therefore turn on the agreement's drafting and on how officials read it, which is where transactions stall.

How does Sudan compare with South Africa?

South Africa takes the opposite approach. Section 11(1) of the Mineral and Petroleum Resources Development Act 2002 requires the Minister's written consent before a prospecting or mining right, or an interest in an unlisted company holding one, or a controlling interest in a listed company holding one, is transferred. Section 11(2) obliges the Minister to grant consent where the transferee can meet the right's terms and the statutory requirements for holding it. Section 11(5) makes a transaction in breach void.

South Africa's model is stricter but more predictable, because the trigger, the test and the consequence are all statutory. In Sudan, buyers must contract for that certainty. In a Sudanese share purchase agreement, that means conditions precedent tied to written confirmation from the Ministry, specific warranties on licence status, and indemnities covering pre-completion breaches.

Why acquisitions matter for Sudan's mining sector now

Gold sits at the centre of Sudan's economy. According to the World Bank's 2023 Sudan Economic Update, Missed Opportunities amidst Deepening Fragility, gold accounted for 46.4 percent of Sudan's total exports in 2022. Yet the organised segment of production remains small. Figures released by the Sudanese Mineral Resources Company in February 2026 recorded about 70 tonnes of gold production in 2025, of which concession companies produced just under six tonnes and artisanal mining the bulk.

That imbalance is the opportunity. Capital that consolidates existing licences into larger, professionally run operations can lift formal production faster than new applications alone, and an acquirer with clear title, documented consent and protected warranties is positioned to scale. What bridges the two is legal work done before signing.

The Sudanese Commercial Law Office (SCLO), Chambers Global-ranked continuously since 2013/2014, authored the Sudan Merger Control chapter for LexisNexis and advised Hikma Pharmaceuticals on its acquisition of Elie Pharmaceuticals, including regulatory compliance. That combination of transaction and regulatory experience is what a mining acquisition requires.

Speak to SCLO before you sign

If you are evaluating the acquisition of a Sudanese mining company or a stake in a licence holder, contact SCLO at wael.abdin@sclo-uk.com to scope due diligence and transaction structuring.

Frequently asked questions

Can a foreign company buy shares in a Sudanese mining company?Generally, yes. The Mineral Wealth and Mining Development Act 2015 does not bar foreign shareholders in a company holding an exploration licence or mining contract, though Article 12(2) reserves artisanal mining contracts for Sudanese nationals. Investors should also check the list of sectors closed to foreign investment under Article 19 of the Investment Encouragement Act 2021, together with the company's articles and the mining agreement.

Does the Sudanese Mining Act require approval for a change of control?The 2015 Act contains no express change-of-control provision, but the mining agreement or Ministry practice may impose one.

What happens if consent is not obtained under the Investment Encouragement Act?Article 38 of the Investment Encouragement Act 2021 allows the Minister to issue a warning, withdraw incentives in whole or part, suspend the project or cancel the licence for breach of Article 25.

Is acquiring a mining company faster than applying for a new licence?It can be, because the target already holds its rights. The time saved depends on clean title and on securing any consents the target's agreements require.

Disclaimer: This article is provided for general information only and reflects the law and publicly available information as of November 2026. It does not constitute legal advice and should not be relied on as such. Specific advice should be obtained on the facts of any particular matter. Reading this article does not create a lawyer–client relationship with the Sudanese Commercial Law Office (SCLO).

‍