Seventeen of the 61 mining companies operating in South Kordofan have now reached gold production, according to the Sudanese Mineral Resources Company. The rest hold ground they have not yet brought into production, and many will need a partner, a farm-in investor or a buyer to get there.

For foreign investors, buying into an existing licence is often the fastest route into Sudan's mining sector. It is also one of the easiest to get wrong. The Mineral Wealth and Mining (Development) Act 2015 says a great deal about how mineral rights are granted and how they can be revoked. It says nothing express about how they are transferred.

That silence does not mean a transfer is unregulated. It means the rules sit elsewhere: in the licence or mining contract itself, in the regulations, and in the regulator's discretion. This post explains where, and what international investors and their counsel should build into a deal before signing.

Why licence acquisitions are the deal to watch

Sudan's gold sector is producing at record levels while much of its licensed ground sits idle. Output reached 70 tonnes in 2025, the highest in five years, and the Sudanese Mineral Resources Company reported 111% of its production and revenue targets in the first half of 2026.

The other side of the picture is capital. A senior official at the Geological Research Authority put war-related losses in the mining sector at about $7 billion, including disrupted exploration and evaluation programmes. The same authority estimates that around 75% of Sudan's mineral resources still need detailed exploration.

That combination produces a familiar pattern: licence holders with good ground and thin balance sheets, and investors who want an entry point without starting a new application from scratch. Farm-ins, joint ventures and outright acquisitions follow. So does legal risk, because the value of the target sits almost entirely in a title that the State granted and the State can withdraw.

The legal framework: what you are actually buying

Under the 2015 Act, all mineral materials belong to the State, which holds the exclusive right to explore for them and dispose of them (section 8(1)). An investor never owns the minerals in the ground. It acquires a right granted by the Minister of Minerals, usually on the recommendation of the Technical Mining Committee (sections 13 and 22), and signed by the Director General of the Geological Research Authority of the Sudan (GRAS) with the Minister's approval (section 14(2)).

Section 14 sets out six types of title. Knowing which one the target holds is the first diligence question, because each grants different rights.

A general prospecting licence gives entry to an area and the right to take surface samples for study. An exclusive exploration licence gives the exclusive right to explore, drill and sample under GRAS supervision. A mining contract gives the right to extract, market and dispose of production in the licensed area, and a small mining contract does the same using methods GRAS specifies. An industrial minerals and rocks contract covers the extraction, manufacture and marketing of industrial materials. All five are open to registered companies and foreign branches that meet section 12(1). The sixth, the traditional mining contract, is reserved by section 12(2) to Sudanese nationals aged 18 or over who are registered with GRAS.

Two further points matter for acquirers. First, the Minister may conclude special agreements on a partnership or production-sharing basis (section 15), and these are negotiated documents whose terms override any assumption drawn from the Act alone. Second, titles granted under the repealed 2007 Act, and the regulations made under it, remain in force until revoked or amended (section 2). An older target may therefore hold a 2007-era title governed by 2007-era rules.

Asset transfer or share acquisition: where consent really bites

The 2015 Act contains no express article on assigning a licence or on a change in control of the licence holder. Investors sometimes read that as permission. It is better read as a gap that the regulator, the title document and the regulations fill.

Taking an assignment of the licence

A licence or mining contract is granted to a specific applicant that has satisfied the section 12(1) conditions: a certificate of registration, financial ability to perform, mining competence and experience, a tax and zakat clearance certificate, a certificate that the area is free of conflicts, and payment of fees. A new holder has not satisfied those conditions.

With no transfer article in the Act, an incoming holder should expect to be assessed against the same section 12(1) conditions, with the change recorded in the register of licence and contract holders the Committee keeps under section 24. The repealed 2007 Act's fee schedule charged a fee for assigning or transferring a mining title, so transfers have long been handled as a regulated step. The incoming holder must already be a registered Sudanese company or a registered branch of a foreign company, so incorporation has to come first.

Buying the shares of the licence holder

A share deal leaves the title with the same company, so no statutory transfer takes place. That does not make it consent-free. Three things can still stop it.

1. The title document. Read the licence, mining contract or any section 15 special agreement for assignment, change-of-control or notification terms. Breach of any term of a licence, contract or agreement is a ground for revocation under section 18(a).
2. The regulator's view of the new owner. The section 12(1) assessment was made on the original owners' finances and experience. A buyer the Ministry considers unsuitable is exposed, particularly where the title is already under pressure for non-use.
3. The regulations. Rules made under the 2007 Act remain in force until replaced, and any regulations made under section 34 of the 2015 Act may add notification or approval steps. These must be checked against the current Arabic texts, not assumed.

The same analysis applies to an indirect acquisition through an offshore holding company. The Sudanese licence holder does not change, but the title document may still define control by reference to its ultimate owners.

The safest course in either structure is early, documented engagement with the Ministry and the Sudanese Mineral Resources Company, and a written approval or confirmation of no objection before completion. If the Minister's decision goes against the investor, section 30 gives only 30 days from notification to apply for reconsideration.

Seven diligence traps specific to Sudanese mining titles

In a share deal, every historic liability stays in the company you are buying. The 2015 Act creates several that a standard corporate diligence list will miss.

1. Idle ground. Check work-programme performance and any suspension of activity, including during the conflict. Non-use is a ground for revocation under sections 18(b) and 31(1)(a).
2. Unpaid fees and rentals. Confirm that licence fees and per-square-kilometre lease payments are current (sections 20 and 31(1)(b)).
3. Wrong mineral. Confirm the title covers the mineral the business plan depends on (section 16). Under section 17(b)–(c), a contract can be revoked for an unworked secondary mineral 90 days after notice.
4. Artisanal overlap. Check for traditional miners or conflicting claims on the licence area, which go to the section 12(1)(e) conflict-free certificate.
5. Environmental and safety exposure. Review environmental impact certificates, incident history and any suspension orders. The holder is solely liable for all damage its works cause (sections 19, 26, 27(2) and 28).
6. Production reporting. Confirm that reported output matches actual output. Withholding or misstating production information carries criminal liability and confiscation of minerals, profits and equipment (section 32).
7. Antiquities. Check whether any finds were reported and the Archaeological Public Corporation's position, since section 29 allows operations to be stopped and the title revoked.

One further trap sits in the data room itself. Section 25 makes reports and information obtained under a licence confidential and prohibits the licence holder from publishing them. Before geological data is shared with a bidder, the seller's disclosure should be structured with that restriction in mind.

Structuring the deal

Because the regulator's position is the single largest risk, the transaction documents should be built around it.

1. Conditions precedent. Make completion conditional on the Minister's written approval or confirmation of no objection, a current tax and zakat clearance, and written confirmation from the regulator that the title is in good standing with no outstanding fees, rentals or notices. Set a realistic long-stop date: regulatory timelines in Sudan are rarely fixed.
2. Staged consideration. A farm-in or earn-in structure lets the investor fund exploration in stages and acquire its interest as milestones and approvals land, rather than paying in full for a title that could later be challenged.
3. Specific indemnities. General warranties are not enough for liabilities the Act places squarely on the holder. Seek specific indemnities for pre-completion environmental damage, contraventions under section 31 and inaccurate production reporting, backed by escrow or deferred consideration.
4. Dispute resolution. Contractual disputes between buyer and seller can go to arbitration, but the enforcement position in Sudan needs care; see our analysis of enforcing a foreign arbitral award under the Arbitration Act 2016. Disputes with the State over compensation for revocation follow the Act's own tribunal process in sections 8(2)(b) and 29(4).
5. Investment protection. Where the investor's home state has a bilateral investment treaty with Sudan, the holding structure should be set up to benefit from it before the investment is made.

Before you sign

In Sudanese mining, the company is only as valuable as the title it holds, and the title is only as secure as the regulator's view of the new owner. The 2015 Act's silence on transfers puts the burden on the deal team: read the title document, check the regulations in force, confirm the regulator's position in writing, and allocate historic liabilities before completion rather than after.

SCLO advises international investors and their counsel on mining licensing, concessions and acquisitions in Sudan, working in Arabic and English from Khartoum and Cardiff. If you are assessing a Sudanese mining asset, contact SCLO or email wael.abdin@sclo-uk.com to discuss the transaction before terms are agreed.

This article is for general information only and does not constitute legal advice.

‍

‍