A gold project in Sudan can hold a valid mining contract, a producing plant and a willing buyer, and still not control who buys its gold, at what price, or how long its dollars stay dollars. Those three questions decide what the asset is worth. In 2026 the answers changed twice by circular, and an investor who priced a deal on the May rules was valuing a different business by September. SCLO, the Sudanese Commercial Law Office, sets out what changed, where the legal footing sits, and how to protect a mining investment against the next revision.

What does Central Bank Circular 18/2026 change for gold mining in Sudan?

Circular 18/2026 restores choice. Tailings-processing companies may now sell their entire gold output to the Central Bank of Sudan, to an entity it authorises, or to exporters, instead of selling everything to the Central Bank. Banks may complete export transactions on an advance-payment basis, with export gold priced daily by the Central Bank.

The circular, issued by the Central Bank's Policies Department on 21 September 2026 and effective on issue, expressly cancels paragraph 2 of Circular 11/2026 of 13 May 2026. That paragraph had required tailings companies to sell 100 percent of their gold to the Central Bank at its announced price, after the State's profit share and royalties were taken in kind. The May rule triggered a dispute in which 23 mining companies announced a phased production halt from 1 October; their union said the companies represent about 17 percent of national output.

Three further terms matter commercially:

• Letters of credit. Confirmed, irrevocable documentary credits are allowed, provided they carry no clause tying payment to inspection of the goods abroad, and proceeds are collected on acceptance of documents or within 30 days of shipment.
• Retention. Proceeds are held in a foreign-currency account in the exporter's name for up to 21 working days. After that, the balance is bought for the Central Bank at the bank's announced buying rate.
• Permitted uses. Retained proceeds may fund imports the operation needs, with the approval of the Sudanese Mineral Resources Company, or be sold to a bank or to the Central Bank.

Each export still needs written Central Bank approval before the bank completes it.

Why does a Central Bank circular, not the Mining Act, set the price?

The Mineral Wealth and Mining Development Act 2015 (Act No. 8 of 2015) vests all mineral resources in the State (Article 8(1)) and grants a mining contract holder the right to extract and market its production (Article 14(1)(c)). That marketing right is qualified: it operates "in accordance with this Act and the regulations made under it". The Act itself contains no export price, no rule on sale to the Central Bank and no foreign-exchange provision.

That gap is filled from outside the mining framework. Each circular cites the Governor's powers under the Regulation of Dealing in Foreign Exchange Act 1981, as amended in 2011, and Article 20 of the 2013 regulations under it. Pricing sits in a separate instrument. Circular 13/2026, also dated 13 May 2026, prices free-market export gold daily at the international 24-carat price less US$10 per ounce, and blocks any shipment whose proceeds fall below the value set by that price.

The weakness investors should price in

The legal architecture puts the most valuable commercial term in a gold project, the right to sell at a market-linked price and keep hard currency, in the least durable instrument available. A circular can be issued, cancelled and reissued without parliamentary approval, a consultation period or a transition window, and the Central Bank used that flexibility four times between September 2025 and May 2026 before reversing course in September 2026. The 2015 Act offers no statutory stabilisation clause. The nearest route is a special agreement with the Minister under Article 15, which may be structured as participation or production sharing. Article 15(2) ties preferential incentives to the National Investment Encouragement Act 2013, which has since been replaced. Until the Ministry of Minerals and the Central Bank set up a standing consultation mechanism, as the miners' union has proposed, regulatory change will keep arriving by circular.

How does Ghana handle the same problem?

Ghana answers the same question with statute and negotiated contract. The Ghana Gold Board Act 2025 (Act 1140), assented to on 2 April 2025, makes the Ghana Gold Board the sole exporter of gold produced by companies other than large-scale miners (section 3(2)(c)). For large-scale producers, section 3(1)(d) lets the Board buy some or all of their gold, but only in line with the Government's pre-emption rights. Purchases from those producers have so far rested on agreement: since 2022 the Bank of Ghana has taken 20 percent of participating miners' output, and a May 2026 proposal to raise that share to 30 percent has gone to renegotiation rather than been imposed.

The commercial difference is predictability. A Ghanaian producer can read its obligations in an Act of Parliament or a signed agreement it helped negotiate. A Sudanese producer reads them in the latest circular. That gap has a cost, and today it lands on the buyer unless the transaction documents move it.

What should investors buying into a Sudanese gold company do now?

Gold remained Sudan's dominant export and made up 53 percent of total exports in early 2026, according to the World Bank's Macro Poverty Outlook for Sudan (October 2026). The same report records the Sudanese pound depreciating by about 48 percent between December 2025 and July 2026. In that setting, the 21-working-day retention window and the identity of the permitted buyer go directly to cash flow.

On a correctly structured transaction, those exposures become negotiated terms rather than surprises:

• Diligence the offtake chain. Confirm which circular the target operates under, as a concession, small-mining or tailings company, how its gold has actually been sold since May 2026, and whether any proceeds sit unconverted past the retention window.
• Warrant the regulatory position. Seek specific warranties on Central Bank export approvals, foreign-currency account compliance and royalty payments in kind, rather than relying on a general compliance warranty.
• Allocate change-of-circular risk. Use price adjustment, deferred consideration or a specific indemnity keyed to a defined change in Central Bank gold policy between signing and completion.
• Pursue an Article 15 agreement where the scale justifies it. Negotiated terms with the Ministry of Minerals are the closest thing Sudanese law offers to stabilisation.

SCLO wrote the Sudan chapter of Chambers Project Finance 2019, covering mining and natural resources, and has been ranked by Chambers Global continuously since 2013/2014. We advise investors on Sudanese mining acquisitions from diligence through completion.

To review a gold asset or transaction against Circulars 11/2026, 13/2026 and 18/2026, contact Wael Abdin at wael.abdin@sclo-uk.com.

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