NUPRC Approves TotalEnergies’ $510m Oil Asset Sales Deal with Shell, Agip

•Agreement still subject to ministerial consent  

•Commission clarifies cancellation of Total/Chappal deal 

•Lokpobiri urges global investors to tap fresh prospects in Nigeria’s oil sector

Emmanuel Addeh in Abuja

The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has signed off on a Sales Purchase Agreement (SPA) by TotalEnergies Exploration and Production Nigeria Limited to assign its entire 12.5 per cent contractor interest in Oil Mining Lease (OML) 118 to Shell Nigeria Exploration and Production Company (SNEPco) and Nigerian Agip Exploration Limited (NAE).

According to the details of the agreement, TotalEnergies will transfer 10 per cent of its interest to SNEPco at a cost of $408,000,000 while NAE will pay $102,000,000 for the remaining 2.5 per cent.

The NUPRC said in a statement yesterday signed by its Head, Media and Strategic Communications, Eniola Akinkuotu, that pursuant to Section 95 of the Petroleum Industry Act (PIA) 2021, the commission carried out due diligence on SNEPco to ascertain their financial capacity and technical competence.

“SNEPco and NAE have demonstrated both technical and managerial competence to optimally contribute to the upstream operations (explore, develop and produce) in OML 118. They already maintain a participating interest in the asset.

“Based on the presentations and documents submitted, there is clear evidence that they have access to funding to meet their financial obligations,” the commission said.

The NUPRC further stated that TotalEnergies, a committed operator in Nigeria’s vibrant upstream sector, had also paid the statutory application fee for the deal.

The commission noted that SNEPCO and NAE will bear the decommissioning and abandonment liabilities owed by TotalEnergies to the federal government with respect to the divested interest.

The upstream regulator explained that the divestment is subject to a ministerial consent in line Sections 95(1), (2), (7), (11) and 12 of the PIA.

The Commission therefore said it expects SNEPco and NAE to pay 5 per cent and 2 per cent respectively of the transaction purse on the total value of $510,000,000 as premium on ministerial consent and processing fees.

The assignees are also to give an undertaking in favour of the Commission that they will bear all the decommissioning and abandonment liabilities and the host community liabilities owed by TotalEnergies, the statement added.

Also, the NUPRC yesterday issued an official clarification on the status of the TotalEnergies and Chappal Energies deal which first received ministerial consent on October 28, 2024.

The clarification, according to a statement by the spokesman of the commission, Akinkuotu, became imperative due to a series of media enquiries. The NUPRC added that the withdrawal of consent for the deal does not foreclose future divestment by any of the parties.

NUPRC had in 2024 conveyed a grant of ministerial consent to the transfer of TotalEnergies’ entire 10 per cent participating interest in the Nigerian National Petroleum Company Limited (NNPC) and Shell Petroleum Development Company (SPDC) Joint Venture – excluding OMLs 23, 28 and 77 – to Telema Energies Nigeria Limited (owned by Chappal Energies).

Specifically, the divestment involved TotalEnergies’ 10 per cent participating interest in Oil Mining Leases (OML) 20, 21, 22, 23, 25, 27, 28, 31, 32, 33, 35, 36, 43, 45, 46, 74, 77 and 79.

However, months after the approval, Chappal Energies, according to the NUPRC, failed to consummate the deal. This, it said, was despite extensions graciously granted by the commission.

Based on this development, the commission stated that the ministerial consent for the deal was withdrawn on May 29, 2025.

“Also, the withdrawal of a ministerial consent does not in any way rule out the possibility of a future divestment by the interested parties provided such an asset sale is in line with extant laws,” the commission said.

The NUPRC affirmed that in line with Section 6(h) of the Petroleum Industry Act (PIA), it remains committed to promoting an enabling environment for investments in upstream petroleum operations.

Meanwhile, the Minister of State for Petroleum Resources (Oil), Senator Heineken Lokpobiri, has called on global investors to seize emerging opportunities in Nigeria’s ‘rapidly transforming’ oil sector, citing strong reforms, enhanced production capacity, and regional influence as key drivers of growth.

Speaking during a keynote remark at the United States–Nigeria Council’s session on oil sector collaboration, held on the sidelines of the ongoing United Nations General Assembly (UNGA) 2025 in New York, Lokpobiri highlighted the country’s renewed policy focus and expanding market potential.

“At the heart of Nigeria’s renewed energy agenda is a clear and deliberate policy direction: to open our oil sector to deeper, smarter, and more strategic partnerships,” the Minister stated. “The time to invest is not just now — it is ripe,” a statement by his spokesperson, Nneamaka Okafor, said yesterday.

Lokpobiri argued that before President Bola Tinubu took the reins of power in 2023, there hadn’t been any serious investment in the nation’s oil and gas sector for over a decade, but stressed that with renewed focus, the sector is experiencing rejuvenation.

“Recall that for over 10 years, prior to the coming of President Bola Ahmed Tinubu, Nigeria did not have any new investment in the oil sector but with the reforms we have carried out, which have created an atmosphere that is globally competitive and attractive, we now have new investments running into billions of dollars.

“All inactive blocks during the period of no investments, are in the basket now and up for grabs. We have longstanding relationships with US and US companies. Beyond these relationships, there are new opportunities for new investors, both in the upstream sector and other sectors,” he added.

The minister noted that under the leadership of Tinubu, Nigeria’s oil sector has witnessed significant progress over the past two years, including increased production output and a more attractive investment climate.

“Thanks to bold reforms and globally competitive fiscals, Nigeria has significantly ramped up production and repositioned itself as a dependable energy hub across West Africa and the continent,” he said.

Lokpobiri attributed this transformation to the successful implementation of the PIA, which he described as a “robust, investor-friendly legal framework” that is driving growth and restoring investor confidence.

He also emphasised Nigeria’s commitment to energy transition efforts, affirming that the country would continue to leverage its fossil fuel reserves to finance its energy mix, while adhering to international climate agreements.

“We are fully aligned with the Paris Agreement, and remain committed to cleaner, more sustainable exploration,” he said. “Our doors are open, our laws are clear, and our environment is conducive — now is the time for U.S. and global investors to become part of Nigeria’s energy success story,” he stressed.

The post NUPRC Approves TotalEnergies’ $510m Oil Asset Sales Deal with Shell, Agip appeared first on THISDAYLIVE.

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