The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has approved a Sales Purchase Agreement (SPA) that will see TotalEnergies Exploration and Production Nigeria Limited divest its entire 12.5 percent contractor interest in Oil Mining Lease (OML) 118.
Under the agreement, Shell Nigeria Exploration and Production Company (SNEPCo) and Nigerian Agip Exploration Limited (NAE) will acquire the stake.
According to the agreement, TotalEnergies will transfer 10 percent of its stake to SNEPCo for $408 million, while NAE will acquire the remaining 2.5 percent for $102 million, bringing the total value of the transaction to $510 million.
In a statement on Thursday, September 25, 2025, NUPRC said it conducted due diligence on both SNEPCo and NAE in line with Section 95 of the Petroleum Industry Act (PIA) 2021 to ensure they have the financial capacity and technical competence required for the transaction.
“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 of Nigeria with respect to the divested interest.
The upstream regulator explained that the divestment is subject to a ministerial consent in line with Sections 95(1), (2), (7), (11) and 12 of the Petroleum Industry Act, 2021.
The Commission therefore expects SNEPco and NAE to pay 5 percent and 2 percent, respectively, of the transaction purse on the total value of $510,000,000 as a 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
