The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has officially sanctioned the Sales and Purchase Agreement (SPA) for a transaction involving TotalEnergies Exploration and Production Nigeria Limited.

Under the terms of the deal, TotalEnergies will divest its entire 12.5% contractor interest in Oil Mining Lease (OML) 118 to Shell Nigeria Exploration and Production Company (SNEPCo) and Nigerian Agip Exploration Limited (NAE).

A statement issued by the agency’s Head of Media and Strategic Communications, Eniola Akinkuotu, stated that TotalEnergies will transfer 10 per cent of its interest to SNEPCo for $408 million, while NAE will pay $102 million for the remaining 2.5 per cent.

Akinkuotu confirmed that, as required by Section 95 of the Petroleum Industry Act (PIA) 2021, the commission conducted due diligence checks on SNEPCo, and an action was taken to ascertain the company’s financial capacity and technical expertise.

“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,” he said.

He added that TotalEnergies, a committed operator in Nigeria’s upstream sector, has also paid the statutory application fee for the deal.

Akinkuotu further explained that SNEPCo and NAE would bear the decommissioning and abandonment liabilities owed by TotalEnergies to the Federal Government with respect to the divested interest.

He said the divestment was subject to ministerial consent in line with Sections 95(1), (2), (7), (11) and (12) of the Petroleum Industry Act, 2021.

Akinkuoto stressed that the agency expects SNEPCo and NAE to pay five per cent and two per cent, respectively, of the transaction value of $510 million as a premium on ministerial consent and processing fees.

The assignees are mandated to provide a formal commitment to the commission, guaranteeing that they will assume all financial responsibilities. These responsibilities cover the decommissioning, abandonment, and host community liabilities originally owed by TotalEnergies.