TotalEnergies has entered into an agreement to sell its 10 per cent non-operated stake in Nigeria’s onshore oil joint venture formerly known as Shell Petroleum Development Company (SPDC), now renamed the Renaissance Joint Venture, marking a renewed effort by the French energy major to exit mature onshore assets in the country.
The company disclosed on Wednesday that the stake will be sold to Vaaris Resources JV Co. Limited, a newly incorporated Nigerian entity, subject to regulatory approvals.
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The transaction follows the collapse of an earlier proposed sale last year to Mauritius-based Chappal Energies, which was blocked by Nigerian regulators over financing concerns.
Under the terms of the agreement, the divestment also covers TotalEnergies’ interests in three additional licences that primarily produce gas for Nigeria LNG.
However, the company said it will retain full economic interest in those gas-producing assets, underscoring its continued focus on gas as a transition fuel within its broader energy strategy.
Corporate filings show that Vaaris Resources JV Co. Limited was incorporated in Nigeria on December 22, 2025. TotalEnergies did not disclose the value of the transaction or provide further details on the buyer, including its technical or financial capacity, beyond confirming the signing of the agreement.
The latest deal comes against the backdrop of an earlier failed attempt by TotalEnergies to sell the same SPDC stake to Chappal Energies for about $860m.
Nigerian regulators halted that transaction after determining that the buyer was unable to demonstrate sufficient financial capacity to complete the acquisition, dealing a setback to TotalEnergies’ plans to streamline its portfolio, reduce exposure to legacy assets and pay down debt.
SPDC’s onshore operations have long been challenged by persistent oil theft, pipeline sabotage and operational disruptions, which have resulted in hundreds of oil spills over the years.
These incidents have led to costly repairs, production losses and a series of high-profile lawsuits, making the assets less attractive to international oil companies amid tightening environmental standards and growing shareholder pressure.
The divestment aligns with a broader trend among international oil majors scaling back onshore operations in Nigeria.
Last year, Shell completed the sale of its 30 per cent stake in SPDC to a consortium of five largely indigenous companies for up to $2.4 billion, significantly reshaping the ownership structure of one of Nigeria’s oldest oil joint ventures.
Following these transactions, the Nigerian National Petroleum Corporation (NNPC) remains the majority shareholder in the joint venture with a 55 per cent stake, while Italy’s Eni holds five per cent.
TotalEnergies’ exit would further consolidate the shift toward greater local participation in Nigeria’s upstream oil sector.
The completion of the sale to Vaaris is contingent on approvals from Nigerian regulatory authorities, including those overseeing upstream petroleum operations and asset transfers.
TotalEnergies said it will provide updates as the process progresses.