Nigeria's oil and gas regulator has approved the $510 million sale of TotalEnergies' interests in the Bonga deepwater field to Shell and Eni, with ministerial consent awaited.

The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has also shed light on why it recently withdrew its approval of the French supermajor's $860 million deal to sell its stake in onshore assets to privately-owned Chappal Energies.

On Bonga, the regulator said its has signed off on a sales and purchase agreement under which TotalEnergies E&P Nigeria will assign its entire 12.5% contractor interest in Oil Mining Lease (OML) 118 to Shell Nigeria E&P Company (SNEPCO) and Nigerian Agip Exploration Limited (NAE).

According to the agreement, TotalEnergies will transfer a 10% interest to SNEPCO at a cost of $408 million, while NAE will pay $102 million for the remaining 2.5% stake.

NUPRC said in a statement issued on Thursday that it had carried out due diligence on the Shell business to ascertain its financial capacity and technical competence.

“SNEPCO and NAE have demonstrated both technical and managerial competence to optimally contribute to the upstream operations in OML 118," said the commission, stressing they are already partners in the licence.

“Based on the presentations and documents submitted, there is a clear evidence that they have access to funding to meet their financial obligations,” said NUPRC, adding that TotalEnergies had also paid the statutory application fee for the deal.

The regulator said that after ministerial consent is secured, it expects SNEPCO and NAE to pay a premium and processing fees equivalent to 5% and 2% of the $510 million transaction value.

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

Meanwhile, NUPRC has issued an official clarification on the status of the TotalEnergies and Chappal deal which first received ministerial consent on 28 October 2024 "due to a series of media enquiries".

The deal involved the French company selling its 10% stake in the SPDC joint venture — previously operated by Shell — to Chappal-owned Telema Energies.

The deal included OMLs 20, 21, 22, 23, 25, 27, 28, 31, 32, 33, 35, 36, 43, 45, 46, 74, 77 and 79, but excluded OMLs 23, 28 and 77.

NUPRC said that "months" after the approval, Chappal failed to consummate the deal "despite extensions graciously granted by the commission," as a result of which ministerial consent for the deal was withdrawn on 29 May 2025.

However, the regulator stressed that withdrawal of 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 existing legislation.