French energy giant TotalEnergies has announced the sale of its 10% non-operated stake in Nigeria's Renaissance oil joint venture to Vaaris, a newly incorporated Nigerian company, marking a significant divestment from the country's upstream sector.
The agreement, executed by TotalEnergies EP Nigeria, covers the company's interest in 15 Renaissance JV licences, which are primarily oil-producing. In 2025, TotalEnergies’ share of production from these assets averaged approximately 16,000 barrels of oil equivalent per day.
Deal Structure and Gas Retainment
A notable aspect of the sale is its selective nature. While Vaaris will acquire TotalEnergies' 10% participating interest in three additional gas-producing licences (OMLs 23, 28, and 77), TotalEnergies will retain full economic interest in these assets. These gas fields are crucial, currently supplying about 50% of the feedstock to the Nigeria LNG (NLNG) plant.
The Renaissance JV, formerly the Shell Petroleum Development Company (SPDC) JV, is operated by Renaissance Africa Energy Company Ltd (30%) and includes the Nigerian National Petroleum Company Ltd (NNPC) as majority partner with a 55% stake. Italy’s Agip holds the remaining 5%.
Second Attempt After Failed Chappal Deal
This sale comes after a previous divestment attempt fell through. In July 2024, TotalEnergies had agreed to sell the same stake to Mauritius-based Chappal Energies for $860 million. However, the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) withdrew its approval for that transaction a year later, prompting TotalEnergies to seek a new buyer.
The new purchaser, Vaaris Resources JV Co. Limited, was incorporated in Nigeria just last month, on December 22, 2025, indicating it is a special purpose vehicle created specifically for this acquisition.
The transaction is still subject to customary closing conditions, including regulatory approvals from Nigerian authorities. If finalized, it will represent a continued trend of international oil companies divesting onshore and shallow-water assets in Nigeria, often in favor of local companies, while retaining stakes in strategic gas projects tied to the LNG export market.
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