TotalEnergies EP Nigeria agrees to sell its 10% Renaissance JV oil interest to Vaaris, while retaining economic exposure to key gas assets.
TotalEnergies EP Nigeria has entered into a Sale and Purchase Agreement (SPA) with Vaaris as part of a strategic move to divest its non-operated oil interests in Nigeria. The transaction relates to the company’s 10% participating stake in the Renaissance Joint Venture (JV), a long-standing upstream partnership operating across multiple oil and gas licenses in the Niger Delta region.
The Renaissance JV, previously known as the Shell Petroleum Development Company Joint Venture (SPDC JV), is an unincorporated joint venture that brings together several major industry participants. The partnership consists of Nigerian National Petroleum Corporation Ltd holding a 55% interest, Renaissance Africa Energy Company Ltd with a 30% operating stake, TotalEnergies EP Nigeria with 10%, and Agip Energy and Natural Resources Nigeria owning the remaining 5%. Collectively, the JV controls 18 onshore and shallow-water licenses spread across the hydrocarbon-rich Niger Delta, an area that has historically been central to Nigeria’s oil and gas production.
Under the terms of the SPA, TotalEnergies EP Nigeria has agreed to sell to Vaaris its entire 10% participating interest, along with all associated rights and obligations, in 15 of the JV’s licenses. These licenses are predominantly oil-producing assets and, based on 2025 figures, contributed approximately 16,000 barrels of oil equivalent per day on a company-share basis. The divestment reflects a broader portfolio rationalization strategy, allowing the company to reduce exposure to non-operated oil assets while freeing up capital for other strategic priorities.
In addition to the oil-focused licenses, the agreement also covers three gas-producing assets within the Renaissance JV portfolio: OML 23, OML 28, and OML 77. These licenses are primarily oriented toward natural gas production and play a critical role in Nigeria’s domestic and export gas supply chain. As part of the arrangement, TotalEnergies EP Nigeria will transfer its 10% participating interest in these gas licenses to Vaaris. However, a key nuance of the deal is that TotalEnergies will retain its full economic interest in these specific gas assets.
The retained economic interest is particularly significant given that the three gas licenses currently account for around 50% of the feed gas supplied to Nigeria LNG, one of the country’s most important liquefied natural gas export projects. By maintaining economic exposure to these assets, TotalEnergies ensures continued participation in Nigeria’s strategic gas value chain, even as it exits the operational and equity structure of the JV for these fields.
Completion of the transaction is subject to customary closing conditions. These include obtaining all relevant regulatory and governmental approvals, as well as meeting standard contractual requirements typically associated with upstream asset transfers in Nigeria. Once finalized, the deal will mark another step in the reshaping of ownership within the Renaissance JV and highlight the growing role of new investment players such as Vaaris in Nigeria’s upstream sector.
Overall, the agreement underscores an ongoing transition within Nigeria’s oil and gas industry, characterized by portfolio rebalancing among international energy companies and increased participation by regionally focused investors, while maintaining continuity in critical gas supply arrangements that support both domestic energy needs and LNG exports.
