A sovereign oil asset with future revenues valued at up to $6 billion was restructured in a deal whose financial terms remain secret. The company at the centre of the dispute was quietly deregistered months before the signing. Two Supreme Court appeals were pending when the president signed. Nigerians have been told this is transparency. It is not.
TheDigger Intelligence Unit
THE DEAL
On Thursday, March 5, 2026, President Bola Tinubu announced the conclusion of a settlement between the Federal Government, Eni, and Nigerian Agip Exploration Limited over Oil Prospecting Licence 245. The agreement was finalised in the President’s office in Abuja, at a high-level meeting attended by Eni CEO Claudio Descalzi, COO Guido Brusco, Head of Sub-Saharan Region Mario Bello, NAEL Managing Director Fabrizio Bolondi, and Special Adviser to the President on Energy, Olu Verheijen.
The official statements were euphoric. Presidential energy adviser Olu Arowolo-Verheijen described it as a considerable improvement on the 2011 Resolution Agreement, showing the policy framework under the Petroleum Industry Act and the administration’s broader fiscal and governance reforms. Attorney-General Lateef Fagbemi described it as a demonstration of Nigeria’s commitment to transparency, accountability, and the rule of law.
There is one problem. Not one word of the settlement’s financial terms has been published. No equity stakes, no revenue sharing ratios, no signature bonuses, no fiscal terms. The Nigerian public has been told that an asset worth an estimated nine billion barrels of oil equivalent reserves has been restructured in their interest, without being shown a single clause of the agreement that does so.
That is not transparency. That is its opposite.
THE FIRST SIN
To understand what was signed on March 5, 2026, you must understand what was agreed upon in 1998.
The OPL 245 saga began when Dan Etete, then serving as petroleum minister under Sani Abacha, awarded the licence to Malabu Oil and Gas — a company in which Etete himself secretly held a major stake. Malabu paid only $2 million of the $20 million expected signature bonus. It was, from its very first moment, a self-dealing transaction by a minister using public office for private gain.
Using a company he secretly owned, Etete had awarded himself ownership of this offshore block, and Etete had already been convicted in France in 2007 on money laundering charges unrelated to OPL 245. Yet the block remained in his company’s hands, litigated across courtrooms on multiple continents for nearly three decades.
In 2011, the Nigerian government attempted to resolve the dispute. Malabu relinquished OPL 245 to the state for $1.092 billion, and Shell and Eni simultaneously paid the same sum to the government, plus a $208 million signature bonus, in exchange for full rights to the block. Prosecutors and NGOs subsequently alleged that nearly the entire $1.1 billion payment was diverted as bribes to Etete and Nigerian officials. Prosecutors later alleged that then-President Goodluck Jonathan was among those slated to receive a share, an accusation he has since denied.
Global Witness tracked down documents showing that Shell knew the money would be diverted into private hands, and went ahead with the deal anyway. Furthermore, the deal Shell and Eni set up for the block was set to deprive Nigeria of an estimated $6 billion in future revenues compared to standard terms for Nigerian oil deals.
A Milan criminal trial ran from May 2018 to March 2021. All defendants — including Eni CEO Claudio Descalzi and Shell’s former head of exploration — were acquitted on the basis that there was no case to answer. However, an Italian judge in a separate civil defamation case subsequently found that saying OPL 245 was secured through bribery was not defamatory — because it was true.
This is the history of the asset that Tinubu’s government has now “resolved.” It is not ancient history. It is the legal and moral foundation on which the March 5, 2026, settlement rests.
THE DISAPPEARING COMPANY
Here is where the March 2026 settlement takes a deeply troubling turn. Malabu Oil and Gas filed suit FHC/ABJ/CS/2137/2025 against the Corporate Affairs Commission as the sole defendant, after the CAC allegedly deregistered it for failure to file annual returns. In an affidavit deposed to by Mohammed Abacha, one of Malabu’s original directors, the CAC neither informed Malabu that a caveat it had placed on its file — which had prevented the filing of annual returns — had been lifted, nor did it publish notice in any national newspaper before the purported strike-off.
Read that again carefully. The CAC placed a caveat on Malabu’s corporate file. That caveat, according to Malabu, physically prevented it from filing annual returns. The CAC then struck Malabu off the register for failing to file those same annual returns — without informing the company the caveat had been lifted, and without the legally required public notice.
The sequence demands a direct question: was Malabu deregistered in 2025 to clear the path for a settlement that excluded it entirely? TheDigger will follow up this with relevant posers to the Corporate Affairs Commission and the Office of the Attorney-General. The timeline is not in dispute. Malabu was deregistered in 2025. The settlement was signed on March 5, 2026. Malabu was neither consulted nor invited to negotiate, and was not a party to any agreement.
SIGNING OVER A LIVE SUPREME COURT CASE
Even setting aside the deregistration question, the March 5 settlement faces a fundamental legal obstacle that the government has not addressed.
At the time of signing, multiple pending suits involving Malabu were before Nigerian courts, including cases FHC/ABJ/CS/51/2010, FHC/ABJ/CS/14/2017, FHC/ABJ/CS/816/14, CR/151/2020, and FHC/ABJ/CR/268/2016. Two of those cases had reached the Supreme Court — Nigeria’s final court of appeal — as SC/ML/356/2025 and SC/CV/959/2025. Both were pending when the president signed.
The constitutional question is stark: Can the executive branch sign away rights over an asset whose legal ownership is still being contested before the Supreme Court? The government has not answered this question. The AGF, who would ordinarily be required to advise on it, was instead a signatory to the agreement.
Eni’s own published account of the settlement confirms it includes the discontinuation of international arbitration proceedings at the International Centre for Settlement of Investment Disputes. What it does not address is what happens to the domestic Nigerian court proceedings in which Malabu is a party — proceedings that were not concluded at the time of the signing.
THE FOUR-BLOCK SPLIT — AND THE MISSING TERMS
The restructuring splits OPL 245 into four new blocks and clears the way for production from a field estimated to hold up to 9 billion barrels of oil equivalent. NNPC Group CEO Bayo Ojulari said the Zabazaba-Etan deepwater project, once operational, could contribute about 150,000 barrels per day to Nigeria’s production capacity.
That is an enormous asset. At $70 per barrel, 150,000 bpd translates to over $3.8 billion annually at full production. The terms on which Nigeria holds its stake in this asset — the royalty rates, profit-sharing, cost-recovery provisions, and NNPC’s equity percentage — determine how much of that revenue actually reaches the Nigerian treasury and how much flows to Eni and Shell.
Those terms have not been published. Eni and Shell declined to comment on the specifics of the restructuring. NNPC has made no detailed statement on the financial terms. The presidential energy adviser said only that the deal represents a “significant improvement” on the 2011 arrangement. That claim cannot be verified because the 2026 terms, like the 2011 terms before them, are not in the public domain.
Global Witness previously established that the 2011 deal was structured to cost Nigeria an estimated $6 billion in lost future revenues. The 2026 deal may well be better. But Nigerians have no way of knowing, because the government that claims to have negotiated in their interest refuses to show them what was agreed.
THE CONSTITUTIONAL QUESTION NOBODY IS ASKING
Nigeria’s 1999 Constitution vests the National Assembly with oversight over international agreements that carry legal obligations for the Federation. The OPL 245 settlement will culminate in a consent arbitral award — a final and binding ruling by an arbitrator that formally recognises the settlement reached between the disputing parties. That is not an informal administrative arrangement. It is a binding international legal instrument.
Was the National Assembly consulted before or after the signing? No committee has confirmed receiving a briefing. No legislative record of any such consultation exists in the public domain. The AGF signed the agreement. The National Assembly was apparently not in the room.
TheDigger is seeking responses from the Office of the AGF, the National Assembly’s committees on petroleum and judiciary, and the presidency’s spokesperson. This story will be updated if and when any response is received.
WHAT NEXT
The Tinubu government has framed the OPL 245 settlement as a triumph — a 28-year saga ended, a deepwater field unlocked, investors reassured. Some of that may prove true. The Zabazaba-Etan project, if developed, could significantly add to Nigeria’s treasury.
But a good outcome does not excuse a bad process. Now, Nigerians and their representatives must insist on transparency, full disclosure of the settlement’s terms, and accountability from all parties. The legitimacy of this deal must be scrutinised openly. The government, the National Assembly, and relevant agencies owe it to the public to answer, clarify, and correct these pending questions—and they must act now.
The presidential energy adviser said the settlement ensures a stronger increase in value and safeguards for the Federation. But Nigerians deserve to see the clause that says so.
TheDigger will continue to press the AGF’s office, the NNPC, the CAC, and the National Assembly for the text of the settlement, the financial terms of the four-block restructuring, and an explanation of how Malabu was deregistered in 2025 without meeting the formal requirements of the Companies and Allied Matters Act.
The questions are simple. The calmness, so far, is loud.
TheDigger Intelligence Unit is pursuing information requests with the Attorney-General of the Federation, the Corporate Affairs Commission, the National Assembly Committees on Petroleum Resources and Judiciary, and the NNPC, seeking the text of the March 5, 2026, settlement agreement, the financial terms of the OPL 245 restructuring, and documentation of the Malabu deregistration process. We will report any response received.”
OPL 245