Malabu Oil & Gas Ltd has threatened to sue the Federal Government and six others over March 5 resolution of the long standing Oil Prospecting Licence (OPL) 245 dispute with ENI and Nigerian Agip Exploration Limited (NAEL).

Malabu, through its team of lawyers led by Reuben Atabo, SAN, said its directors and major shareholders were neither consulted nor involved in any negotiation or settlement process leading to the said resolution.

The lawyer, in a pre-action notice issued pursuant to the Petroleum Industry Act (PIA), 2021, and addressed to the the Commission Chief Executive, Nigerian Upstream Petroleum Regulatory Commission (NUPRC), threatened a legal action.

A copy of the letter, dated March 17, was received by NUPRC on March 18 and the acknowledged letter made available to newsmen on Thursday in Abuja.

It is titled: “Re: Intended Suit at the Federal High Court (FHC), Concerning any Purported Regulatory Action, Approval or Recognition of Arrangements Relating to OPL 254.

“We act as counsel to Malabu Oil and Gas Limited on the express instructions of the majority shareholders and directors of the company (hereinafter referred to as ‘Our Client’).

“Our client has long-standing legal and equitable interests in OPL 245, which remain the subject of several ongoing judicial proceedings before competent courts in Nigeria,” he said.

Atabo, who listed some of the cases pending at Supreme Court and FHC, said the company’s attention was recently drawn to a report “suggesting that a settlement or restructuring arrangement concerning OPL 245 has been concluded.”

He said the announcement indicated that a settlement had been reached regarding OPL 245, involving the Federal Government, NAEL and Shell Nigeria Exploration and Production Company Limited.

“The majority shareholders and directors of Malabu Oil and Gas Limited were never consulted.

“Our client was not invited to participate in any negotiation, mediation or settlement process, and no consent or approval was obtained from our client in respect of any purported settlement or restructuring arrangement relating to OPL 245,” he said.

The lawyer, therefore, said Malabu has resolved to institute an action at the Federal High Court in Abuja, challenging the legality and validity of the OPL 245 resolution agreement.

He said the company would want the court to determine the restructuring and reallocation of interests in OPL 245, and any regulatory recognition or implementation of the said arrangement.

Atabo said the defendants to be sued in the proposed case by Malabu include the Federal Republic of Nigeria, Attorney-General of the Federation (AGF), Minister of Petroleum Resources and Shell Nigeria Ultra-Deep Ltd as 1st to 4th defendants.

Others are Shell Nigeria Exploration and Production Company Ltd, NAEL and Nigerian National Petroleum Company Ltd (NNPCL) as 5th to 7th defendants respectively.

He listed nine reliefs that would be sought at the court.

These include “a declaration that the rights and interests of the plaintiff in OPL 245 granted, re-granted or re-allocated to the plaintiff by the 1st and 3rd defendants on the 2nd day of July 2010, pursuant to the Settlement Agreement of 30 November, 2006, were valid and subsisting as at 5th of March, 2026 when the 1st, 3rd and 7th defendants wrongfully granted or allocated the same OPL 245 to the 4th, 5th and 6th defendants, the plaintiff’s licence not having been terminated nor revoked in accordance with the Petroleum Industry Act, 2021.

“An order setting aside and/or nullifying the purported OPL 245 Dispute Resolution Agreement executed on or about 5th March, 2026, which split the block into four (4) separate assets.

“An order awarding damages in the sum of One Trillion Naira (N1,000,000,000,000.00) against the 1st to 7th defendants jointly and severally for trespass on the plaintiff’s prior exclusive possessory rights in OPL 245.

“An order of injunction restraining the NUPRC from recognising, implementing or giving regulatory effect to the said arrangements and setting aside any regulatory approval already granted in respect thereof,” among others.

The lawyer threatened that if their complaints were not addressed within 30 days of receipt of the notice, the company would proceed to Institute the case without further notice to the commission.

The lawyer, in another letter, addressed to the AGF and Minister of Justice, dated March 17 and received same date by the AGF’s office, also urged the minister to intervene as chief law officer of the country.

It reads in part: “We write in our capacity as counsel to Alhaji Mohammed Sani and Pecos Energy Limited, further to our earlier correspondence to your office dated 30th November, 2023.”

Atabo said in the Nov. 30, 2023 letter, the AGF was notified of the shareholding interests of Alhaji Mohammed Sani and Pecos Energy Limited in Malabu Oil and Gas Limited, as well as the various litigations pending before several courts in Nigeria relating to the allocation and ownership issues concerning OPL 245.

He also referred to the AGF’s response in a letter dated Jan. 17, 2024, wherein the parties were advised to resolve the issues among themselves “since the ministry was unable to intervene in the matter on the basis that aspects of the dispute were sub judice and constituted a private matter.”

He said it was, however, worrisome to hear the March 5 resolution of the OPL 245 dispute between the Nigerian government, ENI and NAEL.

“Our clients wish to respectfully place on record that the directors and major shareholders of Malabu Oil and Gas Limited were neither consulted nor involved in any negotiation or settlement process leading to the said announcement.

“They were not invited to any meeting, did not participate in any settlement discussions, and have not given their consent to any agreement purportedly resolving disputes concerning OPL 245.”

The lawyer said the development had raised serious legal concerns for their clients.

“Firstly, Malabu Oil and Gas Limited remains the company in which the directors and major shareholders whose interests we represent hold substantial equity interests connected to OPL 245.

“Secondly, several legal proceedings relating to OPL 245 remain pending before courts of competent jurisdiction in Nigeria, including matters in which Shell and Nigerian Agip Exploration Limited are parties.

“Thirdly, as previously communicated to your office in our letter of 30th November, 2023, the disputes concerning shareholding, ownership, and entitlement to benefits arising from OPL 245 remain active matters before the courts,” he said.

Atabo, who urged the AGF to intervene, said, “our clients remain committed to the peaceful and lawful resolution of all issues relating to OPL 245.”

He, however, said that Malabu was equally determined to ensure that its “legal and proprietary interests are not ignored or compromised without due process and proper consultation.”