Ghana Proposes 10% GNPC Stake as Shell and Chevron Target South Deepwater Tano

Ghana has signed a non-binding memorandum of understanding with Shell and Chevron over the South Deepwater Tano Cape Three Points block as the government proposes reducing the Ghana National Petroleum Corporation's (GNPC) carried interest in new upstream projects from 15% to 10%.
The MoU was signed in Accra on September 1 during Africa Oil Week by the government, GNPC, GNPC Explorco, Shell Overseas Holdings and Chevron Sub-Saharan Africa Ventures.
Shell described the agreement as a framework for negotiating final licence terms, subject to the required approvals.
No detailed work programme, investment commitment or drilling timetable has been publicly disclosed.
The proposed five-percentage-point reduction would cut GNPC's carried interest by one-third.
Under Ghana's petroleum agreement framework, contractors finance the state's carried interest during exploration and development. GNPC begins contributing to costs once a field enters production.
A reduction from 15% to 10% would therefore increase the contractors' share of future production from 85% to 90%, assuming the same project costs and production profile.
Energy Minister John Jinapor has defended the proposal as part of efforts to attract investment into Ghana's upstream sector.
“I’m better off having 10% of 1 billion than 15% of 1,000,” Jinapor said.
The proposed change comes as Ghana faces declining oil production and a shortage of new upstream agreements.

Carried interest remains a major source of petroleum revenue

GNPC's carried and participating interest generated US$339.3 million for Ghana in 2025, accounting for 44% of the country's US$770.3 million in petroleum receipts, according to the Public Interest and Accountability Committee (PIAC).
Corporate income tax generated slightly more at US$346.9 million. PIAC attributed the increase partly to a delayed payment linked to a Sankofa lifting.
Carried interest supplied 44% of petroleum receipts in 2023, compared with 34% from corporate income tax.
The proposed reduction therefore affects a significant source of government petroleum revenue, although the government's argument is that a smaller stake in a larger or more productive investment could generate greater absolute returns.
Ghana's production has fallen from 71.44 million barrels in 2019 to 37.3 million barrels in 2025, a decline of almost 48% over six years.
Petroleum receipts also fell 43.3% last year to US$770.3 million from US$1.36 billion.
No new petroleum agreement has been signed in Ghana since 2018.

South Deepwater Tano requires further investment

The South Deepwater Tano block has previously been explored.
AGM Petroleum, part of Norway's Aker group, relinquished the block in March 2023 after drilling two ultra-deepwater wells, including the Nyankom discovery.
The company said substantial further investment would be required because of the block's water depth.
There is no publicly available estimate of recoverable resources for South Deepwater Tano.
Some estimates of 453 million barrels associated with the wider Deepwater Tano/Cape Three Points area refer to the neighbouring licence, not the block currently being discussed with Shell and Chevron.
This makes the terms of any new agreement particularly important, given that the acreage has already undergone exploration and was relinquished by its previous operator.

Proposed fiscal changes extend beyond carried interest

The reduction in GNPC's carried interest forms part of a wider package of proposed changes to Ghana's petroleum terms.
The proposed agreements would extend licence terms from 25 to 30 years, allow petroleum companies to carry tax losses forward for 10 years instead of five, and make signature bonuses payable when a discovery is declared commercial.
Royalties would also vary according to water depth.
Finance Ministry adviser Theophilus Acheampong has estimated that the combined changes could reduce the state's share of project value from about 65%-67% to approximately 55%.
The longer tax-loss period would also delay the point at which Ghana's 35% petroleum income tax begins generating revenue from a project.

Parliament must approve the changes

The proposed terms are not yet law.
Ghana's Petroleum (Exploration and Production) Act, 2016 (Act 919), sets GNPC's carried interest at at least 15% and limits petroleum agreements to 25 years. Changes to those provisions will therefore require parliamentary approval.
Jinapor has said the government intends to take the package through Cabinet and secure parliamentary approval before the end of 2026.
The final petroleum agreement will be critical because the MoU does not establish the detailed investment obligations that will determine whether Ghana receives sufficient new exploration and development spending in exchange for the lower state participation.
The minimum work programme, firm drilling commitments and treatment of Ghana's additional oil entitlement will be among the key terms to watch.
Act 919 already provides for an additional oil entitlement when project returns exceed a specified threshold. Whether that mechanism remains unchanged through the negotiations will affect the overall value Ghana ultimately receives from the project.

GNPC faces separate revenue dispute

The proposed changes also come as GNPC Explorco faces a separate dispute with PIAC over US$561.6 million in proceeds from its liftings between 2022 and 2024.
PIAC considers the proceeds to be state revenue that should have been transferred through the Petroleum Holding Fund.
GNPC has argued that the money represents commercial income earned by its subsidiary and disputes PIAC's interpretation of the applicable legal framework.
The dispute remains unresolved.