Power Struggle Hits Ogoni Royal Resources, As Chairman, MD Demand Resolution Withdrawal

By Ken Asinobi

…Resolution Is Illegal, Violates Provisions Of CAMA 2020 – Lawyer

A fierce power struggle has erupted at the Ogoni Royal Resources and Energy Limited (OGRREL), highlighting deep divisions at the company’s highest level of management.

The already tense corporate atmosphere intensified after the company’s Chairman and Managing Director, represented by legal counsel, Stephen Legborsi Esq. of RESTA Solicitors outrightly rejected a resolution allegedly passed on July 27, 2025, which purported to remove them from their positions.

In a letter dated August 11, 2025, addressed to Dr. Terry Mission Bagia Esq., Mr. Collins Lebeteh Kenneth, and HRM King Dr. Suanu Timothy Yormaadam Baridam — directors who appear to be behind the contested resolution — the law firm, acting for the validly appointed Chairman and Managing Director, demanded the immediate withdrawal of the resolution.

The letter claims the resolution is illegal and violates the provisions of the Companies and Allied Matters Act (CAMA) 2020, as well as the company’s own Memorandum and Articles of Association.

Among the key points in the letter is the allegation that no proper notice was given for the supposed board meeting that sanctioned the resolution.

According to RESTA Solicitors, repeated directives since January 2025 to the company secretary to send notices for board meetings were ignored, including the notice for the contested meeting.

 This procedural failure, they argue, renders the July 27 decision null and void.

The legal letter further reveals that the three directors named as proponents of the resolution have been absent from board meetings since January 2025 without apology or explanation.

The solicitors describe any meeting convened without the Chairman’s approval as a usurpation of authority and a breach of due process.

They also assert that their clients were denied a fair hearing, violating the principles of natural justice.

The dispute stretches beyond governance process and delves into allegations of financial mismanagement and transparency, which the letter by the lawyers categorically denies, labeling these claims as false, malicious, and defamatory.

It clarifies that the company has not conducted any business to generate income and only received donations from a partner company, Geoplex Drillteq Group, to fund preliminary Ogoni Stakeholders consultations.

The letter states that the handling and allocation of these funds were collectively decided upon by all involved parties and that relevant tax certificates and expenditure receipts are available to substantiate this.

Furthermore, RESTA Solicitors accuse Dr. Terry Mission Bagia of neglecting his duties by failing to pay his share subscriptions and allegedly compromising company interests during crucial contractual negotiations.

Specifically, the letter asserts that Dr. Bagia’s actions allowed the partner company to express exclusive interest in OML 11, an important oil mining lease, to the detriment of OGRREL and the Ogoni people — the community the company represents.

The letter also highlights internal divisions over shareholding percentages, noting that the combined shares of the three directors behind the resolution amount to 39.6%, while other directors collectively hold 45.4%.

It challenges the claim by the three directors that they represent the majority shareholders and questions their legitimacy to initiate removal actions, especially considering alleged unpaid share subscriptions.

In closing, the solicitors demand within 48 hours a public withdrawal of the July 27 resolution through notices published in national newspapers and on social media, a written apology for defamatory statements made against their clients, and an immediate halt to all unauthorized attempts to remove the Chairman and Managing Director.

Failure to comply, the letter warns, will trigger legal proceedings including injunctions, claims for damages, declaratory relief affirming their clients’ positions, and costs.

Copies of the legal letter were sent to Nigeria’s Corporate Affairs Commission, Geoplex’s Executive Chairman, and the Managing Director of NNPC Exploration & Production Limited, suggesting the dispute may have wider industry implications.

This unfolding conflict at OGRREL underscores the challenges faced by indigenous-focused energy companies in Nigeria, particularly in balancing governance with competing stakeholder interests.

The company’s future stability hinges on resolving these internal disputes and restoring transparent, lawful leadership.