… under MoU terms if investors fail to meet obligations, we’ll retrieve the land, redeploys it for other uses” – Dr. Ajulo,  AG& Commissioner for Justice

Oredola Adeola

The Ondo State Government has disclosed the equity structure for the proposed $50 billion refinery and industrial complex, a 500,000-barrels-per-day scalable project to be sited within the Sunshine Industrial Park, in Ilaje Local Government Area.

Under the arrangement, the state contributes about 1,300 hectares of land for the refinery and the Sunshine Free Trade Zone at no financial cost, while retaining 20% equity in the Sunshine Infrastructure Joint Venture Company.

Dr. Olukayode Ajulo, the Attorney General and Commissioner for Justice, issued the clarification following criticisms that trailed the announcement of the Sunshine Infrastructure Joint Venture, stressing that the equity structure has been misrepresented by some commentators.

According to him, 5% of the state’s 20% equity is reserved for host communities in Ilaje Local Government Area, ensuring direct community participation in the project.

Backbone Infrastructure Nigeria Ltd, the lead investor and funding partner, will hold 65% equity, while the Nigerian National Petroleum Company Limited (NNPC) retains the remaining 15% stake.

He further emphasised that Ondo State is not losing a kobo of its resources at this stage, adding that, the arrangement opens the door for investors to prove their capacity within an agreed timeframe.

He explained that the Sunshine Infrastructure Joint Venture is governed by a Memorandum of Understanding that clearly outlines milestones, performance conditions, timelines, and exit clauses which protect the State from any financial exposure or liability.

“With defined milestones, timelines, conditions, and thresholds, the State remains fully protected. If the investors fail to meet the obligations, the government simply retrieves the land and redeploys it for other uses.

“Nothing is lost. There is no exposure, no sacrifice of State funds, and no risk to the people,” he said.

According to him, the State’s interest remains fully protected through established transparency and control mechanisms, ensuring that only competent and trustworthy partners are engaged in the project.

“Ondo State Development and Investment Promotion Agency (ONDIPA) under competent and dedicated hands, actively facilitates, promotes, manages, and supports the investments.

“The agency subjected the JV consortium to its mandatory compliance and verification procedures.

“These included assessment of financial, technical and operational competence, evaluation of corporate structure, background and integrity checks, feasibility and environmental compliance reviews, and validation of the Special Purpose Vehicle framework,” Commissioner for Justice stated.

He also revealed that the MoU  terms are clear, lawful, and heavily safeguard Ondo State.

“No land has been sold, no asset has been mortgaged, no State fund has been committed, and every party’s responsibility is fully documented. This is how modern investment frameworks operate.” Dr. Ajulo explained.

The Attorney General dismissed the claim that the incorporation dates of the companies involved make the partnership suspicious in the establishment of the Sunshine Joint venture Infrastructure Limited, the platform by the partners, Backbone Infrastructure Limited, NEFEX Petro Line Limited and Cooldeall Limited, to work with the Ondo State Government, represented by ONDIPA.

He emphasised that the what matters, is the constitution, competence, capacity, resources, and reach of the people behind the entities. Even the world’s greatest companies began as newly registered entities.

Ajulo  emphasised that the arrangement being implemented in Ondo State is a Special Purpose Vehicle, a standard practice for major projects globally.

“SPVs are deliberately incorporated for specific, large-scale investments,” he said.

The AG stated that  no land has been sold, no assets mortgaged, no funds released, and no financial obligations imposed on the government.

He noted that a dedicated legal team led by a Senior Advocate of Nigeria and Senior State Counsel from his office under his overall supervision have already conducted thorough due diligence, engaged professionals, and designed multilayered safeguards to protect public interest.

Dr. Ajulo added that the project will rise on verifiable financial capacity, not on public drama or fabricated crises.

Advisors Reports gathered that the Backbone Infrastructure, MJ Care Investment Finance, China Harbour, and Honeywell OUP