The project - west of Shetland - is the second-largest undeveloped discovery in the UK's North Sea.
Ithaca said the two companies had agreed on several possible outcomes.
If a buyer wants to purchase more than Shell's 30% stake then Ithaca will sell up to 19.99% of its holding in the project, it said.Shell's senior vice president of UK Upstream, Simon Roddy, said: "Following an internal review, we have decided to sell our 30% working interest in Cambo and have agreed a process with Ithaca Energy for the sale of Shell's stake in the field this year.
Ithaca chief executive Alan Bruce said: "Our agreement with Shell represents a meaningful step towards the development of Cambo, the second-largest undeveloped field in the UK continental shelf and a key asset in helping maintain the UK's future energy security."
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