Stamper Oil closes BISP Exploration acquisition

Executive Summary

• Stamper Oil & Gas Corp. has completed the acquisition of all issued and outstanding common shares of BISP Exploration Inc. via a three-cornered amalgamation, making BISP a wholly owned subsidiary.
• The transaction grants Stamper indirect interests in five offshore oil and gas exploration blocks in Namibia (Orange, Walvis, and Luderitz basins), with significant future drilling activity expected in late 2025 and 2026.
• As part of the closing, BISP’s former CEO Bryson Goodwin resigned and was replaced by Grayson Andersen, the former CEO of BISP.

Key Details

• Transaction Structure: Completed via a three-cornered amalgamation where a Stamper subsidiary amalgamated with BISP.
• Share Exchange Ratio: Each BISP common share was exchanged for one Stamper common share.
• Warrant Exchange:
  • BISP share purchase warrants (32,933,772) and non-transferable broker warrants (4,389,726) were exchanged for Stamper warrants on an equivalent basis.
  • New Stamper warrants are exercisable at $0.35/share for 36 months.
  • Broker warrants are exercisable at $0.20/share for 36 months.
• Asset Acquisition (Namibia Blocks):
  • Stamper assumed BISP’s obligations to acquire indirect interests in five Namibian oil blocks.
  • Consideration for Assets:
    • $800,000 USD prior deposit.
    • $5,000,000 USD cash on closing.
    • 5,000,000 Stamper shares issued on closing.
    • Future Obligations: On the 12-month anniversary, Stamper must pay $1,250,000 USD and issue 8,561,644 additional Stamper shares.
  • Specific Interests Acquired:
    • Block 2712A (Orange Basin): 70% working interest via WestOil Ltd. (acquired through Rock Oil’s 100% ownership, which holds a 47% interest in WestOil).
    • Block 2213 (Walvis Basin): 5% carried interest.
    • Blocks 2111A & 2011B (Walvis Basin): 5% working interest (treated as carried).
    • Block 2614B (Luderitz Basin): 20% carried interest.
• Financing Context: The acquisition followed BISP’s brokered private placement on Sept 3, 2025, raising $11,521,998.60 USD via 57,609,993 subscription receipts (20 cents each). These receipts converted automatically into BISP shares and warrants prior to the amalgamation.
• Finder’s Fee: Stamper paid Commodity Partners Inc. a finder’s fee of 680,112 Stamper shares (deemed price $0.20/share), subject to a 4-month + 1 day hold period.
• Management Change: Bryson Goodwin (former CEO) resigned; Grayson Andersen (former BISP CEO) appointed as CEO.
• Trading Resumption: Trading on TSX-V to resume on or about Sept. 15, 2025, under symbol STMP, on an ex-distribution and post-3.8:1-split basis.

Notable Quotes

• None explicitly quoted in the text, though the CEO's background is detailed.