Stamper Oil closes BISP Exploration acquisition

Mr. Grayson Andersen reports STAMPER ANNOUNCES CLOSING OF BISP EXPLORATION INC. ACQUISITION Further to its news releases of May 14, 2025, Aug. 5, 2025, and Sept. 3, 2025, Stamper Oil & Gas Corp. has completed its previously announced acquisition of all issued and outstanding common shares of BISP Exploration Inc. pursuant to an acquisition agreement dated May 12, 2025, and as amended on July 4, and Aug. 18, 2025. BISP is a British Columbia corporation that holds interests in certain offshore oil and gas blocks located in the Republic of Namibia (as further described below). The transaction constituted a reviewable (fundamental) acquisition, as defined by Policy 5.4 of the TSX Venture Exchange. The transaction is an arm's-length transaction. The company expects to resume trading on the TSX-V on or about Sept. 15, 2025, under the symbol STMP, subject to final approval of the transaction by the TSX-V. Trading will resume on an ex distribution and post-3.8:1-split basis. Transaction terms In accordance with the terms and conditions of the definitive agreement, the transaction was completed by way of a three-cornered amalgamation, whereby, among other things: (i) a wholly owned subsidiary of the company amalgamated with BISP to form an amalgamated company (Amalco); (ii) holders of common shares in the capital of BISP, including 57,609,993 BISP shares issued on conversion of the subscription receipts (as defined herein), the 8,257,555 BISP shares issued as part of units of BISP on Sept. 3, 2025, and the 100 BISP shares held by the founding shareholder of BISP each received one common share in the capital of the company for each BISP share held and the BISP shares were cancelled; (iii); holders of the 32,933,772 issued and outstanding share purchase warrants to acquire BISP shares and 4,389,726 non-transferable broker warrants (as defined herein) were issued warrants to purchase company shares in exchange and replacement for, and on an equivalent basis, such BISP warrants which will thereby be cancelled; and (iv) Amalco became a wholly owned subsidiary of the company. The BISP warrants exchanged in connection with the amalgamation are now exercisable to acquire one company share at an exercise price of 35 cents for a period of 36 months from the closing date of the transaction and the broker warrants are now exercisable to acquire one company share at an exercise price of 20 cents per BISP share, for a period of 36 months from closing. In connection with the transaction, Stamper assumed and performed BISP's contractual obligations under a share purchase agreement, as amended on March 19, 2025, July 14, 2025, July 23, 2025, Aug. 18, 2025, and Aug. 28, 2025, amongst BISP and certain arm's-length vendors, whereby BISP acquired an indirect interest in certain Namibian oil and gas assets. Pursuant to the BISP share purchase agreement, BISP acquired an indirect interest in five Namibian oil blocks under four petroleum exploration licences in consideration for the prior payment of an $800,000 (U.S.) deposit, aggregate additional cash payments of $5-million (U.S.) on closing and the issuance of five million company shares on closing. Additionally, on the 12-month anniversary of closing, Stamper must pay the vendors a cash payment of $1.25-million (U.S.) and issue the vendors an additional 8,561,644 company shares. The acquired interests in the Namibian blocks are as follows: BISP acquired 100 per cent of the issued and outstanding shares of Rock Oil and Gas Pty. Concurrently with closing, Rock Oil acquired a 47-per-cent interest in WestOil Ltd., a company incorporated under the laws of the Republic of Seychelles. WestOil holds a 70-per-cent working interest in PEL 107 over Namibian oil block 2712A. Rock Oil holds a 5-per-cent carried interest in offshore Namibian oil blocks known as PEL 98 over Namibian oil block 2213 and a 5-per-cent working interest in PEL 106 over Namibian oil blocks 2111A and 2011B (although such interest is treated as carried in practice). Rock Oil holds a 20-per-cent carried interest in Namibia exploration licence PEL 102 over Namibian oil block 2614B. The consideration payable for the Namibian blocks was determined by arm's-length negotiation between BISP and the vendors. The vendors are arm's length from Stamper, BISP, and the directors and officers of Stamper and BISP. The five Namibian blocks are located in three of the four major basins offshore Namibia, including the prolific Orange basin, the emerging Walvis basin and in the Luderitz basin. Block 2712A in the Orange basin is located northwest of prolific oil and gas discoveries made by Rhino Resources, Galp Energia and TotalEnergies. Blocks 2213, 2011B and 2111A are located in the emerging Walvis basin, where Chevron is planning to drill a well in 2026 or 2027. Additionally, the company has Block 2614B located in the southern portion of the Luderitz basin, north of the Kudu gas field, where drilling is expected to commence in November, 2025. Conversion of subscription receipts As previously disclosed in the company's Sept. 3, 2025, news release, BISP closed a brokered private placement of subscription receipts for aggregate gross proceeds of $11,521,998.60 on Sept. 3, 2025. In connection with the closing of the offering, BISP issued 57,609,993 subscription receipts at a price of 20 cents per subscription receipt. In addition, cash commissions of $792,445 were paid and a total of 4,389,726 non-transferable broker warrants were issued in connection with the offering, exercisable on the same terms as the BISP warrants issued on conversion of the subscription receipts. The broker warrants were issued to Ventum Financial Corp., Canaccord Genuity Corp., Haywood Securities Inc., Leede Financial Inc., Research Capital Corp., Acumen Capital Finance Partners Ltd., Raymond James Ltd., Scotia Capital Inc., Stephen Avenue Securities Inc., LOTW Investment CC and PowerOne Capital Markets Ltd. The offering was completed pursuant to an agency agreement entered into among the company, BISP and Ventum Financial. In connection with closing, the escrow release conditions were satisfied, and, as a result, each subscription receipt issued under the offering was automatically exchanged into one BISP share and one-half of one BISP share purchase warrant without further payment or action on the part of the holder immediately prior to the closing of the transaction. Chief executive officer Following closing of the transaction, the company's former chief executive officer, Bryson Goodwin, resigned and Grayson Andersen, CEO of BISP, was appointed as the company's CEO. Mr. Andersen has over 25 years of global oil and gas and capital markets experience, having worked in Canada, the United Kingdom, South America and Africa. Mr. Andersen was most recently with ReconAfrica, whose principal operations were onshore Namibia. Prior to ReconAfrica, Mr. Andersen worked in South America for Frontera Energy and GeoPark Ltd. Mr. Andersen also spent five years at Canadian Natural Resources Ltd. Mr. Andersen is a CPA chartered accountant, having started his career in the assurance practice of KPMG in Calgary, Alta., Canada, and graduated from Memorial University of Newfoundland with a bachelor of commerce. Finder's fee In connection with the transaction, the company paid a finder's fee of 680,112 company shares at a deemed price of 20 cents per company share to an arm's-length finder, Commodity Partners Inc. The finder shares are subject to a statutory hold period of four months plus one day from the date of issuance. About Stamper Oil & Gas Corp. Stamper Oil & Gas is an oil and gas exploration company with ownership interests in five Namibian oil and gas exploration blocks covering four petroleum exploration licences (PELs). The company is committed to creating sustainable shareholder value by evaluating and developing future prospects into commercially viable assets. We seek Safe Harbor.