Stamper target BISP closes $11.52M private placement

Executive Summary

• BISP Exploration Inc., the acquisition target of Stamper Oil & Gas Corp., has closed a brokered private placement of subscription receipts, raising approximately $11.5 million in gross proceeds.
• The financing is a critical component of the proposed acquisition of BISP by Stamper, previously announced on May 14, 2025. The net proceeds are held in escrow and will be used to finance the cash portion of the transaction, exploration operations, and working capital.
• Concurrently, BISP settled $1.65 million in debt by issuing units to creditors, which allowed Stamper to cancel a previously announced sidecar private placement. The share purchase agreement has been amended to extend the closing date to March 3, 2026.

Key Details

• Financing Structure: Brokered private placement of subscription receipts.
• Gross Proceeds: Approximately $11,521,998.60.
• Units Issued: 57,609,993 subscription receipts at a price of $0.20 per receipt.
• Agent: Ventum Financial Corp.
• Warrant Terms (Subscription Receipts): Each subscription receipt converts into one BISP unit (one common share + 0.5 common share purchase warrant). Upon the Stamper-BISP merger, these exchange for Stamper shares and warrants on a one-for-one basis.
• Resulting Warrant Terms: Each whole resulting issuer warrant is exercisable to purchase one resulting issuer share at an exercise price of $0.35 for a period of 36 months from the closing date.
• Escrow Conditions: Net proceeds held in escrow by the subscription receipt agent. If escrow release conditions are not satisfied or waived by March 3, 2026, funds (plus interest) are returned to subscribers pro rata.
• Agent Compensation:
  • Cash commission: Approximately $792,445.
  • Broker warrants: 3,962,226 warrants issued to the agent, exercisable to acquire one BISP share at the offering price ($0.20) for 36 months.
  • Finder warrants: 427,500 additional broker warrants issued to non-affiliated finders.
  • Reimbursement: BISP reimbursed the agent for expenses and fees.
• Debt Settlement: On August 5, 2025, BISP issued 8,257,555 units to creditors to settle $1,651,511 in debt.
• Sidecar Cancellation: The sidecar private placement announced on August 5, 2025, was not necessary due to the size of this financing and has been cancelled.
• Transaction Timeline: The share purchase agreement has been amended to extend the outside date for the closing of the Stamper-BISP transaction to allow sufficient time for closing.
• Use of Proceeds: Finance the cash portion of the transaction, finance exploration operations, meet working capital requirements of the resulting issuer, and general corporate purposes.
• Resale Restrictions: Subscription receipts and debt units are subject to a 4-month-and-1-day hold period after BISP becomes a reporting issuer in Canada. Resulting issuer shares and warrants will be freely tradable for Canadian holders.

Notable Quotes

• None provided in the text.