Stamper target BISP closes $11.52M private placement

Mr. Bryson Goodwin reports STAMPER ANNOUNCES CLOSING OF BROKERED PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS OF BISP EXPLORATION INC. Stamper Oil & Gas Corp.'s acquisition target BISP Exploration Inc. has closed the previously announced brokered private placement of subscription receipts. Ventum Financial Corp. acted as agent in connection with the financing. The financing was undertaken in connection with the proposed acquisition by Stamper of all of the issued and outstanding securities of BISP, previously announced on May 14, 2025. Under the financing, BISP issued 57,609,993 subscription receipts at a price of 20 cents per subscription receipt for gross proceeds of approximately $11,521,998.60. Pursuant to a subscription receipt agreement dated Sept. 3, 2025, among BISP, the agent and Endeavor Trust Corp., upon satisfaction of the escrow release conditions, each subscription receipt will entitle the holder thereof, without payment of any additional consideration and without further action on the part of the holder thereof, to one unit of BISP, with each BISP unit consisting of one common share in the capital of BISP and one-half of one common share purchase warrant of BISP. The BISP shares and the BISP warrants will then be exchanged for common shares of Stamper and common share purchase warrants of Stamper, respectively, on a one-for-one basis upon and subject to the closing of the transaction. Each whole resulting issuer warrant will be exercisable to purchase one resulting issuer share at an exercise price of 35 cents for a period of 36 months from the closing date of the transaction. The net proceeds of the financing will be held in escrow by the subscription receipt agent until satisfaction of the escrow release conditions. If the escrow release conditions are not satisfied or waived by March 3, 2026, the subscription receipts will be cancelled, and the escrowed funds, together with any interest earned thereon, will be returned by the subscription receipt agent to subscribers on a pro rata basis. BISP has paid to the agent a cash commission of approximately $792,445 and issued the agent 3,962,226 broker warrants, with each broker warrant exercisable to acquire one BISP share at the offering price for a period of 36 months from the closing date of the transaction. BISP also issued an additional 427,500 broker warrants to certain finders not affiliated with the agent in connection with subscription receipts issued directly by BISP outside of but concurrent with and on the same terms as the financing. Provided the escrow release conditions are satisfied, pursuant to the transaction, each broker warrant will be exchanged for one broker warrant of the resulting issuer, each of which shall entitle the holder thereof to subscribe for one resulting issuer share on the same terms as the resulting issuer warrants. Lastly, BISP has also reimbursed the agent for its expenses and fees incurred with respect to the financing. As previously announced on Aug. 5, 2025, BISP also issued 8,257,555 BISP units at the offering price to certain creditors of BISP pursuant to the settlement of $1,651,511 owed by BISP to the creditors. Because the size of the financing meets the minimum requirements necessary to carry out the transaction, it was not necessary for Stamper to proceed with the sidecar private placement that was also previously announced on Aug. 5, 2025. The share purchase agreement (as defined in the Aug. 5, 2025, press release) has also been amended to extend the outside date for the closing of the share purchase described therein to allow enough time for the transaction to close. The subscription receipts and the debt units are subject to resale restrictions under applicable securities legislation. The subscription receipts and the debt units will not be transferable under the laws of Canada, except pursuant to applicable statutory exemptions, until the date that is four months and a day after the date BISP becomes a reporting issuer in any province or territory of Canada. The resulting issuer shares and the resulting issuer warrants issuable upon the exchange of the BISP shares and the BISP warrants that are issued upon conversion of the subscription receipts, including BISP shares and BISP warrants that comprise the debt units, will be freely tradable for Canadian holders pursuant to applicable Canadian securities laws. The net proceeds of the financing will primarily be used to finance the cash portion of the transaction, finance exploration operations and meet the working capital requirements of the resulting issuer, and for general corporate purposes. About Stamper Oil & Gas Corp. Stamper is an energy-commodity-focused resource company, seeking to acquire interests in mineral and/or oil and gas resource properties focused on energy creation, storage or delivery. The company is committed to creating sustainable shareholder value by evaluating and developing future prospects into commercially viable assets. We seek Safe Harbor.