Stamper amends consideration amounts of BISP deal

Executive Summary

• Stamper Oil & Gas Corp. announced an amendment to its acquisition agreement for BISP Exploration Inc., updating the consideration for BISP's acquisition of Namibian oil and gas blocks and extending the long-stop closing date to August 15, 2025.
• Concurrently, Stamper announced a brokered private placement of up to 5 million units for registered accounts in Canada to facilitate the transaction financing, alongside a reduction in the minimum financing requirement for the BISP acquisition from $16 million to $13 million.
• The transaction involves significant share issuances and cash payments, with net proceeds designated for the cash portion of the acquisition, operational funding, and working capital.

Key Details

• Acquisition Amendment (BISP/Namibian Blocks):
  • Target: BISP Exploration Inc. acquiring an indirect interest in five Namibian oil and gas blocks via the acquisition of Rock Oil.
  • Consideration Updates:
    • Cash deposit of $800,000 USD (already paid).
    • Cash payment of $5,000,000 USD payable on closing.
    • Issuance of 5,000,000 common shares of Stamper on closing.
    • Cash payment of $1,250,000 USD payable 12 months from closing.
    • Issuance of 8,561,644 common shares of Stamper 12 months from closing.
  • Long-Stop Date: Extended to August 15, 2025.
  • Financing Requirement: Reduced from $16 million to $13 million.
• Stamper Sidecar Private Placement:
  • Structure: Up to 5,000,000 units.
  • Price: $0.20 per unit.
  • Gross Proceeds: Up to $1,000,000.
  • Unit Composition: One common share + one-half of one common share purchase warrant.
  • Warrant Terms: Exercisable to purchase one additional share at $0.35/share for 36 months.
  • Agent Compensation: Ventum Financial Corp. as lead agent/sole bookrunner; cash commission up to 7.0% of gross proceeds; broker warrants up to 7.0% of units sold (exercisable at $0.20/unit for 36 months).
  • Resale Restriction: 4 months and 1 day after closing.
• BISP Private Placement (Concurrent):
  • Volume: Not fewer than 65,000,000 subscription receipts.
  • Price: $0.20 per subscription receipt.
  • Gross Proceeds: Not less than $13,000,000.
• Debt Settlement by BISP:
  • Amount: Approximately $1,700,000 (principal plus interest) owed to creditors.
  • Settlement Method: Issuance of BISP units at $0.20 per unit.
  • Unit Composition: One common share + one-half of one common share purchase warrant.
  • Warrant Terms: Exercisable to purchase one additional share at $0.35/share for 36 months.
  • Agent Compensation: 2.0% cash commission and 2.0% in broker warrants on debt settlement amounts.
  • Resale Restriction: Later of 4 months and 1 day after issuance or date BISP becomes a reporting issuer.
• Use of Proceeds:
  • Finance cash portion of the transaction.
  • Finance resulting issuer operations.
  • Meet working capital requirements.
  • General working capital purposes.
• Post-Closing Strategy: Stamper intends to expedite farmout activities, extend license periods, and update license agreements for the Namibian blocks.

Notable Quotes

• None explicitly quoted in the text; however, the strategic intent is noted: "Following the closing of the transaction, Stamper will work with its partners in those blocks to expedite farmout activities, extend licence periods, and update licence agreements or undertake amendments where required for the company to execute on its business plans."