Stamper amends consideration amounts of BISP deal

Mr. Bryson Goodwin reports STAMPER ANNOUNCES AMENDMENT TO ACQUISITION OF BISP EXPLORATION INC. AND ANNOUNCES "SIDECAR" BROKERED PRIVATE PLACEMENT OF UNITS FOR REGISTERED ACCOUNTS Further to Stamper Oil & Gas Corp.'s press release dated May 14, 2025, announcing the signing of an agreement to acquire all of the issued and outstanding common shares of BISP Exploration Inc., BISP has entered into an amending agreement dated July 23, 2025, with the parties to the share purchase agreement dated Dec. 23, 2024, as amended on March 19, 2025. Pursuant to the share purchase agreement, BISP has agreed to acquire an indirect interest in five Namibian oil and gas blocks through the acquisition of Rock Oil. Pursuant to the amending agreement, the parties thereto have updated the consideration amounts to be paid by BISP in consideration for the acquisition of the Namibian blocks, amongst other items, as follows: (i) a cash deposit payment of $800,000 (U.S.) payable within seven days of the effective date of the share purchase agreement (paid already); (ii) a cash payment of $5-million (U.S.) on closing of the share purchase agreement; (iii) the issuance of five million common shares in the capital of the company on the share purchase closing; (iv) a cash payment of $1.25-million (U.S.), payable 12 months from the share purchase closing; and (v) the issuance of a further 8,561,644 common shares of the company 12 months from the date of the share purchase closing. The parties also agreed to amend the long stop date, which is the date the share purchase closing must take place by, to Aug. 15, 2025. As a result of the amending agreement, Stamper and BISP have agreed to amend the acquisition agreement to reduce the minimum financing required under the acquisition agreement to $13-million from the $16-million originally required in the acquisition agreement. Stamper also announces that, further to its press release dated June 5, 2025, announcing the brokered private placement of subscription receipts of BISP Exploration Inc., the company will undertake a best effort brokered sidecar private placement of up to five million units of the company at a price of 20 cents per unit to raise gross proceeds of up to $1-million. Each unit will consist of one common share in the capital of Stamper and one-half of one common share purchase warrant of Stamper. Each Stamper warrant will be exercisable to purchase one additional Stamper share at an exercise price of 35 cents for a period of 36 months from the closing date of the sidecar private placement. The BISP private placement is being conducted pursuant to the terms of the acquisition agreement between the company and BISP, which is expected to close during the week of Aug. 11, 2025. The sidecar private placement is being conducted concurrently with the BISP private placement but will close concurrent with the closing of the transaction. The sidecar private placement was added to make the financing of the transaction available to registered accounts in Canada. As a result of the above-noted amendment, the BISP private placement will consist of not fewer than 65 million subscription receipts at a price of 20 cents per subscription receipt for gross proceeds not less than $13-million. Stamper has engaged Ventum Financial Corp. to act as lead agent and sole bookrunner in connection with the sidecar private placement. Stamper has agreed to pay to the agents a cash commission up to 7.0 per cent of the gross proceeds raised under the sidecar private placement and issue broker warrants to the agents exercisable to acquire that number of Stamper units up to 7.0 per cent of the number of units sold under the sidecar private placement, which cash commissions and broker warrants may be reduced with respect to any subscriptions from subscribers on the president's list provided by Stamper. Such broker warrants shall be exercisable at a price of 20 cents per unit for a period of 36 months from the closing date. The net proceeds from the sidecar private placement and the BISP private placement will be used by the company after completion of the transaction to finance the cash portion of the transaction, to finance the resulting issuer operations, to meet the working capital requirements of the resulting issuer and for general working capital purposes. The securities underlying the units will be subject to resale restrictions under applicable securities legislation and 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 closing date. BISP also intends to settle an aggregate of approximately $1.7-million in debt (principal plus interest) owed to certain creditors through the issuance of units of BISP at the price of 20 cents per BISP unit. Each BISP unit will consist of one common share in the capital of BISP and one-half of one common share purchase warrant of BISP. Each BISP warrant will be exercisable to purchase one additional BISP share at an exercise price of 35 cents for a period of 36 months from the date of issuance. The agents will receive a 2.0-per-cent cash commission and 2.0 per cent in broker warrants on the debt settlement amounts. All securities issued in connection with the debt settlement will be subject to resale restrictions under applicable securities legislation and will not be transferable under the laws of Canada, except pursuant to applicable statutory exemptions, until the date that is the later of four months and one day after: (i) the date of issuance; and (ii) the date BISP becomes a reporting issuer in any province or territory of Canada. 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. 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.