STAMPER ANNOUNCES CLOSING OF BISP EXPLORATION INC. ACQUISITION
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VANCOUVER, BC, Sept. 10, 2025 /CNW/ - Stamper Oil & Gas Corp. ("Stamper" or the "Company") (TSXV: STMP) is pleased to announce that, further to its news releases of May 14, 2025, August 5, 2025, and September 3, 2025, it has completed its previously announced acquisition (the "Transaction") of all issued and outstanding common shares of BISP Exploration Inc. ("BISP") pursuant to an acquisition agreement dated May 12, 2025 and as amended on July 4, and August 18, 2025 (the "Definitive Agreement"). BISP is a British Columbia corporation which 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 Venture Exchange on or about September 15, 2025 under the symbol "STMP", subject to final approval of the Transaction by the TSX Venture Exchange. 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 (each, a "BISP Share"), 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 September 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 (each a "Company Share") 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 ("BISP Warrants") and 4,389,726 non-transferrable 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 $0.35 cents for a period of 36 months from the closing date of the Transaction ("Closing") and the Broker Warrants are now exercisable to acquire one Company Share at an exercise price of $0.20 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, August 18, 2025, and August 28, 2025, amongst BISP and certain arms' length vendors (the "Vendors") whereby BISP acquired an indirect interest in certain Namibian oil and gas assets (the "BISP Share Purchase Agreement"). Pursuant to the BISP Share Purchase Agreement, BISP acquired an indirect interest in five Namibian oil blocks under four petroleum exploration licenses (the "Namibian Blocks") in consideration for the prior payment of a US $800,000 deposit, aggregate additional cash payments of US $5,000,000 on Closing, and the issuance of 5,000,000 Company Shares on Closing. Additionally, on the 12 month anniversary of Closing, Stamper must pay the Vendors a cash payment of US $1,250,000 and issue the Vendors an additional 8,561,644 Company Shares. The acquired interests in the Namibian Blocks are as follows:
- BISP acquired 100% of the issued and outstanding shares of Rock Oil and Gas Pty ("Rock Oil"). Concurrently with Closing, Rock Oil acquired a 47% interest in WestOil Limited, a company incorporated under the Laws of the Republic of Seychelles ("WestOil"). WestOil holds a 70% working interest in PEL107 over Namibian oil block 2712A;
- Rock Oil holds a 5% carried interest in offshore Namibian oil blocks known as PEL 98 over Namibian oil block 2213 and a 5% working interest in PEL 106 over Namibian oil blocks 2111A and 2011B (although such interest is treated as carried in practice); and
- Rock Oil holds a 20% carried interest in Namibia exploration license 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 Lüderitz 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 Lüderitz basin, north of the Kudu Gas Field, where drilling is expected to commence in November 2025. The below map outlines the approximate locations of the Namibian Blocks:
Conversion of Subscription Receipts
As previously disclosed in the Company's September 3, 2025 news release, BISP closed a brokered private placement of subscription receipts (the "Subscription Receipts") for aggregate gross proceeds of $11,521,998.60 on September 3, 2025 (the "Offering"). In connection with the closing of the Offering, BISP issued 57,609,993 Subscription Receipts (the "Subscription Receipts") at a price of $0.20 per Subscription Receipt. In addition, cash commissions of $792,445 were paid and a total of 4,389,726 non-transferrable broker warrants (the "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 Limited, Raymond James Ltd., Scotia Capital Inc., Stephen Avenue Securities Inc., LOTW Investment CC, and PowerOne Capital Markets Limited.
The Offering was completed pursuant to an agency agreement entered into among the Company, BISP, and Ventum Financial Corp.
In connection with Closing, the escrow release conditions (the "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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or to any "U.S. Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")) of any equity or other securities of the Company. The securities described herein have not been, and will not be, registered under the U.S. Securities Act or under any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the U.S. Securities Act and applicable securities laws or an applicable exemption therefrom. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws.
Chief Executive Officer
Following closing of the Transaction, the Company's former CEO, 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. Grayson was most recently with ReconAfrica (TSXV: RECO), whose principal operations were onshore Namibia. Prior to ReconAfrica, Grayson worked in South America for Frontera Energy (TSX: FEC) and GeoPark Limited (NYSE: GPRK). Grayson also spent five years at Canadian Natural Resources Limited (TSX/NYSE: CNQ).
Mr. Andersen is a CPA-Chartered Accountant having started his career in the assurance practice of KPMG in Calgary, Alberta, Canada and graduated from Memorial University of Newfoundland with a Bachelor of Commerce degree.
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 $0.20 per Company Share (the "Finder's Shares") to an arm's-length finder, Commodity Partners Inc. The Finder's Shares are subject to a statutory hold period of four months plus a day from the date of issuance.
About Stamper Oil & Gas
Stamper Oil & Gas Corp. (TSXV: STMP) is an oil and gas exploration company with ownership interests in five Namibian oil and gas exploration blocks covering four petroleum exploration licences (PEL's). The Company is committed to creating sustainable shareholder value by evaluating and developing future prospects into commercially viable assets.
ON BEHALF OF THE BOARD OF DIRECTORS
"Grayson M. Andersen"
Grayson M. Andersen
Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Forward looking statements in this news release include the business and operations of the Resulting issuer and anticipated use of proceeds of the Offering. Factors that could cause the actual results to differ materially from those in forward-looking statements include the receipt of regulatory approvals, market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
SOURCE Stamper Oil & Gas Corp.
For further information, please contact: email: [email protected], website: www.stampernamibia.com
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