Mr. Grayson Andersen reports

STAMPER PROVIDES DISCLOSURE UPDATE ON 2025 BISP ACQUISITION AND CLARIFIES REFILING OF SEPTEMBER 30, 2025, INTERIM FINANCIAL STATEMENTS

Stamper Oil & Gas Corp., as requested by the British Columbia Securities Commission, has provided a summary disclosure update relating to the 2025 BISP Exploration Inc. acquisition and clarifies the refiling of Sept. 30, 2025, interim financial statements.

BISP acquisition overview

Stamper provides the following summary disclosure relating to the restructuring transaction as such term is defined in National Instrument 51-102, Continuous Disclosure Obligations, completed through its acquisition of BISP. The foregoing provides a complete narrative of the BISP transaction, a chronological account of key events and milestones, and a comprehensive list of all related disclosure documents and their respective filing dates.

By way of background, Stamper entered into a definitive agreement dated May 12, 2025, to acquire all issued and outstanding common shares of BISP, a British Columbia corporation with an agreement to acquire certain offshore oil and gas blocks in Namibia. The transaction constituted a reviewable (fundamental) acquisition under Policy 5.4 of the TSX Venture Exchange and was completed on Sept. 10, 2025, pursuant to the definitive agreement, as amended on July 4, 2025, and Aug. 18, 2025. The transaction is an arm's-length transaction.

Chronological summary of key events

May 12, 2025 -- execution of definitive agreement; and May 14, 2025 -- public announcement

Stamper entered into the definitive agreement with BISP on May 12, 2025, to acquire all issued and outstanding common shares in the capital of BISP by way of a three-cornered amalgamation. The definitive agreement was announced by way of news release on May 14, 2025. In connection with the transaction, Stamper agreed to assume approximately $520,000 (U.S.) and $907,000 (Canadian) in outstanding BISP obligations, and to perform BISP's obligations under the share purchase agreement amongst BISP and certain arm's-length vendors, pursuant to which BISP was to acquire an indirect interest in five Namibian oil and gas blocks for aggregate cash payments of $8.3-million (U.S.) and the issuance of five million common shares in the capital of the company.

May 30, 2025 -- share split

The board approved a 3.8:1 share split. The record date was set for June 3, 2025, and the effective date for June 5, 2025. Following the share split, the company had approximately 42,847,764 postsplit company shares issued and outstanding.

June 5, 2025 -- brokered private placement announced

BISP announced a best efforts brokered private placement of up to 80 million subscription receipts at 20 cents per subscription receipt for gross proceeds of up to $16-million, with Ventum Financial Corp. acting as lead agent. Each subscription receipt was convertible into one BISP share and one-half of one BISP share purchase warrant, to be exchanged for equivalent securities of the company on closing of the transaction. Proceeds were to finance the cash consideration payable in connection with the transaction, exploration operations and working capital.

Aug. 5, 2025 -- amended agreement and sidecar placement

BISP entered into an amending agreement dated July 23, 2025, revising the Namibian block acquisition consideration: The initial cash payment was reduced from $7.5-million (U.S.) to $5.0-million (U.S.), with the remaining $2.5-million (U.S.) payable 12 months postclosing equally in cash and equity. The minimum financing required was reduced to $13-million from $16-million. The company also announced a sidecar private placement of up to five million units of the company at 20 cents per unit for gross proceeds of up to $1-million, and BISP announced its intention to settle approximately $1.7-million in debt through the issuance of units of BISP.

Sept. 3, 2025 -- closing of brokered private placement

BISP closed its brokered private placement, issuing 57,609,993 subscription receipts at 20 cents per subscription receipt for gross proceeds of approximately $11,521,998.60. A cash commission of approximately $792,445 was paid and 4,389,726 broker warrants were issued to the agent and certain finders. BISP also issued 8,257,555 units of BISP to settle $1,651,511 in creditor obligations. As the offering met the minimum threshold, the sidecar unit private placement as announced on Aug. 6, 2025, was not proceeded with.

Sept. 10, 2025 -- closing of the transaction

On Sept. 10, 2025, Stamper completed the acquisition of BISP pursuant to the definitive agreement, as amended. On closing: (i) a wholly owned subsidiary of Stamper created for the sole purpose of effecting the BISP transaction amalgamated with BISP to form an amalgamated entity, a wholly owned subsidiary of the company; (ii) holders of 65,867,648 BISP shares received one company share per BISP share; and (iii) holders of 32,933,772 BISP warrants and 4,389,726 BISP broker warrants were issued equivalent company warrants. BISP warrants are exercisable at 35 cents and broker warrants at 20 cents per company share, each for 36 months from closing.

In connection with closing, Stamper acquired an indirect interest in five Namibian oil blocks under four petroleum exploration licences (PELs), comprising:

• A 47-per-cent interest in WestOil Ltd., which holds a 70-per-cent working interest in PEL 107 (block 2712A, Orange basin), resulting in a 32.9-per-cent indirect working interest;
• A 5-per-cent carried interest in PEL 98 (block 2213B, Walvis basin) and a 5-per-cent carried interest in PEL 106 (blocks 2111A and 2011B, Walvis basin);
• A 67-per-cent interest in NASMAM Investments Pty. Ltd., which holds a 30-per-cent carried interest in PEL 102 (block 2614B, Luderitz basin), resulting in a 20-per-cent indirect carried interest.

Aggregate consideration for the Namibian blocks comprised a prior paid $800,000 (U.S.) deposit. The company paid $5-million (U.S.) cash on closing and issued five million company shares on closing, with a further $1.25-million (U.S.) cash payment and 8,561,644 company shares payable on the 12-month anniversary of closing.

Grayson M. Andersen was appointed chief executive officer of the company upon the resignation of Bryson Goodwin. The company paid a finder's fee of 680,112 company shares at a deemed price of 20 cents per share to Commodity Partners Inc. Trading resumed on Sept. 15, 2025, under the symbol STMP.

Disclosure documents

The following disclosure documents were filed by the company in connection with the transaction:

• News release dated May 14, 2025, announcing the entering into of the definitive agreement in respect of the BISP transaction (SEDAR+ filed on May 14, 2025);
• News release dated June 5, 2025, announcing the offering (SEDAR+ filed on June 6, 2025);
• News release dated Aug. 5, 2025, announcing amendments to the terms of the offering and the sidecar private placement (SEDAR+ filed on Aug. 6, 2025);
• News release dated Sept. 3, 2025, announcing closing of the offering (SEDAR+ filed on Sept. 3, 2025);
• News release dated Sept. 10, 2025, announcing closing of the BISP transaction (SEDAR+ filed on Sept. 10, 2025);
• Material change report dated May 28, 2025, in respect of the announcement of the BISP transaction (SEDAR+ filed on May 28, 2025);
• Material change report dated Sept. 10, 2025, in respect of the closing of the BISP transaction (SEDAR+ filed on Sept. 10, 2025);
• Material change report dated Sept. 3, 2025, in respect of the closing of the BISP concurrent offering (SEDAR+ filed on Sept. 12, 2025);
• Amended and restated material change report dated Sept. 10, 2026, in respect of the closing of the BISP transaction (SEDAR+ filed on Sept. 18, 2026);
• Amended notice of change in corporate structure dated Aug. 19, 2026, in respect of the closing of the BISP transaction (SEDAR+ filed on Aug. 19, 2026);
• The definitive agreement (SEDAR+ filed on May 28, 2025);
• Amending agreement to the definitive agreement dated July 4, 2025 (SEDAR+ filed on Feb. 25, 2026);
• Amending agreement to the definitive agreement dated Aug. 18, 2025 (SEDAR+ filed on Feb. 25, 2026);
• Warrant indenture dated Sept. 3, 2025, in respect of the offering (SEDAR+ filed on Sept. 12, 2025);
• Subscription receipt agreement dated Sept. 3, 2025, in respect of the offering (SEDAR+ filed on Sept. 12, 2025);
• Agency agreement dated Sept. 3, 2025, in respect of the offering (SEDAR+ filed on Sept. 12, 2025).

Refiling of Sept. 30, 2025, interim financial statements

In connection with the company adopting BISP's Dec. 31 year-end as filed in the amended notice of change in corporate structure dated Aug. 19, 2026, the condensed interim financial statements of Sept. 30, 2025, filed on Dec. 1, 2025, were refiled on May 4, 2026, and subsequently refiled on June 10, 2026, to reflect the updated accounting period and the deemed consideration share price used for accounting purposes in respect of the BISP transaction. The adoption of BISP's year-end was driven by the subsequent reclassification of the BISP transaction as a reverse takeover pursuant to National Instrument 51-102, Continuous Disclosure Obligations, which resulted in BISP being determined to be the accounting acquiror and continuing accounting entity, and had a Dec. 31 year-end, whereas Stamper had a June 30 year-end. Investors should not rely on the Dec. 1, 2025, condensed interim financial statements, or the May 4, 2026, condensed interim financial statements, and should only rely on the final amended and refiled financial statements of June 10, 2026. The Sept. 30, 2025, interim financial statements filed on June 10, 2026, do not contain any material revisions from those filed on May 4, 2026. The June 10, 2026, interim financial statements needed to be refiled due to an administrative error, being that there was a bullet prompt for the date approved by the company's board. The inclusion of this date was the only change made to the interim financial statements filed on June 10, 2026.

In determining the listing expense value of $7,562,865 was recognized relating to the reverse acquisition in the financial statements filed on Dec. 1, 2025, a share price of nine cents per share was used, representing the split adjusted share price at the time when the company's shares were halted as part of the reverse acquisition. In the refiled financial statements of May 4, 2026, and June 10, 2026, the listing expense value of $16,475,057 was recognized relating to the reverse acquisition in the financial statements, reflecting a share price of 20 cents per share, which was the price at which the financing related to the acquisition was undertaken and the opening share price of the company when the shares resumed trading.

About Stamper Oil & Gas Corp.

Stamper Oil is an offshore Namibia-focused oil and gas exploration company with ownership interests across five offshore exploration blocks covering four petroleum exploration licences (PELs), in the Orange, Walvis and Luderitz basins. The company's portfolio provides exposure to multiple high-impact oil and gas exploration opportunities in one of the world's most active exploration regions.

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