STAMPER ANNOUNCES CLOSING OF BROKERED PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS OF BISP EXPLORATION INC
Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
Vancouver, British Columbia, September 3, 2025 – Stamper Oil & Gas Corp. (“Stamper” or the “Company”) (TSX-V: STMP) is pleased to announce that BISP Exploration Inc. (“BISP”) has closed the previously announced brokered private placement of subscription receipts (the “Financing”). Ventum Financial Corp. (the “Agent”) 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 (the “Transaction”), previously announced on May 14, 2025.
Ventum Financial Corp. (the ‘Agent’) 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 (the ‘Transaction’), previously announced on May 14, 2025. Under the Financing, BISP issued 57,609,993 subscription receipts (the ‘Subscription Receipts‘) at a price of $0.20 per Subscription Receipt (the ‘Offering Price‘) for gross proceeds of approximately $11,521,998.60. Pursuant to a subscription receipt agreement dated September 3, 2025 among BISP, the Agent and Endeavor Trust Corporation (the ‘Subscription Receipt Agent‘), 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 (a ‘BISP Unit’), with each BISP Unit consisting of one common share in the capital of BISP (a ‘BISP Share‘) and one-half (0.5) of one (1) common share purchase warrant of BISP (each whole warrant, a ‘BISP Warrant’). The BISP Shares and the BISP Warrants will then be exchanged for common shares of Stamper (the ‘Resulting Issuer Shares’) and common share purchase warrants of Stamper (the ‘Resulting Issuer Warrants’), 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 $0.35 for a period of 36 months from the closing date of Transaction. The net proceeds of the Financing (the ‘Escrowed Funds’) 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. LEGAL69359072.2 BISP has paid to the Agent a cash commission of approximately $792,445 and issued the Agent 3,962,226 broker warrants (the ‘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 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 August 5, 2025, BISP also issued 8,257,555 BISP Units (the ‘Debt 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 August 5, 2025. The Share Purchase Agreement (as defined in our August 5, 2025 press release) has also been amended to extend the outside date for the closing of the share purchase described therein, in order 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 tradeable for Canadian holders pursuant to applicable Canadian securities laws. The net proceeds of the Financing will primarily be used to fund the cash portion of the Transaction, fund exploration operations, to meet the working capital requirements of the Resulting Issuer, and for general corporate purposes. 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.
About Stamper Oil & Gas
Stamper Oil & Gas Corp. (TSX-V: STMP) is an ‘Energy Commodity Focused’ resource company, seeking to acquire interests in mineral and/or oil & 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.
Contact:
Bryson Goodwin
Tel: 604-341-1531
Email: brysongoodwin@shaw.ca
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 closing of the Transaction, the issuance of securities of the Resulting Issuer pursuant to the conversion of Subscription Receipts, and the anticipated use of proceeds of the Financing. 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.
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