Stamper Oil & Gas Corp has completed the acquisition of BISP Exploration Inc., giving it indirect interests in five offshore oil blocks under four petroleum exploration licences in Namibia.
The deal was concluded under an agreement signed on 12 May 2025 and later amended on 4 July and 18 August 2025.
The company said the transaction was structured as a three-cornered amalgamation, making BISP a wholly owned subsidiary.
Under the terms, BISP shareholders — including 57,609,993 shares issued from converted subscription receipts, 8,257,555 shares issued on 3 September 2025, and 100 founding shares — received one Stamper share for each BISP share.
Stamper confirmed it had replaced 32,933,772 BISP warrants and 4,389,726 broker warrants, which are now exercisable for 36 months at US$0.35 and US$0.20 per share respectively.
The company also assumed BISP’s obligations under an earlier share purchase agreement covering the Namibian assets.
The transaction involved a US$800,000 deposit and an additional US$5 million cash payment, alongside the issue of 5,000,000 Stamper shares at closing.
On the 12-month anniversary of the deal, Stamper must also pay US$1.25 million and issue a further 8,561,644 shares to the vendors.
According to Stamper, the assets include a 47% interest in WestOil Limited, which holds 70% of Petroleum Exploration Licence (PEL) 107 in block 2712A in the Orange Basin.
“Rock Oil, a BISP subsidiary, holds a 5% carried interest in PEL98 block 2213 and a 5% working interest in PEL106 blocks 2111A and 2011B in the Walvis Basin, as well as a 20% carried interest in PEL102 block 2614B in the Lüderitz Basin,” the company said.
Drilling at block 2614B is scheduled for November 2025.
BISP had earlier raised US$11.52 million through a brokered private placement of 57,609,993 subscription receipts at US$0.20 each, paying US$792,445 in commissions and issuing broker warrants.
Stamper said trading on the TSX Venture Exchange is expected to resume around 15 September 2025 on an ex-distribution and post 3.8:1 split basis, subject to final approval.
In a leadership change, Stamper confirmed that Bryson Goodwin has stepped down as Chief Executive, with BISP Chief Executive Grayson Andersen appointed as the new CEO of Stamper.
