Mr. Bryson Goodwin reports

STAMPER ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE BISP EXPLORATION INC.

Stamper Oil & Gas Corp. has entered into an acquisition agreement dated May 12, 2025, among the company, a wholly owned subsidiary of the company (Subco) and BISP Exploration Inc., pursuant to which the company will acquire all of the issued and outstanding common shares of BISP. BISP is a British Columbia corporation that has an agreement to acquire certain offshore oil and gas blocks in the Republic of Namibia (as further described below). The transaction constitutes a reviewable (fundamental) acquisition as defined by Policy 5.4 of the TSX Venture Exchange.

Highlights:

• Creation of a new offshore Namibian-focused oil and gas exploration company;
• Five blocks with exposure to three of the four major exploration basins offshore Namibia;
• Company leadership has extensive oil and gas experience in Namibia.

In accordance with the terms and conditions of the definitive agreement, the transaction will be completed by way of a three-cornered amalgamation, whereby, among other things: (i) Subco will amalgamate with BISP to form an amalgamated company (Amalco); (ii) holders of common shares in the capital of BISP, including BISP shares issued on conversion of subscription receipts, will receive one postsplit (as defined herein) common share in the capital of the company for each BISP share held and the BISP shares will be cancelled; (iii); holders of share purchase warrants to acquire BISP shares and BISP finder warrants will be issued warrants to purchase company shares in exchange and replacement for, and on an equivalent basis, such BISP warrants and BISP finder warrants, which will thereby be cancelled; and (iv) Amalco will become a wholly owned subsidiary of the company.

In connection with the transaction, the company will subdivide the company shares on the basis of 3.8 postsplit company shares for each presplit company share. All company shares issued in connection with the transaction will be on a postsplit basis.

In consideration for the transaction, and on closing thereof, the company shall assume all outstanding debt and contractual obligations of BISP. Specifically, the company will assume approximately $520,000 (U.S.) and $907,000 in outstanding debt and payable obligations of BISP. As described above, BISP is party to a share purchase agreement, as amended, whereby it shall acquire an indirect interest in certain Namibian oil and gas assets. In connection with the transaction, Stamper shall assume and perform BISP's contractual obligations under the BISP share purchase agreement. Pursuant to the BISP share purchase agreement, BISP shall acquire an indirect interest in five Namibian oil and gas blocks in consideration for aggregate cash payments of $8.3-million (U.S.) and the issuance of five million company shares on a postsplit basis.

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 Luderitz 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 Luderitz basin, north of the Kudu gas field, where drilling is expected to commence later in 2025.

In connection with the transaction, the company has commissioned a report on the Namibian blocks in accordance with National Instrument 51-101, Standards of Disclosure for Oil and Gas Activities.

BISP and the counterparties to the BISP share purchase agreement are all arm's-length parties to Stamper. A finder's fee is anticipated to be paid by Stamper in connection with the transaction to Commodity Partners Inc. in the maximum allowable amount under exchange policies. Trading in the company shares has been halted and will remain halted pending review and approval of the transaction by the exchange.

Completion of the transaction is subject to a number of conditions, including, but not limited to, diligence investigations by the respective parties, approval of the respective boards of directors, completion of the offering (as defined herein) and regulatory approvals, including approval by the exchange. There can be no assurance that the transaction will be completed as proposed or at all.

The company intends to complete a private placement offering in connection with the transaction. Further details regarding the terms and conditions of the offering will be provided once determined.

Chief executive officer

Following closing of the transaction, it is anticipated that the company's chief executive officer, Bryson Goodwin, will resign and Grayson Andersen, chief executive officer of BISP, shall be appointed as the company's chief executive officer. 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. Mr. Andersen was most recently with ReconAfrica, whose principal operations were onshore Namibia. Prior to ReconAfrica, Mr. Andersen worked in South America for Frontera Energy and GeoPark Ltd. Mr. Andersen also spent five years at Canadian Natural Resources Ltd.

Mr. Andersen is a CPA/chartered accountant, having started his career in the assurance practice of KPMG in Calgary, Alta., Canada, and graduated from Memorial University of Newfoundland with a bachelor of commerce.

About Stamper Oil & Gas Corp.

Stamper Oil & Gas 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.