Mr. Bryson Goodwin reports

STAMPER ANNOUNCES PROPOSED BROKERED PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS OF BISP EXPLORATION INC.

Further to the press release dated May 14, 2025, announcing the entering into of an acquisition agreement dated May 12, 2025, with BISP Exploration Inc., pursuant to which Stamper Oil & Gas Corp. will acquire all of the issued and outstanding common shares of BISP, BISP will undertake a best effort brokered private placement of subscription receipts.

In connection with the transaction, BISP has engaged Ventum Financial Corp. to act as lead agent and sole bookrunner in connection with the financing of up to 80 million subscription receipts at a price of 20 cents per subscription receipt to raise gross proceeds of up to $16-million, which will be held in escrow by Endeavor Trust Corp. BISP has granted to the agents an overallotment option, exercisable at any time prior to the closing date (as defined below), to offer up to an additional 15 per cent of the subscription receipts at the offering price. The subscription receipts will be issued pursuant to a subscription receipt agreement to be entered into among BISP, the lead agent and the subscription receipt agent. Upon satisfaction of the escrow release conditions, which will be further outlined in the subscription receipt agreement and include, but are not limited to, satisfaction of all conditions precedent of the transaction, 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, and the escrowed funds, together with any interest earned thereon, will be released to BISP. If the escrow release conditions are not satisfied or waived within six months of the closing date, 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.

Each BISP unit will consist of one common share in the capital of BISP and one-half of one common share purchase warrant of BISP. The BISP shares and the BISP warrants will then be exchanged for common shares of Stamper (on a postsplit (as defined herein) basis) and common share purchase warrants of Stamper (on a postsplit basis), respectively, on a one-for-one basis. Each whole resulting issuer warrant will be exercisable to purchase one postsplit resulting issuer share at an exercise price of 35 cents for a period of 36 months from the closing date of financing. In connection with the transaction, Stamper will subdivide the common shares in the capital of Stamper on the basis of 3.8 postsplit Stamper shares for each one presplit Stamper share. All Stamper shares issued in connection with the transaction will be on a postsplit basis.

BISP will pay the agents a cash commission equal to 7.0 per cent of the gross proceeds of the financing, which shall be reduced to 2.0 per cent with respect to any subscriptions received from subscribers on the president's list provided by BISP, such president's list to be a minimum of $10-million and up to a maximum of $12-million in the aggregate, and issue broker warrants exercisable to acquire that number of BISP units equal to 7.0 per cent of the number of subscription receipts sold under the financing, which shall be reduced to 2.0 per cent with respect to any subscriptions from subscribers on the president's list. Such broker warrants shall be exercisable at a price of 20 cents per BISP unit for a period of 36 months from the closing date. BISP will pay to the agents, on the completion of the financing, the cash commission and issue the broker warrants to the agents. 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, which shall entitle the holder thereof to subscribe for postsplit resulting issuer units on the same terms as the BISP units. BISP will also reimburse the agents for all reasonable expenses and fees incurred with respect to the financing. BISP will have the right to include on the president's list subscribers that will purchase up to 60 million subscription receipts at the offering price for gross proceeds of up to $12-million.

The subscription receipts will be subject to resale restrictions under applicable securities legislation. The subscription receipts 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 will be freely tradable for Canadian holders pursuant to applicable Canadian securities laws. The net proceeds of the financing will primarily be used to finance the cash portion of the transaction, to finance exploration operations, to meet the working capital requirements of the resulting issuer and for general corporate purposes.

About Stamper Oil & Gas Corp.

Stamper 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.