Mr. Grayson Andersen reports

STAMPER REVISES NAMIBIA ACQUISITION TERMS, REDUCING CASH CONSIDERATION

Stamper Oil & Gas Corp. has entered into an amending agreement dated Sept. 17, 2026, that revises the remaining deferred consideration payable under the share purchase agreement relating to the company's acquisition of indirect interests in certain offshore Namibian oil and gas assets. The acquisition was completed on Sept. 10, 2025.

Grayson M. Andersen, chief executive officer of Stamper, stated: "The revised structure reduces Stamper's remaining cash acquisition obligation by $750,000 (U.S.) and stages the equity consideration over 18 months, providing greater flexibility to allocate capital toward advancing our offshore Namibia portfolio. It also maintains vendor alignment through equity ownership, leaving the acquired asset interests and all other terms of the original transaction unchanged. Stamper's asset base is situated adjacent to a number of high-impact exploration wells planned to be drilled in the next 12 months, while the company continues to work with its partners to pursue farm-out transactions and advance seismic acquisition and future drilling programs."

Revised deferred consideration

Under the amending agreement, the deferred consideration has been revised to include aggregate cash payments of $500,000 (U.S.) and the issuance of 16.5 million common shares of the company. Under the original agreement, the remaining deferred consideration consisted of $1.25-million (U.S.) in cash and 8,561,644 common shares. The cash consideration is payable during 2026, with $300,000 (U.S.) payable on or before Oct. 30, 2026, and the remaining $200,000 (U.S.) payable on or before Dec. 31, 2026. The consideration shares vest in stages over an 18-month period, with 10 per cent on signing of the amending agreement, 20 per cent in six months, 20 per cent in 12 months, 25 per cent in 14 months and 25 per cent in 18 months. The revised cash payments and consideration shares constitute the final acquisition consideration payable by the company under the original agreement in respect of the acquired assets. Upon payment and issuance in accordance with the amending agreement, no further cash, equity or other acquisition consideration will be payable by the company for those assets. All other terms and conditions of the original agreement remain unchanged and in full force and effect.

The amending agreement and the issuance of the consideration shares remain subject to acceptance by the TSX Venture Exchange and any other required regulatory approvals. The consideration shares will be subject to applicable statutory hold periods and any escrow or resale restrictions imposed by the exchange.

About Stamper Oil & Gas Corp.

Stamper Oil & Gas 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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