VANCOUVER, BC, Sep. 22, 2026 (CNW Group via COMTEX) --
Stamper Oil & Gas Corp. ("Stamper" or the "Company") (TSX-V: STMP) (US OTC: STMGF) (Germany: TMP0) announces that it has entered into an amending agreement dated September 17, 2026 (the "Amending Agreement") 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 "Original Agreement"). The acquisition was completed on September 10, 2025.
Grayson M. Andersen, Chief Executive Officer of Stamper, stated: "The revised structure reduces Stamper's remaining cash acquisition obligation by US$750,000 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 US$500,000 and the issuance of 16,500,000 common shares of the Company (the "Consideration Shares"). Under the Original Agreement, the remaining deferred consideration consisted of US$1,250,000 in cash and 8,561,644 common shares. The cash consideration is payable during 2026, with US$300,000 payable on or before October 30, 2026, and the remaining US$200,000 payable on or before December 31, 2026. The Consideration Shares vest in stages over an 18-month period, with 10% on signing of the Amending Agreement, 20% in six months, 20% in 12 months, 25% in 14 months and 25% 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 Corp. (TSX-V: STMP) (US OTC: STMGF) (Germany: TMP0) 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 Là¼deritz 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
ON BEHALF OF THE BOARD OF DIRECTORS
"Grayson M. Andersen" Â Grayson M. AndersenChief Executive Officer
Website: www.stampernamibia.comÂ
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws. Forward-looking statements in this news release include, but are not limited to, statements regarding: the anticipated benefits and effects of the Amending Agreement, including the Company's expected financial flexibility, continued vendor alignment and ability to allocate capital toward advancing its offshore Namibia portfolio; the timing and completion of the deferred cash payments; the vesting, issuance and delivery of the Consideration Shares in accordance with the staged schedule contemplated by the Amending Agreement; the expectation that the revised cash payments and Consideration Shares will constitute the final acquisition consideration payable in respect of the acquired assets and that no additional acquisition consideration will be payable following completion of the cash payments and share issuances; acceptance by the TSX Venture Exchange (the "Exchange") of the Amending Agreement and the issuance of the Consideration Shares, and receipt of any other required regulatory approvals; the application of statutory hold periods, escrow terms and resale restrictions; the anticipated timing, occurrence and potential significance of exploration wells planned or under consideration by third-party operators near the Company's licence interests; and the Company's and its partners' ability to pursue and complete farm-out transactions, seismic acquisition and future exploration drilling programs. Forward-looking statements are generally, but not always, identified by words such as "anticipate", "believe", "could", "expect", "estimate", "intend", "may", "plan", "project", "potential", "seek", "should", "target", "will", "would" and similar expressions. Forward-looking statements are based on management's current expectations, estimates, projections, assumptions and beliefs, including assumptions that: the Company will have sufficient capital and liquidity to make the deferred cash payments when due; all required Exchange and other regulatory approvals will be obtained; the Consideration Shares will vest and be issued in accordance with the Amending Agreement; the parties will perform their respective obligations under the Amending Agreement and the revised consideration will fully satisfy the Company's remaining acquisition consideration obligations for the acquired assets; the Company's partners and relevant third-party operators will proceed with planned exploration activities on currently anticipated schedules; required partner, governmental, regulatory and environmental approvals will be obtained; suitable farm-out counterparties, financing, contractors, equipment and services will be available on acceptable terms; and the Company and its partners will be able to advance seismic acquisition and future drilling programs as presently contemplated. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied, including: failure to obtain, or delays in obtaining, required approvals; the Company's inability to make payments or issue shares when required; disputes concerning the interpretation or performance of the Amending Agreement or claims relating to remaining acquisition consideration; changes to, delays in or termination of the Amending Agreement; changes, delays or cancellations in the drilling plans of third-party operators; the inability to complete farm-out transactions on acceptable terms or at all; the failure to obtain partner approvals or sufficient financing; delays, cost increases, operational difficulties or unsuccessful results associated with seismic acquisition or exploration drilling; capital-market, share-price, trading-liquidity, foreign-exchange and commodity-price volatility; risks inherent in exploration activities; changes in laws, regulations or government policies; environmental, safety, geopolitical and title risks; dependence on key management; and other operating, financial, market and regulatory risks. There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this news release. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
SOURCE Stamper Oil & Gas Corp.
SOURCE: Stamper Oil & Gas Corp.
For further information, please contact: Phone: +1-604-687-7130, E-mail:
admin@stampernamibia.com
COMTEX_493077473/2197/2026-09-22T06:00:00
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