Stamper Oil & Gas has cut the remaining cash payment for its acquisition of interests in five offshore Namibian oil blocks by US$750,000, replacing part of the obligation with additional shares to preserve capital for exploration.
The Canadian-listed explorer said on Tuesday that an amended agreement signed on 17 September reduces the outstanding cash consideration from US$1.25 million to US$500,000.
At the same time, the number of Stamper shares still to be issued to the vendors will almost double from 8.56 million to 16.5 million.
The changes relate to offshore interests acquired through Stamper’s September 2025 takeover of BISP Exploration and do not alter the underlying Namibian assets or the company’s ownership interests.
Stamper chief executive Grayson Andersen said the revised structure gives the company greater flexibility to direct money towards its Namibian exploration portfolio.
“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,” Andersen said.
Under the revised agreement, Stamper must pay US$300,000 by 30 October and another US$200,000 by 31 December 2026.
The 16.5 million shares will be issued progressively over 18 months. Ten per centper cent will vest on signing, followed by 20% after six months, another 20% after 12 months, 25% after 14 months, and the final 25% after 18 months.
Once the revised cash payments and shares have been issued, Stamper said no further cash, shares or other acquisition consideration will be payable for the assets.
Stamper entered Namibia through its acquisition of BISP Exploration, completed on 10 September 2025.
The transaction gave it indirect interests in five offshore blocks held under four petroleum exploration licences across the Orange, Walvis and Lüderitz basins.
Its largest position is a 32.9% indirect working interest in PEL 107, covering Block 2712A in the Orange Basin.
Stamper holds 47% of WestOil Limited, which in turn has a 70% working interest in PEL 107.
It also holds a 5% carried interest in PEL 98, covering Block 2213B in the Walvis Basin, and a 5% interest in PEL 106, covering Blocks 2111A and 2011B in the same basin. In practice, Stamper treats the PEL 106 interest as carried, according to Stamper’s financial disclosures.
In the Lüderitz Basin, Stamper has an indirect 20% carried interest in PEL 102, covering Block 2614B.
The company acquired that exposure through its interest in NASMAM Investments, which holds a 30% carried interest in the licence.
The positions give Stamper exposure to three of Namibia’s principal offshore exploration basins. Stamper’s current corporate material confirms that its portfolio comprises five blocks across PELs 98, 102, 106 and 107.
The latest amendment is not the first time the financial terms surrounding the Namibian acquisition have been changed.
Before the transaction closed last year, the consideration was amended in July 2025. The initial cash payment was reduced from US$7.5 million to US$5 million, with US$2.5 million deferred for 12 months and divided between US$1.25 million in cash and shares.
When the acquisition closed, Stamper had already paid a US$800,000 deposit and paid another US$5 million in cash. It also issued five million shares, leaving the US$1.25 million cash payment and 8.56 million additional shares outstanding.
The new agreement reduces that final US$1.25 million cash obligation to US$500,000 while increasing the equity component to 16.5 million shares.
That means the company is preserving US$750,000 in cash, but issuing about 7.94 million more shares than contemplated under the previous deferred-payment arrangement.
The amended agreement and issuance of the additional shares remain subject to acceptance by the TSX Venture Exchange and any other required regulatory approvals.
Stamper said the cash retained through the restructuring can instead be directed towards advancing its offshore Namibia interests.
Andersen said the company’s acreage is positioned near exploration wells expected to be drilled over the next 12 months, while Stamper and its partners pursue farm-out transactions and work toward seismic acquisition and future drilling programmes.
Stamper has previously identified farm-outs and seismic work as important steps in advancing its portfolio.
The company does not operate all the interests itself, and several of its positions are carried interests, limiting its direct funding exposure to certain exploration expenditure.
PEL 107 is its most substantial direct working-interest exposure, with Stamper holding an effective 32.9% interest through WestOil.
The revised payment arrangement does not change any of those licence interests.
Stamper said all other terms of the original acquisition remain in force.
