VANCOUVER, Canada – – Stamper Oil & Gas Corp. (TSX-V: STMP) (FSE: TMP2) (OTCQB: AZUEF) (“Stamper” or “the Company“), is pleased to announce a non-brokered private placement financing (the “Common Unit Offering“) of approximately 1,250,000 Units (“Common Units”) at a price of C$0.40 per Units for gross proceeds of C$500,000.
Each Common Unit will consist of one (1) common share in the capital of the Company and one (1) common share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder to acquire one (1) additional common share in the capital of the Company (each a “Warrant Share”) at an exercise price of $0.75 per Warrant Share for a period of twenty four (24) months from the date of issuance; however, if the closing sales price of the Company’s common shares (or the closing bid, if no sales were reported on a trading day) as quoted on the TSX Venture Exchange (“TSX.V”) (or such other securities exchange, quotation system or market on which such common shares are listed and where a majority of the trading volume of such common shares occurs) is $1.25 or greater for a period of ten (10) consecutive trading days, the Company may, within five days of such event, provide notice by way of press release to the subscribers of early expiry, and thereafter the Warrants shall expire on that date which is thirty (30) days from the date such notice is given (the “Acceleration Clause”).
Closing of the Offering must occur within 45 days of this and is subject to receipt of regulatory approvals, including the approval of the TSX.V. The securities to be issued under the Offering will have a hold period of four months and one day from their issue.
The Company intends to pay a cash finder’s fee, to certain arm’s length finders (each a “Finder“), equal to eight (8%) percent of the gross proceeds raised under the Offering from purchasers introduced to the Company by each Finder. In addition, the Company intends to issue non-transferable warrants (“Finder Warrants“) in the capital of the Corporation equal to eight (8%) percent of the total number of Common Units sold under the Offering. The Finder Warrants are exercisable by each Finder at a price of $0.75 for a period of twenty four (24) months from closing of the Offering. The Finder’s Warrants will have same terms as outlined in the Common Unit Offering.
The Company intends to use the proceeds of the Common Unit Offering for general corporate and administrative purposes.
The Company has requested a trading halt with Investment Industry Regulatory Organization of Canada (IIROC) as Stamper is presently in the late stages of negotiating a major acquisition and the Company is concerned that information concerning this potential acquisition has leaked into the market place.
About Stamper Oil & Gas
Stamper Oil & Gas Corp. is a publicly traded junior development stage international oil and gas company. The Company is engaged in the acquisition, exploration and evaluation of conventional and unconventional oil and natural gas properties with the current focus on Latin America. The Company’s strategy is centred on generating sustainable long term shareholder value by exploring and developing cost effective growth of light oil reserves.
For further information on Stamper Oil & Gas please visit www.stamperoilandgas.com
ON BEHALF OF THE BOARD OF DIRECTORS
“David C. Greenway”
President & Director
For further information, please contact:
Stamper Investor Relations
Phone: (604) 684-2401
Neither 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.
This news release contains certain statements that may be deemed “forward-looking” statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Stamper Oil & Gas Corp. believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of Stamper Oil & Gas Corp. management on the date the statements are made. Except as required by law, Stamper Oil & Gas Corp undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.