November 3, 2023 – Vancouver, British Columbia – Stamper Oil & Gas Corp. (“Stamper” or the “Company”) (TSX-V: STMP; FSE: TMP2) is pleased to announce that, further to its press releases of July 24, 2023, August 24, 2023, October 17, 2023 and October 26, 2023, the Company has closed the second tranche of its non-brokered private placement (the “Financing”), issuing 3,501,727 flow through units (the “FT Units”) at a price of $0.055 per FT Unit and 855,000 units (the “Units”) at a price of $0.055 per Unit for gross aggregate proceeds of $239,620.

Each FT Unit consists of one (1) flow through common share of the Company (a “FT Share”) and one (1) transferable common share purchase warrant of the Company (each a “Warrant”). Each Unit consists of one (1) common share of the Company (a “Share”) and one (1) transferable common Warrant. Each Warrant entitles the holder thereof to purchase one additional common share at an exercise price of $0.07 for a period of 12 months from the closing date. The Warrants include an acceleration clause (“Warrant Acceleration”) which provides that, in the event that the closing price of the Shares is at or above $0.50 per Share for a period of five (5) consecutive trading days, the Company may provide notice (the “Acceleration Notice”) to the Holder that the expiry date of the Warrants have been accelerated and that Warrants not exercised within thirty (30) days of the date of the Acceleration Notice will expire thirty days from the date of the Acceleration Notice.

The gross proceeds raised from the sale of FT Units and Units will be used to advance the Company’s exploration project and for general working capital purposes.

Pursuant to applicable Canadian securities laws, all securities issued and issuable in connection with the Offering will be subject to a four (4) month hold period commencing on the Closing Date.

A director of the Company, Barry Hartley, participated in the private placement and acquired 364,000 units for $20,020. The participation of Mr. Hartley in the private placement constitutes a Related Party Transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The board of directors of the Company, with Mr. Hartley abstaining, determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 for the related party transaction, as neither the fair market value of securities issued to the insiders nor the consideration paid by the insiders exceeded 25 percent of the Company’s market capitalization. The Company did not file a material change report in respect of the transaction 21 days in advance of the closing of the private placement because insider participation had not been confirmed. The shorter period was necessary in order to permit the Company to close the private placement in a timeframe consistent with usual market practice for transactions of this nature.

About Stamper Oil & Gas

Stamper Oil & Gas Corp. (TSX-V: STMP) is a resource company, seeking to acquire interests in mineral and/or oil & gas resource properties. The Company is committed to creating sustainable shareholder value by evaluating and developing future prospects into commercially viable assets.


“Bryson Goodwin”
Bryson Goodwin, President & CEO, Chairman of Board of Directors

For further information, please contact:

Phone: 604-341-1531

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.

Forward-Looking Statements

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.