October 26, 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 and October 17, 2023, the Company has closed the first tranche of its non-brokered private placement (the “Financing”), issuing 2,800,000 units (the “Units”) at a price of $0.055 per Unit for gross proceeds of $154,000.

Each Unit consists of one (1) common share of the Company (a “Share”) and one (1) transferable common share purchase warrant of the Company (each a “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 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.

Warrant Amendment Update

Further to its press release of August 24, 2023, the Company will not proceed with amending the warrants issued in 2021. The Company will proceed with amending the 2,161,716 warrants issued in 2022 (the “2022 Warrants”). The Company proposes to amend the 2022 Warrants by extending the expiry date from April 19, 2025 to April 19, 2027 and reducing the exercise price from $0.15 to $0.085. All other terms of the 2022 Warrants remain unchanged.

Amendment of the 2022 Warrants has been approved by all holders of the 2022 Warrants and is subject to the approval of the TSXV. The 2022 Warrants are also subject to an additional TSX-V imposed acceleration clause, as set out below:

“The exercise period of the Warrants will be reduced to 30 days if, for any ten consecutive trading days during the unexpired term of the Warrant (the “Premium Trading Days”), the closing price of the Common shares is $0.106 or greater. For greater certainty, the reduced exercise period of 30 days will begin no more than 7 calendar days after the tenth Premium Trading Day.”

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
Email: brysongoodwin@shaw.ca

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.