Stamper Announces Proposed Extension and Repricing

Vancouver, British Columbia–(Newsfile Corp. – October 24, 2024) – Stamper Oil & Gas Corp. (TSXV: STMP) (“Stamper” or the “Company”) announces that it has made application to the TSX Venture Exchange (the “Exchange“) to extend the expiry dates of 9,056,727 share purchase warrants (the “Warrants‘”), subject to final acceptance of the Exchange, originally granted pursuant to a private placement that closed in three (3) tranches on October 26, 2023, November 3, 2023 and November 22, 2023 to October 26, 2025, November 3, 2025 and November 22, 2025 (the “Amended Warrants“).

The Company also wishes to reprice the Amended Warrants from $0.07 to $0.05, which will be subject to receipt of the signed warrantholder consent from each warrantholder and remains subject to final acceptance of the Exchange. The Company is currently working on disseminating the written consents to the warrantholders and expects to receive them back by the end of next week. The Amended Warrant will be exercisable into one (1) common share of the Company at $0.05 (the “Common Shares“). The Amended Warrants are subject to both accelerated expiry clauses set out below, and whichever is triggered first takes precedence.

Each Amended Warrant entitles the holder thereof to purchase one additional common share at an exercise price of $0.05 for a period of 12 months from the closing date. The Amended 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 Amended Warrants have been accelerated and that Amended 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 exercise period of the Amended Warrants will be reduced to 30 days if, for any ten consecutive trading days during the unexpired terms of the Amended Warrant (the “Premium Trading Days“), the closing price of the Common Shares is $0.0625 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 an “Energy Commodity Focused” resource company, seeking to acquire interests in mineral and/or oil & gas resource properties focused on energy creation, storage or delivery. The Company is committed to creating sustainable shareholder value by evaluating and developing future prospects into commercially viable assets.

ON BEHALF OF THE BOARD OF DIRECTORS

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

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 the Company 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 the Company management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

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