Mr. Bryson Goodwin reports

STAMPER OIL & GAS CORP. AMENDS TERMS OF PREVIOUSLY ANNOUNCED FINANCING

Further to the press releases of July 24, 2023, Aug. 24, 2023, and Oct. 17, 2023, Stamper Oil & Gas Corp. has closed the first tranche of its non-brokered private placement, issuing 2.8 million units at a price of 5.5 cents per unit for gross proceeds of $154,000.

Each unit consists of one common share of the company and one transferable common share purchase warrant of the company. Each warrant entitles the holder thereof to purchase one additional common share at an exercise price of seven cents for a period of 12 months from the closing date. The warrants include an acceleration clause, which provides that, in the event that the closing price of the shares is at or above 50 cents per share for a period of five consecutive trading days, the company may provide notice to the holder that the expiry date of the warrants has been accelerated and that warrants not exercised within 30 days of the date of the acceleration notice will expire 30 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-month hold period commencing on the closing date.

Warrant amendment update

Further to the press release of Aug. 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 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 15 cents to 8.5 cents. 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 TSX Venture Exchange. The 2022 warrants are also subject to an additional TSX-V imposed acceleration clause.

The exercise period of the warrants will be reduced to 30 days if, for any 10 consecutive trading days during the unexpired term of the warrant, the closing price of the common shares is 10.6 cents or greater. For greater certainty, the reduced exercise period of 30 days will begin no more than seven calendar days after the 10th Premium trading day.

About Stamper Oil & Gas Corp.

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

We seek Safe Harbor.