Mr. Bryson Goodwin reports

STAMPER OIL & GAS CORP. CLOSES SECOND TRANCHE OF PREVIOUSLY ANNOUNCED FINANCING

Stamper Oil & Gas Corp., further to its press releases of July 24, 2023, Aug. 24, 2023, Oct. 17, 2023, and Oct. 26, 2023, has closed the second tranche of its non-brokered private placement, issuing 3,501,727 flow-through units at a price of 5.5 cents per FT unit and 855,000 units at a price of 5.5 cents per unit for gross aggregate proceeds of $239,620.

Each FT unit consists of one flow-through common share of the company and one transferable common share purchase warrant of the company. Each unit consists of one common share of the company and one transferable common warrant. 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 have 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 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-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. 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 per cent 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 time frame consistent with usual market practice for transactions of this nature.

About Stamper Oil & Gas Corp.

Stamper Oil & Gas 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.