Mr. Grayson Andersen reports
STAMPER ANNOUNCES C$150,000 PROMISSORY NOTE ISSUANCE AND CLARIFICATION TO EXPIRY DATE OF PREVIOUSLY ISSUED RESTRICTED SHARE UNITS
Stamper Oil & Gas Corp. has entered into promissory notes with certain lenders for aggregate gross proceeds of $150,000 and has clarified the expiry date of previously issued restricted share units.
Of the aggregate principal amount, $50,000 was advanced by Mat Goldsmith, chairman and a director of the company, through a payment of $36,000 (U.S.). The remaining $100,000 was advanced by lenders that are arm's length to the company.
The notes bear interest at a rate of 7.5 per cent per annum, calculated and accruing from the date the applicable funds are received. The outstanding principal and accrued interest under each note are payable within 12 months following the date of that note, unless otherwise agreed by the company and the applicable lender. The notes are unsecured. No securities, loan bonuses, finders' fees or commissions are issuable or payable in connection with the notes. In accordance with TSX Venture Exchange Policy 3.2 (Filing Requirements and Continuous Disclosure), the chairman note remains subject to TSX Venture Exchange acceptance.
The company intends to use the proceeds of the notes for working capital and corporate purposes.
Related-party transaction
Mr. Goldsmith is chairman and a director of the company, and, accordingly, the chairman note constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, as the fair market value of the note does not exceed 25 per cent of the company's market capitalization.
RSU expiry date update
Further to a news release dated March 19, 2026, the company announces that the 11.5 million RSUs granted to certain directors, officers, employees and consultants of the company on March 18, 2026, will expire on March 18, 2029, pursuant to the company's restricted share unit plan.
About
Stamper
Oil
&
Gas
Corp.
Stamper is an offshore Namibia-focused oil and gas exploration company with ownership interests across five offshore exploration blocks covering four petroleum exploration licences, in the Orange, Walvis and Luderitz basins. The company's portfolio provides exposure to multiple high-impact emerging petroleum provinces in one of the world's most active frontier exploration regions.
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