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VANCOUVER, BC, Nov. 12, 2026 /CNW/ -- Stamper Oil & Gas Corp. (the "Company") (TSXV: STMP) (US OTC: STMGF) (Germany: TMP0) is pleased to announce that it has entered into an agreement with Centurion One Capital Corp. (the "Lead Agent") to act as lead agent and sole bookrunner in connection with a brokered private placement to raise a minimum of $2,000,000 (the "Offering") through the sale of 25,000,000 units ("Units") at an issue price of $0.08 per Unit (the "Issue Price") on a commercially reasonable efforts basis. Each Unit consists of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional common share of the Company (each, a "Warrant Share") at a price of $0.10 per Warrant Share from the date that is 61 days after the Closing Date (as defined herein) until the date that is five (5) years from the Closing Date.
The Company has granted the Lead Agent an option (the "Agent's Option") to increase the size of the Offering by up to an additional 3,750,000 Units at the Issue Price for additional gross proceeds of up to $300,000 on the same terms and conditions as set out herein. The Agent's Option is exercisable in whole or in part at any time up to two business days prior to the Closing Date.
The net proceeds of the Offering will be used for seismic data purchases, technical work and licence maintenance on the Company's Namibian oil and gas properties, debt repayment, general and administrative expenses and working capital purposes.
The Units will be offered for sale (i) by way of private placement pursuant to the listed issuer financing exemption under section 5A.2 of National Instrument 45-106 - Prospectus Exemptions, as amended and supplemented by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"), in British Columbia, Alberta and Ontario, (ii) in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and applicable U.S. state securities laws, and (iii) in jurisdictions outside Canada and the United States as mutually agreed by the Company and the Lead Agent, provided that no prospectus filing, registration or comparable obligation arises in such other jurisdictions. The securities issued under the Listed Issuer Financing Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.
There is an offering document (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and at www.stampernamibia.com. Prospective investors should read the Offering Document before making an investment decision. The securities offered under the Offering will not be subject to a hold period in accordance with applicable Canadian securities laws.
In connection with the Offering, commissions will be payable in accordance with the policies of the TSX Venture Exchange (the "Exchange").
The Offering is expected to close on or about November 26, 2026, or on such other date as may be agreed upon by the Company and the Lead Agent (the "Closing Date"). Closing of the Offering may occur in one or more tranches, subject to a minimum initial closing of $2,000,000 and certain customary conditions, including receipt of all necessary approvals, such as the approval of the Exchange.
It is anticipated that certain insiders of the Company, the Lead Agent and certain of their affiliates may acquire Units in the Offering in amounts of up to approximately 10% of the Offering. Any participation by related parties of the Company in the Offering will constitute a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the Units subscribed for by the related parties nor the consideration paid for the Units by such related parties is expected to exceed 25% of the Company's market capitalization.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
About Stamper Oil & Gas
Stamper Oil & Gas Corp. (TSX-V: STMP) (US OTC: STMGF) (Germany: TMP0) is an offshore Namibia-focused oil and gas exploration company with ownership interests across five offshore exploration blocks covering four petroleum exploration licences (PELs) in the Orange, Walvis and Lüderitz Basins. The Company's portfolio provides exposure to multiple high-impact oil and gas exploration opportunities in one of the world's most active exploration regions.
About Centurion One Capital Corp.
Centurion One Capital's mission is to ignite the world's most visionary entrepreneurs to conquer the greatest challenges of tomorrow, fueling their ambitions with transformative capital, unparalleled expertise, and a global network of influential connections. Every interaction is guided by our core values of respect, integrity, commitment, excellence in execution, and uncompromising performance. We make principal investments, drawing on the time-honored principles of merchant banking, where aligned incentives forge enduring partnerships. Centurion One Capital: A superior approach to investment banking.
ON BEHALF OF THE BOARD OF DIRECTORS
"Grayson M. Andersen"
Grayson M. Andersen
Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws. Forward-looking statements in this news release include, but are not limited to, statements regarding: the closing of the Offering, the receipt of all approvals for the Offering and the use of proceeds from the Offering. Forward-looking statements are generally, but not always, identified by words such as "anticipate", "believe", "could", "expect", "estimate", "intend", "may", "plan", "project", "potential", "seek", "should", "target", "will", "would" and similar expressions. Forward-looking statements are based on management's current expectations, estimates, projections, assumptions and beliefs, including assumptions about the receipt of approvals for the Offering and that the Company will complete the Offering. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied, including: changes, delays or cancellations in the drilling plans of third-party operators; the inability to complete farm-out transactions on acceptable terms or at all; delays, cost increases, operational difficulties or unsuccessful results associated with seismic acquisition or exploration drilling; capital-market, share-price, trading-liquidity, foreign-exchange and commodity-price volatility; risks inherent in exploration activities; changes in laws, regulations or government policies; environmental, safety, geopolitical and title risks; dependence on key management; and other operating, financial, market and regulatory risks. There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this news release. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements.
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.
SOURCE Stamper Oil & Gas Corp.
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