Mr. Bryson Goodwin reports
STAMPER ANNOUNCES LOAN AGREEMENT
Stamper Oil & Gas Corp. has entered into a loan agreement effective Nov. 26, 2024, to borrow $27,485.97 from Bryson Goodwin, the president, chief executive officer, chairman and a director of the company (the lender).
The loan bears interest at a rate of 10 per cent per annum, compounded quarterly, commencing as of the date of the principal amount was provided by the lender to Stamper and continuing until the loan is repaid in full, to be calculated on the basis of 365 days a year. The loan or any portion thereof shall be repaid by Stamper to the lender upon the earlier of: (i) on demand; (ii) the voluntary liquidation, dissolution or winding up of the company; or (iii) upon a default event.
The company intends to use the proceeds of the loan for working capital and general corporate purposes.
As stated above, the lender is a director, president, CEO, chairman and control person of the company. Accordingly, the loan constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. A resolution of the board of directors of the company, excluding Mr. Goodwin from voting, was passed to approve the loan. No materially contrary view or abstention was exercised or made by any other director.
The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(b) as the company is only listed on the TSX-V and Section 5.7(1)(f) as the loan is not convertible or repayable in equity or voting securities of Stamper and the loan was obtained on reasonable commercial terms, not less favourable to the company than if obtained from an arm's-length party. Further, the loan is not convertible into or repayable in securities of the company.
About Stamper Oil & Gas
Corp.
Stamper Oil & Gas is an energy-commodity-focused resource company, seeking to acquire interests in mineral and/or oil and 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.
We seek Safe Harbor.
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