File: '\\swfile\EmailIn\20241126 103615 Attachment 2024-11-26 - STMP Loan Agreement with Bryson Goodwin.docx'

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STAMPER ANNOUNCES LOAN AGREEMENT

November 26, 2024 - Vancouver, British Columbia, Stamper Oil & Gas Corp. ("Stamper" or the "Company") (TSX V: STMP; FSE: TMP2) announces that it has entered into a loan agreement effective November 26, 2024 (the "Agreement") to borrow CAD$27,485.97 (the "Principal Amount") from Bryson Goodwin, the President, CEO, Chairman and a director of the Company (the "Lender").

The Loan bears interest at a rate of 10% 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 (the "Interest"), to be calculated on the basis of 365 days a year (the Principal Amount together with the accrued Interest, the "Loan"). 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 and Chairman, and control person of the Company. Accordingly, the Loan constitutes a related party transaction within the meaning of TSX Venture Exchange ("TSXV") Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). A resolution of the board of directors of the Company, excluding Bryson 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 Sections 5.5(b) as the Company is only listed on the TSXV and 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 favorable 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

Stamper Oil & Gas Corp. (TSX V: STMP) is an "Energy Commodity Focused" resource company, seeking to acquire interests in mineral and/or oil & 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.

ON BEHALF OF THE BOARD OF DIRECTORS

"Bryson Goodwin"

Bryson Goodwin, President & CEO

Chairman of Board of Directors

For further information, please contact:

Phone: 604 341 1531

Email: brysongoodwin@shaw.ca

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.

Forward Looking Statements

This news release contains certain forward-looking statements within the meaning of applicable securities laws with respect to the Company. These forward-looking statements generally are identified by words such as "believe," "project," "aim," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," and similar expressions and in this news release include statements respecting the performance of Recharge pursuant to the Option Agreement and the future right of first refusal to be granted to Recharge. Although the Company believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

File: Attachment 2024-11-26 - STMP Loan Agreement with Bryson Goodwin.pdf

STAMPER ANNOUNCES LOAN AGREEMENT

November 26, 2024 Vancouver, British Columbia, Stamper Oil & Gas Corp. ("Stamper" or the "Company") (TSX-V: STMP; FSE: TMP2) announces that it has entered into a loan agreement effective November 26, 2024 (the "Agreement") to borrow CAD$27,485.97 (the "Principal Amount") from Bryson Goodwin, the President, CEO, Chairman and a director of the Company (the "Lender").

The Loan bears interest at a rate of 10% 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 (the "Interest"), to be calculated on the basis of 365 days a year (the Principal Amount together with the accrued Interest, the "Loan"). 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 and Chairman, and control person of the Company. Accordingly, the Loan constitutes a related party transaction within the meaning of TSX Venture Exchange ("TSXV") Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). A resolution of the board of directors of the Company, excluding Bryson 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 Sections 5.5(b) as the Company is only listed on the TSXV and 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 favorable 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

Stamper Oil & Gas Corp. (TSX-V: STMP) is an "Energy Commodity Focused" resource company, seeking to acquire interests in mineral and/or oil & 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.

ON BEHALF OF THE BOARD OF DIRECTORS

"Bryson Goodwin" Bryson Goodwin, President & CEO Chairman of Board of Directors

For further information, please contact: Phone: 604-341-1531 Email: brysongoodwin@shaw.ca

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. 2

Forward-Looking Statements

This news release contains certain forward-looking statements within the meaning of applicable securities laws with respect to the Company. These forward-looking statements generally are identified by words such as "believe," "project," "aim," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," and similar expressions and in this news release include statements respecting the performance of Recharge pursuant to the Option Agreement and the future right of first refusal to be granted to Recharge. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.