VANCOUVER, BC, July 22, 2026 /CNW/ -- Stamper Oil & Gas Corp. ("Stamper"or the "Company") (TSXV: STMP) (US OTC: STMGF) (Germany: TMP0) announces that it has entered into promissory notes (collectively, the "Notes") with certain lenders for aggregate gross proceeds of C$150,000 and clarification to expiry date of previously issued restricted share units ("RSUs").

Of the aggregate principal amount, C$50,000 was advanced by Mat Goldsmith, Chairman and a director of the Company, through a payment of US$36,000 (the "Chairman Note"). The remaining C$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 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, finder's 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 ("MI 61-101"). 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 Chairman Note does not exceed 25% of the Company's market capitalization.

RSU Expiry Date Update

Further to a news release dated March 19, 2026, the Company announces that the 11,500,000 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

Stamper Oil & Gas Corp. (TSXV: 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 emerging petroleum provinces in one of the world's most active frontier exploration regions.

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.

ON BEHALF OF THE BOARD OF DIRECTORS

"Grayson M. Andersen"        
Grayson M. Andersen
Chief Executive Officer

website: www.stampernamibia.com 

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 statements regarding the intended use of the proceeds of the Notes, the Company's ability to repay the principal and accrued interest when due, and the Company's future business plans and objectives. 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 regarding the availability and allocation of the proceeds, the Company's future financing requirements and ability to obtain additional financing, the continued validity of the Company's petroleum exploration licences in Namibia, the Company's ability to conduct exploration activities in the Orange, Walvis and Lüderitz Basins, and prevailing economic and market conditions. 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 risks inherent in exploration activities; unexpected geological or  hydrological conditions; changes in laws, regulations and government policies in Canada and in the jurisdictions in which the Company operates; failure to obtain required permits and approvals; commodity-price, foreign-exchange and capital-market volatility; the Company's ability to raise additional funds; environmental and safety risks; geopolitical risks and political instability in jurisdictions where the Company conducts operations; dependence on key management personnel; uncertainty of title to the Company's exploration licences; and other exploration, development, operating, financial, market and regulatory risks. There can be no assurance that forward-looking statements will prove to be accurate. Past performance is not necessarily indicative of future results. Readers should not place undue reliance on forward-looking statements. The forward-looking statements contained 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 statement, whether as a result of new information, future events or otherwise.

SOURCE Stamper Oil & Gas Corp.