Stamper Oil & Gas Corp. — Proxy Solicitation & Information Statement 2021

Jun 26, 2021

STAMPER OIL & GAS CORP.

Security Class : Common Shares

FORM OF PROXY

Annual General & Special Meeting to be held on Monday July 19, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided.

If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution overleaf. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 2:00 pm, Pacific Daylight Savings Time, on Thursday July 15, 2021, or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.

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VOTING METHODS
MAIL or HAND DELIVERY Endeavor Trust Corporation
702 – 777 Hornby Street
Vancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day 604-559-8908
EMAIL proxy@endeavortrust.com
ONLINE As listed on Form of Proxy or Voter Information Card
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If you vote by FAX, EMAIL or On-Line, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail, fax or by email are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy.

STAMPER OIL & GAS CORP.

Appointment of Proxyholder

I/We, being holder(s) of STAMPER OIL Print the name of the person you are & GAS CORP. hereby appoint: BRYSON OR appointing if this person is someone other GOODWIN, CEO, DIRECTOR , or, than the Management Nominee listed failing him, BARRY HARTLEY, herein. DIRECTOR

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of STAMPER OIL & GAS CORP. to be held at Suite 702 – 777 Hornby Street Vancouver, BC V6Z 1S4 on Monday July 19, 2021 at 2:00 pm, Pacific Daylight Savings Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Number of Directors

The number of Directors shall be set to 4 (four).

2. Election of Directors

i) Bryson Goodwin ii) Barry Hartley

iii) Sam Eskandari

iv) Jim McCrea

For Against □ □ For Withheld □ □ □ □ □ □ □ □

3. Appointment of Auditor

To appoint of Adam Sung Kim Ltd. Chartered Professional Accountants as auditor of the

For Withheld □ □

Company for the ensuing year and to authorize the directors to fix their remuneration.

4. Approve Stock Option Plan

4. Approve Stock Option Plan For Against To consider and approve the Company’s 2021 Stock Option Plan, as more particularly described in the □ □ accompanying Information Circular. 5. Approve Restricted Share Unit Plan For Against To consider and approve the Company’s 2021 Restricted Share Unit Plan, as more particularly described in □ □ the accompanying Information Circular. 6. Approve New Articles For Against To approve the creation and adoption of new Articles of the Company in substitution for and cancellation of □ □ the existing Articles, as more particularly described in the accompanying Circular. 7. Approve the Change to the Maximum Number of Common Shares For Against To approve the change to the maximum number of Common shares that the Company is authorized to □ □ issue from 100,000,000 to an unlimited number of Common shares. 8. To Approve Share Consolidation For Against To approve a consolidation of the Common shares of the Company on the basis of up to thirty (30) pre□ □ consolidated Common shares for one (1) post-consolidated Common share, as described in the accompanying Information Circular. 9. Approve Delisting from the TSXV and Listing on the CSE For Against To consider and if thought fit, pass an ordinary resolution of minority Shareholders authorizing and □ □ assigning discretion to the directors of the Company to delist the Company’s listed securities from the TSX Venture Exchange and to list the Company’s listed securities on the Canadian Securities Exchange, as more fully set forth in the accompanying Information Circular.

STAMPER OIL & GAS CORP.

10. Other Matters

To transact such other business that may be brought properly before the Meeting and any adjournment or postponement of the Meeting.

For Against □ □

Authorized Signature(s) – This section must be Signature(s) completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Print Name(s) & Signing Capacity(ies), if applicable

__________ Date (MM-DD-YY) THIS PROXY MUST BE DATED