Stearman Resources to Amend Warrants

STEARMAN

RESOURCES INC.

STEARMAN RESOURCES TO AMEND WARRANTS

VANCOUVER, BRITISH COLUMBIA – September 10, 2024 – Stearman Resources Inc .

(CSE:STMN) (“Stearman” or the “Company”) announces that it intends, effective September 30,

2024, to extend the expiry date of an aggregate of 6,000,000 outstanding common share purchase

warrants (the “Warrants”) to September 30, 2025, subject to acceleration provisions described

below (“Acceleration Provisions”) and further amend the exercise price of the Warrants to $0.06

(the “Warrant Amendments”).

Pursuant to Canadian Securities Exchange (“CSE”) policy, a maximum of 10% of the total number

of warrants may be repriced for insiders holding warrants, and as two directors and officers of the

Company collectively hold 1,200,000 Warrants, half of the Warrants held by each shall be repriced

and the other half shall retain their $0.10 exercise price. Pursuant to CSE policies, those Warrants

to be repriced shall be subject to an acceleration provision (the “Acceleration Provision”) whereby

if for any 10 consecutive trading days, the closing price of the Company’s Shares exceeds $0.075,

then the subject Warrants will expire at 5:00 pm (Vancouver time) on the date that is 37 days from

the end of the 10-day period (the “Accelerated Expiry Time”). In such instances, all Warrants that

are not exercised prior to the Accelerated Expiry Time will expire at the Accelerated Expiry Time.

As two directors and officers hold Warrants, the Warrant Amendment s are considered to be a

“related party transaction” as defined under 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 approval requirements found in Sections 5.5(a)

and 5.7(1)(a) of MI 61 -101, as the fair market value of the Warrant Amendment, insofar as it

involves the two dir ectors and officers, is not more than 25% of the Company’s market

capitalization.

On Behalf of the Company

Howard Milne, Chief Executive Officer

For further information, please contact Howard Milne, CEO at 604-377-8994 email [email protected]

Forward Looking Statements: This press release may contain “forward‐looking information or statements”

within the meaning of Canadian securities laws, which may include, but are not limited to statements

relating to its future business plans. All statements in this release, other than statements of historical facts,

that address events or developments that the Company expects to occur, are forward -looking statements.

Forward-looking statements are statements that are not historical facts and are generally, but not always,

identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”,

“potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or

“should” occur. Although the Com pany 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 from those in the forward -looking statements. Such forwa rd-looking

information reflects the Company’s views with respect to future events and is subject to risks, uncertainties

and assumptions. The Company does not undertake to update forward‐looking statements or forward‐

looking information, except as required by law.

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The CSE has neither approved nor disapproved the contents of this press release. Neither the CSE nor its

regulation services provider accepts responsibility for the adequacy or accuracy of this release.