Sherpa II plans drilling at Bakar, arranges financing

Executive Summary

• Sherpa II Holdings Corp. announced a non‑brokered private placement to raise up to $500,000 through the sale of ~740,741 units at $0.135 per unit and ~2,666,667 flow‑through units at $0.15 each.
• The company disclosed plans for an 800 m drill program on its Bakar property (two holes) targeting copper porphyry mineralization, with mobilization slated for late October 2025.
• Proceeds from the flow‑through units will be used to incur eligible Canadian exploration expenses on the Bakar property; proceeds from regular units will fund working capital.

Key Details

• Private Placement Structure
• ~740,741 standard units @ $0.135 per unit → gross proceeds ≈ $100,000.
• ~2,666,667 flow‑through units @ $0.15 per unit → gross proceeds ≈ $400,000.
• Each unit includes one common share + ½ warrant; each flow‑through unit includes one flow‑through share + ½ warrant.

• Warrants allow purchase of an additional common share at $0.25 exercise price for 24 months from closing.

• Use of Proceeds

• Flow‑through proceeds → eligible Canadian exploration expenses on Bakar property, to be renounced to subscribers by Dec 31 2025 (eligible expenditures incurred by Dec 31 2026).

• Standard unit proceeds → general working capital.

• Offering Timeline & Conditions

• Expected closing: on or about Oct 10 2025.
• Securities subject to a four‑month‑and‑one‑day hold period post‑closing.

• Closing contingent on regulatory approvals, including TSX Venture Exchange acceptance.

• Related Party Participation

• Insiders may participate; transaction treated as related‑party under MI 61‑101.
• Exempt from formal valuation/minority shareholder approval per sections 5.5(b) & 5.7(1)(a).

• Material change report to be filed ≤21 days before closing.

• Bakar Drill Program

• Exploration permit secured; plan to drill 800 m across two holes targeting the EC copper porphyry target.
• Mobilization scheduled for late October 2025, after private placement completion.

Notable Quotes

“We are extremely excited to start drilling at the Bakar property and properly test the EC drill targets. With proximity to the North Island project held by NorthIsle Copper and Gold and their recent drilling success, the Bakar property is well positioned for a possible copper porphyry discovery.” – Thomas O’Neill, CEO, Sherpa II Holdings Corp.