Sherpa II plans drilling at Bakar, arranges financing

Mr. Thomas O'Neill reports SHERPA II ANNOUNCES BAKAR DRILL PROGRAM AND NON-BROKERED PRIVATE PLACEMENT Sherpa II Holdings Corp. has provided plans for a drill program at its Bakar property. The company is also undertaking a non-brokered private placement for aggregate gross proceeds of up to $500,000 by the sale of approximately 740,741 units at a price of 13.5 cents per unit and approximately 2,666,667 flow-through units at a price of 15 cents per flow-through unit. Bakar drill program The company has secured its exploration permit and plans to drill a total of 800 metres across two drill holes to test the EC target for copper porphyry mineralization. Upon completion of the offering, the company plans to mobilize for drilling in late October, 2025. Thomas O'Neill, chief executive officer of Sherpa II, commented: "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." Private placement Each unit will consist of one common share in the capital of the company and one-half of one common share purchase warrant. Each flow-through unit will consist of one flow-through common share in the capital of the company and one-half of one warrant. Each warrant will entitle the holder thereof to purchase one additional common share at an exercise price of 25 cents for a period of 24 months from the closing of the offering. The flow-through shares will qualify as flow-through shares as defined in the Income Tax Act (Canada). The company will use an amount equal to the gross proceeds received by the company from the sale of the flow-through units to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as both terms are defined in the tax act related to the company's Bakar property, located in northern Vancouver Island, on or before Dec. 31, 2026, and will renounce all the qualifying expenditures in favour of the subscribers of the flow-through units effective Dec. 31, 2025. The gross proceeds from the sale of the units will be used for working capital purposes. The offering is expected to close on or about Oct. 10, 2025. The securities issued under the offering will be subject to a four-month-and-one-day hold period from the closing date in accordance with applicable securities laws. Closing of the offering is subject to the receipt of all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange. Participation by insiders of the company in the offering will be considered a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company will be exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with the insiders' participation in the offering in reliance of sections 5.5(b) and 5.7(1)(a) of MI 61-101. A material change report will be filed in connection with the participation of insiders in the offering less than 21 days in advance of the closing of the offering, which the company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and to complete the offering in an expeditious manner. About Sherpa II Holdings Corp. Sherpa II Holdings is a Canadian junior mineral exploration company with an agreement to acquire the remaining approximately 25 per cent of the Bakar property such that, following acquisition, the company will own a 100-per-cent interest in the Bakar property located on northern Vancouver Island, British Columbia. Acquisition of the remaining approximately 25 per cent of the Bakar property remains subject to usual closing conditions, including acceptance by the TSX-V and completion of the offering. We seek Safe Harbor.