Sherpa II Announces Bakar Drill Program and Non-Brokered Private Placement

Executive Summary

• Sherpa II Holdings Corp. announced a non‑brokered private placement to raise up to $500,000 through the sale of Units and flow‑through Units.
• The company plans an 800‑metre drill program (two holes) at its Bakar Property targeting copper porphyry mineralization, with mobilization slated for late October 2025.
• Proceeds will be allocated to eligible Canadian exploration expenses for the Bakar Property and working capital, with closing expected around October 10, 2025.

Key Details

• Offering Structure:
• ~740,741 Units at $0.135 per Unit (each Unit = 1 common share + ½ warrant).
• ~2,666,667 Flow‑Through Units at $0.15 per FT Unit (each FT Unit = 1 flow‑through share + ½ warrant).
• Total Gross Proceeds: Up to $500,000.
• Warrant Terms: Each warrant allows purchase of one additional common share at an exercise price of $0.25, exercisable for 24 months from the closing date.
• Use of Proceeds:
• FT Unit proceeds → eligible Canadian exploration expenses (flow‑through mining expenditures) for Bakar Property, to be renounced to subscribers by Dec 31, 2025; spend by Dec 31, 2026.
• Unit proceeds → general working capital.
• Closing Timeline: Expected on or about Oct 10, 2025, subject to regulatory approvals and TSX‑V acceptance.
• Holding Period: Securities subject to a four‑month‑plus‑one‑day hold period from closing per securities law.
• Drill Program Details:
• Permit secured for Bakar Property (northern Vancouver Island).
• Plan to drill 800 m total across two holes to test the EC Target for copper porphyry mineralization.
• Mobilization targeted for late Oct 2025 after offering closes.
• Related Party Transaction: Insiders may participate; exempt from formal valuation/minority approval under MI 61‑101 sections 5.5(b) and 5.7(1)(a). Material change report to be filed ≤21 days before closing.
• Regulatory Notes: Offering not registered in the U.S.; subject to TSX‑V acceptance; securities laws compliance required.

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