Sherpa II closes $623,737 private placement

Executive Summary

• Sherpa II Holdings Corp. has closed a non-brokered private placement, raising aggregate gross proceeds of $623,737, an increase from the previously announced $500,000 due to additional investor demand.
• The company issued 1,568,386 regular units and 2,746,699 flow-through units, with proceeds designated for working capital and specific flow-through critical mineral exploration expenses on the Bakar property.
• The transaction is classified as a related-party transaction involving CEO Thomas O'Neill and CFO Carson Halliday, who acquired flow-through units, with closing subject to final TSX Venture Exchange approval.

Key Details

• Gross Proceeds: $623,737 (increased from $500,000).
• Units Sold:
  • 1,568,386 regular units at $0.135 per unit.
  • 2,746,699 flow-through (FT) units at $0.15 per FT unit.
• Unit Composition:
  • Each regular unit consists of one common share and one-half of one common share purchase warrant.
  • Each FT unit consists of one flow-through common share and one-half of one warrant.
• Warrant Terms:
  • Each warrant entitles the holder to purchase one additional common share.
  • Exercise price: $0.25 per share.
  • Expiration date: October 22, 2027.
• Finder’s Fees: $21,479 paid in cash.
• Finder’s Warrants: 148,103 share purchase warrants issued to arm's-length parties, exercisable on the same terms as the investor warrants.
• Use of Proceeds:
  • Proceeds from FT units: To incur eligible Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures for the Bakar property (on northern Vancouver Island) on or before December 31, 2026, with renunciation to subscribers effective December 31, 2025.
  • Proceeds from regular units: Working capital purposes.
• Hold Period: Four months and one day, expiring February 23, 2026.
• Regulatory Status: Closing is subject to final approval from the TSX Venture Exchange.
• Related-Party Transactions:
  • CEO Thomas O'Neill acquired 666,700 FT units.
  • CFO Carson Halliday acquired 33,300 FT units.
  • Exempt from formal valuation and minority shareholder approval under sections 5.5(b) and 5.7(1)(a) of Multilateral Instrument 61-101.
  • A material change report regarding insider participation will be filed fewer than 21 days in advance of closing.