Sherpa II closes $623,737 private placement

Mr. Thomas O'Neill reports SHERPA CLOSES NON-BROKERED PRIVATE PLACEMENT Sherpa II Holdings Corp. has closed its previously announced non-brokered private placement for aggregate gross proceeds of $623,737 by the sale of 1,568,386 units at a price of 13.5 cents per unit and 2,746,699 flow-through units at a price of 15 cents per FT unit, an increase from the previously announced aggregate gross proceeds of $500,000, due to additional investor demand. Each unit consists of one common share in the capital of the company and one-half of one common share purchase warrant. Each FT unit consists of one flow-through common share in the capital of the company and one-half of one warrant. Each warrant entitles the holder thereof to purchase one additional common share at an exercise price of 25 cents until Oct. 22, 2027. The FT shares qualify as flow-through shares as defined in the Income Tax Act (Canada). In connection with closing the offering, the company paid finders' fees of $21,479 and issued 148,103 share purchase warrants to certain arm's-length parties which assisted in introducing subscribers to the offering. Each finder's warrant is exercisable on the same terms as the warrants. The company will use an amount equal to the gross proceeds received by the company from the sale of the FT units to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as both terms are defined in the tax act related to the company's Bakar property located on northern Vancouver Island on or before Dec. 31, 2026, and will renounce all the qualifying expenditures in favour of the subscribers of the FT units, effective Dec. 31, 2025. The gross proceeds from the sale of the units will be used for working capital purposes. The securities issued under the offering are subject to a four-month-and-one-day hold period expiring Feb. 23, 2026, in accordance with applicable securities laws. Closing of the offering is subject to the company receiving final approval from the TSX Venture Exchange. The offering is considered a related-party transaction pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) because Thomas O'Neill, the chief executive officer and director of the company, acquired 666,700 FT units, and Carson Halliday, the chief financial officer of the company, acquired 33,300 FT units, pursuant to the offering. The company was exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with the participation in the offering by Mr. O'Neill and Mr. Halliday 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 fewer 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 is a Canadian junior mineral exploration company with an agreement to acquire the remaining approximate 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 approximate 25 per cent of the Bakar property remains subject to usual closing conditions, including acceptance by the TSX Venture Exchange and completion of the offering. We seek Safe Harbor.