Vancouver, British Columbia--(Newsfile Corp. - October 22, 2025) - Sherpa II Holdings Corp. (TSXV: SHRP) (the "Company" or "Sherpa") is pleased to announce that it has closed its previously announced non-brokered private placement (the "Offering") for aggregate gross proceeds of $623,737, by the sale of 1,568,386 units ("Units") at a price of $0.135 per Unit and 2,746,699 flow-through units ("FT Units") at a price of $0.15 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 (a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each FT Unit consists of one flow-through common share in the capital of the Company (a "FT Share") and one-half of one Warrant. Each Warrant entitles the holder thereof to purchase one additional Common Share (each, a "Warrant Share") at an exercise price of $0.25 until October 22, 2027. The FT Shares qualify as "flow-through shares" as defined in the Income Tax Act (Canada) (the "Tax Act").

In connection with closing the Offering, the Company paid finders' fees of $21,479 and issued 148,103 share purchase warrants ("Finders' Warrants") to certain arms-length parties who assisted in introducing subscribers to the Offering. Each Finders' 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 (the "Qualifying Expenditures") related to the Company's Bakar Property located in northern Vancouver Island, on or before December 31, 2026, and will renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units effective December 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 February 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 ("MI 61-101") 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 Messrs. O'Neill and Halliday (together, the "Insiders") 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.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About the Company

Sherpa II Holdings Corp. is a Canadian junior mineral exploration company with an agreement to acquire the remaining approximate 25% of the Bakar Property such that, following acquisition, the Company will own a 100% interest in the Bakar Property located on northern Vancouver Island, British Columbia. Acquisition of the remaining approximate 25% of the Bakar Property remains subject to usual closing conditions, including acceptance by the TSX Venture Exchange and completion of the Offering.

FORWARD-LOOKING STATEMENTS

This news release contains certain forward-looking statements, including, but not limited to, statements with respect to the receipt of regulatory approvals, the use of proceeds from the Offering, including incurring Qualifying Expenditures and renouncing same, and the Company's future plans and intentions. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. The Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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