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

Vancouver, British Columbia--(Newsfile Corp. - September 15, 2025) - Sherpa II Holdings Corp. (TSXV: SHRP) (the "Company" or "Sherpa II") is pleased to announce plans for a drill program at its Bakar Property and that it is undertaking a non-brokered private placement (the "Offering") for aggregate gross proceeds of up to $500,000, by the sale of approximately 740,741 units ("Units") at a price of $0.135 per Unit and approximately 2,666,667 flow-through units ("FT Units") at a price of $0.15 per FT 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, CEO 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 (a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each FT Unit will consist of one flow-through common share in the capital of the Company (a "FT Share") and one-half of one Warrant. Each Warrant will entitle the holder thereof to purchase one additional Common Share at an exercise price of $0.25 for a period of 24 months from the closing of the Offering (the "Closing Date"). The FT Shares will qualify as "flow-through shares" as defined in the Income Tax Act (Canada) (the "Tax Act").

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 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 Offering is expected to close on or about October 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 ("Insiders") in the Offering will be considered a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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.

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 timing for closing of the Offering, the timing of the Bakar drill program, that the Bakar Property is well positioned for a possible copper porphyry discovery, the receipt of regulatory approvals, the use of proceeds from the Offering and the Company's acquisition of the remaining approximate 25% of the Bakar Property. 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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