Mr. Thomas O'Neill reports

SHERPA ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

Sherpa II Holdings Corp. is undertaking a non-brokered private placement for aggregate gross proceeds of up to $125,000, by the sale of 3,125,000 units at a price of four cents.

Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional common share at an exercise price of five cents for a period of 36 months from the closing of the offering.

The net proceeds from the sale of the units will be used to cover general and administrative costs as detailed in the attached table.

The figures in the attached table are estimates only, and there may be circumstances in which the company is required to reallocate proceeds of the offering based on the operational needs of the company.

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 approval of the TSX Venture Exchange.

Participation by insiders of the company in the offering will be considered a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. 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.

About Sherpa II Holdings Corp.

Sherpa II Holdings is a Canadian junior mineral exploration company with a majority interest in the Bakar claims located in northwestern Vancouver Island, B.C., and a 100-per-cent undivided interest in all technical data relating to the Bakar claims.

We seek Safe Harbor.