Mr. Thomas O'Neill reports

SHERPA CLOSES NON-BROKERED PRIVATE PLACEMENT AND GRANTS OPTIONS

On July 27, 2023, Sherpa II Holdings Corp. closed its previously announced non-brokered private placement for aggregate gross proceeds of $125,000, by the sale of 3,125,000 units at a price of four cents.

Each unit consisted 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 until July 27, 2026.

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

The securities issued under the offering will be subject to a four-month-and-one-day hold period expiring Nov. 28, 2023, 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.

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 437,500 units, Galen McNamara, a director of the company, acquired 437,500 units, and Robert Scott, a director of the company, acquired 437,500 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, Mr. McNamara and Mr. Scott 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.

Grant of options

The company has granted options to acquire a total of 500,000 common shares which are exercisable for a period of five years at a price of five cents per share to various officers, directors and consultants. The options fully vest on the day of grant.

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.

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