Sherpa II Holdings Corp. announced a non-brokered private placement of up to 1,500,000 at a price of CAD 0.08 per unit for gross proceeds of CAD 120,000 and up to 3,500,000 flow-through units at a price of CAD 0.10 per flow-through units for gross proceeds of CAD 350,000 for an aggregate gross proceeds of up to CAD 470,000 on November 10, 2021.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 non-flow through common Share at an exercise price of CAD 0.12 for a period of 24 months from the closing of the transaction. Each flow-through unit will consist of one flow-through common share in the capital of the Company and one common share purchase warrant. Each flow-through Warrant will entitle the holder thereof to purchase one additional non-flow through Common Share at an exercise price of CAD 0.15 for a period of 24 months from the Closing Date. The flow-through shares will qualify as "flow-through shares" as defined in the Income Tax Act (Canada). The Transaction is expected to close on or about November 19, 2021, and is subject to certain closing conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the conditional acceptance of the TSX Venture Exchange. The securities issued under the Offering will be subject to a four-month hold period from the Closing Date in accordance with applicable securities laws.