Sherpa II Holdings Corp. Announces Conditional Acceptance of Qualifying Transaction and Filing of Filing Statement

VANCOUVER, BC, Dec. 15, 2020 /CNW/ - Sherpa II Holdings Corp. (the "Company" or "Sherpa") (TSXV: SHRP.P) is pleased to announce that the TSX Venture Exchange (the "Exchange") has granted conditional acceptance of the Company's previously announced Qualifying Transaction, as such term is defined under the Exchange Policy 2.4 – Capital Pool Companies, comprised of the acquisition of an 80% undivided interest in eight mineral claims (the "Bakar Claims") located in northwestern Vancouver Island, British Columbia and a 100% undivided interest in all technical data relating to the Bakar Claims (the "Transaction"). As consideration for the Transaction, the Company (a) will pay $50,000 in cash, and (b) will issue 1,000,000 common shares of the Company. For additional information about the Transaction, please see the Company's news releases dated August 18, 2020, September 16, 2020 and September 24, 2020 and the filing statement of the Company dated December 15, 2020 (the "Filing Statement"), which are available at www.sedar.com.

The Company will issue a further news release announcing the closing of the Transaction and the date on which trading in the common shares of the Company (the "Common Shares") will resume on the Exchange. Trading in the Common Shares will remain halted pending completion of the Transaction and the issuance of the final Exchange bulletin in respect of the Transaction (the "Final Exchange Bulletin").

Following completion of the Transaction, it is anticipated that the Company will be listed on the Exchange as a Tier 2 mining issuer under the name "Sherpa II Holdings Corp." and under the ticker symbol "SHRP". Closing of the Transaction remains subject to the satisfaction of customary closing conditions. There can be no assurance that the Transaction will be completed as proposed or at all. Issuance of the Final Exchange Bulletin, and the resumption of trading on the Exchange, remains subject to the completing of customary filings required by the policies of the Exchange.

Description of the Property

The Bakar Claims consist of eight unpatented mineral claims covering 15,686.88 hectares. The Bakar Claims are located in northwestern Vancouver Island near the town of Holberg, British Columbia, Canada. Surface rights and permitting have yet to be completed to allow for further in-depth investigations. Based on the geological setting (i.e. within the sub-aerial Karmutsen volcanic and sedimentary sequence), and the copper-silver mineralogy assemblages and styles, the Bakar Claims are classified as a redbed copper-silver prospect. Additional information about the Bakar Claims may be obtained from the technical report entitled "NI 43-101 Technical Report on the Bakar Property, Northern Vancouver Island, British Columbia, Canada" with an effective date of October 6, 2020 which has been filed on Sherpa's SEDAR profile at www.sedar.com.

About the Company

Upon closing of the Transaction, Sherpa II Holdings Corp. will be a Canadian junior mineral exploration company with an 80% undivided interest in the Bakar Claims located in northwestern Vancouver Island, British Columbia and a 100% undivided interest in all technical data relating to the Bakar Claims.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This news release contains certain forward-looking statements, including statements about 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. Such factors include, among other things: risks and uncertainties relating to the Company's ability to complete the proposed Qualifying Transaction and the resumption of trading in the Common Shares. 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. These forward- looking statements are made as of the date of this news release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

SOURCE Sherpa II Holdings Corp.

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