Goldhills Holding Ltd. Closes Debt Settlements

About this update from Goldhills Holding Ltd.

Vancouver, British Columbia--(Newsfile Corp. - August 4, 2026) - Goldhills Holding Ltd. (TSXV: GHL) (OTC Pink: GODZF) (FSE: GRYA) ("Goldhills" or the "Company") announces that the Company has closed its previously announced debt settlements (see press release dated July 2, 2026) (the "Debt Settlements"), issuing 2,020,660 common shares at a price of $0.05 per share in settlement of $101,033 of indebtedness. The previously announced proposed debt settlement contemplated the settlement of $158,133 of outstanding indebtedness through the issuance of 3,162,660 common shares. The common shares issued in connection with the Debt Settlements will be subject to a four-month statutory hold period. The Company also announces that it entered into two loan agreements with Steven Sangha, a director of the Company (the "Loan Agreements"). The first loan agreement is dated October 16, 2025, pursuant to which Mr. Sangha loaned $20,000 to the Company. The second loan agreement is dated January 26, 2026, pursuant to which Mr. Sangha loaned $25,000 to the Company. The Loan Agreements were for a twelve-month term and accrued interest at a rate of 6% per annum. The Loan Agreements were settled in connection with the above Debt Settlements. The above-described Loan Agreements and Debt Settlements constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as the Loan Agreements were provided by a related party to the Company and all common shares from the Debt Settlements were issued to related parties of the Company. The Company is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Loan Agreements and Debt Settlements does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. Investment by Steven Sangha Steven Sangha, of 10460 Granville Ave, Richmond BC V6Y 1R4, acquired 920,660 common shares for consideration of $46,033 pursuant to the Debt settlements. Immediately prior to the closing of the debt settlement, Sangha beneficially owned or controlled 3,744,507 Shares directly which represented approximately 10.9% of the issued and outstanding Shares on a non-diluted basis. Immed...

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