Goldhills Closes Oversubscribed Proposed Private Placement Offering

GOLDHILLS CLOSES OVERSUBSCRIBED PROPOSED PRIVATE PLACEMENT OFFERING

Vancouver, BC/ February 28, 2022 Goldhills Holding Ltd. (TSX-V:GHL) OTCQB: GODZF. GRYA:

Frankfurt (the "Company") is pleased to announce that, subject to receipt of final approval from the TSX

Venture Exchange, the Company has closed its previously announced oversubscribed private placement

financing (see news release dated January 25, 2022) by issuing 2,850,000 units (each a “Unit”) at a price

$0.25 per Unit for total proceeds of $712,500 (the “Offering”).

Each Unit consists of one common share (a “Share”) and one half of one whole share purchase warrant

(each whole warrant a “Warrant”). Each Warrant will entitle the holder to purchase one Share at a price

of $0.40 per Share for a two-year term. The Warrant term may be accelerated at the Company’s option

if the average closing price of the Company’s common shares exceeds $0.60 for twenty consecutive

trading days. Such accelerated expiry date would be 10 busi ness days following announcement of the

accelerated expiry date.

All securities issued in connection with the Offering will be subject to a four‐month statutory hold period.

The Company will pay a $16,000 finder’s fee in connection with this Offering.

The proceeds of the offering will be used in accordance with its budget for the next 6 months in connection

with the acquisition of Siguiri Gold Project which includes mineral exploration as well as general working

capital purposes.

Certain directors of the Company acquired 400,000 Units pursuant to the Offering (the “Insider

Participation”). The Insider Participation will be considered to be a “related party transaction” as defined

under Multilateral Instrument 61-101 (“MI 61-101”). The Insider Participation is exempt from the formal

valuation and minority share holder approval requirements of MI 61 -101 by virtue of the exemption

contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the

minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section

5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related

parties did not exceed 25% of the Company’s market capitalization.

This news release does not constitute an offer to sell, or solicitation of an offer to buy, nor will there be

any sale of any of the securities offered in any jurisdiction where such offer, solicitation or sale would be

unlawful, including the United States of America. The securities being offered as part of the Financing

have not been, and will not be, registered under the United States Securities Act of 1933, as amended

(the "U.S. Securities Act"), or any state securities laws, and accordingly may not be offered or sold in the

United States except in compliance with the registration requirements of the U.S. Securities Act and any

applicable state securities laws, or pursuant to available exemptions therefrom.

Goldhills Holding Ltd.

Sergei Stetsenko

CEO and Director

Phone: +380673522641

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in

the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy

of this release.

Forward-looking Information Cautionary Statement

Except for statements of historic fact, this news release contains certain “forward -looking information” within the

meaning of applicable securities law. Forward -looking information is frequently characterized by words such as

“plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that

certain events or conditions “may” or “will” occur. Forward -looking statements are based on the opinions and

estimates at the date the statements are made, and are su bject to a variety of risks and uncertainties and other

factors that could cause actual events or results to differ materially from those anticipated in the forward -looking

statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the TSX-

V. There are uncertainties inherent in forward-looking information, including factors beyond the Company’s control.

There are no assurances that the business plans for the Company as described in this news release will come into

effect on the terms or time frame described herein. The Company undertakes no obligation to update forward -

looking information if circumstances or management’s estimates or opinions should change except as required by

law. The reader is cautioned n ot to place undue reliance on forward -looking statements. Additional information

identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with

Canadian securities regulators, which are available at www.sedar.com.

The securities referred to in this news release have not been, nor will they be, registered under the United States

Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account

or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration

requirements. This release does not constitute an offer for sale of, nor a solicitation for offers to buy, any securities

in the United States.