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GHL.V ·

Goldhills Holding Ltd Announces Proposed Debt Settlement

Share Capital & Compensation

GOLDHILLS HOLDING LTD ANNOUNCES PROPOSED DEBT SETTLEMENT

Vancouver, BC/ July 2, 2026 Goldhills Holding Ltd. (TSX-V:GHL OTCQB: GODZF. GRYA: Frankfurt

)(“Goldhills” or the "Company") is pleased to announce that the Company proposes to settle outstanding

indebtedness totaling $158,133 through the issuance of 3,162,660 common shares at a price of $0. 05

per share (the “Debt Settlement Shares”). All Debt Settlement Shares will be subject to a four ‐month

statutory hold period.

The above-described transaction constitutes a "related party transaction" within the meaning of

Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction ("MI 61 -

101") as all Debt Settlement Shares are being 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 Debt Settlement

Shares does not exceed 25% of the market capitalization of the Company, as determined in accordance

with MI 61-101.

Closing of the debt settlement is subject to the approval of the TSX Venture Exchange.

Goldhills Holding Ltd.

Sergei Stetsenko

CEO and Director

Phone: +971502806737

http://goldhills.co/

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.