Mr. Sergei Stetsenko reports

GOLDHILLS HOLDING LTD. CLOSES DEBT SETTLEMENTS

Goldhills Holding Ltd. has closed its previously announced debt settlements (see press release dated July 2, 2026), issuing 2,020,660 common shares at a price of five cents 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 first loan agreement is dated Oct. 16, 2025, pursuant to which Mr. Sangha loaned $20,000 to the company. The second loan agreement is dated Jan. 26, 2026, pursuant to which Mr. Sangha loaned $25,000 to the company. The loan agreements were for a 12-month term and accrued interest at a rate of 6 per cent 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, 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 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

Investment by Steven Sangha

Mr. Sangha, of 10460 Granville Ave., Richmond, B.C., 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, Mr. Sangha beneficially owned or controlled 3,744,507 shares directly which represented approximately 10.9 per cent of the issued and outstanding shares on a non-diluted basis.

Immediately following the closing of the debt settlement, Mr. Sangha beneficially owned or controlled 4,665,167 shares directly which represented approximately 12.8 per cent of the issued and outstanding shares on a non-diluted basis.

The securities of the company held by Mr. Sangha are held for investment purposes. Mr. Sangha has a long-term view of the investment and may acquire additional securities of the company either on the open market, through private acquisitions or as compensation or sell the securities on the open market or through private dispositions in the future depending on market conditions, general economic and industry conditions, the company's business and financial condition, reformulation of plans, and/or other relevant factors.

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