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.

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

The securities of the Company held by Sangha are held for investment purposes. 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.

A copy of Sangha's early warning report will appear on the Company's profile on SEDAR+ and may also be requested by mail to Goldhills Holding Ltd., 400 - 837 West Hastings St., Vancouver, BC V6C 3N6, Attention: Steven Sangha or phone at (604) 630-8746.

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 historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities laws. 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 of management as of the date the statements are made, and are subject 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 not 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.sedarplus.ca.

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