File: '\\swfile\EmailIn\20240726 082112 Attachment 240726 NR Debt Settlement GHL.docx'

GOLDHILLS HOLDING LTD ANNOUNCES PROPOSED DEBT SETTLEMENT

Vancouver, BC/ July 26, 2024 Goldhills Holding Ltd. (TSX-V:GHL OTCQB: GODZF. GRYA: Frankfurt )("Goldhills" or the "Company") is pleased to announce that it announces that the Company proposes to settle outstanding indebtedness totaling $95,000 through the issuance of 1,583,333 common shares at a price of $0.06 per share (the "Debt Settlement Shares").

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 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.sedar.com.