Mr. Sergei Stetsenko reports
GOLDHILLS HOLDING LTD ANNOUNCES PROPOSED DEBT SETTLEMENT
Goldhills Holding Ltd. has proposed to settle outstanding indebtedness totalling $158,133 through the issuance of 3,162,660 common shares at a price of five cents per share. 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 Transactions) 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 per cent 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.
We seek Safe Harbor.
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