Mr. Sergei Stetsenko reports

GOLDHILLS HOLDING LTD. CLOSES $500,000 NON-BROKERED PRIVATE PLACEMENT

Goldhills Holding Ltd. has closed its non-brokered private placement announced on Oct. 15, 2026, issuing 10 million units of the company at a price of five cents per unit for gross proceeds of $500,000.

Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of seven cents for a period of 24 months from the date of issuance.

The warrants are subject to exercise limitations. A holder may not exercise warrants to the extent that, after the exercise, the holder (together with its joint actors, affiliates and associates) would beneficially own more than 9.99 per cent of the outstanding common shares, unless the holder has given the company 61 days of prior written notice. A holder may not exercise warrants above 19.99 per cent of the outstanding common shares without 61 days of prior written notice, disinterested shareholder approval and, if required, the acceptance of the TSX Venture Exchange.

The company intends to use the net proceeds of the offering for mineral exploration on its Lennac Lake copper-molybdenum porphyry project and for general working capital purposes. No finders' fees were paid in connection with the offering.

All securities issued under the offering are subject to a statutory hold period expiring on March 6, 2027, in accordance with applicable securities laws and the policies of the TSX-V. The offering remains subject to the final acceptance of the TSX-V.

Related party participation

Dr. Steven Sangha, a director of the company, acquired 3,898,000 units under the offering for $194,900. His participation is a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a), as the company is not listed on a specified market and neither the fair market value of the securities issued to, nor the consideration paid by, the related party exceeds 25 per cent of the company's market capitalization. The offering was approved by the company's directors, with Dr. Sangha abstaining. The company did not file a material change report more than 21 days before closing because the details of the related party's participation were not settled until shortly before closing and the company wished to close the offering on an expedited basis for sound business reasons.

Early warning disclosure -- Dr. Sangha

Dr. Sangha, of Suite 3000, 329 Howe St., Vancouver, B.C., V6C 3N2, Canada, a director of the company, acquired 3,898,000 units at a price of five cents per unit, for total consideration of $194,900, under the offering on Nov. 5, 2026. The units were acquired from treasury in a transaction that did not take place on a stock exchange or other published market.

Immediately prior to the closing of the offering, Dr. Sangha beneficially owned or controlled 4,632,660 common shares and 948,053 stock options of the company, representing approximately 12.70 per cent of the issued and outstanding common shares on a non-diluted basis and, assuming the exercise of his options, approximately 14.91 per cent on a partially diluted basis.

Immediately following the closing of the offering, Dr. Sangha beneficially owns or controls 8,530,660 common shares, 948,053 options and 3,898,000 warrants, representing approximately 18.36 per cent of the issued and outstanding common shares on a non-diluted basis, and, assuming the exercise of his options, approximately 19.99 per cent on a partially diluted basis.

The warrants are subject to the exercise limitations described above. Because Dr. Sangha's beneficial ownership on closing exceeds 9.99 per cent, none of his warrants may be exercised unless he first gives the company 61 days of prior written notice, and warrants may not be exercised above 19.99 per cent without 61 days of notice, disinterested shareholder approval and, if required, TSX-V acceptance. Accordingly, the warrants are not exercisable within 60 days and are not included in the partially diluted figures above. If all of Dr. Sangha's options and warrants were exercised, disregarding the exercise limitations, he would hold approximately 26.07 per cent of the issued and outstanding common shares.

Dr. Sangha acquired the units for investment purposes. Dr. Sangha has a long-term view of his investment in the company and may, depending on market and other conditions, acquire additional securities of the company, or dispose of some or all of the securities he holds, in the future.

A copy of Dr. Sangha's early warning report will be filed on the company's profile on SEDAR+ and may also be requested by mail to Goldhills Holding, Suite 3000, 329 Howe St., Vancouver, B.C., V6C 3N2, Canada, or by phone at 604-630-8746.

About Goldhills Holding Ltd.

Goldhills Holding is a mineral exploration company. The company holds an option to acquire a 100-per-cent interest in the Lennac Lake copper-molybdenum porphyry project, located in the Omineca mining division of central British Columbia.

We seek Safe Harbor.