Goldhills Closes Oversubscribed Proposed Private Placement Offering

Vancouver, British Columbia--(Newsfile Corp. - February 28, 2022) -  Goldhills Holding Ltd. (TSXV: GHL) (OTCQB: GODZF) (FSE: GRYA) (the "Company") is pleased to announce that, subject to receipt of final approval from the TSX Venture Exchange, the Company has closed its previously announced oversubscribed private placement financing (see news release dated January 25, 2022) by issuing 2,850,000 units (each a "Unit") at a price $0.25 per Unit for total proceeds of $712,500 (the "Offering").

Each Unit consists of one common share (a "Share") and one half of one whole share purchase warrant (each whole warrant a "Warrant"). Each Warrant will entitle the holder to purchase one Share at a price of $0.40 per Share for a two-year term. The Warrant term may be accelerated at the Company's option if the average closing price of the Company's common shares exceeds $0.60 for twenty consecutive trading days. Such accelerated expiry date would be 10 business days following announcement of the accelerated expiry date.

All securities issued in connection with the Offering will be subject to a four‐month statutory hold period. The Company will pay a $16,000 finder's fee in connection with this Offering.

The proceeds of the offering will be used in accordance with its budget for the next 6 months in connection with the acquisition of Siguiri Gold Project which includes mineral exploration as well as general working capital purposes.

Certain directors of the Company acquired 400,000 Units pursuant to the Offering (the "Insider Participation"). The Insider Participation will be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Insider Participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related parties did not exceed 25% of the Company's market capitalization.

This news release does not constitute an offer to sell, or solicitation of an offer to buy, nor will there be any sale of any of the securities offered in any jurisdiction where such offer, solicitation or sale would be unlawful, including the United States of America. The securities being offered as part of the Financing have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and any applicable state securities laws, or pursuant to available exemptions therefrom.

Goldhills Holding Ltd.
Sergei Stetsenko
CEO and Director
Phone: +380673522641

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.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of, nor a solicitation for offers to buy, any securities in the United States.

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