Goldhills Holding Ltd. Announces Non-Brokered Private Placement of up to $500,000

Goldhills Holding Ltd. (GHL) announced a non-brokered private placement of up to 10,000,000 units at $0.05 per unit, targeting gross proceeds of up to $500,000. Each unit comprises one common share and one common share purchase warrant. The warrants carry a $0.07 exercise price and are exercisable for 24 months from issuance.

Net proceeds are designated for mineral exploration and general working capital. Closing is contingent upon TSX Venture Exchange approval and standard regulatory conditions. The offering includes a four-month statutory hold period and allows participation by directors and officers, classifying it as a related party transaction under MI 61-101. Finder's fees may be paid in cash and/or securities per TSXV policies.

Goldhills Holding Ltd. (GHL) has completed a $500,000 placement, a direct follow-up to its May 2026 $150,000 private placement and the August 2026 debt settlement. The transaction confirms a pattern of survival financing, a move deemed necessary given the company’s $19,894 cash balance and $573,291 working capital deficit to avoid immediate insolvency.

The financing introduces no new operational catalysts, revenue streams, or strategic partnerships, serving only to extend the cash runway by a few months. The dilutive impact is moderate but is compounded by the issuance of 10,000,000 warrants at a $0.07 strike, which will create additional overhang if exercised. The related party nature of the transaction underscores management's reliance on internal capital rather than external institutional interest.

Goldhills Holding Ltd. is a pre-revenue exploration company focused on precious metals. Its flagship project is the Lennac Lake Property in British Columbia, where the company holds an option to acquire a 100% interest and has secured a multi-year drilling permit, with active exploration planned.

The company also holds the Siguiri Gold Property in Guinea as a legacy asset. This property is fully impaired due to license access issues, with $4.31M in impairment charges recognized. No exploration can occur until the license status is resolved.

Financially, the company reported zero revenue and a comprehensive loss of $55,521 for the nine months ended April 30, 2026. An explicit going concern risk was disclosed in the MD&A.