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GoldHills Holdings Signs a Definitive Agreement to Acquire a 100% Interest in the Siguri Gold Project in Central Guinea

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Vancouver, British Columbia--(Newsfile Corp. - July 7, 2021) - GoldHills Holdings Ltd. (TSXV: GHL) (OTCQB: GODZF) (FSE: GRYA) ("Goldhill" or the "Company") is pleased to announce it has signed a share exchange agreement with Sun & Sand Mine and Mineral Trading DMCC. ("Sun & Sand") dated June 29, 2021 as amended July 6, 2021 (as amended, the "Definitive Agreement"), for the acquisition of a 100% interest in its gold focused Siguiri Property (the "Siguiri Gold Property") located in in Guinea, West Africa (the "Transaction").

Highlights of the Transaction:

• Gold project is complemented by a seasoned international team led by Sergei Stetsenko.
• 175 km2 land package contiguously located 35 km southwest of Anglo Ashanti's Siguiri gold mine.

The Transaction

Under the terms of the Definitive Agreement, Goldhills has agreed to acquire all of the issued and outstanding shares of Sun & Sand Mining & Metals Guinea SA ("SS Guinea"), which holds a 100% interest in the Siguiri Gold Property and, in consideration of which, Goldhills will issue to Sun & Sand or its delegates, a total of 18,142,838 common share of Goldhills. Upon completion of the Transaction, SS Guinea will become a wholly-owned subsidiary of Goldhills.

The Company currently has 18,513,073 common shares issued and outstanding. Upon closing of the Transaction, the Company anticipates it will have a minimum of 36,655,911 common shares issued and outstanding.

The Transaction is subject to TSX Venture Exchange approval and other commercially reasonable conditions for the Transaction. The Transaction will constitute an arm's-length transaction.

Further information will be set forth in a subsequent news release and in associated documents to be filed on www.sedar.com.

The Siguri Gold Project

The Siguiri Gold Project is a gold exploration property wholly owned by Sun & Sand Mining & Metals SA. The property consists of two contiguous blocks covering a total area of 175 km2 located in Siguiri and 35km southwest of the Anglo Gold Ashanti Siguiri gold mine. The Siguri region has a record of historic production dating back to the 13th century.and is one of the first - gold producing regions in west Africa. The reader is cautioned that resources that exist on adjacent properties (including the Anglo Ashanti's Siguiri gold mine) is not necessarily indicative of potential on the Siguiri Gold Property.

About Goldhills

GoldHills Holding Ltd. ("Goldhills") is a Canadian exploration company listed on the TSX Venture Exchange. Goldhills' strategy is to generate or acquire early-stage precious metals exploration opportunities and advance them through direct exploration by our experienced team or by business partnerships and joint venture arrangements focuses on sourcing production and near-term production mining opportunities.

On behalf of the Board of Directors:
Sergei Stetsenko
CEO and Director

For further information contact:
Telephone +16046307296
Website 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.

Information set forth in this news release contains forward-looking statements. These statements relate to the completion of the Transaction, the expectations relating to officers, directors and insiders of Goldhills, among others, reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Goldhills cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Goldhills' control. Such factors include, among other things: risks and uncertainties relating to Goldhills' ability to complete the proposed Transaction; and other risks and uncertainties. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Goldhills undertakes no obligation to publicly update or revise forward-looking information.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements. There can be no assurance that the transaction will be completed as proposed or at all.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

A halt in trading shall remain in place until after the Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/89668