Goldhills Holding Ltd. Closes Debt Settlements
Rhea-AI Summary
Goldhills Holding (TSXV:GHL, OTC Pink:GODZF, FSE:GRYA) closed previously announced debt settlements by issuing 2,020,660 common shares at $0.05 per share to settle $101,033 of indebtedness, compared with an earlier proposal to settle $158,133 through 3,162,660 shares. These shares are subject to a four‑month statutory hold period.
Goldhills also settled two loan agreements with director Steven Sangha, totaling $45,000 at 6% annual interest and 12‑month terms, as part of the settlements. The transactions are related party dealings under MI 61‑101, with the company relying on valuation and minority‑approval exemptions as the fair market value is below 25% of its market capitalization.
Sangha acquired 920,660 shares for $46,033, increasing his holdings from 3,744,507 shares (10.9%) to 4,665,167 shares (12.8%) of Goldhills on a non‑diluted basis.
Positive
- $101,033 of debt eliminated via equity issuance at $0.05
- Director invested $46,033, lifting stake to 12.8% of shares
- Related‑party deal within 25% market‑cap threshold, enabling MI 61‑101 exemptions
Negative
- Shareholder dilution from issuing 2,020,660 new common shares
- Director ownership concentration increased from 10.9% to 12.8%
AI-generated analysis. How Rhea-AI works. Not financial advice.
Vancouver, British Columbia--(Newsfile Corp. - August 4, 2026) - Goldhills Holding Ltd. (TSXV: GHL) (OTC Pink: GODZF) (FSE: GRYA) ("Goldhills" or the "Company") announces that the Company has closed its previously announced debt settlements (see press release dated July 2, 2026) (the "Debt Settlements"), issuing 2,020,660 common shares at a price of
The Company also announces that it entered into two loan agreements with Steven Sangha, a director of the Company (the "Loan Agreements"). The first loan agreement is dated October 16, 2025, pursuant to which Mr. Sangha loaned
The above-described Loan Agreements and Debt Settlements constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as the Loan Agreements were provided by a related party to the Company and all common shares from the Debt Settlements were 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 Loan Agreements and Debt Settlements does not exceed
Investment by Steven Sangha
Steven Sangha, of 10460 Granville Ave, Richmond BC V6Y 1R4, acquired 920,660 common shares for consideration of
Immediately prior to the closing of the debt settlement, Sangha beneficially owned or controlled 3,744,507 Shares directly which represented approximately
Immediately following the closing of the debt settlement, Sangha beneficially owned or controlled 4,665,167 Shares directly which represented approximately
The securities of the Company held by Sangha are held for investment purposes. Sangha has a long-term view of the investment and may acquire additional securities of the Company either on the open market, through private acquisitions or as compensation or sell the securities on the open market or through private dispositions in the future depending on market conditions, general economic and industry conditions, the Company's business and financial condition, reformulation of plans and/or other relevant factors.
A copy of Sangha's early warning report will appear on the Company's profile on SEDAR+ and may also be requested by mail to Goldhills Holding Ltd., 400 - 837 West Hastings St., Vancouver, BC V6C 3N6, Attention: Steven Sangha or phone at (604) 630-8746.
Goldhills Holding Ltd.
Sergei Stetsenko
CEO and Director
Phone: +971 50 280 6737
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.
Forward-looking Information Cautionary Statement
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities laws. 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 of management as of 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.sedarplus.ca.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/307899