Kestrel Gold Inc.

Kestrel Gold Inc.

April 05, 2017 16:34 ET

Kestrel Gold Inc. Announces Closing of Private Placement and Grant of Options

CALGARY, ALBERTA--(Marketwired - April 5, 2017) - Mr. Kevin Nephin, President and CEO of Kestrel Gold Inc. (the "Corporation" or "Kestrel") (TSX VENTURE:KGC) is pleased to announce that the Corporation has closed its non-brokered private placement (the "Private Placement") of 16,666,666 units of the Corporation (the "Units") at a price of $0.03 per Unit, for gross proceeds of $500,000. Each unit consists of one common share ("Common Share") and one common share purchase warrant ("Warrant"), each Warrant entitling the holder to purchase one common share of the Corporation (the "Warrant Share") at a price of $0.05 per Warrant Share, at any time until April 3, 2020. The Common Shares and Warrants are subject to a statutory four month hold period, which expires August 5, 2017. Finder's fees were paid in cash in the amount of 10% of the gross proceeds in relation to some of the Units sold in the Private Placement.

In that three directors of the Corporation participated in the private placement, the private placement is a "related party transaction" within the meaning of TSX Venture Exchange Policy 5.9 which has adopted Multilateral Instrument 61-101 ("MI 61-101"), which in turn requires the Corporation to obtain "minority approval" of the Corporation's shareholders of the related party transaction unless there is an exemption from such requirement. The Corporation is relying on the exemption in Section 5.7(b) of MI 61-101 on the basis that the fair market value of the securities distributed to related parties was less than $2,500,000.

The proceeds of the private placement will be used to carry out an exploration program on the King Solomon Dome project located in the Yukon, to pay for the next six months operating costs, for legal fees and to repay loans, in the amount of $145,000 made by two of the Corporation's directors to sustain the Corporation.

The Corporation also announces that it has granted to directors and officers, and a consultant to the Corporation, options to purchase in the aggregate 4,400,000 Common Shares at an exercise price of $0.05 per share, which options will expire on April 4, 2022.

About Kestrel Gold Inc.

Kestrel Gold Inc. is a gold exploration corporation headquartered in Canada. Kestrel's principal property is the King Solomon Dome property, located in the Dawson Mining District, Yukon Territory, Canada.

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.

This press release contains forward-looking information within the meaning of applicable securities laws. Such information includes, without limitation, information regarding the anticipated use of proceeds of the private placement. Although the Corporation believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking information is typically identified by words such as " believe", "expect", anticipate", "intend", "estimate" and similar expressions, or are those, which, by their nature, refer to future events. The Corporation cautions investors that any forward-looking information provided by the Corporation are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking information as a result of various factors, including, but not limited to, the state of the financial markets for the Corporation's equity securities; the state of the market for minerals that may be produced; market volatility; variations in the nature, quality and quantity of mineral deposits that may be located; the Corporation's ability to obtain any necessary permits, consents or authorizations required for its activities; the Corporation's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks associated with the exploration and development of mineral properties.

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