Kestrel Gold Inc.

Kestrel Gold Inc.

May 18, 2017 15:31 ET

Kestrel Gold Inc. Announces Proposed Private Placement

CALGARY, ALBERTA--(Marketwired - May 18, 2017) - Mr. Kevin Nephin, President and CEO of Kestrel Gold Inc. (the "Corporation" or "Kestrel") (TSX VENTURE:KGC) announces that it proposes to offer by way of a non-brokered private placement up to 6,000,000 units ("Units") at a price of $0.10 per Unit to raise gross proceeds of up to $600,000 (the "Offering"). Each Unit is to consist of one common share and one common share purchase warrant ("Warrant"), with each Warrant entitling the holder to acquire, for a period of 24 months from the date of issue, one common share at an exercise price of $0.15 per common share. Finders' fees will be payable in cash in the amount of 8% of gross proceeds and finder's warrants equal to 8% of units sold to subscribers introduced by the finder.

Attributes of the Offering are as follows:

  • The Offering will be made pursuant to various prospectus exemptions in all jurisdictions in Canada. The exemption available to existing shareholders (the "Existing Shareholder Exemption") is only available in Alberta (ASC Rule 45-516), British Columbia (BC Instrument 45-534), Ontario (Section 2.9 of OSC Rule 45-501) and Saskatchewan (General Order 45-926). The exemption available by virtue of receipt of suitability advice from a registered investment dealer is only available in Alberta (ASC Rule 45-516), British Columbia (BC Instrument 45-536), and Saskatchewan (General Order 45-930) and in relation to same, the Corporation states that there is no material fact or material change related to the Corporation which has not been generally disclosed.
  • With regard to the Existing Shareholder Exemption, the record date for subscribers who qualify is May 17, 2017 and subscriptions will be accepted by the Corporation on a "first-come-first-served" basis.
  • There is no minimum offering and the maximum offering is 6,000,000 Units.
  • Proceeds from the Offering will be used for finders' fees of up to $48,000, for exploration activities in the amount of $315,000 and up to $237,000 for general working capital.

The Offering is subject to final TSX Venture Exchange acceptance. Common Shares and Warrants will be subject to a four-month hold period.

About Kestrel Gold Inc.

Kestrel Gold Inc. holds a 100% interest in the King Solomon's Dome project and has options to earn a 100% interest in four gold projects totaling approximately 5,700 hectares located within the Yukon portion of the Tintina Gold Belt, as well as four copper-gold projects in British Columbia, Canada, north of the Red-Chris copper-goldmine, totaling approximately 7,200 hectares. Numerous mineralized occurrences exist on these various properties and each has an excellent data base from previous work. Kestrel's proposed 2017 work programs will focus on further enhancing the value of these projects.

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 closing of the proposed private placement and 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; recent 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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