KGC.V · 2019-09-05 12:00:00

Kestrel GOLD Inc. Announces Closing of Private Placement

Financings

NEWS RELEASE

KESTREL GOLD INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT

September 5, 2019: Kestrel Gold Inc. ( the “Corporation”) (TSXV: KGC) announces that it has

closed its non -brokered private placement (the “Private Placement”) of 6,111,000 units of the

Corporation (the “Units”) at a price of $0.018 per Unit, for gross proceeds of $109,998 . 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 September 5, 2024.

The Common Shares and Warrants are subject to a statutory four month hold period, which

expires January 6, 2020. Finder’s fees, in the amount of $6,001.92, were paid in cash to Finders,

and a total of 333,440 Finder’s Warrants were issued to Finder s, who introduced subscribers to

the Corporation.

The net proceeds of the Private Placement will be used for exploration expenses of $2 5,000

professional fees of $36,000 , filing fees and annual meeting expenses of $15,000 , accounts

payable of $10,000 and unallocated expenses of $17,996.08.

In that a director of the Corporation participated in a part of the Private Placement, that part of

the Private Placement is a “related party transaction” within the meaning of Multilateral

Instrument 61-101 (“MI 61-101”), which requires the Corporation to obtain “minority approval”

of the Corporation’s shareholders of the related party transaction unle ss there is an exemption

from such requirement. The Corporation is relying on the exemption in Section 5.7(a) of MI 61 -

101 on the basis that the fair market value of the securities distributed to the related party is less

than 25% of the Corporation’s market capitalization.

NEITHER THE 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.

For further information contact:

Rob Solinger, President and CEO

Office: (403) 816-2141