Kestrel GOLD Inc. Announces Closing of Private Placement

NEWS RELEASE

KESTREL GOLD INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT

April 28, 2021: Kestrel Gold Inc. (the “Corporation”) (TSXV: KGC) announces that it closed its

non-brokered private placement of a combination of Common Share Units and Flow-Through Units,

as defined below (collectively the “ Units”), and raised gross proceeds of $1,200,000.08 (the

“Offering”) as follows:

(a) 9,560,000 common share units (“Common Share Units”) issued at a price of $0.10 per

Common Share Unit for gross proceeds of $956,000. Each Common Share Unit consists

of one common share (“Common Share”) and one-half of one common share purchase

warrant (each whole warrant called a “Warrant”), with each Warrant entitling the holder

to acquire, for a period of 24 months from the date of issue at a price of $0.20 per common

share for the first 18 months and at a price of $0.25 per common share thereafter; and

(b) 2,033,335 flow-through units (“Flow-Through Units”) issued at a price of $0. 12 per

Flow-Through Unit for gross proceeds of $244,000.08. Each Flow-Though Unit consists

of one common share issued on a flow -through basis pursuant to the Income Tax Act

(Canada) (“Flow-Through Share”) and one-half of one common share purchase warrant

(each whole warrant called a “ Flow-Through Warrant”), each Flow-Through Warrant

entitling the holder to purchase one common share of the Corporation (“Flow-Through

Warrant Share”) on a non-flow-through basis for a period of 24 months from the date

of issuance at a price of $0.20 per Flow-Through Warrant Share for the first 18 months

and at a price of $0.25 per Flow-Through Warrant Share thereafter.

The Warrant and Flow-Through Warrants expire April 21, 2023.

The Common Shares, Flow-Through Shares, Warrants and Flow-Through Warrants are subject to

a statutory four month hold period, which expire s August 22, 2021 as to 5,085,001 Units and

August 27, 2021 as 6,508,335 Units. Finder’s fees, in the aggregate amount of $16,050, was paid

in cash to Finders who introduced subscribers to the Corporation.

The net proceeds of the Private Placement will be used undertake prospecting, geological work,

geophysical surveys and reverse circulation drilling on the QCM, Sixtymile and Grabben

properties.

In that an insider of the Corporation participated in 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 unless 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.

About Kestrel Gold Inc.

Kestrel Gold Inc. is a gold expl oration company headquartered in western Canada. The

Corporation is focused on gold exploration within the Canadian Cordillera, with an emphasis on

hard rock targets located in placer gold mining districts. Kestrel is listed on the TSX Venture

exchange under the symbol KGC. Readers are encouraged to refer to the Corporation’s website

“www.kestrelgold.com” for further information.

Forward-Looking Statements

The information and statements in this news release contain certain forward-looking information.

This forward-looking information relates to future events or the Corporation’s future performance.

In particular, this document contains forward -looking information and statements regarding the

use of proceeds of the Private Placement. All statements other than statements of historical fact

may be forward-looking information. This forward-looking information is subject to certain risks

and uncertainties and m ay be based on assumptions that could cause actual results to differ

materially from those anticipated or implied in the forward -looking information. These

assumptions include that, in respect of the use of proceeds, historical costs and expenses will be

representative of future costs and expenses. The Corporation’s actual results, performance or

achievement could differ materially from those expressed in, or implied by, such forward-looking

information, and accordingly, no assurances can be given that any of the events anticipated by the

forward-looking information will transpire or occur or, if any of them do, what benefits that the

Corporation will derive from them. The Corporation’s forward -looking information is expressly

qualified in its entirety by this cautionary statement. Except as required by law, the Corporation

undertakes no obligation to publicly update or revise any forward-looking information.

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

Email: [email protected]