Kestrel GOLD Inc. Announces Closing of Private Placement and Grant of Options
NEWS RELEASE
KESTREL GOLD INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND
GRANT OF OPTIONS
April 5, 2017: Mr. Kevin Nephin, President and CEO of Kestrel Gold Inc. ( the “Corporation”
or “Kestrel”) (TSX -V: 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 S hare”) 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 consul tant 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 hea dquartered in Canada. Kestrel’s principal
property is the King Solomon Dome property, located in the Dawson Mining District, Yukon
Territory, Canada.
For further information contact:
Kevin Nephin, President and CEO
Office (604) 824-6056
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 Corporat ion 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 si milar 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 resul ts 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 p roduced;
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.