Kestrel GOLD Inc. Announces Proposed Private Placement

NEWS RELEASE

KESTREL GOLD INC. ANNOUNCES PROPOSED PRIVATE PLACEMENT

August 12, 2019: Kestrel Gold Inc. (the “Corporation”) (TSX -V: KGC) announces that it

proposes to offer by way of a non-brokered private placement up to 5,555,556 units (“Units”) at a

price of $0.018 per Unit to raise gross proceeds of up to $100,000 (the “Offering”). Each Unit will

consist of one common share and one common share purchase warrant (“ Warrant”), with each

Warrant entitling the holder to acquire, for a period of 60 months from the date of issue, one common

share at an exercise price of $0.05 per common share.

Finders who introduce subscribers to the Offering will be paid a cash commission equal to 8% of the

gross proceeds from the sale of Units sold to such subscribers and will receive warrants entitling the

finder to purchase a number of common shares of the Corporation equal to 8% of the number of Units

sold to such subscribers, at an exercise price of $0.05 for a period of 60 months from the date of issuance

of the warrants.

Attributes of the Offering are as follows:

 The Offering will be made pursuant to various prospectus exemptions in all jurisdictions

in Canada, including the exemption available to existing shareholders (the “ Existing

Shareholder Exemption”). The exemption available by virtue of receipt of suitability

advice from a registered investment dealer (“Investment Dealer Exemption ”) is only

available in Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick and

in

relation to the Investment Dealer Exemption, 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 August 9, 2019.

 Subscribers relying on the Existing Shareholder Exemption must obtain a Subscription

Agreement from the Corporation by sending a request by e-mail to [email protected] and

submitting, by not later than August 23, 2019, a fully executed Subscription Agreement

together with the subscription funds in accordance with the instructions accompanying

the Subscription Agreement.

 In the event that the Offering is over-subscribed by subscribers relying on the Existing

Shareholder Exemption, the subscriptions will be accepted on a pro-rata basis based on

the amount subscribed by each subscriber, and the balance of the subscription funds will

be returned to the subscriber.

 There is no minimum offering and the maximum offering is 5,555,556 Units.

 P

roceeds from the Offering will be used for finders’ fees of up to $8,000, exploration

expenses of $25,000, professional fees of $36,000, filing fees and annual meeting

expenses of $15,000, accounts payable of $10,000 and other expenses of $6,000.

The Offering is subject to final TSX Venture Exchange acceptance. Common Shares and

Warrants will be subject to a four-month hold period.

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: (i) the completion of the Private Placement and the issuance of the common shares;

and (ii) 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 may 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 market acceptance of the terms of the Private Placement. The outcome and

timing of the proposed Private Placement, as well as 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 Company’ 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]