Kestrel Gold arranges $750,000 private placement

Apr 6, 2021

2021-04-06 14:28 ET – News Release

Mr. Rob Solinger reports

KESTREL GOLD INC. ANNOUNCES PROPOSED PRIVATE PLACEMENT

Kestrel Gold Inc. proposes to offer by way of a non-brokered private placement a combination of common share units and flow-through units, as defined herein, to raise gross proceeds of up to $750,000.

Common share units will be issued at a price of 10 cents per common share unit. Each common share unit will consist of one common share and one-half of one common share purchase warrant with each warrant entitling the holder to acquire, for a period of 24 months from the date of issue at a price of 20 cents per common share for the first 18 months and at a price of 25 cents per common share thereafter;
Flow-through units will be issued at a price of 12 cents per flow-through unit. Each flow-through unit will consist of one common share issued on a flow-through basis pursuant to the Income Tax Act (Canada) and one-half of one common share purchase warrant, each flow-through warrant entitling the holder to purchase one common share of the corporation on a non-flow-through basis for a period of 24 months from the date of issuance at a price of 20 cents per flow-through warrant share for the first 18 months and at a price of 25 cents per flow-through warrant share thereafter. Residents of British Columbia may be eligible on a flow-through basis from the corporation for the mineral exploration tax credit related to the amount of their flow-through units.

Finders who introduce subscribers to the offering will be paid a cash commission equal to 6 per cent of the gross proceeds from the sale of common share units and/or flow-through units sold to such subscribers.

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 exemption available by virtue of receipt of suitability advice from a registered investment dealer 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 April 5, 2021.
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 no later than April 13, 2021, 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 oversubscribed 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 any combination of common share units and flow-through units totalling $750,000.
Proceeds from the offering will be used to undertake prospecting, geological work, geophysical surveys and reverse circulation drilling on the QCM, Sixtymile and Grabben properties.

In that directors and senior officers of the company may be participating in part of the private placement, that part of the private placement will be a related party transaction within the meaning of Multilateral Instrument 61-101, which requires the company to obtain minority approval of the company’s shareholders of the related party transaction unless there is an exemption from such requirement. The company 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 to be distributed to the related parties will be less than 25 per cent of the company’s market capitalization.

The offering is subject to final TSX Venture Exchange acceptance. The common shares, flow-through shares, warrants and flow-through warrants will be subject to a four-month hold period.

About Kestrel Gold Inc.

Kestrel Gold is a gold exploration 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.

We seek Safe Harbor.

https://www.kestrelgold.com/