Kestrel Gold closes $1.2M private placement

Apr 29, 2021

2021-04-28 16:04 ET – News Release

Mr. Rob Solinger reports

KESTREL GOLD INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Kestrel Gold Inc. has closed its non-brokered private placement of a combination of common share units and flow-through units, as defined below, and raised gross proceeds of $1,200,000.08, as follows:

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
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 expires 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 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. Readers are encouraged to refer to the Corporation's website "www.kestrelgold.com" for further information.

We seek Safe Harbor.

https://www.kestrelgold.com/