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Kestrel Gold Inc. Announces Private Placement Of Up To $4,000,000

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 31, 2012) -


Kestrel Gold Inc.("Kestrel" or the "Corporation") (TSX VENTURE:KGC) is pleased to announce that the Corporation proposes to complete a non-brokered private placement of up to 10,000,000 units ("Units") of the Corporation at a purchase price of $0.40 per unit for total proceeds of $4,000,000 (the "Offering"). Each Unit shall consist of one common share in the capital of the Corporation ("Common Share") and one half of one Common Share purchase warrant of the Corporation ("Warrant"). Each full Warrant will be exercisable into one Common Share at a price of $0.60 per Common Share for 12 months from the date of issuance subject to earlier expiry in certain circumstances.

The closing of the Offering is expected to occur prior to the end of February, 2012 and is subject to the completion of formal documentation and receipt of regulatory approval, including the conditional approval of the TSX Venture Exchange Inc. (the "Exchange").

If at any time prior to the expiry of the Warrants the trading price of the Common Shares on the Exchange exceeds $0.80 for a period of 20 consecutive trading days, the Corporation may, in its sole discretion, within five (5) days after such an event, provide notice (a "Notice") to the warrant holders of early expiry of the Warrants. The Notice would provide that the Warrants would expire at 3:30 p.m. (Calgary time) on the date which is twenty one (21) days after the date of the Notice.

Kestrel intends to use the proceeds from the Private Placement to fund a portion of its exploration activities with respect to its mining properties in Argentina and the Yukon Territory and for other working capital requirements.

In certain instances, the Corporation may pay finder's fees to eligible persons on a portion of the Offering consisting of a cash payment equal to 7% and the issuance of finder's warrants ("Finder's Warrants") equal to 7% of the gross proceeds raised from applicable subscriptions in the Offering. Each Finder's Warrant will entitle the holder to acquire one additional Unit at a price of $0.40 for 12 months following the date of issuance.

All Common Shares, Warrants, Finder's Warrants and any Common Shares into which such securities may be converted shall be subject to a four (4) month hold period from the closing date of the Offering.

About Kestrel Gold Inc.

Kestrel is a gold exploration corporation headquartered in Canada. Its two principal projects are the King Solomon's Dome property in Canada's Yukon Territory and the Huachi property in Argentina. Kestrel (KGC) is listed on the Exchange.

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the completion and timing of the Offering and the use of proceeds of the Offering. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include that management will be able to raise gross proceeds of $4,000,000, that the Corporation will obtain all necessary regulatory approvals and that the board of directors will not determine that it is in the best interests of the Corporation to change the intended use of proceeds. Risk Factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: the failure to obtain the required approvals to the Acquisition in a timely fashion or at all, general economic conditions and market risks relating to the mining industry.. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.