TSX.V: KGC    Last: 0.09    Chg: 0.01    Vol: 194000

Current as of 2020-11-26 - 16:00:00 with a 15 minute delay



Kestrel Gold Inc. Announces Receipt of Conditional Approval for Acquisition of Rio Diablillos

May 12, 2011

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 12, 2011) - Kestrel Gold Inc. ("Kestrel" or the "Corporation") (TSX VENTURE:KGC) is pleased to announce that further to the Corporation's news releases dated September 15, 2010 and February 23, 2011, the TSX Venture Exchange Inc. (the "TSX-V") has conditionally accepted the acquisition (the "Acquisition") by the Corporation of all of the outstanding securities of Rio Diablillos S.L.R. ("Rio").

As stated in the news release dated September 15, 2010 the Corporation intends to acquire all of the issued and outstanding shares of Rio, a private corporation, incorporated under the laws of Argentina. As consideration for the Acquisition, the Corporation intends to issue up to 2,000,000 common shares in the capital of the Corporation (the "Acquisition Shares"), to be issued in equal instalments of 500,000 common shares over a period of eighteen (18) months, the first issuance of 500,000 common shares being issued upon the closing of the transaction, as well as 500,000 common shares on the sixth (6th), twelfth (12th) and eighteen (18th) month anniversary of the closing of the transaction. The Acquisition Shares will be subject to a four (4) month hold period from the closing date of the transaction. The Corporation entered into a definitive purchase and sale agreement with Rio as announced by the news release dated February 23, 2011 with respect to the Acquisition.

Rio holds an option and right to acquire one hundred (100%) percent interest in 32 mining claims located in the Andean Pre-Cordillera of San Juan Province, Argentina (the "Huachi Mining Property"). Also, as announced by the Corporation's news release dated March 7, 2011, Rio holds an option to acquire a one hundred (100%) percent interest in various mining claims representing approximately 8,700 hectares, located in the Catamarca Province in north-western Argentina ("Antofalla Property").

The Corporation anticipates that the closing of the Acquisition will occur in the near future.

About Kestrel Gold Inc.

Kestrel Gold Inc. is a gold exploration company headquartered in Canada. Its principal projects are the King Solomon Dome and the Toe properties in Canada's Yukon Territory and, upon completion of the Acquisition, is anticipated to include the Huachi Mining Property and the Antofalla Property, in Argentina. Kestrel Gold (KGC) is listed on the TSX Venture exchange.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the closing of the Acquisition. Readers are cautioned to not place undue reliance on forward-looking statements. Forward-looking statements are based on certain key assumptions made by the Corporation, including assumptions regarding the satisfaction of certain closing conditions customary to transactions of the nature of the Acquisition and completion of the closing of the Acquisition. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the transactions will not be successfully completed for any reason, including the failure to satisfy any closing conditions or the failure by any party to complete the Acquisition. The forward-looking statements in this news release are made as of the date of this release and the Corporation undertakes no obligation to update publicly or revise any forward looking statements whether as a result of new information or otherwise, except as required by applicable securities laws. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation or its financial or operating results or (as applicable) their securities.

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