TSX.V: KGC    Last: 0.08    Chg: -0.01    Vol: 39000

Current as of 2017-08-23 - 11:42:00 with a 15 minute delay

NEWS


NEWS RELEASES

Kestrel Gold Announces Closing of Private Placement and Results of Annual and Special Meeting

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 23, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Kestrel Gold Inc.(the "Corporation") (TSX VENTURE:KGC) is pleased to announce that, further to its press release dated January 31, 2012, it has completed its previously announced non-brokered private placement (the "Private Placement"). The Corporation further announces the results of its Annual and Special Meeting held on March 21, 2012.

Private Placement

Pursuant to the Private Placement, the Corporation issued 1,800,000 units ("Units") of the Corporation at a purchase price of $0.40 per Unit for gross proceeds of $720,000. Each Unit consists of one (1) common share in the capital of the Corporation ("Common Share") and one half of one (1/2) Common Share purchase warrant of the Corporation ("Warrant"). Each full Warrant entitles the holder to purchase one (1) Common Share at a purchase price of $0.60 per Common Share exercisable on or before one (1) year from March 23, 2012, (the "Closing Date"), subject to earlier expiry in certain circumstances.

If at any time prior to the expiry of the Warrants the trading price of the Common Shares on the TSX Venture Exchange (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.

The Corporation paid an aggregate of $35,700 and issued 89,250 finder's warrants ("Finder's Warrants") to certain arms length finders in connection with the Private Placement. Each Finder's Warrant entitles the holder to purchase one (1) Unit at a purchase price of $0.40 and is exercisable on or before one (1) year from the Closing Date.

The Corporation intends to use the net proceeds of 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.

The Private Placement is subject to final approval by the Exchange (the "Exchange").

Annual and Special Meeting

The annual general and special meeting of shareholders was held on March 21, 2012. At the meeting, shareholders approved all of the resolutions put before them by management and the board of directors of the Corporation, including the election of the following directors: Kevin V. Nephin, Stuart Peterson, Marc Stachiw and Timothy Termuende, the appointment of Smythe Ratcliffe LLP as the Corporation's auditor, the approval of the Corporation's stock option plan and the approval of a resolution authorizing the amendment of the exercise price of 1,650,000 stock options previously granted to directors, officers, employees and consultants of the Corporation (the "Subject Options") to $0.60 per share, with no change in the expiry date of the Subject Options.

The Subject Options consist of 300,000 stock options granted on November 29, 2010 at an exercise price of $0.86, 600,000 stock options granted on January 7, 2011 at an exercise price of $1.20, 400,000 stock options granted on May 16, 2011 at an exercise price of $0.77, 250,000 stock options granted on August 4, 2011 at an exercise price of $0.84 and 100,000 stock options granted on September 1, 2011 at an exercise price of $0.80. Of the Subject Options, 1,050,000 are held by directors and officers of the Corporation and 600,000 are held by employees or consultants of the Corporation.

Pursuant to the requirements of the Exchange, the shareholder resolution authorizing the amendment to the Subject Options was approved by the disinterested shareholders of the Corporation, excluding from the vote any Common Shares held by insiders or their affiliates who held any of the Subject Options.

The amendment to the exercise price of the Subject Options and the annual acceptance of the Corporation's stock option plan are subject to approval by the Exchange.

About Kestrel Gold Inc.

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

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws. Readers are cautioned to not place undue reliance on forward-looking statements. In particular, forward-looking statements in this news release include, but are not limited to the use of proceeds from the Private Placement and the receipt of Exchange approval for the Private Placement, the stock option plan and the amendment of the Subject Options. Forward-looking statements are based on certain key assumptions made by the Corporation, including assumptions regarding the receipt of all regulatory and stock exchange approvals and that the proceeds will be used as currently intended. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk of delays in obtaining or failure to obtain regulatory approval and general economic, market and business conditions. The forward-looking statements in this press 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.