Kestrel Gold Inc. Announces Private Placement of up to $1,000,000
September 12, 2012 – Vancouver, British Columbia: Kestrel Gold Inc. (“Kestrel” or the “Corporation”) (TSXV: KGC) is pleased to announce that it intends to complete a non-brokered private placement offering of up to 10,000,000 units of the Corporation (“Units”) at a purchase price of $0.10 per Unit for total proceeds of up to $1,000,000 (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 $0.20 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 September, 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 $0.35 for a period of 30 consecutive trading days, the Corporation may, in its sole discretion, 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 net proceeds from the Offering to fund a portion of its exploration activities with respect to its mining properties in Yukon Territory and for other general 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 8% and the issuance of finder’s warrants (“Finder’s Warrants”) equal to 8% 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 $0.20 for a period of 12 months from the closing date of the Offering (the “Closing Date”).
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 statutory hold period from the Closing Date.
For further information, please visit our website at www.kestrelgold.com or contact:
Kevin Nephin
President & CEO
Office (604) 824-6056
kvnephin@telus.net
And/or
Cameron MacDonald
Macam Investor Relations
Office (403) 452-6600
cmacdonald@macamgroup.com
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, the completion of an additional tranche of the Private Placement and the receipt of Exchange approval for the Private Placement. 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.
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