KGC Kestrel Gold Inc

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UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS.


Kestrel Gold Inc. (TSX VENTURE:KGC) ("Kestrel" or the "Corporation") announces
that it has revised the terms of its previously announced non-brokered private
placement offering of up to 10,000,000 units of the Corporation ("Units") at a
purchase price of $0.05 per Unit for total proceeds of up to $500,000 (the
"Offering"). Each Unit shall consist of one common share in the capital of the
Corporation ("Common Share") and one Common Share purchase warrant of the
Corporation ("Warrant"). Each full Warrant will be exercisable into one Common
Share at a price of $0.10 per Common Share for 24 months from the date of
issuance. It was previously announced that the warrants would have an
accelerated expiry provision which would allow the Corporation to accelerate
expiry provided certain conditions were met, however the proposed Warrants terms
will no longer include this feature. 


The finder's fees payable to eligible persons ("Finders") on a portion of the
Offering have now been revised to consist of a cash payment equal to 10% and the
issuance of finder's warrants ("Finder's Warrants") equal to 10% of the gross
proceeds raised from applicable subscriptions in the Offering. Each Finder's
Warrant will entitle the holder to acquire one additional Common Share at a
price of $0.10 for a period of 24 months from the closing date of the Offering
(the "Closing Date"). All other terms of the proposed private placement will
remain the same. 


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. The private placement is subject to
regulatory approvals, including from the TSX Venture Exchange (the "Exchange"). 


The Corporation also announces it has agreed to settle debt in the aggregate of
$50,000 owing to two creditors by issuing 500,000 Common Shares to the first
creditor, who is also insider of the Corporation, at a deemed price of $0.05 per
Common Share and by issuing 500,000 Units to the second creditor at a deemed
price of $0.05 per Unit. The transactions contemplated by the debt settlements
are subject to certain conditions and approvals, including but not limited to
the approval of the Exchange. 


About Kestrel Gold Inc.

Kestrel Gold Inc. is a gold exploration corporation headquartered in Canada.
Kestrel (KGC) is listed on the TSX Venture Exchange. Kestrel will be the first
company to diamond drill at the King Solomon Dome which is the high point of a
prominent topographical feature from which some of the richest producing placer
gold creeks of the great Klondike gold rush (to the present day), find their
headwaters.


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, the use of proceeds of the Offering and the payment of a commission to
Finders. 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 adequate proceeds from the Offering, that the
Corporation will obtain all necessary regulatory approvals, that the Corporation
will use finders or agents to obtain subscriptions to the Offering 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 for the Offering in a timely fashion or
at all, general economic conditions, market risks relating to the mining
industry, the inherent risks involved in the exploration and development of
mineral properties, the uncertainties involved in interpreting exploration
results and other geological and geophysical data and the ability of the
Corporation to obtain the funds and resources required to carry out further
exploration. 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Kestrel Gold Inc.
Kevin Nephin
President & CEO
(604) 824-6056
kvnephin@gmail.com
www.kestrelgold.com

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