KGC Kestrel Gold Inc

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. ("Kestrel" or the "Corporation") (TSX VENTURE:KGC) is pleased
to announce that, further to its press releases dated September 12, 2012,
October 29, 2012 and October 31, 2012, it has completed the final tranche of its
non-brokered private placement (the "Private Placement").


Pursuant to the final tranche of the Private Placement, the Corporation issued
1,100,000 units ("Units") of the Corporation at a purchase price of $0.10 per
Unit for gross proceeds of $110,000. 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
$0.20 per Common Share exercisable on or before one (1) year from November 19,
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 $0.35 for a
period of 30 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 Private Placement was conducted on a non-brokered basis. Pursuant to the
Private Placement the Corporation issued an aggregate of 3,650,000 Units for
gross proceeds of $365,000 and paid or issued to certain arm's length finders an
aggregate of $17,200 and 172,000 finder's warrants as finder's fees. 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
the Yukon Territory and for other general working capital requirements. 


All Common Shares, Warrants, and any Common Shares into which such securities
may be converted issued pursuant to this final tranche shall be subject to a
four (4) month hold period ending on March 20, 2013. The Private Placement is
subject to final approval by the Exchange. 


Mr. Kevin Nephin, the President and Chief Executive Officer and a director of
the Corporation purchased 400,000 Units pursuant to the Private Placement. As a
result of his position as a director and officer of the Corporation his purchase
constitutes a "related party transaction" pursuant to Policy 5.9 of the Exchange
Corporate Finance Manual - Protection of Minority Security Holders in Special
Transactions ("Policy 5.9"). Exemptions from the formal valuation requirement
and minority approval requirement of Policy 5.9 are available as the securities
of the Company are not listed or quoted on any of the markets specified in
Policy 5.9 and the fair market value of the related party transaction is less
than $2,500,000. Consequently, the Private Placement is not subject to the
valuation and minority approval requirements of Policy 5.9. The board of
directors of the Corporation approved the Private Placement. The Company did not
file a material change report more than 21 days before the expected closing of
the Private Placement as details of the Private Placement were not settled until
shortly before the closing of the Private Placement.


About Kestrel Gold Inc.

Kestrel is a gold exploration corporation headquartered in Canada. Its principal
project is the King Solomon Dome property in Canada's Yukon Territory. Kestrel
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. 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
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.


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

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