KGC Kestrel Gold Inc

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES


Kestrel Gold Inc. ("Kestrel" or the "Corporation") (TSX VENTURE:KGC) is pleased
to announce that, further to its press release dated September 26, 2013, it has
completed its previously announced $100,000 non-brokered private placement of
units (the "Unit Private Placement").


The Corporation issued 2,000,000 units ("Units") of the Corporation at a
purchase price of $0.05 per Unit for gross proceeds of $100,000. 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 $0.10 per Common Share exercisable on or
before two (2) years from the date of issue (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 $0.20 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 Unit Private Placement was conducted on a non-brokered basis. However, the
Corporation paid $1,050 and issued 21,000 finder's warrants ("Finder's
Warrants") to certain arm's length finders in connection with the Unit Private
Placement. Each Finder's Warrant entitles the holder to purchase one (1) Common
Share at a purchase price of $0.10 and is exercisable on or before one (1) year
from the Closing Date.


The Corporation intends to use the net proceeds of the Unit Private Placement
for general working capital requirements. All of the securities issued pursuant
to the Unit Private Placement are subject to a four month hold period from the
Closing Date. The Unit Private Placement is subject to final approval by the
Exchange.


The Corporation also announces that, further to its press release dated
September 19, 2013, it has completed its previously announced $300,000
non-brokered private placement (the "Debenture Private Placement") of 3% secured
convertible debentures (the "Debentures"). The Debentures bear simple interest
at a rate of 3% per annum, mature two years after the date of issue, are secured
with a floating first charge against all of the assets and undertakings of the
Corporation and shall be convertible at any time and from time to time up to the
time of maturity at the option of the holders of the Debentures, into units of
the Corporation ("Debenture Units") at a deemed issue price of $0.05 per
Debenture Unit for the first year of the term of the Debentures and thereafter
up until maturity at a deemed issue price of $0.10 per Debenture Unit. Each
Debenture Unit shall consist of one Common Share and one half of one (1/2) share
purchase warrant ("Debenture Warrant"). Each full Debenture Warrant shall
entitle the holder thereof to purchase one additional common share of the
Corporation at an exercise price of $0.10 per Common Share on or before two
years following issuance of the Debentures. The Corporation intends to use the
net proceeds of the Debenture Private Placement for general working capital
requirements. All securities issued in connection with the Debenture Private
Placement will be subject to a hold period of four months from the Closing Date.
The Debenture Private Placement is subject to final approval by the Exchange.


The Corporation is also pleased to announce it has entered into a consulting
agreement (the "Agreement") with FronTier Merchant Capital Group ("FronTier") to
provide investor relation services on behalf of the Corporation, subject to
regulatory and Exchange approval. FronTier will initiate and maintain contact
with the financial community, shareholders, investors and other stakeholders for
the purpose of increasing awareness of the Corporation and its activities.


Under the terms of the Agreement, FronTier receives $5,000 CDN per month for the
first six months of the Agreement ($30,000 plus HST) to provide these services
to the Corporation. Following this initial period, the Agreement reverts to a
month-to-month engagement at a rate of $4,000 per month plus HST. The Agreement
can be terminated by either party upon ten days' notice. 


FronTier is a full and comprehensive provider of investor relations based in
Toronto, Ontario. FronTier subscribed for 1,000,000 Units under the Unit Private
Placement.


Further to the Corporation's press release dated September 19, 2013, which
announced the terms of an amendment to the Option Agreement dated October 31,
2010 between Bernie Kreft and J.A.E. Resources Ltd. as Optionor and the
Corporation, as Optionee, as amended, the Corporation reports that it has issued
1,100,000 Common Shares of the Corporation to Bernie Kreft in order to satisfy
certain obligations of the Corporation under the amendment to the Option
Agreement. 


About Kestrel Gold Inc.

Kestrel Gold Inc. is a gold exploration corporation headquartered in Canada.
Kestrel Gold (Trading Symbol: KGC) is listed on the TSX Venture Exchange Inc.
Kestrel, in conjunction with Rackla Metals Inc. will be the first to diamond
drill at the King Solomon Dome's property 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. Kestrel's principal properties include King Solomon's Dome, Gold Run
Creek and Dominion Mountain, located in the Dawson Mining District, Yukon
Territory, Canada.


Cautionary Statements

This news release contains "forward-looking information" within the meaning of
applicable securities laws relating to certain financing activities, including
the regulatory and Exchange approvals for the engagement of FronTier and the
Unit Private Placement and Debenture Private Placement. 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 related to the Corporation having sufficient resources to
carry out any future exploration activities of the Corporation. Actual results
and developments may differ materially from those contemplated by these
statements depending on, among other things, the ability of the Corporation to
obtain the required regulatory approvals and clearances from regulatory
authorities. 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.


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.


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

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