Kestrel Gold - Announces $310,000 Non-brokered Private Placement

CALGARY, November 5, 2020 - Kestrel Gold Inc. ("Kestrel" or the "Corporation") (TSXV:KGC) is pleased to announce that it proposes to offer by way of a non-brokered private placement 3,875,000 units ("Units") at a price of $0.08 per Unit to raise gross proceeds of $310,000 (the "Offering"). Each Unit will consist of one common share and one half of one common share purchase warrant (each whole warrant called a "Warrant"), with each Warrant entitling the holder to acquire, for a period of 24 months from the date of issue at a price of $0.16 per share for the first 18 months and at a price of $0.20 per share thereafter.

Proceeds from the Offering will be used for exploration expenses and working capital.

The Private Placement will be a "related party transaction" within the meaning of Multilateral Instrument 61-101 ("MI 61-101"), which requires the Corporation to obtain "minority approval" of the Corporation's shareholders of the related party transaction unless there is an exemption from such requirement. The Corporation is relying on the exemption in Section 5.7(a) of MI 61-101 on the basis that the fair market value of the securities to be distributed to the related party will be less than 25% of the Corporation's market capitalization.

The Offering is subject to TSX Venture Exchange acceptance. Common Shares and Warrants will be subject to a four-month hold period.

About Kestrel Gold

Kestrel Gold Inc. is a gold exploration company headquartered in western Canada. The Corporation is focused on gold exploration within the Canadian Cordillera, with an emphasis on hard rock targets located in placer gold mining districts. Kestrel is listed on the TSX Venture exchange under the symbol KGC. Readers are encouraged to refer to the Corporation's website "www.kestrelgold.com" for further information.

Forward-Looking Statements

The information and statements in this news release contain certain forward-looking information. This forward-looking information relates to future events or the Corporation's future performance including exploration activity that could take place on the Corporation's properties or projects. This forward-looking information is subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking information. The Corporations forward-looking information is expressly qualified in its entirety by this cautionary statement. Except as required by law, the Corporation undertakes no obligation to publicly update or revise any forward-looking information.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (as that term is defined in the policies of the TSX Venture Exchange) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

For further information contact:

Rob Solinger, President and CEO
Office: (403) 816-2141
Email: rob@solinger.ca

SOURCE: Kestrel Gold Inc.