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. ("Kestrel" or the "Corporation") (TSX VENTURE:KGC) is pleased
to announce that it intends to complete of non-brokered private placement
offering of units of the Corporation ("Units") for gross proceeds of up to
$500,000 and would like to provide the following update with respect to the
proposed acquisition of an option to acquire a 100% interest in 12 properties
(the "Properties") totalling approximately 22,065 hectares from Bernie Kreft,
previously announced on May 22, 2014, and with respect to the completion of
Kestrel's previously announced non-brokered private placement.


Proposed Private Placement 

Kestrel intends to complete a non-brokered private placement offering of up to
10,000,000 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. 


In certain instances, the Corporation may pay finder's fees to eligible persons
("Finders") on a portion of the Offering consisting 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"). 


The closing of the Offering is expected to occur prior to the end of August,
2014 and is subject to the completion of formal documentation and receipt of
regulatory approval, including the conditional approval of the TSX Venture
Exchange. 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.


Acquisition Update

Further to the Corporation's news release of May 22, 2014, the Corporation has
entered into a binding Letter of Intent to with respect to the acquisition of
the Properties. Kestrel is in the process of completing its due diligence on the
Properties and obtaining the requisite regulatory approvals. A National
Instrument 43-101 Technical Report is being completed by Carl Schulze, P.Geo, on
the road accessible 4346 hectare Barney Ridge property in the Yukon Territory.
The report is expected to be completed within the next 2 weeks. 


Recent field visits to other properties reported to Kestrel by Bernie Kreft,
have yielded the following: 




--  The confirmation of near surface anomalous porphyry style copper
    mineralization and alteration at the outcrop sparse 1077 hectare Uduk
    property in British Columbia. 
--  Several outcrops of silicified and sulphidized sedimentary rocks at the
    road accessible Mackenzie project in British Columbia, from which
    surface rock samples returned up to 6.68 g/t gold. 
--  A grab sample of brecciated intrusive rubble returning 38.2 g/t gold
    from the 6363 hectare Ten Mile Creek property in the Yukon Territory. 



Assays are currently awaited from rock sampling completed by Bernie Kreft on the
road accessible 1112 hectare Clear Creek property, Yukon Territory, where
sizeable areas of granitic intrusive exist with associated sheeted to stockwork
quartz veining and arsenopyrite. 


William Taylor P.Geo, V.P. Exploration and Qualified Person for Kestrel as
defined by National Instrument 43-101, has discussed these findings with Bernie
Kreft and believes the nature of the results and field observations to be in
context with documented assessment work conducted over previous years by various
companies dating back as far as the 1970's. Management is of the opinion that
newer revised geological models, modern exploration techniques and much improved
accessibility will greatly benefit follow-up exploration work on these
encouraging preliminary gold and copper targets. 


The acquisition of the Properties continues to be subject to the parties
entering into a definitive agreement and the receipt of all required regulatory
approvals, including the acceptance of the TSX Venture Exchange ("TSXV"). The
acquisition constitutes a "reviewable transaction" pursuant to the policies of
the TSXV and as such, TSXV approval will be subject to a review by the TSXV of
the proposed acquisition and may include the requirement for a title opinion on
the properties and the provision of National Instrument 43-101 compliant
technical reports with respect to the Properties.


Completion of Private Placement 

The Corporation is pleased to announce that it has issued 2,500,000 Units at a
purchase price of $0.05 per Unit for gross proceeds of $125,000. Each Unit
consists of one (1) Common Share and one (1) Warrant, with each full Warrant
entitling 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 June 6, 2014.



The offering was conducted on a non-brokered basis. However, the Corporation
paid $1,500 and issued 30,000 Finder's Warrants to certain arm's length finders
in connection with the private placement at the time of closing of the offering.
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 two (2) years from the
date of issuance. 


About Kestrel Gold Inc. 

Kestrel Gold Inc. is a gold exploration Company headquartered in Canada. Kestrel
(KGC) is listed on the TSXV and explores primarily for gold in Canada. The
Company has ongoing exploration projects in the famed Klondike Gold Fields just
south of Dawson City, Yukon Territory. 


Technical aspects of this news release have been reviewed and approved by
William Taylor, P.Geo., hereby designated as a qualified person under National
Instrument 43 101.


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 timing of completion of the
technical report on the Barney Ridge property, results of future exploration
activities, the completion of the proposed acquisition of the Properties, the
completion and timing of the Offering, the use of proceeds from the Offering,
the payment of commissions to finders and the receipt of Exchange approval for
the Offering. 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, that preliminary exploration results
will be indicative of future results on the Properties, that the acquisition
will be completed, that management will be able to raise adequate proceeds from
the Offering and that the Corporation will not determine that it is in the best
interests of the Corporation to change the intended use of proceeds of the
Offering. Actual results and developments may differ materially from those
contemplated by these statements depending on, among other things, the failure
to obtain the required approvals for the Offering and proposed acquisition in a
timely fashion or at all, the inherent risks involved in the exploration and
development of mineral properties, the uncertainties involved in interpreting
exploration results and other geological data and the ability of the Corporation
to obtain the funds and resources required to carry out further exploration, 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.


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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