Kestrel Gold Inc. Announces Consolidation of Shares and Proposed Private Placement of Up to $500,000

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 the Corporation has received TSX Venture Exchange (the
"Exchange") approval for the consolidation of its outstanding common shares on
the basis of one (1) post-consolidated common share for every four (4)
pre-consolidated common shares held (the "Consolidation"). Furthermore, the
Corporation has now filed articles of amendment effecting the Consolidation.


Effective as at the opening of trading on April 11, 2014, the consolidated
common shares of the Corporation will commence trading on the Exchange. The new
CUSIP number for the Corporation's post-consolidated common shares is 500861208
and the new ISIN number is CA 5008612080. 


A letter of transmittal with respect to the Consolidation has been mailed to
registered shareholders of the Corporation. All registered shareholders with
physical certificates will be required to send their respective certificates
representing pre-consolidated common shares along with a completed letter of
transmittal to the Corporation's transfer agent, Computershare Investor Services
Inc. ("Computershare"), in accordance with the instructions provided in the
letter of transmittal. Additional copies of the letter of transmittal can be
obtained through Computershare (Corporate Actions 1-800-564-6253). All
shareholders who submit a duly completed letter of transmittal along with their
respective pre-consolidated common share certificate(s) to Computershare, will
receive a post-consolidated share certificate. 


Fractional post-consolidation common shares will not be issued to shareholders.
Where the Consolidation would otherwise result in a shareholder being entitled
to a fractional common share, the number of post-consolidation common shares
issued to such shareholder shall be rounded up to the next greater whole number
of common shares if the fractional entitlement is equal to or greater than 0.5
and shall be rounded down to the next lesser whole number of common shares if
the fractional entitlement is less than 0.5. In calculating such fractional
interests, all common shares held by a beneficial holder shall be aggregated.


Kestrel is also pleased to announce that it intends to complete a 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, subject to earlier expiry in certain circumstances. The
purchase price for each Unit in the Offering assumes completion of the
Consolidation. 


The closing of the Offering is expected to occur prior to the end of May, 2013
and is subject to the completion of formal documentation and receipt of
regulatory approval, including the conditional approval of the Exchange. Kestrel
intends to use the net proceeds from the Offering for general working capital
requirements.


If at any time prior to the expiry of the Warrants the trading price of the
Common Shares on the Exchange exceeds $0.20 for a period of 30 consecutive
trading days, the Corporation may, in its sole discretion, 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 days after the date of the Notice.


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
7% and the issuance of finder's warrants ("Finder's Warrants") equal to 7% 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 12 months from the closing date of the
Offering (the "Closing Date"). 


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. 


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.


For further information, please visit our website at www.kestrelgold.com.

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
Office (604) 824-6056
kvnephin@gmail.com
www.kestrelgold.com
Kestrel Gold (TSXV:KGC)
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