Trelawney Mining and Exploration Inc.
TSX VENTURE : TRR

Trelawney Mining and Exploration Inc.

December 01, 2009 12:36 ET

Trelawney Announces $7,000,000 Offering

TORONTO, ONTARIO--(Marketwire - Dec. 1, 2009) -

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

Trelawney Mining and Exploration Inc. (the "Company")(TSX VENTURE:TRR) is pleased to announce that it has entered into an agreement with Jennings Capital Inc. as lead agent in an investment dealer syndicate which will include Raymond James Ltd. and Blackmont Capital Inc. (the "Agents") pursuant to which the Agents have agreed to act on behalf of Trelawney in connection with a proposed "best efforts" private placement offering of up to 8,333,333 flow through common shares ("Flow Through Shares") at a price of $0.60 per Flow Through Share and 4,000,000 units ("Units) at a price of $0.50 per Unit, for gross proceeds of up $7,000,000 (the "Offering"). Each Unit will consist of one common share (a "Common Share") of Trelawney and one-half of one common share purchase warrant (each whole warrant, a "Warrant") with each Warrant entitling the holder thereof to purchase a Common Share at an exercise price of $0.70 for a period of two years following the closing of the Offering.

In addition, Trelawney has granted the Agents an over-allotment option to sell additional Flow Through Shares and Units, in any combination, for aggregate proceeds of $1,050,000, exercisable at any time up to date of the closing of the Offering.

The Agents will be paid a cash commission equal to 7% of the gross proceeds of the Offering and Trelawney will also issue broker warrants ("Broker Warrants") exercisable to purchase that number of Common Shares equal to 7% of the aggregate number of Flow Through Shares and Units sold pursuant to the Offering. Each Broker Warrant entitles the holder to acquire one Common Share at a price of $0.50 for a period of two years from the date of the closing of the Offering.

Proceeds of the Offering will be used for further exploration and development of the Chester Property and for general working capital purposes.

Shares Issued: 44,647,591

This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

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.

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