Trelawney Mining and Exploration Inc.
TSX VENTURE : TRR
FRANKFURT : RTW

Trelawney Mining and Exploration Inc.

May 17, 2011 09:02 ET

Trelawney Announces Filing of Preliminary Prospectus

TORONTO, ONTARIO--(Marketwire - May 17, 2011) -

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

Trelawney Mining and Exploration Inc. ("Trelawney" or the "Company") (TSX VENTURE:TRR)(FRANKFURT:RTW) announces that it has filed a preliminary short form prospectus in connection with its previously announced bought deal public offering of common shares. The Company has entered into an underwriting agreement with a syndicate of underwriters led by RBC Capital Markets and including Jennings Capital Inc., BMO Capital Markets and Stifel Nicolaus Canada Inc. (the "Underwriters"), pursuant to which the Underwriters agreed to purchase an aggregate of 12,500,000 common shares (the "Common Shares") of the Company at a price of CDN$4.00 per Common Share (the "Offering Price") for aggregate gross proceeds of CDN$50.0 million (the "Offering").

Trelawney has granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 15% of the Offering at the Offering Price, exercisable in whole or in part, at any time prior to the 30th day following the closing of the Offering.

Net proceeds of the Offering will be used for:

  • drilling, stripping/mapping, compilation work, resource expansion and definition, assaying and other related costs at the Côté Lake Deposit (approximately $11,375,000 during 2011);

  • drilling, stripping/mapping, compilation work, assaying and other related costs on the other areas of the Chester Property (approximately $2,965,000 during 2011);

  • drilling, metallurgical studies and pre-feasibility studies at the Côté Lake Deposit (approximately $30,660,000 within the following two year period); and

  • general working capital purposes (approximately $2,500,000).

The Offering is scheduled to close on or about May 31, 2011 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registrations requirements of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, sale or solicitation would be unlawful.

Copies of the preliminary prospectus may be obtained from RBC Capital Markets, Attention: Distribution Centre, 277 Front St. W., 5th Floor, Toronto, Ontario M5H 2X4 (tel: 416-842-5349).

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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