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

Trelawney Mining and Exploration Inc.

November 09, 2011 17:41 ET

Trelawney Announces Increase to Previously Announced Bought Deal Public Offering of Flow-Through Common Shares

TORONTO, ONTARIO--(Marketwire - Nov. 9, 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) is pleased to announce that it has increased the size of its previously announced public offering, on a "bought deal" basis, to 5,520,000 flow-through common shares ("Flow-Through Shares") of the Company at a price of $4.70 per Flow-Through Share for gross proceeds of $25.9 million (the "Offering"). The transaction was increased from the original amount of $25 million.

The offering is being made through a syndicate of underwriters (the "Underwriters") led by RBC Capital Markets. Proceeds of the Offering will be used by Trelawney to incur Canadian exploration expenses (the "Qualifying Expenditures") on its properties located in Northern Ontario prior to December 31, 2012. The Company will renounce the Qualifying Expenditures to subscribers of the Flow-Through Shares for the fiscal year ended December 31, 2011.

The Offering is scheduled to close on or about November 28, 2011 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.

Under the terms of the agreement, the Company is required to file a preliminary short-form prospectus and obtain a receipt from the securities regulatory authorities in all provinces of Canada, except Quebec, by November 14, 2011, or such later date as may be agreed by the Company and the Underwriters. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registrations requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there by any sale of 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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