Trelawney Mining and Exploration Inc.

Trelawney Mining and Exploration Inc.

November 22, 2011 15:33 ET

Trelawney Obtains Receipt for Final Prospectus

TORONTO, ONTARIO--(Marketwire - Nov. 22, 2011) -


Trelawney Mining and Exploration Inc. ("Trelawney" or the "Company") (TSX VENTURE:TRR)(FRANKFURT:RTW) announces that it has filed and obtained a receipt for a final short form prospectus in connection with its previously announced bought deal public offering of 5,520,000 flow-through common shares ("Flow-Through Shares") of the Company at a price of CDN$4.70 (the "Offering Price") per Flow-Through Share, for aggregate gross proceeds of CDN$25,944,000 (the "Offering"), led by RBC Capital Markets and with a syndicate including Jennings Capital Inc., CIBC World Markets Inc., Raymond James Ltd., Stifel Nicolaus Canada Inc. and BMO Capital Markets (collectively, the "Underwriters"). The Underwriters will be paid an aggregate cash fee equal to 5% of the gross proceeds of the Offering.

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. Trelawney advises that at least 90% of the Qualifying Expenditures, once renounced, will qualify as flow-through mining expenditures.

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.

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.

The Offering is made only by prospectus. The prospectus contains important detailed information regarding the Flow-Through Shares. Investors should read the final prospectus before making an investment decision. Copies of the final 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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