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

Trelawney Mining and Exploration Inc.

August 09, 2011 09:23 ET

Trelawney Secures Additional Lock-Up Agreements; 57% Of Augen Gold Shares Now Supportive of the Trelawney Offer

TORONTO, ONTARIO--(Marketwire - Aug. 9, 2011) - Trelawney Mining and Exploration Inc. ("Trelawney" or the "Company") (TSX VENTURE:TRR)(FRANKFURT:RTW) announced today that additional Augen Gold. Corp. ("Augen") shareholders, including Andrew Patient, Michael Neumann, Jeffrey Fallowfield, Douglas Fowler and Marquest Asset Management Inc. representing an aggregate of 7% of issued and outstanding Augen Shares, have entered into lock-up agreements supporting Trelawney's share exchange take-over bid (the "Offer") to acquire all of the outstanding common shares of Augen Gold Corp. In total, shareholders representing an aggregate of 53.7% of the issued and outstanding Augen shares have now entered into lock-up agreements supporting the Offer. Including the Augen shares held by Trelawney, shareholders representing a total of 57% of all Augen shares now support the Trelawney Offer.

Momentum Behind Trelawney Offer Increasing

On July 11, 2011 Trelawney announced that a group of Augen shareholders consisting of Libra Advisors LLC, Sprott Asset Management LP, Augen Capital Corp., Mineralfields 2010‐V Inc., Pathway Multiseries Fund LP, Sheldon Inwentash, Lynn Factor and Dr. Andrew Budning, representing an aggregate of 42% of the issued and outstanding Augen Shares, have entered into lock‐up agreements in support of the Offer.

On July 28, 2011 Trelawney announced that additional shareholders – Envoy Capital Group Inc., RBC Global Precious Metals Fund, Patrick Mohan, John Comi, Catherine Nullmeyer, David Loftus, Claudia DiMaio, Christopher Syme, Greg Carlyle, John Daniels, Kevin Drover and Richard Kellam – had entered into lock‐up agreements, increasing the lock-up total to 46.7% of the issued and outstanding Augen shares.

Offer Details

As previously disclosed, the Offer is to acquire all of the outstanding common shares of Augen at an implied offer price of $0.32 per common share (based on the closing price of the common shares of Trelawney on the TSX Venture Exchange (the "TSXV") on July 8, 2011). Under the terms of the Offer, Augen shareholders will be entitled to receive 0.066 common shares of Trelawney (the "Trelawney Shares") for each common share of Augen (the "Augen Shares") held. The implied offer price represents a premium of approximately 40% relative to the volume-weighted average price of Augen Shares on the TSXV over the last 20 trading day period ended on July 8, 2011, the last trading day prior to Trelawney announcing its intention to make the Offer.

How to Tender Your Shares to the Offer

All questions regarding the Offer and how to tender Augen shares should be directed to Laurel Hill Advisory Group at 1‐877‐452‐7184 (North American Toll Free) or 416‐304‐0211 (Banks, Brokers or Collect Calls). Shareholders who wish to accept the Offer may do so before the Expiry Time of 5:00 p.m. (Toronto Time) on September 1, 2011 unless the Offer is withdrawn or extended.

This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of Trelawney or Augen. Such an offer may only be made pursuant to an offer and takeover bid circular filed with the securities regulatory authorities in Canada and pursuant to registration or qualification under the securities laws of any other such jurisdiction.

About Trelawney

Trelawney is a Canadian junior mining and exploration company with a focus on Archean gold deposits. The Company's current focus is directed towards the continued exploration and development of the Côté Lake Deposit, located in Chester Township 20 kilometres southwest of Gogama, Ontario.

This press release contains only summary information about the Offer and does not constitute an offer to purchase any securities. Complete information about the Offer is available by referring to the offer to purchase and take-over bid circular filed with Canadian securities regulators. Certain statements contained in this press release concerning Trelawney's objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates are forward-looking statements. The words "believe", "expect", "intend", "may", "anticipate", "will", "would" and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are not based on historical facts, but rather on current expectations, assumptions and projections about future events. While Trelawney considers these factors and assumptions to be reasonable based on information currently available, they may be proven to be incorrect. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to, any of the terms and conditions of the Offer not being satisfied; general economic conditions; dependence on key personnel; and variations in required capital expenditures. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking 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.

Contact Information

  • Media:
    Longview Communications Inc.
    David Ryan
    416-649-8007

    Longview Communications Inc.
    Joel Shaffer
    416-649-8006

    Augen Shareholders:
    Laurel Hill Advisory Group
    1-877-452-7184 or 416-304-0211 (collect)
    assistance@laurelhill.com