Trelawney Resources Inc.

Published : August 11th, 2011

provides update on offer for Augen Gold Corp.

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Trelawney Mining and Exploration Inc. SnapMail

FOR IMMEDIATE RELEASE
 

Trelawney provides update on offer for Augen Gold Corp.

August 11, 2011 � Toronto, Ontario � Trelawney Mining and Exploration Inc. (�Trelawney� or the �Company�) (TSXV: TRR, Frankfurt: RTW) provides the following update with respect to its offer to acquire all of the outstanding common shares of Augen Gold Corp. (�Augen�) (the �Offer�).

On August 5, 2011, Trelawney initiated discussions with David Mason, Augen�s Chief Executive Officer, regarding a potential negotiated transaction.  Later that day, Trelawney provided Mr. Mason with written confirmation on a confidential basis that it was prepared to increase the implied value of the Offer provided certain conditions were met, including the execution and delivery of a definitive support agreement and the completion of satisfactory due diligence on Augen.  Trelawney set a timeline for negotiating a revised offer under these terms that ended at 5:00pm (Toronto Time) on August 8, 2011.

In the afternoon of August 8, 2011, Augen responded with a letter from the Chair of Augen�s Special Committee of Directors, indicating Augen was willing to consider entering into a support agreement pending �confirmatory due diligence� on Trelawney, which subsequent conversations with Augen revealed was, in fact, extraordinary, unconstructive and not �market-typical�.  Trelawney�s attempts to resolve this impasse were unsuccessful.  Augen allowed the window for negotiating this revised offer to close at 5:00pm that evening.

Today, Trelawney�s original offer 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) remains the only offer on the table for Augen.  The Offer is set to expire on September 1, 2011, unless withdrawn or extended.

Greg Gibson, Trelawney�s President and CEO, said, �It is unfortunate that our efforts to arrive at a negotiated transaction and provide Augen shareholders with greater value were met with inexplicable resistance from Mr. Mason and the Augen Special Committee.  We remain committed to this transaction, but it must be done under terms that are fair and reasonable for all parties. At this point, it appears the biggest obstacle to Augen shareholders receiving optimal value for their shares is the apparent entrenchment of the Augen Board.  Augen shareholders deserve better.�

Clarification Regarding Lock-Up Agreements

On August 9, 2011, Trelawney announced that it had secured lock-up agreements supporting the Offer representing, in total, 53.7% of Augen�s outstanding common shares. This percentage was based on the total number of outstanding Augen common shares publicly disclosed by Augen in its directors� circular issued in response to the Offer.  Between the date of the directors� circular and August 10, 2011, approximately 16 million Augen warrants and options were exercised, increasing Augen�s issued and outstanding common shares to 143,105,036.  Under Trelawney�s lock-up agreements, warrants exercised by parties to the lock-up agreements are subject to the lock-up agreement.  Augen�s calculations of shares under Trelawney�s lock-up in Augen�s press release of August 10, 2011 do not consider this.  Trelawney has contacted Augen and its transfer agent, Computershare Investor Services Inc., to request a current report on the number of outstanding Augen common shares.  Trelawney will update the total percentage of Augen shareholders that have entered into lock-up agreements once it receives that confirmation.

The 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 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 C�t� Lake Deposit, located in Chester Township 20 kilometres southwest of Gogama, Ontario.

For further information

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

Joel Shaffer
Longview Communications Inc.
416-649-8006
Laurel Hill Advisory Group
1-877-452-7184 or 416-304-0211 (collect)
Email: assistance@laurelhill.com

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.

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.



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Trelawney Mining and Exploration Inc.
130 King Street West, Suite 2810
Toronto Ontario Canada
M5X 1A6

Tel: 416-363-8567
Email: info@trelawneymining.com
Web: www.trelawneymining.com
 
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Trelawney Resources Inc.

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CODE : TRR.V
CUSIP : 988914 10 7
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Trelawney is a gold exploration company based in Canada.

Its main asset in development is CHESTER ONE in Canada and its main exploration properties are MASSEY, MISHI, DORSET PROJECT and COTE LAKE in Canada.

Trelawney is listed in Canada and in United States of America. Its market capitalisation is CA$ 583.5 millions as of today (US$ 568.8 millions, € 452.6 millions).

Its stock quote reached its lowest recent point on April 09, 2009 at CA$ 0.01, and its highest recent level on July 15, 2011 at CA$ 5.91.

Trelawney has 177 366 000 shares outstanding.

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Financings of Trelawney Resources Inc.
5/17/2011Announces Filing of Preliminary Prospectus
5/10/2011Announces $50.0 Million Bought Deal Public Offerin
Nominations of Trelawney Resources Inc.
2/7/2012Announces Appointment of V.P. Environmental & Sust
7/4/2011Announces Appointment of Officers and Grant of Sto
Project news of Trelawney Resources Inc.
6/12/2012Intersects 316.00 Metres of 1.38 G/T Gold and 312.
5/15/2012Intersects 155.00 Metres Of 1.31 g/t Gold And 115.
4/10/2012Files NI 43-101 Technical Report and Resource Esti
3/5/2012Intersects 212.00 Metres of 2.09 g/t Gold from Inf
2/25/2012Announces Updated Resource of 5.9 Million Ounces I
2/14/2012Intersects 165.00 Metres of 1.20 g/t Gold at C=C3=B4t=C3=A9
12/6/2011intersects 583.00 metres of 0.77 g/t gold at C=C3=B4t=C3=A9
10/15/2011Commences Compulsory Acquisition of Augen Gold Cor
9/19/2011Intersects 93.00 Metres of 1.68 g/t Gold from Cont
9/10/2011Completes Acquisition of 21.6% Interest in Claim 2
8/29/2011Intersects 356.00 Metres of 1.35 g/t Gold from Con
8/26/2011MINING AND EXPLORATION INC. AND AUGEN GOLD CORP.
7/27/2011Uncovers New Exposure of C=C3=B4t=C3=A9 Lake Mineralization
6/20/2011Intersects 337.00 Metres of 0.94 g/t Gold at C=C3=B4t=C3=A9
5/30/2011(Chester One)Intersects 170.20 Metres of 1.01 g/t Gold Extends
4/4/2011Trelawney Intersects 304.00 Metres of 1.65 g/t Gold in 200=E...
3/7/2011(Cote Lake)Announces Initial Mineral Resource Estimate of 4.2 Million O...
2/26/2011Trelawney Announces Acquisition of Chester Mining Claims and
2/25/2011(Chester One)Announces Acquisition of Chester Mining Claims and Geologica...
2/14/2011(Cote Lake)Preliminary Metallurgical Testwork Yields Excellent Results ...
2/8/2011(Chester One)Intersects 243.10 Metres of 1.31 g/t Gold at the C
1/25/2011(Dorset Project)Intersects 95.40 Metres of 1.85 g/t Gold at the Co
Corporate news of Trelawney Resources Inc.
6/6/2012ISS And Glass Lewis Recommend That Trelawney Shareholders
3/29/2012Enters into Restated Amending Agreement on the Che
3/1/2012Trelawney Enters into Option Agreement with Falcon Gold to A
1/10/2012President Greg Gibson presenting at Dahlman Rose C
11/28/2011Completes Previously Announced Offering
11/24/2011at 2011 San Francisco Hard Assets Investment Confe
9/23/2011announces expiry of bid and additional tender of A
9/13/2011Announces that 87% of Augen Gold Corp. Shares have
8/11/2011provides update on offer for Augen Gold Corp.
8/9/2011Secures Additional Lock-up Agreements; 57% of Auge
7/28/2011Mails Offer Circular and Letter to Shareholders
7/11/2011Announces Intention to Make an Offer to Acquire Augen Gold C...
4/1/2011recognized as a TSX Venture 50 company
12/1/2010Provides Chester Project Exploration Update
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TSX-V (TRR.V)
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