Trelawney Mining And Exploration Inc. -- s. 1(6) of the OBCA

Headnote

Filer deemed to have ceased to be offering its securities to the public under the OBCA.

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990, c. B.16, AS AMENDED

(the OBCA)

AND

IN THE MATTER OF

TRELAWNEY MINING AND EXPLORATION INC.

(the Applicant)

ORDER

(Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission that:

1. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (Common Shares).

2. The head office of Applicant is located at 130 King Street West, Suite 2810, Toronto, Ontario, M5X 1A6.

3. On June 21, 2012, IAMGOLD Corporation (IAMGOLD) completed the acquisition of all of the issued and outstanding Common Shares of the Applicant through a court approved plan of arrangement under the OBCA (the Arrangement).

4. As of the date of this decision, all of the outstanding securities of the Applicant which are beneficially owned, directly or indirectly, are held by two securityholders, IAMGOLD and 2324010 Ontario Inc., a wholly-owned subsidiary of IAMGOLD.

5. The Common Shares were de-listed from the TSX Venture Exchange before the start of trading on June 25, 2012 and were delisted from the Frankfurt Stock Exchange on June 25, 2012 and are not listed on any other stock exchange or traded over the counter in Canada or elsewhere.

6. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

7. The Applicant is a reporting issuer, or the equivalent, in all of the jurisdictions in Canada in which it is currently a reporting issuer and to its knowledge is currently not in default of any of the applicable requirements under the legislation. The Applicant has applied for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer (the Relief Requested).

8. The Applicant has no intention to seek public financing by way of an offering of securities.

9. Upon the grant of the Relief Requested, the Applicant will not be a reporting issuer or equivalent in any jurisdiction of Canada.

AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

Dated this 17th day of August, 2012.