Galway Resources

Published : November 26th, 2012

Obtains Interim Order for Plan of Arrangement and Executes an Amended and Restated Arrangement Agree

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Monday, November 26, 2012
Galway Resources Ltd. Obtains Interim Order for Plan of Arrangement and Executes an Amended and Restated Arrangement Agreement

Toronto, Ontario - November 26, 2012 - Galway Resources Ltd. (GWY: TSX V) ("Galway") is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has issued an interim order authorizing Galway to, among other things, call a special meeting of its shareholders and warrantholders (the "Special Meeting") to consider, among other things, and, if deemed advisable, pass a special resolution to approve a proposed plan of arrangement (the "Plan of Arrangement") in accordance with the Business Corporations Act (Ontario).

Galway is also pleased to announce that on November 16, 2012, it entered into an amending agreement (the "Amended and Restated Arrangement Agreement") dated as of November 16, 2012 to amend and restate the arrangement agreement entered into on October 19, 2012 (the "Original Arrangement Agreement") with AUX Acquisition 2 S.�r.l ("AUX"), its wholly owned Ontario subsidiary AUX Canada Acquisition 2 Inc. ("AUX Canada"), Galway Metals Inc. ("Galway Metals") and Galway Gold Inc. ("Galway Gold"). The Amended and Restated Arrangement Agreement sets out, among other things, the proposed acquisition of Galway by AUX Canada, whereby AUX Canada will acquire all of the outstanding common shares of Galway for a per share cash consideration of Cdn. $2.05, plus 1.0 share in Galway Gold to hold the Vetas gold project and 1.0 share in Galway Metals to hold the Victorio tungsten molybdenum project. Galway Gold and Galway Metals will be well capitalized with US$18 million of cash and US$12 million of cash, respectively. This transaction will result in AUX Canada acquiring the California project plus 10% of the Vetas gold project. The Amended and Restated Arrangement Agreement offers the same consideration to shareholders and to warrantholders of Galway as offered under the Original Arrangement Agreement.

The board of directors of Galway (the "Board"), based in part on a fairness opinion from National Bank Financial Inc. that the consideration offered in the Plan of Arrangement is fair, from a financial point of view, to Galway shareholders, has unanimously determined that the completion of the Plan of Arrangement is in the best interests of Galway shareholders and warrantholders. The Board has unanimously resolved to recommend that Galway's shareholders and warrantholders vote in favour of the Plan of Arrangement.

The Special Meeting to approve the Plan of Arrangement will be held at 10:00 a.m. (Toronto time) on December 17, 2012, at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9. It is anticipated that the Plan of Arrangement will be completed on or about December 20, 2012, subject to, among other things, final approval from the Ontario Superior Court of Justice (Commercial List). The record date for determining the holders of common shares and warrants of Galway that will be entitled to receive notice of and to vote at the Special Meeting is November 5, 2012. The special resolution approving the Plan of Arrangement must be approved by at least 66 2/3% of the votes cast by Galway shareholders and warrantholders represented in person or by proxy and entitled to vote at the Special Meeting. Galway's board of directors has unanimously recommended that holders of Galway's shares and warrants vote in favour of the Plan of Arrangement.

The notice of the special meeting, management information circular, form of proxy and letter of transmittal with respect to the Plan of Arrangement are expected to be mailed to holders of common shares and warrants of Galway by November 26, 2012. Copies of these documents are also available for viewing on Galway's SEDAR profile on www.sedar.com as well as on the Company's website at www.galwayresources.com.

For further information contact:

Galway Resources Ltd.
Robert Hinchcliffe
1-800-475-2412
www.galwayresources.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.

Forward Looking Statements:


Certain statements contained in this release containing words like "believe", "intend", "may", "will", "expect", "would" and other similar expressions, are forward-looking statements that involve a number of risks and uncertainties. This forward-looking information relates to, among other things, the timing and prospects for completion of the Arrangement, which is subject to a number of conditions precedent, such as the approval of the Arrangement by the Superior Court of Justice of Ontario, by Galway's shareholders and warrantholders and by regulatory authorities. Accordingly, there can be no assurances that the Arrangement will be consummated. Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed under the heading "Risk Factors" in the management information circular related to the Special Meeting and elsewhere in Galway's periodic filings with Canadian Securities Regulators. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. Galway does not assume the obligation to update any forward-looking statement, except as required by law.

View release in PDF format:


Associated File: http://www.galwayresources.com/i/pdf/545620-NR.pdf
44 KB in size, approx. 9 seconds to download at 56.6Kbps

You can also view this News Release on our website at:
http://www.galwayresources.com/s/NewsReleases.asp?ReportID=558985

� 2010 Galway Resources All Rights Reserved.
Data and Statistics for these countries : Canada | All
Gold and Silver Prices for these countries : Canada | All

Galway Resources

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CODE : GWY.V
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Galway is a molybdenum and tungsten exploration company based in United states of america.

Galway holds various exploration projects in Colombia.

Its main exploration properties are CALIFORNIA, SURATA GOLD, VETAS GOLD and VICTORIO in Colombia.

Galway is listed in Canada. Its market capitalisation is CA$ 303.7 millions as of today (US$ 307.6 millions, € 233.0 millions).

Its stock quote reached its lowest recent point on February 06, 2009 at CA$ 0.04, and its highest recent level on December 21, 2012 at CA$ 2.38.

Galway has 132 028 000 shares outstanding.

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Annual reports of Galway Resources
Annual Report 2007
Project news of Galway Resources
11/27/2013Gold's Maiden Vetas Resource Averages Over 10.0 G/T AU
7/19/2013Gold Terminates Option Agreement on the Coloro Property
3/21/2013Gold Doubles Veins Identified at Vetas' El Volcan and Expand...
10/19/2012(Victorio)Announces Premium Cash Offer for Galway Shareholders and the...
10/9/2012Discovers 3 New High Grade Gold Zones at Vetas; 26.0g/t ove...
9/14/2012Intersects Several Zones of High Grade Gold Mineralization a...
9/13/2012(California)Releases Maiden California Resource Estimate; 93-99% Metallu...
9/6/2012Intersects 11.6 g/t Au Over 19.0 m, Expands Machuca
5/9/2012(California)Intersects 19.0 Meters of 18.9 g/t Gold at New California So...
3/14/2012Vetas Intersects Very High Grade Gold, Discoveries To Depth ...
10/6/2011Drills 46.0 g/t Gold And 375.9 g/t Silver Over 2.3m, With 21...
9/16/2011Intersects 14.0M of 21.6 G/T Au And 475.7 G/T Ag and 8.0M Of...
8/22/2011Intersects 138 G/T Au over 1.1m, 44.7 G/T Au and 1,120 G/T A...
7/21/2011Best Gold Intersect Yet: 26 m of 129 g/t and 21.5 m of 8.5 g...
7/14/2011Intersects 97.0 m of 3.0 g/t Gold, 86.0 m of 2.7 g/t Gold an...
5/19/2011Hits 50.0 M of 8.3 g/t, Including 29.0 M of 13.6 g/t Gold
5/11/2011Provides a Corporate Update on Progress of its Projects
5/5/2011Hits Five Separate Gold Bearing Intervals in the Second Hole...
4/26/2011Intersects 36.0 m of 8.9 g/t Gold in Wider Interval of 125.0...
4/13/2011Intersects 76.0 Meters of 3.3 Grams per Tonne Gold and Provi...
4/8/2011(Vetas Gold)Announces Start of Drilling and Exploration Update at its Ve...
3/1/2011Intersects 15.7 m Of 8.0 g/t Gold and Thick Intervals in the...
4/21/2010Reports High Grade Gold Results From The Upper Level Of El V...
2/17/2010Reports High Grade Gold Channel Sample Results From Its Rece...
8/19/2008(Victorio)Releases New Resource Estimates For The Victorio Project
8/15/2008(Victorio)Reports 40 Feet Of High Grade Mineralization At The Victorio...
7/3/2008(Victorio)Infill Drilling Intercepts 55 Feet Of High Grade Molybdenum ...
6/3/2008(Victorio)Engages John Tumazos To Commercialize The Victorio Project
5/7/2008(Victorio)Infill Drilling Intercepts 75 Feet Of High Grade Molybdenum ...
4/23/2008(Victorio) Files Scoping Study For Victorio Molybdenum-Tungsten Projec...
2/28/2008(Victorio)Reports Positive Scoping Study Results For The Victorio Proj...
2/7/2008Infill Drilling Intercepts 170 Feet Of Tungsten Mineralizati...
12/11/2007(Victorio) Provides an Update for the Victorio Molybdenum/Tungsten Pro...
Corporate news of Galway Resources
6/4/2013Gold Provides Corporate Update And Awards Incentive Stock Op...
1/22/2013Gold's Reina De Oro Concession is Unaffected by Colombia's N...
8/30/2012(California)Receives Titles For California Concessions
8/29/2012Enters Into Credit Agreement For $10 Million
10/26/2011Provides Review of Drill Results from its Ongoing Gold-Silve...
8/2/2011Provides Update on Personnel for its Ongoing Gold Initiative...
6/22/2011Intersects 21.9 g/t Gold Over 6.7m, 82.4 g/t Gold Over 2.7m ...
3/16/2011Batista Plans IPO of Colombia Gold Unit, Abandons EBX Sale
2/9/2011Hits 16.5 m Of 8.1 g/t Gold, Bridging the Gap Between the Pi...
5/10/2010Drills 89.0 Meters of 3.2 Grams Per Tonne Gold, Including 9....
2/1/2010(Vetas Gold)Receives Gold Concession in Surata, Columbia, Near its Calif...
2/5/2009Reports Prodeco Signs Agreement For Galca Coal Project In Co...
7/29/2008Metallurgical Test Results Confirm Historical Results For Mo...
2/1/2008Provides A Corporate Update
12/18/2007Announces A New Colombian Exploration Initiative
12/6/2007Reports Positive Results From Its Infill Drilling Program At...
10/25/2007 Announces Expanded Resource Estimate For The Victorio Molyb...
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