Toronto, Ontario: October 19, 2012 — Galway Resources Ltd. (GWY: TSX-V) (“Galway”) is pleased to announce the execution of an arrangement agreement (the “Arrangement Agreement“) with AUX Acquisition 2 S.àr.l. and its wholly-owned Ontario subsidiary (collectively, “AUX“), under which AUX has agreed to acquire all of the outstanding common shares of Galway (other than common shares of Galway held by AUX and its affiliates) (the “Galway Shares“) by way of a plan of arrangement (the “Arrangement“).
Under the transaction Galway shareholders will receive Cdn$2.05 in cash, 0.9 of a share in a new company to hold the Vetas gold project and 1.0 share in a new company to hold the Victorio tungsten-molybdenum project. The new companies will be well capitalized with US$18 million of cash and US$12 million of cash, respectively. Upon closing of the transaction, existing Galway shareholders will hold 90% of the Vetas SpinCo and 100% of the Victorio SpinCo. AUX will have the right to nominate one director for election to the board of directors of the Vetas SpinCo.
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