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GALWAY RESOURCES LTD.
Notice of Annual and Special Meeting
NOTICE IS HEREBY GIVEN
that the annual general and special meeting (the “Meeting”) of the holders
(“
Galway Shareholders”) of common shares (“Galway Shares”) of Galway Resources Ltd. (“Galway”) will be
held commencing at 2:00 p.m. (Toronto time) on September 20, 2012 at the offices of Stikeman Elliott LLP, 5300
Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9 for the following purposes:
1. for the Galway Shareholders to receive and consider the audited consolidated financial statements of
Galway for the financial year ended December 31, 2011, together with the report of the auditors thereon;
2. for the Galway Shareholders to elect Directors of Galway for the ensuing year;
3. for the Galway Shareholders to appoint PricewaterhouseCoopers LLP, Chartered Accountants, as auditors
of Galway for the ensuing year and to authorize the Directors to fix their remuneration;
4. for the Galway Shareholders to consider, and if thought fit, pass a resolution, with or without amendment,
to approve and confirm Galway’s rolling 10% Stock Option Plan as well as the Galway Option Plan
Amendment;
5. for the Galway Shareholders to consider, and if thought fit, pass a resolution, with or without amendment,
to approve and confirm Galway’s Shareholder Rights Plan dated as of August 25, 2009;
6. for the Galway Shareholders to consider, and if thought fit, pass a resolution, with or without amendment,
to approve and confirm Galway’s By-Law No. 1 (the “
By-Law”) dated as of January 12, 2011; and
7. to transact such other business as may properly come before the Meeting or any adjournment thereof.
The specific details of the foregoing matters to be put before the Meeting are set forth in the information
circular (the “
Circular”) accompanying this notice.
This notice is accompanied by the Audited Consolidated Financial Statements of Galway as of
December 31, 2011 and the related MD&A, the Circular and a form of proxy.
Galway Shareholders who are unable to attend the Meeting in person are requested to complete, date and
sign the enclosed form of proxy and to return it in the envelope provided for that purpose.
The Board of Directors of Galway has by resolution fixed the close of business on August 20, 2012 as the
record date, being the date for the determination of the registered holders of common shares of Galway entitled to
notice of and to vote at the Meeting for the matters as set out above and any adjournment or adjournments thereof.
Proxies to be used at the Meeting must be deposited with Galway, c/o Galway’s transfer agent,
Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 9
th Floor, Toronto, Ontario,
M5J 2Y1 no later than 2:00 p.m. (Toronto time) on September 18, 2012, or no later than 48 hours (excluding
Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any adjournment thereof is
held.
Non-registered Galway Shareholders who receive these materials through their broker or other
intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may
include the completion and delivery of a voting instruction form.
DATED
at Toronto, Ontario this 20th day of August, 2012.
BY ORDER OF THE BOARD
Robert Hinchcliffe
(Signed) Robert Hinchcliffe
Director, President and Chief Executive Officer