Galway Metals Inc. -- s. 1(11)(b)

Headnote

Subsection 1(11)(b) -- Issuer designated as a reporting issuer in Ontario -- Issuer already a reporting issuer in Alberta and British Columbia -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

GALWAY METALS INC.

ORDER

(Subsection 1(11)(b))

UPON the application of Galway Metals Inc. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(11)(b) of the Act designating the Applicant as a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendation of the staff of the Commision;

AND UPON the Applicant representing to the Commission as follows:

1. The name of the Applicant is Galway Metals Inc.

2. The Applicant is a mining exploration and development company focused on the exploration of gold and other metals in South America and the Applicant holds interests in a mineral project in New Mexico.

3. The Applicant was incorporated on May 9, 2012 under the laws of New Brunswick, with its head office at 36 Toronto Street, Suite 1000, Toronto, ON M5C 2C5.

4. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act.

5. The continuous disclosure documents filed by the Applicant under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

6. The Applicant became a reporting issuer under the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the Alberta Act) on December 20, 2012, and is not in default of any requirement of the securities legislation of such jurisdictions.

7. The authorized capital of the Applicant consists of an unlimited number of common shares without par value, of which as at January 18, 2013, there were 149,635,739 common shares outstanding.

8. The Applicant's financial year end is December 31.

9. The Applicant's securities are listed on the TSX Venture Exchange (the TSX-V) under the stock symbol "GWM".

10. The Applicant believes it has a significant connection to Ontario on the basis of the most recent Broadridge Report (the Report) obtained by Galway Resources Ltd. dated October 7, 2011. The Report indicates that 35.75% of the shareholders of Galway Resources Ltd. were resident in Ontario as of the date of the Report. Pursuant to a plan of arrangement which became effective December 20, 2012, holders of common shares of Galway Resources Ltd. received one (1) share of the Applicant for each share of Galway Resources Ltd. held. The Applicant believes it is reasonable to conclude that a similar percentage of the shares of the Applicant are held by shareholders resident in Ontario.

11. Other than in respect of failing to comply with Section 18.2 of Policy 3.1 of the TSX Venture Exchange Corporate Finance Manual, the Applicant is in good standing with the TSX-V and is not in default of any of the rules or regulations of the TSX-V.

12. Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, has:

(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

13. Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:

(a) any known ongoing or concluded investigations by:

(i) a Canadian securities regulatory authority, or

(ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

14. None of the officers or directors of the Applicant, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

(a) any cease trade or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

15. As the Applicant has a significant number of non-resident directors and one non-resident officer, the Applicant has filed with the Commission on SEDAR a "Non-Issuer Submission to Jurisdiction and Appointment of Agent for Service of Process" form executed by each non-resident director and officer of the Applicant.

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

IT IS HEREBY ORDERED pursuant to subsection 1(11)(b) of the Act that the Applicant be designated as a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto on this 8th day of February, 2013.