TORONTO,
July 24, 2015 /CNW/
- Midlands Minerals Corporation (MEX: TSX-V) ("Midlands")
and Alder Resources Ltd. (ALR : TSX-V) ("Alder") are
pleased to announce the completion of the previously announced
acquisition by Midlands of all of the outstanding common shares of
Alder (the "Alder Shares") by way of a plan of arrangement
(the "Arrangement").
Under the Arrangement, shareholders of Alder will
receive consideration of 1.81 of a common share of Midlands (each
whole common share, a "Midlands Share") per Alder Share,
calculated on a pre-consolidation basis.
Each holder of a warrant to acquire Alder Shares
(each, an "Alder Warrant") outstanding immediately prior to
the effective time of the Arrangement (the "Effective Time")
will receive on subsequent exercise of such holder's Alder Warrant,
in accordance with its terms, for the same aggregate consideration
payable on exercise of such warrant, 1.81 of a Midlands Share,
calculated on a pre-consolidation basis.
In addition, each holder of an Alder option to
acquire Alder Shares (each, an "Alder Option") outstanding
immediately prior to the Effective Time will receive on subsequent
exercise of such holder's Alder Option, in accordance with its
terms, for the same aggregate consideration payable on exercise of
such option, 1.81 of a Midlands Share, calculated on a
pre-consolidation basis.
Upon completion of, and in connection with, the
Arrangement, Midlands consolidated the outstanding Midlands Shares
(including the Midlands Shares to be issued to former holders
of Alders Shares under the Arrangement) on the basis of one new
common share for every 10 existing common shares and changed its
name to "Rosita Mining Corporation".
Both the Alder Shares and the Midlands Shares (on
a pre-consolidation basis) have been halted on the TSX Venture
Exchange (the "TSXV") effective July
24, 2015. The Alder Shares will be delisted from
trading on the TSXV. The Midlands Shares are expected to commence
trading on the TSXV on a post-consolidation basis under the new
name "Rosita Mining Corporation" on or about July 28, 2015. The new stock symbol for
Rosita Mining Corporation will be "RST" on the TSXV. In
addition, Alder will apply to the relevant securities regulatory
authorities to cease to be a reporting issuer in each jurisdiction
of Canada in which it currently
has reporting obligations.
This news release does not constitute an offer to
sell or a solicitation of an offer to buy any securities in
the United States.
This news release includes certain
forward-looking statements or information under applicable
Canadian, U.S. and other securities laws. All statements other than
statements of historical fact included in this release, including,
without limitation, statements regarding the delisting of the Alder
Shares, the commencement of trading of the Rosita Mining
Corporation common shares on a post-consolidation basis and the
future plans, objectives or expectations of Alder or Midlands are
forward-looking statements that involve various risks and
uncertainties. There can be no assurance that such statements will
prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from the plans of Alder or Midlands or expectations
include risks relating to the fluctuating gold prices, possibility
of equipment breakdowns and delays, exploration cost overruns,
availability of capital and financing, general economic, market or
business conditions, regulatory changes, timeliness of government
or regulatory approvals and other risks detailed herein and from
time to time in the filings made by Midlands or Alder with
securities regulators. Midlands and Alder expressly disclaim any
intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise except as otherwise required by applicable securities
legislation. Neither the TSX Venture Exchange, its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange, nor the OTCQX accepts responsibility for the
adequacy or accuracy of this release.
Cautionary Note to U.S. Investors Regarding
Mineral Reporting The parties prepare their disclosure in
accordance with the requirements of the securities laws in effect
in Canada, which differ from the
requirements of United States
securities laws. Terms relating to mineral resources in this press
are defined in accordance with Canadian National Instrument 43-101
— Standards of Disclosure for Mineral Projects ("NI 43-101") and
the Canadian Institute of Mining, Metallurgy and Petroleum (the
"CIM") — CIM Definition Standards on Mineral Resources and Mineral
Reserves, adopted by the CIM Council, as amended, which standards
differ significantly from the discourse permitted by the United
States Securities and Exchange Commission requirements and
terminology set forth in SEC Industry Guide 7. Accordingly,
information contained in this press release and the public filings
of the parties containing descriptions of mineral deposits may not
be comparable to similar information made public by U.S. companies
subject to the reporting and disclosure requirements under
the United States federal
securities laws and the rules and regulations thereunder.
SOURCE Midlands Minerals Corporation