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.