TORONTO, May 28, 2015 /CNW/ – Midlands Minerals Corporation (MEX: TSX-V) (“Midlands“) and Alder Resources Ltd. (ALR: TSX-V) (“Alder“) are pleased to announce that they have entered into a definitive
agreement (the “Agreement“), whereby Midlands will acquire all of the outstanding shares of Alder
pursuant to a statutory plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement“). The Arrangement provides that Midlands will be acquiring each
outstanding Alder common share in exchange for 1.81 common shares of
Midlands (on a pre-consolidation basis). Based on the 45 day volume
weighted average price (“VWAP”) of Midlands’ common shares on the TSX
Venture Exchange (the “TSXV“) ending on May 26, 2015, the exchange ratio represents a premium of
approximately 31.6% to the 45 day VWAP price of the Alder common
shares. The total consideration to Alder shareholders is approximately
C$1.3 million, based on Alder’s current issued and outstanding shares
(inclusive of certain debt settlement shares as more particularly
described below) based on the 45 day VWAP price of Midlands shares.

Don Dudek, President and CEO of Alder stated: “Alder’s merger with
Midlands is the best outcome for Shareholders that has been possible in
the current market. As you are aware, Alder has been working hard to
advance the Rosita Property on the ground, with metallurgical studies,
discovery of new prospects and collection of technical study data,
while searching for a funding mechanism in order to complete the
project earn-in, which in the context of the current market has been
difficult. In management’s opinion, the potential of the property has
only been enhanced by this work over the past 3.5 years. Now with
Midlands as part of our combined company, we will be able to not only
complete the project earn-in but will be able to advance the technical
studies for the processing of the stockpiles and pending funding, test
the obvious, surface-enriched copper-gold-silver targets that have been
identified. I look forward to working with the Midlands’ team and will
continue to be a strong advocate for building shareholder value. ”

Craig Pearman, President and CEO of Midlands, stated: “In line with our
strategy to acquire a stand-out project, Midlands is pleased to be able
to offer its shareholders exposure to the near-term development and
exploration potential at Rosita. This project and the geological
potential of the region, has been on our shortlist for two years. I’m
especially pleased that the combined company retains the strengths,
continuity and project knowledge of the Rosita geological team as this
will facilitate immediate operations to secure the earn-in by October
2015. Rosita represents a significantly derisked mining opportunity
for near-term cash flow in a challenging market environment. Further,
it has outstanding exploration potential to expand the resource base
and enjoys community support in a pro-mining jurisdiction”.

None of the securities to be issued pursuant to the Arrangement have
been or will be registered under the United States Securities Act of
1933, as amended (the “U.S. Securities Act“), or any state securities laws, and any Midlands shares issued
pursuant to the Arrangement are anticipated to be issued in reliance
upon available exemptions from such registration requirements pursuant
to Section 3(a)(10) of the U.S. Securities Act and applicable
exemptions under state securities laws. This press release does not
constitute an offer to sell, or the solicitation of an offer to buy,
any securities.

In accordance with the terms of the outstanding warrants to acquire
Alder shares (each, an “Alder Warrant“), each holder of an Alder Warrant outstanding immediately prior to the
effective time of the Arrangement will receive on subsequent exercise
of such holder’s Alder Warrant, in accordance with its terms, for the
same aggregate consideration payable for such warrant, 1.81 Midlands
shares (on a pre-consolidation basis).

In addition, in accordance with the terms of the outstanding options to
acquire Alder shares (each, an “Alder Option“), each holder of an Alder Option outstanding immediately prior to the
effective time of the Arrangement will receive on subsequent exercise
of such holder’s Alder Options, in accordance with its terms, for the
same aggregate consideration payable for such option, 1.81 Midlands
shares (on a pre-consolidation basis). All Alder Options will remain in
good standing until their expiry.

As part of the Arrangement, it is contemplated that Alder will issue an
additional 5,484,564 common shares in order to settle certain debts
before completion of the Arrangement. Midlands has also agreed,
subject to receipt of requisite regulatory approvals, including the
approval of the TSXV, to purchase from Alder a C$100,000 unsecured
non-convertible debenture (the “Debenture“) bearing interest at a rate of 10% per annum. All interest is to be
calculated and paid quarterly in arrears on the last business day of
the quarter, with the first payment to commence on September 30, 2015.
The Debenture will mature on the earlier of: (i) May 28, 2016; and (ii)
the date of completion of the Arrangement. Alder has agreed to use
the proceeds from the sale of the Debenture to cover immediate
operating costs. A condition to completion of the Arrangement is the
advance of funds by Midlands to Alder under the Debenture.

Another condition to completion of the Arrangement is that change of
control payments owing to management of Alder that become due and owing
be settled by way of cash after completion.

Midlands has agreed, as a condition to completion of the Arrangement to
ask shareholders to increase the board of directors from five to seven
and to appoint two new directors who are nominees of Alder to fill the
ensuing vacancy. It is also anticipated that one existing director of
Midlands will resign and will be replaced by a nominee of Alder. After
completion of the Arrangement, the board of directors of Midlands will
be comprised of seven directors, being four nominees of Midlands and
three nominees of Alder. Midlands has also agreed, as a condition to
completion of the Arrangement to ask shareholders to approve an
anticipated name change and a consolidation of its common shares on the
basis of one post-consolidation common share for each 10
pre-consolidation shares held. The shareholders’ meeting of Midlands is scheduled for July 9, 2015.

Benefits to Alder Shareholders:

• Based on May 26, 2015 45 day VWAP prices, Midlands shares offered for
  each Alder share represents consideration of C$0.0181 per share,
  representing a 31.6% premium that Alder management and directors
  believe is fair to its shareholders in the context of the current
  market environment; and
• Alder shareholders will be able to participate in the completion of the
  option agreement for the Rosita Property, which would provide a stable
  base from which to build value.
• Midlands has the desire, resources and technical expertise to advance
  Alder’s Rosita project in Nicaragua.

The Arrangement is subject to the approval of at least two-thirds of the
votes cast by Alder shareholders at an annual and special meeting of
Alder shareholders, which is expected to be held in July 2015 (and the
shareholders’ meeting of Midlands is also expected to be held in July
2015) and, if applicable under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions, the
approval of a majority of the minority shareholders by reason of
collateral benefits received by management as a result of their change
of control payments.

Prior to executing the Arrangement Agreement, the board of directors of
Alder obtained a fairness opinion from Glanville & Associates Ltd. and
Bruce McKnight Minerals Advisor Services. The fairness opinion will be
included in the management information circular to be mailed to
shareholders of Alder.

Completion of the Arrangement is subject to customary conditions,
including:

• Approval by a minimum of 66 2/3% of the votes cast by Alder shareholders
  represented in person or by proxy at the annual and special meeting of
  shareholders as well as approval by a majority vote that will exclude
  the votes of certain related parties of the company as required by
  Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions, the details of which will be contained in the information circular to
  be provided to shareholders of Alder in connection with the annual and
  special meeting;
• Approval/acceptance of the TSXV of the Transaction;
• Alder shareholders holding collectively not more than 7.5% of the
  outstanding common shares of Alder having exercised their dissent
  rights.

In the event that the Arrangement is not completed under certain
circumstances, either Midlands or Alder may become obliged to pay the
other party a termination fee of C$100,000. In addition, the
Arrangement Agreement includes non-solicitation and superior proposal
provisions.

Full details of the transaction will be included in the management
information circular of Alder to be mailed to Alder shareholders in due
course.

A copy of the Arrangement Agreement will be filed under each of
Midlands’ and Alder’s profiles on SEDAR at www.sedar.com.

Voting Support and Board Approval

Prior to entering into the Arrangement Agreement, Midlands entered into
support and voting agreements with the management and certain members
of the board of directors of Alder (together, the “Locked-Up Shareholders”), collectively holding approximately 10.43% of the issued and
outstanding Alder Shares, whereby the Locked-Up Shareholders have
agreed to vote their Alder Shares in favour of the Arrangement at the
annual and special meeting of Alder shareholders. The directors of
Alder who are entitled to vote have unanimously approved the
Arrangement and will unanimously recommend that Alder shareholders vote
in favour of the Arrangement. Each director and senior officer of Alder
has indicated that they intend to vote in favour of the Arrangement.

The Midlands board of directors has unanimously approved the
transaction.

The issuance of the Midlands Shares, including those issuable on
exercise of the Alder Warrants and the Alder Options on a post-closing
basis and the proposed share consolidation of Midlands are each subject
to approval by the TSXV.

About Alder Resources Ltd.

Alder is a resource company focused on the development of gold and base
metal projects throughout the Americas. Alder’s current high priority
Cu-Au-Ag skarn/supergene/porphyry target is the Rosita project in
Nicaragua located 275 kilometres northeast of Managua. Alder has
current Inferred mineral stock pile resources of 7.95 million tonnes
grading 0.62% Cu, 0.46 g/t Au and 9.21 g/t Ag with numerous zones that
have near term potential to add to and enhance these resources. See the
technical report entitled “Rosita Cu-Au-Ag Project, RAAN, Nicaragua, NI
43-101 Technical Report on Mineral Resource Estimate of Rosita
Stockpiles” effective as of May 8, 2012, which is available under
Alder’s profile at www.sedar.com. In August 2011, Alder entered into an option agreement to acquire a
65% interest in the Rosita D concession from Calibre Mining Corp. by
issuing 1,000,000 shares and incurring expenditures of $4,000,000 over
four years. To date Alder has incurred approximately $3.5 million of
the $4.0 million obligation and has until October 2015 to incur the
remaining project expenditures and issue the remaining shares. For
additional information, please visit Alder’s website at www.alderresources.ca and follow Alder on Facebook, LinkedIn and Twitter: @AlderResources.
Qualified Person Don Dudek, P. Geo., Alder’s President and CEO and a
qualified person as defined by NI 43-101, has reviewed and approved the
scientific and technical content of this news release.

About Midlands Minerals Corporation

Midlands is a Canadian resource company with common shares that trade on
the TSX Venture Exchange under the symbol “MEX”. Additional information
on Midlands can be viewed under Midland’s profile at www.sedar.com or on Midlands’ website: www.midlandsminerals.com.

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
completion of the Arrangement, the receipt of regulatory approvals, 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 discoures
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