Mr. Craig Pearman of Midlands reports

MIDLANDS MINERALS CORPORATION AND ALDER RESOURCES LTD. ANNOUNCE BUSINESS COMBINATION

Midlands Minerals Corp. and Alder Resources Ltd. have entered into a definitive 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 provides that Midlands will be acquiring each outstanding Alder common share in exchange for 1.81 common shares of Midlands (on a preconsolidation basis). Based on the 45-day volume-weighted average price (VWAP) of Midlands' common shares on the TSX Venture Exchange ending on May 26, 2015, the exchange ratio represents a premium of approximately 31.6 per cent to the 45-day VWAP of the Alder common shares. The total consideration to Alder shareholders is approximately $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 of Midlands shares.

Don Dudek, president and chief executive officer 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 standout 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."

In accordance with the terms of the outstanding warrants to acquire Alder shares, 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 preconsolidation basis).

In addition, in accordance with the terms of the outstanding options to acquire Alder shares, 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 option, in accordance with its terms, for the same aggregate consideration payable for such option, 1.81 Midlands shares (on a preconsolidation 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 TSX-V, to purchase from Alder a $100,000 unsecured non-convertible debenture, bearing interest at a rate of 10 per cent 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 Sept. 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 size of 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 comprise 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 postconsolidation common share for each 10 preconsolidation shares held. The shareholders meeting of Midlands is scheduled for July 9, 2015.

Benefits to Alder shareholders:

• Based on May 26, 2015, 45-day volume-weighted average prices, Midlands shares offered for each Alder share represent consideration of 1.81 cents per share, representing a 31.6-per-cent premium that Alder management and directors believe is fair to Alder shareholders in the context of the current market environment;
• 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 66-2/3rds per cent 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 TSX-V of the transaction;
• Alder shareholders holding collectively not more than 7.5 per cent 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 $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.

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, collectively holding approximately 10.43 per cent 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 postclosing basis, and the proposed share consolidation of Midlands are each subject to approval by the TSX-V.

We seek Safe Harbor.