Securities Law & Instruments

Headnote

Applicant deemed to have ceased to be offering its securities to the public under the OBCA.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the "OBCA") AND IN THE MATTER OF ALDER RESOURCES LTD. (the "Applicant")

ORDER (Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission that:

1. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the "Common Shares").

2. The head office of the Applicant is located at 120 Adelaide Street West, Suite 2400, Toronto, ON M5H 1T1.

3. On July 24, 2015, by way of plan of arrangement under section 182 of the OBCA, Midlands Minerals Corporation (now Rosita Mining Corporation) ("Midlands") acquired all of the issued and outstanding Common Shares, for consideration of 1.81 of a common share of Midlands per Common Share, calculated on a pre-consolidation basis.

4. As of the date of this decision, all of the issued and outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by a sole securityholder, Midlands.

5. The Common Shares were delisted from the TSX Venture Exchange on July 27, 2015.

6. No securities of the Applicant, including debt securities, are traded in Canada or in another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

7. Pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status, the British Columbia Securities Commission confirmed the Applicant's non-reporting issuer status in British Columbia effective August 17, 2015.

8. The Applicant is a reporting issuer, or the equivalent, in the provinces of Alberta and Ontario (the "Jurisdictions") and is not currently in default of any applicable requirements of the securities legislation in any of the Jurisdictions.

9. The Applicant has no intention to seek public financing by way of an offering of securities.

10. On August 14, 2015, the Applicant made an application to the Ontario Securities Commission, as principal regulator on behalf of the securities regulatory authorities in the Jurisdictions, for a decision that the Applicant is not a reporting issuer in the Jurisdictions (the "Reporting Issuer Relief Requested").

11. Upon the grant of the Reporting Issuer Relief Requested, the Applicant will not be a reporting issuer or equivalent in any jurisdiction of Canada.

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

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

DATED at Toronto on this 25th day of August, 2015.

"Edward P. Kerwin"
Ontario Securities Commission
 
"William Furlong"
Ontario Securities Commission