Shareholders approve amalgamation involving Middlefield Bancorp Limited and Middlefield Tactical Energy Corporation

TORONTO, Feb. 2, 2012 /CNW/ - Middlefield Limited, the manager of Middlefield Bancorp Limited ("Middlefield Bancorp") and of Middlefield Tactical Energy Corporation ("Tactical Energy"), is pleased to announce that the shareholders of each fund today approved the amalgamation (the "Amalgamation") involving Middlefield Bancorp and Tactical Energy (to be effected by way of the amalgamation of Middlefield Bancorp with a wholly-owned subsidiary of Tactical Energy). Pursuant to the Amalgamation, shareholders of Middlefield Bancorp will receive equity shares of Tactical Energy in exchange for their Middlefield Bancorp shares on a relative net asset value basis as determined at the close of trading on the Toronto Stock Exchange (the "TSX") on the business day prior to the effective date of the Amalgamation.

The Amalgamation is expected to provide shareholders with the benefits of an investment in a continuing fund that offers a larger market capitalization, increased trading liquidity and lower operating costs on a per share basis. In addition, the shareholders of Tactical Energy approved a special resolution granting additional powers to its board of directors in order to, among other things, facilitate growing the fund.  Details regarding the resolutions passed at the meetings by the shareholders of Middlefield Bancorp and Tactical Energy are set out in the respective Management Information Circulars dated January 3, 2012 of each fund.  It is expected that the Amalgamation will occur on or about February 23, 2012.

In conjunction with the Amalgamation, Tactical Energy, which will be the continuing fund, plans to change its name to "MBN Corporation".  Going forward, it is expected that the investment portfolio of MBN Corporation (the "Continuing Fund") will continue to be managed with the goal of enhancing returns by focusing on those areas in which Middlefield possesses considerable expertise, including the oil and gas, mining and uranium sectors.

It is expected that the trading symbol on the TSX for the shares of the Continuing Fund will be changed from "OCF" to "MBN" on or about the completion of the Amalgamation.  Since "MBN" is also the TSX trading symbol for the shares of Middlefield Bancorp, the historical price information that is associated with this trading symbol will not be comparable to the share price information following the Amalgamation.

This press release may contain forward-looking information, including with respect to the timing and completion of the Amalgamation, the manner of managing the investment portfolio of the Continuing Fund, and the trading symbol and historical price information of the Continuing Fund. These forward-looking statements are subject to various risks and uncertainties that could cause results to differ materially from the expectations expressed. The forward-looking information contained in this press release constitutes each fund's current expectation, as of the date of this press release, with respect to the matters covered hereby. Investors and others should not assume that any forward-looking statement contained in this press release represents each fund's estimate as of any date other than the date of this press release.

SOURCE Middlefield Bancorp Limited

For further information:

For further information on the Continuing Fund, please visit our website at www.middlefield.com or contact your financial advisor or Garth Jestley at 416 847-5346.

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Middlefield Bancorp Limited

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Middlefield Tactical Energy Corporation

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