Rollover of Explorer III Partnership Assets

    TORONTO, Jan. 15 /CNW/ - Middlefield Mutual Funds Limited (the "Mutual
Fund") announced today that, in connection with the planned dissolution of
EXPLORER III Resource Limited Partnership ("EXPLORER III" or the
"Partnership", cusip: 30215U101), it is proposing to transfer all of the
assets of EXPLORER III to the Resource Class of Middlefield Mutual Funds
Limited in exchange for mutual fund shares having the same aggregate net asset
value as that of the Partnership. The record date for the transfer is February
7, 2008 and the liquidity date is March 18, 2008. Appropriate elections under
applicable income tax legislation will be made to effect the transfer on a
tax-deferred basis during the period between record and liquidity dates.
    It is currently intended that EXPLORER III will be dissolved on or about
March 18, 2008. Investors will then be able to redeem their Resource Class
shares, retain them for longer-term growth or switch tax-free into any of the
other Mutual Fund classes. Remaining invested in the Mutual Fund avoids
incurring the capital gains tax liability that arises upon redemption of the
Mutual Fund shares.
    There are nine asset classes within the Mutual Fund, providing
significant flexibility to suit numerous investment objectives including
safety of capital, income and growth. The Classes currently offered are
Short-Term Income, Income Plus, Uranium Focused Metals, Canadian Balanced,
Global Growth, Canadian Growth, Resource, Equity Index and U.S. Growth. The
proposed transfer provides the partners of the Partnership with liquidity and
the ability to diversify their investments by participating in a large,
multi-class mutual fund.
    Investors should consult their advisors to determine the strategy that is
most suitable for them for the achievement of their own personal needs and

For further information:

For further information: visit our website at or
contact the undersigned: Nancy Tham, Senior Vice President, (416) 847-5349

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Middlefield Mutual Funds Limited

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