Middlefield Bancorp announces amalgamation with 2M Energy Corp. and change to an investment fund

TORONTO, Oct. 19, 2011 /CNW/ - MIDDLEFIELD BANCORP LIMITED ('MBN') is pleased to announce that it has amalgamated with its wholly-owned subsidiary, 2M Energy Corp. ('2M'), effective October 12, 2011.  The amalgamation was implemented to reduce general and administrative costs.

In addition, MBN is conducting a strategic review of its entire business in order to seek to further reduce costs and maximize shareholder value.  The outcome of this process is expected to be presented to shareholders for approval, if necessary, at the upcoming Annual General Meeting scheduled for March 6, 2012 (the 'AGM').

As a first step toward further cost reduction, MBN will become an investment fund governed by National Instrument 81-106 effective on or about November 1, 2011.  Cost savings will result for several reasons, including MBN's not having to adopt the IFRS accounting regime until such time as investment funds are required to do so.  In addition, further cost savings will result from using Middlefield's existing Independent Review Committee for conflict matters under National Instrument 81-107 in place of MBN's current board of directors. 

Becoming an investment fund is a natural evolution of MBN's business, since MBN is currently primarily engaged in the business of investing in equity and equity-related securities.  This change is not expected to constrain the strategic alternatives under consideration for presentation to shareholders at the AGM.

MBN trades on the Toronto Stock Exchange under the symbol 'MBN'.

Certain statements in this press release may be viewed as forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, intentions, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as 'expects', 'is expected',  'plans' or 'intends' (or negative or grammatical variations thereof), or stating that certain actions, events or results 'may', 'could', 'would', 'should' or 'will' be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Statements which may constitute forward-looking statements relate to: the proposed timing of the change of MBN to an investment fund; the timing of the AGM; and expected costs savings and benefits resulting from the change to an investment fund and the impact thereof on MBN's strategic alternatives. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements including as a result of changes in the general economic and political environment, changes in applicable legislation, and the performance of MBN. Such forward-looking statements are only predictions; actual events or results may differ materially as a result of risks facing MBN, many of which are beyond the control of MBN. MBN does not undertake any obligation to update such statements.

Middlefield Bancorp Limited

CONTACT: visit our website at www.middlefield.com or contact:



W. Garth Jestley

President and Chief Executive Officer

(416) 847-5346