Press Release
January 30, 1998

MRF 1996 Limited Partnership ("MRF 1996")

Effective January 7, 1998, the assets of MRF 1996 were transferred to Middlefield Growth Fund ("MGF") in exchange for the equivalent value of shares in MGF. For purposes of the transfer, the net asset value of MRF 1996 was $858 per unit. To determine how many shares of MGF you own, simply multiply the number of units held in MRF 1996 by 132.1509. Your MGF statement setting forth details of the rollover is enclosed. This was a tax free rollover which means that no capital gains tax is payable while you retain your shares of MGF.

Based upon the value of units on January 7, 1998, MRF 1996 produced a solid return for investors. For example, on the rollover date, an individual investor who is resident in Ontario and is subject to the highest marginal tax rate had an unrealized after tax return of approximately 11.4% on money at risk. To put this return in context, a conventional common stock investment would have had to appreciate by 18.6% to achieve the same after tax return. By way of further comparison, the TSE Oil & Gas Total Return Index grew by 3.6% in 1997.

As you may already know, MGF's portfolio consists of growth stocks heavily weighted toward the intermediate and senior oil and gas producers. Your initial investment in the resource sector has now been extended by the tax free rollover into MGF. Although the oil and gas sector has corrected substantially over the last several months, we believe the long term outlook remains positive.

Respectively submitted on behalf of the General Partner, MRF 1996 Management Limited

W. Garth Jestley
President