ROLLOVER OF MRF 1999 II LIMITED PARTNERSHIP

Middlefield Mutual Funds Limited ("MMF") is pleased to announce that, in connection with the dissolution of MRF 1999 II Limited Partnership effective April 30, 2001 all of the assets of the Partnership were transferred to Middlefield Mutual Funds Limited, an open ended mutual fund, in exchange for the equivalent value of shares in MMF - Growth Class. For the purposes of the exchange, the net asset value of the Partnership was $35.51 per unit. This translates into an after-tax total return on money at risk of approximately 115%. As a result of the rollover, the total net assets of MMF - Growth Class increased to $131,200,000. The Growth Class is a top performing resource fund with a one year return of 38.1% to April 30, 2001.

The transfer is a tax free exchange which means that no disposition occurs and therefore no capital gains tax is payable as a result of the rollover. The capital gains tax liability which would arise upon disposition can be deferred by retaining the shares of the mutual fund rather than redeeming them. In the event of redemption, the capital gains will be included in the shareholder's tax return for that year when the shares are redeemed. Investors have the opportunity to switch into other classes of mutual funds and still be able to defer capital gains taxes until they actually redeem their mutual fund shares for cash. To provide investors with optimal flexibility in maintaining a diversified portfolio, in addition to the Growth Class, other funds currently offered are the Income Plus Class, a balanced high income fund, and the Equity Index Class, a large cap Canadian equity fund. Additional fund classes will be added in June, 2001. All the funds that are offered under this multi-class structure are fully eligible as Canadian content in RRSP's and other registered plans.

New MMF - Growth Class shareholders can determine their holdings by multiplying the number of units they held in the Partnership by 5.798. Shares of MMF - Growth Class have been credited to the beneficial holders. There are no fees charged on the transfer of units into MMF, nor on any redemption of the transferred assets.

For further information contact the undersigned:

Nancy Tham
416-362-0714 ext. 277

May 1, 2001