Press Release

IPO CLOSES AT $135 MILLION

Middlefield Group is pleased to announce that COMPASS Income Fund has completed its initial public offering of 13,500,000 trust units at a price of $10.00 per unit for gross proceeds of $135,000,000 in an offering co-led by CIBC World Markets Inc. and RBC Capital Markets. The other syndicate members are TD Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Scotia Capital Inc., HSBC Securities (Canada) Inc., Desjardins Securities Inc., Yorkton Securities Inc., Middlefield Securities Limited, Dundee Securities Corporation, Raymond James Ltd., Wellington West Capital Inc., Canaccord Capital Corporation, and Research Capital Corp.

COMPASS Income Fund is Middlefield’s fourth closed-end investment trust and the second combining the investment management experience of both Middlefield and Guardian Capital Inc., who will act as Co-Advisors to the Trust, responsible for asset mix and security selection. The trust units will trade on the Toronto Stock Exchange under the symbol CMZ.UN.

The objectives of COMPASS Income Fund are to provide unitholders with a stable monthly income stream of 9% per annum and to return the original price upon termination of the Trust in December 2009. The Trust will be invested in a diversified portfolio of securities consisting primarily of units of business funds, pipeline/energy distribution funds, power generation funds and real estate investment trusts.

For further information, please visit our website at www.middlefield.com or contact Nancy Tham, Vice-President, at (416) 362-0714 ext. 277.

April 16, 2002