Press Release

PRIVATE PLACEMENT ANNOUNCED BY MIDDLEFIELD BANCORP

Middlefield Bancorp Limited announced that its board of directors has approved an offering by way of private placement, subject to regulatory approval, of up to 2,500,000 common shares at a price of $2.10 per share. If the maximum number of shares is subscribed for, the number of outstanding common shares of Middlefield Bancorp will be increased from 5,517,000 to 8,017,000.

Middlefield Bancorp has recently changed its business mandate to include merchant banking investment activities both in Canada and worldwide. Management services for the Company are now being provided by the Middlefield Group. In addition, the Company is pleased to announce that Gordon Stollery, Chairman of Northstar Energy Corporation, has recently been appointed to its board of directors.

The Company recorded earnings per share of $0.14 for the fiscal year ended October 31, 1996. In the first quarter ending January 31, 1997, earnings per share were $0.04 compared to $0.02 for the same period last year.

The Company's shares trade on the Toronto Stock Exchange under the symbol MBN.

For more information, contact:

Dean Orrico
Vice President
(416) 362-0714

May 15, 1997