September 28, 2000

Press Release

MIDDLEFIELD BANCORP LIMITED ANNOUNCES INTENT TO ACQUIRE 2M ENERGY CORP.

MIDDLEFIELD BANCORP LIMITED ("MBN") announces that it intends to make a take-over bid for all the outstanding common shares of 2M Energy Corp. ("2M") not currently owned by it. As consideration, MBN will offer to shareholders of 2M two options. Option One will be $1.10 per 2M common share in cash. Option Two will be one MBN unit (a "Unit") for every three 2M common shares. Each Unit will consist of one MBN common share and a right (a "Right") which will not be separable and which will entitle the holder to receive either additional MBN common shares or at the shareholder's election, cash.

MBN beneficially owns or controls, directly or indirectly, 3,039,100 2M common shares representing approximately 19% of the outstanding 2M common shares. Two of the other major shareholders of 2M, Peter Braaten and Brompton Capital Corporation, who combined beneficially own or control, directly or indirectly, 1,928,064 2M common shares representing approximately 12% of the outstanding common shares of 2M (approximately 15% of the outstanding common shares not owned by MBN), have agreed to accept Option Two of the offer.

Shareholders of 2M choosing Option Two will make an election, within 30 days after 2M receives the payment under the Saltfleetby payment right agreement with Roc Oil Company Limited ("Roc"), to receive either additional MBN common shares or cash. The number of additional MBN common shares to be issued per Right, if a shareholder elects to receive additional MBN common shares, will be equal to the Saltfleetby Value divided by $3.00. The amount of cash to be paid per Right, if the shareholder elects to receive cash, will be equal to the Saltfleetby Value. The Saltfleetby Value will be $1.35 if Roc makes the maximum payment. In the event that 2M receives less than the maximum amount, the Saltfleetby Value will be reduced and will be zero if no payment is received from Roc. The Saltfleetby Value also will be reduced by any costs incurred by MBN in enforcing collection of the payment from Roc under the Saltfleetby payment right agreement with 2M. The Units will be held in escrow and will not be transferable until such time as the Saltfleetby Value is paid to holders of Units or is determined to be zero. At that time, the Rights will expire and the MBN common shares will be released from escrow. The additional MBN common shares or additional cash consideration will be delivered to holders of Units within 60 days of the receipt of the proceeds from Roc. It is currently anticipated that Roc will make this payment early in 2001.

MBN believes that this take-over bid brings substantial benefits to shareholders of both 2M and MBN. From the perspective of 2M shareholders, Option One represents a premium of 29% over the last trade of $0.85 per share on September 26, 2000 on the Toronto Stock Exchange. Option Two provides 2M shareholders with the right to receive the Saltfleetby Value together with the upside potential of MBN, a merchant bank with a broader capital base than 2M. From the perspective of MBN's shareholders, the take-over bid provides an attractive merchant banking opportunity based upon the profit potential of the Saltfleetby payment right, while at the same time increasing MBN's cash resources to execute its merchant banking strategy. In addition, MBN acquires exposure to the energy sector through 2M's oil and gas assets in Western Canada.

In connection with the take-over bid, MBN is requesting that 2M appoint a valuator to prepare a formal valuation which is to be completed in accordance with applicable Canadian securities laws by October 16, 2000. If the formal valuation is not received by this date, MBN has the option to withdraw the take-over bid. MBN intends to have its take-over bid circular mailed to shareholders of 2M as soon as practicable after MBN receives the formal valuation from 2M.

The offer will be subject to the usual conditions for take-over bids, including the conditions that the 2M common shares deposited under the take-over bid and not withdrawn, together with the 2M common shares owned by MBN, are equal to at least 51% of the issued and outstanding common shares of 2M, as well as no material adverse change in the business of 2M.

MBN is a Canadian merchant bank managed by Middlefield Group. MBN's principal objective is to create long term shareholder value through a twofold strategy of strategic investing in businesses with strong management and exceptional prospects for longer term earnings growth and special situation investing where there is excellent potential for significant capital appreciation. The aim is to produce a steady stream of growing earnings from strategic investments supplemented by earnings from special situation activities.

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

For further information contact:

W. Garth Jestley
President
(416) 362-0714