December 18, 2000

Press Release

MBN ANNOUNCES COMPULSORY ACQUISITION OF REMAINING OUTSTANDING
COMMON SHARES OF 2M ENERGY CORP.

MIDDLEFIELD BANCORP LIMITED ("MBN") previously announced that it has taken up and paid for all of the common shares of 2M Energy Corp. ("2M") tendered to MBN's offer to purchase, which expired on November 10, 2000. A total of 13,206,991 common shares of 2M had been tendered to the offer. The tendered shares represented approximately 78.3% of the outstanding common shares of 2M, excluding the 3,457,700 common shares already held by MBN. As a result of the completion of the offer, MBN now owns 16,664,691 common shares of the total 16,872,516 outstanding common shares of 2M.

MBN intends to utilize the compulsory acquisition procedure set out in the Ontario Business Corporations Act to acquire all common shares of 2M Energy Corp. which remain outstanding, as described in MBN's takeover bid circular which accompanied the offer. MBN expects that 2M common shares will be delisted from the Toronto Stock Exchange as a result of this procedure.

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.

Middlefield Bancorp Limited trades on the Toronto Stock Exchange under the symbol "MBN".

For further information, contact:

W. Garth Jestley
President
(416) 362-0714