Middlefield Income Plus II Files Preliminary Prospectus

TORONTO, Jan. 27, 2012 /CNW/ - Middlefield Group, on behalf of Middlefield Income Plus II Corp. ("Income Plus II" or the "Fund"), is pleased to announce that it has filed a preliminary prospectus in relation to an initial public offering of equity shares (the "Shares") at a price of $12.00 per Share.

Income Plus II has been designed to provide investors with monthly cash distributions and the potential for capital appreciation. The Fund will be actively managed and initially comprised of 70% high dividend paying common shares and 30% fixed income securities of Canadian issuers that offer attractive opportunities for both stable income and capital appreciation.

The Fund will employ an investment strategy which is similar to that of Middlefield Income Plus Class mutual fund, which was launched in September 2000 and has maintained a consistent $0.07 per share monthly distribution since 2003.

Middlefield Capital Corporation will act as the investment advisor to the Fund.

The Fund's investment objectives are to provide holders of Shares with:

(i) stable monthly cash distributions; and

(ii) the opportunity for capital appreciation while emphasizing capital preservation.

Based on current estimates, the initial target distribution yield for the Fund is expected to be 6.00% per annum based on the original subscription price (or $0.06 per Share per month or $0.72 per Share per annum).

Middlefield Limited, the manager, intends that on or about March 27, 2014, the Fund will, subject to receipt of any regulatory approvals required, amalgamate on a tax-deferred basis with Middlefield Income Plus Class mutual fund.

Prospective purchasers investing in Income Plus II will have the option of paying for Shares in cash or by exchanging securities of issuers listed in the preliminary prospectus. Prospective purchasers under the exchange option will be required to deposit their exchange eligible securities prior to 5:00 p.m. (Toronto time) on February 23, 2012 in the manner described in the preliminary prospectus.

The syndicate of agents is being co-led by CIBC World Markets Inc. and RBC Capital Markets and includes BMO Capital Markets, National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., Canaccord Genuity Corp., GMP Securities L.P., Macquarie Private Wealth Inc., Raymond James Ltd., Middlefield Capital Corporation, Dundee Securities Ltd. and Mackie Research Capital Corporation.

A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from any of the agents named above. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.