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Press release from CNW Group

JOINT PRESS RELEASE - Uranium Focused Energy Fund Merger into MBN Corporation

Thursday, August 01, 2013

JOINT PRESS RELEASE - Uranium Focused Energy Fund Merger into MBN Corporation

16:15 EDT Thursday, August 01, 2013

CALGARY, Aug. 1, 2013 /CNW/ - Middlefield Group is pleased to announce that, further to the press release dated June 24, 2013, Uranium Focused Energy Fund ("Uranium") will be merging with MBN Corporation ("MBN") on or about August 28, 2013 (the date of completion being the "Effective Date"), subject to satisfying all regulatory requirements and customary closing conditions. MBN will be the continuing entity pursuant to the merger. The merger is expected to provide investors with the opportunity to hold shares of an investment company that offers a larger market capitalization, increased trading liquidity and lower operating costs on a per share basis.  All costs and expenses associated with the merger will be borne by the manager, Middlefield Limited.

The merger will be effected at an exchange ratio calculated as the net asset value per unit of Uranium divided by the net asset value per equity share of MBN ("Equity Share"), determined as at the close of trading on the Toronto Stock Exchange (the "TSX") on the business day immediately prior to the Effective Date. Pursuant to the merger, MBN will acquire the assets and assume the liabilities of Uranium and will issue Equity Shares to Uranium in satisfaction of the purchase price for all of the property of Uranium. The merger will not be effected on a tax-deferred roll-over basis and, accordingly, any gain or loss on the transfer of units of Uranium to MBN will result in the transferring unitholder being subject to tax on such gain or realizing such loss. The redemption price for Uranium is $2.07 per unit and will be paid out on August 22, 2013. Uranium will continue to trade on the TSX under the symbol "UF.UN" until August 27, 2013, the business day immediately prior to the Effective Date.

Information Regarding MBN

MBN (formerly named Middlefield Tactical Energy Corporation and, prior to that name, OilSands Canada Corporation) is a corporation incorporated under the laws of Ontario by articles of incorporation dated June 1, 2007 and which subsequently continued under the laws of Alberta on March 19, 2010.  MBN changed its name to its current name effective February 23, 2012. Middlefield Limited, the manager of Uranium, also is the manager of MBN. Similarly, the investment advisor of MBN is Middlefield Capital Corporation, which also is the investment advisor of Uranium.

Investment Strategy

MBN's principal objective is to create long-term value through the implementation of a dual track strategy.  The first track is to grow MBN's assets under management by merging with other investment funds in order to reduce per share administrative expenses and increase shareholder liquidity.  The second track is to pursue opportunities within the broader financial services sector to acquire investment management companies and/or establish such companies working with proven investment managers.  The latter strategy leverages upon Middlefield's considerable track record as a manager within the investment funds space.  MBN is not currently subject to any investment restrictions.

Redemptions and Retractions

The Equity Shares of MBN do not have any monthly or annual redemption or retraction rights attached to them. MBN in its sole discretion may from time to time repurchase Equity Shares which a holder of Equity Shares may wish to sell, on such dates (any such date being a "Retraction Date"), in such amounts, at such price and upon such advance notice by press release as the board of directors of MBN may determine from time to time. MBN has not set any Retraction Dates. In the event the board of directors of MBN sets a Retraction Date, a holder of Equity Shares who properly surrenders one or more Equity Shares for repurchase on such Retraction Date will receive such proceeds per Equity Share as the board of directors of MBN may determine from time to time or calculated in such manner as the board of MBN may determine appropriate from time to time, provided, however, that the retraction proceeds per Equity Share shall be lower than the net asset value per Equity Share as of the applicable Retraction Date.

Share Capital

Holders of Uranium units will receive Equity Shares of MBN pursuant to the merger. MBN is authorized to issue an unlimited number of Equity Shares, each of which entitles the holder thereof to one vote at any meeting of shareholders of MBN for which Equity Shares are entitled to vote. Except as required by applicable law, holders of Equity Shares are not entitled to receive notice of, to attend or to vote at any meeting of the shareholders of MBN.

MBN also is authorized to issue an unlimited number of shares designated as Class M Shares, of which 100 are outstanding.  The holders of Class M Shares are entitled to one vote per share.  For so long as shares of any class of shares of MBN other than Class M Shares remain issued and outstanding, the holders of Class M Shares are not entitled to receive any dividends on Class M Shares. Class M Shares are redeemable at the option of either MBN or a holder thereof at a price of $1.00 per share. Class M Shares rank subsequent to the Equity Shares with respect to distributions on the dissolution, liquidation or winding-up of MBN. A trust established for the benefit of the holders from time to time of the Equity Shares owns all of the currently outstanding Class M Shares.

Dividends

MBN currently does not pay a dividend and the payment of any dividends in the future by MBN will be determined in the sole discretion of MBN's board of directors.

Certain Additional Powers of the Board of MBN

MBN directors have the power, in their discretion: (i) to return capital of MBN to holders of Equity Shares in such manner as the board of directors may determine to be appropriate including, without limitation, by way of declaring a dividend or other distribution out of the capital of MBN and/or undertaking an issuer bid for Equity Shares; (ii) to merge, amalgamate or combine with one or more other investment funds from time to time, and to issue Equity Shares in connection therewith; (iii) to start up or acquire one or more operating businesses involved in the financial services industry and to issue Equity Shares in connection therewith and, in connection with the foregoing to do all things necessary or desirable in order to cease being treated as an investment fund for securities law purposes; and (iv) to amend the articles and the by-laws of MBN and/or any agreements to which MBN is a party to the extent the board of directors determines necessary or desirable in connection with any of the foregoing.

Equity Shares of MBN trade under the symbol "MBN" on the TSX.

Certain statements in this press release may be viewed as forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, intentions, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "is expected", "anticipates", "plans", "estimates" or "intends" (or negative or grammatical variations thereof), or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Statements which may constitute forward-looking statements relate to: the proposed timing of the merger between Uranium and MBN and expected completion thereof; the expected benefits of the merger; the funds that are proposed to be merged; the payment of dividends on the Equity Shares; and the retraction of Equity Shares by MBN.  Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements including as a result of changes in the general economic and political environment, changes in applicable legislation, and the performance of each fund. Actual events or results may differ materially from such forward-looking statements as a result of risks facing one or both of the funds, most of which are beyond the control of the funds. There are no assurances the funds can fulfill such forward-looking statements and the funds do not undertake any obligation to update such statements.

SOURCE: Uranium Focused Energy Fund

For further information:

For further information on MBN, including its annual report and annual information form which outline MBN's investment strategy and other features and attributes, please visit our website at www.middlefield.com or contact Richard Faiella, Managing Director 1.888.890.1868 or rfaiella@middlefield.com.

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