Middlefield Income Plus II Files Final Prospectus

Maximum $150 Million - Closing March 20, 2012

TORONTO, Feb. 28, 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 final 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. The net asset value per Series A share of Middlefield Income Plus Class was $16.15 as of February 17, 2012.

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

The initial target distribution yield for the Fund is expected to be 6.0% 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 then required, amalgamate on a tax-deferred basis with Middlefield Income Plus Class mutual fund.

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.

This press release is for information purposes only and does not constitute an offer to sell or a solicitation to buy the securities referred to herein. This offering is only made by prospectus.  The prospectus contains important detailed information about the securities being offered.  Copies of the prospectus may be obtained from your IIROC registered financial advisor.  Investors should read the prospectus before making an investment decision.

please visit our website at www.middlefield.com or contact Nancy Tham, Managing Director, Sales and Marketing, at 416.847.5349 or 1.888.890.1868.