THIRTEEN RESOURCE LIMITED - Middlefield · REPORT MRF 2013 RESOURCE LIMITED PARTNERSHIP. A NOTE ON FORWARD LOOKING STATEMENTS This document may contain forward looking statements,

TWENTY THIRTEEN ANNUAL REPORT

MRF 2013 RESOURCE LIMITED

PARTNERSHIP

A NOTE ON FORWARD LOOKING STATEMENTSThis document may contain forward looking statements, including statements regarding: the Fund, its strategies, goals and objectives; prospects; future performance or condition; possible future actions to be taken by the Fund; and the performance of investments, securities, issuers or industries in which the Fund may from time to time invest. Forward looking statements include statements that are predictive in nature, that depend upon or refer to future results, events, circumstances, expectations and performance, or that include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or negative versions thereof and other similar wording. Forward looking statements are not historical facts, but reflect the Fund’s current beliefs as of the date of this document regarding future results, events, circumstances, expectations or performance and are inherently subject to, among other things, risks, uncertainties and assumptions about the Fund and economic factors. Forward looking statements are not guarantees of future performance, and actual results, events, circumstances, expectations or performance could differ materially from those expressed or implied in any forward looking statements contained in this document. Factors which could cause actual results, events, circumstances, expectations or performance to differ materially from those expressed or implied in forward looking statements include, but are not limited to: general economic, political, market and business factors and conditions; commodity price fluctuations; interest and foreign exchange rate fluctuations; global equity and capital markets; the financial condition of each issuer in which the Fund invests; the effects of competition in the industries or geographic areas in which the Fund may invest; statutory and regulatory developments; unexpected judicial or regulatory proceedings; and catastrophic events. Readers are cautioned that the foregoing list of factors is not exhaustive and to avoid placing undue reliance on forward looking statements due to the inherent uncertainty of such statements. The Fund does not undertake, and specifically disclaims, any obligation to update or revise any forward looking statements, whether as a result of new information, future developments, or otherwise.

Middlefield CORPORATE PROFILE

TABLE OF CONTENTS

Corporate Profile

2 2013 Review and Outlook

4 Annual Management Report of Fund Performance

9 Management’s Responsibility for Financial Reporting

9 Independent Auditor’s Report

10 Financial Statements

14 Notes to Financial Statements

20 Middlefield Funds Family

Corporate Information

Since its inception in 1979, the Middlefield Group, with

over $3 billion in assets under management, has established

a strong reputation as a creator and manager of unique

investment products designed to balance risk and return

to meet the demanding requirements of investment

advisors and their clients. These financial products include

Mutual Funds, Private and Public Resource Funds, Venture

Capital Assets, TSX Publicly Traded Funds and Real Estate

Investment Partnerships.

Many of Middlefield’s investment products are designed

and managed by our own professionals while some involve

strategic partnerships with other “best-in-class” firms that

bring unique value to our product offerings. Our investment

team comprises portfolio managers, analysts and traders.

Guardian Capital LP, one of the pioneers in developing

income products, acts as Co-Advisor on several of our

income funds while Groppe, Long & Littell, based in Houston

and one of the world’s leading forecasters of oil and natural

gas prices, acts as Special Advisor with respect to the

strategic outlook for the energy sector.

Looking ahead, Middlefield remains committed to the

goal of developing new and unique investment products

to assist investment advisors in providing added value for

their clients.

Income Plus Mutual FundAWARD WINNING

(Left to right) JEREMY BRASSEUR, Managing Director, Corporate Development, NANCY THAM, Managing Director, Sales and Marketing, ANDY NASR, Managing Director and Senior Portfolio Manager, ROB LAUZON, Managing Director, Western Canada, DEAN ORRICO, President and Chief Investment Officer, RICHARD FAIELLA, Managing Director, International, DENNIS DA SILVA, Managing Director and Senior Portfolio Manager, and MICHAEL BURY, Executive Director, Investments

Performance. One Step at a Time.

For more information, call toll-free 1.888.890.1868 www.middlefield.com

Commissions, trailing commissions, management fees and expenses all may be associated with an investment in the mutual fund products managed by Middlefield. The Middlefield mutual funds are not guaranteed, their values change frequently and past performance may not be repeated. Please read the prospectus before investing.

The Lipper Fund Awards were awarded based on the best risk-adjusted performance over the periods identified ending October 31, 2011 for the 2012 Lipper Awards, and October 31, 2012 for the 2013 Lipper Award (Series A). FundGrade® “A” Award for Outstanding Performance in the calendar year of 2012.Although Lipper makes reasonable efforts to ensure the accuracy and reliability of the data contained herein, the accuracy is not guaranteed by Lipper. Users acknowledge that they have not relied upon any warranty, condition, guarantee or representation made by Lipper and any use of the data for analyzing, managing or trading financial instruments is at the user’s own risk. This is not an offer to buy or sell securities. Lipper Inc. is a Thomson Reuters company.

CALGARY 812 Memorial Drive NW Calgary, Alberta T2N 3C8 Phone: 403.269.2100 Fax: 403.269.2911 Toll Free: 1.888.890.1868

LONDON288 Bishopsgate London, England EC2M 4QP Phone: 0207.814.6644 Fax: 0207.814.6611

SAN FRANCISCO One Embarcadero CenterSuite 500San Francisco, California, USA 94111Phone: 415.835.1308Fax: 415.835.1350

TORONTO First Canadian Place 58th Floor, P.O. Box 192 Toronto, Ontario M5X 1A6 Phone: 416.362.0714 Fax: 416.362.7925

• Balanced fund providing equity and fixed income exposure

• Stable monthly income of $0.07/share since October 2003

• Current yield as at January 31, 2014: 5.2%

• FundGrade® “A” Award for Outstanding Performance

#1 NEUTRAL BALANCED MUTUAL FUND OVER 10-YEARS

Middlefield Income Plus Class

#1 NEUTRAL BALANCED MUTUAL FUND OVER 3-YEARS


#1 CANADIAN EQUITY BALANCED MUTUAL FUND OVER 10-YEARS


2 MRF 2013 RESOURCE LIMITED PARTNERSHIP

In 2013, equity markets generated strong

performance as accommodative fiscal and

monetary policies had a positive impact on

global growth. The economic recovery in

developed markets, such as the U.S., Europe

and Japan is supporting global trade and

offsetting slower growth in emerging markets.

While U.S. GDP has been increasing during

the past few years, Europe only recently

emerged from recession after implementing

austerity measures and economic reforms. In

the U.S., consumers and corporations remain

very well positioned to increase spending

after enduring several years of debt reduction

and reduced government expenditures. As

a result, U.S. consumer confidence should

continue to increase, supported by a reduction

in household leverage, improved employment

and rising household wealth. Growth in

the U.S. is also expected to have a positive

impact on corporate profitability in Canada,

which remains America’s largest trading

partner. Canadian equity valuations are very

reasonable and corporate earnings, driven by

a recovery in the resource sector, are expected

to increase as global demand accelerates.

We remain constructive on the long-term

outlook for oil and natural gas and maintain

the view that North American natural gas and

global oil production have peaked. We believe

that long-term oil prices will be in the range

of US$80 to US$100 per barrel during the

next five to ten years as new supply remains

MIDDLEFIELD RESOURCE FUNDS CURRENTLY COMPRISE

FIVE FUNDS, MRF 2012, MRF 2013, MRF 2014, DISCOVERY 2012 AND DISCOVERY 2013. THE

OBJECTIVE OF THE FUNDS IS TO GENERATE ATTRACTIVE TAX-ADVANTAGED RETURNS

FROM A DIVERSIFIED PORTFOLIO OF RESOURCE COMPANIES. TO GENERATE THESE

TAX BENEFITS, THE FUNDS INVEST IN FLOW-THROUGH COMMON SHARES BUT ARE

DIFFERENTIATED FROM ONE ANOTHER PRIMARILY BY THE INVESTMENT STRATEGIES

USED TO ACHIEVE THEIR OBJECTIVES. WHILE BOTH MRF AND DISCOVERY EMPHASIZE AN

ACTIVELY MANAGED, DIVERSIFIED PORTFOLIO, THE MRF STRATEGY HAS A BIAS TOWARDS

ENERGY ISSUERS, WHILE DISCOVERY FUNDS ARE MORE FOCUSED ON MINING COMPANIES.

MIDDLEFIELD RESOURCE FUNDS

2013Review and Outlook

MIDDLEFIELD 2013 ANNUAL REPORT 3

expensive to develop. The spread between

WTI and Brent oil prices should continue

to narrow as the completion of several

energy infrastructure projects alleviates

the bottleneck at the Cushing terminus in

Oklahoma. In addition, we believe that the

prices realized by Canadian producers will

increase as improved access to U.S. refineries

cause heavy oil differentials to narrow. While

unconventional shale oil production continues

to increase, we expect it to peak in 2016,

which should further support the Canadian

energy sector.

The fundamentals in the natural gas sector

have improved significantly over the last

12 to 18 months. Increased industrial demand,

cold weather and a reduction in supply growth

have reduced current storage inventories

to 30% below the five-year average and

40% below last year’s levels. In addition, the

number of U.S. natural gas rigs in operation

is near a 13 year low. For these reasons,

we expect gas prices to remain strong in

2014. Longer term, the development of LNG

export facilities, commencing in 2016, should

enable producers to access European and

Asian markets where gas sells at a significant

premium to North American prices.

Precious metals finished a challenging year

in 2013 due to reduced inflationary pressures.

However, we expect gold prices to stabilize

in the US$1,100 to US$1,300/oz range,

supported by all-in industry production costs

of approximately US$1,100/oz. Central Bank

demand remains strong as governments

continue to diversify foreign reserve holdings

beyond the U.S. dollar. With respect to base

metals, growth in developing economies is

expected to have a positive impact on demand

while supply constraints should support higher

prices due to various challenges, including:

the difficulty of finding new material deposits,

environmental opposition, and threats of

nationalization or fiscal changes in key regions

around the world.

On average, premiums for flow-through

shares remained in-line with previous years,

reflecting continued demand for flow through

investments. Our longstanding experience

as flow through investors is supported by

our emphasis on larger companies run by

management teams with a proven ability to

add value. As a result of this approach, over

the long term, Middlefield’s flow through

partnerships have generated strong after tax

returns with low volatility.

Dean Orrico Dennis da SilvaPresident and Managing Director, Chief Investment Officer Resource Group

2013 REVIEW AND OUTLOOK


ANNUAL MANAGEMENT REPORT OF FUND PERFORMANCEFOR THE PERIOD ENDED DECEMBER 31, 2013

This annual management report of fund performance contains financial highlights and should be read in conjunction with the complete audited annual financial statements of the investment fund that follow this report.

Unitholders may contact us by calling 1-888-890-1868, by writing to us at Middlefield Group at one of the addresses on the back cover or by visiting our website at www.middlefield.com to request a copy of the investment fund’s proxy voting policies and procedures or quarterly portfolio disclosure. The investment fund has obtained exemptive relief from the requirement to prepare and file a proxy voting disclosure record.

Management’s Discussion of Fund Performance

Investment Objective and StrategiesThe investment objective of MRF 2013 Resource Limited Partnership (the “Fund”) is to provide unitholders with capital appreciation and significant tax benefits to enhance after-tax returns. In order to achieve the Fund’s investment objective, all available proceeds are invested by the Fund in a diversified portfolio of equity securities of Canadian exploration, development and production companies involved primarily in the oil and gas and mining sectors. The Fund initially invests in common shares or warrants issued on a flow-through basis by resource companies such that the resulting expenditures renounced to the Fund provide tax deductions to the Fund equal to 100% of the gross proceeds of the initial offering which closed on February 22, 2013.

Risk The Fund is a speculative offering and is exposed to several risk factors that may affect its performance. The overall risk of the Fund is as described in its prospectus dated January 30, 2013. Since commencement of operations, the risk level of the Fund may have been impacted as follows:

Market RiskMarket risk describes the Fund’s exposure to volatility in the market value of its underlying securities. Equity markets and commodity prices exhibited volatility in 2013 due to uncertainty relating to the U.S. Federal Reserve’s plans to taper its quantitative easing program and continued geopolitical tensions in the Middle East. In addition, the Canadian resource sector witnessed increased market volatility as a result of a slow down

in emerging market growth and corresponding demand for natural resources. The Fund seeks to mitigate risk through active management, portfolio diversification and through consultation with Groppe, Long & Littell (“Groppe”), an oil and natural gas consulting firm based in Houston, who acts as a Special Advisor to Middlefield Capital Corporation, the advisor to the Fund (“MCC” or the “Advisor”). Groppe provides analysis of the global and political forces impacting the prices of oil and natural gas.

Results of Operations Investment Performance The Fund raised $40 million in early 2013 that was invested in flow-through common shares or warrants of Canadian resource companies. As at December 31, 2013, the invested portfolio assets were primarily comprised of companies operating in the energy sector with the balance invested in issuers in the mining sector.

The Fund commenced operations on February 22, 2013 and, as a result, there are no comparative figures for the prior year. At December 31, 2013 the Fund’s net asset value was $20.20 per unit, representing a total after-tax return on money-at-risk of 26% for an Ontario investor taxed at the highest marginal tax rate.

Investment income for the partial 2013 period amounted to approximately $202,000 and was comprised of interest earned on cash balances. Expenses for the period totalled $0.8 million which contributed to the management expense ratio (“MER”) of 10.41%. The MER is high as a result of the inclusion of issuance costs as part of the expenses used to calculate the ratio in the year of the initial public offering. Excluding issuance costs and interest expenses, the MER is 2.62% for the period ended December 31, 2013. A net investment loss of $0.6 million was recorded. It is not the intention of the Fund to generate net investment income but instead, as described earlier, to generate capital appreciation and significant tax benefits over the life of the Fund.

On a per unit basis the net assets of the Fund decreased by 12.8% from $23.10 at inception to $20.14 on December 31, 2013. An unrealized loss on investments of $4.2 million or $2.60 per unit has been recorded as at December 31, 2013. The decrease is attributable primarily to the premiums paid for flow-through shares.



Credit FacilityThe Fund has a demand credit facility that enables the Fund to borrow up to an amount not exceeding 10% of the gross proceeds raised. As at December 31, 2013 the Fund had a loan payable of $3.1 million representing approximately 7.8% of gross proceeds raised and 9.6% of net assets. The minimum and maximum amounts borrowed during the period were $1.7 million and $3.1 million, respectively. The loan proceeds were used to finance expenses incurred by the Fund, in order to maximize the allocation of initial offering gross proceeds towards the purchase of flow-through shares. The credit facility provides the lender with a security interest over the assets of the Fund.

Trends We remain constructive on the long-term outlook for oil and natural gas and maintain the view that North American natural gas and global oil production have peaked. We believe that long-term oil prices will be in the range of US$80 to US$100 per barrel during the next five to ten years as new supply remains expensive to develop. The spread between WTI and Brent oil prices should continue to narrow as the completion of several energy infrastructure projects alleviates the bottleneck at the Cushing terminus in Oklahoma. In addition, we believe that the prices realized by Canadian producers will increase as improved access to U.S. refineries cause heavy oil differentials to narrow. While unconventional shale oil production continues to increase, we expect it to peak in 2016, which should further support the Canadian energy sector.

The fundamentals in the natural gas sector have improved significantly over the last 12 to 18 months. Increased industrial demand, cold weather and a reduction in supply growth have reduced current storage inventories to 30% below the five-year average and 40% below last year’s levels. In addition, the number of U.S. natural gas rigs in operation is near a 13 year low. For these reasons, we expect gas prices to remain strong in 2014. Longer term, the development of LNG export facilities, commencing in 2016, should enable producers to access European and Asian markets where gas sells at a significant premium to North American prices.

Precious metals finished a challenging year in 2013 due to reduced inflationary pressures. However, we expect gold prices to stabilize in the US$1,100 to US$1,300/oz range, supported by all-in industry production costs of approximately US$1,100/oz. Central Bank demand remains strong as governments continue to diversify foreign reserve holdings beyond the U.S. dollar. With respect to base metals, growth in developing economies is expected to have a positive impact on demand while supply constraints should support higher prices due to various challenges, including: the difficulty of finding new material deposits, environmental opposition, and threats of nationalization or fiscal changes in key regions around the world.

Related Party Transactions Pursuant to a management agreement, Middlefield Limited (the “Manager”) receives a management fee. For further details please see the “Management Fees” section of this report. MCC, a company under common control with the Manager, is the Advisor to the Fund and receives an advisory fee. In addition, MCC received an agency fee from the Fund in respect of units it sold in 2013. For further details please see the notes to the financial statements.

Management FeesManagement fees and fees in respect of portfolio advisory services together are calculated at 2% per annum of the Net Asset Value of the Fund and are paid to the Manager and the Advisor. The Manager receives fees for the general administration of the Fund, including maintaining the accounting records, executing securities trades, monitoring compliance with regulatory requirements, and negotiating contractual agreements, among other things. The Advisor receives fees for providing investment management advice, including advice in respect of securities selection for the portfolio of securities, in accordance with the investment objectives and strategies of the Fund.

Recent Developments Future Accounting ChangesInternational Financial Reporting Standards (“IFRS”)The Fund will adopt IFRS for its fiscal year beginning January 1, 2014, and will issue its initial financial statements in accordance with IFRS, including comparative information, for the interim period ending June 30, 2014.



The Manager has developed an IFRS changeover plan to meet the implementation date published by the Canadian Accounting Standards Board (“AcSB”). Key elements of the plan include identifying the differences between IFRS and current Canadian generally accepted accounting principles (“Canadian GAAP”), determining appropriate changes to the Fund’s accounting policies, working with our valuation agent in implementing the required changes to the Fund’s accounting policies, if any, and amending templates to future financial statement disclosures.

IFRS 13 – “Fair Value Measurement,” which defines fair value, sets out the framework for measuring and disclosing fair value. If an asset or liability measured at fair value has a bid or ask price, it requires the valuation to be based on a price within the bid-ask spread that is most representative of fair value. This may result in elimination of the differences between Net Assets per unit used for financial reporting purposes and Net Asset Value (“NAV”) per unit used for transactional pricing purposes.

Based on the Manager’s assessment, the Fund’s units would be classified as a liability under IAS 32 – “Financial Instruments Presentation”. The classification of the Fund’s units is not expected to have a material impact on the presentation of the financial statements.

IFRS is expected to affect the overall presentation of financial statements which include the potential elimination of the difference between the Net Assets per unit and the NAV per unit and result in additional disclosure in the accompanying notes. The Manager continues to monitor changes to IFRS and the changeover plan may be revised if new standards or interpretations are issued.

Financial HighlightsThe following tables show selected key financial information about the Fund and are intended to help you understand the Fund’s financial performance for the partial period since commencement of operations. “Net Assets” are calculated in accordance with the Chartered Professional Accountants of Canada Handbook section 3855 “Financial Instruments – Recognition and Measurement” (“Section 3855”) and are used for financial reporting purposes. “Net Asset Value” is calculated in accordance with section 14.2 of National Instrument 81-106 “Investment Fund Continuous Disclosure” (“NI 81-106”) and is used for transactional pricing purposes. Section 3855 requires the use of valuation techniques for certain types of investments that may differ from those prescribed by NI 81-106. Ratios and supplemental data are derived from the Fund’s Net Asset Value.



The Fund’s Net Assets per Unit (1)

2013(3)

Net Assets, Beginning of Period $ 23.10

INCREASE (DECREASE) FROM OPERATIONS:Total Revenue 0.13Total Expenses (0.48)Unrealized Losses for the Period (2.60)

TOTAL DECREASE FROM OPERATIONS (2) (2.96)

Net Assets, End of Period $ 20.14

(1) This information is derived from the Fund’s audited annual financial statements. The Net Assets per unit presented in the financial statements may differ from the Net Asset Value calculated for fund pricing purposes. An explanation of the difference can be found in the notes to the financial statements.

(2) Net Assets are based on the actual number of units outstanding at the relevant time. The increase (decrease) from operations is based on the weighted average number of units outstanding over the financial period. This schedule is not a reconciliation of Net Asset Value since it does not reflect unitholder transactions as shown on the Statement of Changes in Net Assets and accordingly columns may not add.

(3) For the period February 22, 2013 (date of commencement of operations) to December 31, 2013.(4) There were no distributions paid by the Fund.

Ratios and Supplemental Data2013(5)

Total Assets (000s) (1) $ 35,553Total Net Asset Value (000s) (1) $ 32,327Number of Units Outstanding (1) 1,600,000Management Expense Ratio (“MER”) (2) 10.41%MER excluding interest expense and issuance costs (2) 2.62%Trading Expense Ratio (3) –Portfolio Turnover Rate (4) –Net Asset Value per Unit $ 20.20

(1) This information is provided as at December 31 of the year shown.(2) The MER is based on total expenses (excluding commissions and other portfolio transaction costs) for the stated period and is expressed as

an annualized percentage of average Net Asset Value during the period. The MER excluding interest expense and issuance costs has been presented separately as it expresses only the ongoing management and administrative expenses of the Fund as a percentage of average Net Asset Value. Issuance costs are one-time costs incurred at inception, and the inclusion of interest expense does not consider the additional earnings that have been generated from the investment of the leverage.

(3) The trading expense ratio represents total commissions and other portfolio transaction costs expressed as an annualized percentage of average Net Asset Value during the period.

(4) The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio investments are managed. A portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course of the year. The higher the Fund’s portfolio turnover rate in a year, the greater the trading costs payable by the Fund in the year, and the greater the chance of an investor receiving taxable capital gains in the year. There is not necessarily a relationship between a high turnover rate and the performance of a fund.

(5) For the period February 22, 2013 (date of commencement of operations) to December 31, 2013.

Past PerformanceThe Fund has not presented its historical performance because it commenced operations on February 22, 2013 and accordingly has been in existence for less than one year.



Summary of Investment PortfolioAS AT DECEMBER 31, 2013

Top Twenty-Five Holdings

DESCRIPTION % OF NET ASSET VALUE

1 Tourmaline Oil Corp. 32.82 Paramount Resources Ltd. 21.63 NuVista Energy Ltd. 14.24 Kelt Exploration Ltd. 6.85 Artek Exploration Ltd. 6.06 Manitok Energy Inc. 2.77 Fission Uranium Corp. 2.78 Pretium Resources Inc. 2.79 Strategic Oil & Gas Ltd. 2.7

10 Madalena Energy Inc. 2.511 Denison Mines Corp. 2.512 Crocotta Energy Inc. 2.413 Canadian Zinc Corporation 2.314 Kaminak Gold Corporation 1.815 Trevali Mining Corporation 1.616 Kennady Diamonds Inc. 1.517 RMP Energy Inc. 1.418 Questerre Energy Corporation 1.1

“Top Twenty-Five Holdings” excludes any temporary cash investments.* The Fund has only 18 holdings.

ASSET CLASS % OF NET ASSET VALUE

Energy 94.2 Metals and Mining 5.4 Uranium 5.2 Gold 4.5 Cash and Short-Term Investments 0.7 Other Assets (Liabilities) (10.0)

100.0

TOTAL NET ASSET VALUE $ 32,327,019

TOTAL ASSETS $ 35,552,655

The Summary of Investment Portfolio may change over time due to ongoing portfolio transactions. Please visit www.middlefield.com for the most recent quarter-end Summary of Investment Portfolio.


The financial statements of MRF 2013 Resource Limited Partnership (the “Fund”) have been prepared by Middlefield Limited (the “Manager”), the manager of the Fund and approved by the Board of Directors. The Manager is responsible for the information and representations contained in these financial statements and other financial information contained in this annual report.

The Manager maintains appropriate procedures to ensure that relevant and reliable financial information is produced. The financial statements have been prepared in accordance with Canadian generally accepted accounting principles and include certain amounts that are based on estimates and judgements. The significant accounting policies applicable to the Fund are described in the notes to the financial statements.

The Board of Directors of the Manager is responsible for ensuring that management fulfills its responsibilities

for financial reporting and has reviewed and approved these financial statements.

Deloitte LLP is the external auditor of the Fund. They have audited the financial statements of the Fund in accordance with Canadian generally accepted auditing standards to enable them to express to unitholders their opinion on the financial statements.

Robert F. Lauzon Francisco Z. Ramirez President Senior Vice-President Middlefield Limited and Chief Financial Officer Middlefield Limited

March 17, 2014

TO THE UNITHOLDERS OF MRF 2013 RESOURCE LIMITED PARTNERSHIP We have audited the accompanying financial statements of MRF 2013 Resource Limited Partnership, which comprise the statements of investment portfolio and net assets as at December 31, 2013, and the statements of operations, changes in net assets and cash flows for the period from February 22, 2013 to December 31, 2013, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTSManagement is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment

of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINIONIn our opinion, the financial statements present fairly, in all material respects, the financial position of MRF 2013 Resource Limited Partnership as at December 31, 2013, and the results of its operations, changes in its net assets and its cash flows for the period from February 22, 2013 to December 31, 2013 in accordance with Canadian generally accepted accounting principles.

Chartered Professional Accountants, Chartered Accountants Licensed Public Accountants Toronto, Ontario

March 17, 2014

INDEPENDENT AUDITOR’S REPORT

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

Financial Statements

FINANCIAL STATEMENTS


STATEMENT OF NET ASSETSAS AT DECEMBER 31, 2013

ASSETS:Investments at Fair Value $ 35,218,304Cash 227,897Income and Interest Receivable 556

35,446,757

LIABILITIES:Loan Payable (Note 7) 3,076,650Accounts Payable and Accrued Liabilities (Note 5) 148,986

3,225,636

Net Assets $ 32,221,121

Units Issued and Outstanding (Note 2e) 1,600,000

Net Assets per Unit (Note 8) $ 20.14 Approved by the Board of Directors of Middlefield Limited, as Manager:

Director: Robert F. Lauzon Director: Francisco Z. Ramirez

STATEMENT OF OPERATIONS Tax Shelter Identification Number (Note 10): TS080473

FOR THE PERIOD FEBRUARY 22, 2013 (DATE OF COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2013

INVESTMENT INCOME:Interest $ 202,130

EXPENSES (Note 5):Management Fee 566,855 Fund Administration 59,466 Interest and Bank Charges 47,389 Unitholder Reporting Costs 37,955 Advisory Fee 29,835 Audit Fees 22,050 Filing Fees 6,000 Legal 4,000 Custodial Fees 1,823

775,373

Net Investment Loss (573,243)

NET LOSS ON INVESTMENTS:Net Unrealized Loss on Investments (4,161,636)

Net Decrease in Net Assets from Operations $ (4,734,879)

Net Decrease in Net Assets from Operations per Unit $ (2.96)

The accompanying notes to financial statements are an integral part of these financial statements.



STATEMENT OF CHANGES IN NET ASSETSFOR THE PERIOD FEBRUARY 22, 2013 (DATE OF COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2013

Net Assets at Beginning of Period $ –

OPERATIONS:Net Decrease in Net Assets from Operations (4,734,879)

UNITHOLDER TRANSACTIONS:Proceeds from Issue of Units 40,000,000Payment of Agents’ Fees (2,300,000)Payment of Costs of Issue (744,000)

36,956,000

Net Increase in Net Assets 32,221,121

Net Assets at End of Period $ 32,221,121

Total Assets $ 35,446,757

STATEMENT OF CASH FLOWSFOR THE PERIOD FEBRUARY 22, 2013 (DATE OF COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2013

OPERATING ACTIVITIES: Net Decrease in Net Assets from Operations $ (4,734,879)Adjustments: Purchase of Investments (39,379,940) Net Unrealized Loss on Investments 4,161,636

(39,953,183)Net Change in Non-Cash Working Capital 104,892

(39,848,291)

FINANCING ACTIVITIES:Proceeds from Issue of Units 40,000,000Proceeds from Loans 3,076,650Payment of Agents’ Fees (2,300,000)Payment of Costs of Issue (700,462)

40,076,188

Net Increase in Cash 227,897Cash at Beginning of Period –

Cash at End of Period $ 227,897

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION

Loan Interest Paid $ 70,738 The accompanying notes to financial statements are an integral part of these financial statements.



STATEMENT OF INVESTMENT PORTFOLIOAS AT DECEMBER 31, 2013

Description No. of Securities Average Cost Fair Value

Artek Exploration Ltd. 545,000 $ 2,271,600 $ 1,940,200 Crocotta Energy Inc. 260,000 962,000 772,200 Kelt Exploration Ltd. 235,000 2,303,000 2,206,650 Madalena Energy Inc. 1,180,000 401,200 814,200 Manitok Energy Inc. 415,000 1,494,000 888,100 NuVista Energy Ltd. 645,000 5,160,000 4,592,400 Paramount Resources Ltd. 180,000 7,920,000 6,998,400 Questerre Energy Corporation 260,000 403,000 327,600 RMP Energy Inc. 80,000 581,600 448,800 Strategic Oil & Gas Ltd. 1,150,000 1,265,000 874,000 Tourmaline Oil Corp. 237,000 9,989,550 10,593,900

ENERGY: 85.9% 32,750,950 30,456,450

Canadian Zinc Corporation 1,600,000 992,000 728,000 Kennady Diamonds Inc. 90,000 495,000 437,400 Trevali Mining Corporation 500,000 500,000 500,000

METALS AND MINING: 4.7% 1,987,000 1,665,400

Denison Mines Corp. 615,000 799,500 787,200Fission Uranium Corp. 820,000 1,230,000 869,200

URANIUM: 4.7% 2,029,500 1,656,400

Kaminak Gold Corporation 1,050,000 997,500 567,000 Pretium Resources Inc. 159,900 1,614,990 873,054

GOLD: 4.1% 2,612,490 1,440,054

TOTAL INVESTMENTS: 99.4% 39,379,940 35,218,304 CASH: 0.6% 227,897 227,897

Total Investment Portfolio, including Cash $ 39,607,837 $ 35,446,201

The accompanying notes to financial statements are an integral part of this financial statement.

NOTES TO

Financial Statements

DECEMBER 31, 2013NOTES TO FINANCIAL STATEMENTS


1. MRF 2013 Resource Limited Partnership MRF 2013 Resource Limited Partnership (the “Fund”) was formed as a limited partnership pursuant to a certificate under the laws of the Province of Alberta dated December 11, 2012 and commenced operations on February 22, 2013. The principal purpose of the Fund is to invest in a diversified portfolio of equity securities of Canadian exploration, development and production companies involved primarily in the oil and gas and mining sectors. Pursuant to a prospectus dated January 30, 2013 (the “Prospectus”), Limited Partners subscribed for 1,600,000 units of limited partnership interest. The general partner of the Fund is Middlefield Limited (the “General Partner”) and Middlefield Capital Corporation, a company under common control with the General Partner, is an advisor to the Fund (“MCC” or the “Advisor”).

2. Summary of Significant Accounting PoliciesA. Future Accounting ChangesInternational Financial Reporting Standards (“IFRS”)Canadian publicly accountable enterprises, which include funds/limited partnerships, will be required to prepare financial statements in accordance with IFRS, as issued by the International Accounting Standards Board. On December 12, 2011, the Canadian Accounting Standards Board amended the deadline for adoption of IFRS for investment companies to fiscal years beginning on or after January 1, 2014. Accordingly, the Fund will adopt IFRS for its fiscal year beginning January 1, 2014, and will issue its initial financial statements in accordance with IFRS, including comparative information, for the interim period ending June 30, 2014.

B. Credit Risk and Fair Value of Financial InstrumentsThe Fund’s own credit risk and the credit risk of the counterparty is taken into account in determining the fair value of financial assets and financial liabilities, including derivative instruments. Management has reviewed its policies concerning valuation of assets and liabilities and determined that the fair values ascribed to the financial assets and financial liabilities in the Fund’s financial statements incorporate appropriate levels of credit risk.

C. Investments at Fair Value Securities listed on a recognized public stock exchange are valued at their closing bid price on the valuation date. Securities with no available bid price are valued at their closing trade price. Securities not listed on a recognized public stock exchange are valued based on recent transactions between willing parties, if such information is available, or alternatively valued using valuation techniques which may include the use of the operating results of the investees, expected future cash flows discounted at appropriate discount rates and comparable peer group valuations adjusted for company specific circumstances.

D. Investment Transactions and Income RecognitionInvestment transactions are accounted for as of the trade date and any realized gains or losses from such transactions are calculated on an average cost basis. The change in the difference between fair value and average cost of the investments is recorded as unrealized gain (loss) on investments. Income from investments is recognized on the ex-dividend or ex-distribution date. Interest income is recognized on an accrual basis. For income tax purposes, the adjusted cost base of flow-through shares is deemed to be $nil and, therefore, upon disposition of such shares, the amount of capital gain for tax purposes generally will equal the proceeds of disposition and will be allocated to the Limited Partners based upon their proportionate share of the Fund.

E. Net Increase (Decrease) in Net Assets from Operations per UnitNet increase (decrease) in net assets from operations per unit in the Statement of Operations represents the increase (decrease) in net assets from operations divided by the 1,600,000 units outstanding during the period.

F. Allocation of Net Income and LossThe net income of the Fund for each fiscal period is allocated 0.01% to the General Partner and the balance, along with 100% of the net loss of the Fund, among the Limited Partners in proportion to the number of units held by each of them at the end of each period. The Fund is not itself a taxable entity. Accordingly, no provision for income taxes is required.

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2013


2. Summary of Significant Accounting Policies (Continued)G. Foreign Currency TranslationForeign currency amounts are translated into Canadian dollars as follows: fair value of investments and other assets and liabilities, at the closing rate of exchange on each business day; income and expenses and purchases, sales and settlements of investments, at the rate of exchange prevailing on the respective dates of such transactions.

H. Financial InstrumentsThe carrying values of financial instruments, including cash, receivables, payables and accruals approximate the fair value due to their short maturities.

I. Use of EstimatesThe preparation of financial statements in accordance with Canadian generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the increase and decrease in net assets from operations during the reporting period. The most significant estimates and assumptions relate to accrued liabilities. Actual results could differ from those estimates.

3. Fair Value DisclosureThe fair values of the Fund’s financial instruments are classified into levels using the following fair value hierarchy:

Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active.

Level 3 Inputs that are unobservable and where there is little, if any, market activity. Inputs into the determination of fair value require significant management judgment or estimation.

The Fund’s investments at fair value as at December 31, 2013 trade in active markets and are therefore classified as Level 1.

No transfers between levels have occurred during the period ended December 31, 2013.

4. Financial Risk ManagementIn the normal course of business the Fund is exposed to a variety of financial risks: price risk, interest rate risk, liquidity risk and credit risk. The Fund’s primary risk management objective is to protect earnings and cash flow and, ultimately, unitholder value. Risk management strategies, as discussed below, are designed and implemented to ensure the Fund’s risks and related exposures are consistent with its objectives and risk tolerance.

Most of the Fund’s risks are derived from its investments. The value of the investments within the Fund portfolio can fluctuate on a daily basis as a result of changes in interest rates, economic conditions, commodity prices, the market and company news related to specific securities within the Fund. The investments are made in accordance with the Fund’s risk management policies. The policies establish investment objectives, strategies, criteria and restrictions. The objectives of these policies are to identify and mitigate investment risk through a disciplined investment process and the appropriate structuring of each transaction.



4. Financial Risk Management (Continued)A. Price RiskPrice risk is the risk that changes in the prices of the Fund’s investments will affect the Fund’s income or the value of its financial instruments. The Fund’s price risk is driven primarily by volatility in commodity and equity prices. Rising commodity and equity prices may increase the price of an investment while declining commodity and equity prices may have the opposite effect. In particular, the Fund had large investments in three securities which represents 68.85% of the Fund’s net assets as at December 31, 2013: NuVista Energy Ltd. (14.25%), Paramount Resources Ltd. (21.72%) and Tourmaline Oil Corp. (32.88%). The Fund mitigates price risk by making investing decisions based upon various factors, including comprehensive fundamental analysis prepared by industry experts to forecast future commodity and equity price movements. The Fund’s market positions are monitored on a daily basis by the portfolio manager and regular financial reviews of available information related to the Fund’s investments are performed to ensure that any risks are within established levels of risk tolerance. The Fund is exposed to price risk through the following financial instrument:

2013

Investments at Fair Value $ 35,218,304

Based on the above exposure at December 31, 2013, a 10% increase or decrease in the prices of the Fund’s investments would result in a $3,521,830 increase or decrease in net assets of the Fund as at December 31, 2013, with all other factors held constant.

B. Interest Rate RiskInterest rate risk describes the Fund’s exposure to changes in the general level of interest rates. The Fund’s interest rate risk is attributable to interest-bearing financial assets such as cash and to financial liabilities such as loan payable. The Fund’s interest income and expense are positively correlated to interest rates in that rising interest rates increase both interest income and expense while the reverse is true in a declining interest rate environment. The Fund has not hedged its exposure to interest rate movements. The Fund seeks to mitigate this risk through active management, which involves monitoring debt levels and analysis of economic indicators to forecast Canadian and global interest rates. The Fund is exposed to interest rate risk through the following financial instruments:

2013

Cash $ 227,897Loan Payable (3,076,650)

Net Exposure $ (2,848,753)

Based on the above exposure at December 31, 2013, a 1% per annum increase or decrease in interest rates would result in a $28,488 decrease or increase in net assets of the Fund as at December 31, 2013, with all other factors held constant.

C. Liquidity Risk Liquidity risk is defined as the risk that the Fund may not be able to settle or meet its obligations when due. The Fund’s obligations are due within one year. The Fund has a demand credit facility in the amount of $4.0 million secured by a general security agreement. Borrowed amounts under the credit facility are usually due within 90 to 180 days. Liquidity risk is managed by investing the majority of the Fund’s assets in investments that are traded in an active market and can be readily sold. The Fund retains sufficient cash to maintain liquidity and comply with liquidity requirements as outlined by securities legislation and its investment policies.

The Fund may invest in securities that are not traded on a public stock exchange that may be illiquid. As a result, the Fund may not be able to dispose of these investments in a timely manner. The Fund mitigates this risk through active management, which involves detailed analysis of such entities to ensure they are financially sound and would be attractive to potential investors if a sale is necessary. The Fund’s investment policies limit the amounts invested in illiquid securities and these limits are monitored. As at December 31, 2013 the Fund did not hold illiquid securities.

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2013


4. Financial Risk Management (Continued)D. Credit Risk Credit risk represents the financial loss that the Fund would experience if a counterparty to a financial instrument failed to meet its obligations to the Fund. The carrying amounts of financial assets represent the maximum credit exposure. All transactions executed by the Fund in listed securities are settled upon delivery using approved brokers. The risk of default is considered minimal, as delivery of securities sold is only made once the broker has received payment. Payment is made on a purchase only once the broker has received the securities. The trade will fail if either party fails to meet its obligations. There is no significant credit risk related to the Fund’s receivables.

The Fund has established various internal controls to help mitigate credit risk, including prior approval of all investments by the Advisor whose mandate includes conducting financial and other assessments of these investments on a regular basis. The Fund has also implemented policies which ensure that investments can only be made with counterparties that have a minimum acceptable credit rating.

5. Related Party TransactionsThe General Partner and the Advisor are each entitled to receive fees. The management fee and advisory fee are, in aggregate, equal to 2% per annum of the Net Asset Value of the Fund, calculated and payable monthly in arrears. These fees are recorded as Management Fee and Advisory Fee in the Statement of Operations. At December 31, 2013, the management and advisory fees payable by the Fund were $55,458 and $2,919, respectively and are included in Accounts Payable and Accrued Liabilities. The General Partner also has a 0.01% beneficial interest in the Fund. The General Partner is reimbursed for reasonable costs related to maintaining the Fund and preparation and distribution of financial statements and other documents to the Limited Partners. The Advisor is entitled to a performance fee payable on the earlier of: (a) the business day prior to the date on which the assets of the Fund are exchanged on a tax-deferred basis for redeemable shares of one of the classes of Middlefield Mutual Funds Limited (the “Mutual Fund”), a mutual fund corporation; and (b) the business day immediately prior to the date of dissolution or termination (see Note 9) of the Fund (“Performance Fee Date”), equal to 20% of the amount that is equal to the product of: (i) the number of units outstanding on the Performance Fee Date; and (ii) the amount by which the Net Asset Value per unit on the Performance Fee Date and any distributions per unit paid during the period commencing on the date of the initial closing and ending on the Performance Fee Date exceeds $28.00. During 2013, agency fees paid to MCC amounted to $314,749.

6. Capital Management The Fund’s capital is its net assets, representing unitholders’ equity. The Fund’s objective when managing capital is to safeguard the Fund’s ability to continue as a going concern in order to provide returns for unitholders, maximize unitholder value and maintain financial strength.

The Fund manages and adjusts its capital in response to general economic conditions, the risk characteristics of the underlying assets and working capital requirements. Generally speaking, the Fund will reduce leverage when investments are likely to decrease in value. In order to maintain or adjust its capital structure the Fund may repay debt under its loan facility or undertake other activities deemed appropriate under the specific circumstances.

7. Loan PayableThe demand credit facility in the amount of $4.0 million is secured by a general security agreement. As at December 31, 2013, loans outstanding included bankers’ acceptances with a face value of $3.1 million. The minimum and maximum loans outstanding during the period ended December 31, 2013 were $1.7 million and $3.1 million, respectively. The Fund is subject to bank covenants on the loan payable and is in compliance with those covenants.

8. Net Assets and Net Asset ValueNational Instrument 81-106 “Investment Fund Continuous Disclosure” requires that net asset value for transactional pricing purposes (“Net Asset Value”), be calculated based on the fair value of investments using the close or last trade price. The Chartered Professional Accountants of Canada Handbook section 3855 “Financial Instruments – Recognition and Measurement” requires that net assets for financial reporting purposes (“Net Assets”), be calculated using the close or last bid price of an investment. Net Assets per unit and Net Asset Value per unit could be different due to the use of different valuation techniques. The Net Asset Value per unit as at December 31, 2013 was $20.20 compared to the Net Assets per unit of $20.14.



9. Termination of FundThe Fund is currently expected to dissolve prior to June 30, 2015 at which time the net assets will be allocated 99.99% to the Limited Partners and 0.01% to the General Partner. It is the current intention of the General Partner to propose prior to the dissolution that the Fund enter into an agreement with the Mutual Fund, whereby assets of the Fund would be exchanged for shares of one of the classes of the Mutual Fund, as determined by the General Partner based on the advice of the Advisor, on or about May 31, 2015. Upon dissolution, Limited Partners would then receive their pro rata share of the shares of one of the classes of the Mutual Fund. The completion of any such arrangement would be subject to the receipt of all necessary regulatory approvals.

10. Tax Shelter Identification and Partnership Account NumbersThe identification number issued for this tax shelter shall be included in any income tax return filed by the investor. Issuance of the identification number is for administration purposes only and does not in any way confirm the entitlement of an investor to claim any tax benefits associated with the tax shelter. The tax shelter number for the Fund is TS080473. The partnership account number for the Fund is 830761334 RZ0001.

11. Comparative Financial StatementsThe Fund commenced operations on February 22, 2013. Accordingly, there are no comparative financial statements for the period ended December 31, 2013.


Middlefield FUNDS FAMILYTSX-LISTED FUNDS TSX Stock Symbol

• ACTIVEnergy Income Fund AEU.UN• American Core Sectors Dividend Fund ACZ.UN• COMPASS Income Fund CMZ.UN• ENERGY INDEXPLUS Dividend Fund IDE.UN• Global Dividend Growers Income Fund GDG.UN• INDEXPLUS Income Fund IDX.UN• MBN Corporation MBN• Middlefield Can-Global REIT Income Fund RCO.UN• MINT Income Fund MID.UN• Pathfinder Convertible Debenture Fund PCD.UN• REIT INDEXPLUS Income Fund IDR.UN• YIELDPLUS Income Fund YP.UN

MUTUAL FUNDS Fund CodeSeries A Securities FE/LL/DSC

• ActiveIndex REIT Class MID 600/649/650• Groppe Tactical Energy Class MID 125/127/130• Middlefield Canadian Dividend Growth Class MID 148/449/450• Middlefield Canadian High Yield Class MID 300/349/350• Middlefield Global Agriculture Class MID 161/163/166• Middlefield Global Infrastructure Fund MID 510/519/520• Middlefield Income Plus Class MID 800/849/850• Middlefield Precious Metals Class MID 170/174/175• Middlefield Short-Term Income Class MID 400/424/425• Middlefield Uranium Focused Metals Class MID 210/219/220

Series F Securities

• ActiveIndex REIT Class MID 601• Groppe Tactical Energy Class MID 126• Middlefield Canadian Dividend Growth Class MID 149• Middlefield Canadian High Yield Class MID 301• Middlefield Global Agriculture Class MID 162• Middlefield Global Infrastructure Fund MID 501• Middlefield Income Plus Class MID 801• Middlefield Precious Metals Class MID 171

RESOURCE FUNDS

• MRF 2012 Resource Limited Partnership• MRF 2013 Resource Limited Partnership• MRF 2014 Resource Limited Partnership (commenced February 2014)

• Discovery 2012 Flow-Through Limited Partnership• Discovery 2013 Flow-Through Limited Partnership

INTERNATIONAL FUNDS

• Middlefield Canadian Income PCC London UK Stock Exchange (LSE) Symbol:MCT

DirectorsMurray J. Brasseur Chairman Middlefield Group

Dennis da Silva Managing Director Resource Group Middlefield Capital Corporation

Richard L. Faiella, CFAManaging Director Middlefield International Limited

Robert F. Lauzon, CFAManaging Director Western Canada Middlefield Capital Corporation

Dean Orrico President and Chief Executive Officer Middlefield Capital Corporation

Sylvia V. StinsonExecutive Vice-President and Chief Financial Officer Middlefield Group

Independent Review CommitteeGeorge S. Dembroski Former Vice-Chairman RBC Dominion Securities Limited

H. Roger GarlandFormer Vice-Chairman Four Seasons Hotels Inc.

Bernard I. Ghert (Chairman)Former Chairman Mount Sinai Hospital

Charles B. Young Former Deputy Chairman Canary Wharf

AdvisorsGroppe, Long & Littell Guardian Capital LP Middlefield Capital Corporation

OfficersHenry LeePresident Middlefield Realty Services Limited

Nick LombardiDirector Horizon on Bay

Jeremy T. BrasseurManaging Director Corporate Development Middlefield Capital Corporation

Nancy ThamManaging Director Sales and Marketing Middlefield Capital Corporation

Andy NasrManaging Director, Investments and Senior Portfolio Manager Middlefield Capital Corporation

Eric ValderramaManaging Director Middlefield Group

Michael BuryExecutive Director, Investments Middlefield Capital Corporation

Craig RogersExecutive Director, Corporate Development Middlefield Group

Douglas D. SedoreDirector Horizon on Bay

J. Dennis DunlopSenior Vice-President Middlefield Group

Maria F. HerreraSenior Vice-President Middlefield Group

Francis RamirezSenior Vice-President, Administration and Compliance Middlefield Capital Corporation

Polly TseSenior Vice-President, Chief Financial Officer MFL Management Limited

Nicole S. BrasseurVice-President Middlefield Group

Stephen ChamberlainVice-President Middlefield Realty Services Limited

Stacy J. CrestohlVice-President Middlefield Group

Elenita GarbinoVice-President Middlefield Group

Shiranee GomezVice-President Middlefield Group

Vincenzo GrecoVice-President Middlefield Limited

Terry LandriaultVice-President Middlefield Group

Judy MarksVice-President Middlefield Group

Lilibeth MondejarVice-President Horizon on Bay

Victor NgaiVice-President Middlefield Group

Catherine RebuldelaVice-President Middlefield Limited

Sarah RobertsVice-President Middlefield Group

Gabriel SolerVice-President Middlefield Group

Lidia AssaloneAssistant Vice-President Horizon on Bay

Sylvia CasillanoAssistant Vice-President Middlefield Group

Tess DavidAssistant Vice-President Middlefield Group

Rose EspinozaAssistant Vice-President Middlefield Group

Huy NguyenDirector, Trading Middlefield Capital Corporation

Edmun TsangDirector, Corporate Development Middlefield Capital Corporation

Matt WatsonDirector Middlefield Group

AuditorDeloitte LLP Chartered Professional Accountants

Legal CounselBennett Jones Davies Ward Phillips & Vineberg LLP Fasken Martineau DuMoulin LLP McCarthy Tétrault

BankersBank of Montreal Canadian Imperial Bank of Commerce Royal Bank of Canada

CustodianRBC Investor Services Trust

AffiliatesMFL Management Limited MF Properties Limited Middlefield Group Limited Middlefield International Limited Middlefield Limited Middlefield Realty Services Limited Middlefield Capital Corporation Middlefield Resource Corporation

CORPORATE INFORMATION

TORONTO, CANADA

Middlefield Capital Corporation First Canadian Place 58th Floor, P.O. Box 192 Toronto, Ontario Canada M5X 1A6

Telephone (416) 362-0714 Fax (416) 362-7925

CALGARY, CANADA

Middlefield Limited 812 Memorial Drive NW Calgary, Alberta Canada T2N 3C8

Telephone (403) 269-2100 Fax (403) 269-2911

LONDON, ENGLAND

Middlefield International Limited 288 Bishopsgate London, England EC2M 4QP

Telephone (0207) 814-6644 Fax (0207) 814-6611

SAN FRANCISCO, USA

Middlefield Financial Services Inc. One Embarcadero Center Suite 500 San Francisco, California USA 94111

Telephone (415) 835-1308 Fax (415) 835-1350

www.middlefield.com | [email protected] | (888) 890-1868

Documents

THIRTEEN RESOURCE LIMITED - Middlefield · REPORT MRF 2013 RESOURCE LIMITED PARTNERSHIP. A NOTE ON FORWARD LOOKING STATEMENTS This document may contain forward looking statements,