An anonymous director reports

MIDDLEFIELD ANNOUNCES INTENTION TO CONVERT INTERNATIONAL CLEAN POWER DIVIDEND FUND INTO INFRASTRUCTURE DIVIDEND SPLIT CORP

International Clean Power Dividend Fund intends to merge into Infrastructure Dividend Split Corp., a split share corporation to be formed in connection with the merger, with unitholders of Clean Power becoming Class A shareholders of Infrastructure Split Corp. In conjunction with the merger, Infrastructure Split plans to undertake an offering of a number of preferred shares approximately equal to the number of Class A shares that are outstanding immediately following the merger. Terms of the preferred shares will be announced at least 60 days prior to the preferred share offering and will be included in an information circular distributed to unitholders in advance of the meeting (as defined herein).

The investment strategy of Infrastructure Dividend Split will be to invest in an actively managed portfolio of approximately 15 dividend-paying issuers operating in the infrastructure sector that Middlefield Capital Corp. (the adviser), the investment advisor of Clean Power, and Infrastructure Split, believes are currently undervalued and well positioned to benefit from the adviser's outlook for a gradual reduction in interest rates, the continuation of global decarbonization and favourable demographics (such as growing middle class and urbanization).

Infrastructure Dividend Split's investment objectives will be to provide:

Holders of Class A shares with:

1. Non-cumulative monthly cash distributions;
2. The opportunity for capital appreciation through exposure to Infrastructure Dividend Split's portfolio.

Holders of preferred shares with:

1. Fixed cumulative preferential quarterly cash distributions;
2. A return of the original issue price of $10.00 to holders upon maturity.

Infrastructure Split's investment objectives and strategies will differ from those of Clean Power, including as a result of Infrastructure Split's investment objectives and strategies not referring to environmental, social and governance (ESG) considerations. Infrastructure Split will continue to consider ESG factors alongside other investment characteristics when selecting issuers for inclusion in its portfolio, but will not be constrained by such considerations. The manager believes that the new objectives and strategies will provide Infrastructure Split with greater flexibility and a broader investment universe than those of Clean Power, which the manager believes will ultimately lead to better returns for investors.

Split share corporations are unique investment vehicles that provide opportunities for both conservative and more aggressive investors. Further details regarding the operation of split share corporations can be found on the Middleton website.

Pursuant to the merger, Infrastructure Split will issue Class A shares to Clean Power's unitholders with a value of $15 per Class A share. The initial target distribution yield for the Class A shares will be 10 per cent per annum based on the notional $15 issue price (or 12.5 cents per month or $1.50 per annum). On a relative basis after accounting for the exchange ratio as of Jan. 9, 2024, unitholders can expect to see their gross monthly distributions increase by approximately 35 per cent post merger. The management fee of Infrastructure Split will be 1.10 per cent per annum, a reduction from the 1.25 per cent per annum management fee of Clean Power.

A special meeting of unitholders of Clean Power will be held on or about April 16, 2024, at which unitholders of Clean Power as of a record date to be determined will be asked to approve the merger. Further details of the meeting will be provided in an information circular to be distributed to unitholders of Clean Power as of the record date in advance of the special meeting. If approved, the merger is expected to be completed on or about April 18, 2024. All costs of the merger and the special meeting will be borne by the manager.

The merger will not be effected on a tax-deferred rollover basis and, as such, will be considered a taxable event for investors that may result in capital losses or gains becoming realized. The merger will be completed at an exchange ratio calculated as the net asset value per unit of Clean Power determined as at the close of trading on the Toronto Stock Exchange on the business day immediately prior to the effective date divided by $15.00. Pursuant to the merger, Infrastructure Split will assume the liabilities of Clean Power and will issue Class A shares of Infrastructure Split, based on the exchange ratio, in satisfaction of the purchase price for the assets of Clean Power.

The manager believes that the merger will benefit unitholders of Clean Power. Class A shares of split share corporations have demonstrated the potential to trade closer to, and in some cases even above, their fund's net asset value per share. If the shares trade at or above net asset value, the Infrastructure Split could position itself to raise additional capital, thereby leading to a larger asset base, improved liquidity and lower overall cost.

The unitholders of Clean Power who do not wish to participate in the merger can sell their units in the market or tender them for a redemption prior to the merger. In order to provide unitholders with more time to consider their options, the manager has extended the redemption notice period to Thursday, Feb. 29, 2024. Unitholders should be aware that by tendering units for redemption they will be exposed to pricing risk for the period between the deadline to tender units and the effective date of the redemption, being March 28, 2024, and that redemption proceeds equal to the net asset value per unit of Clean Power as of such redemption, less any costs associated with the redemption, will be paid sometime in April, 2024.

The merger remains subject to the satisfaction of all regulatory requirements and customary closing conditions, including the approval to list Infrastructure Split on a stock exchange, and securities regulatory approval of the offering of preferred shares by Infrastructure Split, if applicable.

About Middlefield Ltd.

Founded in 1979, Middlefield is a specialist equity income asset manager headquartered in Toronto, Canada. The company's investment team utilizes active management to select high-quality, global companies across a variety of sectors and themes. The company's product offerings include proven dividend-focused strategies that span real estate, health care, innovation, infrastructure, energy, diversified income and more. The company offers these solutions in a variety of product types including ETFs, mutual funds, closed-end funds, split share funds and flow-through LPs.

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