Macro Enterprises Inc.
TSX VENTURE : MCR

Macro Enterprises Inc.

April 20, 2010 17:48 ET

Macro Enterprises Inc. Announces Agreement to Amend Convertible Loan Agreement

FORT ST. JOHN, BRITISH COLUMBIA--(Marketwire - April 20, 2010) - Macro Enterprises Inc. (TSX VENTURE:MCR) (the "Company" or "Macro") announces that it has entered into an agreement dated effective March 31, 2010 to amend the convertible loan agreement dated July 7, 2006, as amended, among Macro, its wholly-owned subsidiary, Macro Industries Inc., and Frank Miles, Mark Dodge and Hugh Sewell. The amendments are subject to the acceptance of the TSX Venture Exchange (the "Exchange") and approval by the Company's disinterested shareholders.

The loan agreement will be amended to, among other things: (i) extend the maturity date of the loan to January 1, 2013; (ii) decrease the minimum conversion price at which Common shares of the Company may be issued in satisfaction of interest to $0.125 per share; and (iii) extend the date on which repayment of the principal amount of the loan will commence to October 1, 2011 (at the rate of $127,332.60 per month and for a period of 16 months at that rate with a final payment of $5,038,118.79 due on the maturity date). In addition, to reflect the fact that one of the original lenders, Mark Dodge, assigned one-half of the principal amount of his loan as at August 15, 2008, the assignee will be made a party to the loan agreement.

Making the amendment will provide repayment terms more favourable to the Company as the principal repayments have been deferred for one year. This enables the Company to conserve cash.

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, the amendments constitute a "related party transaction". Each of the original lenders is a "related party" because each is a director and/or senior officer of the Company or a subsidiary, and, in the case of Frank Miles, because he is a control person and owns or controls, directly or indirectly, securities of the Company carrying more than 10% of the voting rights attached to all of the Company's outstanding securities. Accordingly, the Company is required to obtain "minority approval" of the amendments from every class of "affected securities" of the Company, voting separately as a class. As both the Common shares and the Preference shares of the Company are affected securities, the Company is seeking the minority approval of the holders of both classes of shares.

The Company is relying on the exemption set forth in section 5.5(b) (Issuer Not Listed on Specified Markets) of MI 61-101, which allows an issuer to forego a formal valuation in respect of a related party transaction if no securities of such issuer are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. This exemption is available to the Company as it is listed on the Exchange only.

Macro Enterprises Inc. is a leading oilfield construction and maintenance company with operations centered in Fort St. John, B.C. Macro's activities include pipeline construction, facilities maintenance, custom fabrication and insulating services.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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