Macro Enterprises Inc.
TSX VENTURE : MCR

Macro Enterprises Inc.

April 30, 2009 18:28 ET

Macro Enterprises Inc. Announces Agreement to Amend Convertible Loan Agreement

CALGARY, ALBERTA--(Marketwire - April 30, 2009) - Macro Enterprises Inc. (the "Company" or "Macro") (TSX VENTURE:MCR) announces that it has entered into an agreement dated effective March 31, 2009 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 (collectively, the "Lenders"). 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: (i) extend the maturity date to January 1, 2012; (ii) decrease the interest rate to an annual interest rate of 6.5% per annum; (iii) revise the interest repayments to provide that interest is payable quarterly with payments commencing on June 30, 2009; (iv) provide that the interest for the period after March 31, 2009 through to December 31, 2009 will be payable in cash, or, in certain circumstances, with Common shares of the Company at a conversion price equal to the greater of the volume weighted average price of the Common shares on the Exchange for the 20 trading days prior to the interest payment date and $0.25 per share; (v) provide that the interest for the period after December 31, 2009 will be payable in cash, or, in certain circumstances, at the election of any of the Lenders, with Common shares at a conversion price equal to the greater of the volume weighted average price of the Common shares on the Exchange for the 20 trading days prior to the interest payment and $0.25 per share; (vi) provide that repayment of the principal amount of the loan will commence on October 1, 2010 at the rate of $127,332.60 per month and will continue for a period of 16 months at that rate with a final payment due on the maturity date; (vii) lower the conversion price to a conversion price relating to conversion of the principal to $1.50 per share; and remove the right of the Company to convert outstanding principal to Common shares.

Making the amendments will lower the interest rate on Macro's indebtedness to the Lenders, provide repayment terms more favourable to the Company and provide the Company with greater flexibility in satisfying the indebtedness. In certain situations, it will also allow Macro to issue Common shares to satisfy its interest obligation to the Lenders in 2009 and after, if any of the Lenders elect to receive Common shares in lieu of cash, thereby allowing 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 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. Macro is listed on the TSX-Venture Exchange under the symbol MCR-V.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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