Macro Enterprises Inc.
TSX VENTURE : MCR

Macro Enterprises Inc.

December 19, 2006 21:22 ET

Macro Enterprises Inc.: Pricing of Subscription Receipt Private Placement Offering

CALGARY, ALBERTA--(CCNMatthews - Dec. 19, 2006) - Macro Enterprises Inc. (TSX VENTURE:MCR)

NOT FOR DISTRIBUTION TO U.S. WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

This press release is not an offer of securities for sale in the United States. The Company's securities have not been, nor will be, registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such laws.

As previously announced, Macro Enterprises Inc. (the "Company") has appointed Sprott Securities Inc. as lead agent on behalf of a syndicate of agents including Acumen Capital Finance Partners Limited in respect of an offering (the "Offering") of up to 6,500 subscription receipts (the "Subscription Receipts") on a "best efforts" private placement basis at a price of $1,000 per Subscription Receipt for gross proceeds of up to $6,500,000.

Agreement has now been reached on the definitive terms of the Subscription Receipts and the securities issuable on exchange thereof.

Each Subscription Receipt will entitle the holder thereof to receive, without additional payment or further action, one convertible cumulative non-voting preferred share (the "Preferred Share") of the Company on receipt of the approval of the shareholders of the Company to the creation of the Preferred Shares and the completion of all related requisite filings. If such approval is not obtained, each holder of a Subscription Receipt will be entitled to receive, without additional payment or further action, one convertible unsecured subordinated debenture (the "Convertible Debenture") of the Company. If the filings necessary to create the Preferred Shares are not made, nor the Convertible Debentures issued, by February 28, 2006, the holders of the Subscription Receipts will be entitled to receive a return of their subscription price together with a pro rata share of any interest earned thereon.

The Preferred Shares will be entitled to a cumulative preferential cash dividend at a rate of 6.5% per annum payable quarterly in arrears commencing March 31, 2007.

Each Preferred Share will be convertible into common shares of the Company ("Common Shares") at the option of the holder at any time at a conversion price of $1.50 per common share (the "Conversion Price") being a premium of 23% to the market price of the Common Shares immediately prior to the pricing of the private placement.

The Preferred Shares will be redeemable by the Company at par plus any declared and unpaid dividends (the "Preferred Share Redemption Price") at any time from January 1, 2009 to December 31, 2010, if the weighted average trading price of the Common Shares for 20 consecutive trading days is above 135% of the Conversion Price. After December 31, 2010, the Preferred Shares will be redeemable by the Company at the Preferred Share Redemption Price at any time. Payment of the Preferred Share Redemption Price will be made by issuing Common Shares at 95% of the average trading price for the prior 20 days.

If issued, the Convertible Debentures will bear interest at a rate of 7.5% per annum payable semi-annually in arrears commencing June 30, 2007. The Convertible Debentures will mature on March 1, 2012. Payment at maturity may be made in Common Shares or in cash at the election of the Company.

Each Convertible Debenture will be convertible into Common Shares at the option of the holder at any time at the Conversion Price.

The Convertible Debentures will be redeemable by the Company at a price equal to the principal outstanding and accrued and unpaid interest thereon (the "Debenture Redemption Price") at any time from January 1, 2009 to December 31, 2010, if the weighted average trading price of the Common Shares for 20 consecutive trading days is above 135% of the Conversion Price. After December 31, 2010, the Convertible Debentures will be redeemable by the Company at the Debenture Redemption Price at any time. Payment of the Debenture Redemption Price will be made by issuing Common Shares at 95% of the average trading price for the prior 20 days.

The gross proceeds of the Offering will be held by an escrow agent and invested in short term obligations of, or guaranteed by, the Government of Canada (and other approved investments) until the earlier of the issuance of the Preferred Shares or the Convertible Debentures at which time the escrowed funds and any interest thereon will be delivered to the Company.

The proceeds of the Offering will be used to fund equipment and other capital expenditures and for general corporate purposes.

Closing of the Offering is expected to occur on or about January 4, 2007.

The Company will call a special meeting of its shareholders in early February 2007 for the purpose of obtaining the shareholders' approval of the creation of the Preferred Shares.

The Offering is subject to the approval of the TSX Venture Exchange.

Forward-Looking Statements

Certain statements in this news release may include forward-looking information that involves various risks and uncertainties. These may include, without limitation, statements based on current expectations involving a number of risks and uncertainties related to pipeline and facilities construction and maintenance services associated with the oil and gas industry and the domestic and worldwide supplies and commodity prices of oil and gas. These risks and uncertainties may cause results to differ from information contained herein. There can be no assurance that such forward-looking statements will prove to be accurate. Further information regarding the risks and uncertainties affecting the Company are described in its "Management Discussion and Analysis" dated November 24, 2006 under "Risks and Uncertainties" which is available at www.sedar.com.

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

Contact Information