Macro Enterprises Inc.
TSX VENTURE : MCR

Macro Enterprises Inc.

December 01, 2006 15:24 ET

Macro Enterprises Inc.: Private Placement of Subscription Receipts

CALGARY, ALBERTA--(CCNMatthews - Dec. 1, 2006) -

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.

Macro Enterprises Inc. (the "Company")(TSX VENTURE:MCR) is pleased to announce that it 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.

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 and filings completed by February 15, 2007, each holder of a Subscription Receipt will receive, without additional payment or further action, one convertible unsecured subordinated debenture (the "Convertible Debenture") of the Company.

The Preferred Shares will be entitled to a cumulative preferential cash dividend 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 (the "Conversion Price") based on a premium 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 payable semi-annually in arrears commencing June 30, 2007. The Convertible Debentures will mature on February 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 December 20, 2006.

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

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.

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.

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

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