Frank Miles Investments Ltd.

March 02, 2012 21:00 ET

News Release

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 2, 2012) - Frank Miles Investments Ltd. ("FMI"), c/o Macro Enterprises Inc. located at 7904 101 Avenue, Fort St. John, British Columbia, has entered into an agreement to acquire direct beneficial ownership of 3,000 Class A Convertible Preference Shares ("Class A Shares") of Macro Enterprises Inc. ("Macro"), representing 46% of the outstanding Class A Shares, at a price of $1,000 per share cash, for a total purchase price of $3 million, by way of a private transaction. FMI does not currently own or control any Class A Shares.

The 3,000 Class A Shares are convertible by FMI at any time into 2,000,010 common shares ("Common Shares") of Macro at a price of $1.50 per Common Share representing approximately 8% of Macro's outstanding Common Shares.

FMI owns 3,000,000 Common Shares. FMI is owned and controlled by Frank Miles who beneficially owns 2,612,536 Common Shares and has beneficial ownership of, or control or direction over, an additional 4,829,325 Common Shares (including the 3,000,000 Common Shares owned by FMI) which in aggregate represent approximately 31% of Macro's outstanding Common Shares. If FMI exercised in full the conversion rights attached to Class A Shares, Mr. Miles would beneficially own, or control or direct, a total of 9,441,871 Common Shares representing approximately 36% of Macro's outstanding Common Shares.

Subject to financing, FMI is considering making offers to acquire ownership and control of all of the outstanding Class A Shares by way of private transactions which would result in FMI acquiring an additional 3,470 Class A Shares convertible at any time into 2,313,345 Common Shares. If FMI exercised in full the conversion rights attached to all 6,470 Class A Shares then held by it, Mr. Miles would beneficially own, or control or direct, a total of 11,755,216 Common Shares, representing approximately 42% of Macro's outstanding Common Shares.

A copy of the early warning report in respect of this acquisition has been filed with the applicable securities commissions and can be found at www.sedar.com. A copy of the report may be obtained by contacting Frank Miles at 250.785.0033.

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

Contact Information

  • Frank Miles Investments Ltd.
    Frank Miles
    250.785.0033