Macro Securityholders Approve Going Private Transaction

Fort St. John, British Columbia--(Newsfile Corp. - April 4, 2022) - MACRO ENTERPRISES INC. (TSXV: MCR) (the "Company" or "Macro") is pleased to announce that, at the special meeting of securityholders of the Company held today (the "Meeting"), securityholders approved the special resolution (the "Arrangement Resolution") in respect of the previously announced plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (as amended, the "Arrangement") involving 1325996 B.C. Ltd. ("AcquireCo"), an entity to be controlled by Frank Miles ("Miles"), and jointly owned by Miles and Jeff Redmond ("Redmond", and together with Miles, the "Participating Shareholders"). Pursuant to the Arrangement, AcquireCo will acquire all of the issued and outstanding shares in the capital of the Company. In connection with the Arrangement, holders ("Macro Common Shareholders") of common shares in the capital of Macro (the "Macro Common Shares"), other than the Participating Shareholders, but including Miles with respect to certain Macro Common Shares held by Miles, will receive C$4.00 per share (less applicable withholdings) for each Macro Common Share held.

The Arrangement Resolution was approved by: (i) (A) two-thirds of the votes cast on the Arrangement Resolution by the Macro Common Shareholders and the holders ("Macro Preferred Shareholders" and, together with the Macro Common Shareholders, the "Macro Shareholders") of Class A Convertible Preference Shares in the capital of Macro (the "Macro Preferred Shares"), voting as a single class, present or represented by proxy at the Meeting; (B) two-thirds of the votes cast on the Arrangement Resolution by Macro Shareholders and holders of stock options of Macro, voting as a single class, present or represented by proxy at the Meeting; (C) two-thirds of the votes cast on the Arrangement Resolution by Macro Common Shareholders, voting as a separate class, present or represented by proxy at the Meeting; and (D) two-thirds of the votes cast on the Arrangement Resolution by Macro Preferred Shareholders, voting as a separate class, present or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by: (A) Macro Common Shareholders, present or represented by proxy at the Meeting, and (B) Macro Preferred Shareholders, present or represented by proxy at the Meeting, in each case voting as a separate class and excluding any votes in respect of Macro Common Shares and Macro Preferred Shares, respectively, that are required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Company did not receive any notices of dissent in respect of the Arrangement Resolution.

Completion of the Arrangement remains subject to customary conditions of closing, including court approval of the Arrangement. Subject to the satisfaction or waiver of such conditions of closing, the Arrangement is expected to be completed in the coming weeks. Following completion of the Arrangement, the Company will be de-listed from the TSX Venture Exchange ("TSXV") and applications will be made for the Company to cease to be a reporting issuer.

Further information about the Arrangement is set forth in the materials prepared by the Company in respect of the Meeting, which were sent to securityholders and filed under the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

About Macro Enterprises Inc.

Macro's core business is providing pipeline and facilities construction and maintenance services to major companies in the oil and gas industry in northeastern British Columbia and northwestern Alberta. The Company's corporate office is in Fort St. John, British Columbia. The Macro Common Shares are listed on the TSXV under the symbol "MCR". Information on the Company's principal operations can be found at www.macroindustries.ca.

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain forward-looking information and forward-looking statements (collectively, "forward-looking statements"), as such terms are defined under applicable securities law, regarding the Company's business and operations. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", or other similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company's control, that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements (including execution risk, market risk, industry risk, market sentiment, the impact of general economic conditions and competition from other industry participants, as well as stock market volatility). In this news release, forward-looking statements relate to, among other things, information regarding: (a) the terms and conditions of the Arrangement; (b) satisfaction of the conditions precedent to the Arrangement, if at all, the details of which are set out in the management information circular of the Company dated February 28, 2022 (as supplemented by the Company's news release dated March 28, 2022, the "Circular") prepared in connection with the Meeting; (c) timing and consummation of, the Arrangement, if at all (including receipt of the final order approving the Arrangement, and on the same terms and conditions or otherwise); (d) the anticipated benefits of the Arrangement, if any, to Macro securityholders and other stakeholders of Macro (including economic, business, competitive and other benefits); (e) the likelihood of the Arrangement being completed within a reasonable period, if at all; (f) the expectation that, on or following closing of the Arrangement, the Company will be de-listed from the TSXV and will cease to be a reporting issuer (including the expected timing thereof); and (g) the Meeting. Readers are referred to the Company's public disclosure record, including the Circular which is available on SEDAR (www.sedar.com). While such forward-looking statements are expressed by the Company, as stated in this release, in good faith and believed by the Company to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, risks relating to stock exchange, court, regulatory (if applicable) and other approvals required in connection with the Arrangement, risks relating to the satisfaction or waiver of the conditions precedent to the Arrangement and adverse changes in applicable laws or regulations, which in each case could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. As a result of these risks and uncertainties, the proposed transaction could be modified, restructured or not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. The Company is not affirming or adopting any statements made by any other person in respect of the proposed transaction and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities or to comment on expectations of, or statements made by any other person in respect of the proposed transaction. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward-looking statements is at investors' own risk. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed timeframes or at all. In addition, this news release contains future-oriented financial information and financial outlook, as such terms are defined under applicable securities laws. The future-oriented financial information and financial outlook contained herein are made solely based on information available to the Company as of the date hereof and are subject to the same assumptions, risk factors and other qualifications as all other forward-looking statements, and are presented solely for the purpose of conveying the current anticipated expectations of the Company and may not be appropriate for any other purposes. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable laws and the policies of the TSXV, the Company disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Trading in the securities of the Company should be considered highly speculative. There can be no assurance that Company will be able to achieve all or any of its proposed objectives.

For further information please contact:

Frank Miles
President and C.E.O.
(250) 785-0033 

Bob Fedderly
Special Committee
Phone: Phone: (250) 787-0398

Neither the 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/119220

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