Fort St. John, British Columbia--(Newsfile Corp. - April 1, 2022) - MACRO ENTERPRISES INC. (TSXV: MCR) (the "Company") announces that, further to its press release of March 28, 2022, the Company, together with 1325996 B.C. Ltd. ("AcquireCo"), have agreed to amend the terms of the arrangement agreement between the Company and AcquireCo dated February 14, 2022 (the "Arrangement Agreement") and the terms of the plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement") in light of the untimely passing of Ken Mastre ("Mastre"), the former Vice President, Pipelines of the Company.
Under the terms of the amending agreement entered into as of April 1, 2022, among the Company, AcquireCo, Frank Miles and Jeff Redmond: (i) Mastre's estate will no longer be a "Participating Shareholder", a "Participating Class B Shareholder" or a "Participating Incentiveholder" (in each case as defined in the Arrangement Agreement) for purposes of the Arrangement; (ii) Mastre's estate will participate in the Arrangement on the same terms as holders of shares in the outstanding capital of the Company who are not Participating Shareholders and holders of options of the Company who are not Participating Incentiveholders; and (iii) Mastre's estate will be released from his obligations as a "Guarantor" (as defined in the Arrangement Agreement).
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 common shares of the Company are listed on the TSX Venture Exchange (the "TSXV") under the symbol "MCR". Information on the Company's principal operations can be found at www.macroindustries.ca.
Forward-Looking Statement Cautions:
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). Readers are referred to the Company's public disclosure record, including the Company's management information circular dated February 28, 2022 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 and other approvals required in connection with the Proposed Transaction, risks relating to the satisfaction or waiver of the conditions precedent to the Proposed Transaction (if at all) 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.
Phone: (250) 785-0033
Bob Fedderly
Special Committee
Phone: (250) 787-0398
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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/119028
