CapGain Properties Inc. Announces Private Placement


LAKE IN THE HILLS, ILLINOIS--(Marketwired - Jun 13, 2013) - CapGain Properties Inc. ("CapGain" or "Company") (TSX VENTURE:CPP) is pleased to announce a non-brokered private placement of up to $1,000,000 (the "Offering"), consisting of debentures, common shares (the "Common Shares") and warrants of the Company.

CapGain is offering 1,000 units of the Company at a price of $1,000 per Unit (a "Unit") under the Offering. Each Unit consists of an $800 convertible unsecured debenture (the "Debenture") and $200 of Common Shares and warrants (collectively, the "Equity Security").

The Debentures have a term of three (3) years and accrue interest of 10% per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on September 30, 2013. The Debentures are convertible, at any time, at the option of the holder, into Common Shares of CapGain at a price of $0.13 per Common Share. The Company shall be entitled to redeem the Debentures after 24 months from issuance for the principal amount and any outstanding interest.

The Equity Security will be issued at a price of $0.10 for each Equity Security and consist of one (1) Common Share and two (2) Common Share purchase warrants (the "Warrants"). One Warrant will entitle the holder to acquire a Common Share at a price of $0.15 per share and the other Warrant will entitle the holder to acquire a Common Share at a price of $0.20 per share. The Warrants will expire two (2) years from issuance and have a forced conversion feature based upon the Company's trading price. Proceeds from the Offering will be used as earnest money to secure its right to purchase contracted properties and for general corporate purposes.

The Offering is subject to approval by the TSX Venture Exchange and is anticipated to close on or before July 15, 2013.

About CapGain

CapGain is an investment company that is focused on the acquisition of income producing real property in select markets in the United States. The Company's management and expertise within the real estate and finance industries allow it to acquire properties at significantly below market value.

Additional information on CapGain may be accessed through the TMX website ( and the SEDAR website ( under the profile for CapGain.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of applicable legislation. All statements included in this report and the documents that we incorporate by reference, are forward-looking statements and can generally be identified by words such as "will," "allow," "outlook," or the negative of these terms, and other comparable terminology.

Various risks and other factors could cause actual results, and actual events that occur, to differ materially from those contemplated by the forward looking statements, such as whether CapGain is able to meet price, performance, quality and delivery requirements. Although CapGain believes that the expectations represented by any forward-looking statements and forward-looking information contained herein are reasonable based on the information available to them on the date of this document, management cannot assure investors that actual results, performance or achievements will be consistent with these forward-looking statements or forward-looking information. CapGain undertakes no obligation to update the information in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events.

CapGain Properties Inc.
Brian Knight
Chief Executive Officer
(847) 854-4213

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