CPP

CapGain Properties Inc. ("CapGain" or "Company") (TSX VENTURE:CPP) had
previously 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.


The offering consists of 1,000 units of the Company at a price of $1,000 per
Unit (a "Unit") under the Offering. Each Unit is comprised 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. 


The Offering also included broker warrants exercisable at $0.10. CapGain now
wishes to announce that said broker warrants are to be amended and are now
exercisable at $0.12.


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
(www.tmx.com) and the SEDAR website (www.sedar.com) under the profile for
CapGain.


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.


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
CapGain Properties Inc.
Brian Knight
Chief Executive Officer
(847) 854-4213
bknight@capgain.ca

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