CapGain Properties Inc. Provides Business Updates

Calgary, Alberta--(Newsfile Corp. - December 2, 2019) - CapGain Properties Inc. ("CapGain" or the "Company") is pleased to provide the following updates:

Private Placement
CapGain has completed a private placement of 350,000,000 common shares for gross proceeds of $200,001. Two directors of the company (directly and indirectly) and other third parties participated in this private placement.

The placement to the two directors constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company will rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of Peter Cheung's and a company at which Mr. Arthur Kwan is the Chief Executive Officer's participation in the placement.

Repayment of Secured Loan
CapGain has repaid the $200,000 secured loan from two of its directors and all security has been released.

Early Settlement of Statesman Loan
As previously disclosed, the Company defaulted on a loan agreement with Statesman Financing Corp. ("Statesman") in 2014. Statesman held collateral to several assets owned by CapGain at that time plus Statesman held collateral to 100% of the shares of CapGain Holdings Inc. ("Holdings") that were owned by CapGain at that time. As part of a judgment and lawsuit settled in March 2015, CapGain transferred its ownership in Holdings to Statesman. The balance of funds owing to Statesman at the time of the settlement of the lawsuit was $2,266,314. Statesman had agreed to provide a full release of debt obligations to CapGain upon the sale of two specific properties held by Holdings. Statesman does not need to receive proceeds equal to the amount owed on the debt obligation for CapGain to receive a full release of the debt obligations. As of the current date, Statesman had sold one of two specific properties and is in the process of selling the second property.

To expedite the receipt of a full release from Statesman of the loan obligation, CapGain has issued 100,000,000 common shares to an affiliate of Statesman and Statesman has provided a full release to CapGain of the loan obligation.

Confirmation that Acquisition of Oil and Gas Wells Announced March 4, 2015 has not been Completed

On March 4, 2015, the Company announced that it had entered into a binding term sheet with a third party whereby CapGain would issue common shares of the Company and convertible debentures in consideration for the assignment of working interests in three oil and gas leases containing sixteen wells located in West Central Texas (the "Proposed Transaction"). The Company confirms that the Proposed Transaction was never completed and no further obligations on the Proposed Transaction remain.

Annual General and Special Meeting
CapGain announces that the Company will be holding its Annual General and Special Meeting on Monday, January 6, 2020, 9:00 am (Calgary time) at Centennial Place, West Tower, Suite 2110, 250 - 5th Street SW, Calgary, AB T2P 0R4.

About CapGain Properties Inc.

CapGain is an investment company with a focus on the acquisition of income producing businesses.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Peter Cheung, Chief Executive Officer and Chief Financial Officer
CapGain Properties Inc.
Email: peter.cheung@spotlightinvestments.com

NO SECURITIES EXCHANGE NOR REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/50304