VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 01/08/13 -- CapGain Properties Inc., formerly called Big Mojo Capital Inc. (the "Corporation" - TSX Venture -"CPP") announces that it has closed its Qualifying Transaction with the Alberta corporation also called CapGain Properties Inc. ("AlbertaCo") by the issuance of a total of 43,478,671 common shares in exchange for all of the issued and outstanding shares of AlbertaCo. Of the 43,478,671 common shares of the Corporation, 37,978,671 common shares are subject to a Tier 2 Value Security Escrow Agreement; and 5,500,000 common shares are subject to a four month hold period ending April 21, 2013. The Corporation also issued 50,000 common shares to PI Financial Corp. as partial payment for acting as Sponsor for the Corporation's Qualifying Transaction.
In connection with the Qualifying Transaction, the Corporation changed its name from Big Mojo Capital Inc. to CapGain Properties Inc.
Through AlbertaCo, a wholly-owned subsidiary of the Corporation, the Corporation will carry on its business as an investment company specializing in purchasing real estate properties at discount values in the U.S. It intends to pursue the acquisition of properties that can be purchased below their market value, with an emphasis, where possible, on properties that are currently income producing or can become income producing. The primary parameters of a purchase are: the discounted value of the purchase price versus current market appraised value; amount of current income or income potential yet to be realized; and re-sale marketability.
The new board of directors of the Corporation consists of Brian E. Knight, Michael L. Loprieno, Neil B. Ramsay, and Rene Branchaud, as the new appointees, and Christopher Kape, a current and remaining director. Jacob (Jake) H. Kalpakian has resigned as President, Chief Executive Officer and Chief Financial Officer of the Corporation. Brian E. Knight has been appointed as President and Chief Executive Officer, James Brander has been appointed as Chief Financial Officer and Michael L. Loprieno has been appointed as Secretary.
In addition, 800,000 CPC escrowed shares were transferred within escrow, at a transfer price of $0.075 per share, by Jake Kalpakian, of which 380,000 shares were transferred to Strategic Lending Solutions, LLC, a company controlled by Brian E. Knight, and of which 420,000 shares were transferred to LOP Capital LLC, a company controlled by Michael L. Loprieno.
PI Financial Corp. acted as Sponsor for the Corporation's Qualifying Transaction.
The Corporation's common shares will resume trading on the TSX Venture Exchange under its new name CapGain Properties Inc. on Wednesday, January 9, 2013 under its new symbol CPP.
"This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available."
Certain information included in this press release constitutes forward-looking information under applicable securities legislation. Such forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. Forward-looking information typically contains statements with words such as "anticipate" "believe", "expect", "plan", "intend", "estimate", "purpose", "project" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release may include, but is not limited to, information with respect to the intention of the Corporation to identify and complete the acquisition and disposition of properties. Key assumptions on which our forward-looking statements are based include: the current state of the U.S. economy and real estate markets and the expectation that economic recovery will lead to increases in the demand for and values of real estate properties in the targeted markets; the availability of properties for purchase that are consistent with the Corporation's investment objectives and criteria; the prospects for the future sale, lease or refinancing of properties; and the ability to obtain financing on acceptable terms to meet its further capital requirements.
The Corporation cannot provide any assurance that the plans, intentions or expectations upon which these forward-looking statements are based will prove to be correct. These forward- looking statements are subject to risks, uncertainties and assumptions. Although the Corporation believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that these expectations will prove to be correct. There are risks which could affect the Corporation's future results and could cause the results to differ materially from those expressed in these forward-looking statements, including without limitation: real property ownership risks; reliance on management; acquisition risks; competition; failure to obtain additional financing; potential conflicts of interest; U.S. market factors; uninsured losses; and environmental matters. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.
Any such forward-looking statements are expressly qualified in their entirety by this cautionary statement. Moreover, the Corporation does not assume responsibility for the accuracy or completeness of such forward-looking statements. The forward-looking statements in this press release are made as of the date hereof and the Corporation undertakes no obligation to publicly update or revise forward-looking statements other than as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking statements.
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.
CapGain Properties Inc.
Brian E. Knight
President and Chief Executive Officer
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