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CapGain Properties Inc. Proposes Share Consolidation

Jun 19 2013 12:00AM

Marketwire

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LAKE IN THE HILLS, ILLINOIS -- (Marketwired) -- 06/19/13 -- CapGain Properties Inc. ("CapGain" or the "Company") (TSX VENTURE: CPP) announces that it has proposed a consolidation of the common shares of the Company (the "Common Shares").

The share consolidation proposal would authorize the board of directors of the Company to consolidate the Common Shares up to a ten (10) pre-consolidation shares for one (1) post-consolidation share basis (the "Consolidation"). There will be no name change in conjunction with the Consolidation.

Management and the board of directors believe that approval for the Consolidation is in the best interests of the Company and its shareholders. Management believes that a successful completion of the Consolidation would allow the Company important flexibility to amend its capital structure and is imperative in order for the Company to complete future financings. The Consolidation will not change a shareholder's proportionate ownership in the Company or the rights of holders of Common Shares. Each Common Share outstanding after the Consolidation will be entitled to one vote and will be fully paid and non-assessable.

Under the terms of the proposed Consolidation, no fractional Common Share will be issued as a result of the Consolidation, and shareholders entitled to receive less than one (1) Common Share will receive a cash payment. Shareholders receiving more than one (1) Common Share as a result of the Consolidation will receive such whole Common Share and any fractional shares will be rounded up or down to the nearest whole number. Such shareholders will not receive a cash payment. There are currently approximately 48,104,837 Common Shares issued and outstanding.

The Consolidation is subject to approval by the TSX Venture Exchange and the shareholders of the Company. A special shareholders' meeting has been called for June 27, 2013 to consider the Consolidation.

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.



Contacts:
CapGain Properties Inc.
Brian Knight
Chief Executive Officer
(847) 854-4213
bknight@capgain.ca





Source: Marketwire