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CapGain Properties Inc. Releases Pro Forma Data

LAKE IN THE HILLS, ILLINOIS -- (Marketwire) -- 01/24/13 -- In light of the completion of its Qualifying Transaction with Big Mojo Capital Inc., CapGain Properties Inc. (TSX VENTURE:CPP) ("CapGain") is releasing key pro forma data concerning the resulting issuer, as contained below:

Pro Forma Consolidated Statement of Financial Positions                     
Expressed in United States Dollars                                          
As of September 30, 2012                                                    
(Unaudited)                                                                 
                                                                            
                                                                  Pro Forma 
                                                               Consolidated 
                                        CapGain     Pro Forma       CapGain 
                         Big Mojo    Properties   Adjustments    Properties 
                     Capital Inc.          Inc.       (Note 4)         Inc. 
----------------------------------------------------------------------------
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                              US$           US$           US$           US$ 
ASSETS                                                                      
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Current                                                                     
 Cash and cash                                                              
  equivalents                  25       164,014    311,500 (a)      414,039 
                                                  (61,500) (c)              
 Goods and services                                                         
  taxes recoverable                       5,835                       5,835 
 Prepaid expenses                                                           
  and deposits                            1,000                       1,000 
 Real estate                                                                
  inventories                         7,485,000                   7,485,000 
 Prepaid qualifying                                                         
  transaction cost                      135,010  (135,010) (c)              
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  Total current                                                             
   assets                      25     7,790,859                   7,905,874 
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Total assets                   25     7,790,859                   7,905,874 
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LIABILITIES                                                                 
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Current                                                                     
 Accounts payable                                                           
  and accrued                                                               
  liabilities              73,865        56,651                     130,516 
 Mortgage payable                       754,150                     754,150 
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  Total current                                                             
   liabilities             73,865       810,801                     884,666 
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Due to a related                                                            
 party                                   99,726                      99,726 
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                                        910,527                     984,392 
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SHAREHOLDERS' EQUITY                                                        
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 Common Shares            211,625     6,397,981    311,500 (a)    8,346,770 
                                                   907,637 (a)              
                                                     5,000 (b)              
                                                   724,652 (d)              
                                                 (211,625) (d)              
 Preferred shares,                                                          
  series A                              907,637    907,637 (a)              
 Contributed surplus                                97,000 (c)      156,261 
                                                    41,439 (c)              
                                                    17,822 (c)              
 Reserves                  51,684                 (51,684) (d)              
 Deficit                 (337,148)     (425,286)   (5,000) (b)   (1,581,549)
                                                  (97,000) (c)              
                                                  (41,439) (c)              
                                                  (17,822) (c)              
                                                 (135,010) (c)              
                                                  (61,500) (c)              
                                                   337,148 (d)              
                                                 (798,492) (d)              
----------------------------------------------------------------------------
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  Total                                                                     
   shareholders'                                                            
   equity                 (73,840)    6,880,332                   6,921,482 
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Total liabilities                                                           
 and shareholders'                                                          
 equity                        25     7,790,859                   7,905,874 
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Pro forma assumptions and adjustments

The pro forma consolidated statement of financial position includes the following pro forma assumptions and adjustments:

(a) The Corporation will issue a total of 33,440,486 Common Shares in exchange for 33,440,486 issued Common Shares of CapGain and 4,538,185 Common Shares in exchange for the issued 4,538,185 Preferred Shares, Series A of CapGain. In addition, the Corporation will issue one Common Share in exchange for each Common Share of CapGain issued by CapGain through the Private Placement. The Private Placement expects to raise $550,000 from the issuance of 5,500,000 Common Shares at $0.10 per share, of which, 2,385,000 common shares amounting to $238,500 was raised as of September 30, 2012.

(b) Sponsorship shares were issued to Union Securities, Ltd. totaling 50,000 common shares at $0.10 per share as partial compensation for acting as Sponsor. The amount of $5,000 was charged to Deficit.

(c) Options to acquire common shares of the Corporation at an exercise price of $0.10 per share, for up to 1,300,000 common shares were granted to directors of the Corporation. The value assigned for each option is $0.07 and in total amount of $97,000 which has been recorded under contributed surplus. The fair value of the options has been estimated using the Black Scholes option pricing model with the following assumptions: Exercise and share price $0.10; Risk-free interest rate 1.64%; Expected volatility 100%; Expected dividend yield Nil; Weighted average life 5 years; and Forfeiture rate Nil.

Prior to the proposed Qualifying Transaction, the Corporation had granted 400,000 stock options to its officers and directors. The options will expire 90 days following cessation of office, directorship or technical consulting arrangement. Upon completion of the Qualifying Transactions, holders of the 300,000 stock options will no longer continue as officers and directors of the Corporation, hence, CapGain, being the accounting parent, was deemed to have issued replacement options to provide opportunity to the former officers and directors to exercise their options within 90 days from the date of the completion of Qualifying Transaction. In addition, replacement options were also issued for the existing 100,000 stock options owned by a director of the Corporation who will continue as a director of the consolidated entity.

Consequently, additional share-based payment expense was recorded in the amount of $41.439. The Corporation also has Agent's Options of 200,000 outstanding and exercisable as at September 30, 2012. These options have an exercise price of $0.10 per share and expire on March 7, 2013. Costs incurred related to the Qualifying Transaction were written off to Deficit in the amount of $135,010. Additional transaction costs totaling $61,500 were incurred and charged to Deficit. The existing 400,000 stock options granted to directors and officers of the Corporation, 200,000 existing agent options and costs incurred related to the Qualifying Transactions are a portion of the consideration for the transaction.

(d) IFRS 2 states that for equity-settled share based payment transactions, the entity shall measure the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless the fair value cannot be estimated reliably. If the entity cannot estimate reliably the fair value of the goods or services received, the entity will measure their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. When the transaction is accounted for under IFRS 2, no goodwill will arise on the transaction; rather the amount is recognized as a listing expense in Profit and Loss, eventually to Deficit.

The transactions described in the Share Purchase Agreement in Note 3 will result in the elimination of the Corporation's equity accounts as at September 30, 2012, along with the recognition of the fair value of the consideration granted by CapGain for the net liabilities of the Corporation, the difference being treated as a listing expense. The fair value of the common shares of the Corporation was calculated at a deemed price of $0.181163 per share.

Consideration (in US $)

Fair value of common shares issued (4,000,000 shares at $0.181163): 724,652

Fair value of replacement stock options granted to former officers and directors of the Corporation (400,000 stock options): 41,439

Fair value of agent stock options (200,000 stock options): 17,822

Transaction costs: 201,510

Total: 985,423

Net liability received

Cash: 25

Accounts payable and accrued liabilities: (73,865)

Total: (73,840)

Listing expense: 1,059,263

About CapGain

CapGain is an investment company that purchases, re-structures when applicable, and sells real estate in the United States, with a forward moving focus on income producing real estate. CapGain's contacts within the real estate and finance industries allow the purchase of properties significantly below market value.

Additional information on the operations or financial results of CapGain is included in reports on file with applicable securities regulatory authorities and may be accessed through the TMX website (www.tmx.com) and the SEDAR website (www.sedar.com) under the profile for CapGain.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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.

The TSXV has neither approved nor disapproved the contents of this press release. The TSXV does not accept responsibility for the adequacy or accuracy of this release.

Contacts:
CapGain Properties Inc.
Brian Knight
Chief Executive Officer
(847) 854-4213
[email protected]

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