Gulf & Pacific Equities Announces Proposed Private Placement of 8% Unsecured Convertible Debentures

NOT FOR DISTRIBUTION TO U.S. WIRE SERVICES OR FOR DISTRIBUTION INTO THE UNITED
STATES


Gulf & Pacific Equities Corp. (TSX VENTURE:GUF), (the "Company") an established
company focused on the acquisition, management and development of anchored
shopping centres in Western Canada, is pleased to announce the proposed
non-brokered private placement of up to a maximum of $3,756,250 8% unsecured
convertible debentures (the "Debentures"). The debenture offering is anticipated
to be comprised of a maximum of $2,956,250 in debt for debt exchange and an
$800,000 private placement of the Debentures. The issuance of the Debentures
relating to the debt for debt exchange is being completed pursuant to agreements
made with certain note holders of the Company's $856,250 and $2,060,000
outstanding debentures maturing on September 1, 2013 and November 18, 2014,
respectively. The Debentures will be offered pursuant to the accredited investor
exemption of National Instrument 45-106 - Prospectus and Registration
Exemptions.


The Debentures will be created and issued pursuant to a note indenture (the
"Indenture") to be entered into between the Company and Computershare Trust
Company of Canada, as trustee. The Indenture will provide, among other things,
that the Debentures:


 (1) will have a five year maturity from the closing date;

 (2) will pay interest semi-annually at the rate of 8% per annum;

 (3) will be convertible at the option of the holder, exercisable at any time
prior to 5:00 pm (Toronto time) on the business day immediately preceding the
maturity date or the business day immediately preceding the date the Debentures
are redeemed, into common shares of the Company at a conversion price of: (i)
$0.25 per common share prior to the second anniversary of the closing date; (ii)
$0.30 per common share on or after the second but prior to the fifth anniversary
of the closing date. Only the outstanding principal amount of Debentures may be
converted into common shares. 


 The Corporation will use these arrangements to consolidate debt, retire the
outstanding series of debentures, pursue strategic opportunities and for general
working capital.


The offering is expected to close on or about December 18, 2009 and is subject
to certain conditions, including, but not limited to, the approval of the TSX
Venture Exchange. No bonus, finder's fee or commission is being paid in
connection with these transactions. All securities issued pursuant to these
arrangements will be subject to a four (4) month hold period.


About Gulf & Pacific Equities Corp.

Gulf & Pacific Equities Corp. was incorporated under the laws of the Province of
Alberta on April 8, 1998 and thereafter completed a public offering of common
shares by prospectus dated June 26, 1998 (TSX VENTURE:GUF).


The Company acquires, manages and develops anchored shopping malls in rural
centres in Western Canada, in particular Alberta. Gulf & Pacific targets
smaller, but rapidly growing hub communities that have hospital, high school,
police station and retail/service infrastructure. Management has consistently
reinvested cash flow to improve and grow its portfolio of income properties. 


Gulf & Pacific Equities Corp. currently owns five, well-located retail assets
located in Three Hills, Whitecourt, St. Paul and Cold Lake Alberta, as well as
in Merritt B.C.. 


In 2005, Gulf & Pacific Equities Corp. was named the 22nd fastest growing
company in Canada by "Profit" magazine, a Rogers' publication. In 2006 and 2008,
the company made the list again as the 162nd and 145th fastest growing company
in Canada.


Cautionary Statements

This news release contains "forward-looking statements", within the meaning of
the United States Private Securities Litigation Reform Act of 1995 and similar
Canadian legislation, concerning the business, operations and financial
performance and condition of Gulf & Pacific Equities. Forward-looking statements
include, but are not limited to, statements with respect to the benefits of the
offering and option transaction. Generally, these forward-looking statements can
be identified by the use of forward-looking terminology such as "plans",
"expects" or "does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or "will be taken",
"occur" or "be achieved". Forward-looking statements are based on the opinions
and estimates of management as of the date such statements are made, and they
are subject to known and unknown risks, uncertainties and other factors that may
cause the actual results, level of activity, performance or achievements of Gulf
& Pacific Equities to be materially different from those expressed or implied by
such forward-looking statements, including but not limited to risks related to:
economic conditions in Western Canada, interest rates, raising less than the
required capital; not realizing on the anticipated benefits from the transaction
or not realizing on such anticipated benefits within the expected time frame;
and other risks of the real estate industry. Although management of Gulf &
Pacific Equities has attempted to identify important factors that could cause
actual results to differ materially from those contained in forward-looking
statements, there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements. Gulf &
Pacific Equities does not undertake to update any forward-looking statements
that are incorporated by reference herein, except in accordance with applicable
securities laws.