Gulf & Pacific Equities Raises $600,000 at the Second Closing of its Private Placement Debenture Offering

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 that it has raised
gross proceeds in an amount equal to $600,000 at the second closing of its 8%
unsecured convertible debentures (the "Debentures") private placement offering.
The Debentures were carried out under the "accredited investor exemption" in
part 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions.
The aggregate amount raised, including today's closing, totals $2,353,250.
Subsequent closings up to the maximum offering amount of $3,956,250 (in
aggregate) may occur prior to January 28, 2010. 


The Debentures were issued with an effective date of December 31, 2009 pursuant
to a trust indenture between the company and Computershare Trust Company of
Canada, as trustee. Subject to the detailed terms and conditions of that trust
indenture, the Debentures have a five year term, maturing December 31, 2014 and
bear interest from the date of issue at 8% per annum which, unless the
Debentures are earlier converted or redeemed in accordance with their terms,
will be paid subsequently in semi-annual payments occurring on April 1st and
October 1st of each year until maturity. 


The Debentures are convertible, at the option of the respective holders, at any
time or from time to time prior to 5:00 p.m. (Toronto time) on December 31,
2014, into fully paid, non-assessable common shares of the Company at a
conversion price of $0.25 per share if converted prior to December 31, 2011, and
$0.30 per share if converted on or after January 1, 2012 and prior to the
conversion expiry time. Where Debentures are converted, interest accruing due
but otherwise unpaid to the day preceding the date of conversion will be paid
promptly following such date. 


The Company's Debenture private placement offering is anticipated, once
completed, to comprise of $2,956,250 in debt for debt exchange and a $1,000,000
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 $896,250 and $2,060,000 outstanding
debentures maturing on September 1, 2013 and November 18, 2014, respectively.
Trading of the Debentures issued on this closing and common shares issued upon
their conversion are subject to a hold period that expires May 22, 2010. In
conjunction with today's closing, the Company paid a finder's fee of $24,000 in
relation to the private placement offering. 


Upon the final closing, the Company will use the proceeds to retire the
outstanding series' of debentures, consolidate debt, pursue strategic
opportunities and for general working capital. 


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.