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Qualifying Transaction and Prospectus

February 13, 2003

MEGA CAPITAL INVESTMENTS INC. (the "Company") announces that on February 10, 2003, the Company received a receipt for its preliminary prospectus which was filed with the British Columbia, Alberta and Ontario Securities Commissions.

The Company's prospectus seeks to qualify a public offering to raise up to $3,000,000 through the issuance of up to 6,000,000 units of the Company, each unit to consist of one common share and one-half of one share purchase warrant, at a price of $0.50 per unit. Each whole warrant will entitle the holder thereof to purchase one further common share of the Company at a price of $0.75 per share for a period of two years following conclusion of the offering. The offering will be subject to a minimum of 4,000,000 units being sold. The Company intends to grant a greenshoe option to permit the over-subscription for additional units up to a maximum of 15% of the offering.

The prospectus will also qualify 2,400,000 common shares and non-transferable share purchase warrants to purchase up to 1,950,000 common shares of the Company issuable upon the exercise of special warrants issued by the Company in September and December, 2002.

Raymond James Ltd. and Pacific International Securities Inc. have signed the Company's preliminary prospectus as agents of the offering. It is anticipated that the agents will receive a cash commission equal to 8% of the gross proceeds of the offering and agents' warrants entitling them to purchase that number of common shares of the Company that equals 10% of the number of units sold under the offering at a price of $0.50 per share, exercisable for a period of two years following conclusion of the offering. Additionally, Raymond James Ltd. will be paid $5,000 cash and be issued 10,000 common shares for administrative services.

The Company also wishes to advise that it has now acquired beneficial ownership of 100% of the issued and outstanding share capital of Minera Los Lagartos, S.A. de C.V. ("Lagartos"), a Mexican company. Lagartos is the holder of options to earn a 100% interest in each of the following properties:

(a) the Juanicipio Property located in the Fresnillo District, Zacatecas, Mexico;

(b) the Don Fippi Property located in the Batopilas, Chihuahua district of Mexico; and

(c) the Guigui Property located in the Santa Eulalia, Chihuahua district of Mexico.

The acquisition of the shares of Lagartos, together with the completion of the Company's prospectus offering and other related transactions, is intended to serve as the Company's qualifying transaction pursuant to Policy 2.4 of the TSX Venture Exchange. The completion of the qualifying transaction is subject to a number of conditions, including but not limited to Exchange acceptance and completion of the offering, among other things. There can be no assurance that the transactions will be completed as proposed or at all.

On behalf of the Board of
"Dave Pearce"
President and Director

Company Contact:
Mega Capital Investments Inc. Attn. Dave Pearce
Phone: (604) 922-0010
Fax: (604) 922-6674
E-mail: davepearce@telus.net

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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