Not for dissemination in the United States or through U.S. newswires
FOR IMMEDIATE RELEASE
Gatekeeper Systems Announces Private Placement
Abbotsford, BC July 24 th , 2014 – Gatekeeper Systems Inc. (“Gatekeeper” or the “Company”) (TSX.V: GSI) announces that it has arranged for a non-brokered private placement offering (the “Offering”) of up to 3,333,333 units (the “Units”) at a price of $0.15 per Unit for gross proceeds of up to $500,000, subject to TSX Venture Exchange approval. Each Unit will consist of one common share and one share purchase warrant (the “Warrant”), each full Warrant exercisable at $0.25 for a period of 24 months from the date of closing. Should the stock price trade over $0.40 per share for ten consecutive trading days, the Company will have the right to accelerate the expiry of the Warrants by giving notice to the holders of the Warrants by news release that the Warrants will expire on the date that is not less than 30 days from the date notice is given.
Proceeds of the Offering will be used to fulfill the Company’s current backlog of orders, support inventory, and for general working capital purposes. Finder’s fees may be payable on the Offering.
Certain directors and officers of the Company may acquire securities under the private placement. Any such participation would be considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such persons will exceed 25% of the Company’s market capitalization.
About Gatekeeper Systems Inc.
Founded in 1997, Gatekeeper Systems is a leading provider of high resolution video security and safety systems for mobile applications. Our industry-leading Incident Management Software synchronizes real-time video, mapping, audio and vehicle sensors to create a total picture of operations. With these technologies, clients can detect, analyze and respond to safety and security threats anytime.
The company is organized into two divisions:
Gatekeeper® mobile video division gives school bus managers tools to see 360 degrees in and around school buses and ensure the safety of the children they transport. These tools include multiple high resolution color cameras that enhance safety inside the bus, and the Student Protector™ infrared license plate reading system. The Student Protector records the license plates of potentially deadly stop arm violators and issues tickets or citations for revenue sharing with the school district, county and Company. Gatekeeper’s transit bus surveillance system records up to 16 cameras in high resolution, allowing transit managers to view video live from buses or record evidence from all cameras.
Deep Development Corp. focuses on military and oil and gas markets – from helping to protect overseas troops flying AC130 Gunships and operating Navy or Coast Guard vessels in extreme environments, to securing potential threats in oil and gas environments. Deep Development’s post-mission analysis software is used to detect, analyze and respond to security threats.
For more information visit: www.gatekeeper-systems.com.
On behalf of the Board,
President & CEO
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.
Cautionary Note Regarding Forward-Looking Statements: This release contains forward-looking statements, including statements regarding the possible completion of a non-brokered private placement and the intended use of proceeds from the Offering. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company is able to obtain any required government or other regulatory approvals to complete the Company’s planned private placement and operations and that the Company is able to complete the Offering. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks may include, among others, that the Offering will not complete, actual results of the Company’s operations being different than those expected by management and delays in obtaining or failure to obtain required government or other regulatory approvals or financing. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities
Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.