Gatekeeper Systems Announces Private Placement

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INVESTORS NEWS

FOR IMMEDIATE RELEASE

Gatekeeper Systems Announces Private Placement

Abbotsford, BC February 2, 2015 – Gatekeeper Systems Inc. (“Gatekeeper” or the “Company”) (TSX.V: GSI) announces a non-brokered private placement offering (the “Offering”) of up to 2,000,000 units (the “Units”) at a price of $0.15 per Unit for gross proceeds of up to $300,000, subject to TSX Venture Exchange approval.  Each Unit will consist of one common share and one-half share purchase warrant (the “Warrant”), each full Warrant is exercisable at $0.25 for a period of 24 months from the date of closing. 

The Company has today closed a first tranche of 1,250,000 Units for gross proceeds of $187,500.  Finder’s fees paid in connection with the first tranche total $10,170 in cash, plus 67,800 finder’s warrants to acquire common shares on the same terms as the warrants issued to subscribers.  Securities issued pursuant to the first tranche are subject to a hold period and may not be traded until June 3, 2015.

Proceeds of the Offering will be used to fulfill the Company’s current backlog of orders, support inventory, and for general working capital. Finder’s fees may be payable on subsequent tranches of the Offering.

Certain directors and officers of the Company may acquire securities under subsequent tranches of 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 has provided total mobile video security solutions to over 3,500 customers and has installations in every state and province in North America. Customers include school districts, public transit, law enforcement and military. 

For more information visit: www.gatekeeper-systems.com. 

2015-02-02 NR – Gatekeeper Systems Announces Private Placement_v3pdf.pdf

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.