Gatekeeper Systems Closes First Tranche Private Placement

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INVESTORS NEWS

FOR IMMEDIATE RELEASE

Gatekeeper Systems Closes First Tranche Private Placement

Abbotsford, BC July 17^th, 2015 – Gatekeeper Systems Inc. (“Gatekeeper” or the “Company”) (TSX.V: GSI; OTC: GKPRF) is pleased to announce that it has closed a first tranche of its non-brokered private placement (the “Offering”) previously announced on July 9, 2015 through the issuance of 8,740,333 units (the “Units”) for gross proceeds of $1,311,050.

Each Unit issued under the Offering consists of one common share and one-half of one common share purchase warrant, each full warrant exercisable at $0.25 for a period of 24 months from the date of issue.

Proceeds of the Offering will be used to fulfill the Company’s current backlog of orders, support inventory, develop software and products, expand the sales and engineering team, and for general working capital.

Finder’s fees paid in connection with the first tranche total $85,576 in cash, plus 540,173 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 November 17, 2015. Finder’s fees may be payable on subsequent tranches of the Offering.

Kevin Ma, CFO of the Company acquired securities in the Offering. Mr. Ma’s participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction is 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 exceeded 25% of the Company’s market capitalization.

The closing of the Offering is subject to acceptance of the TSX Venture Exchange.

About Gatekeeper Systems Inc.

Gatekeeper provides innovative, end-to-end video safety and security solutions for mobile applications including body cameras, in-car police video systems, school bus video and stop arm camera video enforcement systems, transit bus video systems, and airborne digital recording systems for military applications.

The Company is headquartered in Abbotsford, British Columbia, Canada, and its shares are traded on the TSX Venture Exchange under the symbol “GSI”, and on the OTC Markets under the symbol “GKPRF”.

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

2015-07-17 -NR – Gatekeeper Systems Closes First Tranche Private Placement.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.