Gatekeeper Systems Announces Increase to PP

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INVESTORS NEWS

FOR IMMEDIATE RELEASE

Gatekeeper Systems Announces Increase to Private Placement

Abbotsford, BC February 12 th , 2015 – Gatekeeper Systems Inc. (“Gatekeeper” or the “Company”) (TSX.V: GSI) announces that the non-brokered private placement offering as announced on February 2, 2015 (the “Offering”), has been oversubscribed. The Company now proposes to raise a total of up to $450,000 through the issuance of up to 3,000,000 units (the “Units”) at a price of $0.15 per Unit, subject to TSX Venture Exchange approval.

On February 2, 2015, the Company closed the first tranche of the Offering for gross proceeds of $187,500. The Offering is expected to be completed by way of a second tranche for gross proceeds of up to $262,500.

In connection with the Offering, an officer of the Company has completed a sale of 1,333,333 common shares of their personal holdings at a price of $0.15 per share through the facilities of the TSX Venture Exchange. The proceeds from this sale will be used to fund the subscription for 1,333,333 Units at a price of $0.15 per share in the Offering.

Each Unit issued under the Offering will consist of one common share and one-half of one common share purchase warrant (the “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, and for general working capital. Finder’s fees may be payable on subsequent tranches of the Offering.

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 headquartered in Abbotsford, British Columbia, Canada, and its shares are traded on the TSX Venture Exchange under the symbol “GSI”.

The Company is organized into two divisions:

Deep Development Corp. focuses on law enforcement, 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.

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.

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

2015-02-12 -NR – Gatekeeper Systems Announces Increase to PP.pdf

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