Company Announcements

ABBOTSFORD, BC , July 14, 2025 /CNW/ - Gatekeeper Systems Inc. ("Gatekeeper" or the "Company") (TSXV: GSI) (OTC: GKPRF), a video and data solutions provider for public transportation and smart cities, announces that it has entered into an agreement with Canaccord Genuity Corp. (the "Lead Underwriter") as lead underwriter and sole bookrunner, and a syndicate of underwriters to be formed (together, the "Underwriters") pursuant to which the Company has launched a "bought deal" private placement of 8,335,000 common shares of the Company (the "Offered Shares") at a price of $1.20 per Offered Share (the "Offering Price") for aggregate gross proceeds of $10,002,000 (the "Offering").

The Offering will be completed on a private placement basis (i) in reliance on the "listed issuer financing" exemption from the prospectus requirements available under Part 5A.2 of National Instrument 45-106 – Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption in each of the Provinces and Territories of Canada, (ii) in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933 (the "U.S. Securities Act"), as amended, and (iii) in such other jurisdictions other than Canada and the United Sates pursuant to relevant prospectus or registration exemptions in accordance with applicable laws, provided that no prospectus filing or comparable obligation, ongoing reporting or continuous disclosure requirement or requisite regulatory or governmental approval arises in such jurisdictions.

The net proceeds of the sale of the Offered Shares will be used for working capital and general corporate purposes, as described in the Offering Document.

There is an offering document related to the Offering (the "Offering Document") that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.gatekeeper-systems.com. Prospective investors should read this Offering Document before making an investment decision concerning the Offered Shares.

The Company has agreed to pay the Underwriters a cash commission of 6.0% of the gross proceeds raised under the Offering. In connection with the Offering, the Company will grant the Underwriters an option to sell up to an additional 15% of the aggregate amount of Offered Shares at the Offering Price, exercisable, in whole or in part, any time up until 48 hours prior to the closing date of the Offering.

The Offering is expected to close on or about July 23, 2025 and is subject to the Company receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

The securities described herein have not been, and will not be, registered under the U.S. Securities Act or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Gatekeeper Systems Inc.

Gatekeeper is a leading provider of video and data solutions for a safer transportation environment for children, passengers, and drivers on public transportation fleets. Gatekeeper has provided solutions to more than 60 transit agencies and 3,500 school districts throughout North America and has installed more than 57,000 Mobile Data Collectors for customers which record video and data daily from over 200,000 onboard devices. The Company's hosted software applications facilitate AI-assisted video analytics for incident management and storage. The Company's Platform-as-a-Service (PaaS) business model is centered around the Mobile Data Collectors, which are the cornerstone of its data company transformation. www.gatekeeper-systems.com

Cautionary Note Regarding Forward-Looking Statements

This news release contains statements that constitute "forward-looking statements." Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.

Forward-looking statements in this news release include, among others, statements relating to expectations regarding the anticipated use of proceeds from the Offering, the terms of the Offering and the anticipated completion date, anticipated regulatory approvals and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others, the risk that the Offering will not be completed on the terms or timeline anticipated or at all; the Company may not obtain all required regulatory approvals for the Offering, include that of the TSX Venture Exchange; the Company may not be able to use the proceeds of the Offering as anticipated; the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect the Company's business and results of operations; and the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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.

SOURCE Gatekeeper Systems Inc.