Gatekeeper Announces Closing of Its $13.5 Million Bought Deal Private Placement, Including Full Exercise of Over-Allotment Option

Rhea-AI Summary

Gatekeeper (OTC: GKPRF) closed a brokered private placement on November 13, 2025, issuing 6,427,476 common shares at $2.10 per share for gross proceeds of $13,497,699.60. The Co-Lead Underwriters fully exercised an over-allotment option for 1,627,476 shares. Net proceeds will fund growth opportunities, working capital for recently awarded major contracts, and general corporate purposes.

The company paid a 6.0% cash commission of $809,862. The offering was completed under Canadian prospectus exemptions and remains subject to final TSX Venture Exchange approval; the shares are not registered for sale in the United States.

Positive

• Gross proceeds of $13,497,699.60 raised
• Issued 6,427,476 common shares, including 1,627,476 overallotment shares
• Net proceeds earmarked for growth and working capital for recently awarded contracts

Negative

• Underwriting cash commission of $809,862 (6.0% of proceeds)
• Offering remains subject to final TSXV approval
• Securities not registered in the U.S., limiting U.S. resale and liquidity

Abbotsford, British Columbia--(Newsfile Corp. - November 13, 2025) - Gatekeeper Systems Inc. (TSXV: GSI) (OTC Pink: GKPRF) ("Gatekeeper" or the "Company"), a leader in video and data solutions for school buses, public transit and smart cities, is pleased to announce the closing of its previously announced brokered private placement. Canaccord Genuity Corp. and Raymond James Ltd. acted as co-lead underwriters and joint bookrunners (together, the "Co-Lead Underwriters"), in connection with the private placement, pursuant to which the Company issued an aggregate of 6,427,476 common shares of the Company, including 1,627,476 common shares sold pursuant to the exercise in full by the Co-Lead Underwriters of their over-allotment option, (the "Offered Shares") at a price of $2.10 per Offered Share for aggregate gross proceeds of $13,497,699.60 (the "Offering").

The Offering was 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, and (ii) 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 to pursue growth opportunities, fund working capital for recently awarded major contracts and for general corporate purposes, as described in the offering document related to the Offering. The Offering remains subject to the final approval of the TSX Venture Exchange.

In connection with the Offering, the Company paid the Underwriters a cash commission of $809,862, equal to 6.0% of the gross proceeds raised under the Offering.

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 65,000 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

Contact Information:

Douglas Dyment
President & CEO
ddyment@gatekeeper-systems.com
(604) 864-6187

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, 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/274335

FAQ

What did Gatekeeper (GKPRF) announce on November 13, 2025?

Gatekeeper closed a brokered private placement issuing 6,427,476 shares at $2.10 for gross proceeds of $13,497,699.60.

How many shares were issued in Gatekeeper's November 13, 2025 private placement (GKPRF)?

An aggregate of 6,427,476 common shares were issued, including 1,627,476 from the full exercise of the over-allotment option.

What will Gatekeeper (GKPRF) use the proceeds for?

Net proceeds will be used to pursue growth opportunities, fund working capital for recently awarded major contracts, and for general corporate purposes.

How much did Gatekeeper pay in underwriting fees for the GKPRF offering?

The company paid a cash commission of $809,862, equal to 6.0% of the gross proceeds.

Is Gatekeeper's (GKPRF) new issuance available for sale in the United States?

No; the securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States except in compliance with U.S. registration requirements or exemptions.