Mr. Douglas Dyment reports

GATEKEEPER ANNOUNCES $10 MILLION BOUGHT DEAL PRIVATE PLACEMENT

Gatekeeper Systems Inc. has entered into an agreement with Canaccord Genuity Corp., as lead underwriter and sole bookrunner, and a syndicate of underwriters to be formed, pursuant to which the company has launched a bought deal private placement of 8,335,000 common shares of the company at a price of $1.20 per offered share for aggregate gross proceeds of $10,002,000.

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, 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, continuing 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 that can be accessed under the company's profile on SEDAR+ and on the company's website. 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 per cent 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 per cent 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.

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 (artificial intelligence) video analytics for incident management and storage. The company's platform-as-a-service (PaaS) business model is centred around the mobile data collectors, which are the cornerstone of its data company transformation.

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