Mr. Douglas Dyment reports

GATEKEEPER ANNOUNCES $10 MILLION BOUGHT DEAL PRIVATE PLACEMENT

Gatekeeper Systems Inc. has entered into an agreement with Canaccord Genuity Corp. and Raymond James Ltd. as co-lead underwriters, pursuant to which the company has launched a bought deal private placement of 4.8 million common shares of the company at a price of $2.10 per offered share for aggregate gross proceeds of $10.08-million.

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 U.S. Securities Act of 1933, as amended; and (iii) in such other jurisdictions other than Canada and the United States 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.

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 net proceeds of the sale of the offered shares will be used to pursue growth opportunities, finance working capital for recently awarded major contracts and for general corporate purposes as described in the offering document.

The company has agreed to pay the co-lead 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 co-lead underwriters an option to purchase for resale up to an additional 1,627,476 offered shares, representing approximately 34 per cent of the aggregate number 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 Nov. 13, 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 65,000 mobile data collectors for customers which record video and data daily from over 200,000 on-board devices. The company's hosted software applications facilitate artificial-intelligence-assisted video analytics for incident management and storage. The company's platform-as-a-service business model is centred around the mobile data collectors, which are the cornerstone of its data company transformation.

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