Long Harbour Capital Corp. ("Long Harbour") (TSX VENTURE: LHC) is
pleased to announce that it has entered into a letter of intent
dated December 11, 2009 (the "LOI") regarding its proposed merger
with Gatekeeper Systems Inc. ("GSI"), a company incorporated under
the laws of British Columbia. GSI is a technology company focused
on developing best in class mobile video surveillance products and
total solutions aimed at creating safer and more secure
environments resulting in reduced liabilities. This arm's length
transaction will constitute a reverse takeover of Long Harbour.
Upon the completion of the merger, the resulting issuer will be
involved in the mobile surveillance and security markets.
Pursuant to the LOI, Long Harbour will issue 2.358 common shares
of Long Harbour for each GSI share held, following which GSI
shareholders will hold 54,285,714 common shares of Long Harbour
representing approximately 85% of its issued and outstanding
shares. However, 4,955,491 of the Long Harbour shares issued in
exchange for the GSI shares will be placed in escrow and released
to such shareholders if the gross revenues of GSI for the 12 months
ending December 31, 2010 meet or exceed certain revenue targets;
otherwise such shares will be cancelled. The major shareholders of
GSI are Douglas Dyment, of Abbotsford, British Columbia, the Dyment
Family Trust, and the British Columbia Discovery Fund, a venture
capital investment fund formed in British Columbia.
GSI, a private company formed in 1997 and located in Abbotsford,
British Columbia, specializes in the design, manufacturing and
marketing of total digital surveillance systems for mobile and
extreme environment applications. GSI currently has two product
lines. To date, GSI's core business in the school bus market has
supplied video surveillance systems throughout North America under
the brands Gatekeeper® and NiTRO(TM) to over 3,500 corporate and
government customers. The second product line, sold under the brand
Viperfish®, focuses on more rugged and higher specification
environments, providing mobile video systems to customers such as
United States Air Force, Boeing Aerospace, and the oil and gas
industry. GSI's particular area of competence, and where it has
built its reputation, is in all-encompassing digital, high
resolution mobile video surveillance solutions required for rugged
and higher specification environments. GSI's product designs are
compatible with corporate and government customers' existing and
evolving systems, allowing them to integrate vehicle video
surveillance with building security.
Fuelled by heightened awareness of security, safety, vandalism
and liability, the video surveillance industry has evolved into a
large market, growing steadily even through the recent economic
recession. According to a Frost & Sullivan 2009 report, the
worldwide market for mobile video surveillance will almost double
to $1.6 billion by 2015 - with the school bus, transit bus and law
enforcement segments, and their associated high specification
requirements, expected to drive this growth. With its considerable
existing base in the school bus market and planned introduction of
innovative new products, GSI is well positioned to capture a
significant portion of this surveillance product market.
Based on GSI's audited financial statements, GSI's revenues for
the year ended August 31, 2009 were $6,756,645 as compared to
$4,953,489 for the year ended August 31, 2008. For the year ended
August 31, 2009, GSI's net loss was $427,100 compared to net income
of $20,912 for the same period in 2008.
The LOI will be superseded by a definitive agreement to be
negotiated between the parties. Completion of the merger is subject
to certain conditions, including receipt of approval from Long
Harbour's shareholders and GSI's shareholders and the TSX Venture
Exchange, the election/appointment of new board members of Long
Harbour, the satisfactory completion by each party of their
respective due diligence investigations, and such other closing
conditions as may be specified in the definitive agreement.
The LOI provides that upon completion of the merger, Long
Harbour's board of directors will consist of five directors, of
which two directors will be nominees of GSI, two directors will be
nominees of Long Harbour and one director will be an independent
appointee mutually agreed to by the parties. The officers of Long
Harbour and GSI upon the completion of the merger will include:
Douglas Dyment - Chief Operating Officer of Long Harbour; Chief
Executive Officer of GSI
Leanne Hudson - Secretary of Long Harbour; Director of Finance
& Administration of GSI
John McEwen - Chairman of the board of directors of Long Harbour
and GSI
Their backgrounds are as follows:
Douglas Dyment
Douglas Dyment founded GSI and is its president, chief executive
officer and majority shareholder. Previously, Mr. Dyment developed
and sold a video surveillance product to Silent Witness Enterprises
Ltd., a small start up public company trading on the TSX Venture
Exchange in Vancouver, British Columbia. Doug joined the company
and assembled key team members which led Silent Witness into the
global security market. Doug's impact on that organization resulted
in the successful launch of the North American Mobile Video
Division where Silent Witness quickly rose to #1 in the market
space. In addition Doug was a key player on the business
development team responsible for expansion of its security cameras
through OEM's with large multi nationals and security distributors.
During Doug's tenure revenue grew to approximately $12 million
laying the foundation for subsequent revenue growth. Silent Witness
was eventually purchased by Honeywell International, for $87
million, and was integrated into the Honeywell Video Systems
Division.
Leanne Hudson
Leanne Hudson is GSI's Director of Finance and Administration.
She has been with GSI for over 7 years with responsibility for all
finance and MIS related functions. Ms. Hudson has comprehensive
management experience in planning, financial management, corporate
fiscal budgeting and control, integrating and deploying
administrative initiatives, and policy system wide. Ms. Hudson
attended the Open University and the UBC Faculty of Commerce.
John McEwen
John McEwen is a co-founder of Discovery Capital, and a Director
of the BC Discovery Fund (VCC) Inc. He has worked with nearly 200
technology companies, and serves on several boards of directors. He
spearheaded corporate finance initiatives for companies such as
Sierra Wireless Inc. and Circon Systems Corp., accelerating their
development by attracting key corporate and additional venture
capital backing. Mr. McEwen was formerly the Operations Chair of
the Vancouver Enterprise Forum. Prior to co-founding Discovery
Capital, he worked with IBM Canada Ltd. He holds a B.Comm from
U.B.C.
All information contained in this press release with respect to
GSI, Douglas Dyment, Leanne Hudson and John McEwen was supplied by
management of GSI.
On closing success fees of $90,000 and 300,000 warrants will be
payable and issuable to parties that assisted with the proposed
transaction and it is expected that options to purchase 4,450,000
shares of Long Harbour will be granted to GSI personnel.
A sponsoring firm has not yet been appointed.
Completion of the merger is subject to a number of conditions,
including but not limited to TSX Venture Exchange acceptance. Where
applicable, the merger cannot close until any required shareholder
approvals are obtained. There can be no assurance that the merger
will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the merger, any information released or received
with respect to the merger may not be accurate or complete and
should not be relied upon. Trading in the securities of Long
Harbour should be considered highly speculative. The TSX Venture
Exchange has in no way passed upon the merits of the merger and has
neither approved nor disapproved the contents of this press
release.
Trading of the common shares of Long Harbour has been halted in
connection with the dissemination of this press release, and will
recommence at such time as the TSX Venture Exchange may determine,
having regard to the completion of certain requirements pursuant to
TSX Venture Exchange Policy 2.4.
On Behalf of the Board
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS ABOUT
LONG HARBOUR CAPITAL CORPORATION AND GATEKEEPER SYSTEMS INC.,
(COLLECTIVELY REFERRED TO AS THE "RESULTING ISSUER") THEIR
RESPECTIVE BUSINESSES AND FUTURE PLANS, INCLUDING THE PROPOSED
MERGER, AND RESULTING BUSINESS. FORWARD-LOOKING STATEMENTS ARE
STATEMENTS THAT ARE NOT HISTORICAL FACTS AND INCLUDE THE NATURE OF
THE REVERSE TAKEOVER TRANSACTION. THE FORWARD-LOOKING STATEMENTS IN
THIS PRESS RELEASE ARE SUBJECT TO VARIOUS RISKS, UNCERTAINTIES AND
OTHER FACTORS THAT COULD CAUSE THE RESULTING ISSUER'S ACTUAL
RESULTS OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED
IN OR IMPLIED BY FORWARD-LOOKING STATEMENTS. THESE RISKS,
UNCERTAINTIES AND OTHER FACTORS INCLUDE, WITHOUT LIMITATION,
UNCERTAINTY AS TO RESULTING ISSUER'S ABILITY TO ACHIEVE THE GOALS
AND SATISFY THE ASSUMPTIONS OF MANAGEMENT; UNCERTAINTIES AS TO THE
AVAILABILITY AND COST OF FINANCING; UNCERTAINTY AS TO THE DEMAND
FOR THE RESULTING ISSUER'S PRODUCTS AND THE RESULTING ISSUER'S
ABILITY TO MEET SUCH DEMAND; GENERAL ECONOMIC FACTORS AND OTHER
FACTORS THAT MAY BE BEYOND THE CONTROL OF THE PARTIES.
FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS, OPINIONS AND
EXPECTATIONS OF THE MANAGEMENT OF LONG HARBOUR CAPITAL CORPORATION
AND GATEKEEPER SYSTEMS INC., AT THE TIME THEY ARE MADE, AND LONG
HARBOUR CAPITAL CORPORATION DOES NOT ASSUME ANY OBLIGATION TO
UPDATE ITS FORWARD-LOOKING STATEMENTS IF THOSE BELIEFS, OPINIONS OR
EXPECTATIONS, OR OTHER CIRCUMSTANCES, 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 NEWS RELEASE.
Contacts: Long Harbour Capital Corp. Geoff Lee Director &
CFO 604 602 9222 glee.bmc@gmail.com
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