Long Harbour Capital Corp.
TSX VENTURE : LHC

December 21, 2009 20:24 ET

Long Harbour Reports Proposed Merger with Gatekeeper Systems Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 21, 2009) - 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(R) and NiTRO(TM) to over 3,500 corporate and government customers. The second product line, sold under the brand Viperfish(R), 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.

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