Glance Technologies Inc. (CNSX:GET-CN.CN) (OTCQB:GLNNF) (FKT:GJT) (“Glance”, or the “Company”) today reported that dissident shareholder Penny Green has quietly circulated her intention to be appointed as “interim” Chief Executive Officer (“CEO”) if her dissident nominees are elected to the Board of Directors of Glance (the “Board”).
Glance is concerned about the potential negative impact this appointment may have on its business. Glance is also concerned about Ms. Green’s failure to properly disclose her intention. Glance believes this failure represents yet another example of Ms. Green’s disrespect for full, true and plain disclosure.
Ms. Green’s potentially divided loyalty
Among the many problems that Glance would face under Ms. Green’s leadership is the potential for divided loyalty, as Ms. Green is also President and CEO of The Yield Growth Corp. (“Yield”). a closely-held company. Ms. Green has informed Glance that she intends to take Yield public but she has not indicated which of these CEO positions will be her priority if she is CEO of both.
Glance owns 20.9 million shares of Yield, equivalent to approximately 27% of the currently issued and outstanding shares of Yield (“Glance’s Yield Shares”). Glance’s perspective is that Glance shareholders would be better served if Ms. Green is not CEO of Glance, not part time, not interim, and not in any other capacity.
The proposed dividend
If Yield becomes publicly traded, shareholders can trust the five Glance nominees (the “Glance Nominees”) to act in the best interest of Glance and its shareholders with regard to Glance’s Yield Shares. This could lead to any of the following, among other options:
— A dividend to Glance shareholders that consists of Glance’s Yield Shares in a tax efficient manner compliant with securities laws;
— A timely disposition of Glance’s Yield Shares; or
— The continued ownership Glance’s Yield Shares.
Additionally, Glance shareholders should see value reflected in Glance’s own share price if Yield has success, including if it becomes publicly traded. A similar benefit may accrue to Glance shareholders from Glance’s equity interests in several other companies that, like Yield, paid with shares for access to Glance’s technology.
In internal discussions, Glance has always considered the potential for a dividend of such equity investments to Glance shareholders, should that be in the best interest of the Company and its shareholders. This is not a new concept or a new value, and is certainly not an original idea of Ms. Green.
Some Glance shareholders appear to have misunderstood that Ms. Green, in her news release issued yesterday, was announcing a dividend of newly issued Yield shares to Glance shareholders. Instead, Ms. Green proposes to simply transfer existing shares held by Glance to Glance shareholders – which results in no substantial economic difference as the value of the Yield shares distributed to Glance shareholders would be offset by a corresponding decline in the value of Glance. The main beneficiaries of the transfer appear to be Yield and Ms. Green (as President and CEO of Yield), by making Yield a reporting issuer (assuming the transaction is structured as a plan of arrangement under British Columbia law). There may even be negative tax implications, both for Glance and for individual shareholders, as a result of the proposed dividend.
Protecting Glance’s corporate culture from Ms. Green
One of the reasons Glance terminated Ms. Green’s consulting agreement on February 20, 2018 was to protect its corporate culture. It is an inclusive and collaborative culture where everyone is free to share ideas, opinions and criticisms. It is a culture where people love to come to work each day and give their all for the benefit of Glance.
Earlier this year, all of the directors except Ms. Green came to the conclusion that Ms. Green was creating a toxic and hostile environment at Glance. Among other things:
— Ms. Green often reacted in an angry and hostile manner when asked legitimate and probing business questions.
— On one occasion, Ms. Green alleged defamation and threatened to take legal action against the Chair of the Board when he raised legitimate work questions to her in an email.
— On several occasions Ms. Green threatened to involve legal counsel if other individuals at Glance, acting in the best interests of Glance, asked legitimate business questions rather than complying with her various and changing demands.
Despite such issues, Ms. Green will be in charge as “interim” CEO if the dissident nominees are elected. But Ms. Green has not mentioned this appointment in her dissident information circular (the “Dissident Circular”) or in any news release.
Glance, however, discovered this material information buried within a presentation recently posted to Ms. Green’s proxy contest website. There, on slide six, Ms. Green admits for the first time that she “will assume the role of interim CEO” if the dissident nominees are elected.
The risk of potential departures
It is not hard for talented employees to find good jobs elsewhere in the technology sector. The hard part is to create a corporate culture that will attract and keep them. That, from Glance’s experience, Ms. Green will be unable to do.
Sadly, this year, Ms. Green’s actions as a Glance officer contributed to the loss of a key and highly valued employee. Unfortunately, the employee decided to leave before Glance had terminated Ms. Green’s consulting agreement.
Additionally, Lewisa Anciano, Glance’s Head of People and Culture, has informed the Company that she will not remain at Glance if Ms. Green’s dissident nominees are elected to the Board. Ms. Anciano, who is fervent about protecting and defending Glance’s culture and people, expects that other employees may depart as well.
Ms. Anciano is a former Vice President at Coast Capital Savings, an institution identified as having one of Canada’s most admired corporate cultures. In 2015, while still at Coast Capital Savings, she won the Professional of the Year Award from the Chartered Professionals in Human Resources. She is instrumental in helping Glance attract and keep the most talented employees.
Ms. Green likens herself to Steve Jobs
In a recent advertorial sponsored by Yield (of which Ms. Green is the CEO), Ms. Green is described as having “a Steve Jobs aura”. For anyone familiar with the credit-taking behaviour described above, it should come as no surprise that she would pay someone to frame her in that light.
But it is still a bizarre claim, given Ms. Green is a lawyer with a published connection to dubious ventures and no disclosed technology development experience. Mr. Jobs, in contrast, led Apple Inc., one of the world’s most successful technology companies. He cared passionately about the technology and the products Apple produced.
Examples such as this misguided perception are demonstrative of Ms. Green’s negative impact on Glance’s corporate culture.
Ms. Green’s disclosure deficiencies
Glance’s management information circular (the “Glance Circular”) and news releases have described the many disclosure deficiencies of Ms. Green. These disclosure deficiencies, none of which Ms. Green has even attempted to address during the proxy contest, would make her an inappropriate leader of Glance, even on an interim basis.
Here are just ten of the many issues that she has not addressed:
— John LoGiudice and cursory due diligence: Ms. Green made Mr. LoGiudice quietly vanish from her slate of dissident nominees after Glance disclosed irregularities in his resume (as published by Ms. Green). Glance discovered those irregularities through due diligence, which Ms. Green, apparently, did not conduct prior to his nomination. This should come as no surprise as Glance has repeatedly advised about Ms. Green’s due diligence shortcomings. She now plans to conduct a major acquisition every month for the rest of Glance’s fiscal year, but can shareholders rely on her to properly vet her targets?
— Ms. Green’s association with two individuals who have been disciplined by Canadian securities regulators: She gave one of them $120,000 of Glance’s cash for investor relations services, without informing Glance of his disciplinary record. The other would have received a 5% commission on a $5 million transaction that she proposed, again without informing Glance of his disciplinary record. The Board refused to proceed with the transaction in the absence of rigorous due diligence.
— Ms. Green’s failure to provide details of the corporate bankruptcies or insolvencies that involve the majority of the five dissident nominees: It would be a risky proposition for Glance to have a Board consisting of nominees with a history of corporate insolvencies, combined with Ms. Green’s established cursory due diligence, excessive spending, disclosure irregularities and proclivity for expensive stock promotion.
— Ms. Green’s selective claims about her career: Prior to Glance, Ms. Green claims that she was at the “forefront of various emerging technologies as a founder and executive” of other companies. But she does not mention the 99% and 90% share price decline, respectively, for two of those companies during her tenure. In total she served as a director for five companies before Glance and the average share price decline during her tenure was 50%. In the Dissident Circular, however, she only provides the price performance for one company – the only one that increased in value. For that company, she cites revenue in 2016 and a takeover price in 2017, without mentioning that she departed from the company in 2011.
— Ms. Green’s false claim that she fought behind the scenes for good governance: She opposed fully independent audit and compensation committees and a requirement that the Board be comprised of a substantial majority of independent directors. The minimum share ownership policy was put forward not by Ms. Green but by Glance and its incumbent directors.
— Ms. Green’s false claim that Mr. Griffin is the only member of Glance’s disclosure committee: There are three members, and Ms. Green herself was a member before the termination of her consulting agreement.
— Ms. Green’s false claim that the Board secretly approved a trading blackout policy to trap her: She attended the Board meeting when the policy was approved. She voted against it and sold shares during the next trading blackout, that Glance properly informed her of. Then she complained about the “trap” and also falsely claimed that she was “committed to purchasing shares”.
— Ms. Green’s repeated late filings of Glance trades: As Glance has disclosed, Ms. Green late-filed her Glance share trades 160 times, or 42.7% of her total trades in Glance. That represents a repeated breach of securities laws and is unfair to the shareholders of Glance.
— Ms. Green’s selling during Glance’s share buyback (the “Buyback”): She never informed the Board of her intention to do so, even though the Buyback was initiated at her behest.
— Ms. Green’s false claim to have held the same Glance ownership percentage: Her news releases on February 21, 2018 and April 10, 2018 failed to acknowledge her divestiture of 5.1% of her Glance shares between those dates.
Ms. Green has no disclosed software development experience and does not have the background to guide the development of the Glance Pay app and blockchain software technology. These deficiencies alone should alarm shareholders.
On top of these real concerns is the matter of disclosure: If Ms. Green will not provide full, true and plain disclosure about the ten issues listed above, how can shareholders trust her to lead Glance?
A follow up on Mr. and Ms. Griffin’s February letter
In the Dissident Circular, issued 79 days after Ms. Green requisitioned a meeting of shareholders, Ms. Green finally admitted to something she should have said at the outset: before Glance terminated her consulting agreement, she demanded that the Board replace Desmond Griffin as CEO and Angela Griffin as Chief Technology Officer.
Ms. Green, whose disrespect for full, true and plain disclosure has now been firmly established, did not mention this demand in any of her published materials prior to the Dissident Circular. Mr. and Ms. Griffin had no choice but to fill in what Ms. Green left out on February 21, 2018.
Here is an excerpt from Mr. and Ms. Griffin’s February 23, 2018 letter to shareholders:
“We want you, as shareholders, to have full knowledge about where we stand, and that we are absolutely firm in our stand. Should Ms. Green’s nominees be elected by the shareholders, we would immediately tender our resignations. Over the coming weeks and months, the reasons for our firm stand will become clear. Before you vote, you need to know. And then you will have to choose.”
Now it is time to choose. Glance urges shareholders, to vote only the BLUE proxy FOR the Glance Nominees to the Board. Do not let Glance and its corporate culture fall into the hands of Ms. Green as “interim” CEO.
Glance believes it is building a financial technology business that will create significant value for shareholders. Glance has made great progress despite the proxy contest and expects that the momentum will further accelerate after the Annual General Meeting, if Ms. Green is no longer a director of Glance.
Both leading independent advisors recommend the BLUE proxy
Both of the leading independent proxy advisors have recommended that shareholders vote only the BLUE proxy for the Glance Nominees. The independent recommendations, from Glass Lewis & Co., LLC and Institutional Shareholder Services Inc., were based on a careful review of the facts and arguments made by Glance and by the dissident shareholder.
Please read Glance’s proxy fight materials filed on SEDAR (www.sedar.com) and on Glance’s website at https://glance.tech/agm18/ and then vote only the BLUE proxy well in advance of the proxy voting deadline on June 8, 2018 at 2:00 p.m. (Pacific time).
Shareholders who may have voted the dissident proxy have every right to change their vote by now submitting the BLUE proxy, as it is the later dated proxy that will be counted at the meeting.
Shareholders with questions about voting their shares should contact DF King at 1-855-487-9247 (toll free) or by email at firstname.lastname@example.org. The meeting will be held at 1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, on June 12, 2018, at 2:00 p.m. (Pacific Time).
About Glance Technologies Inc.
Glance Technologies owns and operates Glance Pay, a streamlined payment system that revolutionizes how smartphone users choose where to shop, order goods and services, make payments, access digital receipts, redeem digital deals, earn great rewards & interact with merchants. Glance offers targeted in-app marketing, geo targeted digital coupons, customer feedback, in-merchant messaging and custom rewards programs. The Glance Pay mobile payment system consists of proprietary technology, which includes user apps available for free downloads in IOS (Apple) and Android formats, merchant manager apps, a large scale technology hosting environment with sophisticated anti-fraud technology and lightning fast payment processing. Glance has also recently purchased a blockchain solution and is working on a rewards-based cryptocurrency.
For more information about Glance, please go to www.glance.tech.
For more information, contact:
Investor Relations Paola Ashton
1-866-258-1249 VP Business Development
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking information or forward-looking statements (collectively “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information is typically identified by words such as: “may”, “believe”, “thinks”, “expect”, “exploring”, “expand”, “could”, “anticipate”, “intend”, “estimate”, “plan”, “pursue”, “potentially”, “projected”, “should”, “will” and similar expressions, or are those, which, by their nature, refer to future events. These forward-looking statements, which involve risks and uncertainties, relate to, among other things, the impact of Ms. Green’s dissident nominees being elected to the Board on Glance’s corporate culture, and on Glance generally, the actions of the Glance Nominees if elected to the Board with respect to Glance’s Yield Shares, and Glance generally, Ms. Green’s intention to take Yield public, the potential impact on shareholders of a proposed dividend consisting of shares of Yield, the effect of the proposed dividend on Yield, Glance’s beliefs about Ms. Green’s strategy, the ability to attract and retain new employees, the appointment of Ms. Green as “interim” CEO if the dissident nominees are elected, the development of a new version of an app that merchants can quickly download directly to their mobile devices, and the timing for that development, the acceleration of Glance’s momentum after the Annual General Meeting, that a number of Glance’s employees, including Desmond Griffin, Angela Griffin and Lewisa Anciano, may resign if Ms. Green’s dissident nominees are elected to the Board and the development of a rewards-based cryptocurrency. Although Glance considers these forward-looking statements to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among other things, risks related to Glance’s ability to integrate Glance’s proprietary technology with cryptocurrency and blockchain support, the ability to develop a new app for merchants on schedule, if at all, and the ability to hire and retain employees. Forward-looking information and forward-looking statements are in addition based on various estimates, forecasts and projects as well as expectations, beliefs and assumptions, including, without limitation, that if Ms. Green’s dissident nominees are elected to the Board there will be negative consequences for Glance, including to Glance’s corporate culture, that a number of Glance’s employees, including Desmond Griffin, Angela Griffin and Lewis Anciano, may resign if Ms. Green’s dissident nominees are elected to the Board, that Glance will be successful in developing a rewards-based cryptocurrency, that Ms. Green had, and would have, a negative impact on Glance’s corporate culture. For additional information with respect to these and other factors and assumptions underlying the forward looking statements in this press release, see the section entitled “Risk Factors” in the most recent Prospectus of Glance, which may be accessed through Glance’s profile on SEDAR at www.sedar.com. Glance cautions investors that any forward-looking information provided by Glance is not a guarantee of future results or performance, and that actual results may differ materially from those in forward-looking statements. Undue reliance should not be placed on such forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.
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