Glance Technologies Inc. (OTCQB: GLNNF) (CSE: GET) today set the record straight with regard to a news release and proxy circular filed on May 11, 2018 by dissident Penny Green (the “Dissident Circular Materials”). The Dissident Circular Materials once again demonstrate that Ms. Green cannot be relied on for full, true and plain disclosure.
“Glance can continue to create real value for shareholders with Glance’s current management under the supervision of Glance’s five highly qualified nominees for the Board,” said Desmond Griffin, Chief Executive Officer. “We are strengthening our technology team, expanding internationally, and focusing on a tiered Software as a Service subscription monthly revenue strategy along with our strategy to generate revenue from advertising, promotions, transaction fees, license fees and our blockchain platform.”
Bankruptcies and the termination of Mr. Margaris’ advising relationship
Glance cautioned shareholders that the majority of Ms. Green’s dissident nominees have served as directors of companies that went bankrupt or became insolvent during their tenure. Moreover, none of them have disclosed experience in software development. Other than Ms. Green, none of them are shareholders.
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.
Glance also announced that it has terminated dissident nominee Spiros Margaris as a Glance advisor for a number of reasons, among them his failure to advise Glance that he was a director of a company that became insolvent during his tenure. Glance has uncovered this material fact through its own due diligence; it was not included in the Dissident Circular Materials or disclosed directly by Mr. Margaris.
Mr. Margaris has not provided advice to Glance for a number of months. It has also become evident that Mr. Margaris has close business associations with an individual who has been disciplined by Canadian securities regulators.
Glance’s nominees have excellent qualifications
Glance urges shareholders to vote for the Company’s five nominees, who have excellent qualifications and more than 50 board years of collective experience as directors of publicly traded companies. Glance’s nominees also have deep collective experience in Software as a Service (“SaaS”), Glance’s technology category.
For board renewal, Glance has nominated a new candidate, Steven Cadigan, a former VP Talent for LinkedIn Corporation. Through his long and successful career in human resources for technology companies, and his deep relationships in Silicon Valley, he brings significant value to the Board of Directors of the Company (the “Board”) that none of the dissident nominees have.
For continuity, Glance has also nominated four incumbent directors including:
- Mr. Griffin, a co-founder of Glance who originally developed the intellectual property that forms the core of Glance’s software technology. He has a track record of success at Glance and before that as the CEO of the mobile payments company PayByPhone;
- Kirk Herrington (Chair of the Board); an expert in computer software and technology business strategy;
- James Topham, a former KPMG technology audit partner; and
- Larry Timlick, with more than 25 years of sales leadership roles in the technology sector.
Unlike the dissident nominees, Glance’s nominees have not served as directors of companies that went bankrupt during their tenure.
Glance has the right strategy
Contrary to the Dissident Circular Materials, Glance has the right strategy and vision, which is to create value for shareholders by developing, as quickly and efficiently as possible, Glance’s cutting-edge software technology and related business. Glance also has the ability to enter new vertical markets and develop early-stage revenue from those vertical markets, with agreements to license its technology to third parties.
The technology, Glance Pay, has the potential to serve a large international market and Glance is convinced it will deliver significant value to shareholders. Among recent progress, Glance has:
- Strengthened its technology team with recent senior hires of employees formerly with such companies as Microsoft, Electronic Arts and Just Eat, an on-line food order and delivery service; and
- Announced signing multiple merchants in San Jose, California and has announced new office openings in London, U.K. and Melbourne, Australia, demonstrating its international commitment.
Central to Glance’s technology development is a new version of an app that allows merchants to self-provision Glance’s services on their own mobile devices, with built-in fraud-protection and loyalty rewards. Glance is targeting the launch of this new app in fiscal 2018.
Once the app is available, Glance will be able to progress to predominantly digital sales through online and tele-marketing, targeting markets in a number of geographies with minimal overhead. Glance also expects to increase the rate of signing large restaurant chains by expanding its enterprise sales team and the new set of application features that target this market segment.
Over time, Glance expects the app, combined with new features, will deliver growing and building monthly revenue from merchants through a tiered Software as a Service (“SaaS”) subscription model. This will be in addition to Glance’s ability to generate new revenue from advertising, promotions, and consumer fees for premium features. Glance is also pursuing opportunities to monetize its blockchain platform and deploy a rewards-based cryptocurrency solution that further leverages our technology.
Ms. Green wants your vote for her dissident nominees, but they have not demonstrated they have the necessary skills to deliver this software technology value. Glance believes Ms. Green will waste our limited capital on expensive stock promotion, on dubious speculative ventures that may not be thoroughly vetted, and on excessive expenses. Glance’s core technology may be an afterthought.
Setting the record straight with verifiable facts
Cursory due diligence and John LoGiudice
Ms. Green must be held to account for her cursory due diligence on her former dissident nominee John LoGiudice. Ms. Green’s cursory due diligence has emerged as one of the most important issues in this proxy fight. The nomination and withdrawal of Mr. LoGiudice represents incontrovertible evidence of Ms. Green’s shortcomings on due diligence.
The Dissident Circular Materials unfairly dismiss the rest of Glance’s directors as “risk averse” because they were concerned with due diligence. In fact, they had solid justification for questioning Ms. Green’s due diligence when, in her former role as an officer of Glance, she proposed numerous speculative deals that were not always thoroughly vetted.
From the disclosure in the Dissident Circular Materials (which include the suggestion that Ms. Green will establish a deal quota for Glance), it is clear that if the dissident nominees are elected, Glance’s shareholders can expect more of the same.
Now, in assessing Ms. Green’s due diligence capabilities, shareholders should remember how she extolled the supposed virtues of Mr. LoGiudice in her news release of February 21, 2018 and on her dissident website when launched on April 10, 2018. Compare that with her stony silence after Glance disclosed irregularities in the information disclosed in those materials, as published by Ms. Green.
In the Dissident Circular Materials, she claims to have “carefully selected” her nominees. Did she carefully select Mr. LoGiudice when he was part of her initial proposal?
The evidence is verifiable. If Ms. Green cannot correctly assess her own dissident nominees, how can shareholders trust her to correctly assess anything?
Ms. Green’s repeated late filings of her Glance trades
The Dissident Circular Materials do not address Ms. Green’s late filings of approximately 160 trades of Glance shares (“Shares”) ($1.8 million of transactions), representing 42.7% of her approximately 370 trades of Shares filed on www.sedi.com (“SEDI”), a website where insiders of Canadian public companies must disclose their trading history. These late filings, pointed out by Glance, are objectively verifiable by reviewing Ms. Green’s filings on SEDI.
These late filings represent a blatant disregard for compliance with securities laws. Moreover, the late filings are unfair to shareholders, who cannot react to Ms. Green’s trading in a timely fashion.
Ms. Green’s inaccurate disclosure of her share ownership
The Dissident Circular Materials do not address Ms. Green’s inaccurate disclosure of her Share ownership in a news release on April 10, 2018. She claimed to hold the same percentage ownership of Shares on that date as in her news release on February 21, 2018, even though she had divested 5.1% of her Shares.
Neither has she addressed:
- the contradiction of having proclaimed herself a buyer of Shares in her February 21, 2018 news release, without mentioning SEDI filings that showed she had just sold 212,000 Shares; and
- her sales into a Share buyback, without having informed Glance of her intention to do so, and when the Share buyback was initiated at her behest.
Neither has she accurately addressed her sales of Shares during a Company blackout (of which Glance provides further comment later in this news release).
If Ms. Green will not provide full, true and plain disclosure about something as fundamental as her changes in Glance ownership, how can shareholders trust anything she says?
Ms. Green’s less than frank career disclosure
The Dissident Circular Materials accuse Glance of cherry-picking its description of Ms. Green’s mediocre career, but in fact the cherry-picker is Ms. Green.
- She cherry-picks by placing herself “at the forefront of various emerging technologies as a founder and executive in online music and streaming video companies.” But she omits:
- the 99% stock price decline during her tenure with one of those companies, On4/Sound Revolution, and
- the 90% stock price decline during her tenure with another company, Payforview.com.
- She cherry-picks the stock price increase during her tenure at Merus Labs Inc. (“Merus”), a gain acknowledged in Glance’s Management Information Circular dated May 1, 2018 (the “Glance Circular”). But she omits:
- the stock price declines during her tenure at all four of the other publicly traded companies where she served as a director prior to Glance, and
- the average stock price decline of 50% for all five (including Merus).
- She cherry-picks the revenue of Merus in 2016 and its takeover price in 2017. But she omits:
- her departure from Merus in 2011, five and six years before those events.
Further, Ms. Green now asserts that the Vancouver Sun’s former business columnist David Baines was inaccurate for questioning her involvement with certain potentially dubious business ventures in 11 columns between 2007 and 2011. Yet Ms. Green offers no evidence that Mr. Baines retracted his criticisms.
The Dissident Circular Materials do not address Glance’s criticism of her close, current association with not just one but two individuals who have been disciplined by Canadian securities regulators.
If Ms. Green will not provide full, true and plain disclosure “to the market” about herself, how can shareholders trust her to do so for Glance?
Ms. Green’s allegation that Glance “made selective disclosures”
The Dissident Circular Materials wrongly accuses Glance of using selective disclosure “to the market” to discredit her. This accusation is incorrect, for two reasons:
- Glance is providing shareholders with information regarding Ms. Green and her nominees that Glance considers material to making an informed decision as to how to vote at the upcoming shareholder meeting, not relying on Ms. Green to do so given her track record regarding disclosure; and
- In pointing out the facts, Glance has never used selective disclosure (which means providing information to a few individuals rather than broadly disclosing information to the general public). As Glance shareholders are well aware, Glance’s disclosure about Ms. Green has been provided to all in a news release dated May 1, 2018 and the Glance Circular.
Other matters: why you should not believe Ms. Green
Misinformation appears to permeate the Dissident Circular Materials. Glance continues to review these materials in detail but meanwhile provides the following preliminary responses to her inaccurate assertions.
On Glance’s share price
|Ms. Green’s misinformation||Glance’s commentary|
|The Share price dropped because Glance terminated, on February 20, 2018, Ms. Green’s consulting agreement to serve as President and COO||Not credible. The termination of Ms. Green’s consulting agreement with Glance was a positive step for Glance. No single factor caused the price drop since then, but clearly Ms. Green’s shareholder meeting requisition contributed uncertainty and her personal divestiture of more than 1.3 million Shares since February 2018 contributed selling pressure. Glance has heard from a multitude of investors who say they will not invest in Glance until they are certain Ms. Green’s dissident nominees are not elected.
Ms. Green issued the Dissident Circular Materials a full month after April 12, 2018, the end date Ms. Green selected for her peer comparison. She provides no logical explanation for picking the April 12, 2018 end date. This date happens to coincide with a closing Share price on the CSE of $0.44, nearly the lowest price since Ms. Green delivered her shareholders’ meeting requisition on February 20, 2018. Ms. Green could have selected an end date just one week later, for example, when the Share price was $0.69. But Glance assumes that would not have delivered the peer comparison she wanted.
|Ms. Green made the Share price go up to the peak (almost singlehandedly)||Not credible. Once again, no single factor can be attributed to Share price changes. Glance has no control over external factors that affect the Share price, and internally, Glance operates as a team. That said, it is certain that Glance’s technology (being developed under the guidance of Mr. Griffin as CEO and Ms. Griffin as CTO) was a significant contributing factor.|
|“Ms. Green oversaw the expenditure of $2.4 million [in investor relations] to bring the Company to a greater than $450 million market capitalization in six months”||Not credible. Ms. Green was a primary driver for $2.5 million in spending on corporate communications and investor media during her last fiscal quarter as an officer of Glance. This was a disproportionately high amount that represented 48% of all of Glance’s cash expenditure for the three months ended February 28, 2018.
During the same quarter, Glance’s Share price fell by 67% from December 1, 2018 to February 20, 2018 (when Glance terminated Ms. Green’s consulting agreement) and 80% by the end of the fiscal quarter, eight days later. The decline occurred despite Ms. Green’s investor relations spending, two licensing deals, several other transactions, and, at Ms. Green’s behest, a Share buyback that cost an additional $0.4 million during the quarter.
Clearly deals and stock promotion were not the sole factors that delivered the November market capitalization and Share price peak that Ms. Green references. She ignores other factors, such as the general surges in share prices of cryptocurrency companies and a possible short squeeze (traders forced to buy in order to cover big short positions) of Shares.
Tellingly, Ms. Green is silent about her last fiscal quarter as an officer of Glance, and the accompanying Share price decline.
On Glance’s team
|Ms. Green’s misinformation||Glance’s commentary|
|Ms. Green made Glance prosper almost singlehandedly (and while working part time)||Not credible. Glance’s progress has always been a team effort. Unfortunately, too often Ms. Green was seen as counterproductive to the team. Shareholders should not accept at face value her three-page, 40-point table of “deals” (which table includes such “deals” as announcements of Glance’s quarterly results).
When Ms. Green’s table apportions Glance’s progress to Ms. Green (or occasionally to former VP of Investor Relations Christina Rao), it overlooks the key team contributors. The only actual value of the table for shareholders is in its illustration of Ms. Green’s attention-seeking, credit-taking behaviour, which severely damaged the working environment at Glance.
|Ms. Green has worked to “further develop our technologies”||Not true. Ms. Green did not develop Glance’s technology and has not demonstrated the background and training to do so.|
|“The catalyst for long-term sustainable value creation has been removed” with the termination of Ms. Green||Not true. The catalyst for long-term growth at Glance is its technology, which has been developed under the guidance of Mr. and Ms. Griffin. If the dissident nominees are elected, Glance’s technology will be jeopardized as Mr. and Ms. Griffin, at minimum, will not be there to provide guidance.|
|“In January 2018 I encouraged my fellow directors to remove Mr. Griffin and [Ms]. Griffin”||That’s actually true, but Ms. Green only publicly disclosed it on May 11, 2018, 79 days after she filed her initial shareholder requisition and related news release. This was a material omission from her original filing. As a result, Mr. and Ms. Griffin were obliged to issue their own public statement on February 23, 2018 so shareholders would know that they had to choose either the Griffins or Ms. Green.|
|Ms. Green’s silence about her ambition to be Glance’s CEO||Material Omission. Before Glance terminated her consulting agreement, she told the Board that she would take legal action if she was not appointed CEO.|
|“I [Ms. Green] urged Mr. Griffin to adopt and build … Glance Coin”||Not true. Ms. Green makes it sound like Glance Coin was her initiative. In fact, Mr. and Ms. Griffin jointly developed the idea and plan for a rewards-based cryptocurrency that Glance is currently developing.|
|Mr. Griffin doesn’t have any capital raising experience or ability to close deals||Not true. Mr. Griffin was the primary Glance spokesperson during the main financings for which Ms. Green attempts to take full credit. Mr. Griffin has closed deals for Glance and others. He is a strong negotiator and he won’t accept unfavourable terms just for the sake of a fast closing.|
|“Questions raised about Mr. and [Ms.] Griffin trading securities ahead of a bought deal”||Not true. Mr. and Ms. Griffin acted appropriately at all times with regard to their Share trades based on the knowledge they had at the times of such trades. This red herring should not distract shareholders from Ms. Green’s real disclosure failings with regard to her own Share ownership.|
On Glance’s governance
|Ms. Green’s misinformation||Glance’s commentary|
|“The Board passed a blackout policy in secret in a supposed attempt to trap Ms. Green”||Not true. Board minutes show that Ms. Green actually attended the Board meeting when the policy was approved. She voted against the policy, which requires, among other things, directors to refrain from trading for 21 days prior to financial disclosure and two days afterwards.|
|Glance “put a trading blackout in place without properly informing me – knowing I was committed to purchasing Shares”||Not true. During the trading blackout Ms. Green demonstrated no commitment to purchasing Shares in the open market. To the contrary she sold 265,430 Shares for $229,705.
And, as discussed immediately above, Ms. Green attended the Board meeting when the blackout policy was passed. Glance sent Ms. Green notice of the imposition of the blackout in question.
|Ms. Green “has fought behind the scenes for transparency and good corporate governance”||Not true. The minimum Share ownership policy was put forward not by Ms. Green but by Glance and its incumbent directors, and not begrudgingly. Rather it was Ms. Green voted against the adoption of best corporate governance practices of:
|Mr. Griffin is “the only member of the board’s Disclosure Committee”||Not true. The Disclosure Committee is a Management Committee, not a Board Committee, representing a recognized best practice. Glance’s Disclosure Committee consists of Laura Burke as CFO, Jonathan Hoyles as In-House Counsel and Mr. Griffin as CEO. Prior to the termination of her consulting agreement, Ms. Green was a member of the Disclosure Committee.|
|Glance announced Ms. Green’s termination without proper board approval||Not true. The termination was material and timely disclosure was necessary. Moreover, there was no legal requirement for a Board meeting to terminate Ms. Green’s consulting agreement with Glance, though all other directors noted they were in favour of such termination.|
|“Ms. Green tried to work constructively with her colleagues on the board”||Not true. Ms. Green often reacted in an angry and hostile manner when asked legitimate and probing business questions. On one occasion, she alleged defamation and threatened to take legal action against the Chair of the Board when he raised legitimate work questions to Ms. Green in an email.|
|Current directors told me [Ms. Green] they would not receive further deal proposals from me||Not true. The Board was willing to receive Ms. Green’s proposals but only after she had thoroughly vetted them and management approved them. She refused to comply.|
|“Citing a lack of time to conduct the appropriate due diligence” Glance’s board rejected Penny’s deals||Not true. See above. The issue was not a lack of time but rather concern regarding the best interests of Glance in pursuing certain transactions proposed by Ms. Green where there were restrictions on the ability to conduct more than Ms. Green’s cursory due diligence. The onus was on Ms. Green, not the Board, to deliver appropriate initial due diligence when suggesting proposed transactions. She failed, just like she failed to vet Mr. LoGiudice.|
On Glance’s progress
|Ms. Green’s misinformation||Glance’s commentary|
|Glance has failed to progress technologically||Not True. As an officer, Ms. Green was perceived to slow development by increasing the demands on the technology team without input from that team. Since Ms. Green’s departure, Glance has gained significant momentum. Ms. Green cannot accurately assess this momentum because she and her dissident nominees have no background in computer software. If the dissident nominees are elected, Glance’s production momentum will be significantly hampered if not lost.
Contrary to Ms. Green’s expectations, quality technology requires time and effort. The more complex the product, the more effort it needs. Glance would rather ensure a strong product than launch something quickly but of subpar quality.
|The current management at Glance has no idea about how to generate recurring revenues||Not True. Glance anticipates that recurring revenue from merchants will begin to grow as Glance transforms its business to SaaS from direct sales. Key to this transformation is a new downloadable Merchant App scheduled for release in the second half of fiscal 2018. The current Glance team is also highly experienced in negotiating technology licensing agreements with appropriate terms and conditions.|
|Ms. Green “brought in experts to further develop, enhance, and improve our Glance Pay technology and user experience.”||Not true. Ms. Green and her “experts” did not appear to understand what is involved in building an app and changing the functionality. Neither did she understand project management or the process behind product design. She demanded changes that were technologically impractical and then claimed the team was failing by not accommodating her.|
|A lawsuit by Mr. Griffin’s former employer hurt Glance||Not true. The referenced lawsuit was dismissed just 18 days after its filing without costs to any of the parties. The dismissal states that it is “of the same force and effect as if judgment dismissing the action against the defendant [Mr. Griffin] had been pronounced after trial of this action on its merits.”
Moreover, in Glance’s early days Mr. Griffin informed Ms. Green that he was working part time for the other party. The referenced non-compete has expired and in any event has not harmed Glance. The lawsuit was fully disclosed in Glance’s prospectus dated August 3, 2016, used for its initial public offering.
|Glance will be out of cash mid-October.||Not True. Since the termination of Ms. Green’s consulting agreement, Glance has been working hard to extend its runway by refocusing its spending priorities. As reported on April 30, 2018, Glance had nearly $13.4 million in cash and no long-term debt at the end of the first quarter of fiscal 2018 on February 28, 2018.|
|“To complete Glance Coin, management needs to step aside”||Not True. Given the intense regulator scrutiny of blockchain and cryptocurrencies, Glance is being very thorough in working with legal resources and securities regulators to ensure everything is done in accordance with best practices and applicable securities laws. The Glance Coin whitepaper is progressing well. Glance has taken the proper time, with the help of key advisors, to deliver real value. Blockchain, a new technology, is undergoing intense legal review and requires careful consideration. It cannot be delivered overnight.|
|Glance has not closed the Fobi transaction||That is actually true, as the long form licensing agreements are still being negotiated. Proxy fight notwithstanding, it is not in Glance’s interest to negotiate the transaction in public. Ms. Green, who is still a director, should be aware of that.|
On Ms. Green’s plans
|Ms. Green’s misinformation||Glance’s commentary|
|Engage the media||Not credible. Ms. Green has no proven ability to achieve significant and favourable earned news media coverage. Judging from her strategy as a Glance officer, Glance expects her to spend hundreds of thousands of dollars every quarter on investor relations advertising with dubious value, draining Glance’s treasury and diverting funds from more important priorities, like software development, brand development, product marketing and sales support.|
|Build a robust IR strategy||Not credible. See the comments in the table above on Glance’s Share price.|
|Implement an aggressive acquisition strategy||Not credible. As an officer of Glance, her proposed deals involved dubious speculative ventures, coupled with cursory due diligence. Glance believes this approach would destroy shareholder value rather than increase it.|
|Execute on “a number of new revenue generating licensing opportunities”||Not credible. Licensing is part of Glance’s current strategy. Licensing deals, on advantageous terms for Glance, are more likely if Glance’s nominees are elected, due to their experience with the underlying technology. However, while the licensing model can deliver short term revenue, it is not a substitute for Glance’s long-term strategy of developing recurring revenue from merchants with a SaaS subscription model under the guidance of Mr. and Ms. Griffin.|
|Build the right team||Not credible. Independent proxy advisors expect a dissident to name a new management team when seeking control of a board. Shareholders should expect the same. Ms. Green has not named the executives who would lead Glance if the dissident nominees are elected, only threatened the employment of all of management. Without naming a new management team, it is impossible to give any weight to Ms. Green’s plan.|
Vote the BLUE Proxy for Glance’s Nominees
Glance urges shareholders to read its 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 FOR Glance’s five nominees.
If Ms. Green’s dissident nominees are elected, we expect Mr. Griffin to resign as CEO and his wife, Angela Griffin to resign as Chief Technology Officer, at minimum. Without their experienced leadership there can be no assurance that the development of our unique software will progress.
The choice is clear. Don’t put your faith in Ms. Green’s cursory due diligence and expensive stock promotion. Protect your investment.
Vote only the BLUE form of proxy well in advance of the proxy voting deadline on June 8, 2018 at 2:00 p.m. (Pacific time).
Shareholders with questions about voting their Shares should contact DF King at 1-855-487-9247 (toll free) or by email at email@example.com. 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).
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