April 20, 2018 – Vancouver, B.C. – Glance Technologies Inc. (CSE: GET: CN / OTCQB: GLNNF / FKT: GJT) (“Glance” or the “Company”) today cautioned shareholders that they carefully review Penny Green’s track record and her claims about creating shareholder value.
While Ms. Green remains a director of Glance, the Company terminated her consulting agreement (whereby she provided services to Glance as President) on February 20, 2018. Subsequently, Ms. Green requisitioned a shareholders’ meeting to remove all three of Glance’s independent directors and replace them with her personally selected dissident nominees (the “Green Requisition”).
Glance intends to include a complete response in its forthcoming management information circular (the “MIC”) to communications issued by Ms. Green. Glance expects to file the MIC, including a description of Glance’s excellent progress and prospects, well in advance of the contested June 12, 2018 shareholders’ meeting. Pursuant to applicable securities laws, Glance does not intend to solicit proxies for that meeting until the MIC has been filed.
Meanwhile, shareholders should carefully consider the consequences for Glance if Ms. Green’s nominees are elected, giving Ms. Green and her nominees full control of the Board of Directors of the Company (the “Board”). As Glance will further discuss below, shareholders should make sure they are fully informed about her track record.
Has Ms. Green accurately portrayed her track record in business?
One of the most important obligations of a publicly-traded company is to deliver full, true and plain disclosure to the investing public and its shareholders. Since the filing of the Green Requisition, Glance has looked closely at Ms. Green’s disclosure about herself. Investors should ask if this disclosure by Ms. Green is full, true and plain.
For example, Ms. Green’s carefully worded biography in her February 21, 2018 news release might lead readers to conclude that she played a role in the 2016 revenue and 2017 takeover of Merus Labs International Inc. (“Merus”). According to SEDI filings, Ms. Green ceased to be a director or officer of Merus as of December 19, 2011, before Merus was consistently profitable. Investors should ask if she has evidence that she contributed to the successful events that occurred five and six years, respectively, after she ceased to be a director or officer.
Moreover, Ms. Green claims a record of “business success” in her February 21, 2018 news release, but she omits reference to many of her past ventures. According to public disclosure reviewed by Glance, Ms. Green has served as a director and officer of five publicly traded companies other than Glance. On average, the share price of these five companies declined by 50% during her tenure on these boards.
Also according to public disclosure reviewed by Glance, she has served as an officer of two publicly traded companies for which she was not also a board member. During her tenure the share prices of those two companies declined by an average of 56.5%.
For further certainty, the tables below show Ms. Green’s track record with publicly traded companies other than Glance.
Director and Officer: Five companies, average 50% decline
|Company||Position||Starting Stock Price||Ending Stock Price||Change|
|On4/Sound Revolution||Director and Chairman, CEO, CFO, Principal Accounting Officer, Secretary and Treasurer||$12.60||$0.17||-99%|
|Blink Couture||Director, President and CEO, Secretary, CFO, Treasurer, Chief Accounting Officer||$0.75||$0.10||-87%|
|Neurokine Pharmaceuticals||Director, Secretary and VP Finance||$1.65||$0.10||-94%|
|Mediatelevision.tv||Director, President and CEO||$1.35||$1.01||-25%|
|Merus Labs||Director, VP Corporate Affairs||$0.30||$0.46||53%|
Officer only: Two companies, average 56.5% decline
|Company||Position||Starting Stock Price||Ending Stock Price||Change|
|Payforview.com||VP Production and Programming||$2.00||$0.30||-85%|
|Angelaudio.com||VP Business Development||$2.13||$1.53||-28%|
Ms. Green’s claims regarding going public transactions
Between 2007 and 2011 the Vancouver Sun’s now-retired business columnist David Baines made mention of Ms. Green repeatedly (in 11 columns) in the context of going public transactions in which she (or her law firm) was involved as a filing solicitor. This coverage is notably absent from Ms. Green’s disclosure, in which she claims to be “highly sought after by media outlets.”
Ms. Green claims “extensive experience in capital markets” and supports her claim with the phrase “Notably, she has been involved in the going public transactions of over 100 companies…” Glance cautions shareholders to be careful about drawing a conclusion regarding Ms. Green’s business acumen based on the large volume she cites. In the view of Mr. Baines, some of these were “obvious sham companies” and “laughable business deals.”
Below are excerpts (emphasis added) from three of Mr. Baines’ columns mentioning Ms. Green, along with an embedded link to the full columns:
- “For the past several years [Ms. Green] has been helping promoters take their deals public on the bulletin board. Most have been extremely dubious business propositions… Asked whether she tries to assess whether her clients have any chance of commercial success, she made it clear that’s not her job. ‘My job is to advise them on the rules and regulations.’” (More to Doggie Water Biz Than What’s On the Surface, Vancouver Sun, May 12, 2007)
- “The company’s filing solicitor was Penny Green, who has provided legal services to many dubious OTC issuers, most notably K-Care Nutritional Products Ltd. K-Care purported to be marketing bottled water for dogs…” (Accounting Firm’s Clients Don’t Make Business Sense, Vancouver Sun, December 5, 2007)
- “With the help of Vancouver lawyer Penny Green, who facilitates grotty issues like this, Mantra [Venture Group Ltd.] filed a registration statement… Mantra’s President and CEO is a former investor relations specialist named Larry Kristof. Several years ago, he had the dubious distinction of being in a parked car with several associates at Bellis Fair Mall when Bellingham police accosted them and seized $30,100 in currency which they identified as drug money… The company is now insolvent.” (Former Stockbroker Leaves a Trail of Treachery, Vancouver Sun, October 4, 2008)
Questions for shareholders to ask Ms. Green
- Why did Ms. Green fail to mention she ceased to be an officer or director of Merus five and six years before the two positive events she cited?
- Is Ms. Green’s claim of “business success” reasonable in the context of her service with publicly-traded companies prior to Glance?
- Why did Ms. Green omit the Vancouver Sun’s coverage from her media history?
- Does Ms. Green’s version of her biography represent full, true and plain disclosure?
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:
David Jan Paola Ashton
Investor Relations 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 development of a rewards-based cryptocurrency, Glance’s belief in the consequences for Glance if Ms. Green and her dissident nominees gain full control of the Board, Glance’s intention to file a response to Ms. Green’s communications well in advance of June 12, 2018 shareholders’ meeting, Glance’s expectation that the MIC will include a complete response to Ms. Green’s communications, Glance’s expectation that the MIC will include a description of Glance’s excellent progress and prospects, and Glance’s intention not to solicit proxies for the June 12, 2018 shareholders’ meeting until the MIC has been filed. 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, the risk that Glance will not be able to successfully develop a rewards-based cryptocurrency, risks related to the ability of Glance to file a response to Ms. Green’s communications on schedule and the risk that Glance will fail to have excellent progress and prospects. 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 the response to Ms. Green’s communications will contain a description of Glance’s excellent progress and prospects and the timing for filing this response. 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.