VANCOUVER, British Columbia--(BUSINESS WIRE)--Penny Green, Co-founder, Director, and largest shareholder of Glance Technologies Inc. (“Glance” or the “Company”) (CSE:GET.CN) (CSE:GET.WT) (OTCQB:GLNNF) (FKT:GJT), controlling 11.17%, today filed and mailed a proxy circular in advance of the Company’s Annual General Meeting to be held on June 12, 2018.
In conjunction with the proxy filing, Ms. Green is mailing a letter to shareholders in support of her slate of highly-qualified director nominees and their five-point plan to take Glance global. The proposed nominees include Penny Green, William Davis, Jonathan Fry, Monique Imbeault, and Spiros Margaris.
The letter addresses shareholders’ mounting concerns about Glance’s current board of directors and their obstructionist behavior that has led to an incredible decline in share value in recent months. Specifically, the letter spotlights:
- The board’s inaction and inability to execute on accretive opportunities
- Questions about Director and CEO Desmond Griffin exercising options and selling shares ahead of a bought deal
- A lack of vision and revenue strategy for Glance by Mr. Griffin
- A civil claim against Mr. Griffin, launched by Buyatab, Mr. Griffin’s former employer that resulted in Glance being banned from entering a key vertical
Shareholders are encouraged to review the proxy materials and vote the GREEN proxy form or GREEN voting instruction form FOR Ms. Green’s director nominees.
Don’t wait, voting is fast and easy – please vote well in advance of the proxy voting deadline of Friday, June 8, 2018 at 10:00 a.m. (Pacific Time). If you have questions or need help voting, contact Kingsdale Advisors at 1-866-581-1513 or at email@example.com.
Shareholders can view the proxy material and accompanying letter filed on SEDAR under Glance’s profile, or visit Ms. Green’s website at www.glanceforward.com.
A full copy of the letter to shareholders is set out below:
Dear Fellow Shareholder,
I co-founded Glance Technologies Inc. in 2014 with a plan to grow the company into a global leader in the fintech industry. Unfortunately, the current board has strayed from that plan and your share price has plummeted as a result.
If you invested $100 in Glance’s initial public offering, and if you exercised your warrants purchased under the offering, you would have earned a total shareholder return of $865.70 through to when the current board terminated me – that’s an increase of more than 865%!
Conversely, if you invested $100 just before I was fired, the current board has turned that into just $41.90 through to April 12, 2018 – that’s a loss of almost 60%!
Clearly the current board is taking Glance backward. It’s time for a change. I believe together we can take Glance Forward.
This is an exciting time to be involved in the fintech industry – and specifically in the blockchain and mobile payments space. The industry is growing at a rapid pace and investors are actively seeking out innovative, growth-oriented global companies with capable management teams. I still believe that Glance can be that global leader that I once envisioned. That’s why I’ve invested close to $1.9 million of my own money into purchasing Glance stock since our IPO (most recently $540,000 at $3/unit in December 2017) and am Glance’s largest shareholder controlling 11.17%.
Unfortunately, over the past several months, it has become evident to me — and to many other of our fellow shareholders — that our current board doesn’t have the ability, the contacts, the experience, or the desire to take Glance to the next level; to take Glance global. That’s why I’m asking for your support to refresh our board with an experienced and qualified team that can increase value.
You have a clear choice before you: The status-quo has resulted in an erosion of Glance’s share price that we’re all disappointed by. Glance shareholders deserve better oversight of their investment. Only I and my refreshed board of directors are aligned with your interests and have a real plan to get Glance back on track and create long-term value for all shareholders.
It’s time for change at Glance
As a Co-Founder, COO, President and director, I tried to work constructively with my colleagues on the board – Desmond Griffin, Larry Timlick, Kirk Herrington, and James Topham – to take Glance forward. Specifically:
- I urged the board to move aggressively to capitalize on opportunities to grow Glance through acquisitions, alliances, strategic partnerships and new business development. Our out-of-touch, risk averse board refused, citing a lack of time to conduct the appropriate due diligence.
- I advised the board that it was time to upgrade our CEO, CFO and CTO because they didn’t have the experience to properly run the company once it grew from a market capitalization of less than $10 million to over $450 million in one year and pivoted into blockchain. The board did not believe in the company and, rather than continue to build the business operations, they let the market capitalization of the company drop back down to $60 million.
- I brought in experts to further develop, enhance, and improve our Glance Pay technology and user experience. The experts were not utilized by the current management team and, as a result, there has been no significant adoption of the Glance Pay app by users.
- I formed alliances and completed a number of revenue-generating deals. The board and management team have not announced any deals since I was terminated.
- I urged the board to continue a robust investor relations strategy to raise awareness about the incredible Glance opportunities and to support the $3 per unit investment by our shareholders. The board saw no benefit in supporting the share price and have instead sat back and watched it tumble.
As disappointed as I was when the current directors told me they would not receive further deal proposals from me, I was even more disappointed by their lack of action, obstructionism, and entrenchment that has resulted in our share price being cut by more than half in recent months.
I do not undertake this proxy fight lightly. However, I believed that months of dismal operating performance, repeated instances of poor judgment on the part of management and the board, and a continuing unwillingness and inability to generate accretive deals necessitate immediate change. A proxy fight isn’t my first choice but it is shareholders’ last resort. As the one who recruited the current board members to Glance, I am well aware of their capabilities and their limitations. I am therefore most-qualified to tell you that, quite simply, the opportunity at Glance has grown much bigger than they are able to competently handle.
My track record at Glance
Over the past several years, I’ve worked hard to raise money, further develop our technologies, acquire customers, build alliances, and broaden our verticals.
Leveraging my extensive capital markets and industry experience, we built a company from nothing into one with a market capitalization of more than $450 million. As COO and President of Glance, I oversaw the raise of over $30 million from the capital markets (including warrant exercises), I inked most of the deals at Glance, and sourced, negotiated and closed $4 million in revenue-licensing deals including Yield Growth (formerly Cannapay), Active Pay and Loop Insights that, today, contribute to the majority of Glance’s revenues.
Because of my capital raising efforts, licensing deals, and investor relations work, in 2017, Glance was one of the best performing public stocks in fintech. While I won’t take credit for all our successes, I believe the following is telling.
Before my termination as Glance’s President and COO:
The best performing company amongst our peers
If you compare Glance’s performance to our fintech peers, we were the top performing company (based on Total Shareholder Return (TSR)) from the date that the common shares of Glance commenced public trading through to my termination.
See image 1.
Source: Bloomberg Finance LP
After my termination as Glance’s President and COO:
The worst performing company amongst our peers
And, after my termination, we are the worst performing company compared to our peers.
See image 2.
Source: Bloomberg Finance LP
This is why, since submitting my requisition on February 20 for a shareholders’ meeting, I’ve received overwhelming support from our fellow shareholders and from the financial community at large. The share price decline has nothing to do with “uncertainty” given the shareholder vote as the current board claims. It has to do with the fact the market realizes the catalyst for long-term sustainable value creation has been removed from the company.
The Griffin DIS-Advantage
In an open letter to shareholders, CEO Desmond Griffin and his wife, CTO Angela Griffin, stated that they will resign their positions from Glance if my Nominees are elected to the board. In the same letter, they raise our family connection: Angela is my sister; Desmond my brother in-law. I want to be clear that this proxy fight isn’t a family feud – it’s about building value for shareholders and halting the massive erosion of Glance’s share price. If Desmond had put his own money into his shares, I am sure he would feel the same way.
If I wasn’t the shareholder initiating change, someone else would be.
To that end, in January 2018, I encouraged my fellow directors to remove Mr. Griffin and Mrs. Griffin from their current roles. Here’s why:
- Mr. Griffin has no vision for the future of Glance and no revenue strategy. Many of the technology innovations I urged Mr. Griffin to adopt and build, including Glance Coin, were to develop a clear path to significant revenues for Glance. The acquisitions, licensing and strategic partnerships that I am currently reviewing for Glance are all geared towards a strong revenue forecast.
- Mr. Griffin and Mrs. Griffin have failed to improve our technology and, as a result, there has been no significant adoption of the Glance Pay app by users. They’ve also failed to deliver on most of their technology development promises.
- Questions raised about Mr. and Mrs. Griffin trading securities ahead of a bought deal. According to a review of Mr. Griffin’s SEDI filings, Mr. Griffin – who may have had inside knowledge of the impending bought deal – spent roughly $63,750 to exercise options and warrants only to cash out approximately $972,330 in the week preceding deal. Further, Mr. Griffin was putting the entire $11 million financing at risk by refusing to agree to customary non-trading provisions that the other directors were agreeable to. Given his trading, this raises serious questions about what he was up to. If the bought deal did not close, then no one would have known about his aggressive trades before the impending deal. Further, Glance would now be out of funds.
- A civil claim against Mr. Griffin, launched by Buyatab, Mr. Griffin’s former employer, has negatively impacted Glance. While Mr. Griffin kept Buyatab in the dark about working for Glance, he kept Glance in the dark about working for Buyatab. The result of a settlement with Buyatab has been that Glance has been forbidden from expanding into a key vertical.
- Mr. Griffin doesn’t have any capital raising experience or ability to close deals. Neither Mr. Griffin nor any of the independent board members I am seeking to replace have ever brought a deal to Glance that was acted on. They have brought nothing to the table.
My five-point plan to rebuild value at Glance
My Nominees and I have developed a plan to turn the page from the current board and management and turn our share price around. These are specific attainable steps that we can accomplish in 2018:
1. Build the right team to make Glance an international leader in fintech, mobile payments, blockchain and cryptocurrency. This includes:
- Refreshing our board with internationally respected individuals with capital markets and fintech experience and an extensive international network.
- Replacing the current CEO with someone who can execute and has the vision, experience and network to grow Glance into an international leader in fintech and blockchain through innovative marketing, a strategic licensing strategy and acquisitions and alliances.
- Hiring a new Chief Technology Officer to advance and enhance our technology, with a focus on implementing long overdue technology enhancements and integrations. I have already identified several candidates who will be available for review by the new board.
- Carefully evaluating everyone on the current management team to determine who is bringing value into the company.
2. Develop a strong revenue strategy which includes launching Glance Coin and pursuing and executing a number of new revenue-generating licensing opportunities which have been offered to Glance.
3. Implement an aggressive acquisition strategy with a goal of five major acquisitions by the end of fiscal year 2018. I have already identified three exciting acquisitions which can be reviewed by the new board shortly after the Annual General Meeting of the shareholders.
4. Build a robust investor relations strategy in order to support acquisition and expansion.
5. Engage the media in the quest to build Glance to be a global fintech and blockchain leader.
I’m asking shareholders to vote for a refreshed board consisting of me and my four new Nominees at the upcoming Annual General Meeting of shareholders. I’ve carefully selected these individuals based on my shareholder engagement and counsel from trusted advisors in the fintech, blockchain and finance industries. Our new board will have:
- The right skill-set, knowledge and background to drive the growth of our global fintech company
- Capital markets experience and the ability to raise money
- Operational, strategic and corporate governance expertise
- A sense of urgency to build value for all shareholders
I’m very excited to introduce to you my four Nominees who will serve on Glance’s new board with me. They are:
- William Davis: A technology executive based in New York with over 15 years of leadership experience working with companies involved in blockchain, cryptocurrency, mobile payments, and big data.
- Jonathan Fry: A blockchain and crypto economics expert based in London, United Kingdom.
- Monique Imbeault: An executive with extensive restaurant industry experience, including as former Chair and director of Imvescor Restaurant Group Inc., one of Canada’s largest restaurant chains – a key vertical for Glance.
- Spiros Margaris: A Switzerland based world-renowned thought-leader and influencer for big data, artificial intelligence, fintech and blockchain.
The current board has spent a lot of time throwing mud at me, launching personal attacks, and trying to turn an issue of shareholder value into a family issue. They even went so far as to announce my termination without proper board approval and put a trading blackout in place without properly informing me – knowing I was committed to purchasing shares because I believe in the company. However, none of this can change the fact your shares have lost most of their value and the current board has no plan to turn things around.
In fact, if you read the letter they recently sent to you they spend a lot of time trying to scare you about me and virtually no time talking about their plan. They mention my name over 200 times while the word “strategy” only appears five times. (That tells you something about their priorities.)
I, along with my Nominees, believe that the best is yet to come for Glance. But we need your support to bring about the change that our company needs.
I encourage all shareholders to vote the GREEN proxy or Voting Instruction Form FOR our nominees, well in advance of our proxy voting deadline of Friday, June 8, 2018 at 10:00 a.m. (Pacific Time) to ensure that we have strong representation focused on action, value creation, and taking Glance to the next level.
Don’t wait, voting is fast and easy. If you receive any other colour proxy, recycle it. If you have voted and wish to change your vote, please vote the GREEN proxy or voting instruction form — only your latest dated vote will count.
If you have any questions or need help voting contact Kingsdale Advisors at 1-866-581-1513 or firstname.lastname@example.org. There’s a team standing by to assist you.
Kingsdale Advisors is acting as strategic shareholder and communications advisor and Koffman Kalef LLP is acting as legal advisor to Ms. Green.
Certain statements contained in this news release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The intentions of Penny Green (“Concerned Shareholder”), the impact of the Concerned Shareholder's nominees, if elected, on the financial condition, operations, business and strategies of the Company, future management and other matters related to the Company, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Concerned Shareholder's current views and intentions with respect to future events and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions that were applied in providing forward-looking information, include, but are not limited to, the actual financial health of the Company, the support expressed by shareholders to the Concerned Shareholder and the current general regulatory environment and economic conditions. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events anticipated. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Concerned Shareholder does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and the Concerned Shareholder undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.