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%, is encouraging her fellow board members and shareholders to take a closer look at Company CEO Desmond Griffin’s and Director Larry Timlick’s stock and security trading records.
“We did something Mr. Griffin was hoping no one would do, which was to look at his trading record,” said Penny Green. “The CEO of a company should not be trading against his shareholders. It appears he was exercising ‘in-the-money’ options and warrants then turning around and selling those shares within days while likely having inside knowledge of an impending bought deal.”
Ms. Green highlighted Mr. Griffin’s trades in the week leading up to an announcement of Glance’s $11 million bought deal on November 28, 2017. Questionably, from November 20 to November 27, 2017 Glance’s CEO — who, as the top executive at the Company, should have been aware of the Company’s largest equity financing in its history — spent roughly $63,750 to exercise options and warrants at prices of 15 cents and 25 cents only to cash out approximately $972,330.
- 2017-11-20 – 100,000 @ $0.15
- 2017-11-21 – 100,000 @ $0.15
- 2017-11-22 – 100,000 @ $0.15
- 2017-11-28 – 75,000 @ $0.25
Sells common shares
- 2017-11-21 – 100,000 @ avg price $1.96
- 2017-11-22 – 146,500 @ avg price $2.59
- 2017-11-23 – 23,500 @ avg price $2.77
- 2017-11-24 – 35,000 @ avg price $2.82
- 2017-11-27 – 70,000 @ avg price $3.33
Moreover, Angela Griffin, Mr. Griffin’s wife and the Company’s Chief Technology Officer, sold 20,000 shares at an average price of $3.42, on November 27, the day before the deal was announced. If Mr. and Mrs. Griffin were trading as a team, this was never disclosed in any of his insider reports.
“As President, COO, and Director of Glance, I’ve spent the last three years of my professional life doing everything I could to increase value for all shareholders,” said Ms. Green who was terminated as President and COO on February 20, 2018. “But these questions about Mr. Griffin trading securities, ahead of a major financing event are extremely concerning to me and I hope equally concerning for my fellow directors. If my concerns prove to be validated, this could be considered a significant breach of fiduciary duty to act in the best interests of the Company and all shareholders and possibly constitute trading based on undisclosed material information. This could perhaps explain why he has expressed zero concern over the Company’s current share price.”
MORE BIG PAY-OUTS FOR MR. GRIFFIN
During a three month period in 2017, Mr. Griffin continued to exercise options to cash-in. Between September and November, Mr. Griffin exercised 525,000 warrants and options while also disposing of shares for a cash pay-out of $2,337,587.00.
|Options/Warrants Exercised||Shares Sold||Profit|
“If you look at Mr. Griffin’s trading history closely, you’ll notice that he exercised options and sold all his stock as soon as it came off escrow. He’s exhibited a clear pattern of not acting in the best interests of the Company,” said Ms. Green. “All the directors, including Mr. Griffin, never reinvested into Glance to the support the stock. Conversely, I’ve invested close to $1.9 million of my own money into purchasing Glance shares since our IPO - most recently $540,000 at $3/unit in December 2017.”
A CULTURE OF QUESTIONABLE TRADING?
Ms. Green’s analysis has also uncovered some other suspicious trading activity at Glance. Director Larry Timlick also sold shares in the week leading up to Glance’s $11 million bought deal. Overall, he paid $25,000.00 and sold for $140,690.00 for a quick profit of $115,690.00.
Participates in a private placement:
- 2017-10-19 – 62,500 @ $0.40
Sells common shares
- 2017-11-22 – 1,300 shares @ $2.30
- 2017-11-22 - 61,200 shares @ $2.25
SIX QUESTIONS FOR THE CURRENT BOARD OF DIRECTORS:
Ms. Green is urging her fellow shareholders to take Mr. Griffin to account for his trading behaviour. Specifically, shareholders should ask board members the following questions:
1. Why was the board not aware Mr. Griffin was trading up until the date of announcement of the bought deal?
2. Was Mr. Griffin kept out of the loop on the impending bought deal, raising questions about his capabilities as CEO, or was he trading with insider knowledge, raising legal questions?
3. Mr. Griffin put the entire $11 million financing at risk by refusing to agree to customary non-trading provisions. Does the board agree that this was meant to cover up his aggressive trades before the impending deal?
4. With this knowledge about Mr. Griffin’s trading history, what steps will the board take to ensure shareholders have confidence in Glance’s management?
5. How many other board members traded securities in the week leading up to the bought deal?
6. If Mr. Griffin was willing to sell all the way up, why wasn’t he buying all the way down?
VOTE FOR A REFRESHED BOARD THAT WILL BUILD VALUE FOR ALL SHAREHOLDERS
Ms. Green wants to increase value for all shareholders – not just the insiders. To that end, she is proposing a refreshed board – of qualified, experienced and respected Nominees – at the Company’s upcoming Annual General Meeting to be held on June 12, 2018.
Shareholders are encouraged to review the proxy materials at GlanceForward.com 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.
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.