Ms. Penny Green reports

GLANCE TECHNOLOGIES CO-FOUNDER PENNY GREEN ALERTS SHAREHOLDERS TO CEO DESMOND GRIFFIN'S SECRET POSITION, RESULTING LAWSUIT AND ITS COSTLY IMPACT

Penny Green, co-founder, director and largest shareholder of Glance Technologies Inc., controlling 11.17 per cent, has highlighted another one of chief executive officer Desmond Griffin's indiscretions, namely a 2016 civil claim against him, which cost the company an enormous opportunity to enter a lucrative vertical.

On April 11, 2016, Buyatab Online Inc., an e-gift card service provider, filed an action against Mr. Griffin claiming ownership of the Glance Pay app. Specifically, Buyatab alleged that Mr. Griffin, while employed as Buyatab's chief technological officer, used confidential information to develop a similar technology at Glance while contractually obligated to "devote the whole of his working time and attention to the business of (Buyatab)."

The civil suit was settled out of court with Mr. Griffin forced to forgo his Buyatab stock options and Glance forced not to enter the e-gift card space for a period of two years.

Alarmingly, Mr. Griffin has failed to disclose his CTO position with Buyatab in any of his disclosure materials, including the information circular Glance's management mailed to shareholders.

"I was shocked when I learned in March, 2016, that Mr. Griffin was secretly working for both Buyatab and Glance at the same time. I was led to believe that Mr. Griffin was working for Glance on an exclusive basis," said Ms. Green. "Buyatab doesn't appear anywhere on Mr. Griffin's LinkedIn profile. He also seems to downplay his tenure with that company in all his bios. His bio in Glance's circular, for example, only makes a cursory reference to Buyatab, as part of his consulting experience. Maybe Mr. Griffin doesn't believe his deception of both Buyatab and Glance was a big deal? The truth of the matter is that it was a huge deal for Glance in that it kept us out of an important vertical, hurting our overall opportunity."

Opportunity lost: an $18-billion industry in the United States

According to research firm Gartner (formerly CEB), digital gift cards made up about $5.5-billion in gift card purchases in the United States in 2014. In 2015, they were up to $7.1-billion, and by the end of 2018, Gartner forecasts an $18-billion market share. That is an increase of over 200 per cent since 2014.

This was the opportunity that Glance missed out on, fully due to Mr. Griffin's major indiscretion.

Timeline of Mr. Griffin's involvement with Buyatab:

• December, 2013: Buyatab hires Mr. Griffin as its chief technology officer. As per a written contract of employment, Mr. Griffin commits to devoting "the whole of his working time and attention to the business of (Buyatab)."
• April, 2014: Mr. Griffin presents, to Buyatab's board of directors, a proposed iOS technology, a mobile payment option, leveraging Buyatab's existing platform.
• October, 2014: Ms. Green launches Glance Technologies as a private company.
• Two thousand fifteen: Having raised over $700,000 for this purpose, Ms. Green advances money to Mr. Griffin to develop the Glance Pay app, which Glance Technologies has agreed to acquire. (Mr. Griffin subsequently falls more than a year behind schedule in delivering the app.)
• January, 2015, to March 14, 2016: Mr. Griffin works for both Buyatab and Glance, leading each company to believe that he was working for them exclusively.
• March 14, 2016: Buyatab becomes aware of Glance Pay through a random Internet search. Buyatab terminates Mr. Griffin's employment for cause.
• March, 2016: Mr. Griffin alerts Ms. Green of Buyatab's termination and discloses that he was working for Buyatab while at the same time working for Glance, without having advised Glance's board that he was doing so. Mr. Griffin demands a $15,000 salary increase from Glance.
• April 11, 2016: Buyatab files notice of civil claim against Mr. Griffin and Glance Technologies in the B.C. Supreme Court. Buyatab claims ownership of the Glance Pay app and alleges breach of contract, breach of confidence and breach of duty against Mr. Griffin.
• April 19, 2016: The parties enter into a settlement agreement, whereby Mr. Griffin is forced to give up his Buyatab stock options and Glance agrees not to enter the e-gift card space for a period of two years.
• Sept. 7, 2016: Glance Technologies launches its initial public offering.

The disturbing notice of civil claim

As first highlighted in Ms. Green's proxy circular, the civil claim contains allegations against Mr. Griffin, which, if true, provide disturbing detail about his self-serving behaviour at Buyatab. A full copy of the notice of civil claim is available as a PDF on the Glance forward website.

Here is an excerpt from the claim.

"In his capacity as a chief technology officer, Desmond Griffin recommended that the plaintiff retain Angela Griffin to develop the payment option application. Relying on Desmond Griffin's recommendation, the plaintiff contracted Angela Griffin to develop the payment option application.

"Angela Griffin is Desmond Griffin's wife. Angela Griffin never delivered the payment option application to the plaintiff. Instead, she and Desmond Griffin developed a technology derivative of and highly similar to the payment option application that was intended to enable mobile payments at restaurants.

"Desmond Griffin did not disclose the existence of the similar technology to the plaintiff despite the fact that he had a contractual and fiduciary obligation to disclose competing interests.

"Desmond Griffin incorporated or, in the alternative, obtained control of a shell corporation, which is the defendant Glance Technologies Inc. for the purpose of commercializing the similar technology for his own benefit.

"Throughout the development of the similar technology, Desmond Griffin continued his employment with the plaintiff. Further, during his regular workhours, he spent significant time developing the similar technology and working on his competitive business, without disclosing this conduct to the plaintiff."

A record of failure?

In the Glance circular, Mr. Griffin states that he has worked for three companies, including Glance, during the course of his professional career.

Based on this disclosure, Mr. Griffin boasts a meagre record: Out of the three jobs he mentioned, one (Buyatab) ended in a lawsuit against him while, with Glance, he is involved in a proxy battle whereby a large number of shareholders are trying to remove him.

Incidentally, in both instances -- at Buyatab and Glance -- Mr. Griffin relied on his wife Ms. Griffin as a programmer. Again, in both cases, that ended badly.

It is time for a new board and new leadership at Glance: Vote for a refreshed board that builds value for all shareholders

Ms. Green is proposing a refreshed board of qualified, experienced and respected nominees at the company's coming annual general meeting to be held on June 12, 2018. As part of the refreshed board's plan, the board will immediately begin a search for a new chief executive officer for Glance.

Shareholders are encouraged to review the proxy materials at the Glance forward website and vote the green proxy form or green voting instruction form for Ms. Green's director nominees.

Do not wait, as voting is fast and easy: Please vote well in advance of the proxy voting deadline of June 8, 2018, at 10 a.m. Pacific Time. If you have questions or need help voting, contact Kingsdale Advisors at 1-866-581-1513 or at contactus@kingsdaleadvisors.com.

Advisers

Kingsdale Advisors is acting as strategic shareholder and communications adviser, and Koffman Kalef LLP is acting as legal adviser to Ms. Green.

We seek Safe Harbor.