An anonymous director reports

THE DISSIDENTS CONNECTION TO HUGO KOTAR: A BRIEFING FOR GLANCE TECHNOLOGIES SHAREHOLDERS

Glance Technologies Inc. has cautioned shareholders that they need to know more about the Vancouver businessman Hugo Kotar before deciding who to support for the board of directors of Glance.

Mr. Kotar is not a dissident nominee for the board. But Mr. Kotar is important because of his business association with dissident nominee Spiros Margaris and dissident leader Penny Green. Given Mr. Kotar's past, the association raises questions about the due diligence Mr. Margaris and Ms. Green performed.

Vancouver-based Yield Growth Corp. serves as the dissidents' connection to Mr. Kotar, Mr. Margaris and Ms. Green are on the board of directors of Yield, a closely held company that Ms. Green has told Glance she intends to take public. Mr. Kotar is Yield's vice-president of corporate finance.

There are numerous relationships between the apparently closely knit Yield board and management. Ms. Green, in addition to being a director, is president and chief executive officer. Mr. Kotar's current partner, Krystal Pineo (who has a social media account under the name Krystal Kotar), is a director. Until last month Mr. Kotar was also a Yield director and Ms. Pineo was also a Yield officer.

Looking closely at Mr. Kotar

Glance has looked closely at Mr. Kotar since he signed, as a witness, Ms. Green's requisition for a Glance shareholder meeting. Glance claims to have learned that Mr. Kotar has been:

• Fined by the Investment Industry Regulatory Association of Canada;
• Criticized by a judge for his financial choices and capabilities;
• Pursued in court by creditors when Mr. Kotar did not pay his obligations as they became due.

Mr. Kotar and IIROC

In 2015, Mr. Kotar was fined $20,000 by the IIROC. In summary, he admitted to:

• Holding a secret brokerage account in Panama when he was a stockbroker, without the knowledge and consent of his employer;
• Not co-operating fully with the initial investigation and attempting to conceal the existence of the foreign trading account;
• Misleading his employer and the British Columbia Securities Commission during the interview regarding the existence and ownership of the subject account.

And yet, Mr. Kotar was a Yield director and remains vice-president of corporate finance of Yield, having been appointed by Yield's directors.

Mr. Kotar in court

In 2012, in a publicly available judgment involving Mr. Kotar's divorce from his first wife, a judge of the Supreme Court of British Columbia provided insight into Mr. Kotar's financial affairs and capabilities. Much of the court's 18-page judgment is relevant for Glance's shareholders and is available on the court's website.

Meanwhile, in the interest of brevity, Glance is providing the following excerpts:

• On Mr. Kotar's financial affairs:
  • "The parties' (Mr. Kotar's and his ex wife's) spending habits were sustained in part by failing to pay income taxes. This led to the Canada Revenue Agency attaching the respondent's (Mr. Kotar's) income. Additionally, their bank line of credit was often in default." "His (Mr. Kotar's) extravagance is nevertheless noteworthy." "The parties (Mr. Kotar and his ex wife) attempted to sustain their standard of living which was, as it turned out, well beyond their means. For example, prior to separation, two vehicles were purchased, a Mercedes Benz for $53,000 for the claimant's (Mr. Kotar's ex wife's) use and a Porsche for $52,000 for the respondent's (Mr. Kotar's) use."

• On Mr. Kotar's capabilities:
  • " ... the criminal proceedings against him ... were very destabilizing and briefly led to his imprisonment."
  • "Mr. Cicci (a vice-president of Canaccord Genuity Group Inc.) gave evidence that the respondent's (Mr. Kotar's) employment with the firm is in jeopardy. There is no reason to doubt that this is correct ... Mr. Cicci is not encouraging about the respondent's (Mr. Kotar's) future employment prospects with Canaccord .... "Mr. Cicci was concerned with the 'reputational damage' the respondent (Mr. Kotar) had imposed on Canaccord."
  • And yet, Mr. Kotar was a Yield director and remains vice-president of corporate finance of Yield, having been appointed by Yield's directors.

• Mr. Kotar's creditors:

• According to British Columbia court files, Mr. Kotar has been pursued by creditors three times for a total of approximately $45,000. The claims, all of which resulted in default judgments against Mr. Kotar, were filed by:
  • Royal Bank of Canada, Canada's largest bank;
  • Capital One, a bank holding company specializing in credit cards;
  • A computer programmer, who sought payment in small claims court for work that Mr. Kotar allegedly did not fully pay for.

And yet, Mr. Kotar was a Yield director and remains vice-president of corporate finance of Yield, having been appointed by Yield's directors.

What Yield's website says, and does not say

The leadership section of Yield's website extols, "A team that produces," in a headline composed entirely of capital letters. A supporting message adds, "Our highly experienced team of professionals bring extensive backgrounds and success stories from a variety of relevant industries."

Yield's biography for its board member Mr. Margaris presents boundless confidence in that company's leadership team. The biography concludes as follows, "Spiros sees The Yield Growth Corp. as one of the great fintech opportunities and believes in the team, convinced that they can execute on their vision."

As for Mr. Kotar, the Yield website places significant emphasis on his capital markets experience as "a former Vice President of Canaccord and PI Financial." There is no reference to the comments of Canaccord's Mr. Cicci with regard to "reputational damage" caused to Canaccord by Mr. Kotar. There is no reference to Mr. Kotar's limited tenure at PI Financial, where he lasted only seven months. There is no reference to the IIROC fine.

Questions for Mr. Margaris and Ms. Green

Here are some questions that Glance shareholders should now be asking Mr. Margaris and Ms. Green:

Do Mr. Margaris and Ms. Green believe that the Yield website provides full, true and plain disclosure with regard to Mr. Kotar?

What due diligence did Ms. Green conduct prior to appointing Mr. Kotar to the Yield board and approving his appointment as VP, corporate finance, at Yield?

What due diligence did Mr. Margaris perform before joining Ms. Green, Mr. Kotar and Ms. Pineo on the Yield board and before approving the appointment of Mr. Kotar as VP, corporate finance?

Do Mr. Margaris and Ms. Green believe that their due diligence was adequate?

Glance and Yield

Glance directly and indirectly owns a minority interest (approximately 27 per cent as of April 4, 2018) in Yield (formerly Cannapay Financial Inc.). Despite its ownership, Glance has a limited voice in Yield's affairs. Yield is controlled by Ms. Green, as Yield's chief executive officer and the Yield board. Based on the information about Mr. Kotar, Glance advises that, as a Yield shareholder, it will not support any of Yield's current directors.

Glance's forthcoming MIC

Glance intends to include a complete response in its forthcoming management information circular to proxy fight 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.

About Glance Technologies Inc.

Glance Technologies owns and operates Glance Pay, a streamlined payment system that revolutionizes how smart phone users choose where to shop, order goods and services, make payments, access digital receipts, redeem digital deals, earn great rewards, and interact with merchants. Glance offers targeted in-app marketing, geo-targeted digital coupons, customer feedback, in-merchant messaging and custom rewards programs. Glance has also recently purchased a blockchain solution for a rewards-based cryptocurrency.

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