Mr. David Jan reports
PENNY GREEN'S TRACK RECORD: QUESTIONS FOR SHAREHOLDERS FROM GLANCE TECHNOLOGIES
Glance Technologies Inc. has cautioned shareholders that they carefully review Penny Green's 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 Feb. 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.
Glance intends to include a complete response in its forthcoming management information circular (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. As Glance will further discuss in this news release, shareholders should make sure they are fully informed about her record.
Has Ms. Green accurately portrayed her 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 Feb. 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. According to SEDI filings, Ms. Green ceased to be a director or officer of Merus as of Dec. 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 Feb. 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 per cent 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 per cent.
For further certainty, the attached tables show Ms. Green's record with publicly traded companies other than Glance.
DIRECTOR AND OFFICER: FIVE COMPANIES, AVERAGE 50-PER-CENT DECLINE
Company Position Starting stock Ending stock
price price
On4/Sound Revolution Director and chairman, CEO, CFO,
principal accounting officer, secretary and treasurer $12.60 $0.17
Blink Couture Director, president and CEO, secretary,
CFO, treasurer, chief accounting officer $0.75 $0.10
Neurokine Pharmaceuticals Director, secretary and VP, finance $1.65 $0.10
Mediatelevision.tv Director, president and CEO $1.35 $1.01
Merus Labs Director, VP, corporate affairs $0.30 $0.46
OFFICER ONLY: TWO COMPANIES, AVERAGE 56.5-PER-CENT DECLINE
Company Position Starting stock price Ending stock price
Payforview.com VP, production and programming $2.00 $0.30
Angelaudio.com VP, business development $2.13 $1.53
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's columns mentioning Ms. Green.
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"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).
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"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, Dec. 5, 2007).
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"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, Oct. 4, 2008).
Questions for shareholders to ask Ms. Green
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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?
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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 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. 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 an end-to-end blockchain solution and is working on a rewards-based cryptocurrency intended to be integrated into the Glance Pay app.
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