Euro Asia Pay Closes $0.25 Unit Private Placement and Completes Debt Conversions
Hero Group • January 11, 2022
Euro Asia Pay Closes $0.25 Unit Private Placement and Completes Debt Conversions
Vancouver, BC – January 10, 2022:
Euro Asia Pay Holdings Inc. (CSE: EAP) (“EAP” or the “Company”), a leading fintech solutions provider, is pleased to announce the closing of a non-brokered private placement at a price of $0.25 per unit (the “Offering”) for gross proceeds of $575,282. On January 7, 2021, the Company issued and sold an aggregate of 2,301,128 units to various subscribers, with each unit consisting of one common share of the Company and one share purchase warrant. Each warrant is exercisable into one common share of the Company at a price of $0.45 per share for a period of 24 months.
In connection with the Offering, EAP also successfully converted an aggregate of $754,049 in outstanding debt into 3,016,196 units on identical terms (the “Debt Conversion”). The debt was originally issued in two forms: (i) an unsecured convertible debenture in the principal amount of $300,000 dated October 1, 2021, bearing simple interest at the rate of 8% per annum and with a term of 12 months (the “Debenture”); and (ii) an unsecured loan in the principal amount of $400,000 dated August 6, 2020, bearing simple interest at the rate of 8% per annum and with a term of 15 months, which term was extended for an additional three months on November 6, 2021 (the “Loan”). In order to induce the holder of the Debenture to forego the remaining interest payable thereon and immediately convert the full amount of the Debenture, including all accrued interest, the Company entered into an amendment to with the holder in order to adjust the conversion price of the Debenture from $0.26 per common share to $0.25 per unit.
Morris Chen, the Chairman and a director of the Company, participated in the Debt Conversion through Morrison Homes Bridge Street Ltd., a company controlled by Mr. Chen, by agreeing to convert the $448,000 owing under the Loan into 1,792,000 units, and Peter MacKay, the CEO and a director of the Company, invested $7,782 in the Offering in exchange for 31,128 units. These transactions constituted a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61- 101, and in particular, Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the transactions is not more than the 25% of the Company’s market capitalization.
The Company did not pay any finder’s fees in respect of the Offering or the Debt Conversion, and all securities issued in connection with the Offering are subject to a standard hold period of four months and one day in accordance with applicable securities laws.
EAP expects to use the proceeds from the Offering to fund the continued development and marketing of its projects and for general corporate purposes, and anticipates closing a second tranche of the Offering in the coming days.
None of the securities referenced herein have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy any of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Euro Asia Pay Holdings Inc.
Euro Asia Pay Holdings Inc. is a developer of innovative financial solutions for the next generation of consumers. Its first product, SideKick™, enables parents to transfer, control and monitor payments to their children in a simple, intuitive manner. The product includes a student-facing mobile application, a prepaid student payment card and a parent portal, among other features.
To learn more about EAP’s products and services, visit www.euroasiapay.com.
On Behalf of the Board of Directors
Peter MacKay
Chief Executive Officer & Director
For further information, please contact:
Peter MacKay
Chief Executive Officer & Director
(800) 508-8813
ir@euroasiapay.com
For all media queries, please contact:
Swati Mehta
PR Associates
(403) 804-0768
smehta@prassociates.com
Forward-Looking Statements
Certain statements in this news release include forward-looking statements or information (collectively “forward-looking statements”) within the meaning of applicable Canadian securities legislation. The Company is providing cautionary statements identifying important factors that could cause its actual results to differ materially from those projected in these forward-looking statements. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “may”, “anticipates”, “is expected to”, “estimates”, “intends”, “plans”, “projection”, “could”, “vision”, “goals”, “objective” and “outlook”) are not historical facts and may be forward-looking. The Company has based the forward-looking statements largely on its current estimates, assumptions and projections about future events and trends that it believes may affect its business, financial condition and results of operations.
By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes may not occur or may be delayed. The risks and uncertainties, many of which are beyond the Company’s control, include, but are not limited to: the ability of the Company to establish a market for its products; competitive conditions in the mobile payments industry which could prevent the Company from becoming profitable; the ability of the Company to complete the Proposed Transaction; the ability to obtain any required regulatory and other approvals or satisfy any other conditions to the completion of the Proposed Transaction; the potential impact of the announcement or completion of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the diversion of management time on the Proposed Transaction; the effectiveness and efficiency of advertising and promotional expenditures to generate interest in the Company’s products; dependency on continued growth in the adoption of mobile payment technology; volatility of the market price of the Company’s securities; the inability to secure additional financing; the Company’s intention not to pay dividends; claims, lawsuits and other legal proceedings and challenges; conflicts of interest with directors and management; and other relevant factors.
Factors that could cause the Company’s actual results to differ from the forward-looking statements include its history of losses from operations; technology risks; its ability to obtain the additional financing required to meet long-term goals; its dependence on key personnel, including its executive officers; and uninsured risks. These factors are not exhaustive.
Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
VANCOUVER, B.C. – December 3, 2024 – Hero Innovation Group Inc. (“ Hero ” or the “Company”) ( CSE: HRO ) is pleased to announce that it has appointed Tai Jiang and Hong Yuan to the Company’s Board of Directors, in place of Wei Shao who has resigned as the director. The Company also appointed Tai Jiang, as Chief Executive Officer of the Company in place of Morris Chen, who has stepped down as Chief Executive Officer and Kuen Lau as the Chief Financial Officer in place of Kevin Chen, who has resigned as Chief Financial Officer. The Company wishes to thank Mr. Chen for their significant contributions in leading the Company. Tai Jiang Mr. Jiang is a globally-minded entrepreneur and seasoned investor with 30 years of experience in finance and capital markets. With a strong track record in global investments and expertise in both primary and secondary markets, Mr. Jiang excels in macroeconomic analysis, data-driven insights, industry research, risk management, and quantitative investment strategies. Mr. Jiang brings a deep understanding of emerging technologies in Web 3.0 era, including blockchain, cryptocurrency, AI applications, and the transformative potential of AR/VR in s haping the metaverse. His unique insights and hands-on experience position him as a leader in navigating these dynamic fields. Hong Yuan Mr. Yuan is currently serving as the Director & CEO of a major investment company in Canada, Chairman of a Canadian fund company, and Chairman of a diversified group company in Canada. With over 20 years of experience as a senior executive, Mr. Yuan specializes in information management, investment, and entrepreneurship. He excels in business model design, cross- industry consulting, and the managing cross-border corporate operations. Mr. Yuan is a strong advocate for integrity and pragmatism. He is committed to building a positive new image for the Chinese community and dedicates himself to supporting new Chinese immigrants in integrating into local life, finding employment, and starting businesses. Kuen Lau Ms. Lau has over 20 years of experience in senior financial executive roles, she has extensive experience in assurance practice, financial reporting, internal control sectors and tax planning. Ms. Lau began her career as an auditor with one of the Big Four professional service firms and provided professional services for certain amounts of listed companies in Hong Kong. Ms. Lau is a fellow member of ACCA, HKICPA and Taxation Institution of Hong Kong. About Hero Innovation Group Inc. Hero Innovation Group Inc. (formerly, Euro Asia Pay Holdings Inc.) is a developer of innovative financial solutions for the next generation of consumers. Through its flagship product, SideKickTM, introduced in 2018, the Company identified unmet needs in the market within specific demographics, such as international students in Canada, and delivered a product to address those needs. Hero Financials, the Company’s largest product, is targeted at parents, kids and young adults across Canada. With financial literacy at the forefront of the Company’s values and a plethora of advanced proprietary technology features, Hero Financials prepares kids to become financially smart adults through a variety of financial literacy tools. To learn more about Hero Group’s products and services, visit www.heroinnovationgroup.com. On behalf of the Board of Directors Mao Sun Director For further information, contact: Luiz Pion VP Business Development ir@heroinnovationgroup.com Disclaimer for Forward-Looking Information This news release contains forward-looking information within the meaning of Canadian securities legislation concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward-looking information in this news release includes statements regarding, but not limited to: the ability for the Company to perform its obligations under the Agreement; the receipt of applicable third party approvals of the Agreement and the Loan convertibility, including, but not limited to, minority shareholder approval and that of the CSE, and such other statements contained herein that are not purely historical in nature. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information. Important factors that could cause actual results to differ materially from those expressed in the forward-looking information include: the CSE may not approve the securities issuable pursuant to the Agreement; that the requisite minority shareholders approvals may not be obtained by the parties in connection with the Conversion; and other factors beyond the control of the Company. The ongoing COVID-19 pandemic, labour shortages, inflationary pressures, rising interest rates, the global financial climate and the conflict in Ukraine and surrounding regions are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact the Company’s operating performance, financial position, and future prospects. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. The Company does not undertake any obligation to update such forward-looking information whether because of new information, future events or otherwise, except as expressly required by applicable law.
VANCOUVER, B.C. – February 21, 2023 – Hero Innovation Group Inc. (“Hero” or the “Company”) (CSE: HRO) announces that it has appointed Mao Sun and Wei Shao to the Company’s Board of Directors, in place of Peter MacKay and Larry Yen who have resigned as directors. The Company also appointed Mao Sun as the Chief Executive Officer in place of Peter MacKay, who has stepped down as Chief Executive Officer and Kevin Chen as the Chief Financial Officer in place of Mao Sun who has resigned as Chief Financial Officer. Mao Sun will continue to act as the Chief Executive Officer for the Company. The Company would like to thank Mr. MacKay and Mr. Yen for their many contributions to the Company. Wei Shao Mr. Shao is the national practice group co‐leader for the China Service at Dentons Canada and specializes in international business transactions. He has extensive experience in mergers and acquisitions, corporate and project financing, complicated corporate and commercial transactions, and advising clients with respect to business negotiations, policy and regulatory matters, as well as government relations. Mr. Shao has represented Asian investors and entrepreneurs, sovereign and investment funds, private and public companies as well as major SOEs in various significant transactions in or through Canada. He has also advised Canadian and international companies in their investment in China and other parts of Asia. Mr. Shao is also an interpreter accredited by the United Nations and by the federal government of Canada. As an interpreter or consultant, he has been involved in numerous ministerial and prime ministerial meetings or negotiations between Canada and China. Kevin Chen Mr. Chen has over 20 years of experience in senior financial executive roles and his work focuses on private and public companies in the mining and technology sector. Mr. Chen began his career as an auditor with KPMG LLP and is a CPA, CMA in British Columbia with an MBA degree from Western University. About Hero Innovation Group Inc. Hero Innovation Group Inc. (formerly, Euro Asia Pay Holdings Inc.) is a developer of innovative financial solutions for the next generation of consumers. Through its flagship product, SideKickTM, introduced in 2018, the Company identified unmet needs in the market within specific demographics, such as international students in Canada, and delivered a product to address those needs. Hero Financials, the Company’s largest product, is targeted at parents, kids and young adults across Canada. With financial literacy at the forefront of the Company’s values and a plethora of advanced proprietary technology features, Hero Financials prepares kids to become financially smart adults through a variety of financial literacy tools. To learn more about Hero Group’s products and services, visit www.heroinnovationgroup.com. On behalf of the Board of Directors Mao Sun CEO For further information, contact: Mao Sun CEO ir@heroinnovationgroup.com
VANCOUVER, B.C. – December 19, 2022 – Hero Innovation Group Inc. (“Hero” or the “Company”) (CSE: HRO) announces that effective December 14, 2022 (the “Effective Date”), it has appointed MSLL CPA, LLP (“MSLL”), Chartered Professional Accountants, at their Vancouver offices at Suite 2110 – 1177 W. Hastings Street, to serve as the Company’s auditor. MSLL replaces Dale Matheson Carr-Hilton LaBonte LLP (“DMCL”), Chartered Professional Accountants, as the Company’s auditor. In accordance with National Instrument 51-102 - Continutous Disclosures Obligations, Hero has filed a copy of its change of auditor notice on SEDAR together with the letters from each of MSLL and DMCL in relation to the foregoing. About Hero Innovation Group Inc. Hero Innovation Group Inc. (formerly, Euro Asia Pay Holdings Inc.) is a developer of innovative financial solutions for the next generation of consumers. Through its flagship product, SideKickTM, introduced in 2018, the Company identified unmet needs in the market within specific demographics, such as international students in Canada, and delivered a product to address those needs. Hero Financials, the Company’s largest product, is targeted at parents, kids and young adults across Canada. With financial literacy at the forefront of the Company’s values and a plethora of advanced proprietary technology features, Hero Financials prepares kids to become financially smart adults through a variety of financial literacy tools. To learn more about Hero Group’s products and services, visit www.heroinnovationgroup.com. On behalf of the Board of Directors Peter MacKay CEO and Director For further information, contact: Peter MacKay CEO and Director ir@heroinnovationgroup.com
