MIAMI, Florida, July 11, 2018 /PRNewswire/ --
Mining Power Group, Inc., (OTC PINK: RCGR), and Vapor Group,
Inc. (OTC PINK: VPOR), and a not yet publicly trading company,
Simple Cork, Inc. (collectively, the "Companies", or individually,
a "Company"), jointly announced today that they had reached a
settlement and resolution pertaining to that certain Asset Purchase
Agreement, dated January 31, 2018,
(the "Asset Purchase Agreement") by and between the Companies and
announced on February 13, 2018,
wherein RCGR had agreed to purchase the intellectual property
assets of Simple Cork, Inc. ("SCI"), a wholly-owned subsidiary of
VPOR which assets were independently appraised at a fair value of
$12,440,000.
Yaniv Nahon, the president of
VPOR, stated, "Our primary mission was to make this as fair as
possible and as beneficial as possible to the shareholders of each
Company. We felt that the best way to accomplish this was through
an initial public offering by Simple Cork, Inc., accompanied by a
dividend of the shares of Simple Cork, Inc., pro rata, to the
shareholders of each of Mining Power Group, Inc. and Vapor Group,
Inc. In order to provide further benefits to such shareholders and
enable them to avoid dilution, they will be entitled to rights to
purchase additional shares at a discount to the contemplated market
price of the Simple Cork, Inc. stock."
The Asset Purchase Agreement in its entirety is rescinded ab
initio. Instead, a share dividend of common stock of
SCI, which is being spun-off pursuant to the provisions of a Tier 2
Regulation A filing with the Securities and Exchange Commission not
later than by Friday, September 14,
2018, which date has been set as the ex-dividend date or the
issuance date for shareholders of record of either Company. In
other words, all such shareholders as of September 14, 2018, shall receive shares of SCI
based on their shareholdings of Mining Power Group, Inc. and of
Vapor Group, Inc. The ratio of the quantity of shares of SCI to be
issued per shares held of either of the other Companies will be
announced at a later date.
In addition, each shareholder of each Company shall receive
rights to acquire additional shares of SCI as the spun-off company
at a 50% discount to the IPO price as set in the Reg A+ filing for
new shareholders. The new SCI shareholders, not shareholders of
Mining Power Group, Inc. and of Vapor Group, Inc., shall not be
entitled to such rights. Instead, they will have to pay the full
IPO price.
The result is that neither Mining Power Group, Inc. or Vapor
Group, Inc. will own the intellectual property assets of SCI.
Instead, SCI, as a separate public entity, will own such
intellectual property rights and SCI will in turn be owned,
separately, by the shareholders of SCI. SCI shall separately assume
responsibility for the development of "Simple Cork™" a new,
multi-nationally patented combination wine bottle cork/opener
(www.simplecork.com), which represents a faster and easier way to
get a cork out of a bottle of wine without the use of a
corkscrew.
About Mining Power Group, Inc.
The Company was original formed as Rich Cigars, Inc. a
Florida corporation, in order to
distribute, brand and market tobacco products. As a result of the
November 2017 change of control and
corporate reorganization, the Company has been renamed "Mining
Power Group" and becomes a holding company for new subsidiary
operations.
Mining Power Group, Inc. is in the process of forming
subsidiaries to invest in the development of a unique
cryptocurrency mining business for Bitcoin and other
cryptocurrencies which will operate on a 24/7 basis.
About Vapor Group, Inc.
Vapor Group, www.vaporgroup.com, is a holding company for
several wholly-owned subsidiaries: Total Vapor, Inc., the worldwide
distributor of the revolutionary, hand-held automatic Easy
Grinder™; CryptoTechCurrency, Inc. which specializes in
cryptocurrency mining on a 24/7 basis of digital currencies such as
Bitcoin, Litecoin and others; Vapor 123, Inc., an e-cigarette,
vaporizer and e-liquid company; and Royal CBD, Inc., a marketer of
hemp-based CBD oil products.
About Simple Cork, Inc. Inc.
Simple Cork, Inc., www.simplecork.com, a wholly-owned subsidiary
of Vapor Group, Inc., is the owner and developer of "Simple Cork™"
a new, multi-nationally patented combination wine bottle
cork/opener being prepared for market entry. The device is
protected under a French patent awarded in 2017 and eight patents
pending in eight other countries including the United States. On November 29, 2017, VPOR received an independent
CPA appraisal using the "relief-from-royalty method" for the
estimated "fair value" of the intellectual property ("IP") specific
to Simple Cork™ once in market. (The "Appraisal") The valuation
used in the Appraisal was performed in conformity with the
"Statement of Standards for Valuation Services No. 1" of the
American Institute of Certified Public Accountants ("AICPA"). The
standard of value used was" fair value", which per the Financial
Accounting Standards Boards ("FASB") is defined as "the price that
would be received to sell as asset or paid to transfer a liability
in an orderly transaction between market participants at the
measurement date." AICPA also finds the definition of "fair market
value" in Revenue Ruling 59-60 consistent with the definition of
"fair value" as defined by FASB. As of the date of the Appraisal,
the IP specific to Simple Cork™ was estimated to have a "fair
value" of $12,440,000 (U.S.) subject
to the Company's execution of its business plan.
Safe Harbor Statement:
This release includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934. Such
statements include any that may predict, forecast, indicate, or
imply future results, performance or achievements, and may contain
the words "estimate", "project", "intend", "forecast",
"anticipate", "plan", "planning", "expect", "believe", "likely",
"should", "could", "would", "may" or similar words or expressions.
Such statements are not guarantees of future performance and are
subject to risks and uncertainties that could cause the company's
actual results and financial position to differ materially from
those in such statements, which involve risks and uncertainties,
including those relating to the Company's ability to grow. Actual
results may differ materially from those predicted and any reported
should not be considered an indication of future performance.
Potential risks and uncertainties include the Company's operating
history and resources, economic, competitive, and equity market
conditions.
CONTACT:
Mining Power Group, Inc.
(800)304-2657
SOURCE Mining Power Group, Inc.