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The Asset Purchase Agreement in its entirety is rescinded ab initio.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.
Mining Power Group, Inc.
SOURCE Mining Power Group, Inc.