SYS-CON MEDIA Authors: Pat Romanski, Gary Arora, Zakia Bouachraoui, Yeshim Deniz, Liz McMillan

News Feed Item

Mining Power Group, Inc. and Vapor Group, Inc. Announce Dividend of Shares, and Rights Offering for, Simple Cork, Inc. in Connection to its Spin-off/IPO

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The Asset Purchase Agreement in its entirety is rescinded ab initio.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.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
Every organization is facing their own Digital Transformation as they attempt to stay ahead of the competition, or worse, just keep up. Each new opportunity, whether embracing machine learning, IoT, or a cloud migration, seems to bring new development, deployment, and management models. The results are more diverse and federated computing models than any time in our history.
On-premise or off, you have powerful tools available to maximize the value of your infrastructure and you demand more visibility and operational control. Fortunately, data center management tools keep a vigil on memory contestation, power, thermal consumption, server health, and utilization, allowing better control no matter your cloud's shape. In this session, learn how Intel software tools enable real-time monitoring and precise management to lower operational costs and optimize infrastructure...
"Calligo is a cloud service provider with data privacy at the heart of what we do. We are a typical Infrastructure as a Service cloud provider but it's been designed around data privacy," explained Julian Box, CEO and co-founder of Calligo, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Isomorphic Software is the global leader in high-end, web-based business applications. We develop, market, and support the SmartClient & Smart GWT HTML5/Ajax platform, combining the productivity and performance of traditional desktop software with the simplicity and reach of the open web. With staff in 10 timezones, Isomorphic provides a global network of services related to our technology, with offerings ranging from turnkey application development to SLA-backed enterprise support. Leadin...
While a hybrid cloud can ease that transition, designing and deploy that hybrid cloud still offers challenges for organizations concerned about lack of available cloud skillsets within their organization. Managed service providers offer a unique opportunity to fill those gaps and get organizations of all sizes on a hybrid cloud that meets their comfort level, while delivering enhanced benefits for cost, efficiency, agility, mobility, and elasticity.
DevOps has long focused on reinventing the SDLC (e.g. with CI/CD, ARA, pipeline automation etc.), while reinvention of IT Ops has lagged. However, new approaches like Site Reliability Engineering, Observability, Containerization, Operations Analytics, and ML/AI are driving a resurgence of IT Ops. In this session our expert panel will focus on how these new ideas are [putting the Ops back in DevOps orbringing modern IT Ops to DevOps].
Darktrace is the world's leading AI company for cyber security. Created by mathematicians from the University of Cambridge, Darktrace's Enterprise Immune System is the first non-consumer application of machine learning to work at scale, across all network types, from physical, virtualized, and cloud, through to IoT and industrial control systems. Installed as a self-configuring cyber defense platform, Darktrace continuously learns what is ‘normal' for all devices and users, updating its understa...
Enterprises are striving to become digital businesses for differentiated innovation and customer-centricity. Traditionally, they focused on digitizing processes and paper workflow. To be a disruptor and compete against new players, they need to gain insight into business data and innovate at scale. Cloud and cognitive technologies can help them leverage hidden data in SAP/ERP systems to fuel their businesses to accelerate digital transformation success.
Concerns about security, downtime and latency, budgets, and general unfamiliarity with cloud technologies continue to create hesitation for many organizations that truly need to be developing a cloud strategy. Hybrid cloud solutions are helping to elevate those concerns by enabling the combination or orchestration of two or more platforms, including on-premise infrastructure, private clouds and/or third-party, public cloud services. This gives organizations more comfort to begin their digital tr...
Most organizations are awash today in data and IT systems, yet they're still struggling mightily to use these invaluable assets to meet the rising demand for new digital solutions and customer experiences that drive innovation and growth. What's lacking are potent and effective ways to rapidly combine together on-premises IT and the numerous commercial clouds that the average organization has in place today into effective new business solutions.
Keeping an application running at scale can be a daunting task. When do you need to add more capacity? Larger databases? Additional servers? These questions get harder as the complexity of your application grows. Microservice based architectures and cloud-based dynamic infrastructures are technologies that help you keep your application running with high availability, even during times of extreme scaling. But real cloud success, at scale, requires much more than a basic lift-and-shift migrati...
David Friend is the co-founder and CEO of Wasabi, the hot cloud storage company that delivers fast, low-cost, and reliable cloud storage. Prior to Wasabi, David co-founded Carbonite, one of the world's leading cloud backup companies. A successful tech entrepreneur for more than 30 years, David got his start at ARP Instruments, a manufacturer of synthesizers for rock bands, where he worked with leading musicians of the day like Stevie Wonder, Pete Townsend of The Who, and Led Zeppelin. David has ...
Darktrace is the world's leading AI company for cyber security. Created by mathematicians from the University of Cambridge, Darktrace's Enterprise Immune System is the first non-consumer application of machine learning to work at scale, across all network types, from physical, virtualized, and cloud, through to IoT and industrial control systems. Installed as a self-configuring cyber defense platform, Darktrace continuously learns what is ‘normal' for all devices and users, updating its understa...
Dion Hinchcliffe is an internationally recognized digital expert, bestselling book author, frequent keynote speaker, analyst, futurist, and transformation expert based in Washington, DC. He is currently Chief Strategy Officer at the industry-leading digital strategy and online community solutions firm, 7Summits.
Addteq is a leader in providing business solutions to Enterprise clients. Addteq has been in the business for more than 10 years. Through the use of DevOps automation, Addteq strives on creating innovative solutions to solve business processes. Clients depend on Addteq to modernize the software delivery process by providing Atlassian solutions, create custom add-ons, conduct training, offer hosting, perform DevOps services, and provide overall support services.