Affidavit of Company to Remove Restrictive Legend
I, Lawrence Twombly, the undersigned Officer of Fernhill Beverage, Inc., hereby affirm that the following is true and correct and can be relied upon in determining whether our shareholders can sell their stock under the safe harbor resale provisions of Rule 144:
1. The Company is not now and has never been a shell company. The Company has at no time been a shell company as defined as a company with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets.
2. The underlying security in this transaction was not issued during a time that the company would have been deemed to be a shell company.
3. I have seen and carefully reviewed a copy of Rule 144. I do not have any reason to believe that the proposed sale of the Securities would not comply with Rule 144. I understand that an attorney providing a legal opinion regarding reliance on the Rule 144 exemption will rely upon these statements herein. If any such statements become inaccurate or incomplete, the attorney providing the opinion will be immediately notified.
4. Specifically, I am aware of Rule 144(d)(1)(ii). This transaction meets all of the requirements of SEC Rule 144(d)(1)(ii) necessary to have the restrictive legend removed from the certificates.
5. Payment in full for the securities, whether by payment in cash, exchange of securities, dividend, services rendered or other valuable consideration, was made by at least six months prior to the date of this letter.
6. Current Public Information regarding the nature of business, the identity of officers and directors, and financial statements, are publicly available at www.otcmarkets.com.
7. None of the individuals receiving stock in this transaction are an affiliate of the Company and have not been an affiliate within the past 90 days.
Note: The distribution tacks back to the payable date of 01/27/2017. The 1-year maturity date is 01/27/2018.
The terms of distribution were (FINRA approved): for every 10 shares of the parent company (V Group, Inc. cusip #918225 10 3) on the record date the shareholders will receive 1 restricted share (standard 144 restriction) of the spinoff company (Fernhill Beverage Inc. cusip #315218 10 7). All fractional shares were rounded up to the next whole share.
Record Date: 06/10/2017
Payable Date: 01/27/2017
This is a ‘blanket statement” for all shares issued for the event.
No opinion letter will be required to remove the legend once the 12-month maturing date has been reached.
Date: ______________
Fernhill Beverage, Inc.
_____________________
Lawrence Twombly
Capacity: Chairman
