Connexus Corporation (CNXS)

[Gaintrader]

BRZG REVERSE SPLIT declared effective 12/16, now only 19 days away;

http://ih.advfn.com/p.php?pid=nmona&article=64818134

CONEXUS CATTLE CORP.

To the Stockholders of Conexus Cattle Corp.:

This Information Statement is furnished by the Board of Directors of Conexus Cattle Corp., a Nevada corporation (the “Company”), to holders of record of the Company’s common stock, par value $0.001 per share (“Common Stock”), series B 8% convertible preferred stock, par value $0.001 per share (“Series B Preferred Stock”), and series C 8% convertible preferred stock, par value $0.001 per share (“Series C Preferred Stock”), which constitute all of the Company’s outstanding voting stock, at the close of business on December 11, 2014, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The purpose of this Information Statement is to inform the Company’s stockholders that the Board of Directors recommended on December 11, 2014, and holders of a majority of the outstanding voting stock of the Company acted by written consent thereafter, to approve a grant of discretionary authority to the Board of Directors of the Company to implement a reverse stock split of the outstanding shares of Common Stock on the basis of one post-reverse split share for up to every one thousand (1,000) pre-reverse split shares (for example, if you own 1,000 shares now, you will own 1 share after the reverse stock split) to occur as soon as practicable, but in no event later than 90 days after the date of this Information Statement, with the exact time of the reverse stock split and the exchange ratio of the reverse split to be determined by the Board of Directors of the Company. A proposed up to 1-for-1,000 reverse stock split of the outstanding shares of Common Stock would reduce the outstanding shares of Common Stock from 2,387,368,551 shares to 2,387,369 shares, and the shares of Common Stock issuable upon conversion of the outstanding Series B Preferred Stock from 29,484,001,611shares to 29,484,002 shares and Series C Preferred Stock (subject to a 9.99% beneficial ownership limitation applicable to each holder) from 9,539,924,730 shares to 9,539,925 shares.

With the reverse stock split, the Company believes its share price will increase to a level that satisfies the OTCQB marketplace’s minimum stock price level and enhances (rather than detracts from) the Company’s perception, potential investor interest and commercial credibility. (The OTCQB marketplace and the BRZG BOD both don't even perceive BRZG as currently being a credible investment? HMMM, I wonder why... LOL!)

As of the record date, 2,387,368,551 shares of Common Stock, 13,000 shares of Series B Preferred Stock and 7,000 shares of Series C Preferred Stock were issued and outstanding. Each share of Common Stock outstanding entitles the holder to one vote on all matters brought before the stockholders. Each share of Series B Preferred Stock outstanding entitles the holder to 60,255.214 votes, provided that, prior to April 7, 2017, if the Series B conversion ratio converts into a number of shares of Common Stock totaling less than 61.75% of the then outstanding shares of Common Stock, then the Series B conversion ratio will be adjusted such that the Series B Preferred Stock will be convertible into 61.75% of the then outstanding shares of Common Stock and carry that percentage vote on all matters brought before the stockholders. Each share of Series C Preferred Stock outstanding entitles the holder to 51,647.326 votes, provided that, prior to April 7, 2017, if the Series C conversion ratio converts into a number of shares of Common Stock totaling less than 33.25% of the then outstanding shares of Common Stock, then the Series C conversion ratio will be adjusted such that the Series C Preferred Stock will be convertible into 33.25% of the then outstanding shares of Common Stock and carry that percentage vote on all matters brought before the stockholders. Holders of an aggregate of 24,489,571,346 shares out of a total of 30,132,279,234 shares, or 81.3% of the Company’s outstanding voting stock (i.e., the Company’s outstanding shares of Common Stock, plus the Company’s outstanding shares of Series B Preferred Stock and Series C Preferred Stock on an as-converted-to-Common-Stock basis), voted in favor of the grant of the discretionary authority to the Board of Directors of the Company to effect the reverse stock split of the outstanding shares of Common Stock. Our executive officers and directors have the power to pass the proposed corporate action without the concurrence of any of the Company’s other stockholders.

As a result of requirements under applicable federal securities and state law, the stockholder consent will not be effective, and therefore the grant of discretionary authority to effect the reverse stock split and the filing of the Certificate of Amendment of the Articles of Incorporation cannot occur, until at least 20 calendar days after this Information Statement is sent or given to the stockholders of record as of the record date.

We appreciate your continued support and confidence in the Company.

Very truly yours,

/s/ Stephen J. Price
Stephen J. Price
Chief Executive Officer

Hendersonville, Tennessee
December 16, 2014