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Re: Mr. Bill post# 5539

Friday, 04/28/2017 2:59:52 PM

Friday, April 28, 2017 2:59:52 PM

Post# of 14382
Filing of Mr Beckett taking over etc..

Item 5.01


Changes in Control of Registrant




Brinx Resources Ltd. was a party to litigation styled Jeffrey R. Beckett, Plaintiff, vs Brinx Resources Ltd., a Nevada corporation, Kenneth A. Cabianca, an individual, Georgia Knight, an individual, and Sarah Cabianca, an individual, Defendants , Case No. 3:13-cv-00342-LRH-WGC and that case filed in the County of Washoe, Case No. CV-13-00834. On or about June 25, 2015, the parties entered into a Settlement Agreement and Mutual Release. Additional documentation was executed including:




(1) Irrevocable Proxy executed by Kenneth A. Cabianca on June 30, 2015;




(2) Surrender and Relinquishment of All Ownership of All Series A Preferred Stock of Brinx Resources Ltd. owed by Kenneth A. Cabianca dated July 2, 2015;




(3) Action by Consent in Writing In Lieu of Special Meeting of the Directors of Brinx Resources Ltd. dated as of July 1, 2015 executed by sole director Kenneth A. Cabianca;




(4) Resignation from the Board of Directors of Brinx Resources Ltd. of Christopher Mulgrew dated June 29, 2015;




(5) Resignation of Georgia Knight as Director of Brinx Resources Ltd. effective June 30, 2015;




(6) Resignation from the Board of Directors of Brinx Resources Ltd. of Kenneth Cabianca dated July 2, 2015;




(7) Resignation of Kenneth A. Cabianca as President of Brinx Resources Ltd. dated July 20, 2015;




(8) Action by Consent in Writing In Lieu of Special Meeting of the Directors of Brinx Resources Ltd. dated as of July 9, 2015 executed by Joe Thompson and Leo Dagle appointing Jeffrey Beckett as a Director;




(9) Release of Cabianca Parties and Beckett by Brinx executed by Joe Thompson, Leo Dagle and Jeffrey Beckett;




(10) Stipulation and Order for Dismissal with Prejudice of the pending case.




These documents resolved all claims by and between the parties and resulted in the appointment of Jeffrey Beckett as a Director, Joe Thompson as a Director and Leo Dagle as a Director, with Mr. Beckett as Chairman. Further, Mr. Beckett was appointed as President of Brinx Resources Ltd. As indicated above, Mr. Cabianca surrendered all of the Series A Preferred Stock of Brinx Resources Ltd. previously issued to Mr. Cabianca by Brinx Resources Ltd. All parties to the litigation executed mutual releases and no cash consideration was paid.