To the Stockholders of Bonanza Oil & Gas, Inc.
The purpose of this information statement is to inform you that on December 3, 2009, the Board of Directors (the “ Board of Directors ”) of Bonanza Oil & Gas, Inc. (the “ Company ”) approved and recommended that the Company’s charter be amended (i) that the Company’s Articles of Incorporation be amended to increase the Company’s authorized shares of common stock to 1,500,000,000 shares from 60,000,000 which will be increased to 120,000,000 shares on January 20,2010 (the effective date of a planned forward split) shares (the “Increase”); and (ii) approved, recommended and authorized the creation of 10,000,000 shares of Series D Preferred Shares, which shall be blank check preferred shares, and 10,000,000 shares of Series E Preferred Shares, which shall be blank preferred shares (the “Preferred Creation”).
On December 3, 2009, the holders of a majority of the outstanding shares of voting capital stock of the Company executed a written consent adopting and approving the Increase and the Preferred Creation (the “Written Consent”). Pursuant to the provisions of the Nevada Revised Statutes (the “NRS”) and the Company’s Articles of Incorporation, the holders of at least a majority of the outstanding voting shares are permitted to approve the Increase and the Preferred Creation by written consent in lieu of a meeting, provided that notice of such action is given to the other shareholders of the Company. This written consent assures that the Increase and the Preferred Creation will occur without your vote. Pursuant to the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), an information statement must be sent to the holders of voting stock who do not sign the written consent at least 20 days prior to the effective date of the action. This notice, which is being sent to all holders of record on December 302009 (the “Record Date”), is intended to serve as the information statement required by the Exchange Act.