DBGF Panex Resources Inc (CE)

Item 1.  Information Required by Items of Schedule 14A.

a.

Introduction .

This Information Statement has been filed with the Securities and Exchange Commission and is being mailed or otherwise furnished to the registered stockholders of Panex in connection with the prior approval by the board of directors of Panex, and receipt by the board of approval by written consent of the holders of a majority of Panex’s outstanding shares of common stock, of a resolution to,

1.

amend the Fourth Article of the Articles of Panex Resources Inc. by increasing the authorized capital from 500,000,000 shares to 2,000,000,000 shares of common stock with a par value of $0.001 per share;

(the “ Resolution ”).

Section 78.320 of the Nevada Revised Statutes and the By-laws of Panex provide that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if stockholders holding at least a majority of the voting power sign a written consent approving the action.

On June 4, 2014, the board of directors of Panex approved and recommended the Resolution.  Subsequently, the holders of a majority of the voting power signed and delivered to Panex written consents representing at least 53% of the voting shares of common stock approving the Resolution, in lieu of a meeting.  Since the holders of the required majority of shares of common stock have approved the Resolution, no other votes are required or necessary and no proxies are being solicited with this Information Statement.

Panex has obtained all necessary corporate approvals in connection with the Resolution and your consent is not required and is not being solicited in connection with the approval of the Resolution.  This Information Statement is furnished solely for the purpose of informing stockholders in the manner required under the Securities Exchange Act of 1934 of these corporate actions before they take effect.

The Resolution will not become effective until (i) 21 days from the date this Information Statement is first mailed to the stockholders, or, (ii) such later date as approved by the board of directors, in its sole discretion.  The Certificate of Amendment will be filed with the Secretary of State of Nevada and is expected to become effective on or about July 8, 2014.

This Information Statement is dated June 17, 2014 and is first being mailed to stockholders on or about June 17, 2014.  Only stockholders of record at the close of business on June 4, 2014 are entitled to notice of the Resolution and to receive this Information Statement.

Panex Resources Inc.

Reasons for the Amendments to Articles

The amendment to the Articles of Incorporation of Panex to increase the authorized capital is being made, in part, to provide Panex with more flexibility and opportunities to conduct equity financings.  The Board of Directors believe that the amendment is in the best interests of Panes and its shareholders.  The Board of Directors believe that the increase is necessary so that Panex will have a sufficient number of authorized shares to meet its obligations to issue additional shares and for future contingencies.  The increase in authorized capital may also be necessary in order to have sufficient shares to issue upon conversion of notes, exercise of warrants and options.

The objective of the proposed change in the authorized capital structure of Panex is to allow for future issuances of shares of common stock of the Company in accordance with forward stock splits, proposed equity financings, debt settlement, and contractual provisions.  Moreover, based upon Panex’s historical losses from operations, Panex will require additional funding in the future.  If Panex cannot obtain capital through private offerings and financings or otherwise, its ability to execute developmental plans will be greatly limited. Historically, Panex has funded its operations through the issuance of equity.  Panex’s potential future cash flow and availability of financing may be subject to the appeal of private offerings, including the market prices of its shares of common stock.  Further, debt financing, if utilized, could lead to a diversion of cash flow to satisfy debt-servicing obligations and create restrictions on business operations.

The Board of Directors believe that an increase in the authorized capital structure will increase the marketability and liquidity of Panex in the future. The newly authorized shares of common stock will be available for issuance at the discretion and approval of Panex’s Board of Directors, without any further shareholder action.  Since the Board of Directors will have the authority to issue additional shares of common stock to provide additional financing in the future, the issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of common stock.  If Panex does issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders.  As a result of such dilution, a shareholder’s proportionate ownership interest and voting power will be decreased accordingly.  Further, any such issuances could result in a change of control.

Presently, Panex does not have any plans, proposals or arrangements, written or otherwise, to issue any of the newly available authorized shares of common stock for any purpose, including future acquisitions and/or financings, except for the following:

1.

$0.001 Private Placement

Panex has approved a conditional equity financing to raise up to $850,000 in working capital for operations, exploration and administration.  Subject to the effective increase in the authorized capital of Panex, as per the Resolution, Panex will offer up to 850,000,000 restricted shares of common stock at a price of $0.001 per share to raise the working capital.  Panex set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value.  All the restricted shares to be issued in this offering will be issued for investment purposes in “private transactions”.  

Panex plans to use the proceeds raised in this private placement to source, secure and vend in exploration projects of merit, which includes continual early stage exploration and due diligence work.  The proceeds will also be used to cover ongoing corporate costs.

The private placement offering will only be made to non-US subscribers outside the United States.  Panex will rely on Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission.  Management will ensure that Panex complies with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933.  The offering will not be a public offering and will not be accompanied by any general advertisement or any general solicitation.  Panex will require from each subscriber a completed and signed subscription agreement containing certain representations and warranties, including, among others, that (a) the subscriber is not a U.S. person, (b) the subscriber is subscribing for the shares for their own investment account and not on behalf of a U.S. person, and (c) there is no prearrangement for the sale of the shares with any buyer.  No offer will be made or accepted in the United States and the share certificates representing the shares will be issued bearing a legend with the applicable trading restrictions.

Panex Resources Inc.

If Panex is successful in completing this private placement, existing stockholders will experience significant dilution of their interest in Panex.

As of the date of this information statement, Panex has received, but not yet accepted, subscriptions in the amount of $723,700 for this private placement.  Included in these subscriptions, Mark Gasson, the CEO of Panex, has subscribed for $25,000 (25 million restricted shares of common stock), and Ross Doyle, the CFO of Panex, has subscribed for $40,000 (40 million restricted shares).

Panex is not aware of any change of control.  However, there could be a change of control if an investor subscribes for a large enough number of shares in the private placement and Panex accepts such subscription.

Potential Anti-takeover Effect

Release No. 34-15230 of the staff of the Securities and Exchange Commission requires disclosure and discussion of the effects of any shareholder proposal that may be used as an anti-takeover device.  The additional unissued common stock that will be available for issuance following the approval of the Resolution could have material anti-takeover consequences, including the ability of Panex’s board of directors to issue additional shares of common stock without additional shareholder approval because unissued shares of common stock could be issued by Panex’s board of directors in circumstances that may have the effect of delaying, deterring or preventing takeover bids.  For example, without further shareholder approval, Panex’s board of directors could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover.  In addition, because shareholders do not have preemptive rights under the Articles of Incorporation, the rights of existing shareholders may (depending on the particular circumstances in which the additional shares of common stock are issued) be diluted by any such issuance and increase the potential cost to acquire control of Panex.

Also, the increase in the number of unissued shares of common stock that could be issued as a result of the approval of the Resolution may affect the rights of existing holders of common stock to the extent that future issuances of shares of common stock reduce each existing shareholder’s proportionate ownership and voting rights in Panex.  In addition, possible dilution caused by future issuances of shares of common stock could be accompanied by a decline in the market price of Panex’s shares, assuming a market for Panex’s shares of common stock continues.

In proposing the Resolution Panex’s board of directors was, in part, motivated by its desire to provide sufficient shares to permit the acquisition of other assets and financial considerations, and not by the threat of any attempt to accumulate shares or otherwise gain control of Panex.  However, shareholders should nevertheless be aware that approval of Resolution could facilitate future efforts to deter or prevent changes of control in the future.

Other than the Resolution, the Board of Directors does not currently contemplate the adoption of any other amendments to the Articles of Incorporation that could be construed to affect the ability of third parties to take over or change the control of Panex.  While it is possible that management could use the additional shares to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of the independent stockholders, Panex currently has no intent or plans or proposals to employ the additional unissued authorized shares as an anti-takeover device or to adopt other provisions or enter into other arrangements that may have anti-takeover ramifications.

Panex has no anti-takeover mechanisms present in its governing documents or otherwise.  Panex confirms that there are no plans or proposals to adopt any such provisions or mechanisms or to enter into any arrangements that may have material anti-takeover consequences.  

Other provisions of Panex’s Articles of Incorporation and Bylaws may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control of Panex or changing its Board of Directors and management.  According to Panex’s Articles of Incorporation and Bylaws, the holders of Panex’s common stock do not have cumulative voting rights in the election of Panex’s directors.  The combination of the present ownership by a few stockholders of a significant portion of Panex’s issued and outstanding common stock and lack of cumulative voting makes it more difficult for other stockholders to replace Panex’s Board of Directors or for a third party to obtain control of Panex by replacing its Board of Directors.

Panex Resources Inc.

However, Nevada, like many other states, permits a corporation to adopt a number of measures designed to reduce a corporation's vulnerability to unsolicited takeover attempts through amendment of the corporate charter or bylaws or otherwise, such as certain defensive strategies that include, but are not limited to, the adoption of a severance plan for management and key employees, which becomes effective upon the occurrence of a change in control, the establishment of a staggered board of directors, the elimination of the right to remove a director other than for cause, and the authorization of preferred stock, the rights and preferences of which may be determined by the board.  None of these measures have been adopted by Panex nor will be adopted as part of the Resolution.

Dissenters’ Right of Appraisal .

Neither the Articles and By-laws of Panex nor the Nevada Revised Statutes provide for dissenters’ rights of appraisal in connection with the Resolution.

b.

Voting Securities and Principal Holders Thereof

As of June 4, 2014, there were 417,236,507  outstanding shares of common stock of Panex, each of which was entitled to one vote for the purpose of approving the Resolution.  Stockholders of record at the close of business on June 4, 2014 (the date of the stockholders’ written consent) were furnished copies of this Information Statement.

Panex confirms that there are no convertible securities in existence that are convertible into shares of common stock.

(i)