SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934.
Filed by the Registrant | [X] |
Filed by Party other than the Registrant | [ ] |
[ ] | Preliminary Information Statement |
[ ] | Confidential, for Use of the Commission Only [as permitted by Rule 14a-6(e)(2)] |
[X] | Definitive Information Statement |
[ ] | Definitive Additional Materials |
[ ] | Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 |
METALEX RESOURCES, INC.
(Exact name of Registrant as specified in its charter.)
Commission File number 000-51425
Payment of Filing Fee (Check the appropriate box):
[X] | No fee required. | |
[ ] | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11: | |
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| 3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule O-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
4. | Proposed maximum aggregate value of transaction: | |
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[ ] | Fee paid previously with preliminary materials. | |
[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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METALEX RESOURCES, INC.
1811 East 17th Avenue
Spokane, Washington 99203
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to stockholders of Metalex Resources, Inc., a Nevada corporation (the "Company") in connection with the prior receipt by the Board of Directors of approval by written consent of the holders of a majority of the Company's common stock of a proposal (the "Proposal") to approve an amendment (the "Amendment") to the Articles of Incorporation to change the name of the Company to Rancher Energy Corp.
The Board of Directors believes that it is advisable and in the best interests of the Company to change the name of the Company to reflect a change in its operational direction to oil and gas exploration, development and production.
The Company's business is expanding to include oil and gas exploration, development and production.
This information statement is being first sent to stockholders on or about March 17, 2006. The Company anticipates that the amendment will become effective on or about April 7, 2006, twenty-one (21) days after mailing.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Vote Required
The proposed amendment requires the approval of a majority of the outstanding shares of common stock. Each holder of common stock is entitled to one (1) vote for each share held. The record date for the purpose of determining the number of shares outstanding and for determining stockholders entitled to vote, is the close of business on March 1, 2006 (the "Record Date"), the day in which the Board of Directors of the Company adopted the resolution setting forth and recommending the Amendment to the Articles of Incorporation. As of the record date, the Company had Ninety-eight Million (98,000,000) shares of common issued and outstanding. Holders of the shares have no preemptive rights. All outstanding shares are fully paid and nonassessable. The transfer agent for the common stock is Pacific Stock Transfer and its address is 500 East Warm Springs Rd., Suite 240, Las Vegas, Nevada, 89119.
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Meeting Not Required
Nevada Revised Statutes 78.320(2) provides that any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by the stockholders holding at least a majority of the voting power.
Furnishing Information
This information statement is being furnished to all holders of common stock of the Company. The Company's Form 10-KSB for the period ending July 11, 2005 and subsequent reports filed with the Securities and Exchange Commission may be viewed on the Securities and Exchange Commission web site atwww.sec.gov in the Edgar Archives and are incorporated herein by reference. The Company is presently current in the filing of all reports required to be filed by it.
Dissenters Rights of Appraisal
There are no dissenter's rights of appraisal applicable this action to change the name of the Company.
Proposals by Security holders
No security holders entitled to vote have transmitted any proposals to be acted upon by the Company.
Security Ownership of Certain Beneficial Owner and Management
The following sets forth as of March 1, 2006 persons owning more than 5% of the common stock of the Company:
Name of Direct and | Number of | Percentage of |
Beneficial Owner | Shares | Ownership |
Andrei Stytsenko [1] | 70,000,000 | 71.43% |
[1] | The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. |
The Company is a publicly traded. Its shares are traded on the Bulletin Board operated by the National Association of Securities Dealers under the symbol "MLXR." The Company had 98,000,000 shares of common stock outstanding on March 1, 2006. Of the 98,000,000 shares of common stock outstanding, 28,000,000 shares are free trading and 70,000,000 shares are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933.
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PROPOSAL TO CHANGE THE NAME OF THE COMPANY
The Board of Directors has determined that it would be in the best interest of the Company to change the name of the Company from Metalex Resources, Inc. to Rancher Energy Corp. to reflect a change in its operational direction to oil and gas exploration, development and production.
The Company's business is expanded to include oil and gas exploration, development and production.
Reasons for the Proposal
Metalex Resources, Inc. is a mining corporation that is in the process of changing its business purpose to reflect its major operational direction to oil and gas exploration, development and production.
The Company decided to change its name from Metalex Resources, Inc. to Rancher Energy Corp. in order to more correctly reflect its major operational direction oil and gas exploration, development and production.
Vote Obtained
On February 28, 2006, the following persons and one entity executed a written consent approving the amendment to the Company's articles of incorporation to change the name of the Company to Rancher Energy Corp.:
Name of Direct and | Number of | Percentage of |
Beneficial Owner | Shares | Ownership |
Andrei Stytsenko | 70,000,000 | 71.43% |
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Certain Matters Related to the Proposal
The amendment to the articles of incorporation will become effective upon filing with the Secretary of State of Nevada. It is anticipated that the foregoing will take place twenty-one (21) days after this information statement is mailed to the Company's shareholders.
By Order of the Board of Directors | ||
Metalex Resources, Inc. | ||
BY: | ANDREI STYTSENKO | |
Andrei Stytsenko, sole member of the Board of Directors | ||
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