C07056-2020

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Oct 7, 2020
2. SEC Identification Number
CS201013282
3. BIR Tax Identification No.
007-851-927-000
4. Exact name of issuer as specified in its charter
AXELUM RESOURCES CORP.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
ICS Bldg. Tiano-Montalvan Sts. Cagayan de Oro City Postal Code 9000
8. Issuer's telephone number, including area code
02-88510715
9. Former name or former address, if changed since last report
n/a
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common 3,941,721,000
11. Indicate the item numbers reported herein
9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Axelum Resources Corp.AXLM

PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendments to By-Laws

Background/Description of the Disclosure

The amended provisions of the Amended By-Laws refer to amendments to the following: Article II (Meetings of Stockholders) – Section 3 (Place of Meeting), Section 4 (Notice of Meeting), Section 5 (Quorum), and Section 7 (Manner of Voting); Article III (Board of Directors) – Section 10 (Board Committees), Section 13 (Executive Committee), Section 14 (Related Party Transaction Committee), Section 15 (Board Risk Oversight Committee) and Section 16 (Compensation).

Date of Approval by Board of Directors Oct 7, 2020
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable n/a
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article and Section Nos. From To
Article II, Section 3 Section 3. Place of Meeting – Stockholders meetings, whether regular or special, shall be held in the principal office of the corporation or at any place designated by the Board of Directors in the city or municipality where the principal office of the corporation is located. Section 3. Place of Meeting – Stockholders meetings, whether regular or special, shall be held in the principal office of the corporation or at any place designated by the Board of Directors in the city or municipality where the principal office of the corporation is located. Subject to such rules and regulations as may be promulgated by the Securities and Exchange Commission, meetings of the stockholders may be held by means of remote communication.
Article II, Section 4, 1st par. Section 4. Notice of Meeting – Notices for regular or special meetings of stockholders together with an agenda for such meeting may be sent by the Secretary by personal delivery or by mail at least ten (10) business days or such other periods required by law prior to the date of the meeting to each stockholder of record at his last known address. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called. Section 4. Notice of Meeting – Notices for regular or special meetings of stockholders together with an agenda for such meeting may be sent by the Secretary by personal delivery, by mail or by other means allowed by law and the rules and regulations as may be promulgated by the Securities and Exchange Commission at least twenty-eight (28) days or such other periods required by law prior to the date of the meeting to each stockholder of record at his last known address. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called.
Article II, Section 5, 1st par. Section 5. Quorum – Unless otherwise provided by law, in all regular or special meeting of stockholders, at least 51% of the total issued and outstanding capital stock must be present or represented in order to constitute a quorum. Section 5. Quorum – Unless otherwise provided by law, in all regular or special meeting of stockholders, at least 51% of the total issued and outstanding capital stock must be present or represented in order to constitute a quorum. Stockholders, voting through remote communication or in absentia, electronically or otherwise, shall be deemed present for purposes of determining the existence of a quorum.
Article II, Section 7 Section 7. Manner of Voting – At all meetings of stockholders, a stockholder may vote in person or by proxy. Unless otherwise provided in the proxy, it shall be valid only for the meeting at which it has been presented to the Secretary. All proxies must be in the hands of the Secretary before the time set for the meeting. Proxies filed with the Secretary may be revoked by the stockholders either in an instrument in writing duly presented and recorded with the Secretary, prior to a scheduled meeting or by their personal presence at the meeting. Section 7. Manner of Voting – At all meetings of stockholders, a stockholder may vote in person or proxy, through remote communication or in absentia, electronically or otherwise, subject to compliance with such rules and regulations as may be issued by the Securities and Exchange Commission. Unless otherwise provided in the proxy, it shall be valid only for the meeting at which it has been presented to the Secretary. All proxies must be in the hands of the Secretary before the time set for the meeting. Proxies filed with the Secretary may be revoked by the stockholders either in an instrument in writing duly presented and recorded with the Secretary, prior to a scheduled meeting or by their personal presence at the meeting.
Article III, Section 10 Section 10. Board Committees – The Board of Directors shall constitute an Audit Committee and a Corporate Governance and Nomination Committee. In addition, the Board of Directors may create other purely internal committees or commissions with the powers determined by the Board of Directors. Section 10. Board Committees – The Board of Directors shall constitute an Audit Committee, a Corporate Governance and Nomination Committee, an Executive Committee, a Related Party Transaction Committee, and a Board Risk Oversight Committee. In addition, the Board of Directors may create other purely internal committees or commissions with the powers determined by the Board of Directors.
Article III, Section 13 Section 13. Compensation – By resolution of the Board, each director shall receive a reasonable per diem allowance for his attendance at each meeting of the Board. As compensation, the Board shall receive and allocate an amount of not more than ten percent (10%) of the net income before income tax of the corporation during the preceding year and shall be determined and apportioned among the directors in such manner as the Board may deem proper, subject to the approval of stockholders representing at least a majority of the outstanding capital stock at a regular or special meeting of the stockholders. Section 13. Executive Committee – The Board of Directors shall create an Executive Committee which shall be composed of four (4) members appointed by the Board of Directors. All members must have relevant knowledge and/or experience in areas of accounting, auditing and finance. The Executive Committee shall have the powers and responsibilities established by law as well as any additional powers assigned to it by the Board of Directors.
Article III, Section 14 n/a Section 14. Related Party Transaction Committee – The Board of Directors shall create a Related Party Transaction Committee which shall be composed of three (3) members appointed by the Board of Directors, majority of whom should be independent directors including the Chairman. All members must have relevant knowledge and/or experience in areas of accounting, auditing and finance. The Related Party Transaction Committee shall have the powers and responsibilities established by law as well as any additional powers assigned to it by the Board of Directors.
Article III, Section 15 n/a Section 15. Board Risk Oversight Committee – The Board of Directors shall create a Board Risk Oversight Committee which shall be composed of three (3) members appointed by the Board of Directors, majority of whom should be independent directors including the Chairman. All members must have relevant knowledge and/or experience in areas of accounting, auditing and finance. The Board Risk Oversight Committee shall have the powers and responsibilities established by law as well as any additional powers assigned to it by the Board of Directors.
Article III, Section 16 n/a Section 16. Compensation – By resolution of the Board, each director may receive: 1) a monthly allowance, and 2) a reasonable per diem for his attendance at each meeting of the Board. As additional compensation, the directors shall collectively receive a total amount of not more than five percent (5%) of the net income before income tax of the corporation during the preceding year, which amount shall be determined and apportioned in such manner at the discretion of the Chairman of the Board.
Rationale for the amendment(s)

The amendments are being made to conform to the Revised Corporation Code and the regulations of the Securities and Exchange Commission on allowing stockholders to participate and vote in meetings through remote communication or other alternative modes of communication, to provide for additional board committees pursuant to best corporate governance practice, and to provide the policy on compensation of directors.

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC TBA
Expected date of SEC approval of the Amended By-Laws TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

none

Other Relevant Information

none

Filed on behalf by:
Name Dominic Isberto
Designation Compliance Officer