6-K - FECOF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of May 2022

Commission File Number 000-17729

FEC RESOURCES INC.

| (Translation of registrant’s name into English) |

Suite 2300, Bentall 5

550 Burrard Street

Vancouver, British Columbia

Canada V6C 2B5

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F ☐ Form 20-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Exhibits

Exhibit 99.1	Management Discussion and Analysis of Financial Condition and Results of Operations for the three month periods ended March 31, 2022 and 2021 of FEC Resources Inc.
Exhibit 99.2	Unaudited condensed financial statements of FEC Resources Inc. for the three month periods ended March 31, 2022 and 2021 of FEC Resources Inc.
Exhibit 99.3	Certification of March 31, 2022 quarterly filings – CEO
Exhibit 99.4	Certification of March 31, 2022 quarterly filings – CFO
Exhibit 99.5	Press Release - April 13, 2022
Exhibit 99.6	Notice of Meeting – May 20, 2022
Exhibit 99.7	Information Circular - May 20, 2022
Exhibit 99.8	Form of Proxy - May 20, 2022
Exhibit 99.9	Voting Instruction Form

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FEC Resources Inc.

| | (Registrant) | |

| Date: May 25, 2022 | | |

| | By: | /s/ Daniel Carlos |

| | | Daniel Carlos |

| | | President and Chief Executive Officer |

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fecof_ex991.htm EXHIBIT 99.1

FEC RESOURCES INC. (the “Company”)

MANAGEMENT DISCUSSION AND ANALYSIS

OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

FOR THE QUARTER ENDED MARCH 31, 2022

(all funds in US dollars unless otherwise stated)

THE FOLLOWING MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”) IS PROVIDED AS OF MAY 19, 2022 AND SHOULD BE READ IN CONJUNCTION WITH THE CONDENSED UNAUDITED INTERIM FINANCIAL STATEMENTS AND NOTES FOR THE PERIOD ENDED MARCH 31, 2022 AND THE AUDITED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED DECEMBER 31, 2021. THOSE FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”) AS ISSUED BY THE INTERNATIONAL ACCOUNTING STANDARDS BOARD (“IASB”).

Forward-Looking Statements

Certain statements in this MD&A, including statements regarding the Company’s current funds on hand being able to secure the Company for the foreseeable future, and the Company’s ability to raise new money by way of loans or the issuance of new shares to meet its working capital needs and future plans and objectives of the Company are forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements. Material risk factors that could cause actual results to differ materially from the forward-looking information include unforeseen expenses which the Company may incur and which expenses could cause current funds on hand to not be adequate to secure the Company for the foreseeable future, or arrange debt or equity financing if required to meet working capital needs and other risks and uncertainties as disclosed under the heading “Risk Factors” herein. The Company has assumed that it would not be incurring significant expenses in the short term that would exceed its current funds on hand. The reader is also cautioned that should Forum Energy Limited (“FEL”) find it necessary to raise capital to fund its current and future business, the Company’s interest in FEL may be diluted because the Company may not have the resources to participate if provided the opportunity to do so. The reader is also cautioned that assumptions used in the preparation of such information, while considered reasonable by the Company at the time, may prove to be incorrect. The Company has no policy for updating forward-looking information beyond the procedures required under applicable securities laws.

Overall Performance

Forum Energy Limited (“FEL”)

As at March 31, 2022 the Company held 6,117,238 shares (6,117,238 shares at December 31, 2021) representing a 6.80% interest (6.80% at December 31, 2021) of the capital of FEL, a private company, which has participating interests in eleven (11) oil and gas blocks in the Philippines through various subsidiaries. FEL’s subsidiaries are Forum Energy Philippines Corporation (“FEPC”), Forum (GSEC 101) Limited (“FGL”), and ForumPH SC72 Holdings, Inc. (“ForumPH”). FEL and the Company are both ultimately under the control of PXP Energy Corporation (“PXP”) and are therefore affiliates.

1

On April 14, 2020, FEL completed a fund raising of US$2,500,000 which was achieved by FEL issuing new shares at a price of US$0.30 each.

In advance of FEC’s Rights Offering, PXP paid FEC’s share of FEL’s financing thus allowing FEC to maintain its 6.8% interest in FEL at a cost of approximately $170,111. On July 31, 2020, the date of the closing of the Company’s Rights Offering, FEC settled this amount by issuing 75,605,066 shares to PXP at a price of $0.00225.

The following information related to PXP or FEL has been provided to us by PXP or FEL, as we do not have direct knowledge of such information.

PXP holds a 79.13% controlling interest in FEL, with 72.33% held directly and 6.80% held indirectly through its 78.39% shareholding of the Company. FEL is a company incorporated under the laws of England and Wales with focus on the Philippines and has: (a) a 70% operating interest in Service Contract (“SC”) 72 Recto Bank, which covers the Sampaguita natural gas discovery in offshore West Palawan, held through FGL; (b) minority interests in the SC 6 and SC 14 sub-blocks in offshore Northwest Palawan, including a 3.21% interest in the producing Galoc Field, held through FEPC; and (c) a 100% operating interest in SC 40 North Cebu held through FEPC’s 66.67%-held subsidiary, Forum Exploration Inc. (“FEI”).

A summary of FEL’s interests are as follows:

SC Block	% interest			Currently Producing

| SC 72 Recto Bank | | 70 | % | No |

| SC 40 North Cebu | | 66.67 | % | No |

| SC 14C-1 Galoc | | 3.21 | % | Yes |

| SC 6A Octon | | 5.56 | % | No |

| SC 6B Bonita | | 2.45 | % | No |

| SC 14A Nido | | 8.47 | % | No |

| SC 14B Matinloc | | 12.41 | % | No |

| SC 14B-1 N. Matinloc | | 19.46 | % | No |

| SC 14C-2 W. Linapacan | | 9.10 | % | No |

| SC 14D Retention Area | | 8.17 | % | No |

| SC 14 Tara | | 10 | % | No |

Following is a brief description of the properties of FEL together with production details where appropriate.

SC 72 Recto Bank

FEL’s principal asset is a 70% participating interest in SC 72 (previously Geophysical Survey and Exploration Contract No. 101 (“GSEC 101”)), a petroleum license located in the Recto Bank, offshore west of Palawan Island, the Philippines. The remaining 30% of SC 72 is owned by Monte Oro Resources & Energy Inc., a company incorporated in the Philippines, who is involved in a joint venture with FEL with respect to SC 72.

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On February 15, 2010, the GSEC 101 licence was converted to Service Contract 72 and FEL immediately conducted geological and geophysical works to further evaluate the block and to fulfill its commitment to the government. SC 72 covers 8,800 square kilometers, which is 85% of the area covered by GSEC 101.

Exploration in the area began in 1970, and in 1976, gas was discovered in the Sampaguita structure following the drilling of a well. To date, a total of three wells have been drilled at the southwest end of the structure. Two of the wells tested gas at rates warranting further exploration.

In early 2011, FEL acquired 2,202 line-km of 2D seismic, gravity, and magnetic data over SC 72 to further define leads. Also, 565 square kilometers of 3D seismic data were acquired over the Sampaguita Field (the “Sampaguita 3D”).

The 2D seismic data were reprocessed in 2013 and were subsequently interpreted, aided by gravity-magnetics data that were interpreted by Fugro and Cosine Ltd. (“Cosine”) in 2012 and 2015, respectively. In 2015, Arex Energy produced a report on the North Bank area, located northwest of the Sampaguita Field, and estimated the prospective resources to be significant enough to continue with exploration of the concession.

Also in October 2018, FEL started the Broadband and Pre-Stack Depth Migration (“PSDM”) reprocessing of the Sampaguita 3D seismic data with DownUnder GeoSolutions (“DUG”), a company based in Perth, Australia, as contractor. The reprocessing work was completed in June 2019 and costs around US$490,000, including quality control supervision.

In October 2019, the Philippines’ Department of Foreign Affairs (“DFA”) announced that the Philippines and China had officially convened an Intergovernmental Steering Committee that will supervise projects under the two countries’ joint oil and gas exploration in the West Philippine Sea. The DFA further announced that the Steering Committee held its first meeting in Beijing on October 28, 2019. Under the Memorandum of Understanding (“MOU”), the Steering Committee will create one or more inter-Entrepreneurial Working Groups that will agree on entrepreneurial, technical, and commercial aspects of cooperation on certain areas in the West Philippine Sea. China has appointed China National Offshore Oil Corporation (“CNOOC”) as representative to the Working Group(s). FEL will be the representative to the Working Group that will be created for SC 72. The Steering Committee also agreed to hold the second meeting in the Philippines in early 2020, however, it was being deferred due to the COVID-19 pandemic.

On October 16, 2020, FEL received notice from the Philippine Department of Energy (“DOE”) that the force majeure (“FM”) imposed on SC 72 on December 15, 2014 was lifted with immediate effect and that FEL was to resume exploration activities on SC 72. FEL has 20 months from the date of lifting of the FM to drill two (2) commitment wells. The total cost of drilling these wells depends on a number of factors, the Company’s management estimates the total work to be between US$70 million and US$100 million. It is important to note that, to date, there has been no announcement of any agreement between FEL and CNOOC in relation to SC 72.

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Since then, the 2021 and 2022 Work Program and Budget for SC 72 was approved by the DOE. Preparations for drilling activities, including the purchase of long lead items, requisitions for other materials, and signing up of technical services, have been undertaken for the conduct of geophysical and geotechnical surveys, and the drilling of wells Sampaguita 4 and Sampaguita 5 starting second quarter of 2022.

On April 6, 2022, FGL as operator under Service Contract No. 72, received a directive from the DOE to “put all on hold all exploration activities for SC 72 until such time that the Security, Justice and Peace Coordinating Cluster (“SJPCC”) has issued the necessary clearance to proceed.” On April 11, 2022, as a result of not receiving the necessary clearance, force majeure was once again declared on SC 72.

SC 40 North Cebu

A 100% operating interest in SC 40 is held by FEPC’s 66.67% owned subsidiary FEI.

SC 40 is located in the Visayan Basin in the central part of the Philippine Archipelago and covers an area of 340,000 hectares in the northern part of Cebu Island and adjacent offshore areas. It contains the Libertad Gas Field and several other prospects.

A land gravity survey was conducted in the municipalities of Daanbantayan and Medellin from April 2 to 27, 2018. A total of 94 gravity stations were acquired at a spacing of 200m to 500m. The processing and interpretation of the gravity data was carried out in two (2) stages. The first stage is a 3D inverse grid depth modelling which was undertaken by contractor Cosine. This was completed in early 2019. The second stage is a detailed stratigraphic 3D multi-sectional model done in-house by the FEL technical team under Cosine’s quality control supervision. During this stage, a number of possible carbonate bodies were identified in certain areas of the block. Delineation of this features required additional data, thus a gravity survey was conducted in the first quarter of 2020.

On November 21, 2019, FEL submitted the WP&B for 2020, which includes the continuation of the Gravity Interpretation – Stage 2, Radioactive Waste Management, and the conduct of a Land Gravity Survey. This was approved by the DOE on December 2, 2019. The radioactive wastes, which were part of FEL’s wireline logging tools, were safely transported from Daanbantayan, Cebu and turned over to the Philippine Nuclear Research Institute in February 2020. Thereafter, FEL applied for the termination of its Radioactive Materials License. However, one of the conditions for the termination of license is the certification that the facilities are not contaminated. This will require measurement of radioactivity in the site post removal of the radioactive materials, which will have to wait until travel restrictions have been eased and/or the safety of the personnel from COVID-19 can be guaranteed.

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The 2020 Land Gravity Survey is for the acquisition of gravity data along profiles in parts of the Municipality of Daanbantayan and Bogo City that aims to further delineate the carbonate bodies detected in the said areas by the initial 3D gravity modelling exercise in 2019. The survey began on February 18, 2020 and was completed on March 14, 2020. A total of 84 stations, 300m to 500m apart were acquired during the survey. FEL has completed the correction of meter readings, coordinates, and elevations of gravity stations acquired during the survey. All corrected gravity data were forwarded to a geophysical contractor, Cosine Ltd, for data reduction, processing, and interpretation. The report for the first phase of gravity interpretation was received from Cosine Ltd in early December 2020 and submitted to the DOE in February 2021 after its review by FEL’s technical team . The second phase of the study, which involves depth modeling and identification of gravity prospects and leads, is ongoing.

SC 14 C-1 Galoc

Block C-1 Galoc has an area of 164 square kilometers and contains the producing Galoc Oil Field.

On July 12, 2018, Tamarind Galoc Pte Ltd, a subsidiary of Singapore-based Tamarind Resources Pte Ltd (“Tamarind”), acquired Nido Petroleum’s subsidiaries Galoc Production Company WLL (“GPC”) and Nido Production (Galoc) Pte Ltd, giving Tamarind 55.88% equity and operatorship of the Galoc Field.

Gross production for 2020 averaged 1,900 barrels of oil per day (“BOPD”) [2019 – 2,045 BOPD]. FEPC’s share is approximately 48.4 BOPD [2019 – 46 BOPD]. This represents a slight increase of 5.4% associated with the increase in participating interest of FEL in Galoc from 2.28% to 3.21% due to the withdrawal of one of the Consortium members, Galoc Production Company 2 (“GPC 2”) in September 2020, and the distribution of GPC 2’s participating interest of 26.84% to the remaining members on the same month. The increase in participating interest was accepted by FEPC in January 2021.

On May 7, 2020, GPC informed the DOE of the cessation of operation for Galoc Field starting September 24, 2020. This comes after GPC’s receipt of a Notice of Termination from Rubicon Offshore International (“ROI”), the owner of the floating production storage and offloading (“FPSO”) vessel, Rubicon Intrepid. GPC has also requested approval of the initial drawdown from the fund set-up under the DOE-approved Galoc Abandonment Plan for the implementation of the field suspension plan. However, in September 2020, the Galoc Joint Venture (“JV”) was able to negotiate with ROI for the sale of the Rubicon Intrepid that allowed Galoc Field to continue to be in production beyond the original cessation schedule of September 24, 2020. Tamarind, which owns GPC, formed a new subsidiary, Philippines Upstream Infrastructure (PUI), to acquire the FPSO from ROI. GPC and ROI then entered into a Transition Operations and Maintenance (“O&M”) contract to allow the current ROI crew to continue managing FPSO operations during a transition period that will last for about six (6) months. Finally, GPC entered into an O&M contract with Three60 Energy, an energy services provider, that will take over FPSO operations after the transition period. The contract will be for 24 months.

On December 23, 2020, GPC resigned as the SC 14C-1 operator effective on that date. On the same day, the JV elected NPG Pty Limited, GPC’s affiliate, to become the replacement operator.

On 01 February 2021, Three60 Energy formally assumed operational control of the Intrepid FPSO following a transition period with Rubicon Offshore that lasted for 4-1/2 months from September 2020 to January 2021.

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From January to December 2021, Galoc Field produced a total of 630,250 bbls, or an average of 1,727 BOPD. Three liftings with a total cargo of 632,000 bbls were delivered in April, July, and November. Cumulative production from October 2008 to December 2021 stood at 23.42 million barrels (“MMbbls”) of oil.

SC 6A Octon

SC 6A Octon covers an area of 1,080 square kilometers and contains the Octon Field.

In 2018, The Philodrill Corporation (“Philodrill”) completed the seismic interpretation/mapping work on the northern sector of the block using the PSDM volume. The evaluation focused on the Malajon, Salvacion, and Saddle Rock prospects. The Malajon and Saddle Rock closures were previously tested by wells which encountered good oil shows in the Galoc Clastic Unit (“GCU”) interval. However, no drill stem tests were conducted in this interval due to operational constraints.

The 2019 work program included the completion of seismic attribute analysis of the North Block of SC 6A to characterize the target reservoirs and determine their distribution in terms of porosity, thickness, and lithology.

For 2020, the DOE approved a work program which consists of G&G studies in support of establishing a final well location and well design to test the hydrocarbon potential of the Malajon-Salvacion-Saddle Rock anticlinorium, and the continuation of G&G work to identify additional resources at the Octon South structure and other opportunities immediately around the Octon Field to support its development.

In June 2020, LMKR, a private petroleum technology company based in Dubai, completed a pilot study on the Malajon area using 3D seismic and well data. The study shows the Malajon structure having a good potential and thus requires further detailed analysis. LMKR is also able to identify four (4) sand packages within the GCU after generating several elastic properties (P-impedance, Vp/Vs, etc.).

A Quantitative Interpretation (“QI”) study was approved by the JV aimed at generating pay probability maps and identifying prospective zones that could be targets for any future well. It will also include detailed attribute analysis as several channelized sands within the GCU have been identified during the pilot study. The study was completed in December 2020.

On March 31, 2021, Philodrill informed the DOE of the JV’s decision not to enter the 12th year of the final 15-year term of SC 6A and consequently surrender the Service Contract. The current term of SC 6A is set to expire on February 28, 2024, which gives the JV limited time to drill an exploratory well and to develop a field in case of a discovery. However, the JV has also expressed its desire to enter the Philippine Conventional Energy Contracting Program (“PCECP”) of nominating and applying for a new SC over the area. As of March 31, 2022, Philodrill continues to prepare the technical bid documentation and the compilation of the legal and financial documents of the JV partners in preparation for the nomination and application for a new SC.

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FEL will participate in the new SC application with a 6.722% interest after accepting its pro rata share of two oil companies that decided not to participate in the SC application.

SC 6B Bonita

SC 6B Bonita covers an area of 567 square kilometers and contains the Bonita discovery.

An in-house evaluation completed by Operator Philodrill in early 2016 shows the East Cadlao Prospect has marginal resources which cannot be developed on a “stand-alone” basis. However, it remains prospective being near the Cadlao Field, which lies in another contract area. In view of this, the JV has requested for the reconfiguration of SC 6B to append the Cadlao Field for possible joint development in the future. On March 14, 2018, the DOE approved the annexation of Cadlao Block to SC 6B.

The Cadlao Field was discovered in 1977 and produced about 11 million barrels (“MMbbls”) of oil from two (2) subsea production wells from 1981-1991. It has estimated recoverable reserves of 3.7 MMbbls (1P) and 5.7 MMbbls (2P) based on GCA (2012). The East Cadlao has estimated recoverable resources of 1.48 MMbbls (P10) and 1.17 MMbbls (P50) based on Philodrill (2016).

On October 17, 2019, the FIA, Deed of Assignment and transfer of operatorship from Philodrill to Manta Oil Company Ltd. (“Manta”) were approved conditionally by the DOE, requiring Manta to submit additional financial documents. Under the FIA, Manta will carry the JV up to First Oil to earn 70% interest. FEL’s interest will be reduced to 2.4546% from 8.182% upon completion of the farm-in.

On December 06, 2021, Manta withdrew as Operator and Contractor in SC 6B as it was unable to fulfill its farm-in commitment to submit a POD for Cadlao Field before the end of 2021. Following Manta’s withdrawal, its 70% interest was reassigned to the JV partners and the operatorship reverted to Philodrill. The SC 6B JV later agreed to appoint Nido Petroleum Philippines Pty Ltd (“Nido”) as the Technical Operator to carry out the technical work, which includes the redevelopment of the Cadlao Field.

Nido subsequently submitted a farm-in proposal to the JV to increase its participating interest in the Service Contract from 9.09% to 72.727% and take over the operatorship of the Service Contract. Under the farm-in, Nido will fund 100% of the drilling, extended well test, and subsequent development of the Cadlao Field in return for the additional 63.637% Participating Interest. A farm-in agreement was later executed on February 11, 2022 with FEPC’s interest being reduced to 2.4546% from 8.182% in exchange for the said carry in Cadlao’s development costs.

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SC 14A [Nido], SC 14B [Matinloc] & SC 14B-1 [N. Matinloc]

Production from the Nido and Matinloc Fields was terminated permanently on March 13, 2019, after producing 22,173 barrels (“bbls”) of oil from January to March 2019. The Nido Field accounted for 93.06% of the total while Matinloc Field contributed the remaining 6.94%. Shell Philippines was the sole buyer for the crude during the period.

Nido started oil production in 1979 while Matinloc was put in place in 1982. The final inception-to-date production figures for the two fields are: 18,917,434 bbls for Nido and 12,582,585 bbls for Matinloc. The North Matinloc Field, which was in production from 1988 to 2017 produced a total of 649,765 bbls of oil. The total production for the three (3) fields is 32,149,784 barrels.

Seven (7) production wells in Nido (3 out of 5), Matinloc (3), and North Matinloc (1) were successfully P&A from April to May 2019. The two remaining Nido wells, A1 and A2, were only partially abandoned due to difficulties encountered during operations. Philodrill was preparing to implement the P&A program on the two wells in September 2020.

Following the suspension of field operations and the P&A of the wells in March 2019, Philodrill conducted the stripping and disposal of equipment and materials aboard the production platforms from June to October 2019. In December 2019, all production platforms were turned over to the DOE. On June 26, 2020, a Deed of Donation and Acceptance was signed by DOE with the Department of National Defense to formalize the transfer of ownership of the Nido and Matinloc platforms to the Armed Forces of the Philippines.

The P&A of the remaining Nido production wells, A-1 and A-2 wells was completed on October 5, 2020. This was originally scheduled in April 2020 but had to be deferred due to COVID 19-related health and travel restrictions.

With the completion of P&A of all production wells, a Notice to Surrender the SC 14A, 14B, 14B-1, Tara, and SC 14D blocks was sent to the DOE on February 16, 2021. This is now awaiting DOE’s final approval.

SC 14C-2 West Linapacan

Block C-2 has an area of 176.5 square kilometers and contains the West Linapacan “A” and “B” structures.

In 2018, the JV headed by Philodrill completed mapping and interpretation work on the 3D seismic data that was reprocessed in 2014. The study focused on the West Linapacan “B” structure, which was drilled in 1991. The JV is studying options to develop the field.

The SC 14C2 and SC 74 consortia conducted a joint Rock Physics and QI studies over the West Linapacan and Linapacan areas using existing 3D seismic and well data. The initial phase of the study was carried out and completed by Ikon in October 2019. Only the SC 74 JV had decided to proceed with the second phase of the QI Study.

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In 2019, Desert Rose Petroleum Limited (“DRPL”) expressed interest to re-develop the West Linapacan “A” Field through a farm-in process and through the purchase of participating interests from companies that are willing to divest. For the divesting members, DRPL offered a nominal transaction price of US$100.00 and some contingent payments during production.

DRPL was previously given until June 30, 2021 to finalize the agreements related to the farm-in. In early July 2021, DRPL has informed the SC 14C-2 JV of its decision not to pursue the farm-in, thus, canceling all transaction documents it previously signed with the JV.

The JV is now looking at inviting other companies to farm-in.

In September 2021, the JV commenced a technical study on the West Linapacan “B” Field that focuses on a review of available geologic and well data, digitization of well logs, reservoir modeling, and fracture analysis, to be followed by resource estimation. The Phase 1 of the study was completed in November 2021 with preliminary results indicating a stand-alone development for the West Linapacan “B” Field would not be economically viable. Philodrill continued with the Phase 2 of the study which comprises the formulation of an appraisal/conceptual development and scoping economics involving the West Linapacan “A” and “B” Fields. The results indicate a joint development of the fields is feasible provided certain conditions related to recoverable reserves, development costs, production rates, and oil price are met.

FEL Objectives and Strategy

The core objective of FEL is to maximize the potential of its investments and its current licences to generate income, whilst at the same time continuing to reduce administrative expenses.

FEL plans to achieve this by:

·	Development of SC 72

| · | Continued review of exploration blocks to identify potential drilling targets |

| · | Continued review of administrative expenses |

For further details regarding FEL, see its 2020 financial statement package at https://find-and-update.company-information.service.gov.uk/company/05411224/filing-history ****

Please note that FEL is not required to file its financial statement package with Companies House in the UK until September 30 following the end of its fiscal year which is December 31. Accordingly, the FEL financial statement package for 2021 is not expected to be available until Q3 of 2022.

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Risk factors specific to FEL

The Company is exposed to certain risk factors which are specific to its investment in FEL. These include the following:

·	On October 16, 2020, FEL received notice from the DOE that the FM imposed on SC 72 on December 15, 2014 was lifted with immediate effect and that FEL was to resume exploration activities on SC 72. Under the current work program commitments, FEL has 20 months from the date of lifting of the FM to drill two commitment wells. The total cost of drilling these wells depends on a number of factors, the Company’s management estimates the total work to be between US$70 million and US$100 million. It is important to note that, to date, there has been no announcement of any agreement between FEL and CNOOC in relation to the implementation of the MOU involving SC 72. The risk therefore exists that should FEL not be able to meet its commitments to the DOE, it may have to surrender its rights to SC 72 or pay a penalty equivalent to the minimum financial commitment of the current sub-phase.
	On April 6, 2022, PXP as operator under Service Contract No. 72, received a directive from the DOE to “put all on hold all exploration activities for SC 72 until such time that the Security, Justice and Peace Coordinating Cluster (“SJPCC”) has issued the necessary clearance to proceed.” On April 11, 2022, as a result of not receiving the necessary clearance, force majeure was once again declared on SC 72.
·	FEL’s cash inflows is heavily dependent on the Galoc Field production, which continued to operate beyond the original cessation date of September 24, 2020 following an agreement the operator GPC signed with ROI, the owner of the FPSO Rubicon Intrepid. The viability of continued production depends on the consistent output of the producing wells as well as the price of oil.
·	FEL’s operations do not generate sufficient cash to fund new exploration work in Galoc and its other blocks; therefore, in the event FEL issued new capital to fund these costs, the Company’s interest in FEL may be diluted.
·	FEL is a closely held private company and there is a limited population of potential buyers for FEC’s relatively small interest in FEL.
·	FEL’s interest in its main asset SC 72 could be diluted depending on the agreement reached, if any, with potential farmin partners in the future.
·	Further exploration work has to be completed on SC 72 and SC 40 to confirm the value of the resources within these properties.
·	In March 2017, FEL, through a subsidiary, entered into an unsecured loan agreement with PXP that provides for a loan facility of up to US$6 million. The loan facility had an initial term of three years and bears interest at LIBOR + 3.5% per annum but was extended to April 16, 2020. On April 14, 2020, FEL completed a fund raising of $2,500,000 which was achieved by FEL issuing new shares at a price of US$0.30 each. This resulted in all accrued interest being paid in full and the amount of the loan principal outstanding being reduced to $5,091,204. The term of this loan was extended to December 31, 2021 with interest at LiBOR+3.5% payable quarterly. On August 7, 2020, FEC purchased $346,202 (6.8%) of the loan principal plus accrued interest of $939.
	On November 10, 2021, the Company sold the FEL loan to PXP at face value plus accrued interest. The proceeds of the sale were used to fund FEC’s $224,400 share of FEL’s pre-drilling costs for two exploratory wells on SC 72 and for working capital.

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·	On March 10, 2022, the Company announced that it agreed to fund an additional cash call for pre-drilling costs received from FEL in the amount of $198,620. The advance to FEL was via non-interest bearing loans. In order to be able to fund the $198,620, the Company accepted a loan from PXP for the same amount (“PXP Loan”). The PXP loan bears interest of Libor plus 3.5% and both interest and principal are repayable on the earlier of a) December 31, 2023 or b) any equity issuance by FEC or c) any sale of FEL shares by FEC or d) any third party borrowing by FEC.
	There has been no determination to date on the repayment or renewal of the $5,091,204 term loan. In the event that this loan facility will be not be renewed, FEL may issue new shares to settle the amounts outstanding. Terms of the loan agreement do not include a provision for PXP to convert any unpaid amount into new shares of FEL and FEC does not have the funds to purchase 6.8 percent of the outstanding loan should a conversion to shares of FEL take place.

On March 10, 2022, the Company announced that it agreed to fund an additional cash call for pre-drilling costs received from FEL in the amount of $198,620. The advance to FEL was via non-interest bearing loans. In order to be able to fund the $198,620, the Company accepted a loan from PXP for the same amount (“PXP Loan”). The PXP loan bears interest of Libor plus 3.5% and both interest and principal are repayable on the earlier of a) December 31, 2023 or b) any equity issuance by FEC or c) any sale of FEL shares by FEC or d) any third party borrowing by FEC.

There has been no determination to date on the repayment or renewal of the $5,091,204 term loan. In the event that this loan facility will be not be renewed, FEL may issue new shares to settle the amounts outstanding. Terms of the loan agreement do not include a provision for PXP to convert any unpaid amount into new shares of FEL and FEC does not have the funds to purchase 6.8 percent of the outstanding loan should a conversion to shares of FEL take place.

Selected Annual Financial Information Of The Company

Selected Financial Data

	Year Ended<br> <br>12/31/21			Year Ended<br> <br>12/31/20			Year Ended<br> <br>12/31/19

| Revenue | $ | - | | $ | - | | $ | - | |

| Net (loss) income | $ | (168,208 | ) | $ | (187,052 | ) | $ | (211,683 | ) |

| Basic and Diluted Income (Loss) per share | $ | (0.00)/(0.00 | ) | $ | (0.00)/(0.00 | ) | $ | (0.00)/(0.00 | ) |

| Dividends per share | $ | 0.00 | | $ | 0.00 | | $ | 0.00 | |

| Weighted Avg. Shares O/S (‘000) | | 861,082,371 | | | 598,068,920 | | | 409,143,765 | |

| Working Capital (Deficit) | $ | 108.835 | | $ | 501,443 | | $ | (69,208 | ) |

| Long-Term Debt | $ | - | | $ | - | | $ | - | |

| Shareholders’ Equity | $ | 2,168,346 | | $ | 2,336,554 | | $ | 1,635,378 | |

| Total Assets | $ | 2,181,665 | | $ | 2,379,286 | | $ | 1,757,494 | |

Results of Operations

The accounts show a loss for the quarter ended March 31, 2022 of $44,859, or $0.00 per share, versus a loss of $40,276 for the same period in 2021.

The difference was because of higher interest earned in 2021 on the loan to FEL.

General and administration expense were $44,459 for the quarter ended March 31, 2022 versus $43,214 for the same period in 2021. Slightly higher professional fees and higher foreign exchange expense mainly accounted for the difference. Consulting fees for the three month period ended March 31, 2022 were $27,929 versus $27,912 for the same period in the previous year. The difference was not material. Professional fees were $4,328 for the three month period ended March 31, 2022 versus $3,508 for the same period in the previous year. The difference was for some extra audit related costs during the quarter ended March 31, 2022. Office and miscellaneous costs were $5,930 for the three month period ended March 31, 2022 versus $6,499 for the same period in the previous year due to a one time cost during the quarter ended March 31, 2021. Listing and filing fees were $2,916 for the three month period ended March 31, 2022 versus $3,756 for the same period in the previous year. The difference of $840 was due to lower filing costs. For the three month period ended March 31, 2022, foreign exchange loss was $2,388 versus a loss of $494 for the same period in the previous year.

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Balance Sheet

The Company’s current assets were $84,328 at March 31, 2022 versus $122,154 for the year ended December 31, 2021. The difference is mainly a result of the lower cash balance and lower prepaid expenses. The Company’s assets reflect the investment in FEL on a fair value basis. The fair value of the investment in FEL is stated at $1,835,111 or $0.30 per share.

The investment in FEL represents an investment in a private company for which there is no active market and for which there are no publicly available quoted market prices. The Company has classified its investment in FEL as Level 2 in the fair value hierarchy.

For purposes of determining fair value of the investment in FEL, the Company considered valuation techniques described in IFRS 13 – Fair Value Measurement. In respect of the investment in FEL, management considered the fair value of $1,835,111 to be indicative of the fair value of the investment in FEL. The determination of fair value was based upon the most recent third party financing that took place while SC 72 was under FM.

There were no transfers between level 3 and the other levels in the hierarchy during 2022 or 2021.

Summary of Quarterly Results

Selected Financial Data

(in ‘000, except EPS)

	1st<br> <br>Qtr 22			4th<br> <br>Qtr 21			3rd<br> <br>Qtr 21			2nd<br> <br>Qtr 21			1st<br> <br>Qtr 21			4th<br> <br>Qtr 20			3rd<br> <br>Qtr 20			2nd<br> <br>Qtr 20

| (Loss) | | (45 | ) | | (47 | ) | | (39 | ) | | (42 | ) | | (40 | ) | | (45 | ) | | (52 | ) | | (53 | ) |

| Basic and Diluted Loss per share | | 0.00 | | | 0.00 | | | 0.00 | | | 0.00 | | | 0.00 | | | 0.00 | | | 0.00 | | | 0.00 | |

Liquidity

The Company’s working capital at March 31, 2022 was $64,414 versus $108,835 at December 31, 2021 and shareholders’ equity was $2,123,487 at March 31, 2022 (December 31, 2021: $2,168,346). The change was due to the increase in the deficit from operations as described above.

Management considers that the current economic environment is difficult and the outlook for oil and gas exploration companies presents significant challenges in terms of raising funds through issuance of shares. Previously, to the extent necessary, the Company disposed of quantities of its shareholdings in FEL to PXP under terms that are consistent with the best interests of all shareholders, in order to finance its operations. More recently the Company has issued new shares under a rights offering scheme to raise new capital to fund its operations.

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Management currently believes that it is in the best interest of all shareholders that management explores the issuance of new shares or debt to fund its future operations.

The Company is not required to directly contribute capital to any of the projects in which it has an indirect or direct interest.

Cash used in operating activities for the three month period ended March 31, 2022 was $34,733 versus $45,439 for the same period in 2021 mainly as a result of the differences described above.

Cash provided by financing activity was $199,058 for the quarter ended March 31, 2022 versus $Nil for the same period in the previous year due to a loan from PXP advanced during the first quarter of 2022.

Cash used in investing activity was $198,620 for the quarter ended March 31, 2022 versus $Nil for the quarter ended March 31, 2021.

Capital Resources

Since the Company has no revenue, the Company will need to continue to raise funds through either debt, equity, or the sale of assets in order to continue its operations or participate in other projects. The Company currently has no plans to sell any more of its FEL shares and will be reliant on debt or equity issuances for future funding requirements.

Since the delisting of FEL from the London Stock Exchange, there is no liquidity via a public market for the FEL shares. As the Company is wholly reliant on the information disclosed by PXP concerning the business of FEL, the Company may not be able to obtain information necessary to facilitate a wider sales process and may be reliant on significant shareholders of PXP for the disposition of any of its FEL shares. Management has looked at all options including raising funds to operate and participate in future FEL financings by way of debt or equity financings. Given the current share price of the Company, and given that any external financings may have been extremely dilutive, the Company completed a rights offering to raise funds to sustain operations. The Company closed the rights offering on July 31, 2020 and raised approximately $846,750.

On January 22, 2020, the Company received $150,000 from its parent company, PXP, as a working capital advance. The advance was non-interest bearing, unsecured and due on demand. The loan was repaid on July 31, 2020.

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On April 14, 2020, FEL completed a fund raising of $2,500,000 which was achieved by FEL issuing new shares at a price of US$0.30 each.

In advance of FEC’s Rights Offering, PXP paid FEC’s share of FEL’s financing thus allowing FEC to maintain its 6.8% interest in FEL at a cost of approximately $170,111. On July 31, 2020 the Company settled this amount by issuing 75,065,066 shares to PXP at a price of $0.00225.

On August 7, 2020, the Company increased its investment in FEL by purchasing 6.8% of the loan currently due by FEL to PXP amounting to $346,202 plus accrued interest of $939. This loan was unsecured, due on December 31, 2021 and bore interest at an annual rate of 3.5% plus LIBOR which is payable on a quarterly basis.

On November 10, 2021, the Company sold the FEL loan it owns to PXP Energy Corporation, at face value plus accrued interest. The proceeds from the sale were used to fund FEC’s $224,400 share of FEL’s pre-drilling costs for two exploratory wells on Service Contract 72. The balance of the funds is being used for working capital.

There has been no determination to date on the repayment or renewal of the term loan. In the event that this loan facility will be not be renewed, FEL may issue new shares to settle the amounts outstanding. Terms of the loan agreement do not include a provision for PXP to convert any unpaid amount into new shares of FEL and FEC does not have the funds to purchase 6.8 percent of the outstanding loan should a conversion to shares of FEL take place.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements in existence as of this date.

Transactions with Related Parties

On August 7, 2020, the Company purchased 6.8% of the loan currently due by FEL to PXP amounting to $346,202 plus accrued interest of $939. This loan was unsecured, due on December 31, 2021, and bore interest at an annual rate of 3.5% plus LIBOR which is payable on a quarterly basis. On November 10, 2021, the Company sold the FEL loan to PXP at face value plus accrued interest. The proceeds of the sale were used to fund FEC’s $224,400 share of FEL’s pre-drilling costs for two exploratory wells on SC 72 (Note 9) and for working capital. FEL is a related party by virtue of it having the same controlling shareholder as the Company.

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During the quarter ended March 31, 2022, general and administrative expenses included key management personnel compensation totaling $12,000 (2021: $12,000).

Critical Accounting Estimates and Judgments

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income/loss in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

The determination of the fair value of the Company’s investment in FEL is a significant accounting estimate.

Standards, Amendments and Interpretations Not Yet Effective

The Company has prepared its financial statements in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). IFRS represents standards and interpretations approved by the IASB and are comprised of IFRS, International Accounting Standards (“IAS’s”), and interpretations issued by the IFRS Interpretations Committee (“IFRIC’s”) and the former Standing Interpretations Committee (“SIC’s”). The financial statements have been prepared in accordance with IFRS standards and interpretations effective as of March 31, 2022.

New IFRS standards and interpretations or changes to existing standards with future effective dates are either not applicable or not expected to have a significant impact on the financial statements of the Company.

Financial Instruments and Risk Management

The Company is exposed through its operations to the following financial risks:

-	Market Risk

| - | Credit Risk |

| - | Liquidity Risk |

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In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout this management discussion and analysis.

There have been no substantive changes in the Company’s exposure to financial instrument risks, its objectives, polices and processes for managing those risks or the methods used to measure them from previous years unless otherwise stated in the note below.

General Objectives, Policies and Procedures

The Board of Directors has overall responsibility for the determination of the Company’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Company’s finance function. The Board of Directors receive quarterly reports from the Company’s Chief Financial Officer through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. Further details regarding these policies are set out below.

a)	Market Risk
	Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices are comprised of foreign currency risk, interest rate risk and equity and commodity price risk.<br> <br><br> <br>Foreign currency exchange risk<br> <br>The Company is exposed to foreign currency fluctuations for general and administrative transactions denominated in Canadian Dollars. The majority of the Company’s cash is kept in U.S. dollars. As at March 31, 2022, the Company had an insignificant amount of cash denominated in Canadian dollars that was subject to exchange rate fluctuations between the Canadian dollar and the U.S. dollar. As at March 31, 2022, the Company held financial liabilities of $19,914 that are denominated in Canadian dollars that would be subject to exchange rate fluctuations between Canadian dollars and U.S. dollars.
b)	Credit risk

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices are comprised of foreign currency risk, interest rate risk and equity and commodity price risk. Foreign currency exchange risk The Company is exposed to foreign currency fluctuations for general and administrative transactions denominated in Canadian Dollars. The majority of the Company’s cash is kept in U.S. dollars. As at March 31, 2022, the Company had an insignificant amount of cash denominated in Canadian dollars that was subject to exchange rate fluctuations between the Canadian dollar and the U.S. dollar. As at March 31, 2022, the Company held financial liabilities of $19,914 that are denominated in Canadian dollars that would be subject to exchange rate fluctuations between Canadian dollars and U.S. dollars.

Credit risk

| | The Company maintains cash deposits in one chartered Canadian bank which, from time to time, exceed the amount of depositors insurance available in each respective account. Management assesses the financial condition of this bank and believes that the possibility of any credit loss is minimal. The maximum exposure of credit risk is the Company’s cash deposit of $79,703 (December 31, 2021: $113,998)and due from FEL $423,020 (December 31, 2021: $224,400). |

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c)	Liquidity risk
	Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due. The Company does not generate cash from operations but rather, the Company will, from time to time, issue shares via equity placements, borrow funds from an affiliated company or undertake to sell a portion of its investment in the shares of FEL should it be necessary to raise funds.<br> <br><br> <br>At this time, the Company has no new business plans and if it continues to act as a holding company of FEL shares, there is a risk it will receive no return from that investment unless alternate sources of funding are found.<br> <br><br> <br>The Company manages liquidity by maintaining cash balances available to meet its anticipated operational needs. Liquidity requirements are managed based on expected cash flow to ensure that there is adequate capital to meet short-term and long-term obligations. The Company has in place a planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis and its growth plans. At March 31, 2022, the Company’s accounts payable and accrued liabilities were $19,914, all of which fall due for payment within twelve months of the date of the statement of financial position. As at March 31, 2022, the Company was owed $423,020 principal from FEL for a non-interest bearing loan for pre-drilling costs. As at March 31, 2022 the Company owed PXP for a loan which bears interest of Libor plus 3.5% and both interest and principal are repayable on the earlier of a) December 31, 2023 or b) any equity issuance by FEC or c) any sale of FEL shares by FEC or d) any third party borrowing by FEC. As at March 31, 2022 the outstanding loan balance was $199,058 which included interest of $438.<br> <br><br> <br>There has been no determination to date on the repayment or renewal of the term loan. In the event that this loan facility will be not be renewed, FEL may issue new shares to settle the amounts outstanding. Terms of the loan agreement do not include a provision for PXP to convert any unpaid amount into new shares of FEL and FEC does not have the funds to purchase 6.8 percent of the outstanding loan should a conversion to shares of FEL take place.<br> <br><br> <br>The carrying values of accounts payable and accrued liabilities and short term loans approximate their fair values due to the relatively short periods to maturity of the instruments.
d)	Dilution risk

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due. The Company does not generate cash from operations but rather, the Company will, from time to time, issue shares via equity placements, borrow funds from an affiliated company or undertake to sell a portion of its investment in the shares of FEL should it be necessary to raise funds. At this time, the Company has no new business plans and if it continues to act as a holding company of FEL shares, there is a risk it will receive no return from that investment unless alternate sources of funding are found. The Company manages liquidity by maintaining cash balances available to meet its anticipated operational needs. Liquidity requirements are managed based on expected cash flow to ensure that there is adequate capital to meet short-term and long-term obligations. The Company has in place a planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis and its growth plans. At March 31, 2022, the Company’s accounts payable and accrued liabilities were $19,914, all of which fall due for payment within twelve months of the date of the statement of financial position. As at March 31, 2022, the Company was owed $423,020 principal from FEL for a non-interest bearing loan for pre-drilling costs. As at March 31, 2022 the Company owed PXP for a loan which bears interest of Libor plus 3.5% and both interest and principal are repayable on the earlier of a) December 31, 2023 or b) any equity issuance by FEC or c) any sale of FEL shares by FEC or d) any third party borrowing by FEC. As at March 31, 2022 the outstanding loan balance was $199,058 which included interest of $438. There has been no determination to date on the repayment or renewal of the term loan. In the event that this loan facility will be not be renewed, FEL may issue new shares to settle the amounts outstanding. Terms of the loan agreement do not include a provision for PXP to convert any unpaid amount into new shares of FEL and FEC does not have the funds to purchase 6.8 percent of the outstanding loan should a conversion to shares of FEL take place. The carrying values of accounts payable and accrued liabilities and short term loans approximate their fair values due to the relatively short periods to maturity of the instruments.

Dilution risk

| | As discussed elsewhere in this MD&A, there is a risk of continued dilution of the Company’s interest in FEL should it either need to sell shares of FEL to raise operating funds, or not participate in any future share issuance financings undertaken by FEL. Currently there are no plans to sell any of the Company’s FEL shares to fund operations. There is a risk that shareholders may be diluted should the Company need to raise additional operating funds through debt or equity financings. On April 14, 2020, FEL completed a fund raising of US$2,500,000 which was achieved by FEL issuing new shares at a price of US$0.30 each. PXP paid FEC’s share of FEL’s financing thus allowing FEC to maintain its 6.8% interest in FEL at a cost of approximately $170,111. This amount was settled by the issuance of 75,605,066 shares of the Company on July 31, 2020 in conjunction with the closing of FEC’s Rights Offering. |

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On November 10, 2021, the Company sold the FEL loan it owns to PXP Energy Corporation, at face value plus accrued interest. The proceeds from the sale were used to fund FEC’s $224,400 share of FEL’s initial pre-drilling costs for two exploratory wells on Service Contract 72. The balance of the funds are being used for working capital.

Other Risk Factors

As a holding company with an interest in FEL, the Company’s business is indirectly subject to risks inherent in oil and gas exploration and development operations. In addition, there are risks associated with FEL’s stage of operations and the foreign jurisdiction in which it or FEL may operate or invest. The Company has identified certain risks pertinent to its investment including: exploration and reserve risks, uncertainty of reserve estimates, ability to exploit successful discoveries, drilling and operating risks, title to properties, costs and availability of materials and services, capital markets and the requirement for additional capital, market perception, loss of or changes to production sharing, joint venture or related agreements, economic and sovereign risks, possibility of less developed legal systems, corporate and regulatory formalities, environmental regulation, reliance on strategic relationships, market risk, competition, dependence on key personnel, volatility of future oil and gas prices and foreign currency risk.

Since the delisting of FEL from the London Stock Exchange, there is no liquidity via a public market for the FEL shares. As the Company is wholly reliant on the information disclosed by PXP concerning the business of FEL, the Company may not be able to obtain information necessary to facilitate a wider sales process and may be reliant on significant shareholders of PXP for the disposition of any of its FEL shares. Management has looked at all options including raising funds to operate and participate in future FEL financings by way of debt or equity financings. Given the current share price of the Company, and given that any external financings may have been extremely dilutive, the Company completed a Rights Offering to raise funds to sustain operations. The Company closed the rights offering on July 31, 2020 and raised approximately $846,750. In addition, on July 31, 2020, the Company settled a rights offering advance from PXP in the amount of approximately $170,111 by issuing PXP 75,605,066 shares at a price of $0.00225.

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On April 6, 2022, PXP as operator under Service Contract No. 72, received a directive from the DOE to “put all on hold all exploration activities for SC 72 until such time that the Security, Justice and Peace Coordinating Cluster (“SJPCC”) has issued the necessary clearance to proceed.” On April 11, 2022, as a result of not receiving the necessary clearance, force majeure was once again declared on SC 72 casting substantial doubt on the future of SC 72 and the Company’s 6.8 percent interest in FEL.

Capital Management

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, to provide an adequate return to shareholders.

The capital of the Company consists of the items included in shareholders’ equity and cash net of debt obligations. As at March 31, 2022, the Company was owed a total of $423,020 for a loan to FEL. The Company’s Board of Directors approves management’s annual capital expenditures plans and reviews and approves any material debt borrowing plans proposed by the Company’s management.

During the quarter ended March 31, 2022, in order to fund an additional cash call for pre-drilling costs on SC 72, the Company accepted a loan from PXP which bears interest of Libor plus 3.5% and both interest and principal are repayable on the earlier of a) December 31, 2023 or b) any equity issuance by FEC or c) any sale of FEL shares by FEC or d) any third party borrowing by FEC. As at March 31, 2022 the outstanding loan balance was $199,058 which included interest of $438.

As at March 31, 2022, the Company had no externally imposed capital requirements nor was there any changes in the Company’s approach to capital management during the year.

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General and administration

The following table shows the detailed breakdown of the components of general and administration expenditures.

	Three Months<br> <br>Ended<br> <br>March 31, 2022		Three Months<br> <br>Ended<br> <br>March 31, 2021

| Professional fees | $ | 4,328 | $ | 3,508 |

| Bank charges | | 968 | | 1,045 |

| Listing and filing fees | | 2,916 | | 3,756 |

| Office and miscellaneous | | 5,930 | | 6,499 |

| Consulting | | 27,929 | | 27,912 |

| Foreign exchange | | 2,388 | | 494 |

| | $ | 44,459 | $ | 43,214 |

Other MD&A Requirements

Disclosure of Outstanding Share Data

As At March 31, 2022

(a) Authorized and issued share capital:

Class	Par<br> <br>Value	Authorized	Number Issued and<br> <br>Outstanding as at<br> <br>March 31, 2022		Number Issued and<br> <br>Outstanding as at<br> <br>December 31, 2021

| Common Shares | NPV | Unlimited | | 861,082,371 | | 861,082,371 |

(b) Summary of Options and Warrants outstanding as at March 31, 2022.

There were no options outstanding as at March 31, 2022. There were no warrants outstanding as at March 31, 2022.

Additional information on the Company is available at www.sedar.com.

Outlook

The 2022 WP&B for SC72 was approved by the DOE on February 17, 2022. It consisted mainly of drilling of Sampaguita 4 and Sampaguita 5 wells starting 2Q 2022, post well analysis, and general and administrative expenses.

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In a disclosure to the Philippine Stock Exchange PXP stated “Each of PXP and Forum will continue to coordinate with the Government on the resumption of activities in both SC 75 and SC 72. Meanwhile, the Group shall continue to pursue exploration work with respect to its other projects in the Philippines, including SC 40 and SC 74.”

FEL anticipates lower revenues from the Galoc Field due to the Galoc-4 shut-in, and normal decline in production of other wells as Galoc reaches its end of life, which the Operator now estimates to occur by the second half of 2025, provided the price of oil stays above $60/bbl.

The Company has limited cash resources and required additional capital to allow it to continue to trade, maintain its 6.8% interest in FEL, or invest in any new projects.

Looking Forward

This discussion contains “forward looking statements” as per Section 21E of the US Securities and Exchange Act of 1934, as amended. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Management is currently reviewing many options and there is no assurance that they will not make decisions other than those now contemplated. The Company is subject to political risks and operational risks identified in documents filed with the Securities and Exchange Commission, including changing oil prices, unsuccessful drilling results, change of government and political unrest in its main area of operations.

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fecof_ex992.htm EXHIBIT 99.2

FEC RESOURCES INC.

Condensed Interim Financial Statements

For the three months ended March 31, 2022

(Expressed in United States Dollars)

Unaudited

1

FEC RESOURCES INC.

CONDENSED STATEMENT OF FINANCIAL POSITION

Expressed in United States Dollars

UNAUDITED

	March 31			December 31

| As at: | 2022 | | | **** 2021 | | |

| Cash | $ | 79,703 | | $ | 113,998 | |

| Prepaid expenses | | 4,625 | | | 8,156 | |

| | $ | 84,328 | | | 122,154 | |

| Due from Forum Energy Limited | | 423,020 | | | 224,400 | |

| Investment in Forum Energy Limited (Note 9) | | 1,835,111 | | | 1,835,111 | |

| Total assets | $ | 2,342,459 | | $ | 2,181,665 | | | LIABILITIES | | | | | | | | Current liabilities | | | | | | |

| Trade and accrued payables | $ | 19,914 | | $ | 13,319 | |

| | | 19,914 | | | 13,319 | |

| Due to PXP Energy Corporation | | 199,058 | | | - | |

| | | 218,972 | | | 13,319 | |

| Share capital (Note 5) | | 17,620,625 | | | 17,620,625 | |

| Contributed surplus (Note 5) | | 3,058,063 | | | 3,058,063 | |

| Deficit | | (18,555,201 | ) | | (18,510,342 | ) |

| Total shareholders’ equity | | 2,123,487 | | | 2,168,346 | |

| Total liabilities and equity | $ | 2,342,459 | | $ | 2,181,665 | |

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS BY:

“Daniel Carlos”	“Paul Wallace”
Director	Director

The accompanying notes to the interim condensed financial statements are an integral part of these statements.

2

FEC RESOURCES INC.

CONDENSED STATEMENTS OF COMPREHENSIVE LOSS

Expressed in United States Dollars

UNAUDITED

	Three Month Period Ended

| General and administration (Note 7) | $ | 44,459 | | $ | 43,214 | |

| Operating loss | | (44,459 | ) | | (43,214 | ) |

| Interest expense (Note 6) | | (438 | ) | | - | |

| Interest income | | 38 | | | 2,938 | |

| Net and Comprehensive loss | $ | (44,859 | ) | $ | (40,276 | ) | | Earnings (loss) per common share | | | | | | |

| - Basic and diluted | $ | 0.00 | | $ | 0.00 | |

The accompanying notes to the condensed interim financial statements are an integral part of these statements.

3

FEC RESOURCES INC.

CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY

Expressed In United States Dollars

UNAUDITED

For the three months ended March 31, 2022

	Share capital		Contributed<br> <br>surplus		Deficit			Total

| Balance December 31, 2021 | $ | 17,620,625 | $ | 3,058,063 | $ | (18,510,342 | ) | $ | 2,168,346 | |

| Total comprehensive loss for the period | | - | | - | | (44,859 | ) | | (44,859 | ) |

| Balance March 31, 2022 | $ | 17,620,625 | $ | 3,058,063 | $ | (18,555,201 | ) | $ | 2,123,487 | |

For the three months ended March 31, 2021

	Share capital		Contributed<br> <br>surplus		Deficit			Total

| Balance December 31, 2020 | $ | 17,620,625 | $ | 3,058,063 | $ | (18,342,134 | ) | $ | 2,336,554 | |

| Total comprehensive loss for the period | | - | | - | | (40,276 | ) | | (40,276 | ) |

| Balance March 31, 2021 | $ | 17,620,625 | $ | 3,058,063 | | (18,382,410 | ) | $ | 2,296,278 | |

The accompanying notes to the condensed interim financial statements are an integral part of these statements. ****

4

FEC RESOURCES INC.

CONDENSED STATEMENTS OF CASH FLOWS

Expressed in United States Dollars

UNAUDITED

	For the three months ended

| Net loss for the period | $ | (44,859 | ) | $ | (40,276 | ) | | Changes in working capital related to operating activities | | | | | | |

| Receivables | | - | | | 6,518 | |

| Prepaid expenses | | 3,531 | | | 3,241 | |

| Accounts payable and accrued liabilities | | 6,595 | | | (14,922 | ) |

| Net cash used in operating activities | | (34,733 | ) | | (45,439 | ) | | FINANCING ACTIVITY | | | | | | |

| Loan from PXP Energy Corporation | | 199,058 | | | - | |

| Net cash provided by financing activity | | 199,058 | | | - | | | INVESTING ACTIVITY | | | | | | |

| Loan to Forum Energy Limited | | (198,620 | ) | | 378 | |

| Net cash used in investing activity | | (198,620 | ) | | - | | | Net (decrease) increase in cash | | (34,295 | ) | | (45,061 | ) |

| Cash – beginning of the period | | 113,998 | | | 181,237 | |

| Cash – end of the period | $ | 79,703 | | $ | 136,176 | |

The accompanying notes to the condensed interim financial statements are an integral part of these statements.

5

FEC RESOURCES INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2022

(Stated in United States Dollars)

Note 1 Corporate Information

FEC Resources Inc. (“FEC” or the “Company”) was incorporated under the laws of Alberta, Canada and is a holding Company with an interest in Forum Energy Limited (“FEL”). The Company is listed in the United States on the OTC Pink (“OTC Pink”), having the symbol FECOF.

At March 31, 2022, the Company has a 6.8% interest in FEL (Note 9).

The principal address of the Company is Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, BC, V6C 2B5. The Company’s ultimate parent company is PXP Energy Corporation (“PXP”) with a registered office at 2/F LaunchPad, Reliance corner Sheridan Streets, Mandaluyong City 1550, Metro Manila, Philippines.

Note 2 Basis of Preparation

a) Statement of Compliance

These condensed interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting and have been prepared using the same accounting policies and methods as were used for the Company’s Annual Financial Statements for the year ended December 31, 2021. These condensed interim financial statements should be read in conjunction with the Company’s annual financial statements dated December 31, 2021.

The condensed interim financial statements were authorized for issue by the Board of Directors on May 19, 2022.

b) Basis of Measurement

The financial statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value described in the applicable notes and are presented in United States dollars, which is also the Company’s functional currency.

The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

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FEC RESOURCES INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

March 31, 2022

(Stated in United States Dollars)

Note 2 Basis of Preparation (continued)

c) Nature of Operations and Going Concern

As a holding company with an interest in FEL, the Company’s business is indirectly subject to risks inherent in oil and gas exploration and development operations. In addition, there are risks associated with FEL’s stage of operations and the foreign jurisdiction in which it or FEL may operate or invest. The Company has identified certain risks pertinent to its investment including: exploration and reserve risks, uncertainty of reserve estimates, ability to exploit successful discoveries, drilling and operating risks, title to properties, costs and availability of materials and services, capital markets and the requirement for additional capital, market perception, loss of or changes to production sharing, joint venture or related agreements, economic, political and sovereign risks, possibility of less developed legal systems, corporate and regulatory formalities, environmental regulation, reliance on strategic relationships, market risk, competition, dependence on key personnel, volatility of future oil and gas prices and foreign currency risk. The Company has an accumulated deficit since inception of $18,555.201.

Management considers that the current economic environment is difficult and the outlook for holding companies investing in oil and gas exploration companies presents significant challenges in terms of raising funds through issuance of shares. To the extent necessary, the Company has relied on its ability to raise funds via dispositions of quantities of its shareholdings in FEL to PXP under terms that are consistent with the best interests of shareholders, in order to finance its operations. The Company has been successful in disposing quantities of its shareholdings in FEL in previous fiscal years. However, there can be no assurance the Company will continue to be able to dispose of quantities of its shares in FEL under suitable terms. Currently management has no plans to sell any additional FEL shares.

Since the delisting of FEL from the London Stock Exchange, there is no liquidity via a public market for the FEL shares. As the Company is wholly reliant on the information disclosed by PXP concerning the business of FEL, the Company may not be able to obtain information necessary to facilitate a wider sales process and may be reliant on significant shareholders of PXP for the disposition of any of its FEL shares. Management continues to look at all options including raising funds to operate and participate in future FEL financings by way of debt or equity financings. Given the share price of the Company, and given that any external financings may have been extremely dilutive, the Company undertook a rights offering during the 2020 to raise funds to sustain operations.

Management has concluded that the combination of these circumstances gives rise to a material uncertainty that casts substantial doubt on the ability of the Company to continue as a going concern; therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

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FEC RESOURCES INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

March 31, 2022

(Stated in United States Dollars)

Note 3 Summary of Significant Accounting Policies and Critical Accounts Estimates and Judgments

These interim condensed financial statements have been prepared using the same accounting policies and methods of computation as the annual financial statements for the year ended December 31, 2021. In addition, these interim condensed financial statements have been prepared using the same critical accounting estimates and judgments as the annual financial statements for the year ended December 31, 2021. Accordingly, the interim condensed financial statements should be read in conjunction with the financial statements for the year ended December 31, 2021.

Note 4 Standards, Amendments and Interpretations

Note 5 Share Capital

a) Authorized:

The Company is authorized to issue an unlimited number of common shares without par value; and

The Company is authorized to issue an unlimited number of Class A and Class B preferred convertible redeemable voting shares without par value.

Issued:

Common Shares	Number		Amount

| Balance March 31, 2022 and December 31, 2021 | | 861,082,371 | $ | 17,620,625 |

No preferred shares have been issued since the Company’s inception.

8

FEC RESOURCES INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

March 31, 2022

(Stated in United States Dollars)

Note 5 Share Capital (continued)

b) Nature and Purpose of Equity and Reserves

The reserves recorded in equity on the Company’s balance sheet include Contributed Surplus and Deficit.

Contributed Surplus is used to recognize the value of stock option grants prior to exercise.

Deficit is used to record the Company’s change in deficit from earnings and losses from period to period.

Note 6 Related Party Transactions and Balances

During the quarter ended March 31, 2022, general and administrative expenses included key management personnel compensation totaling $12,000 (2021: $12,000).

9

FEC RESOURCES INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

March 31, 2022

(Stated in United States Dollars)

Note 7 General and Administrative Expenses

	Three Months<br> <br>Ended<br> <br>March 31, 2022		Three Months<br> <br>Ended<br> <br>March 31, 2021

| Professional fees | $ | 4,328 | $ | 3,508 |

| Bank charges | | 968 | | 1,045 |

| Listing and filing fees | | 2,916 | | 3,756 |

| Office and miscellaneous | | 5,930 | | 6,499 |

| Consulting (Note 6) | | 27,929 | | 27,912 |

| Foreign exchange | | 2,388 | | 494 |

| | $ | 44,459 | $ | 43,214 |

Note 8 Loss Per Share

Weighted Average Number of Common Shares

	March 31,<br> <br>2022		March 31,<br> <br>2021

| Weighted average number of common shares (basic and diluted) | | 861,082,371 | | 861,082,371 |

Note 9 Investment in FEP

i) Investment in FEP

The investment in FEP is summarized as follows:

Balance March 31, 2022 and December 31, 2021	6,117,238 shares	$	1,835,111

As at March 31, 2022, the Company’s interest in FEP was 6.80% (December 31, 2021: 6.80%).

FEL’s assets consist of interests in various petroleum service contracts (SC) in the Philippines, the most significant of which in terms of Prospective Resources is SC 72. On March 2, 2015, the Philippine Department of Energy (“DOE”) granted a force majeure on SC 72 because the contract area falls within the territorial disputed area of the West Philippine Sea. Under the terms of the force majeure, all exploration work at SC 72 was immediately suspended until the DOE notified PXP that it could re-commence exploration. On October 16, 2020, FEL received a letter from the DOE lifting the force majeure and directing FEL to resume exploration activities on SC 72.

10

FEC RESOURCES INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

March 31, 2022

(Stated in United States Dollars)

Note 9 Investment in FEP(continued)

Determination of fair value

The investment in FEL represents an investment in a private company for which there is no active market and for which there are no publicly available quoted market prices.

The Company has classified its investment in FEL as Level 2 in the fair value hierarchy.

For purposes of determining fair value of the investment in FEL, the Company considered valuation techniques described in IFRS 13 – Fair Value Measurement. In respect of the investment in FEL, management considered the fair value of $1,835,111 to be indicative of the fair value of the investment in FEL upon the adoption of IFRS 9, as there have been no changes in the circumstances that would change management’s assessment of fair value. The fair value of the investment is consistent with the implied value based on the price of the April 14, 2020 financing which is a Level 2 input.

Note 10 Segmental Reporting

The Company has one reportable operating segment which is primarily the business of exploration and development of oil and gas and other mineral related opportunities, through companies in which the Company invests.

Note 11 Subsequent Event

On April 6, 2022, PXP as operator under Service Contract No. 72, received a directive from the DOE to “put all on hold all exploration activities for SC 72 until such time that the Security, Justice and Peace Coordinating Cluster (“SJPCC”) has issued the necessary clearance to proceed.” On April 8, PXP and FEL advised the DOE that in compliance with the DOE directive they “have suspended (or caused the suspension of) all activities in the West Philippine Sea beginning April 6, 2022, in the process, incurring substantial stand-by and other costs.” On April 11, 2022, as a result of not receiving the necessary clearance, force majeure was once again declared on SC 72.

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fecof_ex993.htm EXHIBIT 99.3

FORM 52‑109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Daniel Carlos, President and Chief Executive Officer of FEC Resources Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of FEC Resources Inc. (the “issuer”) for the interim period ended March 31, 2022.
2. ****	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. ******	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 24, 2022

“Daniel Carlos”

| Daniel Carlos |

| President and Chief Executive Officer |

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52‑109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52‑109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52‑109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
	i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52‑109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

fecof_ex994.htm EXHIBIT 99.4

FORM 52‑109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Mark Rilles, Chief Financial Officer of FEC Resources Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of FEC Resources Inc. (the “issuer”) for the interim period ended March 31, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 24, 2022

“Mark Rilles”

| Mark Rilles |

| Chief Financial Officer |

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52‑109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52‑109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52‑109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
	i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52‑109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

fecof_ex995.htm EXHIBIT 99.5

FEC HEADQUARTERS<br> <br>Vancouver, British Columbia<br> <br>E-mail: info@FECResources.com<br> <br>Website: http://www.FECResources.com

FEC RESOURCES REPORTS ON SC 72 FORCE MAJEURE DECLARATION

Dateline: Vancouver, British Columbia

Ticker: “FECOF”

Date: April 13, 2022

FEC **** RESOURCES **** INC. **** (PINK: FECOF) (“FEC” or the “Company”) wishes to make shareholders aware of the following letter that was sent to the Philippine Stock Exchange by PXP Energy Corporation effectively declaring Force Majeure on Service Contract 72.

“11 April 2022

PHILIPPINE **** STOCK **** EXCHANGE, **** INC.

6/F Philippine Stock Exchange Tower

5th Avenue corner 28^th^ Street

Bonifacio Global City, Taguig City

Attention: ****	Ms. Janet A. Encarnacion

| | Head, Disclosure Department |

Gentlemen:

PXP Energy Corporation (“the Company” or “PXP”) wishes to inform the Exchange that (i) PXP, as operator under Service Contract No. 75 and (ii) Forum (GSEC 101) Limited (“Forum”), as operator under Service Contract No. 72, received a directive from the Department of Energy (“DOE”) on 6 April 2022 to “put all on hold all exploration activities for SC 75 and SC 72 until such time that the [Security, Justice and Peace Coordinating Cluster (“SJPCC”)] has issued the necessary clearance to proceed.”

This was the first time that PXP and Forum learned of this requirement for a clearance from the SJPCC before undertaking the work obligations that the DOE has required PXP and Forum to undertake in respect of SC 75 and SC 72, respectively, following the lifting of Force Majeure by the DOE on 14 October 2020, under threat of cancellation of SC 75 (in respect of PXP) and SC 72 (in respect of Forum).

Nevertheless, after PXP and Forum received the directive of the DOE to suspend exploration activities on 6 April 2022, both operators complied with this directive by suspending their respective activities. PXP and Forum, however, understood the suspension to be temporary considering that (i) the DOE has been keen for exploration activities to be conducted since the DOE’s lifting of the Force Majeure on 14 October 2020; and (ii) both operators have been closely coordinating with the DOE regarding the planned exploration activities (which are part of their respective work obligations under SC 75 and SC 72). Taking these into account, PXP and Forum, through their letters dated 8 April 2022, expressed willingness to resume activities immediately (and no later than 11 April 2022), but if they have not received written confirmation from the DOE by 10 April 2022 that they can resume their activities on 11 April 2022 at the latest, they will consider the suspension of work issued by the DOE to be indefinite and a Force Majeure event that will entitle them to be excused from the performance of their respective obligations and to the extension of the exploration period under SC 75 and SC 72.

To date, PXP and Forum have not received advice from the DOE that they can resume their exploration activities. Thus, they have been constrained to stand by their Force Majeure declarations and to terminate with immediate effect all the supply and services agreements they have put in place to carry out the work obligations imposed by the DOE, to mitigate losses arising from what now appears could be an indefinite suspension of exploration activities.

1

FEC HEADQUARTERS<br> <br><br><br>Vancouver, British Columbia<br> <br>E-mail: info@FECResources.com<br> <br>Website: http://www.FECResources.com

PXP holds 50% interest in SC 75 located in Northwest Palawan. Forum Energy Limited (“FEL”), in which PXP holds a direct and indirect interest of 79.13%, has a 70% participating interest in SC 72 located in Northwest Palawan, through its wholly-owned subsidiary Forum. PXP has a total economic interest of 54.36% in SC 72.

Very truly yours,

(signed)

Daniel Stephen P. Carlos

President”

The Board will continue to update shareholders on any developments regarding SC 72 as we become aware of them.

On behalf of the Board of,

FEC Resources Inc.

Daniel Carlos

Director and Chief Executive Officer

For more information please e-mail info@FECResources.com or visit the FEC Resources website at www.fecresources.com

2

fecof_ex996.htm

EXHIBIT 99.6

FEC RESOURCES INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the shareholders (the “Shareholders”) of FEC Resources Inc. (the “Corporation”) will be held at the offices of Gowling WLG (Canada) LLP, Suite 2300 -550 Burrard Street, Vancouver, British Columbia, V6C 2B5, on Friday, June 17, 2022, at the hour of 11:00 a.m., (Vancouver time) (the “Meeting”), for the following purposes:

1.	To receive the report of the directors of the Corporation (the “Directors”) to the shareholders and the consolidated financial statements of the Corporation together with the Auditors’ Report thereon for the financial year ended December 31, 2021;
2.	To appoint the auditors of the Corporation (the “Auditors”) for the ensuing year and to authorize the Directors to fix the remuneration to be paid to the Auditors;
3.	To set the number of directors of the board of directors of the Corporation (the “Board”) at three (3);
4.	To elect the Directors for the ensuing year; and
5.	To transact such further or other business as may properly be brought before the meeting or any adjournments thereof.

CAUTION CONCERNING COVID-19 OUTBREAK

At the date of this notice (“Notice”) and the accompanying information circular (“Information Circular”) it is the intention of the Corporation to hold the Meeting at the location stated above in this Notice. We are continuously monitoring development of current coronavirus disease 2019 (“COVID-19”) outbreak. In light of the rapidly evolving public health guidelines related to COVID-19, we ask Shareholders to consider voting their shares by proxy and not attend the meeting in person. Those Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada available at: https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html. We ask that Shareholders also review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All Shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Information Circular accompanying this Notice.

The Corporation reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR as well as on our Corporation website at http://www.fecresources.com/. We strongly recommend you check the Corporation’s website prior to the Meeting for the most current information. IN THE EVENT OF ANY CHANGES TO THE MEETING FORMAT DUE TO THE COVID‑19 OUTBREAK, THE CORPORATION WILL NOT PREPARE OR MAIL AN AMENDED NOTICE, INFORMATION CIRCULAR OR MEETING MATERIALS.

DATED at Vancouver on May 13, 2022.

By Order of the Board<br> <br><br> <br>Signed “Daniel Carlos”

| President and Chief Executive Officer |

fecof_ex997.htm

EXHIBIT 99.7

FEC RESOURCES INC.

INFORMATION CIRCULAR

(As of May 13, 2022, except as indicated)

SOLICITATION OF PROXIES

This information circular (“Information Circular”) is furnished in connection with the solicitation of proxies by the management of FEC Resources Inc. (the “Corporation”) for use at the Annual General Meeting of the Corporation to be held on Friday, June 17, 2022 and at any adjournment thereof (the “Meeting”) at the time and place and for the purposes set forth in the accompanying Notice of Meeting (“Notice”). Unless the context otherwise requires, references to the Corporation include the Corporation and its subsidiaries. The solicitation will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by officers and employees of the Corporation. The cost of solicitation will be borne by the Corporation.

Unless otherwise stated the information herein is given as of May 13, 2022.

CAUTION CONCERNING COVID-19 OUTBREAK

At the date of this Information Circular it is the intention of the Corporation to hold the Meeting at the location stated above. We are continuously monitoring development of current coronavirus disease 2019 (“COVID-19”) outbreak. In light of the rapidly evolving public health guidelines related to COVID-19, we ask holders (“Shareholders”) of common shares of the Corporation (“Common Shares”) to consider voting their shares by proxy and not attend the meeting in person. Those Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada available at: https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html. We ask that Shareholders also review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All Shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in this Information Circular.

There is enclosed herewith a form of proxy for use at the Meeting. Each Shareholder who is entitled to attend and vote at the Meeting is urged to vote by proxy on matters to be considered.

1

APPOINTMENT AND REVOCATION OF PROXIES

An instrument appointing a proxy shall be in writing and shall be executed by the registered Shareholder (“Registered Shareholder”) or his attorney authorized in writing or, if the Registered Shareholder is a company, by an officer or attorney thereof duly authorized.

Those Registered Shareholders desiring to be represented by proxy at the Meeting must deposit their forms of proxy with COMPUTERSHARE INVESTOR SERVICES INC. at its offices at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 not less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting, or any adjournment thereof, or with the chairman of such Meeting on the day of the Meeting or any adjournment thereof, prior to the use thereof at the Meeting, or any adjournment thereof. A proxy must be executed by the Shareholder or his attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the meeting in respect of which it is given or any adjournment of that meeting.

The persons named in the instrument of proxy (“Instrument of Proxy”) accompanying this Information Circular are either officers, directors or consultants of the Corporation. A Registered Shareholder submitting an Instrument of Proxy shall have the right to appoint a person to represent the Registered Shareholder at the Meeting other than the person(s) designated in the Instrument of Proxy furnished by the Corporation. To exercise this right, the Shareholder must either insert the name of the desired representative in the blank space provided in the Instrument of Proxy and strike out the other names or submit another proper form of proxy. An Instrument of Proxy will not be valid unless it is deposited at the offices of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, not less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting, or any adjournment thereof, or with the chairman of such Meeting on the day of the Meeting or any adjournment thereof, prior to the use thereof at the meeting or adjourned meetings.

A person giving a proxy has the power to revoke it. In addition to revocation in any other manner permitted by law, an Instrument of Proxy may be revoked by instrument in writing executed by the Registered **** Shareholder or by his attorney authorized in writing or, if the Registered **** Shareholder is a corporation, by an officer or attorney duly authorized, and delivered to the registered office of the Corporation at Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5 at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which such Instrument of Proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof, and upon either of such deliveries, the Instrument of Proxy shall be revoked. If a person who has given a proxy attends personally at the Meeting at which such proxy is to be voted, such person may revoke the proxy and vote in person.

NON‑REGISTERED SHAREHOLDERS

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders are “non-registered” Shareholders because the Common Shares they own are not registered in their names but are instead registered in the names of a brokerage firm, bank or other intermediary or in the name of a clearing agency. Shareholders who do not hold their Common Shares in their own name (referred to herein as “Beneficial Shareholders”) should note that only Registered Shareholders may vote at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in such Shareholder’s name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS Inc. (the registration name for CDS Clearing and Depository Services Inc., which company acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the brokers’ clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

2

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided by the Corporation to the Registered Shareholders. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically prepares a machine‑readable voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of Common Shares must be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted.

This Information Circular and accompanying materials are being sent to both registered and non-registered owners of Common Shares. If you are a non-registered owner of Common Shares and the Corporation or its transfer agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own (“OBOs”) and those who do not object to their identity being made known to the issuers of the securities they own (“NOBOs”). Subject to the provisions of National Instrument 54‑101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54‑101”) issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents. Pursuant to NI 54‑101, issuers may obtain and use the NOBO list for distribution of proxy‑related materials directly (not via Broadridge) to such NOBOs. The Corporation is sending proxy-related materials directly to NOBOs under NI 54-101.

By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions (the “VIF”).

In either case, the purpose of this procedure is to permit Beneficial Shareholders to direct the voting of the Common Shares which they beneficially own. If a Beneficial Shareholder wishes to attend the Meeting or have someone else attend on his behalf, then the Beneficial Shareholder may write the applicable name in the space provided in the VIF, which will grant the Beneficial Shareholder or his nominee the right to attend and vote at the Meeting.

IF YOU ARE A NON‑REGISTERED OWNER AND WISH TO VOTE IN PERSON AT THE MEETING, PLEASE REFER TO THE INSTRUCTIONS SET OUT ON THE VIF THAT ACCOMPANIES THIS INFORMATION CIRCULAR.

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The Corporation has not adopted the notice and access procedure described in NI 54‑101 and National Instrument 51‑102 - Continuous Disclosure Obligations (“NI 51-102”) to distribute its proxy related materials to the Registered Shareholders and Beneficial Shareholders. In addition, the Corporation does not intend to pay for intermediaries to forward to OBOs under NI 54-101 the proxy-related materials and Form 54-101F7 - Request for Voting Instructions Made by Intermediary, and that in the case of an OBO, the OBO will not receive the materials unless the OBO’s intermediary assumes the cost of delivery.

EXERCISE OF DISCRETION BY PROXY

The Common Shares represented by a properly executed proxy in favour of persons proposed by management of the Corporation as proxyholders in the accompanying form of proxy will:

(a) be voted or withheld from voting in accordance with the instructions of the person appointing the proxyholder on any ballot that may be taken; and

(b) where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be voted in accordance with the specification made in such proxy

ON A POLL SUCH COMMON SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED BY THE SHAREHOLDER.

The enclosed Instrument of Proxy confers discretionary authority on the persons named therein with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly come before the Meeting. As at the date of this Information Circular, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting, other than those matters referred to in the Notice.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value (“Preferred Shares”). As at May 13, 2022 (the “Record Date”), the Corporation had 861,082,371 Common Shares issued and outstanding. There are no Preferred Shares issued and outstanding. The holders of Common Shares are entitled to one vote for each Common Share held. Holders of Common Shares of record at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting.

On a show of hands, every individual who is present and is entitled to vote as a Shareholder or as a representative of one or more corporate Shareholders, or who is holding a proxy on behalf of a Shareholder who is not present at the Meeting, will have one vote, and on a poll every Shareholder present in person or represented by a proxy and every person who is a representative of one or more corporate Shareholders, will have one vote for each Common Share. Shareholders represented by proxy holders are not entitled to vote on a show of hands.

To the best of the knowledge of the directors and senior officers of the Corporation, no person beneficially owns, directly or indirectly, or exercises control or direction over shares carrying 10% or more of the voting rights attached to all shares of the Corporation except as noted below.

Name	No. of Common Shares^(1)^	Percentage

| PXP Energy Corporation | 674,999,986 | 78.39% |

Note:

(1) The number of Common Shares held pursuant to the Corporation’s list of registered shareholders.

The By-laws of the Corporation provide that a quorum for any meeting of Shareholders shall be two (2) Shareholders present in person or represented by proxy or duly authorized representative not being less than two (2) in number.

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STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Guiding Principles and Objectives

The compensation committee of the Corporation (the “Compensation Committee”) reviews and makes recommendations to the board of directors of the Corporation (the “Board”) concerning the terms of the compensation packages provided to the Corporation’s senior executive officers, including salary, bonus and awards under our stock option plan and any other compensation plans that the Corporation may adopt in the future. In 2021, the Compensation Committee was comprised of one member being Paul Wallace. Mr. Wallace is not independent by virtue of the fact that he is or has within the last three years been an executive officer of the Corporation. Members of the Compensation Committee for 2022 are to be appointed following the Meeting.

The member of the Compensation Committee has direct experience which is relevant to his responsibilities in executive compensation as he has been previously, or is currently, involved with compensation matters at other companies, both public and private, which he is a director.

The Corporation's executive compensation program consists of an annual base salary or management fee, a longer term component consisting of stock options, and a living allowance, if considered appropriate by the Compensation Committee.

The Corporation’s executive compensation policy is designed to provide competitive compensation to enable the Corporation to attract and retain high-quality and high-performance executives who will significantly contribute to the Corporation’s ability to meet its strategic business objectives. The Corporation also believes in the importance of encouraging executives to own Common Shares in the Corporation to more fully align management with the interests of Shareholders and focus management’s activities on developing and implementing strategies that create and deliver value for Shareholders.

In determining executive compensation, the Committee considers the availability of cash compensation, options, stock appreciation rights, securities purchase programs, restricted shares, restricted share units and other incentive plans, and places relative emphasis on each depending on the present circumstances of the Corporation, the person being compensated, his or her experience and performance within the Corporation and the industry in which the Corporation operates and the position that person fills in the Corporation. The Compensation Committee, in the past, has tended to place emphasis on the granting of cash compensation and options. In determining executive compensation, the Compensation Committee also considers the relative merits of both annual and long-term compensation, and considers that either or both annual or long-term compensation can be in the best interest of the Corporation depending on the present circumstances of the Corporation, the person being compensated, his or her experience and performance within the Corporation and the industry in which the Corporation operates and the position that person fills in the Corporation. In determining new option grants, the Compensation Committee may or may not take into account the amount and terms of outstanding options, stock appreciation rights, restricted shares and restricted share units, where applicable. The Compensation Committee’s decision in relation to new option grants will depend on the circumstances of the grant and the present circumstances of the Corporation, as well as the person being compensated, his or her experience and performance within the Corporation and the industry in which the Corporation operates and the position that person fills in the Corporation. The Compensation Committee considers that corporate performance is directly tied to executive compensation when the Corporation grants options as part of executive compensation.

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Base Salary

The Compensation Committee sets and approves the base salary to be paid to the Chairman of the Corporation (the “Chairman”), Chief Executive Officer of the Corporation (“CEO”) and Chief Financial Officer of the Corporation (the “CFO”) and to other senior executive officers of the Corporation.

All base salaries for other employees, if any, of the Corporation are determined by senior management.

Stock Options

The Corporation has a formalized stock option plan for the granting of incentive stock options to the officers, employees, consultants and directors of the Corporation. There are currently no stock options outstanding. Any grants would be made to officers, employees, consultants or directors on the basis of the number of stock options then held, position, overall individual performance, anticipated contribution to the Corporation's future success and the individual's ability to influence corporate and business performance.

Chief Executive Officer Compensation

The compensation of the CEO would ideally consist of an annual base salary determined in the manner described in the above discussion of compensation for all executive officers and positions the CEO within a range based on the CEO's experience and performance within the Corporation and the industry in which the Corporation operates. With respect to the Corporation’s most recent completed financial years, and in light of the Corporation’s financial condition, the CEO was compensated with a modest salary.

Other Matters

The Corporation has not placed a restriction on the purchase by its NEOs (as hereinafter defined) or directors of financial instruments (including prepaid variable forward contracts, equity swaps, collars or units of exchange funds) that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly by the NEOs or directors. The NEOs have advised that they do not hold any Common Shares.

The Board and the Compensation Committee have not formally considered the implications of the risks associated with the Corporation’s compensation policies and practices.

Summary Compensation Table

The following table sets forth all annual and long term compensation for services in all capacities to the Corporation and its subsidiaries for the three (3) most recently completed financial years in respect of each of the individuals who were, as at December 31, 2021, the Chief Executive Officer and the other three most highly compensated executive officers of the Corporation (the “Named Executive Officers” or **** “NEOs”) including any individual who would have qualified as a NEO, but for the fact that the individual was not serving as such an officer at the end of the most recently completed financial year.

For the purposes of this Information Circular, a Named Executive Officer means each of the following individuals:

(a)	the CEO;
(b)	the CFO;
(c)	each of the Corporation’s three most highly compensated executive officers, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 as determined in accordance with subsection 1.3(6) of Form 51‑102F6, for the December 31, 2021 financial year; or
(d)	each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer, nor acting in a similar capacity at December 31, 2021.

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During financial year ending December 31, 2021, the Corporation had two (2) NEOs. Namely Daniel Carlos, President and CEO, and Mark Rilles, CFO.

					Non-equity incentive plan compensation ()

| Daniel Carlos ^(2)^ | 2021 | Nil | Nil | Nil | Nil | Nil | Nil | Nil |

| CEO and President | 2020 | Nil | Nil | Nil | Nil | Nil | Nil | Nil |

| | 2019 | N/A | N/A | N/A | N/A | N/A | N/A | N/A |

| Mark Rilles^(3)^ | 2021 | Nil | Nil | Nil | Nil | Nil | Nil | Nil |

| CFO | 2020 | Nil | Nil | Nil | Nil | Nil | Nil | Nil |

| | 2019 | N/A | N/A | N/A | N/A | N/A | N/A | N/A |

All values are in US Dollars.

Notes:

(1)	Financial years ended December 31.

| (2) | Mr. Carlos was appointed as Director, President and CEO on October 30, 2020. |

| (3) | Mr. Rilles was appointed as CFO on October 30, 2020. |

Incentive Plan Awards

Outstanding Share-Based and Option-Based Awards

There were no incentive stock options (option-based awards) or share-based awards granted to the NEO outstanding as at December 31, 2021, including awards granted before the financial year ended on December 31, 2021.

Pension Plan Benefits

The Corporation will not have any form of pension plan and it is not expected that one will be implemented in the foreseeable future.

Termination and Change of Control Benefits

The Corporation does not have any employment contracts. There are no other compensatory plans or arrangements, including payments to be received from the Corporation or its subsidiaries, with respect to a NEO that result or will result from the resignation, retirement or any other termination of employment of the officer’s employment with the Corporation or any of its subsidiaries or from a change of control of the Corporation or any subsidiary of the Corporation or a change in the NEO’s responsibilities following a change in control of the Corporation or any subsidiary of the Corporation.

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Director Compensation

The following table sets forth all amounts of compensation provided to the directors, who are each not also NEOs, for the Corporation’s most recently completed financial year.

Name	Fees<br> <br>Earned<br> <br>($)	Share-<br> <br>based<br> <br>awards<br> <br>($)	Option-<br> <br>based<br> <br>awards<br> <br>($)	Non-equity<br> <br>incentive<br> <br>plan<br> <br>compensation<br> <br>($)	Pension<br> <br>value<br> <br>($)	All other<br> <br>compensation<br> <br>($)	Total<br> <br>($)

| Paul Wallace^(1)^ | $24,000 | Nil | Nil | Nil | Nil | Nil | $24,000 |

| Claro Ramirez | $24,000 | Nil | Nil | Nil | Nil | Nil | $24,000 |

Note:

(1)	Mr. Wallace was appointed President and CEO on August 15, 2015 and CFO on June 15, 2015. Mr. Wallace resigned as President, CEO, and CFO on October 30, 2020.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Corporation has in place is its stock option plan (the “Plan”). The Plan has been established to provide incentive to qualified parties to increase their proprietary interest in the Corporation and thereby encourage their continuing association with the Corporation. The Plan is administered by the directors of the Corporation. The Plan provides that stock options will be issued to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation. The Plan provides that the number of Common Shares issuable under the Plan, together with all of the Corporation’s other previously established or proposed share compensation arrangements, may not exceed 10% of the total number of issued and outstanding Common Shares. All stock options expire on a date not later than five years after the date of grant of such option. As at the date of this Information Circular, no stock options are outstanding under the Plan, and an additional 86,108,237, stock options may be granted (based on the current issued capital of 861,082,371 Common Shares).

The following table sets out equity compensation plan information as at the end of the financial year ended December 31, 2021.

Equity Compensation Plan Information

	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

| Plan Category | (a) | (b) | (c) |

| Equity compensation plans approved by securityholders | Nil | N/A | Nil |

| Equity compensation plans not approved by securityholders | Nil | N/A | 86,108,237 |

| Total | Nil | | 86,108,237 |

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AUDIT COMMITTEE

Under National Instrument 52-110 – Audit Committees, companies are required to provide disclosure with respect to their audit committee including the text of the audit committee’s charter, composition of the audit committee and the fees paid to the external auditor. This information is set out in the attached Schedule “A”.

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

National Instrument 58‑101 – Disclosure of Corporate Governance Practices requires issuers to disclose the corporate governance practices that they have adopted. The corporate governance practices adopted by the Corporation are set out in Schedule “B”.

INDEBTEDNESS TO CORPORATION OF DIRECTORS AND EXECUTIVE OFFICERS

At any time during the Corporation’s last completed financial year or as of May 13, 2022, no director, executive officer, employee, proposed management nominee for election as a director of the Corporation nor any associate of any such director, executive officer, or proposed management nominee of the Corporation or any former director, executive officer or employee of the Corporation or any of its subsidiaries is or has been indebted to the Corporation or any of its subsidiaries or is or has been indebted to another entity where such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, other than routine indebtedness.

MANAGEMENT CONTRACTS

The Corporation is not currently a party to any management contracts.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No director or executive officer of the Corporation, or any person who has held such a position since the beginning of the last completed financial year end of the Corporation, nor any nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors or the appointment of the auditor and as may be set out herein.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Corporation, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Corporation or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries since January 1, 2021 (being the commencement of the Corporation’s last completed financial year), or has any interest in any material transaction in the current year except for PXP Energy Corporation (“PXP”).

PXP loaned the Corporation US$198,620 so that the Corporation could pay its share of the pre-drilling costs of Forum Energy Limited (“FEL”), a private company in which, as of December 31, 2021, the Corporation holds a 6.8% interest. The loan carries interest at Libor plus 3.5%, both interest and principal are repayable on the earlier of a) December 31, 2023 or b) any equity issuance by FEC or c) any sale of FEL shares by FEC or d) any third party borrowing by the Corporation.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Corporation’s directors, the only matters to be placed before the Meeting are those set forth in the accompanying Notice of Meeting relating to receiving and considering the financial statements, appointing the auditors, setting the number of directors, and electing the directors.

1. FINANCIAL STATEMENTS

The audited consolidated financial statements of the Corporation dated December 31, 2021 and the auditor’s report thereon are incorporated in this Information Circular when mailed to the Shareholders. No formal action will be taken at the Meeting to approve the financial statements.

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2. APPOINTMENT OF AUDITOR

At the Meeting, Shareholders will be asked to vote for the reappointment of Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, as auditors of the Corporation and to authorize the directors of the Corporation to fix their remuneration.

Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, were first appointed auditors of the Corporation on February 15, 2018.

3. ELECTION OF DIRECTORS

The Board presently consists of three (3) directors, all of whom are elected annually. It is proposed that the persons below will be nominated at the Meeting. Each director of the Board elected will hold office until the next annual general meeting of Shareholders or until his successor is duly elected or appointed pursuant to the By-Laws of the Corporation.

Unless otherwise specified, proxies in the accompanying form will be voted in favour of the three (3) people named below (the “Nominees”) to be elected as directors by the Shareholders. However, if a vacancy occurs among such Nominees because of death or for any other reason, prior to the Meeting, proxies shall not be voted to fill such vacancy.

The following table sets forth, in respect of each Nominee, all positions currently held with the Corporation, present principal occupation or employment, material occupations and positions currently held and the approximate number of Common Shares of the Corporation beneficially owned directly or indirectly as of May 13, 2022. The information contained herein is based upon information furnished by the respective Nominees.

Name, Province or State, and Country of Residence and Position	**<br> <br>Principal Occupation, Business or Employment**	Previous Service<br> <br>as a Director	Number of Common Shares Beneficially Owned or Controlled, or Directed, Directly or Indirectly

| Claro Ramirez^(1)(2)^ **** British Columbia, Canada Director | Mr. Ramirez is presently the Managing Director of his own consulting company, Ramirez Management Consulting Inc.; President and CEO of First Coconut Manufacturing Inc., a manufacturer of coconut products from January 2015 until May 2018. | Since October 2011 | Nil |

| Paul Wallace^(1)(2)(3)^ United Kingdom Director | Chartered Professional Accountant; former President and CEO of the Corporation from August 2015 – October 2020. | Since November 2012 | Nil |

| Daniel Carlos^(1)(4)^ **** Manila, Philippines President, CEO and Director | President and Director of PXP Energy Corporation from August 2015 to present; President of Forum Energy Philippines Corporation, an oil & gas exploration & production company, **** from July 2013 to present. | Since October 2020 | Nil |

Notes:

(1)	Member of the Audit Committee of the Corporation.

| (2) | Member of the Corporate Governance Committee of the Corporation. |

| (3) | Member of the Compensation Committee. |

| (4) | Daniel Carlos is the nominee of PXP Energy Corporation (formerly Philex Petroleum Corporation) which owns 674,999,986 shares of the Corporation. |

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Corporate Cease Trade Orders or Bankruptcies

Except as indicated below, none of the proposed directors of the Corporation (or any of their personal holding companies):

(a)	is, as at the date of this Information Circular, or has been, within ten (10) years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company, including the Corporation, that:

(i)

was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii)

was the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation in each case for a period of 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer in the relevant company which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

(b)

is as at the date of this Information Circular or has been within the ten (10) years before the date of this Information Circular, a director or executive officer of any company (including the Corporation), that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c)

has, within the ten (10) years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager as trustee appointed to hold the assets of that individual.

On May 5, 2016, the Alberta Securities Commission issued a cease trade order (the “Alberta Order”) against the Corporation for not having filed annual audited financial statements, annual management’s discussion and analysis, and certification of annual filings for the year ended December 31, 2015.

On May 16, 2016, the British Columbia Securities Commission (“BCSC”) issued a cease trade order (the “BC Order” and collectively with the Alberta Order, the “2016 Orders”) against the Corporation for not having filed:

1.	annual audited financial statements for the year ended December 31, 2015, as required under Part 4 of NI 51-102 and section 5(b) of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets (“MI 51-105”);
2.	a Form 51-102F1 Management's Discussion and Analysis for the period ended December 31, 2015, as required under Part 5 of NI 51-102 and section 5(b) of MI 51-105; and
3.	a Form 51-102F2 Annual Information Form for the year ended December 31, 2015, as required under section 5(c) of MI 51-105,
(the “Required Records”).

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On September 6, 2016, the Required Records were filed. Paul Wallace was the CEO and CFO of the Corporation and Claro Ramirez was a director of the Corporation, at the time of the 2016 Orders were issued. The 2016 Orders were revoked on January 24, 2019.

None of the proposed directors (or any of their personal holding companies) has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

4. OTHER MATTERS

Management of the Corporation is not aware of any other matter to come before the Meeting other than as set forth in the Notice. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

5. ADDITIONAL INFORMATION

Additional information regarding the Corporation and its business activities is available on the SEDAR website located at www.sedar.com “Company Profiles – FEC Resources Inc.” The Corporation’s financial information is provided in the Corporation’s audited comparative financial statements and related management discussion and analysis for its most recently completed financial year and may be viewed on the SEDAR website at the location noted above. Shareholders of the Corporation may request copies of the Corporation’s financial statements and related management discussion and analysis by contacting the Corporation at email: info@fecresources.com.

The contents of this Information Circular and the sending of it to Shareholders have been approved by the Board.

Dated: May 13, 2022

Signed:	“Daniel Carlos”

| | Daniel Carlos President and Chief Executive Officer |

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SCHEDULE “A”

AUDIT COMMITTEE DISCLOSURE

Under National Instrument 52-110 – Audit Committees (“NI 52-110”), companies are required to provide disclosure with respect to their audit committee, including the text of the audit committee’s charter, the composition of the audit committee and the fees paid to the external auditor. This information is set out below.

Composition of the Audit Committee

As at May 13, 2022, the following are the members of the Corporation’s Audit Committee (the “Audit Committee”):

Member	Independent ^(1)^	Financially literate^(2)^

| Paul Wallace | No | Yes |

| Claro Ramirez | Yes | Yes |

| Daniel Carlos | No | Yes |

Notes:

(1)	A member of an audit committee is independent if the member has no direct or indirect material relationship with the Corporation which could, in the view of the board of directors of the Corporation (the “Board”), reasonably interfere with the exercise of a member’s independent judgment. Mr. Wallace is not independent by virtue of being a former NEO.
(2)	An individual is financial literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

Relevant Education and Experience

The following is a summary of the Audit Committee members education and experience which is relevant to the performance of their responsibilities as an Audit Committee member:

Daniel Carlos. Mr. Carlos is currently the President and a Director of PXP Energy Corporation, the Corporation's majority shareholder. He obtained his Bachelor of Science (B.Sc.) degree in Geology from the University of the Philippines (1984) and holds a Master of Science (M.Sc.) degree in Petroleum Geoscience from the Norwegian University of Science and Technology or NTNU (2002). He also has a Diploma in Petroleum Exploration and Reservoir Evaluation from the University of Trondheim, now NTNU (1988). In February 2007, he joined Forum Energy Philippines Corporation (“FEPC”) as Vice President for Exploration and was appointed President since July 2013 to present. He was appointed President of PXP Energy Corporation in August 2015. He is the Resident Agent in the Philippines of Forum (GSEC 101) Limited, which operates SC 72 or Recto Bank. He is also the President of Forum Exploration, Inc., a subsidiary of FEPC, which operates SC 40 or North Cebu Block.

Paul Frederick Wallace*.* Mr. Wallace is a Chartered Professional Accountant and was for a period of eight years a partner of Price Waterhouse until 1995. He was appointed as the Chief Financial Officer of Hong Kong based First Pacific Company Limited from 1995 to 1997, from 2003 to 2004, and again in February 2014 until June 2015. He was appointed Group Finance Director of the Sanctuary Group plc between 2005 and 2008. Mr. Wallace was appointed as Chief Executive Officer of Blue Ocean Wireless Limited in May 2009 until June 2011, and as a Non-Executive Director of JPMorgan Global Emerging Markets Income Trust Plc in June 2010 until November 2015. He was also the Finance Director of Forum Energy Limited and a Director of Pitkin Petroleum Limited, FPW Singapore Holdings Pte. Limited and Goodman Fielder Pty. Mr. Wallace resigned from the board of Forum Energy Limited and Pitkin Petroleum Limited effective May 31, 2019.

Claro Ramirez. Mr. Ramirez served as Senior Vice President of Philippine Long Distance Telephone Company (“PLDT”) from July 1999 to December 2014, while concurrently President and CEO of Pilipinas Global Network Limited, a PLDT subsidiary. From January 2015 until May 18, 2018, he served as President and CEO of First Coconut Manufacturing Inc., an affiliate of First Pacific Company. Mr. Ramirez is presently the Managing Director of his own consulting company, Ramirez Management Consulting Inc.

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Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of NI 52‑110 (De Minimis Non‑audit Services), or an exemption from NI 52‑110, in whole or in part, granted under Part 8 of NI 52‑110. Part 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Pre-Approval Policies and Procedures

The Audit Committee shall review and pre-approve all non-audit services to be provided to the Corporation by its external auditors.

External Auditor Service Fees (By Category)

The Audit Committee has reviewed the nature and amount of non-audited services, if any provided by Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, to the Corporation to ensure auditor independence. The Corporation has not retained Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, to provide any non-audit related services. Fees incurred with Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, for audit and non-audit services in the fiscal year for audit fees are outlined in the following table:

Financial Year<br> <br>Ending	Audit Fees^(1)^	Audit Related Fees^(2)^	Tax Fees^(3)^	All Other Fees^(4)^

| 2021 | US$15,912 ^(5)^ | US$4,268 | Nil | Nil |

| 2020 | US$11,001 | US$4,268 | Nil | Nil |

Notes:

(1)

“Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Corporation's financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

| (2) | “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation. |

| (3) | “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities. |

| (4) | “All Other Fees” include all other non-audit services. |

| (5) | For the audit of the annual financial statements for the year ended December 31, 2021, an amount of US$15,000 (2020 – US$15,000) was accrued as a best estimate of fees to be billed by our external auditors Dale Matheson Carr-Hill LaBonte LLP, Chartered Professional Accountants. |

Exemption

The Corporation is relying upon the exemption in Section 6.1 of the National Instrument 52-110 – Audit Committees, which exempts venture issuers (as defined therein) from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of that instrument.

Audit Committee Charter

The charter of the Audit Committee of the Board is found below:

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AUDIT COMMITTEE CHARTER

The Audit Committee Charter sets forth the mandate and responsibilities of the Committee.

Mandate

The audit committee (the "Audit Committee") will assist the board of directors of the Corporation (the "Board") in fulfilling its financial oversight responsibilities. The Audit Committee will review and consider, in consultation with the auditors, the financial reporting process, the system of internal control and the audit process. In performing its duties, the committee will maintain effective working relationships with the Board, management and the external auditors. To effectively perform his or her role, each committee member must obtain an understanding of the principal responsibilities of committee membership as well and the Corporation's business, operations and risks.

Composition

The Board will appoint from among their membership an audit committee after each annual general meeting of the Shareholders of the Corporation. The Audit Committee will consist of a minimum of three directors.

Expertise of Committee Members

Each member of the Audit Committee must be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. At least one member of the Audit Committee must have accounting or related financial management expertise. The Board shall interpret the qualifications of financial literacy and financial management expertise in its business judgment and shall conclude whether a director meets these qualifications.

Meetings

The Audit Committee shall meet in accordance with a schedule established each year by the Board, and at other times that the Audit Committee may determine. The Audit Committee shall meet at least annually with the Corporation's Chief Financial Officer and external auditors in separate executive sessions.

Roles and Responsibilities

The Audit Committee shall fulfill the following roles and discharge the following responsibilities:

External Audit

The Audit Committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor's report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures. In carrying out this duty, the Audit Committee shall:

(a)	recommend to the Board the external auditor to be nominated by the Shareholders for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation;
(b)	review (by discussion and enquiry) the external auditors' proposed audit scope and approach;
(c)	review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;
(d)	Oversee the work of the external auditor engaged for the purpose of preparing or issuing the auditor’s report or performing other audit, review or attest services for the issuer, including the resolution of disagreements between management and the external auditor regarding financial reporting;
(e)	review and recommend to the Board the compensation to be paid to the external auditors; and
(f)	review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors' assertion of their independence in accordance with professional standards.

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Internal Control

The Audit Committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments and liabilities of the Corporation. In carrying out this duty, the Audit Committee shall:

(a)	evaluate the adequacy and effectiveness of management's system of internal controls over the accounting and financial reporting system within the Corporation; and
(b)	ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

Financial Reporting

The Audit Committee shall review the financial statements and financial information prior to its release to the public. In carrying out this duty, the Audit Committee shall:

General

(a)	review significant accounting and financial reporting issues, especially complex, unusual and related party transactions; and
(b)	review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.

Annual Financial Statements

(a)	review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;
(b)	meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered; and
(c)	review management's discussion and analysis respecting the annual reporting period prior to its release to the public.

Interim Financial Statements

(a)	review and approve the interim financial statements prior to their release to the public; and
(b)	review management's discussion and analysis respecting the interim reporting period prior to its release to the public.

Release of Financial Information

(a)	where reasonably possible, review and approve all public disclosure, including news releases,containing financial information, prior to its release to the public.

Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Corporation or any subsidiary of the Corporation shall be subject to the prior approval of the Audit Committee.

Delegation of Authority

The Audit Committee may delegate to one or more independent members of the Audit Committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the Audit Committee at its next scheduled meeting.

De-Minimis Non-Audit Services

The Audit Committee may satisfy the requirement for the pre-approval of non-audit services if:

(a)	the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Corporation and its subsidiaries to the external auditor during the fiscal year in which the services are provided; or
(b)	the services are brought to the attention of the Audit Committee and approved, prior to the completion of the audit, by the Audit Committee or by one or more of its members to whom authority to grant such approvals has been delegated.

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Pre-Approval Policies and Procedures

The Audit Committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

(a)	the pre-approval policies and procedures are detailed as to the particular service;
(b)	the Audit Committee is informed of each non-audit service; and
(c)	the procedures do not include delegation of the Audit Committee's responsibilities to management.

Other Responsibilities

The Audit Committee shall:

(a)	establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters;
(b)	establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters;
(c)	ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis;
(d)	review the policies and procedures in effect for considering officers' expenses and perquisites;
(e)	perform other oversight functions as requested by the Board; and
(f)	review and update this Charter and receive approval of changes to this Charter from the Board.

Reporting Responsibilities

The Audit Committee shall regularly update the Board about committee activities and make appropriate recommendations.

Resources and Authority of the Audit Committee

The Audit Committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to

(a)	engage independent counsel and other advisors as it determines necessary to carry out its duties;
(b)	set and pay the compensation for any advisors employed by the Audit Committee; and
(c)	communicate directly with the internal and external auditors.

Guidance – Roles and Responsibilities

The following guidance is intended to provide the Audit Committee members with additional guidance on fulfillment of their roles and responsibilities on the committee:

Internal Controls

(a)	evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;
(b)	focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an information technology systems breakdown; and
(c)	gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.

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Financial Reporting

(a)	review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements;
(b)	ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and
(c)	understand industry best practices and the Corporation's adoption of them.

Annual Financial Statements

(a)	review the annual financial statements and determine whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Corporation reports or trades its shares;
(b)	pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;
(c)	focus on judgment areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses, warranty, professional liability, litigation reserves; and other commitments and contingencies;
(d)	consider management's handling of proposed audit adjustments identified by the external auditors;
(e)	ensure that the external auditors communicate all required matters to the committee.

Interim Financial Statements

(a)	be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;
(b)	meet with management and the auditors, either telephonically or in person, to review the interim financial statements; and
(c)	to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:

(i)	actual financial results for the quarter or interim period varied significantly from budgeted or projected results;
(ii)	changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financials statements are consistent with changes in the Corporation's operations and financing practices;
(iii)	generally accepted accounting principles have been consistently applied;
(iv)	there are any actual or proposed changes in accounting or financial reporting practices;
(v)	there are any significant or unusual events or transactions;
(vi)	the Corporation's financial and operating controls are functioning effectively;
(vii)	the Corporation has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and
(viii)	the interim financial statements contain adequate and appropriate disclosures.

Compliance with Laws and Regulations

(a)	periodically obtain updates from management regarding compliance with this policy and industry "best practices";
(b)	be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and
(c)	review the findings of any examinations by securities regulatory authorities and stock exchanges.

Other Responsibilities

(a)	review, with the Corporation's counsel, any legal matters that could have a significant impact on the Corporation's financial statements.

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SCHEDULE “B”

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) requires issuers to disclose the corporate governance practices that they have adopted. National Policy 58-201 - Corporate Governance Guidelines (“NP 58-201”) provides guidance on corporate governance practices. Set forth below is a description of the corporate governance practices of FEC Resources Inc. (the “Corporation”) currently and going forward.

Board of Directors – The board of the directors of the Corporation (the “Board”) is currently composed of three (3) directors. The following director of the Corporation is “independent” for the purposes of NI 58-101: Claro Ramirez. The following director is not “independent” for the purposes of NI 58-101: Mr. Paul Wallace as he served as an executive officer of the Corporation within the last two (2) years, and Mr. Daniel Carlos as he serves as an executive officer of the Corporation.

Mr. Daniel Carlos, a non-independent director, presently serves as the Corporation’s President and Chief Executive Officer and generally chairs the meetings of the Board and actively seeks out the views of all directors on all Board matters. The directors exercise their responsibilities for and are provided with leadership through their position on the Board and ability to meet independently of management whenever it is deemed necessary.

Directorships – The following directors of the Corporation as at May 13, 2022 are presently directors of other issuers that are reporting issuers (or the equivalent):

Name of Director	Name of Reporting Issuers	Market Traded On

| Daniel Carlos | PXP Energy Corporation | Philippine Stock Exchange |

Orientation and Continuing Education – The Corporation does not have a formal orientation for new members of the Board, and this is considered to be appropriate, given the Corporation’s size and current limited operations. However when new directors are appointed, they receive orientation on the Corporation's business, technology and industry, as well as on the responsibilities of directors generally. Board meetings may also include presentations by the Corporation's management employees to give the directors additional insight into the Corporation's business.

The skills and knowledge of the Board as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies in the natural resource sector. Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management’s assistance. Board members have full access to the Corporation’s records.

Ethical Business Conduct – The Board has found that the fiduciary duties placed on individual directors by the Corporation's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

To date, the Board has not adopted a formal written Code of Business Conduct and Ethics. However, the current limited size of the Corporation’s operations and the small number of officers and employees allow the independent members of the Board to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Corporation grows in size and scope, the Board anticipates that it will formulate and implement a formal Code of Business Conduct and Ethics.

Nomination of Directors – The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole; however, if there is a change in the number of directors required by the Corporation, this policy will be reviewed. The Board determines new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members and the President and CEO. The Board monitors but does not formally assess the performance of individual Board members or committee members or their contributions. The Board considers the number of directors to recommend to the Shareholders for election at the annual meeting of Shareholders, taking into account the number of directors required to carry out the Board's duties effectively and to maintain a diversity of views and experience.

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Compensation – Duration of time spent by a director or officer in managing or working with the Corporation determines compensation for the directors and the Chief Executive Officer. Decisions relating to compensation are made by the Compensation Committee. The Compensation Committee reviews the adequacy and form of compensation and compares it to other companies of similar size and stage of development. Directors’ compensation is in the form of directors’ fees and stock options. The quantity and quality of the Board compensation is reviewed on an annual basis.

Other Board Committees – In addition to the Audit Committee, the Corporation has a Compensation Committee and a Corporate Governance Committee.

Audit Committee. The Audit Committee consists of three (3) directors: Daniel Carlos, Paul Wallace and Claro Ramirez. New members of the audit committee will be appointed following the Meeting.

Compensation Committee. The Compensation Committee currently consists of Paul Wallace. The Compensation Committee has responsibility for determining the appropriate levels of compensation for management and for determining related compensatory matters such as the granting of incentive stock options. To determine an objective process for compensation, the Compensation Committee reviews the adequacy, form of compensation and compares it to other companies of similar size and stage of development. The Compensation Committee meets at least annually. New members of the Compensation Committee will be appointed following the Meeting.

Corporate Governance Committee. The Corporate Governance Committee consists of Claro Ramirez and Paul Wallace. The Corporate Governance Committee’s responsibility is to:

·	Review and recommend to the Board policies related to the Board;
·	Assess qualifications for and composition of the Board;
·	Develop and recommend to the Board corporate governance principles;
·	Oversee and evaluate corporate governance at the Corporation.

In addition, the Corporate Governance Committee has responsibility for reviewing the governance policies and practices of the Corporation and their conformity to the Guidelines. This Committee also has been given responsibility for assessment of the performance of the Board and its members, nominees for elections as director, assessment of the orientation and education of new Board members, review of directors’ compensation and insurance, and review of the mandate of the Board, its committees and management. The Corporate Governance Committee also will determine if it is appropriate for individual directors to engage outside advisers in any situation. Through the Corporate Governance Committee, the Board will continue to assess its policies and practices and the effectiveness of the management and the Board members in carrying out their respective duties. New members of the Corporate Governance Committee will be appointed following the Meeting.

Assessments – The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. The Board monitors the adequacy of information given to directors, communications between the Board and management, and the strategic direction and processes of the Board and the committees. Based on the Corporation’s size, its stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time. The Board plans to continue evaluating its own effectiveness on an ad hoc basis. The current size of the Board is such that the entire Board takes responsibility for selecting new directors and assessing current directors. Proposed directors’ credentials are reviewed in advance of a Board meeting with one or more members of the Board prior to the proposed director’s nomination.

Diversity Disclosure for Boards of Directors and Senior Management

Effective January 1, 2020, all “distributing corporations” (as this term is defined under the Canada Business Corporations Regulations) governed by the Canada Business Corporations Act are required to disclose information on the diversity of their board of directors and senior management to shareholders on the representation of, at minimum, the following four groups (“designated groups”): women, Indigenous peoples (First Nations, Inuit and Métis), persons with disabilities and members of visible minorities. The following disclosure responds to these requirements.

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REQUIREMENT	DISCLOSURE

| Director Term Limits and Other Mechanisms of Board Renewal | The Corporation has not adopted term limits for directors on the Board, nor has it formally adopted other mechanisms regarding Board renewal given the size of the Board and the stage of the Corporation’s development, but the Board assesses qualifications for and composition of the Board and conducts evaluations of Board performance through the Corporate Governance Committee. See “Other Board Committees - Corporate Governance Committee” above. |

| Policies Regarding Representation of Designated Groups on the Board | The Board has not adopted a written policy relating to the identification and nomination of members of designated groups as directors given the size of the Board and the stage of the Corporation’s development. The Board believes that its existing identification and nomination processes are sufficiently broad, with no limitations on diversity. Two members (or 66.6%) of the Board are members of visible minorities. |

| Consideration of Representation of Designated Groups in the Director Identification and Selection Process and Senior Management Appointments | The Board is committed to diversity and a merit based system within a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination, but given the size of the Board and the stage of the Corporation’s development, the Board has not considered the level of representation of designated groups on the Board in identifying and nominating candidates for election or re-election to the Board or as a determining criterion in the selection of senior management. Notwithstanding the foregoing, two members (or 66.6%) of the Board and both members of the senior management **** team **** (or 100%) are members of visible minorities. |

| Targets Regarding Representation of Designated Groups on the Board and in Senior Management Positions | The Corporation has not adopted a target for members of designated groups on the Board or to hold senior management **** positions as it believes that decisions should be merit-based and that diversity can be achieved without reference to a specific target. The Corporation has achieved 66.6% membership in visible minorities on the Board and 100% membership in visible minorities in senior management **** positions without a target. |

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REQUIREMENT	DISCLOSURE

| | | Women | | 0 | 0% |

| | | Indigenous peoples | | 0 | 0% |

| | | Persons with disabilities | | 0 | 0% |

| | | Members of visible minorities | | 2 | 66.6% |

| | | Women | | 0 | 0% |

| | | Indigenous peoples | | 0 | 0% |

| | | Persons with disabilities | | 0 | 0% |

| | | Members of visible minorities | | 2 | 100% |

| | | Number of individuals that are members of more than one designated group | | 0 | 0% |

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fecof_ex998.htm EXHIBIT 99.8

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fecof_ex999.htm EXHIBIT 99.9

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