FEC Resources Inc 6-K, filed Nov 15, 2022
FEC Resources Inc. (FECOF)
About this 6-K
FEC Resources Inc filed this 6-K on November 15, 2022.
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 November, 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
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: November 15, 2022 | ||
| By: | /s/ Daniel Carlos | |
| Daniel Carlos | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
FEC RESOURCES INC. (the “Company”)
MANAGEMENT
DISCUSSION AND ANALYSIS
OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
FOR THE quarter ENDED SEPTEMBER 30, 2022
(all funds in US dollars unless otherwise stated)
The following management discussion and analysis (“MD&A”) is PROVIDED AS of November 10, 2022 and should be read in conjunction with the condensed unauDited interim financial statements and notes for the period ended September 30, 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 and the ability to secure the Company for the foreseeable future, and by way of loans or the issuance of new shares to meet its working capital needs and future plans and objectives 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 September 30, 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 six (6) 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 Nido1 | 8.47 | % | No | |||||
| SC 14B Matinloc1 | 12.41 | % | No | |||||
| SC 14B-1 North Matinloc1 | 19.46 | % | No | |||||
| SC 14C-2 West Linapacan | 9.10 | % | No | |||||
| SC 14D Retention Area1 | 8.17 | % | No | |||||
| SC 14 Tara1 | 10 | % | No | |||||
1 Notices to Surrender of the blocks were issued by Operators Philodrill and AC Energy (for Tara) on February 16, 2021. This was approved by the DOE on May 18, 2022.
2
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.
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”). These fulfilled the Consortium’s minimum work obligation under Sub-Phase (“SP”) 1.
Based on a technical evaluation conducted by Weatherford Petroleum Consultants in 2012, the Sampaguita Field is estimated to contain 2.6 trillion cubic feet (TCF) of in-place contingent gas resources and 5.4 TCF of prospective gas resources.
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.
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.
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”) signed in October 2018, 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.
3
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.
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, were 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 SC 72, received a directive from the DOE to put 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.
In June 2022, media outlets reported that the MOU between China and the Philippines had been terminated although media outlets also reported that discussions would continue on joint exploration of SC 72.
On October 11, 2022 the DOE granted PXP and Forum the following: (i) the Declaration of Force Majeure for SC75 and SC72 from April 6, 2022 until such time as the same is lifted by the DOE, (ii) the inclusion of total expenses incurred as a result of the DOE directive to suspend activities as part of the approved recoverable costs, subject to DOE audit, and (iii) in addition to the period in item (i) above, PXP and Forum will be entitled to an extension of the exploration period under SC75 and SC72 corresponding to the number of days that the contractors actually spent in preparation for the activities that were suspended by the DOE’s suspension order on April 6, 2022.
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.
4
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.
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 with a total of 84 stations acquired at intervals of between 300m and 500m. After completing the correction of meter readings, coordinates, and elevations of gravity stations acquired during the survey, FEI forwarded the data to Cosine 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 data acquired will be incorporated with the results of the previous gravity surveys and will be used to update the current depth model for northern Cebu. The second phase of the study involved depth modeling and identification of gravity prospects and leads.
The results of the gravity modelling Stage 2 was reviewed by Cosine and an initial feedback was received by FEI in Q4 2021. The report was finalized in June 2022 and was submitted to the DOE on July 7, 2022.
In June 2022, FEI contracted a drilling consultant to prepare drilling programs and budgets for two wells, one of which will be located in the Dalingding Prospect, a reefal structure defined by seismic with the Late Miocene to Pliocene-age Barili Limestone as the primary target. A well, Dalingding-1, drilled this structure in 1996 and was plugged and abandoned as a dry hole with minor gas shows after reaching a total depth of 1,508 ft. FEI’s recent re-evaluation of the prospect had concluded that Dalingding-1 did not reach the Barili target, which is currently estimated at 1,740 ft, or 232 ft below the well’s final depth. Dalingding-2 is proposed to be drilled down to 4,000 ft to reach the Barili Limestone and secondary targets underneath.
In August 2022, FEI contracted GFS Services Corp. for the disposal of the Hycalog Rig and ancillary equipment stored in Brgy. Maya, Daanbantayan, Cebu Province. GFS held a private treaty sale marketing the items as used materials for drilling activities on an “as-is-where-is basis.” The sale process started on September 12, 2022 and the sale has been concluded last October 24, pending approval by FEI regulatory agencies. Removal of the equipment by the chosen bidder will take 2-3 months.
5
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.
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 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.
On September 14, 2020, Galoc Production Company 2 (GPC2) issued a notice of withdrawal from SC 14C-1 and the Joint Operating Agreement (JOA), which became effective on December 16, 2020. GPC2’s interest was shared by a majority of the remaining members. The participating interest of FEPC increased from 2.27575% to 3.2103% as a result.
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 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.
6
Upon the DOE’s request, NPG prepared a new decommissioning plan (“DP”) that will be implemented once Galoc Field reaches its end of life. The June 2021 DP updated the 2016 Abandonment Plan as well as the 2020 Suspension & Abandonment Plan, both of which had already received DOE approval. The DP was submitted to the DOE on July 30, 2021. It documents the scope and associated cost of final field decommissioning, including the plans for the FPSO, subsea equipment, and production wells. The decommissioning activity will cost around US$ 24 million, with US$ 9.5 million allocated for FPSO disconnection and subsea equipment abandonment, and US$ 14.5 million for permanent P&A of the production wells. The Galoc Field will remain viable to operate even beyond the expiry date of SC 14C-1 in December 2025.
From January 1 to September 30, 2022, the Galoc Field produced a total of 429,452 barrels, or an average of 1,573 BOPD. Two liftings with a total cargo of 291,216 bbls were delivered in February and June 2022. Cumulative production from October 8, 2008 to June 30, 2022 stood at 23.9 million barrels of oil (MMbbls)
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 DOE approved a work program for 2020 that consists of: (1) 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 (2) 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 the latter’s 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 such as 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 wells. It also includes detailed attribute analysis as several channelized sands within the GCU have been identified during the pilot study. An amended WP&B for 2020 to cover this additional study was approved by the DOE in July 2020. The LMKR report was submitted to the DOE in July 2021.
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.
7
On September 5, 2022, the DOE approved the relinquishment of SC 6A, paving the way for the JV partners’ re-application for a new SC over the same area through the Philippine Conventional Energy Contracting Program (“PCECP”) area nomination guidelines. The first Sub-Phase of the proposed SC will have Geological and Geophysical (G&G) Studies as the committed work program. It will have a term of 12 months.
FEPC 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 6, 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.
8
Nido proposes a two-phase re-development consisting of:
| ● | Phase-1: A 3 to 9-month Extended Well Test (“EWT”) using a new single deviated well (Cadlao-4), a mobile offshore production unit (“MOPU”), and either a floating storage and offloading (“FSO”) vessel or a shuttle tanker. |
| ● | Phase-2: Further development of the EWT well and additional wells potentially substituting the MOPU for a small wellhead platform (“WHP”) and storage barge. |
The Deed of Assignment (DOA) of Participating Interest to Nido and the revised 2022 WP&B were submitted to the DOE on April 11, 2022. The WP&B includes the drilling of Cadlao-4 by earliest Q4 2022, to be followed by an Extended Well Test (EWT). The spud date of the well will be dependent on final contracting, including rig and FSO (Floating Storage and Offloading unit) availability. The DOA and revised WP&B are pending DOE’s approval.
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.
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 was approved by the DOE on May 18, 2022.
9
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. The Consortium headed by Philodrill continues with its evaluation of the viability of redeveloping the West Linapacan “A” Field, which was discovered in 1990 and produced over 8 MMBO from 1992 before being shut-in in 1996.
In 2018, Philodrill completed the 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.
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 farming-out companies, DRPL will shoulder the cost of redevelopment of West Linapacan “A” Field up to First Oil. In return, the companies will further assign 75% of their remaining interest to the farminee, leaving them with a combined interest of 5%.
By the end of March 2021, the relevant closing conditions, which include regulatory approval in the Sale and Purchase Agreement (SPA) and the Farm-out Agreement (FOA) were not yet completed. The process of finalizing the documents, including the Deed of Assignment (DOA) arising out of the SPA and FOA, was severely delayed by the COVID-19 situation. DRPL was previously given until March 31, 2021 to finalize the agreements but it has requested an extension until June 30, 2021. DRPL eventually decided not to pursue its farm-in plans for the block. As a result of DRPL’s exit, Philodrill re-assumed the block’s operatorship and FEPC’s participating interest in the block returned to its pre farm-in interest of 9.103%.
In 2019, the SC 14C-2 and SC 74 Consortia conducted 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, however, decided to proceed with the second phase of the QI Study.
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.
10
The JV continues to offer the block to interested companies. Philodrill recently signed a Confidentiality Agreement (CA) with NPG, operator of SC 14C-1 Galoc to evaluate a potential farm-in transaction/acquisition of participating interests in the block. A draft CA was provided to another company who also expressed interest in the block. The signing of the CA is pending this company’s review of the document.
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 2021 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 2022 is not expected to be available until Q3 of 2023.
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, FEL as operator under SC 72, received a directive from the DOE to put 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.
11
In June 2022, media outlets reported that the MOU between China and the Philippines had been terminated although media outlets also reported that discussions would continue on joint exploration of SC 72.
On October 11, 2022 the DOE granted PXP and Forum the following: (i) the Declaration of Force Majeure for SC75 and SC72 from April 6, 2022 until such time as the same is lifted by the DOE, (ii) the inclusion of total expenses incurred as a result of the DOE directive to suspend activities as part of the approved recoverable costs, subject to DOE audit, and (iii) in addition to the period in item (i) above, PXP and Forum will be entitled to an extension of the exploration period under SC75 and SC72 corresponding to the number of days that the contractors actually spent in preparation for the activities that were suspended by the DOE’s suspension order on April 6, 2022.
| ● | 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. During the three month period ended September 30, 2022, PXP advanced an additional $60,000 to the Company for working capital under the same terms and conditions as the PXP Loan. As at September 30, 2022 the outstanding PXP Loan balance was $264,617 which included accrued interest of $5,597. Total interest expense amounted to $5,597 and $Nil for the period ended September 30, 2022 and 2021, respectively.
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 12/31/21 | Year Ended 12/31/20 | Year Ended 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 nine months ended September 30, 2022 of $143,008, or $0.00 per share, versus a loss of $121,607 for the same period in 2021.
The higher net loss was due to higher legal fees as a result of the costs associated with a strategic review of the Company’s options going forward and interest on the loan from PXP, in addition to interest income from the loan to FEL in 2021 which offset some of the costs in 2021.
13
General and administration expense were $137,449 for the nine months ended September 30, 2022 versus $131,247 for the same period in 2021. Higher professional fees and higher foreign exchange expense mainly accounted for the difference. Consulting fees for the nine month period ended September 30, 2022 were $82,069 versus $83,728 for the same period in the previous year. The difference was not material. Professional fees were $16,938 for the nine month period ended September 30, 2022 versus $9,319 for the same period in the previous year. The difference was for a review of strategic options available to the Company going forward. Office and miscellaneous costs were $17,888 for the nine month period ended September 30, 2022 versus $18,103 for the same period in the previous year. The difference was not material. Listing and filing fees were $14,053 for the nine month period ended September 30, 2022 versus $15,056 for the same period in the previous year. For the nine month period ended September 30, 2022, foreign exchange loss was $3,797 versus a loss of $2,109 for the same period in the previous year.
Balance Sheet
The Company’s current assets were $42,191 at September 30, 2022 versus $122,154 for the year ended December 31, 2021. The difference is mainly a result of the lower cash balance offset by higher prepaid expenses as certain prepaid expenses have expired but were renewed during the quarter. 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)
3rd |
2nd |
1st |
4th |
3rd |
2nd
|
1st
|
4th | |
| (Loss) | (44) | (54) | (45) | (47) | (39) | (42) | (40) | (45) |
| Basic and Diluted Loss per share | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
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Liquidity
The Company’s working capital at September 30, 2022 was $31,424 versus $108,835 at December 31, 2021 and shareholders’ equity was $2,025,338 at September 30, 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.
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 nine month period ended September 30, 2022 was $149,719 versus $140,485 for the same period in 2021 mainly as a result of the differences described above.
Cash provided by financing activity was $264,217 for the nine months ended September 30, 2022 versus $Nil for the same period in the previous year due to a loan from PXP advanced during the nine months ended of 2022.
Cash used in investing activity was $198,620 for the nine month period ended September 30, 2022 versus $Nil for the nine month period ended September 30, 2021.
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. During the three month period ended September 30, 2022, PXP advanced an additional $60,000 to the Company for working capital under the same terms and conditions as the PXP Loan. As at September 30, 2022 the outstanding PXP Loan balance was $264,617 which included accrued interest of $5,597. Total interest expense amounted to $5,597 and $Nil for the period ended September 30, 2022 and 2021, respectively.
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Third Quarter
During the third quarter, there were no significant events. The Company incurred only basic operating costs. The Company does not experience seasonal fluctuations in its business and there were no dispositions of any business segments.
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.
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 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 SC 72. The balance of the funds were 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.
16
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. During the three month period ended September 30, 2022, PXP advanced an additional $60,000 to the Company for working capital under the same terms and conditions as the PXP Loan. As at September 30, 2022 the outstanding PXP Loan balance was $264,617 which included accrued interest of $5,597. Total interest expense amounted to $5,597 and $Nil for the period ended September 30, 2022 and 2021, respectively.
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 Service Contract (“SC”) 72 and for working capital. FEL is a related party by virtue of it having the same controlling shareholder as the Company. On March 10, 2022, the Company advanced an additional $198,620 for a total advance of $423,020. The advances made to FEL are due on demand and non-interest bearing.
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. During the three month period ended September 30, 2022, PXP advanced an additional $60,000 to the Company for working capital under the same terms and conditions as the PXP Loan. As at September 30, 2022 the outstanding PXP Loan balance was $264,617 which included accrued interest of $5,597. Total interest expense amounted to $5,597 and $Nil for the period ended September 30, 2022 and 2021, respectively.
During the nine months ended September 30, 2022, general and administrative expenses included key management personnel compensation totaling $36,000 (2021: $36,000).
17
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 September 30, 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 |
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.
18
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.
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 September 30, 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 September 30, 2022, the Company held financial liabilities of $14,458 that are denominated in Canadian dollars that would be subject to exchange rate fluctuations between Canadian dollars and U.S. dollars.
| b) | 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 $29,876 (December 31, 2021: $113,998) and due from FEL $423,020 (December 31, 2021: $224,400).
| 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.
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.
19
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 September 30, 2022, the Company’s accounts payable and accrued liabilities were $10,767, all of which fall due for payment within twelve months of the date of the statement of financial position. As at September 30, 2022, the Company was owed $423,020 principal from FEL for a non-interest bearing loan for pre-drilling costs. As at September 30, 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. During the three month period ended September 30, 2022, PXP advanced an additional $60,000 to the Company for working capital under the same terms and conditions as the PXP Loan. As at September 30, 2022 the outstanding PXP Loan balance was $264,617 which included accrued interest of $5,597. Total interest expense amounted to $5,597 and $Nil for the period ended September 30, 2022 and 2021, respectively.
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.
| d) | 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.
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 was payable on a quarterly basis.
20
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 is being used for working capital.
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. During the three month period ended September 30, 2022, PXP advanced an additional $60,000 to the Company for working capital under the same terms and conditions as the PXP Loan. As at September 30, 2022 the outstanding PXP Loan balance was $264,617 which included accrued interest of $5,597. Total interest expense amounted to $5,597 and $Nil for the period ended September 30, 2022 and 2021, respectively.
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.
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.
21
On April 6, 2022, FEL as operator under SC 72, received a directive from the DOE to put 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.
In June 2022, media outlets reported that the MOU between China and the Philippines on joint exploration of the West Philippine Sea had been terminated although also reporting that both sides were going to continue with discussions on joint exploration.
On October 11, 2022 the DOE granted PXP and Forum the following: (i) the Declaration of Force Majeure for SC75 and SC72 from April 6, 2022 until such time as the same is lifted by the DOE, (ii) the inclusion of total expenses incurred as a result of the DOE directive to suspend activities as part of the approved recoverable costs, subject to DOE audit, and (iii) in addition to the period in item (i) above, PXP and Forum will be entitled to an extension of the exploration period under SC75 and SC72 corresponding to the number of days that the contractors actually spent in preparation for the activities that were suspended by the DOE’s suspension order on April 6, 2022.
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 September 30, 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 nine months ended September 30, 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. During the three month period ended September 30, 2022, PXP advanced an additional $60,000 to the Company for working capital under the same terms and conditions as the PXP Loan. As at September 30, 2022 the outstanding PXP Loan balance was $264,617 which included accrued interest of $5,597. Total interest expense amounted to $5,597 and $Nil for the period ended September 30, 2022 and 2021, respectively.
22
As at September 30, 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.
General and administration
The following tables show the detailed breakdown of the components of general and administration expenditures.
| September 30, 2022 | September 30, 2021 | |||||||
| Professional fees | $ | 16,938 | $ | 9,319 | ||||
| Bank charges | 2,254 | 2,932 | ||||||
| Listing and filing fees | 14,503 | 15,056 | ||||||
| Office and miscellaneous | 17,888 | 18,103 | ||||||
| Consulting | 82,069 | 83,728 | ||||||
| Foreign exchange | 3,797 | 2,109 | ||||||
| $ | 137,449 | $ | 131,247 | |||||
| Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | |||||||
| Professional fees | $ | 2,624 | $ | 992 | ||||
| Bank charges | 353 | 930 | ||||||
| Listing and filing fees | 5,212 | 6,308 | ||||||
| Office and miscellaneous | 6,094 | 5,844 | ||||||
| Consulting (Note 6) | 26,283 | 27,938 | ||||||
| Foreign exchange | 1,142 | 615 | ||||||
| $ | 41,708 | $ | 42,627 | |||||
23
Other MD&A Requirements
Disclosure
of Outstanding Share Data
As At September 30, 2022
| (a) | Authorized and issued share capital: |
| Class | Par Value | Authorized | Number Issued and Outstanding as at September 30, 2022 | Number Issued and Outstanding as at December 31, 2021 | ||||
| Common Shares | NPV | Unlimited | 861,082,371 | 861,082,371 | ||||
| Preferred Shares (convertible redeemable voting) | NPV | Unlimited | None | None |
| (b) | Summary of Options and Warrants outstanding as at September 30, 2022. |
There were no options outstanding as at September 30, 2022. There were no warrants outstanding as at September 30, 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.
On April 6, 2022, FEL as operator under SC 72, received a directive from the DOE to put 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.
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.
In June 2022, media outlets reported that the MOU between China and the Philippines on joint exploration of the West Philippine Sea had been terminated although also reporting that both sides were going to continue with discussions on joint exploration.
24
On October 11, 2022 the DOE granted PXP and Forum the following: (i) the Declaration of Force Majeure for SC75 and SC72 from April 6, 2022 until such time as the same is lifted by the DOE, (ii) the inclusion of total expenses incurred as a result of the DOE directive to suspend activities as part of the approved recoverable costs, subject to DOE audit, and (iii) in addition to the period in item (i) above, PXP and Forum will be entitled to an extension of the exploration period under SC75 and SC72 corresponding to the number of days that the contractors actually spent in preparation for the activities that were suspended by the DOE’s suspension order on April 6, 2022.
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.
25
Exhibit 99.2
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements for FEC have been prepared by management in accordance with International Financial Reporting Standards. These financial statements, which are the responsibility of management are unaudited and have not been reviewed by the Company’s auditors. The Company’s Audit Committee and Board of Directors has reviewed and approved these interim financial statements.
The Company’s independent auditor has not performed a review of these interim condensed financial statements in accordance with the disclosure requirements of National Instrument 51-102 released by the Canadian Securities Administrators.
1
FEC RESOURCES INC.
CONDENSED STATEMENT OF FINANCIAL POSITION
Expressed in United States Dollars
UNAUDITED
| September 30 | December 31 | |||||||
| As at: | 2022 | 2021 | ||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 29,876 | $ | 113,998 | ||||
| Prepaid expenses | 12,315 | 8,156 | ||||||
| 42,191 | 122,154 | |||||||
| Non-current assets | ||||||||
| Due from Forum Energy Limited (Note 6(a) and 6(b)) | 423,020 | 224,400 | ||||||
| Investment in Forum Energy Limited (Note 9) | 1,835,111 | 1,835,111 | ||||||
| Total assets | $ | 2,300,322 | $ | 2,181,665 | ||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Trade and accrued payables | $ | 10,767 | $ | 13,319 | ||||
| 13,319 | ||||||||
| Long term liabilities | ||||||||
| Due to PXP Energy Corporation (Note 6 (b)) | 264,217 | - | ||||||
| Total liabilities | 274,984 | 13,319 | ||||||
| Shareholders’ Equity | ||||||||
| Share capital (Note 5) | 17,620,625 | 17,620,625 | ||||||
| Contributed surplus (Note 5) | 3,058,063 | 3,058,063 | ||||||
| Deficit | (18,653,350 | ) | (18,510,342 | ) | ||||
| Total shareholders’ equity | 2,025,338 | 2,168,346 | ||||||
| Total liabilities and equity | $ | 2,300,322 | $ | 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 | Nine Month Period Ended | |||||||||||||||
| Sept. 30, 2022 | Sept. 30, 2021 | Sept. 30, 2022 | Sept. 30, 2021 | |||||||||||||
| General and administration expenses | ||||||||||||||||
| General and administration (Note 7) | $ | 41,708 | $ | 42,627 | $ | 137,449 | $ | 131,247 | ||||||||
| Operating loss | (41,708 | ) | (42,627 | ) | (137,449 | ) | (131,247 | ) | ||||||||
| Interest expense (Note 6) | (2,767 | ) | - | (5,597 | ) | - | ||||||||||
| Interest income | - | 3,233 | 38 | 9,640 | ||||||||||||
| Loss for the period | $ | (44,475 | ) | $ | (39,394 | ) | $ | (143,008 | ) | $ | (121,607 | ) | ||||
| Loss per common share | ||||||||||||||||
| - Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (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 nine months ended September 30, 2022
| Share capital | Contributed 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 | - | - | (143,008 | ) | (143,008 | ) | ||||||||||
| Balance September 30, 2022 | $ | 17,620,625 | $ | 3,058,063 | $ | (18,653,350 | ) | $ | 2,025,338 | |||||||
For the nine months ended September 30, 2021
| Share capital | Contributed 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 | - | - | (121,607 | ) | (121,607 | ) | ||||||||||
| Balance September 30, 2021 | $ | 17,620,625 | $ | 3,058,063 | (18,463,741 | ) | $ | 2,214,947 | ||||||||
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 nine months ended | ||||||||
| September 30 | September 30 | |||||||
| 2022 | 2021 | |||||||
| Cash provided by (used in) | ||||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss for the period | $ | (143,008 | ) | $ | (121,607 | ) | ||
| Changes in working capital related to operating activities | ||||||||
| Receivables | - | 6,518 | ||||||
| Prepaid expenses | (4,159 | ) | (4,312 | ) | ||||
| Accounts payable and accrued liabilities | (2,552 | ) | (17,171 | ) | ||||
| Due from Forum Energy Limited | - | (3,913 | ) | |||||
| Net cash used in operating activities | (149,719 | ) | (140,485 | ) | ||||
| FINANCING ACTIVITY | ||||||||
| Loan from PXP Energy Corporation | 264,217 | - | ||||||
| Net cash provided by financing activity | 264,217 | - | ||||||
| INVESTING ACTIVITY | ||||||||
| Loan to Forum Energy Limited | (198,620 | ) | - | |||||
| Net cash used in investing activity | (198,620 | ) | - | |||||
| Net (decrease) increase in cash | (84,122 | ) | (140,485 | ) | ||||
| Cash – beginning of the period | 113,998 | 181,237 | ||||||
| Cash – end of the period | $ | 29,876 | $ | 40,752 | ||||
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
September 30, 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 September 30, 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 November 10, 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.
6
FEC RESOURCES INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
September 30, 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 $18,653,350.
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 2020 to raise funds to sustain operations. Recently, the Company has taken loans from PXP for working capital and also to fund its share of pre-drilling costs.
Management has concluded that the combination of these circumstances give 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.
7
FEC RESOURCES INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
September 30, 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 |
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 September 30, 2022.
| 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 September 30, 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
September 30, 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 can be 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 |
| (a) | 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 Service Contract (“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. On March 10, 2022, the Company advanced an additional $198,620 (Note 6(b)) for a total advance of $423,020. The advances made to FEL are due on demand and non-interest bearing. |
| (b) | 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. During the three month period ended September 30, 2022, PXP advanced an additional $60,000 to the Company for working capital under the same terms and conditions as the PXP Loan. As at September 30, 2022 the outstanding PXP Loan balance was $264,617 which included accrued interest of $5,597. Total interest expense amounted to $5,597 and $Nil for the period ended September 30, 2022 and 2021, respectively. |
| (c) | During the nine month period ended September 30, 2022, general and administrative expenses included key management personnel compensation totaling $36,000 (2021: $36,000). |
9
FEC RESOURCES INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
September 30, 2022
(Stated in United States Dollars)
| Note 7 | General and Administrative Expenses |
| September 30, 2022 | September 30, 2021 | |||||||
| Professional fees | $ | 16,938 | $ | 9,319 | ||||
| Bank charges | 2,254 | 2,932 | ||||||
| Listing and filing fees | 14,503 | 15,056 | ||||||
| Office and miscellaneous | 17,888 | 18,103 | ||||||
| Consulting (Note 6) | 82,069 | 83,728 | ||||||
| Foreign exchange | 3,797 | 2,109 | ||||||
| $ | 137,449 | $ | 131,247 | |||||
| Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | |||||||
| Professional fees | $ | 2,624 | $ | 992 | ||||
| Bank charges | 353 | 930 | ||||||
| Listing and filing fees | 5,212 | 6,308 | ||||||
| Office and miscellaneous | 6,094 | 5,844 | ||||||
| Consulting (Note 6) | 26,283 | 27,938 | ||||||
| Foreign exchange | 1,142 | 615 | ||||||
| $ | 41,708 | $ | 42,627 | |||||
| Note 8 | Loss Per Share |
Weighted Average Number of Common Shares
| September 30, 2022 | September 30, 2021 | |||||||
| Weighted average number of common shares (basic and diluted) | 861,082,371 | 861,082,371 | ||||||
| Loss per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
10
FEC RESOURCES INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
September 30, 2022
(Stated in United States Dollars)
| Note 9 | Investment in FEL |
| i) | Investment in FEL |
The investment in FEL is summarized as follows:
| Balance September 30, 2022 and December 31, 2021 | 6,117,238 shares | $ | 1,835,111 |
As at September 30, 2022, the Company’s interest in FEL 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 December 15, 2014, 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.
On April 6, 2022, FEL as operator under SC 72, received a directive from the DOE to put 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.
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.
11
FEC RESOURCES INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
September 30, 2022
(Stated in United States Dollars)
| 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 Events |
On October 11, 2022 the DOE granted PXP and Forum the following: (i) the Declaration of Force Majeure for SC75 and SC72 from 6 April 2022 until such time as the same is lifted by the DOE, (ii) the inclusion of total expenses incurred as a result of the DOE directive to suspend activities as part of the approved recoverable costs, subject to DOE audit, and (iii) in addition to the period in item (i) above, PXP and Forum will be entitled to an extension of the exploration period under SC75 and SC72 corresponding to the number of days that the contractors actually spent in preparation for the activities that were suspended by the DOE’s suspension order on 06 April 2022.
12
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 September 30, 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: November 10, 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.
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 September 30, 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: November 10, 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.
Exhibit 99.5
 |
FEC HEADQUARTERS Vancouver, British Columbia E-mail: info@FECResources.com Website: http://www.FECResources.com
|
FEC RESOURCES REPORTS ON SC 72 FORCE MAJEURE DECLARATION
Dateline: Vancouver, British Columbia
Ticker: “FECOF”
Date: October 18, 2022
FEC RESOURCES INC. (PINK: FECOF) (“FEC” or the “Company”) wishes to make shareholders aware of the following disclosure PXP Energy Corporation made to the Philippine Stock Exchange on October 17, 2022 regarding the granting of Force Majeure on Service Contract 72.
“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 the response of the Department of Energy (“DOE”) in respect of their Force Majeure declaration effective 6 April 2022 following receipt of the DOE’s directive 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.”
In its letter dated 11 October 2022, which PXP and Forum received today, the DOE granted the following: (i) the Declaration of Force Majeure for SC75 and SC72 from 6 April 2022 until such time as the same is lifted by the DOE, (ii) the inclusion of total expenses incurred as a result of the DOE directive to suspend activities as part of the approved recoverable costs, subject to DOE audit, and (iii) in addition to the period in item (i) above, PXP and Forum will be entitled to an extension of the exploration period under SC75 and SC72 corresponding to the number of days that the contractors actually spent in preparation for the activities that were suspended by the DOE’s suspension order on 06 April 2022.
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.”
A copy of the said disclosure and related materials can be found at the following website: https://edge.pse.com.ph/openDiscViewer.do?edge_no=6ec3c62ab0f5d8863470cea4b051ca8f
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