FEC Resources Inc 6-K/A, filed Nov 17, 2023

FEC Resources Inc. (FECOF)

6-K/A 2023-11-17 For: 2023-03-31

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Added on August 22, 2026

About this 6-K/A

FEC Resources Inc filed this 6-K/A on November 17, 2023.

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Exhibit 1		Unaudited condensed financial statements of FEC Resources Inc. for the three-month periods ended March 31, 2023 and 2022

Exhibit 2		Management Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2023, of FEC Resources Inc.

Exhibit 3		Certification of March 31, 2023, interim filings – CEO

Exhibit 4		Certification of March 31, 2023, interim filings – CFO

Exhibit 5		Notice of Meeting of Securityholders

	FEC Resources Inc.
	(Registrant)

Date: November 17, 2023	By:	/s/ Daniel Carlos
		Daniel Carlos
		President and Chief Executive Officer

As at:	March 31			December 31
	2023			2022
ASSETS

Current assets
Cash	$	12,110		$	13,068
Prepaid expenses		4,803			8,589
Due from Forum Energy Limited (Note 6)		423,020			423,020
	$	439,933			444,677
Non-current assets
Investment in Forum Energy Limited (Note 9)		1,835,111			1,835,111
Total assets	$	2,275,044		$	2,279,788

LIABILITIES

Current liabilities
Trade and accrued payables	$	54,570		$	15,362
Short term loan (Note 6)		294,724			289,262
		349,294			304,624

Shareholders’ Equity
Share capital (Note 5)		17,620,625			17,620,625
Contributed surplus (Note 5)		3,058,063			3,058,063
Deficit		(18,752,938	)		(18,703,524	)
Total shareholders’ equity		1,925,750			1,975,164
Total liabilities and equity	$	2,275,044		$	2,279,788

“Daniel Carlos”		“Paul Wallace”
Director		Director

	Three Month Period Ended
	March 31, 2023			March 31, 2022
General and administration expenses
General and administration (Note 7)	$	43,952		$	44,459
Operating loss		(43,952	)		(44,459	)
Interest expense (Note 6)		(5,462	)		(438	)
Interest income		-			38
Net and Comprehensive loss	$	(49,414	)	$	(44,859	)

Earnings (loss) per common share
- Basic and diluted	$	0.00		$	0.00

	Share capital		Contributed surplus		Deficit			Total

Balance December 31, 2022	$	17,620,625	$	3,058,063	$	(18,703,524	)	$	1,975,164
Total comprehensive loss for the period		-		-		(49,414	)		(49,414	)
Balance March 31, 2023	$	17,620,625	$	3,058,063	$	(18,752,938	)	$	1,925,750

	For the three months ended
	March 31 2023			March 31 2022
Cash provided by (used in) OPERATING ACTIVITIES
Net loss for the period	$	(49,414	)	$	(44,859	)
Changes in working capital related to operating activities
Prepaid expenses		3,786			3,531
Accrued interest expense		5,462			438
Accounts payable and accrued liabilities		39,208			6,595
Net cash used in operating activities		(958	)		(34,295	)

FINANCING ACTIVITY
Loan from PXP Energy Corporation		-			198,620
Net cash provided by financing activity		-			198,620

INVESTING ACTIVITY
Loan to Forum Energy Limited		-			(198,620	)
Net cash used in investing activity		-			(198,620	)

Net (decrease) increase in cash		(958	)		(34,295	)
Cash – beginning of the period		13,068			113,998
Cash – end of the period	$	12,110		$	79,703

Common Shares		Number				Amount
Balance March 31, 2023 and December 31, 2022			861,082,371			$	17,620,625

	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Professional fees	$	3,996		$	4,328
Bank charges		(578	)		968
Listing and filing fees		12,486			2,916
Office and miscellaneous		6,056			5,930
Consulting (Note 6)		21,867			27,929
Foreign exchange		125			2,388
	$	43,952		$	44,459

		March 31, 2023				March 31, 2022
Weighted average number of common shares (basic and diluted)			861,082,371				861,082,371

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
Octon New SC (former SC 6A)⁽¹⁾		6.84	%	No
SC 6B Bonita		2.45	%	No
SC 14A Nido⁽²⁾		8.47	%	No
SC 14B Matinloc⁽²⁾		12.41	%	No
SC 14B-1 North Matinloc⁽²⁾		19.46	%	No
SC 14C-2 West Linapacan		9.10	%	No
SC 14D Retention Area⁽²⁾		8.16	%	No
SC 14 Tara⁽²⁾		10	%	No

·	Development of SC 72
·	Continued review of exploration blocks to identify potential drilling targets
·	Continued review of administrative expenses

	On October 11, 2022, the DOE granted FGL the following: (i) the Declaration of Force Majeure for SC 72 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, FGL will be entitled to an extension of the exploration period under SC 72 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. On March 20, 2023, the DOE further affirmed that the entire period from October 14, 2020 (when the Force Majeure was lifted) to April 6, 2022 (when the same was re-imposed) will be credited back to SC 72. Thus, once the Force Majeure is lifted, FGL will have 20 months to drill the two commitment wells, equivalent to the remaining term of Sub-Phase 2 of SC 72 before October 14, 2020.

·	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 farm-in 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 plus 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 plus 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.

	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20
Revenue	$	-		$	-		$	-
Net (loss) income	$	(193,182	)	$	(168,208	)	$	(187,052	)
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			861,082,371			598,068,920
Working Capital (Deficit)	$	140,053		$	333,235		$	501,443
Long-Term Debt	$	-		$	-		$	-
Shareholders’ Equity	$	1,975,164		$	2,168,346		$	2,336,554
Total Assets	$	2,279,788		$	2,181,665		$	2,379,286

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 pricesare comprised of foreign currency risk, interest rate risk and equity and commodity price risk.

	Foreign currency exchange risk The Company is exposed to foreign currency fluctuations for general and administrative transactions denominated in Canadian Dollars. The majority of the Company’s cash is kept in U.S. dollars. As at March 31, 2023, the Company had an insignificant amount of cash denominated in Canadian dollars that was subject to exchange rate fluctuations between the Canadian dollar and the U.S. dollar. As at March 31, 2023, the Company held financial liabilities of $21,849 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 $12,110 (December 31, 2022: $13,068)and due from FEL $423,020 (December 31, 2022: $423,020).

	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 LIBOR plus 3.5% which was payable on a quarterly basis. On November 10, 2021, the Company sold the FEL loan it owns to PXP Energy Corporation, at face value plus accrued interest. The proceeds from the sale were used to fund FEC’s $224,400 share of FEL’s 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 year ended December 31, 2022, PXP advanced an additional $80,000 to the Company for working capital under the same terms and conditions as the PXP Loan. As at March 31, 2023, the outstanding PXP Loan balance was $294,724 which included accrued interest of $16,104. Total interest expense amounted to $5,462 and $438 for the three month period ended March 31, 2023 and 2022, 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.

1.	*Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of FEC Resources Inc. (the “issuer”) for the interim period ended March 31, 2023.*

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.

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.


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.

Meeting Type:	Annual General Meeting
Record Date for Notice of Meeting:	May 26, 2023
Record Date for Voting (if applicable):	May 26, 2023
Beneficial Ownership Determination Date:	May 26, 2023
Meeting Date:	June 30, 2023
Meeting Location (if available):	Vancouver, BC
Issuer sending proxy related materials directly to NOBO:	Yes
Issuer paying for delivery to OBO:	No
Notice and Access (NAA) Requirements:
NAA for Beneficial Holders	No
NAA for Registered Holders	No

Description	CUSIP Number	ISIN
COMMON	30246X108	CA30246X1087