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Share Name | Share Symbol | Market | Type |
---|---|---|---|
FEC Resources Inc (PK) | USOTC:FECOF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.002 | 0.0017 | 0.0025 | 20 | 14:30:04 |
Exhibit 1
|
|
Management Discussion and Analysis of Financial Condition and Results of Operations for the three and six month periods ended June 30, 2021 of FEC Resources Inc. |
|
|
|
Exhibit 2
|
|
Unaudited condensed financial statements of FEC Resources Inc. for the three and six month periods ended June 30, 2021 of FEC Resources Inc. |
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|
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Exhibit 3
|
|
Certification of June 30, 2021 quarterly filings – CEO |
Exhibit 4
|
Certification of June 30, 2021 quarterly filings – CFO | |
|
|
FEC Resources Inc.
|
|
|
(Registrant)
|
Date: August 31, 2021
|
|
|
|
|
By: /s/ Daniel Carlos
|
|
|
Daniel Carlos
|
|
|
President and Chief Executive Officer
|
SC Block
|
% interest
|
Currently Producing
|
SC 72 Recto Bank
|
70%
|
No
|
SC 40 North Cebu
|
66.67%
|
No
|
SC 14C-1 Galoc
|
3.21%
|
Yes
|
SC 6A Octon
|
5.56%
|
No
|
SC 6B Bonita
|
2.45%
|
No
|
SC 14A Nido
|
8.47%
|
No
|
SC 14B Matinloc
|
12.41%
|
No
|
SC 14B-1 N. Matinloc
|
19.46%
|
No
|
SC 14C-2 W. Linapacan
|
9.10%
|
No
|
SC 14D Retention Area
|
8.17%
|
No
|
SC 14 Tara
|
10%
|
No
|
● |
Development of SC 72
|
● |
Continued review of exploration blocks to identify potential drilling targets
|
● |
Continued review of administrative expenses
|
● |
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 now 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.
|
● |
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 Forum Energy 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 US$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 US$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. In the event that this loan facility will be renewed, FEL may issue new shares to settle the amounts outstanding.
Terms of the loan agreement do not include a provision for PXP or FEC to convert any unpaid amount into new shares of Forum Energy.
|
Year Ended
12/31/20
|
Year Ended
12/31/19
|
Year Ended
12/31/18
|
||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Net (loss) income
|
$
|
(187,052
|
)
|
$
|
(211,683
|
)
|
$
|
(217,665
|
)
|
|||
Basic and Diluted Income (Loss) per share
|
$
|
(0.00)/(0.0
|
))
|
$
|
(0.00)/(0.0
|
))
|
$
|
(0.00)/(0.0
|
))
|
|||
Dividends per share
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
||||||
Weighted Avg. Shares O/S (’000)
|
598,068,920
|
409,143,765
|
409,143,765
|
|||||||||
Working Capital (Deficit)
|
$
|
501,443
|
$
|
(69,208
|
)
|
$
|
181,769
|
|||||
Long-Term Debt
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Shareholders’ Equity
|
$
|
2,336,554
|
$
|
1,635,378
|
$
|
1,847,061
|
||||||
Total Assets
|
$
|
2,379,286
|
$
|
1,757,494
|
$
|
1,902,883
|
2nd
Qtr 21
|
1st
Qtr 21
|
4th
Qtr 20
|
3rd
Qtr 20
|
2nd
Qtr 20
|
1st
Qtr 20
|
4th
Qtr 19
|
3rd
Qtr 19
|
|
(Loss)
|
(42)
|
(40)
|
(45)
|
(52)
|
(53)
|
(37)
|
(55)
|
(47)
|
Basic and Diluted Loss per share
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
-
|
Market Risk
|
-
|
Credit Risk
|
-
|
Liquidity Risk
|
a)
|
Market Risk
|
b)
|
Credit risk
|
c)
|
Liquidity risk
|
d)
|
Dilution risk
|
June 30, 2021
|
June 30, 2020
|
|||||||
Consulting (Note 6)
|
$
|
55,790
|
$
|
61,748
|
||||
Office and miscellaneous
|
12,259
|
10,316
|
||||||
Listing and filing fees
|
8,748
|
10,301
|
||||||
Professional fees
|
8,327
|
4,047
|
||||||
Bank charges
|
2,002
|
1,933
|
||||||
Foreign exchange
|
1,494
|
1,499
|
||||||
Amortization
|
-
|
31
|
||||||
$
|
88,620
|
$
|
89,875
|
Three Months Ended June 30, 2021
|
Three Months Ended June 30, 2020
|
|||||||
Consulting (Note 6)
|
$
|
27,878
|
$
|
34,593
|
||||
Office and miscellaneous
|
5,760
|
5,532
|
||||||
Listing and filing fees
|
4,992
|
6,821
|
||||||
Professional fees
|
4,819
|
3,774
|
||||||
Foreign exchange
|
1,000
|
1,306
|
||||||
Bank charges
|
957
|
927
|
||||||
Amortization
|
-
|
15
|
||||||
$
|
45,406
|
$
|
52,968
|
(a)
|
Authorized and issued share capital:
|
Class
|
Par Value
|
Authorized
|
Number Issued and Outstanding as at
June 30, 2021
|
Number Issued and Outstanding as at December 31, 2020
|
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 June 30, 2021.
|
June 30,
2021
|
December 31,
2020
|
|||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash
|
$
|
73,737
|
$
|
181,237
|
||||
Receivables
|
-
|
6,518
|
||||||
Prepaid expenses
|
864
|
7,463
|
||||||
Due from Forum Energy Limited (Note 6)
|
349,637
|
348,957
|
||||||
$
|
424,238
|
544,175
|
||||||
Non-current assets
|
||||||||
Investment in Forum Energy Limited (Note 9)
|
1,835,111
|
1,835,111
|
||||||
$
|
2,259,349
|
$
|
2,379,286
|
Trade and accrued payables
|
$
|
5,008
|
$
|
42,732
|
||||
5,008
|
42,832
|
Share capital (Note 7)
|
17,620,625
|
17,620,625
|
||||||
Contributed surplus (Note 7)
|
3,058,063
|
3,058,063
|
||||||
Deficit
|
(18,424,347
|
)
|
(18,342,134
|
)
|
||||
2,254,341
|
2,336,554
|
|||||||
$
|
2,259,349
|
$
|
2,379,286
|
Three Month Period Ended
|
Six Month Period Ended
|
|||||||||||||||
June 30, 2021
|
June 30, 2020
|
June 30, 2021
|
June 30, 2020
|
|||||||||||||
General and administration expenses
|
||||||||||||||||
General and administration (Note 9)
|
$
|
45,406
|
$
|
52,968
|
$
|
88,620
|
$
|
89,875
|
||||||||
Operating loss
|
(45,406
|
)
|
(52,968
|
)
|
(88,620
|
)
|
(89,875
|
)
|
||||||||
Interest income
|
3,469
|
-
|
6,407
|
100
|
||||||||||||
Loss for the period
|
$
|
(41,937
|
)
|
$
|
(52,968
|
)
|
$
|
(82,213
|
)
|
$
|
(89,775
|
)
|
||||
Loss per common share
|
||||||||||||||||
- Basic and diluted
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
Share capital
|
Contributed surplus
|
Deficit
|
Total
|
|||||||||||||
Balance December 31, 2020
|
$
|
17,620,625
|
$
|
3,058,063
|
$
|
(18,342,134
|
)
|
$
|
2,336,554
|
|||||||
Loss for the period
|
-
|
-
|
(82,213
|
)
|
(82,213
|
)
|
||||||||||
Balance June 30, 2021
|
$
|
17,620,625
|
$
|
3,058,063
|
$
|
(18,424,347
|
)
|
$
|
2,254,341
|
|||||||
Share capital
|
Contributed surplus
|
Deficit
|
Total
|
|||||||||||||
Balance December 31, 2019
|
$
|
16,732,397
|
$
|
3,058,063
|
$
|
(18,155,082
|
)
|
$
|
1,635,378
|
|||||||
Loss for the period
|
-
|
-
|
(89,775
|
)
|
(89,775
|
)
|
||||||||||
Balance June 30, 2020
|
$
|
16,732,397
|
$
|
3,058,063
|
$
|
(18,244,857
|
)
|
$
|
1,545,603
|
|||||||
For the six months ended
|
||||||||
June 30,
2021
|
June 30,
2020
|
|||||||
Cash provided by (used in) | ||||||||
OPERATING ACTIVITIES | ||||||||
Loss for the period
|
$
|
(82,213
|
)
|
$
|
(89,775
|
)
|
||
Non-cash items included in loss
|
||||||||
Amortization
|
-
|
31
|
||||||
(82,213
|
)
|
(89,744
|
)
|
Receivables
|
6,518
|
544
|
||||||
Prepaid expenses
|
6,599
|
6,110
|
||||||
Accounts payable and accrued liabilities
|
(37,724
|
)
|
(61,784
|
)
|
||||
Due from Forum Energy Limited
|
(680
|
)
|
-
|
|||||
Net cash used by operating activities
|
(107,500
|
)
|
(144,874
|
)
|
||||
FINANCING ACTIVITIES
|
||||||||
Deferred transaction costs
|
-
|
(16,893
|
)
|
|||||
Amounts due to the ultimate holding company (Note 6)
|
-
|
320,111
|
||||||
Net cash provided by financing activities
|
-
|
303,218
|
||||||
INVESTING ACTIVITIES
|
||||||||
Investment in Forum Energy Limited
|
-
|
(170,111
|
)
|
|||||
Net cash used in investing activities
|
-
|
(170,111
|
)
|
|||||
Net decrease in cash
|
(107,500
|
)
|
(11,767
|
)
|
||||
Cash – beginning of the period
|
181,237
|
42,548
|
||||||
Cash – end of the period
|
$
|
73,737
|
$
|
30,781
|
a)
|
Statement of Compliance
|
b)
|
Basis of Measurement
|
c)
|
Nature of Operations and Going Concern
|
a)
|
Authorized:
|
Common Shares
|
Number
|
Amount
|
|
Balance June 30, 2021 and December 31, 2020
|
861,082,371
|
$
|
17,620,625
|
b)
|
Nature and Purpose of Equity and Reserves
|
Note 7 |
General and Administrative Expenses
|
June 30, 2021
|
June 30, 2020
|
|||||||
Professional fees
|
$
|
8,327
|
$
|
4,047
|
||||
Bank charges
|
2,002
|
1,933
|
||||||
Listing and filing fees
|
8,748
|
10,301
|
||||||
Office and miscellaneous
|
12,259
|
10,316
|
||||||
Consulting (Note 6)
|
55,790
|
61,748
|
||||||
Amortization
|
-
|
31
|
||||||
Foreign exchange
|
1,494
|
1,499
|
||||||
$
|
88,620
|
$
|
89,875
|
|||||
Three Months Ended June 30, 2021
|
Three Months Ended June 30, 2020
|
|||||||
Professional fees
|
$
|
4,819
|
$
|
3,774
|
||||
Bank charges
|
957
|
927
|
||||||
Listing and filing fees
|
4,992
|
6,821
|
||||||
Office and miscellaneous
|
5,760
|
5,532
|
||||||
Consulting (Note 6)
|
27,878
|
34,593
|
||||||
Amortization
|
-
|
15
|
||||||
Foreign exchange
|
1,000
|
1,306
|
||||||
$
|
45,406
|
$
|
52,968
|
June 30, 2021
|
June 30, 2020
|
|
Weighted average number of common shares (basic and diluted)
|
861,082,371
|
409,143,765
|
i)
|
Investment in FEP
|
Balance June 30, 2021 and December 31, 2020
|
6,117,238 shares
|
|
$1,835,111
|
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 June 30, 2021.
|
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.
|
“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.
|
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 June 30, 2021.
|
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.
|
“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.
|
1 Year FEC Resources (PK) Chart |
1 Month FEC Resources (PK) Chart |
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