Exhibit 1
|
|
Unaudited condensed financial statements of FEC Resources Inc. for the three months ended March 31, 2019
|
|
|
|
Exhibit 2
|
|
Management Discussion and Analysis of Financial Condition and Results of Operations for the Period Ended March 31, 2019 of FEC Resources Inc.
|
|
|
|
Exhibit 3
|
|
Certification of March 31, 2019 filings – CEO
|
|
|
|
Exhibit 4
|
|
Certification of March 31, 2019 filings - CFO
|
|
|
|
Exhibit 5 |
Press Release Dated December 21, 2018 |
|
Exhibit 6 |
Press Release Dated January 7, 2019 |
Exhibit 7 |
Press Release Dated January 18, 2019 |
|
Exhibit 8 |
Amended and Restated Management Discussion and Analysis of Financial Condition and Results of Operations for the Period Ended September 30, 2018, including Certifications of CEO and CFO
as filed January 18, 2019
|
|
Exhibit 9 |
Form 51-101F5 - Notice of Ceasing to Engage in Oil and Gas Activities as filed January 18, 2019 |
|
Exhibit 10 |
Press release Dated January 24, 2019 |
|
Exhibit 11 |
Form 51-105F1 - Notice - OTC Issuer Ceases to be an OTC Reporting Issuer as filed February 18, 2019 |
|
Exhibit 12 |
Press release Dated May 17, 2019 |
|
Exhibit 13 |
Notice of Meeting and Record Date dated April 26, 2019 |
|
Exhibit 14 |
Notice of Meeting Dated May 21, 2019 |
|
Exhibit 15 |
Mangagement Information Circular Dated May 21, 2019 |
|
Exhibit 16 |
Form of Proxy dated May 21, 2019 |
|
|
FEC Resources Inc.
|
|
|
(Registrant)
|
Date: May 31, 2019
|
|
|
|
|
By: /s/ Paul Wallace
|
|
|
Paul Wallace
|
|
|
President, Chief Executive Officer and Chief Financial Officer
|
As at: |
March 31
2019
|
December 31
2018
|
||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash
|
$
|
169,481
|
$
|
228,991
|
||||
Receivables
|
2,168
|
2,045
|
||||||
Prepaid expenses
|
3,740
|
6,555
|
||||||
$
|
175,389
|
237,591
|
||||||
Non-current assets
|
||||||||
Equipment
|
270
|
292
|
||||||
Investment in Forum Energy Limited (Note 9)
|
1,665,000
|
1,665,000
|
||||||
$
|
1,840,659
|
$
|
1,902,883
|
Trade and accrued payables (Note 6)
|
$
|
53,974
|
$
|
55,822
|
||||
53,974
|
55,822
|
Share capital (Note 5)
|
16,732,397
|
16,732,397
|
||||||
Contributed surplus (Note 5)
|
3,058,063
|
3,058,063
|
||||||
Deficit
|
(18,003,775
|
)
|
(17,943,399
|
)
|
||||
1,786,685
|
1,847,061
|
|||||||
$
|
1,840,659
|
$
|
1,902,883
|
"Paul Wallace"
|
"Lyle Brown"
|
|
|
Director
|
Director
|
|
|
|
|
|
Three Month Period Ended
|
||||||||
March 31, 2019
|
March 31, 2018
|
|||||||
General and administration expenses
|
||||||||
General and administration (Note 7)
|
$
|
61,334
|
$
|
43,616
|
||||
Operating loss
|
(61,334
|
)
|
(43,616
|
)
|
||||
Interest income
|
958
|
1,130
|
||||||
Net and Comprehensive (loss) income
|
$
|
(60,376
|
)
|
$
|
(42,486
|
)
|
||
Earnings (loss) per common share
|
||||||||
- Basic and diluted
|
$
|
-
|
$
|
-
|
Share capital
|
Contributed surplus
|
Deficit
|
Total
|
|||||||||||||
Balance January 1, 2019
|
$
|
16,732,397
|
$
|
3,058,063
|
$
|
(17,943,399
|
)
|
$
|
1,847,061
|
|||||||
Total comprehensive (loss) for the period
|
-
|
-
|
(60,376
|
)
|
(60,376
|
)
|
||||||||||
Balance March 31, 2019
|
$
|
16,732,397
|
$
|
3,058,063
|
$
|
(18,003,775
|
)
|
$
|
1,786,685
|
|||||||
Share capital
|
Contributed surplus
|
Deficit
|
Total
|
|||||||||||||
Balance January 1, 2018
|
$
|
16,732,397
|
$
|
3,058,063
|
$
|
(17,725,734
|
)
|
$
|
2,064,726
|
|||||||
Total comprehensive (loss) for the period
|
-
|
-
|
(42,486
|
)
|
(42,486
|
)
|
||||||||||
Balance March 31, 2018
|
$
|
16,732,397
|
$
|
3,058,063
|
$
|
(17,768,220
|
)
|
$
|
2,022,240
|
|||||||
For the three months ended |
||||||||
March 31
2019
|
March 31
2018
|
|||||||
Cash provided by (used in) | ||||||||
OPERATING ACTIVITIES | ||||||||
$
|
(60,376
|
)
|
$
|
(42,486
|
)
|
|||
Non-cash items included in income (loss)
|
||||||||
Amortization
|
22
|
32
|
||||||
(60,354
|
)
|
(42,454
|
)
|
Accounts receivable
|
(123
|
)
|
(297
|
)
|
||||
Prepaid expenses
|
2,815
|
3,374
|
||||||
Accounts payable and accrued liabilities
|
(1,848
|
)
|
1,462
|
|||||
Net cash used by operating activities
|
844
|
(37,915
|
)
|
|||||
Net (decrease) increase in cash
|
(59,510
|
)
|
(37,915
|
)
|
||||
Cash – beginning of the period
|
228,991
|
425,148
|
||||||
Cash – end of the period
|
$
|
169,481
|
$
|
387,233
|
a)
|
Statement of Compliance
|
b)
|
Basis of Measurement
|
c)
|
Nature of Operations and Going Concern
|
Note 3 |
Summary of Significant Accounting Policies and Critical Accounts Estimates and Judgments
|
a)
|
Authorized:
|
Common Shares
|
Number
|
Amount
|
|||||||
Balance March 31, 2019 and December 31, 2018
|
409,143,765
|
$
|
16,732,397
|
b)
|
Nature and Purpose of Equity and Reserves
|
General and administrative expenses include
|
March 31, 2019
|
March 31, 2018
|
||||||
Professional fees
|
$
|
19,890
|
$
|
3,266
|
||||
Bank charges
|
1,024
|
794
|
||||||
Listing and filing fees
|
3,534
|
6,120
|
||||||
Office and miscellaneous
|
5,720
|
6,522
|
||||||
Consulting (Note 6)
|
27,000
|
27,000
|
||||||
Amortization
|
22
|
32
|
||||||
Foreign exchange
|
4,144
|
(118
|
)
|
|||||
$
|
61,334
|
$
|
43,616
|
March 31, 2019
|
March 31, 2018
|
||||||||
Weighted average number of common shares (basic and diluted)
|
409,143,765
|
409,143,765
|
Balance March 31, 2019 and December 31, 2018
|
5,550,200
|
$
|
1,665,000
|
SC block
|
% interest
|
Currently
Producing
|
SC72 Recto Bank
|
70%
|
No
|
SC40 North Cebu
|
66.67%
|
No
|
SC14C-1 Galoc
|
2.27%
|
Yes
|
SC6A Octon
|
5.56%
|
No
|
SC6B Bonita
|
8.18%
|
No
|
SC14A Nido
|
8.46%
|
Yes
|
SC14B Matinloc
|
12.40%
|
Yes
|
SC14B-1 N. Matinloc
|
19.46%
|
Yes
|
SC14C-2 W. Linapacan
|
9.10%
|
No
|
SC14D Retention Area
|
8.16%
|
No
|
SC14 Tara
|
10%
|
No
|
•
|
Development of SC72
|
•
|
Continued participation in Galoc
|
•
|
Continued review of exploration blocks to identify potential drilling targets
|
•
|
Continued review of administrative expenses
|
•
|
Forum Energy’s cash inflows are dependent on the Galoc Field production and the economic life of this field is expected to end in 2021. Forum Energy’s operations do not generate sufficient cash to fund new
exploration work; so in the event Forum Energy issued new capital to fund these costs, the Company’s interest in Forum Energy will be diluted
|
•
|
Forum Energy is a closely held private company and there is a limited population of potential buyers for FEC’s relatively small interest in Forum Energy
|
•
|
Forum Energy’s interest in its main asset SC72 could be diluted depending on the agreement reached, if any, between the Philippine and Chinese governments concerning the maritime dispute.
|
•
|
Further exploration work has to be completed on SC72 and SC40 to confirm the value of the resources within these properties.
|
•
|
In March 2017 Forum Energy, through a subsidiary, entered into an unsecured loan agreement with PXP that provides for a loan facility of up to US$6 million. The balance outstanding at the end of 2017 was
approximately US$5.5 million. The loan facility has a term of three years and bears interest at LIBOR + 3.5% per annum. There is no certainty that this loan facility will be renewed, in which case Forum Energy may issue new shares to
settle this amount outstanding. Terms of the loan agreement do not include any right for PXP to convert an unpaid amount into new shares of Forum Energy.
|
Year Ended
12/31/18
|
Year Ended
12/31/17
|
Year Ended
12/31/16
|
||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Net (loss) income
|
$
|
(217,665
|
)
|
$
|
1,803,036
|
$
|
(249,569
|
)
|
||||
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)
|
409,143,765
|
409,143,765
|
411,274,913
|
|||||||||
Working Capital
|
$
|
181,769
|
$
|
399,308
|
$
|
261,094
|
||||||
Long-Term Debt
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Shareholders’ Equity/(Deficiency)
|
$
|
1,847,061
|
$
|
2,064,726
|
$
|
261,690
|
||||||
Total Assets
|
$
|
1,902,883
|
$
|
2,098,671
|
$
|
320,326
|
Computer Equipment
|
March 31 2019
|
|||
Cost
|
||||
Opening Cost
|
$
|
15,543
|
||
Additions
|
-
|
|||
Ending Cost
|
15,543
|
|||
Accumulated Depreciation
|
||||
Opening Accumulated Depreciation
|
$
|
(15,251
|
)
|
|
Charge for the year
|
(22
|
)
|
||
Ending Accumulated Depreciation
|
(15,273
|
)
|
||
Carrying Value
|
$
|
270
|
1st
Qtr 19
|
4th
Qtr 18
|
3rd
Qtr 18
|
2nd
Qtr 18
|
1st
Qtr 18
|
4th
Qtr 17
|
3rd
Qtr 17
|
2nd
Qtr 17
|
|
(Loss) Income
|
(60)
|
(75)
|
(47)
|
(53)
|
(43)
|
(53)
|
(31)
|
(37)
|
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
|
GENERAL AND ADMINISTRATIVE EXPENSES INCLUDE
|
March 31, 2019
|
March 31, 2018
|
||||||
Professional fees
|
$
|
19,890
|
$
|
3,266
|
||||
Bank charges
|
1,024
|
794
|
||||||
Listing and filing fees
|
3,534
|
6,120
|
||||||
Office and miscellaneous
|
5,720
|
6,522
|
||||||
Consulting
|
27,000
|
27,000
|
||||||
Amortization
|
22
|
32
|
||||||
Foreign exchange
|
4,144
|
(118
|
)
|
|||||
$
|
61,334
|
$
|
43,616
|
Class
|
Par Value
|
Authorized
|
Number Issued and Outstanding as at
March 31, 2019
|
Number Issued and Outstanding as at December 31, 2018
|
Common Shares
|
NPV
|
Unlimited
|
409,143,765
|
409,143,765
|
Preferred Shares (convertible redeemable voting)
|
NPV
|
Unlimited
|
None
|
None
|
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, 2019.
|
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
|
“Paul Wallace”
Paul Wallace 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 March 31, 2019.
|
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.
|
“Paul Wallace”
Paul Wallace 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.
|
![]() |
|
FEC HEADQUARTERS
North Sydney, Australia
E-mail: info@FECResources.com
Website: http://www.FECResources.com
|
|
|
|
![]() |
|
FEC HEADQUARTERS
North Sydney, Australia
E-mail: info@FECResources.com
Website: http://www.FECResources.com
|
|
|
|
![]() |
|
FEC HEADQUARTERS
North Sydney, Australia
E-mail: info@FECResources.com
Website: http://www.FECResources.com
|
|
|
|
•
|
To improve disclosure of the business of Forum Energy Ltd (“FEP”), a private corporation in which FEC holds a 6.8% interest, by providing more clarity on each of the oil and gas service contract blocks in
the Philippines in which FEP has an interest and by removing certain out-of-date or irrelevant disclosure about such blocks.
|
•
|
To provide more clarity on the business-related and other risk factors which FEC believes could materially affect its future performance.
|
SC block
|
% interest
|
Currently
Producing
|
SC72 Recto Bank
|
70%
|
No
|
SC40 North Cebu
|
66.67%
|
No
|
SC14C-1 Galoc
|
2.27%
|
Yes
|
SC6A Octon
|
5.56%
|
No
|
SC6B Bonita
|
8.18%
|
No
|
SC14A Nido
|
8.46%
|
Yes
|
SC14B Matinloc
|
12.40%
|
Yes
|
SC14B-1 N. Matinloc
|
19.46%
|
Yes
|
SC14C-2 W. Linapacan
|
9.10%
|
No
|
SC14D Retention Area
|
8.16%
|
No
|
SC14 Tara
|
10%
|
No
|
•
|
Development of SC72
|
•
|
Continued participation in Galoc
|
•
|
Continued review of exploration blocks to identify potential drilling targets
|
•
|
Continued review of administrative expenses
|
•
|
Forum Energy’s cash inflows are dependent on the Galoc Field production and the economic life of this field is expected to end in 2021. Forum Energy’s operations do not generate sufficient cash to fund
new exploration work; so in the event Forum Energy issued new capital to fund these costs, the Company’s interest in Forum Energy will be diluted
|
•
|
Forum Energy is a closely held private company and there is a limited population of potential buyers for FEC’s relatively small interest in Forum Energy
|
•
|
Forum Energy’s interest in its main asset SC72 could be diluted depending on the agreement reached, if any, between the Philippine and Chinese governments concerning the maritime dispute.
|
•
|
Further exploration work has to be completed on SC72 and SC40 to confirm the value of the resources within these properties.
|
•
|
In March 2017 Forum Energy, through a subsidiary, entered into an unsecured loan agreement with PXP that provides for a loan facility of up to US$6 million. The balance outstanding at the end of 2017 was
approximately US$5.5 million. The loan facility has a term of three years and bears interest at LIBOR + 3.5% per annum. There is no certainty that this loan facility will be renewed, in which case Forum Energy may issue new shares to
settle this amount outstanding. Terms of the loan agreement do not include any right for PXP to convert an unpaid amount into new shares of Forum Energy.
|
Year Ended
12/31/17
|
Year Ended
12/31/16
|
Year Ended
12/31/15
|
||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Net income (loss)
|
$
|
1,803,036
|
$
|
(249,569
|
)
|
$
|
340,909
|
|||||
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)
|
409,143,765
|
411,274,913
|
439,143,765
|
|||||||||
Working Capital
|
$
|
399,308
|
$
|
261,094
|
$
|
510,407
|
||||||
Long-Term Debt
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Shareholders’ Equity/(Deficiency)
|
$
|
2,064,726
|
$
|
261,690
|
$
|
511,259
|
||||||
Total Assets
|
$
|
2,098,671
|
$
|
320,326
|
$
|
572,218
|
Computer Equipment
|
September 30, 2018
|
|||
Cost
|
||||
Opening Cost
|
$
|
15,543
|
||
Additions
|
-
|
|||
Ending Cost
|
15,543
|
|||
Accumulated Depreciation
|
||||
Opening Accumulated Depreciation
|
$
|
(15,125
|
)
|
|
Charge for the quarter
|
(94
|
)
|
||
Ending Accumulated Depreciation
|
(15,219
|
)
|
||
Carrying Value
|
$
|
324
|
3rd
Qtr 18
|
2nd
Qtr 18
|
1st
Qtr 18
|
4th
Qtr 17
|
3rd
Qtr 17
|
2nd
Qtr 17
|
1st
Qtr 17
|
4th
Qtr 16
|
|
(Loss) Income
|
(47)
|
(53)
|
(43)
|
(53)
|
(31)
|
(37)
|
1,924
|
(100)
|
Basic and Diluted Loss per share
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
0.01
|
(0.00)
|
-
|
Market Risk
|
-
|
Credit Risk
|
-
|
Liquidity Risk
|
a)
|
Market Risk
|
b)
|
Credit risk
|
c)
|
Liquidity risk
|
d)
|
Dilution risk
|
Sept 30, 2018
|
Sept 30, 2017
|
|||||||
Professional fees
|
$
|
20,623
|
$
|
2,468
|
||||
Bank charges
|
2,620
|
2,446
|
||||||
Listing and filing fees
|
14,670
|
5,869
|
||||||
Office and miscellaneous
|
18,277
|
16,635
|
||||||
Consulting
|
81,000
|
81,000
|
||||||
Amortization
|
94
|
134
|
||||||
Foreign exchange
|
863
|
4,156
|
||||||
Travel
|
8,025
|
-
|
||||||
$
|
146,172
|
$
|
112,708
|
Three Months Ended Sept 30, 2018
|
Three Months Ended Sept 30, 2017
|
|||||||
Professional fees
|
$
|
3,684
|
$
|
459
|
||||
Bank charges
|
947
|
784
|
||||||
Listing and filing fees
|
2,370
|
608
|
||||||
Office and miscellaneous
|
5,612
|
5,158
|
||||||
Consulting
|
27,000
|
27,000
|
||||||
Amortization
|
31
|
45
|
||||||
Foreign exchange
|
657
|
120
|
||||||
Travel
|
8,025
|
-
|
||||||
$
|
48,326
|
$
|
34,174
|
Class
|
Par Value
|
Authorized
|
Number Issued and Outstanding as at
September 30, 2018
|
Number Issued and Outstanding as at December 31, 2017
|
Common Shares
|
NPV
|
Unlimited
|
409,143,765
|
409,143,765
|
Preferred Shares (convertible redeemable voting)
|
NPV
|
Unlimited
|
None
|
None
|
1.
|
Review: I have reviewed the interim financial report and interim MD&A, as amended (together, the “interim filings”) of the issuer for the
interim period ended September 30, 2018.
|
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.
|
“Paul Wallace”
Paul Wallace 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, as amended (together, the “interim filings”) of the issuer for the
interim period ended September 30, 2018.
|
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.
|
“Paul Wallace”
Paul Wallace 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.
|
![]() |
|
FEC HEADQUARTERS
North Sydney, Australia
E-mail: info@FECResources.com
Website: http://www.FECResources.com
|
|
|
|
Name of Issuer:
|
FEC Resources Inc. (the Issuer)
|
|
Head office address:
|
5th Floor, 40 Mount Street
|
|
North Sydney, NSW, Australia 2060
|
||
Last head office address (if different from above):
|
46 Royal Ridge Rise NW
|
|
Calgary, Alberta
|
||
T3G 4V2
|
||
Telephone number:
|
403 290-1676
|
|
Fax number:
|
403 770-8060
|
|
E-mail address:
|
info@fecresources.com
|
|
Ticker-symbol date:
|
October 30, 1989 on the Nasdaq Small Cap, September 23, 1999 moved to the OTCQB
|
|
1. |
The Issuer’s business is not directed or administered, and has not been directed or administered for at least one year, in or from the Province of Alberta.
|
2. |
Promotional activities are not carried on, and have not been carried on for at least one year, in or from the Province of Alberta.
|
3. |
More than one year has passed since the ticker-symbol date.
|
Date: February 8, 2019
|
FEC Resources Inc.
|
Name of Issuer
Paul Wallace
President, Chief Executive Officer and Chief Financial Officer [403 290-1676] |
Print name, title and telephone number of person signing on behalf of the Issuer
|
Signature:/s/Paul Wallce
|
![]() |
|
FEC HEADQUARTERS
North Sydney, Australia
E-mail: info@FECResources.com
Website: http://www.FECResources.com
|
|
|
|
1.
|
To receive the report of the directors to the shareholders and the consolidated financial statements of the Corporation together with the Auditors’ Report thereon for the financial
year ended December 31, 2018;
|
2.
|
To appoint the auditors for the ensuing year and to authorize the directors fix the remuneration to be paid to the auditors;
|
3.
|
To set the number of directors of the Board at three (3);
|
4.
|
To elect the directors for the ensuing year;
|
5.
|
To consider and, if thought fit, to pass, with or without variation, a special resolution to approve an amendment to the Articles of the Corporation to change the location of the
registered office of the Corporation from the Province of Alberta to the Province of British Columbia; and
|
6.
|
To transact such further or other business as may properly be brought before the meeting or any adjournments thereof.
|
1.
|
To receive the report of the directors to the shareholders and the consolidated financial statements of the Corporation together with the Auditors’ Report thereon for the financial
year ended December 31, 2018;
|
2.
|
To appoint the auditors for the ensuing year and to authorize the directors fix the remuneration to be paid to the auditors;
|
3.
|
To set the number of directors of the Board at three (3);
|
4.
|
To elect the directors for the ensuing year;
|
5.
|
To consider and, if thought fit, to pass, with or without variation, a special resolution to approve an amendment to the Articles of the Corporation to change the location of the registered office of the
Corporation from the Province of Alberta to the Province of British Columbia; and
|
6.
|
To transact such further or other business as may properly be brought before the meeting or any adjournments thereof.
|
(a)
|
be voted or withheld from voting in accordance with the instructions of the person appointing the proxyholder on any ballot that may be taken; and
|
(b)
|
where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be voted in accordance with the specification made in such proxy
|
Name
|
No. of Common Shares
|
Percentage
|
PXP Energy Corporation (formerly Philex Petroleum Corporation)(1)
|
225,000,000
|
54.99%
|
Asian Coast International(1)
|
62,740,000
|
15.33%
|
(1)
|
The number of shares held pursuant to the Corporation’s list of registered shareholders.
|
(a)
|
a chief executive officer (“CEO”) of the Corporation;
|
(b)
|
a chief financial officer (“CFO”) of the Corporation,
|
(c)
|
each of the Corporation’s three most highly compensated executive officers, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the
CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 as determined in accordance with subsection 1.3(6) of Form 51 102F6, for the December 31, 2018
financial year; and
|
(d)
|
each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer, nor acting in a similar capacity at December 31, 2018.
|
Name and principal position
|
Year(1)
|
Salary ($)
|
Share- based
awards ($)
|
Option- based
awards ($)
|
Non-equity incentive plan compensation ($)
|
Pension value ($)
|
All other compen-
sation ($)
|
Total compen-
sation ($)
|
|
Annual incentive plans
|
Long-term incentive plans
|
||||||||
Paul Wallace(2)
|
2018
|
12,000
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
12,000
|
Chairman, CEO,
|
2017
|
12,000
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
12,000
|
President and CFO
|
2016
|
12,000
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
12,000
|
(2)
|
Financial years ended December 31.
|
(3)
|
Mr. Wallace was appointed President and CEO of the Corporation on August 15, 2015 and CFO on June 15, 2015.
|
Name
|
Fees Earned ($)
|
Share- based awards ($)
|
Option- based awards ($)
|
Non-equity incentive plan compensation ($)
|
Pension value ($)
|
All other compensation ($)
|
Total ($)
|
Lyle Brown
|
$24,000
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$24,000
|
Claro Ramirez
|
$12,000
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$12,000
|
Number of securities to be issued upon exercise of outstanding options
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
Plan Category
|
(a)
|
(b)
|
(c)
|
Equity compensation plans approved by securityholders (the Plan)
|
Nil
|
N/A
|
Nil
|
Equity compensation plans not approved by securityholders
|
Nil
|
N/A
|
40,914,376
|
Total
|
Nil
|
40,914,376
|
1.
|
FINANCIAL STATEMENTS
|
2.
|
APPOINTMENT OF AUDITOR
|
3.
|
ELECTION OF DIRECTORS
|
Name, Province or State, and Country of Residence and Position
|
Principal Occupation, Business or Employment
|
Previous Service as a Director
|
Number of Common Shares Beneficially Owned or Controlled, or Directed, Directly or Indirectly
|
Claro Ramirez(1)(2) British Columbia, Canada Director
|
Mr. Ramirez is presently the Managing Director of his own consulting company, Ramirez Management Consulting Inc.
|
Since October 2011
|
Nil
|
Paul Wallace(1)(3)(4)
United Kingdom Chairman, President, CEO, CFO and Director
|
Chartered Professional Accountant; Finance Director of Forum Energy Limited(5); Director of Pitkin Petroleum Limited(5), FPW Singapore Holdings Pte Limited and Goodman Fielder Pty.
|
Since November 2012
|
Nil
|
Lyle Brown(1)(2)
British Columbia, Canada Director
|
Chartered Professional Accountant; Partner of Culver & Co., an accounting firm, since 1991.
|
Since October 2013
|
Nil
|
(1)
|
Member of the Audit Committee.
|
(2)
|
Member of the Corporate Governance Committee.
|
(3)
|
Member of the Compensation Committee.
|
(4)
|
Paul Wallace is the nominee of PXP Energy Corporation (formerly Philex Petroleum Corporation) which owns 225,000,000 shares of FEC Resources Inc.
|
(5)
|
Mr. Wallace has resigned from these positions effective May 31, 2019.
|
(a)
|
is, as at the date of this Information Circular, or has been, within ten years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any
corporation, including the Corporation, that:
|
(i)
|
was the subject of an order while that person was acting in the capacity as director, executive officer or chief financial officer; or
|
(ii)
|
was the subject of an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer in the Corporation which resulted from an event that
occurred while that person was acting in the capacity as director, executive officer or chief financial officer;
|
(b)
|
is as at the date of this Information Circular or has been within the 10 years before the date of this Information Circular, a director or executive officer of any corporation (including the Corporation),
that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or
instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
|
(c)
|
has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to
or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager as trustee appointed to hold the assets of that individual.
|
1.
|
annual audited financial statements for the year ended December 31, 2015, as required under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”) and section 5(b) of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets (“MI
51-105”);
|
2.
|
a Form 51-102F1 Management's Discussion and Analysis for the period ended December 31, 2015, as required under Part 5 of NI 51-102 and section 5(b) of MI 51-105; and
|
3.
|
a Form 51-102F2 Annual Information Form for the year ended December 31, 2015, as required under section 5(c) of MI 51-105,
|
(a)
|
any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority;
or
|
(b)
|
any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a
proposed director.
|
4.
|
AMENDMENT TO ARTICLES TO CHANGE OF LOCATION OF REGISTERED OFFICE
|
1.
|
The location of the registered office of the Corporation be and it is hereby changed from the Province of Alberta to the Province of British Columbia;
|
2.
|
Any one of the directors or officers of the Corporation be and is hereby authorized and directed to execute and deliver, for and on behalf of the Corporation, all documents and to do all other things
necessary or desirable to effect such amendment, including the execution and delivery of articles of amendment in prescribed form; and
|
3.
|
Upon articles of amendment having become effective in accordance with the Canada Business Corporations Act, the articles of the Corporation be and they are hereby
amended to accord to the foregoing.
|
5.
|
OTHER MATTERS
|
6.
|
ADDITIONAL INFORMATION
|
Member
|
Independent (1)
|
Financially literate(2)
|
Lyle Brown
Claro Ramirez
Paul Wallace
|
Yes
Yes
No
|
Yes
Yes
Yes
|
Notes:
|
(1)
|
A member of an audit committee is independent if the member has no direct or indirect material relationship with the Corporation which could, in the view of the Board of Directors,
reasonably interfere with the exercise of a member’s independent judgment. Mr. Wallace is not independent by virtue of being a NEO
|
(2)
|
An individual is financial literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to
the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.
|
Financial Year
Ending
|
Audit Fees(1)
|
Audit Related Fees(2)
|
Tax Fees(3)
|
All Other Fees(4)
|
|||
2018
|
US$11,990 (5)
|
-
|
-
|
-
|
|||
2017
|
US$14,229
|
-
|
-
|
-
|
(1)
|
"Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of the Corporation's financial statements. Audit Fees include fees for review of tax provisions and for accounting
consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory
audits.
|
(2)
|
"Audit-Related Fees" include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance,
accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
|
(3)
|
"Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning
and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
|
(4)
|
"All Other Fees" include all other non-audit services.
|
(5)
|
For the audit of the annual financial statements for the year ended December 31, 2018, an amount of $11,990 was accrued as a best estimate of fees to be billed by our external auditors Dale Matheson
Carr-Hill Labonte LLP
|
1.
|
Mandate
|
2.
|
Composition
|
3.
|
Meetings
|
4.
|
Roles and Responsibilities
|
(a)
|
recommend to the Board the external auditor to be nominated by the Shareholders for the purpose of preparing or issuing an auditor's report or performing other
audit, review or attest services for the Corporation;
|
(b)
|
review (by discussion and enquiry) the external auditors' proposed audit scope and approach;
|
(c)
|
review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;
|
(d)
|
Oversee the work of the external auditor engaged for the purpose of preparing or issuing the auditor’s report or performing other audit, review or attest services for the issuer,
including the resolution of disagreements between management and the external auditor regarding financial reporting;
|
(e)
|
review and recommend to the Board the compensation to be paid to the external auditors; and
|
(f)
|
review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors' assertion of their independence
in accordance with professional standards.
|
(a)
|
evaluate the adequacy and effectiveness of management's system of internal controls over the accounting and financial reporting system within the Corporation; and
|
(b)
|
ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.
|
(a)
|
review significant accounting and financial reporting issues, especially complex, unusual and related party transactions; and
|
(b)
|
review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.
|
(a)
|
review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;
|
(b)
|
meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered; and
|
(c)
|
review management's discussion and analysis respecting the annual reporting period prior to its release to the public.
|
(a)
|
review and approve the interim financial statements prior to their release to the public; and
|
(b)
|
review management's discussion and analysis respecting the interim reporting period prior to its release to the public.
|
(a)
|
the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Corporation and its
subsidiaries to the external auditor during the fiscal year in which the services are provided; or
|
(b)
|
the services are brought to the attention of the Audit Committee and approved, prior to the completion of the audit, by the Audit Committee or by one or more of its members to whom authority to grant such
approvals has been delegated.
|
(a)
|
the pre-approval policies and procedures are detailed as to the particular service;
|
(b)
|
the Audit Committee is informed of each non-audit service; and
|
(c)
|
the procedures do not include delegation of the Audit Committee's responsibilities to management.
|
(a)
|
establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters;
|
(b)
|
establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters;
|
(c)
|
ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis;
|
(d)
|
review the policies and procedures in effect for considering officers' expenses and perquisites;
|
(e)
|
perform other oversight functions as requested by the Board; and
|
(f)
|
review and update this Charter and receive approval of changes to this Charter from the Board.
|
5.
|
Resources and Authority of the Audit Committee
|
(a)
|
engage independent counsel and other advisors as it determines necessary to carry out its duties;
|
(b)
|
set and pay the compensation for any advisors employed by the Audit Committee; and
|
(c)
|
communicate directly with the internal and external auditors.
|
6.
|
Guidance – Roles and Responsibilities
|
(a)
|
evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and
responsibilities;
|
(b)
|
focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the
event of an information technology systems breakdown; and
|
(c)
|
gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.
|
(a)
|
review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements;
|
(b)
|
ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and
|
(c)
|
understand industry best practices and the Corporation's adoption of them.
|
(a)
|
review the annual financial statements and determine whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect
appropriate accounting principles in light of the jurisdictions in which the Corporation reports or trades its shares;
|
(b)
|
pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;
|
(c)
|
focus on judgment areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses, warranty, professional
liability, litigation reserves; and other commitments and contingencies;
|
(d)
|
consider management's handling of proposed audit adjustments identified by the external auditors;
|
(e)
|
ensure that the external auditors communicate all required matters to the committee.
|
(a)
|
be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;
|
(b)
|
meet with management and the auditors, either telephonically or in person, to review the interim financial statements; and
|
(c)
|
to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:
|
(i)
|
actual financial results for the quarter or interim period varied significantly from budgeted or projected results;
|
(ii)
|
changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financials statements are consistent with changes in the Corporation's operations and
financing practices;
|
(iii)
|
generally accepted accounting principles have been consistently applied;
|
(iv)
|
there are any actual or proposed changes in accounting or financial reporting practices;
|
(v)
|
there are any significant or unusual events or transactions;
|
(vi)
|
the Corporation's financial and operating controls are functioning effectively;
|
(vii)
|
the Corporation has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and
|
(viii)
|
the interim financial statements contain adequate and appropriate disclosures.
|
(a)
|
periodically obtain updates from management regarding compliance with this policy and industry "best practices";
|
(b)
|
be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and
|
(c)
|
review the findings of any examinations by securities regulatory authorities and stock exchanges.
|
(a) |
review, with the Corporation's counsel, any legal matters that could have a significant impact on the Corporation's financial statements.
|
Name of Director
|
Name of Reporting Issuers
|
Market Traded On
|
Lyle Brown
|
Northern Lion Gold Corp
|
TSX Venture and Frankfurt Exchanges
|
New World Resources Corp
|
TSX Venture and Frankfurt Exchanges
|
|
Nano One Materials Corp.
|
TSX Venture Exchange and OTC market
|
•
|
Review and recommend to the Board of Directors policies related to the Board of Directors;
|
•
|
Assess qualifications for and composition of the Board of Directors;
|
•
|
Develop and recommend to the Board of Directors corporate governance principles;
|
•
|
Oversee and evaluate corporate governance at the Corporation.
|
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