EX-99.2 3 f6kex99-2_fecresources.htm EX-99.2

 

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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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FEC RESOURCES INC.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

September 30, 2022

(Stated in United States Dollars)

 

Note 1Corporate 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 2Basis 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.

 

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FEC RESOURCES INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

September 30, 2022

(Stated in United States Dollars)

 

Note 2Basis 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.

 

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FEC RESOURCES INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

September 30, 2022

(Stated in United States Dollars)

 

Note 3Summary 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 4Standards, 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 5Share 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.

 

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FEC RESOURCES INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

September 30, 2022

(Stated in United States Dollars)

 

Note 5Share 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 6Related 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).

 

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FEC RESOURCES INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

September 30, 2022

(Stated in United States Dollars)

 

Note 7General 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 8Loss 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)

 

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FEC RESOURCES INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

September 30, 2022

(Stated in United States Dollars)

 

Note 9Investment 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.

 

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FEC RESOURCES INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

September 30, 2022

(Stated in United States Dollars)

 

Note 10Segmental 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 11Subsequent 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.

 

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