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Vancouver, British Columbia--(Newsfile Corp. - December 18, 2019) - FEC RESOURCES INC. (OTC Pink: FECOF) ("FEC") announces today that its Board of Directors has approved an offering to its existing shareholders (the "Rights Offering") of non-transferrable rights ("Rights") to purchase additional common shares of the Company ("Common Shares") to raise gross proceeds of up to approximately US$1,841,147. In connection with the Rights Offering, the Company has filed with the U.S. Securities & Exchange Commission a registration statement on Form F-1 (the "Registration Statement") and prospectus (the "Prospectus") for the issuance of the Rights and Common Shares pursuant to the Rights Offering.
Once the Registration Statement relating to the Rights Offering is effective, the Company will distribute to each eligible holder of its Common Shares forty (40) Rights for every twenty (20) Common Shares held as of the record date (the "Record Date"), which date will be determined once the Registration Statement is effective. Each Right is to entitle the holder thereof to purchase one (1) Common Share at a price of US$0.00225 per Common Share (the "Subscription Price"). The Subscription Price was determined by the Directors by reference to the recent trading activity of the Company's Common Shares. The Company will not issue any fractional Common Shares in the Rights Offering, and all exercises of Rights will be rounded to the nearest whole Common Share. In addition, the Company will not issue fractional Rights or pay cash in lieu of fractional Rights.
The Rights may be exercised at any time during the subscription period, which period will be determined once the Registration Statement is effective. The Rights will expire if they are not exercised during the Rights Offering subscription period, unless the Company extends the Rights Offering subscription period.
MAILING OF THE PROSPECTUS
A copy of the Prospectus, together with a Rights certificate and notice, will be mailed to registered holders of Common Shares as of the Record Date residing in the United States or Canada. Rights certificates will not be mailed to registered holders of Common Shares whose address is located outside of the United States and Canada or to army post office or foreign post office addresses ("Ineligible Holders"). Instead, Ineligible Holders will be sent a letter advising them that their Rights will be held by the subscription agent for the Rights Offering, Computershare Investor Services Inc. (the "Subscription Agent" or "Computershare"), who will hold the Rights Certificates on behalf of such Ineligible Holders. Ineligible Holders can subscribe for Common Shares under the Rights Offering but such subscriptions will be subject to compliance with applicable law. If you live outside of the United States or Canada and wish to exercise your Rights, you must notify the Subscription Agent no less than ten (10) business days prior to the expiration date of the Rights Offering.
Full details of the Rights Offering, including information regarding the distributions of the Rights and the procedures to be followed, are included in the Prospectus, which can be accessed under FEC's profile on the United States Securities & Exchange website at www.sec.gov. Registered shareholders who wish to exercise their Rights and thereby subscribe for Common Shares, must forward a completed Rights certificate, together with payment in full of the subscription price for each Common Share subscribed for, to the Subscription Agent prior to the expiry time of the Rights. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
ISSUED AND OUTSTANDING
There are currently 409,143,765 Common Shares outstanding. If all of the Rights issued under the Rights Offering are validly exercised, an additional 818,287,530 Common Shares would be issued. The Company does not know how many of its Common Shares will be issued in connection with the Rights Offering as there is no backstop purchaser.
To the knowledge of FEC, after reasonable inquiry, all directors, senior officers and persons controlling over 10% of the Common Shares of the Company, as at the date hereof, have not stated an intention to exercise any of their Rights in connection with the Rights Offering except for PXP Energy Corporation which intends to take up all or most of its rights.
PROCEEDS FROM THE OFFERING
The Company expects to use the proceeds from the Rights Offering for general working capital purposes (primarily the payment of administrative expenses) and to provide the Company with funds for investment opportunities including participation in any fund raising of Forum Energy Limited ("Forum Energy") in order for the Company to maintain its percentage shareholder interest in that company. There can be no assurance that the Company will be able to raise enough funds from the Rights Offering or from other sources of funding to provide it with adequate funds to maintain its percentage shareholder interest in Forum Energy should the Company have an opportunity to participate in a future Forum Energy fund raising.
The Company reserves the right to terminate the Rights Offering at any time prior to its expiration date.
Neither the Company nor its Board of Directors has made any recommendation as to whether shareholders should exercise their Rights, although directors and executive officers may exercise their Rights in their individual capacities. Shareholders are urged to carefully review the subscription materials the Company will provide and consult with their own legal and financial advisors in deciding whether or not to exercise the Rights. As the Rights will be non-transferable, holders thereof will not be able to sell their Rights if they do not wish to exercise them. In addition, no oversubscription privilege will be available for shareholders desiring to exercise additional Rights.
The Registration Statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. The information in this press release is not complete and is subject to change. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. The Rights Offering will be made only by means of a prospectus. Copies of the Prospectus, when it becomes available, will be mailed to all eligible shareholders as of the Rights Offering Record Date and may also be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting the information agent for the Rights Offering.
If you have any questions relating to the Rights Offering, please contact the information agent, Laurel Hill Advisory Group at 1-877-452-7184 (toll-free in North America), 1-416-304-0211 (outside North America), or by email at email@example.com
On behalf of the Board of,
FEC Resources Inc.
FEC cautions that this release contains forward-looking statements, including, without limitation, statements relating to the terms of the Rights Offering. These forward-looking statements are based on management's current expectations and involve a number of risks and uncertainties, including, among other things, the effectiveness of the Registration Statement related to the Rights Offering; our ability to continue as a going concern; our ability to obtain and maintain sufficient financing to provide liquidity to meet our business objectives,. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. For a more complete discussion of these and other risk factors, see FEC's filings with the Securities and Exchange Commission, including our most recent annual report on Form 20-F and quarterly report on Form 6-K. FEC cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.
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