SecProbe.io

January 8, 2020
Paul Wallace
Chief Executive Officer
FEC Resources Inc.
Suite 2300, Bentall 5, 550 Burrard Street
Vancouver, BC, V6C 2B5
Re:FEC Resources Inc.
Registration Statement on Form F-1
Filed December 18, 2019
File No. 333-235559
Dear Mr. Wallace:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 filed December 18, 2019
Prospectus Cover Page, page 3
1.You list "Rights to Purchase up to 818,287,530 Common Shares" and "Resale of up to
818,287,530 Common Shares" at the beginning of the prospectus cover page.
Subsequently, you state that you "have prepared this prospectus for the purposes of (a)
completing a rights offering to our shareholders giving them the right to purchase up to
818,287,530 shares of our Common Shares and (b) allowing the shareholders that elect to
exercise such rights to use a 'shelf' registration process to sell the Common Shares which
they will acquire from us on the exercise of the rights."  However, your registration fee
table lists only the 818,287,530 Common Shares, and not the overlying Rights, as
securities to be registered.

 FirstName LastNamePaul Wallace
 Comapany NameFEC Resources Inc.
 January 8, 2020 Page 2
 FirstName LastName
Paul Wallace
FEC Resources Inc.
January 8, 2020
Page 2
Please revise your registration statement to clearly indicate which of the following
distributions you intend to register: (A) your distribution of Rights to shareholders; (B)
your distribution of Common Shares to shareholders who exercise their Rights; and/or (C)
the resale of Common Shares by shareholders who exercise their Rights.  If you are not
registering the distribution of Common Shares to shareholders who exercise their Rights,
please provide us with your analysis as to how this would meet the registration
requirements under the Securities Act of 1933.  In addition, if you are registering your
distribution of Rights to shareholders, please file the Subscription Agreement, the form of
Rights certificate, and a revised opinion of counsel which opines upon the Rights.  Refer
to Items 601(b)(4) and 601(b)(5) of Regulation S-K . For guidance, please see Section
II.B.1.f of Staff Legal Bulletin No. 19 (CF), which is available on our website.
Prospectus Summary, page 6
2.On the prospectus cover page, in the summary, and at page 29 under “The Company –
Corporate History,” you state that you “are engaged in investment into companies in the
natural resource sector.”  Many of your risk factors relate to investment risks, such as at
page 19: “Our business success is dependent upon our ability to benefit from the
discovery economically recoverable reserves by companies we invest in, and for those
companies to bring such reserves into profitable production.”  Similarly, a risk factor at
page 21 states: “Our cash flow and income, as well as our success are highly dependent on
success in finding or acquiring cash flow through our investments and obtaining the
financing necessary to acquire such investments.”  Insofar as your business potentially
involves issues under the Investment Company Act, please provide a detailed analysis of
the company’s "investment company" status under that Act.  Include an analysis of any
specific exclusion or exemption that the company intends to rely upon and how its
investment strategy will support the company’s eligibility for that exclusion or exemption.
Material U.S. Federal Income Tax Consequences, page 55
3.We note your statements on pages 10, 27, and 56 that the receipt of subscription rights
pursuant to the rights offering should be treated as a non-taxable distribution, as well as
your statement on page 58 that a holder should not recognize any gain or loss upon
exercise of the rights.  A tax opinion must be filed whenever the tax consequences of a
transaction are material to an investor and a representation as to tax consequences is set
forth in the filing.  Please file a tax opinion as an exhibit to the filing or provide us your
analysis as to why you do not believe such an opinion is required.  Refer to Item 601(b)(8)
of Regulation S-K and, for guidance, Section III.A.2 (including footnote 39) of Staff
Legal Bulletin No. 19.

 FirstName LastNamePaul Wallace
 Comapany NameFEC Resources Inc.
 January 8, 2020 Page 3
 FirstName LastName
Paul Wallace
FEC Resources Inc.
January 8, 2020
Page 3
Exhibits and Financial Statement Schedules
(A) Exhibits
Description of Exhibit and Filing Reference Number, page 60
4.We note you incorporate your Certificate of Continuance and your Bylaws by reference to
Exhibits 3.1 and 3.2 to "the Registrant's Registration Statement on Form F-1, File No.
333-81290."  However, the identified file number appears to be associated with a filing
made by an unrelated registrant.  Please revise your exhibit index to clearly identify the
referenced filing.  See Securities Act Rule 411(e).  In addition, please revise your exhibit
index to include active hyperlinks to all exhibits, including those you incorporate by
reference.  Refer to Rule 105(d) of Regulation S-T.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Parhaum J. Hamidi, Attorney-Adviser, at (202) 551-3421 or, in his
absence, Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation