SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934

FEC RESOURCES INC.
(Name of Issuer)


Common Stock, Without Par Value
(Title of Class of Securities)


30246X108
(CUSIP Number)


Paul Wallace
Suite 2300, Bentall 5, 550 Burrard Street
Vancouver, A1, V6C 2B5
778 587-6201
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
07/31/2025
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




SCHEDULE 13D
CUSIP No.
30246X108


1 Name of reporting person

PXP Energy Corp.
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

PHILIPPINES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 806,563,711.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 806,563,711.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

806,563,711.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

81.25 %
14 Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Based on 992,646,096 shares of common stock outstanding, as reported on the Issuer's most recent Information Circular dated August 7, 2025.



SCHEDULE 13D

Item 1.Security and Issuer
(a) Title of Class of Securities:

Common Stock, Without Par Value
(b) Name of Issuer:

FEC RESOURCES INC.
(c) Address of Issuer's Principal Executive Offices:

Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, BRITISH COLUMBIA, CANADA , V6C 2B5.
Item 1 Comment: This report relates to the shares of common stock, without par value (the "Common Stock"), of FEC Resources, Inc. ("FEC"). The principal offices of FEC are located at Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5.
Item 2.Identity and Background
(a)
PXP Energy Corporation (formerly Philex Petroleum Corporation) ("PXP"), a corporation organized under the laws of the Philippines. Previously, PXP entered into a Joint Filing Agreement with Philex Mining Corporation ("Philex"), dated October 1, 2010, a copy of which is incorporated by reference, pursuant to which the PXP and Philex agreed to file a Statement, and amendments jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. At that time, Philex was the majority shareholder of PXP. However, on March 1, 2016 Philex Mining Corporation ceased to be the majority shareholder of PXP, hence PXP is filing this Schedule 13D solely by itself.
(b)
2nd Floor LaunchPad, Reliance corner Sheridan Street, Mandaluyong City, Metro Manila, Philippines 1550.
(c)
The reporting issuer is engaged in oil and gas and mining activities in the Philippines.
(d)
N/A
(e)
N/A
(f)
Philippines
Item 3.Source and Amount of Funds or Other Consideration
 
On September 24, 2010, Philex sold 225,000,000 shares of FEC Common Stock to PXP, a wholly-owned subsidiary of Philex until March 1, 2016. PXP used its own existing assets to make this purchase. On July 31, 2020 PXP received 75,606,066 common shares of FEC in settlement of a rights offering advance of $170,111.40 and at the same time subscribed for an additional 374,393,920 in FEC's rights offering for additional proceeds of $842,388.57. PXP's interest in FEC was increased from 54.99% to 78.38% as a result. On July 31, 2025 PXP received 131,563,725 shares of FEC Common Stock for $1,157,760.78 in debt and accrued interest, increasing PXP's interest in FEC to 81.25%.
Item 4.Purpose of Transaction
 
PXP acquired the shares of FEC Common Stock for investment purposes. PXP has no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D under Rule 13d-1(a).
Item 5.Interest in Securities of the Issuer
(a)
As of the date of this Statement, PXP owns 806,563,711 shares of Common Stock.
(b)
PXP has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of 806,563,711 shares of FEC Common Stock owned by PXP.
(c)
As discussed in Item 3, on September 24, 2010, Philex entered into a Transfer Agreement with PXP whereby Philex sold 225,000,000 shares of FEC Common Stock to PXP for an aggregate purchase price of 342,337,698.00 Philippine pesos or approximately 1.52 Philippine pesos per share of FEC Common Stock. Such securities, in the aggregate, constituted approximately 51.2% percent of the outstanding Common Stock of FEC, based on 439,143,765 shares of Common Stock of FEC as reported on FEC's annual report on Form 20-F filed with the Securities Exchange Commission on July 15, 2010. This percentage was increased to 54.99% upon FEC returning to treasury 30,000,000 Common Shares upon settlement with a third party of a dispute. Subsequently, on July 31, 2020 PXP received 75,606,066 common shares of FEC in settlement of a rights offering advance of $170,111.40 and at the same time subscribed for an additional 374,393,920 in shares of Common Stock FEC's rights offering for additional proceeds of $842,388.57. PXP's interest in FEC was increased from 54.99% to 78.38% as a result. On July 31, 2025, PXP received an additional 131,563,725 shares of FEC Common Stock for $1,157,760.78 in debt and accrued interest, increasing PXP's interest in FEC to 81.25%.
(d)
N/A
(e)
N/A
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
There are no contracts, arrangements, understandings, or relationships between the Reporting Persons and any other person with respect to any securities of FEC other than as disclosed in this report.
Item 7.Material to be Filed as Exhibits.
 
Exhibit 1 Joint Filing Agreement, dated October 1, 2010 (incorporated by reference) https://www.sec.gov/Archives/edgar/data/78138/000114420410051903/v197911_ex1.htm Exhibit 2 Transfer Agreement, dated September 24, 2010 (incorporated by reference) https://www.sec.gov/Archives/edgar/data/78138/000114420410051903/v197911_ex2.htm

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
PXP Energy Corp.
 Signature:/s/ Mark Rilles
 Name/Title:Chief Financial Officer
 Date:08/26/2025