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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 28, 2018
Fortem Resources Inc.
(Exact name of registrant as specified in its charter)
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Nevada |
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000-52645 |
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20-4119257 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
Suite 820, 906 12th Avenue SW, Calgary, Alberta T2R 1K7
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 403.241.8912
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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Item 1.01 Entry into a Material Definitive Agreement
Purchase and Sale Agreement – Black Dragon
On May 28, 2018, but effective as of March 1, 2017, our wholly-owned subsidiary Black Dragon Energy, LLC (“ Black Dragon ”) entered into a Second Amendment to Purchase and Sale Agreement (the “ BD Amendment ”), which amended the terms of the Purchase and Sale Agreement dated effective March 1, 2017 (the “ BD PSA ”), between WEM Dragon, LLC (“ WEM ”) and Black Dragon. The terms of the BD PSA were disclosed in Current Reports on Form 8-K dated April 17, 2017 and August 17, 2017.
The BD Amendment has the effect of postponing certain payments relating to the Moenkopi Formation under the BD PSA until August 1, 2019, provided that, if the shares of common stock of our company are not listed on the TSX Venture Exchange on or before August 1, 2018, the payment deadline will remain December 31, 2018.
In connection with the BD Amendment, the Company entered into a Ratification of Purchase and Sale Agreement with WEM on May 28, 2018 but effective March 1, 2017, whereby the Company ratified, adopted and approved the BD Amendment and further guaranteed all the obligations of Black Dragon.
Purchase and Sale Agreement – Rolling Rock
On May 28, 2018, but effective as of March 1, 2017, our wholly-owned subsidiary Rolling Rock Resources, LLC (“ Rolling Rock ”) entered into a Third Amendment to Purchase and Sale Agreement (the “ RR Amendment ”), which amended the terms of the Purchase and Sale Agreement dated effective March 1, 2017 (the “ RR PSA ”), between Rockies Standard Oil Company, LLC (“ RSOC ”) and Rolling Rock. The terms of the RR PSA were disclosed in Current Reports on Form 8-K dated April 21, 2017 and August 17, 2017.
The RR Amendment has the effect of postponing certain payments relating to the Mancos Formation under the RR PSA until August 1, 2019, provided that, if the shares of common stock of our company are not listed on the TSX Venture Exchange on or before August 1, 2018, the payment deadline will remain December 31, 2018.
In connection with the RR Amendment, the Company entered into a Ratification of Purchase and Sale Agreement with RSOC on May 28, 2018 but effective March 1, 2017, whereby the Company ratified, adopted and approved the RR Amendment and further guaranteed all the obligations of Rolling Rock.
Item 8.01 Other Events
A copy of our press release dated June 15, 2018 is furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FORTEM RESOURCES INC.
By:
/s/ Michael Caetano
Michael Caetano
Director
Date: June 15, 2018
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FORTEM RESOURCES ANNOUNCES AMENDMENTS TO EXTEND PAYMENT OBLIGATIONS UNDER UTAH PROPERTY PURCHASE AGREEMENTS
June 15, 2018 – Fortem Resources Inc. (OTCQB: FTMR) (the “ Company ”) is pleased to announce that it has entered into two amending agreements which have the effect of postponing certain payments relating to its Utah property interests.
Purchase and Sale Agreement – Black Dragon
On May 28, 2018, but effective as of March 1, 2017, the Company’s wholly-owned subsidiary Black Dragon Energy, LLC (“ Black Dragon ”) entered into a Second Amendment to Purchase and Sale Agreement (the “ BD Amendment ”), which amended the terms of the Purchase and Sale Agreement dated effective March 1, 2017 (the “ BD PSA ”), between WEM Dragon, LLC (“ WEM ”) and Black Dragon with respect to the Moenkopi formation and has the effect of postponing certain payments relating to certain of its Utah property interests until August 1, 2019, provided that, if the shares of common stock of the Company are not listed on the TSX Venture Exchange on or before August 1, 2018, the payment deadline will remain December 31, 2018.
In connection with the BD Amendment, the Company entered into a Ratification of Purchase and Sale Agreement with WEM on May 28, 2018 but effective March 1, 2017, whereby the Company ratified, adopted and approved the BD Amendment.
Purchase and Sale Agreement – Rolling Rock
On May 28, 2018, but effective as of March 1, 2017, our wholly-owned subsidiary Rolling Rock Resources, LLC (“ Rolling Rock ”) entered into a Third Amendment to Purchase and Sale Agreement (the “ RR Amendment ”), which amended the terms of the Purchase and Sale Agreement dated effective March 1, 2017 (the “ RR PSA ”), between Rockies Standard Oil Company, LLC (“ RSOC ”) and Rolling Rock with respect to the Mancos formation and has the effect of postponing certain payments relating to certain of its Utah property interests until August 1, 2019, provided that, if the shares of common stock of the Company are not listed on the TSX Venture Exchange on or before August 1, 2018, the payment deadline will remain December 31, 2018.
In connection with the RR Amendment, the Company entered into a Ratification of Purchase and Sale Agreement with RSOC on May 28, 2018 but effective March 1, 2017, whereby the Company ratified, adopted and approved the RR Amendment.
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About Fortem Resources
Fortem Resources Inc. is a publicly traded oil and gas production, development and exploration company, which holds properties in Western Canada and Utah and is seeking North American & International expansion through an acquisition strategy. The Company’s common shares are quoted on the OTC.QB under the symbol FTMR.
On behalf of the Board of Directors,
FORTEM RESOURCES INC.
“Michael Caetano”
Michael Caetano
Chief Operating Officer
This news release contains forward-looking information that involves various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company, such as statements about fulfilling the payment obligations required under the purchase agreements as amended and related listing of common stock of the Company on the TSX Venture Exchange. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) risks inherent in the oil and gas industry in general; (iii) the inability of the company to finance the execution of its business plan and (iv) the risk that the common stock of the Company will not be listed on the TSX Venture Exchange. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.