Fortem Resources Inc. (OTCMKTS:FTMR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On April 17, 2017, our company entered into and closed a
Membership Interest Purchase Agreement (theMPA)
with MAB Resources Holdings, LLC and JM Magna Holdings, LLC,
whereby MAB Resources and JM Magna sold and transferred all of
the outstanding membership interest of Rolling Rock Resources,
LLC to our company in consideration for the pre-closing payment
of US$100,000 as a non-refundable deposit and the issuance of an
aggregate of 20 million common shares in the capital of our
company, with 10 million shares issued to MAB Resources and 10
million issued to JM Magna.
Rolling Rocks sole asset consists of the rights and obligations
arising from a Purchase and Sale Agreement dated effective March
1, 2017, as amended (together, the PSA), between
Rockies Standard Oil Company, LLC (theVendor)
and Rolling Rock. Upon the satisfaction of the payments and
obligations by Rolling Rock as set out below, the Vendor has
agreed to convey certain leases and related assets (the
Leases) to Rolling Rock. The Leases include
certain leases, hydrocarbons, wells, agreements, equipment,
surface rights agreements and assignable permits all as further
set out in the PSA.
Cash Consideration
Under the PSA, Rolling Rock has agreed to pay the Vendor cash
consideration totalling US$2.4 million based upon the following
schedule:
US$100,000 as a non-refundable deposit within 5 business days of
closing (completed);
US$1,300,000 on or before September 1, 2017;
US$500,000 on or before March 1, 2018; and
US$500,000 on or before September 1, 2018.
However, if Rolling Rock pays a total of US$2,150,000 on or
before September 1, 2017, the parties have agreed that the cash
consideration above will be deemed to have been paid in full.
Carry Obligation
Under the PSA, and in addition to the cash consideration, Rolling
Rock has agreed to pay all costs and expenses incurred on the
Leases with respect to any and all exploration, development and
production during the carry period. The Carry
Period continues until the later of either (i) the date
that Rolling Rock pays the full cash consideration set out above
or (ii) the date that Rolling Rock pays all costs and expenses
for the drilling, logging, testing and completion of three new
wells in each of the three Federal Units, each well with a
horizontal leg extending at least 1,000 in the target zone within
the Mancos formation (the Three Obligation
Wells). Rolling Rock is required to drill to completion
or cause to be drilled to completion (or plugging and
abandonment) the Three Obligation Wells on or before February 28,
2019, failing which, Rolling Rocks right to earn any assignment
in and to the Leases will terminate immediately. For each
vertical well drilled to the top of the Dakota formation through
completion (or plugging or abandonment) within a Federal Unit,
the obligation deadline will be amended to the later of (i) the
current obligation deadline or (ii) 6 months from the date the
rig that drilled such vertical well to total depth has been
removed from the wellsite.
The obligation well in the Grand Mancos Unit will be a vertical
well drilled to a depth sufficient to test the Granite Walsh
formation within such Federal Unit. For this well, completion (or
plugging and abandonment) will take place no later than 2 months
after the rig that drilled to total depth has been removed from
the wellsite and for a period of 6 months after completion of
this obligation well (or plugging and abandonment), and Rolling
Rock will have the exclusive option to purchase an additional 25%
of the Vendors right, title and interest in and to the leases
with respect to the Granite Walsh formation within the boundary
of the Grand Mancos Unit for an additional payment of US$10
million.
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Within 10 business days after the later of Rolling Rock paying
the cash consideration in full or Rolling Rock meeting in full
its carry obligation, the Vendor will convey to Rolling Rock an
undivided 50% of the Vendors right, title and interest in and to
the Leases, or a 80% net revenue interest in the Leases as
further described in the PSA. Notwithstanding this transfer,
within 10 business days after the later of payment of $300,000 on
or before September 1, 2017 (which amount is included in the cash
consideration set out above) and the replacement of the Vendors
bonds on or before September 1, 2017, the Vendor will convey to
Rolling Rock an undivided 50% of the Vendors right, title and
interest in and to the Cisco Dome leases and related assets as
further set out in the PSA. However, if Rolling Rock fails to
timely meet any of its obligations under the PSA, after having
taken assignment of the Cisco Dome leases and assets, then, if
the Vendor elects in its sole discretion, Rolling Rock is
required to reassign the Cisco Dome leases and assets to the
Vendor without any additional encumbrances.
Joint Operating Agreement
The parties have agreed that the interests of the parties in the
Leases will be subject to the terms of a Joint Operating
Agreement (the JOA), to the extent that all or
any portion of the assets or interests related thereto are not
subject to a third party operating agreement. Rolling Rock will
be designated as the operator under the JOA, subject only to its
removal or resignation under the terms of the JOA or for good
cause as determined in the PSA.
Additional Payments
On or before September 1, 2017, Rolling Rock is required to pay
the Vendor US$65,000 for rental, minimum royalty, option payments
and shut-in royalty payments due on the leases through December
31, 2018.
General
The PSA established an area of mutual interest (the
AMI), whereby, in the event any party acquires
any interest in any oil, gas, hydrocarbon or mineral interest in
the AMI for a period of three years from the closing date, the
acquiring party must notify the other party and the non-acquiring
party will have the right to elect to acquire a 50% interest in
such rights at the same price or for the same consideration paid
or given by the acquiring party and otherwise on the same terms
and conditions. If the Vendor elects to acquire its proportionate
share of any acquisition in the AMI by Rolling Rock prior to
Rolling Rock meeting its Carry Obligation, the Vendor will not be
required to pay its proportionate share of such costs and no
payment is required to be made until the Carry Obligation is
satisfied. If Rolling Rock elects to acquire its proportionate
share of any acquisition in the AMI by the Vendor prior to
Rolling Rock meeting the Carry Obligation, Rolling Rock has
agreed to pay the Vendor all of the acquisition costs (up to the
point of satisfying the Carry Obligation).
We issued shares to one U.S. person (as that term is defined in
Regulation S of the Securities Act of 1933) relying on Rule 506
of Regulation D and/or Section 4(a)(2) of the Securities Act of
1933. We issued shares to one non-U.S. person (as that term is
defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S and/or Section
4(a)(2) of the Securities Act of 1933.
Except as disclosed in this Item 1.01, we are not aware of any
arrangements, the operation of which may at a subsequent date
result in a change in control of our company.
Item 2.01 Completion of Acquisition or Disposition of
Assets
The information contained in the section titled Item 1.01 Entry
into a Material Definitive Agreement above is responsive to this
Item 2.01.
Item 3.02 Unregistered Sales of Equity
Securities
The information contained in the section titled Item 1.01 Entry
into a Material Definitive Agreement above is responsive to this
Item 3.02.
Item 8.01 Other Events
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A copy of our press release dated April 21, 2017 is furnished
herewith.
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Item 9.01 |
Financial Statements and Exhibits. |
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(a) |
Financial Statements of Businesses |
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The financial statements required by this item are not |
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(b) |
Pro Forma Financial Information. |
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The pro forma financial information required by this item |
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(d) |
Exhibits. |
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10.1 |
Membership Interest Purchase Agreement dated April 12, 2017 |
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99.1 |
Press release dated April 21, 2017 |
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About Fortem Resources Inc. (OTCMKTS:FTMR)
Fortem Resources Inc., formerly Strongbow Resources Inc. is focused on the acquisition, exploration and development of oil and gas properties located in the United States and Canada. The Company’s net probable reserves are approximately 89,600 barrels of oil. The Company has a well on approximately 160 developed acres. The Company has approximately 4,960 gross acres and 4,960 net undeveloped acres. The Company seeks to focus on the exploration and drilling of the Farmout Lands, identify and complete additional asset acquisition(s), and pursue joint venture agreements with third parties to explore for oil and gas in Canada and the United States. As of February 29, 2016, the Company had no proved undeveloped reserves. The Company has generated no revenue from pre-production sales of oil and commercial production. Fortem Resources Inc. (OTCMKTS:FTMR) Recent Trading Information
Fortem Resources Inc. (OTCMKTS:FTMR) closed its last trading session up +0.25 at 2.25 with 6,040 shares trading hands.