Fortem Resources Inc. (OTCMKTS:FTMR) Files An 8-K Entry into a Material Definitive Agreement

Fortem Resources Inc. (OTCMKTS:FTMR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

The information contained in the section titled Item 2.01
Completion of Acquisition or Disposition of Assets below is
responsive to this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of
Assets.

On May 17, 2017, our company acquired 50% of the membership
interest in City of Gold, LLC, a Nevada limited liability
company, from two Nevada limited liability companies – MAB
Resources Holdings LLC and JM Magna Holdings LLC (each a
Transferor), to a Membership Interest Purchase
Agreement dated as of May 17, 2017. The Membership Interest
Purchase Agreement provides for a total purchase price consisting
of an aggregate of 30,000,000 common shares in the capital of the
Company at a deemed price of $2.00 per share (thePurchase
Shares). 15,000,000 of the Purchase Shares were issued
at closing (7,500,000 to each Transferor); the other 15,000,000
Purchase Shares are to be issued within ten Business Days after
City of Gold, LLC earns the Option described below.

City of Gold, LLC was formed in November of 2016. Its sole assets
consist of 2,930,259 common shares and 2,930,259 share purchase
warrants in the capital of Asia Pacific Mining Limited (Asia
Pacific) and its rights under a binding financing and option
agreement (the Option Agreement) with Asia
Pacific and an individual named Nyi Nyi Lwin. City of Gold, LLCs
only liabilities consist of three demand notes in favor of the
Company for an aggregate of $1,500,000.

Under the Option Agreement, Asia Pacific and Nyi Nyi Lwin have
agreed to grant to City of Gold, LLC the option (the
Option) to purchase 50% of the ownership
interest in a wholly-owned subsidiary of Asia Pacific (the
Project Subsidiary) which, in turn, owns 50% of
the rights to the City of Gold mineral exploration project
located in Myanmar which covers an area of approximately 465
square kilometers in close proximity to hydropower, water, and
infrastructure to accommodate exploration and development of the
property. City of Gold, LLC can earn the Option upon issuance of
an exploration license for the City of Gold Project, subject to a
financing condition.

Once it has earned the Option, City of Gold, LLC will have the
option to require Asia Pacific to transfer the Project Subsidiary
to a Canadian publicly listed company to be selected by City of
Gold, LLC (Acquisition Co) for an exercise price
consisting of US$7,000,000 in cash and thirty percent of the
issued and outstanding share capital of Acquisition Co
(calculated on a fully diluted basis, excluding up to 10% in
stock options, but including shares Acquisition Co may have
issued in order to raise the exercise price of US$7,000,000 and
an additional $5,000,000 in working capital). Half of the cash
portion of the exercise price must be paid upon exercise of the
Option; the balance is to be paid on the first anniversary of the
exercise and is to be evidenced by a one-year secured term note.
Although City of Gold, LLC has the right to select Acquisition
Co., it must select a Canadian publicly listed company that meets
certain criteria at exercise of the Option, Acquisition Co must
have less than US$100,000 in liabilities and US$5,000,000 or more
in working capital and Asia Pacific will have the right to
nominate 30% of its directors.

At the initial closing of the City of Gold Purchase Agreement on
May 17, 2017, MAB Resources holds 17,500,000 shares of our common
stock, representing approximately 15.1% of our issued and
outstanding common stock and JM Magna holds 17,500,000 shares of
our common stock, representing approximately 15.1% of our issued
and outstanding common stock.

MAB Resources is owned and controlled by Mr. Marc A. Bruner. Mr.
Bruner also owns and controls Blue Phoenix Energy, LLC, a Nevada
limited liability company that owns 20,000,000 shares of our
common stock. Together, Blue Phoenix Energy, LLC and MAB
Resources own 37,500,000 shares of our common stock, representing
32.36% of our issued and outstanding common stock.

Except as disclosed in this Item 2.01, 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.

We issued these shares to two U.S. persons (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.

Item 3.02 Unregistered Sales of Equity
Securities.

The information contained in the section titled Item 2.01
Completion of Acquisition or Disposition of Assets above is
responsive to this Item 3.02.

Item 5.01 Changes in Control of Registrant.

The information contained in the section titled Item 2.01
Completion of Acquisition or Disposition of Assets above is
responsive to this Item 5.01.

Item 8.01 Other Events.

A copy of our press release dated May 23, 2017 is furnished
herewith.

Item 9.01	Financial Statements and Exhibits.
(a)	Financial Statements of Businesses Acquired.
The financial statements required by this item are not being filed with this current report on Form 8-K. Such financial statements are expected to be filed by an amendment to this current report on Form 8-K not later than 71 calendar days after the date that this current report on Form 8-K must be filed.
(b)	Pro Forma Financial Information.
The pro forma financial information required by this item is not being filed with this current report on Form 8-K. Such pro forma financial information is expected to be filed by an amendment to this current report on Form 8-K not later than 71 calendar days after the date that this current report on Form 8-K must be filed.
(d)	Exhibits.
10.1	Membership Interest Purchase Agreement dated May 17, 2017 with MAB Resources Holdings LLC and JM Magna Holdings LLC
99.1	Press release dated May 23, 2017

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 +0.06 at 2.00 with 2,014 shares trading hands.