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.
to the Membership Interest Purchase Agreement dated April 7, 2017
(the MIPA) with Blue Phoenix Energy, LLC
(Blue Phoenix) and Pacific Petroleum, LLC
(Pacific), on April 7, 2017, we acquired 83.4%
of the outstanding membership interest of Colony Energy, LLC, a
Nevada limited liability company (Colony),
consisting of 41.7% of the outstanding membership interest of
Colony from Blue Phoenix and 41.7% of the outstanding membership
interest of Colony from Pacific. In consideration for the
acquisition of the 83.4% membership interest, we issued
10,000,000 shares of our common stock to Blue Phoenix and
10,000,000 shares of our common stock to Pacific at closing on
April 7, 2017.
to the Membership Interest Purchase Agreement dated April 7, 2017
with Grassy Butte LLC (Grassy Butte), on April
7, 2017, we acquired the remaining 16.7% membership interest of
Colony from Grassy Butte. In consideration for the acquisition of
this interest, we agreed to issue an aggregate of 4,000,000
shares of our common stock to Grassy Butte, as follows:
at the closing , we issued 1,000,000 shares of our common stock
to Grassy Butte;
on the first anniversary of the closing date, we agreed to issue
an additional 1,000,000 shares of our common stock to Grassy
Butte;
on the second anniversary of the closing date, we agreed to issue
an additional 1,000,000 shares of our common stock to Grassy
Butte; and
on the third anniversary of the closing date, we agreed to issue
an additional 1,000,000 shares of our common stock to Grassy
Butte.
Accordingly, we acquired 50% of the outstanding membership
interest of Colony. Colony holds a 50% interest in and to certain
petroleum, natural gas and general rights, including Alberta
Crown Petroleum and Oil Sands Leases in 20 sections totalling
12,960 acres or 5,184 hectares located in the Godin area of
Northern Alberta.
Colony is a party to a Petroleum, Natural Gas and General Rights
Conveyance dated as of March 31, 2017 with Grassy Butte Energy,
Ltd. (Grassy Butte Energy) and Grassy Butte, to
which Grassy Butte Energy is entitled to receive certain
milestone payments in the aggregate amount of up to US$210,000 as
partial consideration for the purchase of certain petroleum and
natural gas rights and other interests by Colony from Grassy
Butte Energy. Colony was also required to pay Grassy Butte Energy
US$30,000 on closing, which amount was advanced by our company to
Grassy Butte Energy on behalf of Colony and which debt was
evidenced by a promissory note issued by Colony in favor of our
company. to the Milestone Payment Addendum dated April 7, 2017
with Grassy Butte Energy and Grassy Butte, we agreed that if
Colony fails to make timely payment of any milestone payment and
does not remedy such failure within 30 days after receipt of
written notice from Grassy Butte Energy, Grassy Butte Energy may
elect to: (i) have Colony re-convey the purchased petroleum and
natural gas rights and other interests to Grassy Butte Energy; or
(ii) subject to the availability of a registration exemption,
receive 250,000 shares of our common stock, and such
re-conveyance or issuance of 250,000 shares of our common stock
is to be in full and final satisfaction of all obligations to
make any further milestone payment.
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.
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We issued and intend to issue 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. We issued and intend to issue
these 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.
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 8.01 Other Events.
A copy of our press release dated April 11, 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 7, 2017 |
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10.2 |
Membership Interest Purchase Agreement dated April 7, 2017 |
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10.3 |
Milestone Payment Addendum dated April 7, 2016 with Grassy |
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99.1 |
Press release dated April 11, 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 +0.01 at 1.99 with 10,183 shares trading hands.