VANCOUVER, May 28, 2019 /CNW/ - Fortem Resources
Inc. (TSXV: FTM; 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 16, 2019,
but effective as of March 1,
2017, the Company's wholly-owned subsidiary Black Dragon
Energy, LLC (the "Black Dragon") entered into a Fourth
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 (the "WEM") and Black Dragon with respect to the
Moenkopi formation and has the effect of:
- postponing payment of the remaining US$3.8M owed under the BD PSA relating to certain
of its Utah property interests
(Moenkopi Formation) until receipt of one or more financings by the
Company (or certain of its subsidiaries), in which case the Company
must pay 12.5% of the proceeds of each financing close until
payment in full;
- extending the outside date of full payment of the remaining
US$3.8M to May
1, 2020;
- extending the "Obligation Deadline" for drilling obligations to
May 1, 2020;
- requiring the Company to re-enter and perform workover
operations reasonably aimed at cleaning out the bore of the
Wellington Flats Well and restoring that well to production on or
prior to May 1, 2020;
- extending the deadline for bond replacement to July 1, 2019; and
- in consideration of the various extensions provided for under
the BD Amendment, the Company has agreed to issue WEM 300,000
common shares.
In connection with the BD Amendment, the Company entered into a
Ratification of Purchase and Sale Agreement with WEM on
May 16, 2019 but effective
March 1, 2017, whereby the Company
ratified, adopted and approved the BD Amendment.
Purchase and Sale Agreement – Rolling Rock
On May 16, 2019, but effective as
of March 1, 2017, our wholly-owned
subsidiary Rolling Rock Resources, LLC (the "Rolling Rock")
entered into a Fifth 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 (the "RSOC") and Rolling
Rock with respect to the Mancos formation and has the effect
of:
- increasing the percentage interest of all right, title and
interest in and to the leases to be acquired by Rolling Rock from
RSOC under the RR PSA from 50% to 75%;
- postponing payment of the remaining US$5.3M owed under the RR PSA relating to certain
of its Utah property interests
(Mancos Formation) until receipt of one or more financings by the
Company (or certain of its subsidiaries), in which case the Company
must pay 12.5% of the proceeds of each financing close until
payment in full;
- extending payment of an additional US$300,000 as the Workover Funds on or before
May 1, 2020 (which Workover Funds are
separate from and in addition to the cash consideration of
US$5.3M);
- extending the outside date of full payment of the remaining
US$5.3M to May
1, 2020;
- extending the "Obligation Deadline" for drilling obligations to
May 31, 2020;
- extending the deadline for bond replacement to July 1, 2019; and
- in consideration of the various extensions provided for under
the RR Amendment, the Company has agreed to issue RSOC 300,000
common shares.
In connection with the RR Amendment, the Company entered into a
Ratification of Purchase and Sale Agreement with RSOC on
May 16, 2019 but effective
March 1, 2017, whereby the Company
ratified, adopted and approved the RR Amendment.
All common shares of the Company to be issued pursuant to the BD
Amendment and the RR Amendment will be subject to a four month and
a day Canadian hold period from the date of issuance and subject to
the approval of the TSX Venture Exchange.
None of the securities issued have been registered under
the United States Securities
Act of 1933, as amended (the "1933 Act"), and
none of them may be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the 1933
Act. This news release shall not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of the
securities in any state where such offer, solicitation, or sale
would be unlawful.
About Fortem Resources
Fortem is an oil and gas corporation, which holds properties in
Alberta and Utah. The Company is engaged in the
exploration, development and production of crude oil and natural
gas in the Western Canadian Sedimentary Basin and Utah in the United
States. The Company is seeking North American and
International expansion through an acquisition strategy.
On behalf of the Board of Directors,
FORTEM RESOURCES INC.
"Michael
Caetano"
Michael Caetano
Chief Operating Officer
Tel: (403) 241-8912
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
This news release includes certain "forward-looking
statements" under applicable Canadian securities legislation.
Forward-looking statements include, but are not limited to,
statements with respect to fulfilling the payment obligations and
common share issuances required under the purchase agreements as
amended, fulfilling the terms of the agreements, and receipt of
TSXV approval. Forward-looking statements are necessarily based
upon a number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties,
and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to the inability to obtain TSXV approval, the inability to
raise funds sufficient to close on the agreements, and the
inability for the Company to execute its business plan. Although
the Company believes that the expectations and assumptions on which
such forward looking information is based are reasonable, undue
reliance should not be placed on the forward looking information
because the Company can give no assurance that they will prove to
be correct. Forward looking statements contained in this press
release are made as of the date of this press release. The Company
disclaims any intent or obligation to update publically any forward
looking information, whether as a result of new information, future
events or results or otherwise, other than as required by
applicable securities laws. Readers should consult all of the
information set forth herein and should also refer to the risk
factors disclosure outlined in the reports and other documents the
Company files with the SEC, available at www.sec.gov, and on the
SEDAR, available at www.sedar.com.
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SOURCE Fortem Resources Inc.