NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
CALGARY, Alberta, Sept. 13, 2017 (GLOBE NEWSWIRE) — Fortem Resources Inc. (OTCQB:FTMR) (the â€śCompanyâ€ť) is pleased to announce that it has entered into an engagement letter dated September 6, 2017 (the â€śEngagement Letterâ€ť) with Mackie Research Capital Corporation (â€śMackieâ€ť), whereby Mackie has agreed to act as sole agent in connection with a brokered private placement financing of a minimum of 750,000 common shares of the Company (each, a â€śShareâ€ť) and a maximum of 2,250,000 Shares to raise minimum gross proceeds of US$1,500,000 up to a maximum of US$4,500,000 to qualified investors (the â€śOfferingâ€ť).Â Each Share will be offered at a price of US$2.00 (the â€śOfferingÂ Priceâ€ť). The closing of the Offering (the â€śClosingâ€ť) is anticipated to occur on or about October 31, 2017.Â Pursuant to the terms of the Engagement Letter, Mackie has the option (theÂ â€śAgentâ€™sÂ Optionâ€ť) exercisable at any time up to and including Closing to increase the size of the Offering by up to 15%.
In consideration for the services under the Engagement Letter, and on the Closing, the Company has agreed to pay Mackie a commission equal to 8% of the gross proceeds arising from the Offering, including the gross proceeds arising from the exercise of any portion of the Agentâ€™s Option, provided that with respect to proceeds raised from purchasers on a presidentâ€™s list comprised of investors introduced by the Company (the â€śPresidentâ€™s Listâ€ť), the commission will be 2% of such proceeds.Â Additionally, Mackie will receive non-transferable options (each, a â€śCompensation Optionâ€ť) exercisable at any time up to 24 months from Closing to acquire Shares in an amount equal to 8% of the Shares issued under the Offering, including the exercise of any portion of the Agentâ€™s Option, provided that the number of Compensation Options issued with respect to Shares sold to purchasers on the Presidentâ€™s List will be equal to 2%.Â The exercise price of the Compensation Options will be equal to the Offering Price.Â Additionally, upon Closing, the Company has agreed to pay Mackie a work fee of CDN$35,000 plus applicable taxes.Â In the event the Company undertakes one or more brokered or underwritten debt or equity financings within a period of two years from the Closing (each, a â€śSubsequentÂ Financingâ€ť), the Company has agreed to pay Mackie a commission of 20% of the cash commission payable by the Company to the lead agent or lead underwriter, as applicable, with respect to each Subsequent Financing for such period.
Prior to completion of the Offering, the Company also intends to complete a non-brokered private placement financing of up to 500,000 Shares at the Offering Price for maximum gross proceeds of US$1,000,000 which offering will not be a part of the Offering and will not trigger any commissions or compensation under the Engagement Letter.
Mr. Marc Bruner, CEO of the Company, stated: â€śIt is a privilege to work with such a reputable company as Mackie.Â As we accelerate our growth, we are confident Mackie will be of great assistance based on their many years of success.Â We look forward to working with them.â€ť
The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the â€śU.S. Securities Actâ€ť), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. 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 jurisdiction where such offer, solicitation, or sale would be unlawful.
About Fortem Resources
Fortem Resources Inc. is a publicly traded oil and gas production, development and exploration company, which holds a diversified natural resource portfolio of mainly oil and gas assets and one gold asset.Â The Companyâ€™s properties, held through five wholly owned subsidiaries, are located in Western Canada, North America and in countries around the world.Â The Companyâ€™s common shares are quoted on the OTCQB under the symbol FTMR.
On behalf of the Board of Directors,
FORTEM RESOURCES INC.
â€śMarc Brunerâ€ťÂ Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â
Chief Executive Officer
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the offerings described herein. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future.Â Forward looking statements in this news release include, without limitation, statements relating to the Offering, the additional $1 million non-brokered offering, the closing of each offering and the terms thereof. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including the inability to satisfy any of the conditions to closing of the offerings, the inability to raise sufficient funds in the offerings; and risks related to the business of the Company and the oil and gas industry in general. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are urged to consider these factors carefully in evaluating the forward-looking statements contained in this news release and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements. These forward-looking statements are made as of the date hereof and the Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.
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