Fortem Resources Announces Amendments to Extend Payment Obligations Under Utah Property Purchase Agreements

LAS VEGAS, NV--(Marketwired - Aug 23, 2017) - Fortem Resources Inc. (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 until December 31, 2018 while providing for the flexibility of earlier payments in the discretion of the Company. In consideration for the postponement of such payments, the Company and its subsidiaries have agreed to certain additional interim payments and stock consideration as set forth below.

Purchase and Sale Agreement - Rolling Rock

On August 17, 2017, but effective as of March 1, 2017, the Company's wholly-owned subsidiary Rolling Rock Resources, LLC ("Rolling Rock") entered into a Second Amendment to Purchase and Sale Agreement (the "RR Amendment"), which amended the terms of the Purchase and Sale Agreement effective March 1, 2017 (the "RR PSA"), between Rockies Standard Oil Company, LLC ("RSOC") and Rolling Rock with respect to the Mancos formation.

Under the RR Amendment, Rolling Rock has agreed to pay RSOC cash consideration totalling US$3.6 million (the "RR Cash Consideration") rather than the original US$2.4 million based upon the following revised payment schedule:

• US$100,000 as a non-refundable deposit within 5 business days of closing (completed and unchanged);
  
  
• the balance of the RR Cash Consideration by payment to RSOC of an amount equal to 25% of any funds received by Rolling Rock or its affiliates (including the Company) from any equity, debt or convertible financing thereof (each, a "Financing") upon the closing of each Financing until such amount is paid. Notwithstanding the foregoing: (a) the first US$1.5 million raised by Rolling Rock or its affiliates (including the Company) will be exempt from a 25% payment to RSOC if such amount is received prior to the Company's listing on a stock exchange; and (b) the full RR Cash Consideration is required to be paid in full no later than December 31, 2018 regardless of the amount of funds paid in connection with one or more Financings. This change modified the original requirement to pay US$1.3 million 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; and