UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Fortem Resources Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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20-4119257
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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67 East 5th Avenue, Vancouver, BC V5T 1G7
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 403.241.8912
Suite 820, 906 12th Avenue SW, Calgary, Alberta T2R 1K7
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.03
Bankruptcy or Receivership
On October 6, 2021 (the “Petition Date”), Fortem Resources Inc. (the “Company” or the “Debtor”) filed a voluntary petition (the “Chapter 11 Petition”) under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”). The Debtor’s chapter 11 case is captioned “In re Fortem Resources Inc.” and was assigned case number BK-21-14823-nmc (the “Chapter 11 Case”).
The Debtor intends to continue to operate its business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
The Company anticipates seeking approval of the Bankruptcy Court to approve a debtor-in-possession credit facility in an aggregate
principal amount that has not yet been determined (the “
DIP Financing”) and to set a timeline for the Chapter 11 Case, culminating in a plan of
reorganization (the “
Plan of Reorganization”) that is currently being negotiated.
The Company anticipates filing additional Current Reports on
Form 8-K once the DIP Financing and
Plan of Reorganization have been finalized and signed.
Item 2.04
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a
Registrant.
Pursuant to Section 362 of the Bankruptcy Code, the filing of the Chapter 11 Petition automatically stayed most actions against the
Debtor, including actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the Debtor’s property. Subject to certain exceptions under the Bankruptcy Code, the filing of the Chapter 11 Petition also automatically
stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the Debtor or its property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of
the Debtor’s bankruptcy estates, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above, governmental authorities may determine to
continue actions brought under their regulatory powers.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The Company’s common stock remains suspended pending a review of the eligibility for continued listing of
the Company’s common stock on
the NEX Exchange in Canada.
Item 7.01
Regulation FD Disclosure.
Court filings and other documents related to the court-supervised process are available at electronically through the Bankruptcy Court’s
CM/ECF system at
http://ecf.nvb.uscourts.gov (PACER account required), or by sending an email to
the Company’s bankruptcy counsel, Fox Rothschild, LLP, at
pchlum@foxrothschild.com.
The information furnished in this Item 7.01 of this Current Report on Form 8-K and the news release attached hereto as
Exhibit 99.1 shall
not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be
incorporated by reference into the filings of
the Company
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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99.1
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FORTEM RESOURCES INC.
Marc A. Bruner
Chief Executive Officer