Item 1.01 Entry into a Material Definitive Agreement

Purchase and Sale Agreement - Black Dragon

On May 22, 2020, but effective as of March 1, 2017, Fortem Resources Inc.'s (the "Company") wholly-owned subsidiary Black Dragon Energy, LLC ("Black Dragon") entered into a Fifth 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 ("WEM") and Black Dragon with respect to the Moenkopi Formation and has the effect of:





  ? postponing the 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 August
    1, 2020;

  ? extending the "Obligation Deadline" for drilling obligations to August 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 August 1, 2020; and

  ? extending the deadline for bond replacement to August 1, 2020.

In connection with the BD Amendment, the Company entered into a Ratification of Purchase and Sale Agreement with WEM on May 22, 2020 but effective March 1, 2017, whereby the Company ratified, adopted and approved the BD Amendment.

Purchase and Sale Agreement - Rolling Rock Resources, LLC

On May 22, 2020, but effective as of March 1, 2017, the Company's wholly-owned subsidiary Rolling Rock Resources, LLC ("Rolling Rock") entered into a Sixth 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" and, together with the BD PSA, the "Purchase Agreements"), between Rockies Standard Oil Company, LLC ("RSOC") and Rolling Rock with respect to the Mancos Formation and has the effect of:





  ? postponing the 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 the payment of an additional US$300,000 as the Workover Funds on or
    before August 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 August
    1, 2020;

  ? extending the "Obligation Deadline" for drilling obligations to August 1,
    2020; and

  ? extending the deadline for bond replacement to August 1, 2020.




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In connection with the RR Amendment, the Company entered into a Ratification of Purchase and Sale Agreement with RSOC on May 22, 2020 but effective March 1, 2017, whereby the Company ratified, adopted and approved the RR Amendment.




Item 9.01 Financial Statements and Exhibits.
(d)       Exhibits.

10.1        Fifth Amendment to Purchase and Sale Agreement dated effective as of
          March 1, 2017 between Black Dragon Energy, LLC and WEM Dragon, LLC
10.2        Ratification of Purchase and Sale dated effective as of March 1, 2017
          between Fortem Resources Inc. and WEM Dragon, LLC
10.3        Sixth Amendment to Purchase and Sale Agreement dated effective as of
          March 1, 2017 between Rolling Rock Resources, LLC and Rockies Standard
          Oil Company, LLC
10.4        Ratification of Purchase and Sale Agreement dated March 1, 2017
          between Fortem Resources Inc. and Rockies Standard Oil Company, LLC
99.1        Press release dated May 26, 2020




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