Filing Details
- Accession Number:
- 0001085037-17-000040
- Form Type:
- 13D Filing
- Publication Date:
- 2017-05-15 18:04:24
- Filed By:
- Mainardi Angela
- Company:
- Fortem Resources Inc. (OTCMKTS:FTMR)
- Filing Date:
- 2017-05-16
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Angela Mainardi | 20,000,000 | 20,000,000 | 20,000,000 | 19.8% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. ___)
(Amendment No. ___)
Under the Securities Exchange Act of 1934
| Fortem Resources Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 Par Value |
| (Title of Class of Securities) |
| 34961A 103 |
| (CUSIP Number) |
| copy to: Clark Wilson LLP 900 - 885 West Georgia Street Vancouver, British Columbia, Canada V6C 3H1 Tel: 604.687.5700 Fax: 604.687.6314 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| April 7, 2017 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 34961A 103 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| Angela Mainardi | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||
| (a) [ ] (b) [ ] | ||||
| 3 | SEC USE ONLY | |||
| | ||||
| 4 | SOURCE OF FUNDS (See Instructions) | |||
| OO | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | |||
| [ ] | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Canadian | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | ||
| 20,000,000(1) | ||||
| 8 | SHARED VOTING POWER | |||
| Nil | ||||
| 9 | SOLE DISPOSITIVE POWER | |||
| 20,000,000(1) | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| Nil | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 20,000,000 shares of common stock | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |||
| [ ] | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
| 19.8%(2) | ||||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | |||
| IN | ||||
| (1) | Of this number, 20,000,000 shares are held indirectly by Pacific Petroleum, LLC. Angela Mainardi exercises investment power over the shares of common stock held by Pacific Petroleum, LLC. |
| (2) | Calculated based on 100,884,698 shares issued and outstanding as of April 17, 2017. |
Item 1. Security and Issuer
This Statement relates to shares of common stock with $0.001 par value per share of Fortem Resources Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 777 North Rainbow Blvd., Suite 250, Las Vegas, NV 89107.
Item 2. Identity and Background
| (a) | Name: Angela Mainardi (the “Reporting Person”). |
| (b) | Residence or business address: 1503 Commercial Drive, Vancouver, BC V5L 3Y1. |
| (c) | The Reporting Person is a business person. |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours). |
| (e) | The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of Canada. |
Item 3. Source and Amount of Funds or Other Considerations
On April 7, 2017, the Issuer entered into a Membership Interest Purchase Agreement with Blue Phoenix Energy, LLC (“Blue Phoenix”) and Pacific Petroleum, LLC (“Pacific”), whereby the Issuer acquired 83.4% of the outstanding membership interest of Colony Energy, LLC, a Nevada limited liability company, consisting of 41.7% of the outstanding membership interest of Colony from Blue Phoenix and 41.7% of the outstanding membership interest of Colony from Pacific. In consideration for the acquisition of the 83.4% membership interest, the Issuer issued 10,000,000 shares of its common stock to Blue Phoenix and 10,000,000 shares of its common stock to Pacific at closing on April 7, 2017.
On April 12, 2017, the Issuer entered into and closed a second Membership Interest Purchase Agreement with Blue Phoenix and Pacific, whereby Blue Phoenix and Pacific sold and transferred all of the outstanding membership interest of Black Dragon, LLC to the Issuer in consideration for the pre-closing payment of US$100,000 as a non-refundable deposit and the issuance of an aggregate of 20,000,000 common shares in the capital of the Issuer, with 10,000,000 shares issued to Blue Phoenix and 10,000,000 issued to Pacific.
The Reporting Person is the beneficial owner of all of the issued and outstanding shares of Pacific.
Item 4. Purpose of Transaction
The Reporting Person acquired the securities of the Issuer for investment purposes, but may transfer or sell such securities as necessary and in accordance with applicable securities laws.
As of the date hereof, except as described above, the Reporting Person does not have any plans or proposals which relate to or would result in:
| • | the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; | |
| • | an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; | |
| • | a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; | |
| • | any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; | |
| • | any material change in the present capitalization or dividend policy of the Issuer; | |
| • | any other material change in the Issuer's business or corporate structure; | |
| • | changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; | |
| • | causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; | |
| • | a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or | |
| • | any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer
| (a) | The aggregate number and percentage of common stock of the Issuer beneficially owned by the Reporting Person is 20,000,000 shares of which shares are held indirectly by Pacific, or approximately 19.8% of outstanding common stock of the Issuer, based on 100,884,698 shares issued and outstanding as of April 17, 2017. Angela Mainardi exercises investment power over the shares of common stock held by Pacific. |
| (b) | The Reporting Person has the sole power to vote or direct the vote, and to dispose or direct the disposition of 20,000,000 shares of common stock of the Issuer. See also Items 3 and 5(a). |
| (c) | The response to Item 3 is responsive to this Item. |
| (d) | Not applicable |
| (e) | Not applicable |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as set forth above or set forth in the exhibits, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
| 10.1 | Membership Interest Purchase Agreement dated April 7, 2017 (incorporated by reference from the Issuer’s Current Report on Form 8-K, filed on April 12, 2017). |
| 10.2 | Membership Interest Purchase Agreement dated April 12, 2017 (incorporated by reference from the Issuer’s Current Report on Form 8-K, filed on April 17, 2017). |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: May 15, 2017 | /s/ Angela Mainardi Signature |
| Angela Mainardi |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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