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Fortem Resources Inc. Share Issue/Capital Change 2017

Mar 16, 2017

47050_rns_2017-03-16_7d4a033a-184b-4daf-a2a7-9699a8372c53.pdf

Share Issue/Capital Change

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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

Date of Report (Date of earliest event reported) March 10, 2017

Strongbow Resources Inc.

(Exact name of registrant as specified in its charter)

Nevada 000‐52645 20‐4119257 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

777 N. Rainbow Blvd., Suite 250, Las Vegas, Nevada 89107

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 403.241.8912

N/A

(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 (see General Instruction A.2. below):

  • [ ] 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))

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Item 3.02 Unregistered Sales of Equity Securities.

On March 10, 2017, we sold an aggregate of 200,000 shares of common stock (each, a “Share”) at a price of US$0.50 per Share for gross proceeds of US$100,000. We issued the Shares to one non‐U.S. person (as that term is defined in Regulation S of the Securities Act of 1933 , as amended) in an offshore transaction in which we relied on the exemptions from the registration requirements provided for in Regulation S and/or Section 4(a)(2) of the Securities Act of 1933 , as amended.

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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.

STRONGBOW RESOURCES INC.

By:

/s/ Michael Caetano

Michael Caetano Chief Executive Officer

Date: March 16, 2017