The board of directors ofFortem Resources Inc. (“we,” “us,” “our”, “Fortem” or “our company”) is soliciting your consent on behalf of Fortem to approve the following proposals (the “Proposals”), which have been approved by our board directors:

We are soliciting your approval of the Proposals by written consent in lieu of a meeting of stockholders because our board of directors believes that it is in the best interests of our company and our stockholders to solicit such approval in the most cost effective manner. A form of written consent is enclosed for your use.

This Consent Solicitation Statement and accompanying form of written consent are expected to be first sent or given to our stockholders on or about ●,January 10, 2017. Our board of directors has fixed the close of business on ●,December 27, 2017 as the record date (the “Record Date”) for determination of our stockholders entitled to give written consents. Only the stockholders of record on the Record Date are entitled to give the written consents for the Proposals.

The written consents of stockholders representing a majority of the voting power of our outstanding common stock as of the Record Date are required to approve each Proposal.

Your consent is important regardless of the number of shares of our common stock that you hold. Although our board of directors has approved the Proposals, each Proposal requires the approval by the vote of our stockholders holding a majority of the voting power of our outstanding common stock as of the Record Date.

Please mail your written consent to us no later ●, 2017,February 9, 2018, or such other date as determined by us in its sole discretion, by email to ●@●.cominfo@fortemresources.com or in writing to the following address:

We are asking our stockholders to approve the following Proposals by written consent:

The full text of our amended and restated articles of incorporation, is attached to this Consent Solicitation Statement as Schedule “A”.

We urge you to carefully read and consider the information contained in this Consent Solicitation Statement. We request that you send your written consent to the Proposals described in this Consent Solicitation Statement.

Our board of directors has fixed the close of business on ●,December 27, 2017 as the Record Date for determination of our stockholders entitled to give written consents. If you were a stockholder of record on the Record Date, you are entitled to give written consents to the Proposals.

As of the Record Date, ●[116,634,698]117,872,458 shares of our common stock were issued and outstanding and, therefore, a total of ●[116,634,698]117,872,458  votes are entitled to be given by written consents.

On each Proposal, you have one vote for each share of our common stock that you owned as of the Record Date.

If you are a stockholder of record, please complete, date, sign, and return the enclosed written consent form via email to●@●info@fortemresources.com or by mail to the following address:

If you hold your shares in “street name” and wish to send your written consents, you must follow the instructions given by your broker, bank, or other nominee or contact your broker, bank, or other nominee for the information on how to send your written consents.

If your shares are registered directly in your name with our transfer agent, Island Stock Corporation, then you are a stockholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a bank, or other nominee, then the broker, bank, or other nominee is the stockholder of record with respect to those shares. However, you still are the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot send their written consents directly and must instead instruct the broker, bank, or other nominee on how to send their written consents.

Each Proposal will be approved by our stockholders if we receive the written consents of our stockholders representing a majority of the voting power of our outstanding common stock as of the Record Date, or written consents representing at least ●[58,317,350]58,936,230 shares of our common stock.

A written consent form that has been signed, dated and delivered to us with the “For” box checked will constitute consent for each Proposal. A written consent form that has been signed, dated and delivered to us with the “Against” or “Abstain” boxes checked or without any of the boxes checked will be counted as a vote against a Proposal. Abstentions and broker non-votes will have the same effect as a vote against a Proposal.

A “broker non-vote” occurs when a broker, bank, or other nominee holding shares for a beneficial owner in street name does not vote on a particular Proposal because it does not have discretionary voting power with respect to that Proposal and has not received instructions with respect to that Proposal from the beneficial owner of those shares, despite voting on at least one other Proposal for which it does have discretionary authority or for which it has received instructions.

The approval of our stockholders of the Proposals is effective when we receive the written consents to the Proposals from our stockholders representing a majority of the voting power of our outstanding common stock as of the Record Date.

Yes. A written consent, once dated, signed and delivered to us, will remain effective unless and until revoked by a written notice of revocation dated, signed and delivered to us before the time that we have received written consents to the Proposals from our stockholders representing a majority of the voting power of our outstanding common stock as of the Record Date. Please send your notice of revocation to the same email address or mailing address to which you would send your written consent, as disclosed elsewhere in this Consent Solicitation Statement.

No. Neither Nevada law nor our articles of incorporation or bylaws provide our stockholders with the rights of appraisal or similar rights of dissenters with respect to the Proposals.

We will pay for the expense of soliciting the written consents and the cost of preparing, assembling and mailing material in connection therewith. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock beneficially owned by others to forward to the beneficial owners. We may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to the beneficial owners. Original solicitation of written consents by mail may be supplemented by telephone, facsimile, other approved electronic media or personal solicitation by our director, officer, or regular employees. These individuals will receive no additional compensation for such services.

This Consent Solicitation Statement contains forward-looking statements. These statements relate to future events. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As of ●,December 27, 2017, there were ●[116,634,698]117,872,458  shares of our common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.

In this Proposal, we are asking our stockholders to approve the amendment and restatement of our articles of incorporation to delete a limitation of liability of directors or officer clause.

Article 6 of our current articles of incorporation states as follows:

“The liability of the directors, officers or stockholders for damages for breach of fiduciary duty as a director or officer is hereby eliminated pursuant to NRS 78.037 except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or the payments of distributions in violation of NRS 78.300.”

Our board of directors believe that the deletion of Article 6 of our articles of incorporation is necessary for listing of our securities on a stock exchange in Canada. Our board of directors believes that investors in Canada have deep understanding of companies engaged in oil and gas production, development and exploration as a result of Canada’s resource-rich economy. Accordingly, our board of directors believes that listing on a stock exchange in Canada may help enhance visibility and profile of our company, increase access to a deeper pool of capital and a diverse investor base, acquire additional oil and gas companies through equity and attract market support and increase liquidity in shares of our common stock.

We have applied to list shares of our common stock on the TSX Venture Exchange in Canada. Listing on athe TSX Venture Exchange or other stock exchange in Canada will be subject to our fulfilling all the listing requirements of the stock exchange and there is no assurance that our securities will be listed on the stock exchange.

In this Proposal, we are asking our stockholders to approve the amendment and restatement of our articles of incorporation to eliminate preemptive rights. Preemptive rights are the rights of existing stockholders, subject to various exceptions, to acquire proportional amounts of a company’s unissued shares upon the decision of our board of directors to issue them. The effect of approving this amendment to our articles of incorporation would be to make it clear that none of our stockholders have preemptive rights.

Article 4 of our current articles of incorporation states as follows:

“…Stockholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the Board of Directors to provide a fair and reasonable opportunity to exercise the right to acquire proportional amounts of the corporation’s unissued shares upon the decision of the Board of Directors to issue them limited by the provisions of NRS 78.267…”

Our board of directors believes that the removal of the preemptive rights currently set forth in Article 4 of our articles of incorporation will provide us with greater flexibility in attracting investors and lenders and facilitate capital-raising, which will be required in order to execute our business objectives. The preemptive rights currently set forth in Article 4 of our articles of incorporation could potentially delay or prevent any such capital-raise. We have no intentions, plans, proposals or arrangements, written or otherwise, at this time, to conduct such capital-raise.

In addition, our board of directors believe that the removal of the preemptive rights currently set forth in of Article 4 of our articles of incorporation is necessary for listing of our securities on a stock exchange in Canada.Canada, discussed under Proposal 1 above. Listing on a stock exchange in Canada will be subject to our fulfilling all the listing requirements of the stock exchange and there is no assurance that our securities will be listed on the stock exchange.

In this Proposal, we are asking our stockholders to approve an amendment and restatement of our articles of incorporation to remove certain redundant provisions. The amendment and restatement includes the removal of the name and address of the first resident agent for the service of process and the removal of the first member of our board of directors. We do not believe that these are substantive changes.

On ●,December 27, 2017, our board of directors adopted resolutions setting forth the amendment and restatement of our articles of incorporation described in Proposals 1 to ●3.

If the Proposals are approved by our stockholders, we have to file our amended and restated articles of incorporation along with a certificate to accompany our amended and restated articles of incorporation with the Nevada Secretary of State to effect the amendment and restatement of our articles of incorporation. If we obtain stockholder approval of the Proposals, we intend to file our amended and restated articles of incorporation and the related certificate as soon as practicable.

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The full text of our proposed amended and restated articles of incorporation is attached to this consent solicitation statement as Schedule “A”. The text of our amended and restated articles of incorporation is subject to revision for such changes as may be required by the Nevada Secretary of State and other changes consistent with the Proposals that we may deem necessary or appropriate.

Our board of directors reserves the right, notwithstanding stockholder approval of Proposal 1, 2 and 3 and without further action by our stockholders, not to proceed with the amendment and restatement of our articles of incorporation at any time before the effective date of the amendment and restatement of our articles of incorporation.

No person who has been a director or executive officer of our company at any time since the beginning of our fiscal year ended February 28, 2017 and no associate of any of the foregoing persons has any substantial interest, direct or indirect, by security holding or otherwise, in any matter to be acted upon.

The deadline for submitting stockholder proposals for inclusion in our proxy statement and form of proxy for the next annual meeting of stockholders is a reasonable time before we begin to print and send our proxy materials. Proposals received after such time will be considered untimely. In addition, the acceptance of such proposals is subject to the Securities and Exchange Commission guidelines.

The Securities and Exchange Commission permits companies and intermediaries such as brokers to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding”, potentially provides extra conveniences for stockholders and cost savings for companies.

Although we do not intend to household for our stockholders of record, some brokers household our proxy materials, delivering a single set of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate set of proxy materials, or if you are receiving multiple sets of proxy materials and wish to receive only one from your broker, please notify your broker.

We are subject to the information and reporting requirements of the Securities Exchange Act of 1934 and in accordance with that act, we file periodic reports, documents and other information with the Securities and Exchange Commission relating to our business, financial statements and other matters. These reports and other information may be inspected and are available for copying at the offices of the Securities and Exchange Commission, 100 F. Street NE, Washington, DC 20549 or may be accessed at www.sec.gov.