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
eventreported): August 26, 2013
DISCOVERY ENERGY CORP. f/k/a “Santos Resource Corp.” |
| (Exact name of registrant as specified in its Charter) |
| |
| Nevada | 000-53520 | 98-0507846 |
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| |
One Riverway Drive, Suite 1700 Houston, Texas 77056 713-840-6495 |
| (Address and telephone number of principal executive offices, including zip code) |
| |
| ________________________ |
| (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 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))
Item 1.01 Entry into a Material Definitive Agreement.
On October 26, 2013, Discovery Energy Corp. (the “Company”) executed in favor of Liberty Petroleum Corporation ("Liberty") two promissory notes with an aggregate original principal amount of $650,000, one in the original principal amount of $500,000 originally becoming due on April 26, 2013 (the “Six-Month Note”), and the other in the original principal amount of $150,000 originally becoming due on July 26, 2013 (the “Nine-Month Note”). (The Six-Month Note and the Nine-Month Note are referred to hereinafter collectively as the “Notes.”) The Notes were executed in connection with the formal grant of Petroleum Exploration License (PEL) 512 in the State of South Australia (the “License”), in consideration of Liberty’s agreements to allow the Company to be issued the License instead of Liberty. The Company and Liberty amended the Six-Month Note several times so that (a) (through two partial payments) the outstanding principal on the Six-Month Note was reduced to $375,000, and (b) the remaining outstanding principal on and the accrued interest on the Six-Month Note would become due and payable on August 26, 2013. Moreover, the Company and Liberty amended the Nine-Month Note so that the remaining outstanding principal on and the accrued interest on the Nine-Month Note would also become due and payable on August 26, 2013.
Effective August 26, 2013, the Company and Liberty agreed to amend each of the Notes so that the remaining outstanding principal on and accrued interest on each of the Notes will become due and payable on September 26, 2013. Copies of the amendments to the Notes are being filed as Exhibit 10.01 and as Exhibit 10.02 hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Report is also incorporated by reference into this Item 2.03 of this Report to the extent necessary.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. |
| | |
| Exhibit | |
| Number | Exhibit Title |
| | |
| 10.1 | Fifth Amendment to Promissory Note (Six-Month) dated August 26, 2013 by and between the Company and Liberty |
| 10.2 | Second Amendment to Promissory Note (Nine-Month) dated August 26, 2013 by and between the Company and Liberty |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Discovery Energy Corp., |
| | f/k/a “Santos Resource Corp.” |
| | (Registrant) |
| | | |
| Date: August 30, 2013 | By: | /s/ Keith J. McKenzie |
| | | Keith J. McKenzie, |
| | | Chief Executive Officer |
