SECOND AMENDMENT TO ASSIGNMENT
THIS SECOND AMENDMENT TO ASSIGNMENT (the "Second Amendment") is made and
entered into effective as of the 31st day of August 2012 by and between Keith D.
Spickelmier ("Spickelmier") and Discovery Energy Corp., a Nevada corporation
f/n/a "Santos Resource Corp." ("Discovery").
Recitals
WHEREAS, Spickelmier executed and delivered to Discovery an assignment (the
"Assignment"), whereby Spickelmier assigned to Discovery all of Spickelmier's
rights under a legal document (as amended and restated on December 1, 2011, the
"Liberty Agreement") with Liberty Petroleum Corporation ("Liberty") whereby
Liberty granted to Spickelmier an exclusive right to negotiate an option to
acquire exploration and drilling rights related to the PEL 512 prospect
involving 584,651 gross acres in the "heart" of the Cooper Basin oil fairway in
South Australia (the "Prospect"); and
WHEREAS, the Assignment was first amended effective in April 18, 2012 by an
instrument entitled "FIRST AMENDMENT TO ASSIGNMENT" (for purposes of the
remainder of this Second Amendment, the term "Assignment" shall mean the
Assignment as heretofore amended by said First Amendment); and
WHEREAS, one of the items of consideration that Spickelmier is to receive
pursuant to the Assignment is a convertible non-interest bearing promissory note
with a principal amount of $55,000, payable in full one year after the issuance
thereof, such principal to be convertible into 55.0 million shares ("Shares") of
Discovery's common stock (at $0.001 per Share) at any time after Discovery has
increased its authorized capital to at least 125.0 million Shares or has
undertaken a reverse stock split in which at least two or more Shares are
combined into one Share (the "Note"); and
WHEREAS, the Note arrangement was undertaken because (at the time of the
Assignment) Discovery did not have sufficient authorized but unissued Shares to
issue 55.0 million Shares outright; and
WHEREAS, since the time of the Assignment, Discovery has increased the
number of its authorized but unissued Shares so that it now has sufficient
authorized but unissued Shares to issue 55.0 million Shares outright, thereby
rendering the Note arrangement moot; and
WHEREAS, each of Discovery and Spickelmier desires to simplify the
consideration structure originally provided by the Assignment, to extend a
certain date in the Assignment, and to amend the Assignment upon the terms,
provisions and conditions set forth hereinafter;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements to
amend the Assignment, Spickelmier and Discovery agree as follows (all undefined,
capitalized terms used herein shall have the meanings assigned to such terms in
the Assignment):
1. Amendments to the Assignment.
(a) The Assignment be and hereby is amended in all respects to take
into account Discovery's new corporate name, and every reference in the
Assignment to "Santos" shall be taken to be a reference to "Discovery."
(b) Section 1.3(d) of the Assignment be and hereby is amended to read
in its entirety as follows:
"(d) 55.0 million Shares to be issued to Spickelmier upon
notice from the Minister that the Minister has issued in the
name of Discovery (or one of its affiliates) exploration and
drilling rights for the Prospect."
(c) Section 1.5 of the Assignment be and hereby is amended to read in
its entirety as follows:
"1.5 Failure to Issue License. If the Minister confirms in
writing that it will not issue exploration and drilling rights
for the Prospect in the name of Discovery, or has failed to
issue exploration and drilling rights for the Prospect in the
name of Discovery prior to November 30, 2012, whichever occurs
first, then this Assignment shall terminate, Spickelmier shall
return immediately to Discovery the 20.0 million Shares
described in section 1.3(c) above, and Discovery shall have no
further obligations under this Assignment or the Liberty
Agreement."
2. Miscellaneous. Except as otherwise expressly provided herein, the
Assignment is not amended, modified or affected by this Second Amendment.
Except as expressly set forth herein, all of the terms, conditions, covenants,
representations, warranties and all other provisions of the Assignment are
herein ratified and confirmed and shall remain in full force and effect. On and
after the date on which this Second Amendment becomes effective, the terms,
"Assignment," "hereof," "herein," "hereunder" and terms of like import, when
used herein or in the Assignment shall, except where the context otherwise
requires, refer to the Assignment, as amended by this Second Amendment. This
Second Amendment may be executed into one or more counterparts, and it shall not
be necessary that the signatures of all parties hereto be contained on any one
counterpart hereof; each counterpart shall be deemed an original, but all of
which together shall constitute one and the same instrument.
[SIGNATURES TO FOLLOW]
IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of the
first day written above.
"SPICKELMIER" "DISCOVERY"
DISCOVERY ENERGY CORP.,
a Nevada corporation
_________________________________
Keith D. Spickelmier
By:_____________________________
Name:___________________________
Title:____________________________