DEED
(PURSUANT TO SECTION 31 OF THE NATIVE TITLE ACT 1993)
_________________________________________________________

Date                                                  June 2012

Parties

1     HONOURABLE TOM KOUTSANTONIS MINISTER FOR MINERAL RESOURCES AND ENERGY of
Level 8, Terrace Towers 178 North Terrace  Adelaide South Australia 5000 for and
on behalf of the State of South Australia, (the "STATE")

2     DISCOVERY  ENERGY SA LTD ACN 158 204 052 the registered office of which is
Level  8,  350  Collins  Street  Melbourne  Victoria  3000  (the  "COMPANY")

3     EDWARD  LANDER,  RHONDA GEPP-KENNEDY, NAME WITHHELD FOR CULTURAL REASONS,,
SYLVIA  STUART,  IRENE  KEMP  AND DAVID MUNGERANNIE, for and behalf of the Dieri
Native  Title  Holders  c/o  Camatta  Lempens,  Level 1, 345 King William Street
Adelaide  South  Australia  5000  (the  "NATIVE  TITLE  HOLDERS")

4     DIERI ABORIGINAL CORPORATION c/o PO Box 607, Port Augusta  South Australia
(the"ASSOCIATION")
<PAGE>
Recitals


WHEREAS:

A.     The  Company  is  the  applicant  for  the grant of Petroleum Exploration
Licence/s  under  the  Petroleum Act in respect of Petroleum Exploration Licence
Application  number  512  ("the  PELA/S")  in  respect of the areas described in
Schedule  1  and seeks the issue of the Licence/s pursuant to the Petroleum Act;

B.     If grant of the Licence/s affects native title it will be a future act as
defined  in  the  Native  Title  Act;

C.     The  State has caused a Notice to be published pursuant to Subdivision P,
Division  3  of Part 2 of the Native Title Act ("RIGHT TO NEGOTIATE PROVISIONS")
on  16  December  2009  advising  of the State's intention to grant Licence/s in
respect  of  the  PELA/S  pursuant  to  the  Petroleum  Act;

D.     The  Native  Title  Holders hold native title over land and waters within
the  Licence  Area  as  determined  in the Federal Court of Australia in Federal
Court  file  number  SAD 6017 of 1998 by consent of the parties thereto on 1 May
2012;

E.     The  members  of  the  Association applied for and have been incorporated
under  the Aboriginal Councils Associations Act 1976 (Commonwealth) as the Dieri
Aboriginal  Corporation;

F.     The  area  of the Native Title Determination relates to or affects all or
some  portion  of the PELA/S as more particularly identified on the map attached
as  Schedule  1;

G.     The  parties  have  negotiated  in  good  faith  under Right to Negotiate
Provisions  in  relation  to  the  State's  intention  to  grant  the Licence/s;

H.     The  issuing  of  the  Licence/s  is  subject  to  the non-extinguishment
principle,  as  defined  in  section  238  of  the  Native  Title  Act;

I.     If  the  Licence/s  are  issued  to  the  Company  in accordance with the
Petroleum  Act  it  is  the  intention  of  the  parties  that  the grant of the
Licence/s,  and  any work done pursuant to them, affects any native title rights
and  interests  held  by the Native Title Holders, if at all, only to the extent
necessary for the grant of the Licence/s and carrying out work pursuant to them,
and  it  is the further intention of the parties that in any event, the grant of
the  Licence/s  and  activities  under  them  will not extinguish or permanently
affect  such  rights  and  interests;  and

J.     Following  negotiations  in  good  faith  between the parties, the Native
Title  Holders  have  agreed to the grant of the Licence/s to the Company on the
terms  set  out  in  this  Deed.



<PAGE>
NOW  IT  IS  AGREED  as  follows.


1.     INTERPRETATION
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1.1     In  this  Deed,  and in the Recitals, Schedules and the Annexures to the
Schedules,  unless  the  contrary  intention  appears:

(a)     A  reference  to  any  legislation or legislative provision includes any
statutory  modification or re-enactment of, or legislative provision substituted
for,  and  any  subordinate  legislation  issued  under,  that  legislation  or
legislative  provision;

(b)     The  singular  includes  the  plural  and  vice versa and reference to a
gender  includes  each  other  gender;

(c)     A  reference  to  an  individual  or  person  includes  a  corporation,
partnership,  joint  venture, association, authority, trust, state or government
and  vice  versa;

(d)     A  reference to a recital, clause, schedule or annexure is to a recital,
clause  schedule  or  annexure  of  or  to  this  Deed;

(e)     Recitals, Schedules and the Annexures to the Schedules form part of this
Deed;

(f)     A  reference  to  any  agreement  or  document  is  to that agreement or
document  as  amended,  novated,  supplemented  or  replaced  from time to time;

(g)     A  reference  to any party to this Deed includes that party's executors,
administrators,  substitutes,  successors  and  permitted  assigns;

(h)     Where  an  expression  is defined, another part of speech or grammatical
form  of  that  expression  has  a  corresponding  meaning;

(i)     "Business  Day"  means:

(1)     for  receiving  a  notice under clause 15, a day that is not a Saturday,
Sunday,  public  holiday  or bank holiday in the place where the notice is sent;
and

(2)     for  all  other  purposes,  a  day  that is not a Saturday, Sunday, bank
holiday  or  public  holiday  in  South  Australia,  Australia;

(j)     An  agreement, representation or warranty on the part of or in favour of
two  or  more  persons binds or is for the benefit of them jointly and severally
unless  otherwise  stated  herein;

(k)     A  reference  to  anything is a reference to the whole or any part of it
and a reference to a group of persons is a reference to any one or more of them;
<PAGE>
(l)     A  reference  to  any  right,  permit,  authority,  licence, or interest
granted  pursuant  to  the  Petroleum  Act  includes any further or other right,
permit,  authority,  licence  or  other  interest  derived  from  any of them or
otherwise  granted or issued under the Petroleum Act and any variation, renewal,
extension  and  substitution  of  any  of  them  or  any  part  of  any of them;

(m)     The  meaning  of  general  words  followed by specific words will not be
limited  by  reference  to  the  specific  words;

(n)     Monetary  references  are  references  to  Australian  currency;

(o)     A  provision  must  not  be  construed against a party only because that
party  prepared  it;

(p)     If any Court or other competent authority declares, or if any statute or
regulation  renders,  any part of this Deed ineffective, void, voidable, illegal
or  unenforceable  or  if  by  reason  of  a  declaration  by any Court or other
competent  authority  or  any statute or regulation this Deed would, if any part
hereof  were  not  omitted therefrom, be ineffective, void, voidable, illegal or
unenforceable  then:

(1)     that  part  shall,  without  in  any  way  affecting  the effectiveness,
validity, legality or enforceability of the remainder of this Deed, be severable
therefrom,  and  this  Deed  shall be read and construed and take effect for all
purposes  as  if  that  part  were  not  contained  herein;

(2)     the  parties  shall attempt to renegotiate, in good faith, that part and
seek to achieve a result as near as reasonably practicable as is consistent with
the  severed component (and in particular to ensure the validity of an agreement
of  the  kind  contemplated  by section 31(1)(b) of the Native Title Act for the
purpose  of  the  valid  grant  of  a  Licence);  and

(3)     PROVIDED that in the event the offending provisions are the inclusion of
the Association as a party to this Deed and the consequential provisions of that
inclusion  then the agreements, representations and warranties therein contained
shall  be  attributed  to,  and  be taken to have always been attributed to, the
Native  Title  Holders;  and

(q)     Any  term  or  expression  used  herein  which  is defined in either the
Petroleum  Act  or  the  Native  Title  Act  has  the  same  meaning  as in that
legislation.

1.2     In  this  Deed,  headings  are  for  convenience of reference and do not
affect  the  interpretation  of  this  Deed.

<PAGE>
2.     DEFINITIONS
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2.1     In  this Deed and in the Recitals and the Schedules and the Annexures to
the  Schedules  unless  the  context  otherwise  requires:

"APPLICABLE  LAW" means every law and regulation (whether of the Commonwealth or
of the State) from time to time in operation in the State which is applicable to
a  party  including  any  such  laws  relating  to  native  title,  mining,  the
environment,  or  Aboriginal  heritage;

"ASSOCIATED  ACTIVITIES  LICENCE"  means  a licence authorising anything that is
reasonably  necessary for, or incidental to, carrying on Regulated Activities in
the  area  of  the  PEL,  PRL  or  PPL;

"ASSOCIATION"  means  the  Body Corporate representing the Native Title Holders;

"BODY  CORPORATE"  means  an Aboriginal Corporation incorporated pursuant to the
Aboriginal  Councils  and  Associations  Act  1976  (Cth)  or  the  Corporations
(Aboriginal  and  Torres  Strait  Islander)  Act 2006 (Cth) or a Prescribed Body
Corporate  for  the  purposes of section 57(2) of the Native Title Act and which
comprises  the  Native  Title  Holders;

"COMMENCEMENT DAY" means the date of this Deed or another date agreed in writing
by  the  parties;

"COMPANY"  means the party to this Deed so described, being the applicant for or
assignee  of  the  Licence/s;

"DEED" means this deed and includes the Recitals, Schedules and Annexures to the
Schedules;

"DETERMINED  LAND"  means  the  area  of  land and any waters the subject of the
Native  Title  Determination  as  amended  from  time  to  time;

"ESSENTIAL  TERM" means those terms in clauses 7.1, 8.1, 8.2, 8.3, 17.3, of this
Deed  and  in  clauses  7,  8.7, 88, 9.6, 13, 15.1, 15.3 and 15.4 of Schedule 4;

"LICENCE" means any licence able to be issued under the Petroleum Act as amended
from  time  to  time;

"LICENCE  APPLICATION"  means  the application for a Licence under the Petroleum
Act  including the exploration licence application further described in Schedule
1;

"LICENCE AREA" means that part of the land and any waters comprising part of the
Determined  Land  and the subject of a Licence Application and subsequent to the
grant  of  the  Licence/s  the  area for the time being the subject of a Licence
PROVIDED that, where at any time part of such area ceases to be the subject of a
Licence,  that  area  thereupon  ceases  to  form  a  part  of the Licence Area;
<PAGE>
"MAXIMUM  ADMINISTRATION  FEE" means the maximum administration fee specified in
clause  7.5;

"MINISTER" means the Minister responsible for the grant of a Licence pursuant to
the  Petroleum  Act;

"NATIVE  TITLE  ACT"  means  the  Native  Title  Act  1993  (Commonwealth);

"NATIVE TITLE DETERMINATION" means the Determination of Native Title made in the
Federal  Court  of  Australia  in  Federal Court file number SAD 6017 of 1998 by
consent  of  the  parties  thereto  on  1  May  2012;

"NATIVE  TITLE  HOLDERS"  has  the  same  meaning  as  in  the Native Title Act;

"NEGOTIATION  PARTIES" means the State, the Native Title Holders and the Company
in  accordance  with  section  30A  of  the  Native  Title  Act;

"OTHER  CLAIMANT  LAND"  means  land,  which at the time of date of this Deed is
subject  to  a  registered Native Title claim or Native Title Determination by a
party  other  than the Native Title Holders and which land affects the Licence/s
or  any part of them and "OTHER CLAIMANT" means the relevant holder or applicant
in  respect  of  the  Other  Claimant  Land;

"PEL/S"  means  the  proposed  petroleum  exploration  licence/s as described in
Schedule  1 applied for by the Company pursuant to the Petroleum Act as renewed,
extended,  substituted  or  varied  from  time  to  time;

"PETROLEUM  ACT"  means  the  Petroleum  and  Geothermal  Energy  Act 2000 (SA);

"PPL"  means  a  petroleum  production licence granted pursuant to the Petroleum
Act;

"PRELIMINARY  SURVEY  LICENCE"  means  a  licence issued under the Petroleum Act
authorising  the  licensee  to  carry out a survey, environmental evaluation, or
other form of assessment preparatory to the carrying out of Regulated Activities
in  the  Licence  Area;

"PRL" means a petroleum retention licence granted pursuant to the Petroleum Act;

"PROJECT"  means  all  operations  proposed  or  which  may be undertaken by the
Company or its contractors relating or incidental to the activities conducted or
authorised  under the Licence/s including (where the context requires) any PPL/s
emanating  from  the  PEL/s  granted  in  terms  of this Deed and any Subsequent
licence/s  so  authorised;

"REGISTERED  NATIVE TITLE CLAIMANTS" has the same meaning as in the Native Title
Act;

"REGULATED  ACTIVITY"  has  the  same  meaning  as  in  the  Petroleum  Act; and
<PAGE>
"SUBSEQUENT  LICENCE"  means  the  grant  within  the  Licence  Area  of  any:
(a)     PPL  (that  is  not  already  authorised  under  this  Deed);
(b)     Associated Activities Licence;
(c)     PRL;
(d)     Easement for pipeline purposes;
(e)     Preliminary Survey Licence;
(f)     Speculative Survey Licence; or
(g)     other  authority  able  to  be lawfully granted to the Company where the
Company is the holder of a PEL or PPL authorised by this Deed at the time of the
Licence Application, but excludes any authority authorising the geosequestration
of  carbon  dioxide  outside  of  normal  petroleum operations or any activities
associated  with  Geothermal  energy.

3.     COMMENCEMENT  AND  TERM
--------------------------------------------------------------------------------
3.1     This  Deed  commences  on  the  Commencement  Day.

3.2     Subject  to  any  provision of this Deed to the contrary, this Deed will
terminate  on  the  completion  of  the  Project.

3.3     This  Deed shall not terminate in the event of a breach, but the parties
may  avail  themselves  of  all  other  remedies  available  at  law.

4.     AUTHORITY  TO  ENTER  INTO  DEED
--------------------------------------------------------------------------------
4.1     The  Native  Title  Holders  represent  and  warrant  that:

(a)     they  have obtained all necessary authorisations required to be obtained
by  them  to  enter  into  this  Deed;  and

(b)     this  Deed  is  valid and binding and enforceable in accordance with its
terms  against  them and all those persons on whose behalf Native Title is held.

4.2     The  Negotiation  Parties having negotiated in good faith agree, for the
better  management  of interaction between them hereafter and for the purpose of
more  efficiently  managing certain administrative functions under this Deed for
the benefit of the Native Title Holders as are more specifically set out in this
Deed,  to  include  the  Association  as  a  party  to  this  Deed.

4.3     The  Association  represents  and  warrants  that:

(a)     all  necessary  actions  have  been  taken  in  accordance  with  its
constitution  and  by-laws  to  enter  into  this  Deed;  and

(b)     this Deed is valid, binding and enforceable in accordance with its terms
against  it.
<PAGE>
5.     THE  LICENCE/S
--------------------------------------------------------------------------------

5.1     The  Native  Title  Holders  and  the  Association:

(a)     agree  to the grant of Licence/s by the Minister to the Company pursuant
to  the  Petroleum Act and to the Company exercising its rights and entitlements
and  discharging  its  obligations  under  the  Licence/s in accordance with and
subject  to  any  conditions  imposed  by:
(1)     the  Petroleum  Act;
(2)     any Applicable Law; and
(3)     this Deed;

(b)     covenants  not  to lodge or make any objection to any grant of Licence/s
to  the  Company  in  respect  to the Licence Area pursuant to the Petroleum Act
unless  the  Company  is  and  remains  in  breach  of  an  Essential  Term;

5.2     The  Negotiation  Parties  acknowledge  that:

(a)     the  non-extinguishment  principle,  as  defined  in  section 238 of the
Native  Title  Act,  applies  to  the grant of any Licence, and to any work done
pursuant  to  any  Licence;

(b)     the  grant  of a Licence and any work done pursuant to a Licence affects
any  native  title  rights and interests held by the Native Title Holders, if at
all,  only to the extent necessary for the grant of the Licence and carrying out
work  pursuant  to  the  Licence;  and

(c)     this  Deed  is  evidence  of  an  agreement  obtained for the purpose of
section  31(1)(b)  of  the  Native  Title  Act.

5.3     The  Company  covenants  with the other Negotiation Parties that it will
carry  out  petroleum  activities  under  any  Licence  on  the  Licence Area in
accordance  with:

(a)     the  Petroleum  Act;
(b)     all Applicable Law;
(c)     the provisions of this Deed; and
(d)     good petroleum industry practice.

6.     NATIVE  TITLE  ACT
--------------------------------------------------------------------------------

6.1     Each  of  the  Negotiation  Parties  acknowledges  that  all Negotiation
Parties  have  negotiated  in good faith for the purposes of section 31(1)(b) of
the  Native  Title  Act.

6.2     The  State  is  authorised  to  provide  a  copy  of  this  Deed  to:

(a)     the National Native Title Tribunal in accordance with section 41A of the
Native  Title  Act in order to satisfy section 28(1)(f) of the Native Title Act;

(b)     the  Minister  in accordance with and to satisfy sections 112 and 115 of
the  Petroleum Act and for inclusion on the public register established pursuant
to  section  115  of  the  Petroleum  Act;  and

(c)     the  South  Australian  Parliament.
<PAGE>
7.     ADMINISTRATION  PAYMENT
--------------------------------------------------------------------------------

7.1     For  better  facilitating  the  administration of this Deed, the Company
will  pay  to the Association the following administration payments on the terms
set  out  in  this  clause  7.

7.2     Where the Company holds a PEL that is renewable for one (1) further term
only,  the  annual  administration  fee  payable  for  each  PEL  will  be:

(a)     twelve  percent (12%) of the Maximum Administration Fee for each year of
the  first  five  (5)  year  term;  and
(b)     and eight percent (8%) of the Maximum Administration Fee for each year
of the second five (5) year term.

7.3     Where  the  Company  holds  a  PEL that is renewable for two (2) further
terms  the  annual  administration  fee  payable  for  each  PEL  will  be:

(a)     twelve  percent (12%) of the Maximum Administration Fee for each year of
the  first  five  (5)  year  term;  and

(b)     four percent (4%) of the Maximum Administration Fee for each year of the
second  and  third  five  (5)  year  terms.

7.4     If  a  PEL  is  suspended  pursuant  to section 90 of the Petroleum Act:

(a)     the State will give notice of the suspension to the Native Title Holders
by  providing them with a duplicate copy of the notice of suspension at the same
time  such  notice  is  provided  to  the  Company;  and

(b)     the anniversary date on which the annual payment would normally fall due
will  be  extended  by  the  term  of  the  suspension.

7.5     The  Maximum  Administration  Fee  per PEL will be one hundred and fifty
thousand  dollars  ($150,000).

7.6     The  payments  referred  to  in  clauses  7.2  and 7.3 shall be adjusted
annually  in  accordance with any increase in the CPI (all groups) for Adelaide,
South  Australia  occurring in the twelve month period immediately prior to such
payment  falling  due.

7.7     The  first  payment  shall be made within seven (7) days of receipt of a
tax  invoice  from  the Association upon the grant of the PEL(s) to the Company.

7.8     Subject  to  clause  7.4,  thereafter  each annual payment shall be made
within  seven  (7)  days  following  the anniversary of the date of grant of the
PEL(s).

7.9     Where  a Licence Area is not entirely located within the Determined Land
each  amount  payable  under  this  clause  shall be calculated rateably in like
proportion  as the Determined Land within the boundary of the Licence Area bears
to  the  whole  of  the  Licence  Area.
<PAGE>
7.10     Should  the  proportion  which the Determined Land bears to the Licence
Area  change  between  the  anniversary  dates  of  the  PEL, the amount payable
according to this clause will be adjusted and paid, refunded or credited (as the
case  requires) within seven (7) days following the next anniversary of the date
of  grant  of  the  PEL(s).

7.11     Upon  the  expiry, surrender or relinquishment of the PEL(s) within the
Determined  Land,  the  Company's  obligation  in  respect of the payment of the
Administration  Fee  pursuant  to  this clause 7 shall cease in relation to that
PEL.

8.     PRODUCTION  PAYMENT
--------------------------------------------------------------------------------
8.1     The  Company  agrees:

(a)     to  pay  from  time  to  time  to  the  Native  Title Holders in further
consideration  for  the Native Title Holders entering into this Deed the amounts
calculated from time to time in accordance with the terms set out in Schedule 3;
and

(b)     the  payments  the  subject  of this clause 8.1 shall be effected by the
Company  paying  those  amounts  to  the  State and the State shall accept those
payments  for the purposes set out in the following paragraphs of this clause 8.

8.2     The  Native  Title Holders hereby request and direct the State to pay to
the  Association  the  Native Title Holders' share of the monies received by the
State  from the Company in accordance with clause 8.1 and the State agrees so to
do.

8.3     Each  payment  by  the  State  shall  be  made:

(a)     for  and  on  behalf  of  the  Company;

(b)     within  a  reasonable  time of receipt of the relevant monies in cleared
funds;  and

(c)     in  full satisfaction and discharge of each respective obligation of the
Company  arising  under  clause  8.1.

8.4     Each  amount  payable  by  the  Company  under  this  provision  will be
calculated  and  paid  in  accordance  with  this  provision unless and until an
alternative  payment  scheme  is agreed pursuant to clause 8.5 of this clause 8.
<PAGE>
8.5     In the event the method of calculation contained in the Petroleum Act as
at  the  date  hereof  is  fundamentally  changed  so  as to occasion a material
disadvantage  to the State in the State's administration of clauses 8.2, 8.3 and
8.4,  the  Minister  may  give  six (6) calendar months notice in writing to the
other  parties of the Minister's desire to re-negotiate the method of collection
and  distribution  of monies in terms of this clause 8 in which case the parties
must  promptly  negotiate  in good faith in an endeavour to agree an alternative
payment  scheme  acceptable  to  all  the  parties.

8.6     The  receipt by the Association of a payment due under this clause shall
be  a  full  and sufficient discharge to the Minister and to the Company for any
payments  made  to  the  Native  Title  Holders  pursuant  to  clause  8.

8.7     Nothing  in  this  clause  is  intended to impose on the State a duty to
invest  any  monies  collected by the State for distribution to the Association.

8.8     The Native Title Holders and the Association agree that the compensation
entitlement  comprising  the monies payable by the Company pursuant to this Deed
are  in full and final satisfaction of all liabilities, actions, determinations,
orders,  claims  or  demands for compensation, damages, restitution, benefits or
loss  whatsoever,  whether arising under any State or Commonwealth statute or at
common  law or equity or otherwise, which the Native Title Holders may now or in
the future have, or but for this Deed might have had, against the Company and/or
the  State and/or their respective employees, officers, agents or contractors in
connection  with any actual and/or potential extinguishment of, and/or effect or
impact  on, any native title or claimed native title of the Native Title Holders
in  consequence  of  or  arising  out of or in relation to the Licence/s and the
exercise  of  rights  or  the  discharge of obligations by the Company under the
Licence/s  ("COMPENSATION  ENTITLEMENTS").

8.9     The Native Title Holders and the Association release the Company and the
State  from,  and  acknowledge  that this Deed may be pleaded as an absolute bar
against,  all  such  Compensation  Entitlements, liabilities, actions, claims or
demands.

8.10     The  Native  Title  Holders  and  the  Association  will  not  make any
application or claim against the Company or the State or any other person in any
court,  tribunal, commission or any other competent body, including the National
Native  Title  Tribunal  for compensation, restitution, benefits, damages or any
other  amount  (whether  to  be  held  in  trust  under  the Native Title Act or
otherwise)  in  connection with any such Compensation Entitlements, liabilities,
actions,  claims  or  demands.

8.11     The  provisions  of  clause  8.9and 8.10do not apply in relation to any
compensation  claim  arising  by  reason  of  a  breach  of  this  Deed.
<PAGE>
9.     ABORIGINAL  HERITAGE  PROTECTION
--------------------------------------------------------------------------------

9.1     The  Company,  the  Native Title Holders and the Association must comply
with  the  terms  of  Schedule  4  which  provide:

(a)     certain  terms and conditions with which the Company has agreed to abide
by  in  the  course  of  carrying  out  the  Project  on  the  Licence Area; and

(b)     the  methodology  for  the  preservation  and  protection  of  Areas  of
Significance.

9.2     The  Company's  obligations  under Schedule 4 are not dependent upon the
Native  Title  Holders  establishing  native  title  over  the  Licence  Area or
obtaining  a  determination  of  native  title.

10.     STATE  NOT  LIABLE  FOR  SCHEDULE  4  PROVISIONS
--------------------------------------------------------------------------------

The  Company,  the  Native  Title  Holders  and the Association acknowledge that
neither the State nor its officers, employees, or agents have any obligations or
liability  whatsoever  in  connection  with  the  rights  and obligations of the
Company,  the  Association  or  the Native Title Holders pursuant to Schedule 4.

11.     DEED  NOT  CONDITION  OF  GRANT
--------------------------------------------------------------------------------

The  provisions  of  this Deed (other than the obligations of the Company and of
the  State  contained in clause 8) are not terms of the grant of a Licence under
the  Petroleum  Act.

12.     ENVIRONMENTAL  PROTECTION  AND  REHABILITATION


The Company will comply with the environmental protection procedures required by
all  Applicable Law or agreed protocols relevant to its activities in connection
with  the  Licence/s.


13.     ASSIGNMENT
--------------------------------------------------------------------------------

13.1     Subject  to  clause  13.2,  the  Company may at its absolute discretion
assign,  transfer  or  novate  the  whole or part of its interests in this Deed.

13.2     If the Company assigns, transfers the whole or part of an interest in a
Licence, the Company will procure that the party thereby acquiring that interest
in  the  Licence enters into a deed of assumption in substantially the same form
as  the  draft  deed  contained  in Schedule 5 of this Deed whereby the incoming
party  covenants  to  assume  the  obligations of the Company with regard to the
other parties, and to be bound by the terms and conditions of this Deed as if it
were  a  party  to  this  Deed  to the extent of the interest so acquired by the
incoming  party,  and  the  Company  will  be released to the same extent of the
interest  so  acquired  by  the  incoming  party.
<PAGE>
13.3     In  the event that a Body Corporate is incorporated in substitution for
the  Association  ("NEW BODY CORPORATE"), the Native Title Holders shall procure
that  the  New Body Corporate immediately upon its incorporation, execute a Deed
Poll,  in a form reasonably acceptable to the Company and the State, covenanting
to  be  bound  by and to assume the obligations of the Association as if the New
Body  Corporate  were  named  as  a  Party  to  this  Deed.

13.4     In the event that a Body Corporate other than the Association is
notified to the Federal Court of Australia as the Prescribed Body Corporate for
the purposes of section 57(2) of the Native Title Act then:

(a)     the Native Title Holders and the Association must use their respective
best endeavours to ensure that the Prescribed Body Corporate becomes a party to
this Deed in place of the Native Title Holders and the Association and assumes
the rights and obligations of the Native Title Holders and of the Association
under this Deed;

(b)     the parties (other than the Native Title Holders) to this Deed consent
to the Prescribed Body Corporate becoming a party to this Deed and assuming the
rights and obligations of the Native Title Holders and of the Association;

(c)     each  of  the  parties to this Deed must sign such documents and do such
things  as  are  necessary  to  give  effect  to  the provisions of this clause.


13.5     Nothing  in  this  Deed  obviates  any  statutory requirement for prior
approval  of  the  Minister in relation to any assignment, transfer or novation.

14.     NOTICES
--------------------------------------------------------------------------------

14.1     Subject  to  any  other  provision  of  this  Deed any notice, request,
consent,  proposal, or other communication must be in writing and signed (except
where  notice  by  email  is  used,  in  which  case  an  electronic  signoff is
acceptable)  by  the  person  giving  it  and  shall  be  addressed  as follows:

     The  Minister  for  Mineral  Resources  and  Energy
     c/-  The  Director,  Petroleum  &  Geothermal  Group
     Primary  Industry  and  Resources
     Level  7,  101  Grenfell  Street
     Adelaide  SA  5000
     Email  address:  Dmitre.petroleum@sa.gov.au
     Telephone  number:  +61  8  8463  3024
     Facsimile  number:   +61  8  8463  3202
The  State's  address:

     Discovery  Energy  SA  Ltd
     C/-Discovery  Energy  Corp.
     Suite 1700,
     One Riverway Drive
     Houston, Texas, 77056  USA
     Email address: mdd@discoveryenergy.com
     Telephone  number:  +1  713  594-9348
     Facsimile  number:   +1  713  622-1937
<PAGE>
     with  copy  to:
     Discovery  Energy  SA  Ltd
     Level  8,  350  Collins  Street
     Melbourne  VIC  3000
     Australia
Company's  address:

     c/-  Camatta  Lempens  Pty  Ltd  Solicitors,
     345  King  William  Street  Adelaide  SA  5000
     Email address: Skenny@camattalempens.com.au
     Telephone  number:  +61  8  8410  0211
     Facsimile  number:   +61  8  8410  0566
Dieri Registered Native Title Holders  address:

     PO Box 607
     Port Augusta
     South Australia  5700
     Email address:
     Telephone number: +61 8 8642 2638
     Facsimile:
The Association's address:

14.2      In the event that any party changes its address for notices that party
must  advise  the  other  parties  in  writing  within seven (7) days of its new
address,  and  from  that  time  all parties must address any notices to the new
address.

14.3     To facilitate the giving of notice, the Native Title Holders shall give
written  notice  within  7  days  of the change in particulars or address of the
Association  to  the  State  and  the  Company.

14.4     A  notice  sent by mail will be deemed received by the party to whom it
is  addressed  on  the  next  Business  Day  following  its  posting.  Notices
transmitted  by  facsimile or electronic mail are deemed delivered on the day of
transmission  subject  to  confirmation  of  complete  transmission.

15.     GOVERNING  LAW
--------------------------------------------------------------------------------

This  Deed  is  governed  by  the  laws  of  and  applying in the State of South
Australia and each party submits to the non-exclusive jurisdiction of the courts
of  the  Commonwealth of Australia and of the said State and courts competent to
hear  appeals  therefrom.  The parties agree that any appeals from the courts of
the  Commonwealth  of  Australia  will be filed in the South Australian District
Registry  of  the  Federal  Court  of  Australia.
<PAGE>
16.     COUNTERPARTS
--------------------------------------------------------------------------------

This  Deed  may  be  executed  in  any  number  of counterparts and all of those
counterparts  taken  together  constitute  one  and  the  same  instrument.

17.     SIGNING  FEE  AND  GENERAL
--------------------------------------------------------------------------------
17.1     Each party agrees, at its own expense, on the request of another party,
to  do  everything  reasonably  necessary  to  give  effect to this Deed and the
matters  contemplated  by  it.

17.2     The  Company  will  contribute  to the Native Title Holders' reasonable
legal  and  other  costs  and  expenses  in  connection with the preparation and
completion  of this Deed. The State and the Company will pay their own legal and
other  costs  and  expenses in connection with the preparation and completion of
this  Deed,  except  for Stamp Duty (if any) which will be borne and paid by the
State.

17.3     Subject  to  clause  17.4, in consideration of the Native Title Holders
entering  into  this Deed and as a special non-recurrent payment (which includes
consideration  for  the  grant of any Subsequent licence), the Company agrees to
pay  the  sum of seventy five thousand dollars ($75,000)  to the Association for
each  PEL  within  7  Business  Days  after  the  Commencement  Day.

17.4     Where a Licence Area is not entirely located within the Determined Area
the  amount  payable  under  clause  18.3  shall  be calculated rateably in like
proportion  as the Determined Area within the boundary of the Licence Area bears
to  the  whole  of  the  Licence  Area.

17.5     Where  the  payment  to  be  made  by the Company pursuant to this Deed
("PAYMENT")  constitutes  consideration for a taxable supply by the Association:

(a)     the  amount  of the Payment shall be increased by, and the Company shall
pay, an additional amount calculated by multiplying the amount of the Payment by
the  Prevailing  GST  Rate  which  is  currently  10%;  and

(b)     the  additional  amount  must  be  paid at the same time and in the same
manner  as  the  Payment  to  which  it  relates

     PROVIDED  THAT  the additional amount need not be paid unless and until the
Native  Title  Holders have given the Company a tax invoice sufficient to enable
the Company to claim any input tax credit to which it may be entitled in respect
of  the  taxable  supply.
<PAGE>
17.6     If  an  adjustment  event  has  occurred  in  respect  of a supply made
pursuant to or in connection with this Deed, the party that becomes aware of the
adjustment  event  agrees  to  notify  the  other party on becoming aware of the
adjustment  event,  and  the  relevant  parties agree to take whatever steps are
necessary  and  make whatever adjustments are required to ensure that any GST or
additional GST on that supply or any refund on any GST (or part thereof) is paid
as  soon  as  is  practicable  but  no  later than 21 days after the Association
becomes  aware  that  the  adjustment  event  has  occurred.

17.7     The  Association  will  forward  to  the  Company an adjustment note in
respect  of  a  supply  that is subject to an adjustment event covered by clause
17.6.  Such  adjustment  note  will  be issued and sent no later than twenty-one
(21)  days  after  the  Association  becomes aware that the adjustment event has
occurred  or  refunds  any  GST  (or  part  thereof)  in respect of that supply.

17.8     Any  disputes  between  the  parties  in  relation  to the operation or
interpretation  of  this clause shall be dealt with in accordance with clause 24
of  Schedule  4.

17.9     The  parties agree to make any changes that are required to this clause
to reflect any amendments made to the GST Act or a related Act or changes in the
interpretation  of  any  of  those  Acts  by  the  courts or the Commissioner of
Taxation.

17.10     In  this  clause  17:

(a)     the expression "Prevailing GST Rate" in relation to a particular taxable
supply  means  the  rate  (expressed  as a percentage of GST exclusive price) at
which  GST  is  imposed  on  that  taxable  supply;  and

(b)     a word which is defined in the A New Tax System (Goods and Services Tax)
Act  1999  (Commonwealth)  has  the  same  meaning  in  this  clause.

17.11     No  modification,  variation or amendment of this Deed shall be of any
force  unless in writing and executed by each party. No waiver by a party of any
of  the  provisions of this Deed shall be binding unless made in writing and any
such  waiver  shall relate only to the specific matter, non-compliance or breach
in  respect  of which it is given and shall not apply to any subsequent or other
matter,  non-compliance  or  breach.

17.12     This  Deed  shall  be  binding  upon  and  inure to the benefit of the
parties  and  their  respective  successors  and  permitted  assigns.

17.13     The  Association may appoint an agent to carry out its functions under
this  Deed.  At  the  request  of  any other party, the Association will provide
details  in  writing  of  the  agent  and  the  scope  of  his  authority.
<PAGE>
EXECUTED  by  the  parties  as  a  Deed.

THE COMMON SEAL of the MINISTER )
FOR  MINERAL  RESOURCES AND     )
ENERGY was hereunto affixed in  )
the presence of                 )

                                     -----------------------------------
                               )     THE HONOURABLE TOM KOUTSANTONIS,
                               )     MINISTER FOR MINERAL RESOURCES AND ENERGY
Witness                        )

Name:                         )
Address:                      )
                              )
Occupation:                   )

Executed by Discovery Energy
SA Ltd ACN 158 204 052 in
accordance with section 127
of the Corporations Act in
the presence of:     )

---------------------------
Director

---------------------------
Director/Secretary


SIGNED by  EDWARD LANDER
in the presence of:

----------------------------
Witness

----------------------------
Witness Full Name

     )
SIGNED by RHONDA KENNEDY-GEPP
in the presence of:

----------------------------
Witness

----------------------------
Witness Full Name


SIGNED by SYLVIA STUART
in the presence of:

----------------------------
Witness

----------------------------
Witness Full Name


SIGNED by IRENE KEMP
in the presence of:

----------------------------
Witness

---------------------------
Witness Full Name


SIGNED by DAVID MUNGERANNIE
in the presence of:

--------------------------
Witness

--------------------------
Witness Full Name

THE COMMON SEAL OF THE                                   )
ASSOCIATION was hereunto affixed in                      )
accordance with its constitution                         )
In the presence of                                       )

---------------------------------------------
Member

Print name:

---------------------------------------------
Member

Print name:

---------------------------------------------
Member

Print name:
--------------------------------------------