Specialists in Alternative
    Sources of Funding


 


Strictly Private and Confidential


 


Discovery Energy Corp.


One Riverway, Suite 1700


Houston, TX 77056


USA


 


11 October 2012


 


For the attention of Keith Spickelmier,
Executive Chairman & Keith McKenzie, CEO


 


Dear Sirs


 


Engagement Letter


 


Discovery Energy Corp. ("Discovery”,
“Company", "Client", "you" or "your") 


 


This letter refers to our recent discussions
concerning your proposed plans to raise up to USD $20m of financing, potentially in multiple phases and including potential farm-in
arrangements, to develop your assets in the Cooper Basin, Australia (the “Fund Raise(s)” or “Objectives”).


 


This letter, together with the attached
terms and conditions in Appendix 1 and other Appendices below, which are intended to be legally binding, set out the basis of
the engagement of Chrystal Capital Partners LLP ("Chrystal Capital") to act as financial adviser to you. Accordingly
we set out below the nature of the responsibilities and conditions which Chrystal Capital and the Client undertake in relation
to the Objectives.


 


Based on information provided by you and
pursuant to the rules of the Financial Services Authority (the "FSA"), which requires all of our clients to be
classified into one of three regulatory categories, we have classified the Company as a "Retail Client".


 


		1.	Chrystal
                                                          Capital's Scope of Engagement



 


The services we expect to be providing
to you comprise the following (together, the "Services") which can be broken down into the following broad phases:


 


Initial Preparation


 


In advance of commencing the first round
of Fund Raises Chrystal Capital will provide you with advisory services in relation to your intent to progress the Company through
multiple rounds of Fund Raises. This will include, but will not be limited to:


 


		1.1	Advising on how to structure the Company
                                                           to be attractive to investors;



 


		1.2	Advising on the type of reports needed
                                                           and the level of detail required;



 


Chrystal Capital Partners
LLP, New Broad Street House, 35 New Broad Street, London EC2M 1NH


Telephone +44(0)20 7850 4760 www.chrystalcapital.com


Chrystal Capital Partners
LLP is a limited liability partnership registered in England and is authorized and regulated by the Financial Services Authority.


Registered Address: Gladwyns
The Coach House Sheering Bishops Stortford Hertfordshire CM22 7LL:OC353425


 



    	1



    	 



    

 


		Specialists in Alternative
    Sources of Funding


 


		1.3	Introducing you to companies qualified
                                                           to provide these resource reports;



 


		1.4	Advising and supporting on any financing
                                                           rounds that you intend to lead and complete, (whether initiated by
                                                           Chrystal or the Company) and;



 


		1.5	Providing on-going analysis of the
                                                           resource and consulting advice on best practice in the capital markets.



 


Fund Raising Phases


 


		1.6	Advising generally with regard to the
                                                           raising of funds from Prospects (as defined in Appendix 1) interested
                                                           in participating in a financing round. The round size is likely to
                                                           be determined by the structure of the financing with dilution and valuation
                                                           being the key considerations;



 


		1.7	Working alongside you to gather and
                                                           organise the necessary information needed to allow Prospects to properly
                                                           assess the investment opportunity. Advice on the population of the
                                                           electronic data room and UK regulatory know your client files;



 


		1.8	Corporate governance and management
                                                           reporting framework issues that are consistent with both the Company’s
                                                           and Chrystal Capital’s regulatory obligations;



 


		1.9	Reviewing and providing guidance on
                                                           financial modelling and projections and drafting or repositioning the
                                                           power point presentation of the results in accordance to the particular
                                                           requirements of Prospects and in a manner consistent with the Company’s
                                                           regulatory obligations;



 


		1.10	Selecting appropriate Prospects to
                                                            introduce you to with a particular emphasis on Prospects that can
                                                            add skills and value to the Objectives and development of the Company
                                                            in addition to the provision of capital;



 


		1.11	Producing pre-financing documentation
                                                            to lend credibility and stimulate the interest of Prospects;



 


		1.12	Organising, booking and attending
                                                            the road show and providing advice in advance of the road show;



 


		1.13	Providing support and guidance throughout
                                                            the Objectives including Prospect selection and assistance with negotiation
                                                            of terms and conditions and;



 


		1.14	Liaising with the Company's directors,
                                                            legal advisers, accountants, brokers, auditors, financial public relations
                                                            advisers and registrars as necessary through to completion of the
                                                            Objectives.



 


Chrystal Capital Partners
LLP, New Broad Street House, 35 New Broad Street, London EC2M 1NH


Telephone +44(0)20 7850 4760 www.chrystalcapital.com


Chrystal Capital Partners
LLP is a limited liability partnership registered in England and is authorized and regulated by the Financial Services Authority.


Registered Address: Gladwyns
The Coach House Sheering Bishops Stortford Hertfordshire CM22 7LL:OC353425


 



    	2



    	 



    

 


		Specialists in Alternative
    Sources of Funding


 


Post Financing
Services Phase


 


		1.15	Advising generally with regard to
                                                            the raising of funds from Prospects post financing through defined
                                                            secondary placements alongside the engaged Placement Agent(s);



 


		1.16	Coordinating advisers such as legal
                                                            advisers, accountants, brokers, auditors, financial public relations
                                                            advisers and registrars on an on-going basis through the financial
                                                            calendar events;



 


		1.17	Driving a PR marketing programme to
                                                            ensure maximum Prospects exposure and retail liquidity;



 


		1.18	Marketing the Company to a wider selection
                                                            of brokers to increase the number of analysts covering the stock with
                                                            high quality research reports;



 


		1.19	Advising on drafting RNS releases
                                                            to the market; and



 


		1.20	Providing on-going help with the solicitation
                                                            of potential partners, clients and ultimately likely bidders for the
                                                            Company.



 


This is not an exhaustive list of the
Services we will perform but merely a broad guidance of the critical role that we will perform as the Company's financial advisor.


 


In connection with the provisions of its
services hereunder, Chrystal hereby agrees to comply with all laws, regulations and rules applicable to such services.


 


		2.	Your
                                                          Obligations



 


In consideration of our agreeing
to act for you in relation to the Objectives, you agree and represent that, for so long as we act for you, you will (and will
procure that your Related Companies will):


 


		2.1	comply at all times (to the extent
                                                           applicable) without delay with the FSA Handbook of Rules and Guidance,
                                                           including those rules made under the Financial Services and Markets
                                                           Act 2000 ("FSMA") (the "FSA Rules"),
                                                           which for the avoidance of doubt includes the Listing Rules, the Disclosure
                                                           and Transparency Rules, the Prospectus Rules, the Criminal Justice
                                                           Act 1993, the AIM Rules for Companies published by the London Stock
                                                           Exchange from time to time, the PLUS Rules for Issuers and the PLUS
                                                           Trading Rules published by the PLUS Markets Group Plc, any Admission
                                                           and Disclosure Standards, the City Code on Takeovers and Mergers (the
                                                           "Code") (and any rulings and instructions given by
                                                           the Takeover Panel), the rules and requirements of the Bank of England,
                                                           the Companies Act 2006 and such other rules, regulations and laws in
                                                           any jurisdiction that may apply from time to time (collectively the
                                                           "Rules") and all directions given by ourselves in
                                                           relation to compliance with the applicable Rules;



 


Chrystal Capital Partners
LLP, New Broad Street House, 35 New Broad Street, London EC2M 1NH


Telephone +44(0)20 7850 4760 www.chrystalcapital.com


Chrystal Capital Partners
LLP is a limited liability partnership registered in England and is authorized and regulated by the Financial Services Authority.


Registered Address: Gladwyns
The Coach House Sheering Bishops Stortford Hertfordshire CM22 7LL:OC353425


 



    	3



    	 



    

 


		Specialists in Alternative
    Sources of Funding


 


		2.2	comply at all times with section 21
                                                           of FSMA which restricts persons who are not authorised by the FSA from
                                                           communicating invitations or inducements to engage in investment activity
                                                           during the course of business;



 


		2.3	register transfers of securities in
                                                           the Company in a manner consistent with the Company’s regulatory
                                                           obligations and despatch share certificates as applicable, without
                                                           delay;



 


		2.4	forward to us for our prior perusal
                                                           and written approval proofs of all documents and press announcements
                                                           (other than routine press announcements) to be communicated that relate
                                                           to, or have an effect on, the Objectives;



 


		2.5	ensure that the contents of all statements
                                                           or financial promotions approved by us at your request, and the contents
                                                           of all documents or announcements published or otherwise issued by
                                                           you, are true, complete, accurate and not misleading and that any expressions
                                                           of opinion or belief are made on reasonable grounds;



 


		2.6	if required by the Rules, ensure that
                                                           an appropriate dealing regime is in place in respect of your directors'
                                                           and relevant employees' dealings;



 


		2.7	notify us immediately upon becoming
                                                           aware of any breach or alleged breach of the Rules and any other legal
                                                           or regulatory issues that you are aware of or which may arise;



 


		2.8	notify us in a timely manner before
                                                           the engagement of any professional advisers and provide us with the
                                                           details of any other professional advisers or other corporate finance
                                                           advisers engaged by you within the last 24 months; and



 


		2.9	Ensure that all Prospects pay their
                                                           investments directly to the legal advisor who is nominated by the Company
                                                           to receive the proceeds of the Fund Raise (the “Legal Advisor”)
                                                           and use reasonable endeavours to ensure that a term substantially in
                                                           the form set out in Appendix 6 is detailed in any agreement between
                                                           a Prospect and the Company in connection with the Objectives.



 


		2.10	The company shall be entitled to reject
                                                            any Prospect or proposed transaction presented by Chrystal Capital
                                                            for any reason that the Company believes appropriate.



 


		3.	Chrystal
                                                          Capital Team and Points of Contact



 


Kingsley Wilson will be the
individual in charge of providing the Services and your principal point of contact within Chrystal Capital. He will be assisted
by such other or additional members of the Chrystal Capital team as we may consider appropriate from time to time.


 


Chrystal Capital Partners
LLP, New Broad Street House, 35 New Broad Street, London EC2M 1NH


Telephone +44(0)20 7850 4760 www.chrystalcapital.com


Chrystal Capital Partners
LLP is a limited liability partnership registered in England and is authorized and regulated by the Financial Services Authority.


Registered Address: Gladwyns
The Coach House Sheering Bishops Stortford Hertfordshire CM22 7LL:OC353425


 



    	4



    	 



    

 


		Specialists in Alternative
    Sources of Funding


 


		4.	Basis
                                                          of Charges



 


In consideration of us providing
the Services, you agree to remunerate us as follows:


 


		4.1	Commitment and Advisory Fees



 


		(a)	A rolling monthly client commitment
                                                               fee in the sum of GBP £7,500 (Sterling) is payable in cash,
                                                               which is non-refundable. This fee is payable until this agreement
                                                               is terminated in accordance with the section on termination below.



 


		4.2	Success Fees - Cash



 


		(a)	Upon completion of each and every
                                                               successful closing of a Fund Raise (other than one involving a
                                                               Pre-Existing Exception (as defined in 4.2(b))) during the Exclusivity
                                                               Period or the 18-month trailing period thereafter, a success fee
                                                               amounting to 7% (seven per cent) of the gross amount of all such
                                                               funds raised pursuant to the Objectives is payable in cash due
                                                               on completion. Any funds raised under a farm-in agreement where
                                                               the investors have been introduced by you will result in a 3.0%
                                                               (three per cent) success being payable in cash due on completion.
                                                               For the avoidance of doubt a 7% (seven per cent) fee will be payable
                                                               in cash under a farm-in agreement where the investors are introduced
                                                               by us.



 


		(b)	In the event that you complete
                                                               a Fund Raise of any type or manner from any source in any country
                                                               subject to the Pre-Existing Exceptions (as defined below) during
                                                               the Exclusivity Period (as defined in clause 5 of this letter)
                                                               a fee of 7% (seven per cent) of the gross amount of all such funds
                                                               raised is also payable by you to us in cash on completion of the
                                                               Fund Raise. For the avoidance of doubt this clause applies to each
                                                               and every Fund Raise completed during the Exclusivity Period subject
                                                               to the Pre-Existing Exceptions. The Pre-Existing Exceptions”
                                                               are:



 


		(i)	Up to $2m in equity funding currently
                                                             being marketed by the Company financings wit, or facilitated by,
                                                             existing shareholders in this initial Fund Raise. For the avoidance
                                                             of doubt this equity funding will not longer be a Pre-Existing Exception
                                                             once complete.



 


		(ii)	Any Fund Raise by MIGO, which is
                                                              currently under review, within 45 days from the signing of this
                                                              Engagement Letter. After 45 days from the signing of this Engagement
                                                              Letter MIGO will then be deemed to become a Chrystal Prospect and
                                                              no longer a Pre-Existing Exception and any Fund Raise by MIGO will
                                                              result in a 3% (three per cent) success fee being payable in cash
                                                              due on completion.



 


Chrystal Capital Partners
LLP, New Broad Street House, 35 New Broad Street, London EC2M 1NH


Telephone +44(0)20 7850 4760 www.chrystalcapital.com


Chrystal Capital Partners
LLP is a limited liability partnership registered in England and is authorized and regulated by the Financial Services Authority.


Registered Address: Gladwyns
The Coach House Sheering Bishops Stortford Hertfordshire CM22 7LL:OC353425


 



    	5



    	 



    

 


		Specialists in Alternative
    Sources of Funding


 


		(c)	Any fees payable in cash (other
                                                               than the rolling monthly client commitment fees) may in our sole
                                                               discretion be paid to us in the form of shares of your common stock
                                                               equal to the fees due. The subscription price shall be the share
                                                               price as at the immediately previous fundraising completed by the
                                                               Company.



 


		4.3	Success Fees - Shares 



 


		(a)	In consideration of the Services
                                                               provided to you pursuant to this letter, the Company hereby agrees
                                                               to issue and allocate us and/or our nominees, pursuant to the Restricted
                                                               Share Award Agreement attached hereto as Appendix 7, a total of
                                                               6,472,425 (six million, four hundred and seventy two thousand
                                                               and four hundred and twenty five) shares of the Company's common
                                                               stock ("Shares"), which is equivalent to 5% (five
                                                               per cent) of the total outstanding share capital of the Company
                                                               calculated as fully diluted (129,448,500) at the date of
                                                               the signing of this letter. Such Shares will be allotted to us
                                                               nil paid or at nominal value and will be sent to us or our lawyers
                                                               on the signing of this letter and the aforementioned Restricted
                                                               Share Award Agreement to be held in escrow pending completion of
                                                               the Objective.



 


		(b)	In the event that you complete
                                                               a Fund Raise of any type or manner from any source in any country
                                                               from Prospects not introduced by us, during the Exclusivity Period
                                                               (as defined in clause 5 of this letter), the Shares allotted to
                                                               us pursuant to clause 4.3(a) of this letter will become fully paid
                                                               against completion of the Fund Raise. Subject to the Company Investors
                                                               described in clause 4.2(b). In event of a Fund Raise by MIGO completing
                                                               after 45 days of the signing of this Engagement Letter, Chrystal
                                                               will retain 50% of the allotted shares in 4.3(a) and return the
                                                               balance to Company on completion of the Fund Raise.



 


		(c)	We acknowledge that in granting
                                                               us the Exclusivity Period in which to raise the capital and otherwise
                                                               provide the Services, you are bearing a material opportunity cost
                                                               risk that we fail to complete the Objectives. We therefore agree
                                                               that if we are unsuccessful in completing the Objectives or providing
                                                               the Services, defined as the Company not receiving any capital
                                                               from our Prospects, then all of the Shares will be returned to
                                                               the Company, less any cash paid.



 


		(d)	The attached Restricted Share Award
                                                               Agreement shall govern the share issuance provided for by this
                                                               Section 4.3. Accordingly, if any inconsistency arises between the
                                                               terms, provisions and condition of this Agreement and those of
                                                               such Restricted Share Award Agreement, the terms, provisions and
                                                               conditions of such Restricted Share Award Agreement shall control.



 


Chrystal Capital Partners
LLP, New Broad Street House, 35 New Broad Street, London EC2M 1NH


Telephone +44(0)20 7850 4760 www.chrystalcapital.com


Chrystal Capital Partners
LLP is a limited liability partnership registered in England and is authorized and regulated by the Financial Services Authority.


Registered Address: Gladwyns
The Coach House Sheering Bishops Stortford Hertfordshire CM22 7LL:OC353425


 



    	6



    	 



    

 


		Specialists in Alternative
    Sources of Funding


 


		4.4	Success
                                                           Fees – Options



 


		(a)	On completion of each Objective,
                                                               any Fund Raise (other than one involving a Pre-Existing Exception
                                                               (as defined in 4.2(b))) within the Exclusivity Period (as defined
                                                               in clause 5 of this letter) and on any subsequent Fund Raise, the
                                                               Company hereby grants to Chrystal Capital or its nominees, with
                                                               immediate effect, an option to acquire ordinary shares/common stock
                                                               or such equivalent as may be relevant (which entitles us on exercise
                                                               to full voting rights and which rank pari passu with all other
                                                               shares in the Company) in the capital of the Company. The total
                                                               number of shares under option capable of being exercised on a successful
                                                               completion of each Objective shall be calculated in accordance
                                                               with the provisions of the option agreement attached to this letter
                                                               in Appendix 3.



 


		(b)	None of the options to be issued
                                                               pursuant to Section 4.4(a), and none of the shares to be issued
                                                               pursuant to such options, shall be covered by the Discovery Energy
                                                               Corp. 2012 Equity Incentive Plan.



 


		4.5	Termination and Further Transaction
                                                           Fees



 


		(a)	If the Services are terminated
                                                               before completion of the Objectives and the Objectives or a transaction
                                                               similar to one set out in the Objectives completes within a period
                                                               of 18 months after the effective date of termination with Prospects,
                                                               or Related Companies of the Prospects, or Placement Agents sourced
                                                               by Chrystal Capital pursuant to the Objectives, the Company shall
                                                               pay Chrystal Capital the fees and expenses referred to in paragraphs
                                                               4.1, 4.2 and 4.3 of this letter in respect of the similar transaction
                                                               less any amount already paid.



 


		(b)	If the Objectives are successfully
                                                               completed pursuant to the terms of this letter and a further Fund
                                                               Raise of any description is carried out by the Company, within
                                                               a period of 18 months after the effective date of the completion
                                                               of the Objectives, using the same Prospects, or Related Companies
                                                               of the Prospects, or Placement Agents sourced by Chrystal Capital
                                                               pursuant to the Objectives, the Company shall pay Chrystal Capital
                                                               the fees and expenses referred to in paragraphs 4.2, and 4.3, as
                                                               applicable, in respect of the further Fund Raise.



 


		(c)	You shall have the right to terminate
                                                               this letter by giving us notice in writing at any time within the
                                                               first 45 (forty-five) days after the date of this agreement. If
                                                               the Services are terminated within:



 


		(i)	15 days of the signing of this letter
                                                             the Company hereby agrees to pay Chrystal a fee of $33,500 together
                                                             with any outstanding pro rata monthly client commitment fee and any
                                                             outstanding expenses;



 


		(ii)	30 days of the signing of this letter
                                                              the Company hereby agrees to pay Chrystal a fee of 6$67,000 together
                                                              with any outstanding pro rata monthly client commitment fee and
                                                              any outstanding expenses;



 


Chrystal Capital Partners
LLP, New Broad Street House, 35 New Broad Street, London EC2M 1NH


Telephone +44(0)20 7850 4760 www.chrystalcapital.com


Chrystal Capital Partners
LLP is a limited liability partnership registered in England and is authorized and regulated by the Financial Services Authority.


Registered Address: Gladwyns
The Coach House Sheering Bishops Stortford Hertfordshire CM22 7LL:OC353425


 



    	7



    	 



    

 


		Specialists in Alternative
    Sources of Funding


 


		(iii)	45 days of the signing of this
                                                               letter the Company hereby agrees to pay Chrystal a fee of $100.000
                                                               together with any outstanding pro rata monthly client commitment
                                                               fee and any outstanding expenses;



 


		(iv)	For the avoidance of doubt Clauses
                                                              4.5(a) and (b) would still apply but the Company will owe no further
                                                              remuneration to Chrystal Capital other than the preceding break-up
                                                              fee and as provided in Clauses 4.5 (a) and (b).



 


		4.6	Expenses



 


In addition to the fees set
out in this letter, you will you will also be responsible for all our properly and reasonably incurred expenses in providing the
Services. You agree to reimburse our expenses properly and reasonably incurred in providing the Services within five working days
of the issue of an invoice by Chrystal Capital. Invoices for expenses will be raised on a monthly basis and include, for example,
travel, subsistence, accommodation, courier, delivery, photocopying and printer expenses. We will use our reasonable endeavours
to obtain your prior approval before incurring any single expense in excess of GBP £500 (Sterling) and before overall expenses
exceed GBP £1,000 (Sterling). However, in the first instance, the Company must provide an expenses pre-payment of £5,000
to cover initial expenses. Any balance will be returned to the Company on completion or termination of this engagement.


 


Our fees and expenses due pursuant
to this letter are due and payable within five working days of the date we render the relevant invoices (unless stated otherwise
to the contrary).


 


The fees and expenses referred
to in this letter are in addition to any placing or financing fees, commissions or other separately agreed sums which may become
payable in connection with the Objectives.


 


		5.	Exclusivity
                                                          Period



 


Our agreement to act on your
behalf is conditional upon Chrystal Capital having sole and exclusive conduct on all matters within the scope of this letter and
the attached terms and conditions and the Objectives as set out in this letter. The exclusivity period will be for two (2) months
(the "Exclusivity Period") from the signing this letter, and then on a rolling monthly basis unless you or we
terminate this letter in accordance with the termination provisions set out below or in Section 4.5©.


 


In the event of a successful
Fund Raise, the Exclusivity Period will be extended to a year from the date of the completion of the Fund Raise and will automatically
be renewed every year, unless terminated in accordance with the termination provisions set out below.


 


Chrystal Capital Partners
LLP, New Broad Street House, 35 New Broad Street, London EC2M 1NH


Telephone +44(0)20 7850 4760 www.chrystalcapital.com


Chrystal Capital Partners
LLP is a limited liability partnership registered in England and is authorized and regulated by the Financial Services Authority.


Registered Address: Gladwyns
The Coach House Sheering Bishops Stortford Hertfordshire CM22 7LL:OC353425


 



    	8



    	 



    

 


		Specialists in Alternative
    Sources of Funding


 


For the avoidance of doubt,
if you terminate this letter in the Exclusivity Period (other than in accordance with Section 4.5(c) or Section 6 below, you will:


 


		(a)	pay us the due retainer and fees
                                                               set out in clause 4.1(a) and 4.2(b) of this letter; and



 


		(b)	allot us the Shares set out in
                                                               clause 4.3 of this letter; and



 


		(c)	pay us the expenses set out in
                                                               clause 4.5 of this letter.



 


Any other
services to be provided by us to you at your request shall be the subject of separate terms of engagement between Chrystal Capital
and you. 


 


		6.	Termination



 


You shall have the right to
terminate this letter by giving us one month's notice in writing at any time 60 (sixty) days after the date of this agreement,
or at any time that;


 


		(a)	Kingsley Wilson becomes incapacitated
                                                               and unable to serve as your primary contact under this letter.



 


		(b)	Chrystal or any of its principals
                                                               become the subject of an investigation with respect to misconduct
                                                               of any nature with respect to securities dealings or financial
                                                               schemes.



 


We reserve the right to terminate
this letter immediately by giving notice in writing in the event that:


 


		(c)	we become aware of facts or circumstances
                                                               of which we were unaware (and of which we could not have been expected
                                                               to have been aware) at the commencement of this letter which, in
                                                               our reasonable opinion, would preclude us from completing the Objectives;



 


		(d)	fundamentally damaging information
                                                               comes to our attention which had not been fully disclosed to us
                                                               before the date of this letter and which, in our reasonable opinion,
                                                               would preclude us from completing this letter (including but not
                                                               limited to any serious litigation against you, any form of actual
                                                               or threatened insolvency procedure against you, your shareholders
                                                               or director(s), and any form of criminal act, past or present,
                                                               committed by a member of your management team);



 


		(e)	material information is unavailable
                                                               to us, or any information which it had been agreed at the outset
                                                               of this letter would be provided by you is unavailable or not produced
                                                               in a timely fashion (including but not limited to a request for
                                                               information over the course of several weeks, and if it has not
                                                               been provided, this would be deemed to fall within this category);



 


Chrystal Capital Partners
LLP, New Broad Street House, 35 New Broad Street, London EC2M 1NH


Telephone +44(0)20 7850 4760 www.chrystalcapital.com


Chrystal Capital Partners
LLP is a limited liability partnership registered in England and is authorized and regulated by the Financial Services Authority.


Registered Address: Gladwyns
The Coach House Sheering Bishops Stortford Hertfordshire CM22 7LL:OC353425


 



    	9



    	 



    

 


		Specialists in Alternative
    Sources of Funding


 


		(f)	we decide not to continue our relationship
                                                               with you under paragraph H below;



 


		(g)	any fee or expense amount due in
                                                               relation to this letter becomes overdue by more than four weeks;



 


		(h)	you fail to comply with the 'sole
                                                               and exclusive conduct' clause in paragraph 5 of this letter; or



 


		(i)	you are in breach of any of the
                                                               terms or provisions of this letter.



 


Termination, howsoever caused,
will not affect our rights of remuneration, indemnification and non-circumvention as set out in this letter or the Appendices,
or any other accrued rights which we may have upon termination and shall be without prejudice to the completion of transactions
already initiated.


 


		7.	General



 


You agree that any advice, including
(without limitation) any valuation, written report or material prepared by us, is provided solely for your use and benefit for
the purpose of the Objectives and may not be used or relied on for any other purpose or disclosed to any other person (excluding
your other professional advisers, who may place no reliance on such advice) without our prior written consent.


 


Save as required by the Rules,
no advice that we give nor any communication we make in connection with the Objectives may be quoted or referred to in any public
statement, report, document, release or other communication whether written, electronic or oral by you or by any Related Company
without our prior written consent.


 


You acknowledge that we act
solely for you in connection with the Objectives and no one else and accordingly that we will not be responsible to anyone other
than you for providing the protections afforded to our customers or for providing advice in relation to or in connection with
the Objectives.


 


You and each of the directors
of the Company acknowledge that we are not responsible for providing you or them with legal advice in respect of any applicable
laws and regulations in connection with the Objectives and you and each of the directors of the Company undertake to obtain appropriate
legal advice and to communicate to us such advice whenever relevant or necessary to the proper performance of our services in
connection with the Objectives.


 


		8.	Client
                                                          Due Diligence



 


As we have not conducted corporate
finance business with you before, this letter is subject to the satisfactory completion of our statutory Anti-Money Laundering
and Know Your Client formalities.


 


Chrystal Capital Partners
LLP, New Broad Street House, 35 New Broad Street, London EC2M 1NH


Telephone +44(0)20 7850 4760 www.chrystalcapital.com


Chrystal Capital Partners
LLP is a limited liability partnership registered in England and is authorized and regulated by the Financial Services Authority.


Registered Address: Gladwyns
The Coach House Sheering Bishops Stortford Hertfordshire CM22 7LL:OC353425


 



    	10



    	 



    

 


		Specialists in Alternative
    Sources of Funding


 


The Company hereby authorises
Chrystal Capital to make such enquiries and obtain such references as it may consider necessary to fulfil its legal obligations
(including without limitation instructing third party investigatory agencies where appropriate). This letter also authorises Chrystal
Capital to make such further enquiries and references as it may from time to time consider necessary to enable it to continue
to comply with those obligations. Any fees or expenses incurred by Chrystal Capital in making such enquiries or obtaining such
references shall promptly be reimbursed by the Company.


 


		9.	Client
                                                          acknowledgement



 


We should be grateful if you
would signify your understanding and acceptance of the engagement, including this letter and the attached terms and conditions
in Appendix 1 and the matters set out in the other Appendices, by signing and returning the enclosed duplicate.


 


	Yours faithfully,	 
	 	 
	/s/ Kingsley Wilson	 
	Kingsley Wilson	 
	For and on behalf of Chrystal Capital
    Partners LLP	 


 


Chrystal Capital Partners
LLP, New Broad Street House, 35 New Broad Street, London EC2M 1NH


Telephone +44(0)20 7850 4760 www.chrystalcapital.com


Chrystal Capital Partners
LLP is a limited liability partnership registered in England and is authorized and regulated by the Financial Services Authority.


Registered Address: Gladwyns
The Coach House Sheering Bishops Stortford Hertfordshire CM22 7LL:OC353425


 



    	11



    	 



    

 


		Specialists in Alternative Sources of Funding


 


To:     Chrystal Capital Partners LLP


 


I agree with the terms and conditions
of the arrangements set out in the letter and the terms and conditions in Appendix 1 and the matters set out in the other Appendices
as evidenced by my signature below:


 


	Agreed & Acknowledged 	/s/ Keith Spickelmier	 
	 
	Print Name: Keith Spickelmier
	 
	Printed Title: Executive Chairman
	 
	For and on behalf of: Discovery Energy Corp.


 


Chrystal Capital Partners
LLP, New Broad Street House, 35 New Broad Street, London EC2M 1NH


Telephone +44(0)20 7850 4760 www.chrystalcapital.com


Chrystal Capital Partners
LLP is a limited liability partnership registered in England and is authorized and regulated by the Financial Services Authority.


Registered Address: Gladwyns
The Coach House Sheering Bishops Stortford Hertfordshire CM22 7LL:OC353425


 



    	12