Exhibit 10.1


 


SEVENTEENTH AMENDMENT TO CONSOLIDATED
PROMISSORY NOTE


 


THIS SEVENTEENTH AMENDMENT
TO CONSOLIDATED PROMISSORY NOTE (the “Seventeenth Amendment”) is made and entered into as of the 15th day
of December 2016 by Discovery Energy Corp. a Nevada corporation f/k/a “Santos Resource Corp.” (herein called “Maker”),
and Liberty Petroleum Corporation, an Arizona corporation (herein called “Payee”).


 


RECITALS:


 


WHEREAS, Maker executed
in favor of Payee a Promissory Note (the “Note”) dated September 26, 2013 for a principal amount of $542,294; and


 


WHEREAS,
pursuant to a series of amendments on the Note, First through Sixteenth (for
purposes of the remainder of this Seventeenth Amendment, the term “Note” shall mean the Note as heretofore amended by
said first 16 amendments), the principal amount of the Note was reduced by $200,000, and the principal amount of this Note (now
in the amount of $387,724, taking into account interest that had accrued on the Note through the 5th day of May 2016 and that had
been added to the outstanding principal amount) and accrued interest on this Note were to become due and payable on the 15th
day of December 2016; and


 


WHEREAS, Maker wishes
to receive an extension of the Note, and the Payee is willing to so extend the Note; and


 


WHEREAS, the parties
hereto desire to amend the Note upon the terms, provisions and conditions set forth herein;


 


AGREEMENT:


 


NOW, THEREFORE, in
consideration of the mutual promises herein, the parties hereto hereby agree as follows (all undefined, capitalized terms used
herein shall have the meanings assigned to such term in the Note):


 


		1.	Amendment to the Note. In consideration of the mutual promises herein, the Note shall be
amended so that: the outstanding principal of this Note ($387,724) and all interest that accrues on this Note after the 5th day
of May 2016 shall become due and payable in a single balloon payment on the 15th day of January 2017, notwithstanding
anything else provided for in the Note. Moreover, notwithstanding anything else provided for in the Note, on or before the 15th
day of January 2017, this Note can be paid in its entirety by Maker’s (a) payment to Payee of a cash amount equal to
the sum of $100,000.00, plus the amount of interest that accrues on this Note after the 5th day of May 2016,
and (b) issuance of 1,150,895 restricted shares of Maker’s common stock, which number of shares was determined by dividing $287,724
by a per-share price of $0.25.



 






     


     


    

 


		2.	Miscellaneous. Except as otherwise expressly provided herein, the Note is not amended, modified
or affected by this Seventeenth Amendment. Except as expressly set forth herein, all of the terms, conditions, covenants, representations,
warranties and all other provisions of the Note are herein ratified and confirmed and shall remain in full force and effect. On
and after the date on which this Seventeenth Amendment becomes effective, the terms, “Note,” “herein,”
“hereunder” and terms of like import, when used herein or in the Note shall, except where the context otherwise requires,
refer to the Note, as amended by this Seventeenth Amendment. This Seventeenth Amendment may be executed in 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. This Seventeenth Amendment shall
be deemed fully executed and delivered when duly signed by the signatories and delivered via “PDF” or facsimile transmission.



 


IN WITNESS WHEREOF, the undersigned have
set their hands hereunto as the first date written above.


 





	DISCOVERY ENERGY CORP.,	 	 	LIBERTY PETROLEUM CORPORATION,	 
	a
Nevada corporation	 	 	an Arizona corporation	 
	 	 	 	 	 
	 	 	 	 	 
	/s/ Keith J. McKenze	 	 	/s/ Lane Franks	 
	Keith J. McKenze,	 	 	Lane Franks,	 
	Chief Executive Officer	 	 	President