Exhibit 10.1


 


ELEVENTH AMENDMENT TO CONSOLIDATED PROMISSORY
NOTE


 


THIS ELEVENTH AMENDMENT
TO CONSOLIDATED PROMISSORY NOTE (the “Eleventh Amendment”) is made and entered into as of the 2nd day of September
2015 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 Tenth, the principal amount was to become due and payable on the 2nd
day of September 2015; 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 all outstanding principal of this Note ($542,294.00) and interest that has heretofore accrued or hereafter accrues,
on such Note shall become due and payable in a single balloon payment on the 5th day of January 2016, notwithstanding
anything else provided for in the Note. If pre-payments totaling TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000) are made prior
to January 5, 2016, then the remaining principal balance of this Note with all accrued but unpaid interest thereon shall then be
due and payable in full on or before March 2, 2016.



 


		2.	Miscellaneous. Except as otherwise expressly provided herein, the Note is not amended, modified
or affected by this Eleventh 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 Eleventh 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 Eleventh Amendment. This Eleventh 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 Eleventh Amendment shall be deemed fully executed and
delivered when duly signed by the signatories and delivered via “PDF” or facsimile transmission.



 






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IN WHITNESS 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 corporations
	 	 
	 	 
	By: /s/ Keith J. McKenzie       	By: /s/ Lane Franks                  
	Keith J. McKenzie,	Lane Franks,
	Chief Executive Officer	President 


 






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