Exhibit 10.1


 


NINTH AMENDMENT TO CONSOLIDATED PROMISSORY
NOTE


 


THIS NINTH AMENDMENT
TO CONSOLIDATED PROMISSORY NOTE (the “Ninth Amendment”) is made and entered into as of the 2nd day of March 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 Eighth, the principal amount was to become due and payable on the 2nd
day of March 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 2nd day of June 2015, notwithstanding anything
else provided for in the Note. If pre-payments totaling TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000) are made prior to June
2, 2015, 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 July 31, 2015.



 


		2.	Miscellaneous. Except as otherwise expressly provided herein, the Note is not amended, modified
or affected by this Ninth 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 Ninth 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 Ninth Amendment. This Ninth 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 Ninth 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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