FIFTH AMENDMENT TO CONSOLIDATED PROMISSORY
NOTE


 


THIS FIFTH AMENDMENT
TO CONSOLIDATED PROMISSORY NOTE (the “Fifth Amendment”) is made and entered into as of the 11th day of July
2014 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
the First Amendment on the Note, the principal amount was to become due and payable on the 10th day of January 2014;
and


 


WHEREAS, pursuant to
the Second Amendment on the Note, the principal amount is to become due and payable on the 10th day of March 2014; and


 


WHEREAS, pursuant to
the Third Amendment on the Note, the principal amount is to become due and payable on the 12th day of May 2014; and


 


WHEREAS, pursuant to
the Fourth Amendment on the Note, the principal amount is to become due and payable on the 11th day of July 2014; 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 12th day of September 2014, notwithstanding
anything else provided for in the Note. If pre-payments totaling TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000) are made prior
to September 12, 2014, 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 October 31, 2014.



 


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