THIRD AMENDMENT TO PROMISSORY NOTE (SIX-MONTH)


 


THIS THIRD AMENDMENT
TO PROMISSORY NOTE (SIX-MONTH) (the “Third Amendment”) is made and entered into as of the 1st day of July
2013 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 October 26, 2012; and


 


WHEREAS, the parties
amended the Note according to a First Amendment to Promissory Note (Six-Month) dated the 7th day of March 2013 (the
“First Amendment”); and


 


WHEREAS, pursuant to
the First Amendment, Maker made a partial principal payment of $100,000 and thereby reduced the principal amount due Payee to $400,000;
and


 


WHEREAS, the parties
amended the Note according to a Second Amendment to Promissory Note (Six-Month) dated the 12th day of June 2013 (the
“Second Amendment”) (for purposes of the remainder of this Third Amendment, the term "Note" shall mean the
Note as heretofore amended by said First Amendment and Second Amendment); and


 


WHEREAS, pursuant to
the Second Amendment, Maker made a partial principal payment of $25,000 and thereby reduced the principal amount due Payee to $375,000;
and


 


WHEREAS, pursuant to
the Second Amendment, all remaining principal amount is otherwise to become due and payable on the 1st day of July 2013;
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 further 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 ($375,000) and interest that has heretofore accrued or hereafter accrues,
on such Note shall become due and payable in a single balloon payment on the 26th day of July 2013, notwithstanding
anything else provided for in the Note.



 


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



 






    	 



    	 



    

 


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


 





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