FIRST AMENDMENT TO PROMISSORY NOTE (NINE-MONTH)


 


THIS FIRST AMENDMENT
TO PROMISSORY NOTE (NINE-MONTH) (the “First Amendment”) is made and entered into as of the 26th 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 for a principal amount of $150,000; and


 


WHEREAS, all outstanding
principal amount is otherwise to become due and payable on the 26th 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 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 ($150,000) and interest that has heretofore accrued or hereafter accrues,
on such Note shall become due and payable in a single balloon payment on the earlier of:



 


		a.	One business day following the completion ofMaker’s private placement financing to be initiated
on or before July 31, 2013; or



 


		b.	The 26th day of August 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 First 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 First 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 First Amendment. This First 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 First 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., 	 	 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