Exhibit
10.23


 


PRIVATE
AND CONFIDENTIAL


 


January
10, 2020


 


Keith
J. McKenzie


 


Dear
Mr. McKenzie


 


	Re:	Consultant
    Agreement


 


As
you know, you do not currently have a written consultant agreement with Discovery Energy Corp. (“Discovery” or “Company”).
The purpose of this letter is to provide the written terms and conditions under which your services are to be provided to Discovery.
The effective date of this Agreement is March 1, 2019 (the “Effective Date”).


 


1.
Term


 


This
Agreement shall be effective as of the Effective Date, and shall continue in full force and effect unless terminated in accordance
with the “Termination” section below.


 


2.
Duties and Responsibilities


 


As
Chief Executive Officer, you shall perform such duties and assume such responsibilities inherent in and consonant with such position.
You shall further perform such reasonable additional duties and responsibilities as requested as Discovery may require and assign
to you. You shall report to the Board of Directors (the “Board”).


 


3.
Consulting Fee


 


You
will be provided with an annual base consulting fee in the amount of US$150,000.00 (the “Fee”). As you
will not be a Company employee you are solely responsible for the payment of all deposits, fees, assessments and taxes associated
with this payment. Your Fee shall be subject to review and possible increase (but not decrease) at the sole discretion of the
Board.


 


4.
Expense Reimbursement


 


Discovery
shall reimburse you for any reasonable and customary out-of-pocket expenses incurred in the course of providing services under
this Agreement. You are solely responsible for the payment of all deposits, fees, assessments and taxes associated with these
reimbursements.


 


5.
Bonus


 


You
shall be eligible for a discretionary bonus in cash or in equity (the “Bonus”). Unless you and Discovery expressly
agree otherwise in writing, entitlement to a bonus, if any, shall be declared by the Board in its sole discretion. Alternatively,
you and Discovery may agree in writing upon a criterion for your earning a stipulated Bonus upon the achievement of stipulated
goals. You are solely responsible for the payment of all deposits, fees, assessments and taxes associated with each Bonus.


 




    	 



    	 



    

 


6.
Benefits


 


You
shall be entitled, if not restricted by the terms of the plans, to participate in all benefits plans provided to Discovery employees
in accordance with their terms and as may be amended from time to time by Discovery. You are solely responsible for the payment
of all deposits, fees, assessments and taxes associated with these benefits.


 


7.
Equity Incentive Plan


 


You
will be allowed, if not restricted by the terms of the plan, to participate in any equity incentive plan that Discovery has established
or in the future establishes (a “Plan”) in which you are eligible to participate in accordance with the terms
of the Plan as they may be amended from time to time by Discovery; provided, however, you shall be entitled to participate in
a Plan only at the time you meet the eligibility criteria established for the Plan. Your eligibility shall be determined separately
for each Plan, and all determinations shall be made by the parties charged with responsibility for such determinations in the
Plan (the “Administrator”). Unless otherwise expressly agreed upon in writing, your awards under a Plan, if any,
shall be declared by the Administrator in its sole discretion. Alternatively, you and such parties may agree in writing upon a
criterion for your earning a stipulated award upon the achievement of stipulated goals. Discovery is under no obligation to establish
any Plan, and this Section 7 shall not be interpreted to require the establishment of any Plan. The terms of any Plan existing,
established, or provided hereafter do not constitute a part of this Agreement and are not incorporated herein for any purpose.
You are solely responsible for the payment of all deposits, fees, assessments and taxes associated with your participation in
the Plan.


 


8.
Confidential Information


 


The
term “Confidential Information” means information and data not known generally outside Discovery concerning Discovery’s
business and technical information, including, without limitation, information relating to Inventions, as defined below, customer
lists, pricing policies, lists of suppliers, patents, trademarks, payment terms, terms of sale including special customer discounts
or concessions, customer sales volumes, marketing knowledge and/or information, production knowledge and/or information and knowledge
or information regarding Discovery’s competitors.


 


It
is understood that Confidential Information does not include:


 


(a)
information which is or becomes generally available to the public or within the industry through no act or omission on your part;
or


 


(b)
information which is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request,
provided that you shall, as soon as practicable, give Discovery prior written notice of such required disclosure in order to afford
Discovery an opportunity to seek a protective order (it being agreed that if a protective order is not sought or obtained in such
circumstances, you may disclose such information without liability).


 


You
agree that all Confidential Information is the property of Discovery and shall remain so and that the disclosure of any Confidential
Information would be highly detrimental to the best interests of Discovery and could severely damage the economic interests of
Discovery. Except as otherwise herein provided, you agree that during the term of this Agreement and thereafter, you will hold
in strictest confidence, and will take all necessary precautions against unauthorized disclosure of, and will not use or disclose
to any person, firm or corporation, without the written authorization of Discovery, any of the Confidential Information, except
as such use or disclosure may be required in connection with your work for Discovery hereunder or by applicable law. You understand
that this Agreement applies to computerized and electronic, as well as written information.


 




    	 



    	 



    

 


Upon
and following the termination of this Agreement, you agree that no Confidential Information that is in written, computerized,
machine-readable, model, sample, or other form capable of physical delivery will be taken without the prior written consent of
Discovery. You also agree that, upon the termination of this Agreement, you shall promptly return to Discovery all such materials,
along with all other property of Discovery, in your possession, custody or control and you shall make no further use of same.
Should you discover any such items after the termination of this Agreement, you agree to return them promptly to Discovery without
retaining copies of any kind.


 


9.
Inventions


 


The
term “Inventions” means any intellectual property of Discovery including without limitation, all technological
innovations, discoveries, inventions, designs, formulae, know- how, tests, performance data, processes, production methods, software,
improvements to all such property and the like, regardless of whether or not patentable, copyrightable, or subject to trademark
and further includes any recorded material, notes or records defining, describing or illustrating any such intellectual property.


 


With
respect to any and all Inventions which you, either alone or together with others, make, conceive, originate, devise, discover,
develop or produce, in whole or in part, during the period of the Agreement with Discovery hereunder or during, in whole or in
part, the twelve (12) months period after the termination of the Agreement hereunder, and which such Inventions arise or relate,
directly or indirectly, to your performance of your obligations under this Agreement delivered hereunder, you agree:


 


(a)
to keep notes and written records of any such work, which records shall be provided to Discovery and made available at all times
for the purposes of evaluation and use in obtaining patents, trademarks or copyrights or as a protective procedure;


 


(b)
to disclose fully and promptly to Discovery any and all such Inventions, regardless of whether or not made, conceived, originated,
devised, discovered, developed or produced by you either during your working hours or in connection with the work assigned to
you by Discovery; that all models, instructions, drawings, blueprints, manuals, letters, notes, notebooks, books, memoranda, reports,
software code listings, or other writings made by you or which may come into your possession during the Term of this Agreement
and which relate in any way to or embody any Confidential Information or relate to your Agreement hereunder or any activity or
business of Discovery, shall be the exclusive property of Discovery and shall be kept at such location as Discovery shall designate,
except when required elsewhere in connection with any activity of Discovery and shall be available to representatives of Discovery
at all times for the purpose of evaluation and use in obtaining patents, trademarks or copyrights or other protective procedures;


 




    	 



    	 



    

 


(c)
that Discovery is and shall be the sole owner of all intellectual and industrial property rights in any and all such Inventions
and that you hereby irrevocably assign and agree to assign all right, title and interest in such Inventions to Discovery or its
nominee without any additional compensation to you and that you will sign all applications for, and assignments of, patents, trademarks,
copyrights or other interests therein required by Discovery and that you will sign all other writings and perform all other acts
necessary or convenient to carry out the terms of this Agreement;


 


(d)
that these obligations under this Article shall continue beyond the termination of this Agreement with respect to Inventions conceived
or made by you during the period of and in connection with your service with Discovery (or any of its affiliates) and for the
twelve (12) months period after the Agreement ceases, and shall be binding upon your assigns, executors, administrators and other
legal representatives; and


 


(e)
to irrevocably waive any and all of your moral rights in any such Inventions.


 


10.
Non-Solicitation


 


You
hereby covenant and agree that during the term of this Agreement and for a period of six (6) months after the cessation of this
Agreement, you shall not, for whatever reason, individually or in partnership or jointly or in conjunction with any person, firm,
association, syndicate, company, corporation, joint venture, partnership or entity, as principal, agent, employee, shareholder,
director, officer, owner, investor, partner, or any other manner whatsoever, directly or indirectly, solicit or induce or attempt
to solicit or induce any person employed by or under contract with Discovery at the date of the cessation of this Agreement to
terminate his, her or its employment or contractual relationship with Discovery.


 


11.
Termination


 


This
Agreement is terminable:


 


(a)
by Discovery immediately at any time for “Good Cause”. If your services are terminated for Good Cause, you shall
only be entitled to receive your earned but unpaid Fee any outstanding expense reimbursements and vested benefits. Good Cause
means the occurrence of any of the following events: (i) any act of fraud, misappropriation or embezzlement by you regarding any
aspect of Discovery’s business; (ii) the intentional and material breach by you of any Agreement provision; (iii) the conviction
of you or the entry of a nolo contendere or equivalent plea by you in a court of competent jurisdiction in connection with a felony
or a crime involving moral turpitude; (iv) gross malfeasance by you in the conduct of your duties; (v) the illegal use of drugs
by you during the term of the Agreement that, in the determination of the Board, substantially interferes with the performance
of your duties under the Agreement; (vi) gross neglect by you in carrying out your duties; or (vii) the breach by you of your
fiduciary duties to Discovery; provided, however, that Discovery will not have “Good Cause” with respect to events (ii),
(iv) and (vi) unless you have received at least thirty (30) days advanced written notice and the opportunity to cure such event
and you have failed to cure the event within this thirty (30) days period;


 


(b)
immediately upon your death. If your services are terminated due to your death, your estate shall be entitled to any earned but
unpaid Fee as well as any accrued or earned but unpaid Bonus;


 




    	 



    	 



    

 


(c)
on a without Good Cause basis by Discovery upon providing you with a lump sum payment comprised of (i) all Fee and Bonus earned
or accrued to the date of termination; (ii) twelve (12) months of Fee; and (iii) an amount equal to the highest declared Bonus
in the three fiscal years immediately preceding the date of termination. You are solely responsible for the payment of all deposits,
fees, assessments and taxes associated with this without Good Cause payment.


 


(d)
by you upon providing a minimum of sixty (60) days advance written notice, which notice Discovery may, in its discretion, partially
or fully waive; or


 


(e)
by you within six (6) months of the occurrence of a “Good Reason” (defined below), in which case you will receive
the Termination Fee (defined below) within thirty (30) days of the date upon which you gave notice of termination for Good Reason.


 


“Termination
Fee” shall mean a lump sum payment representing twenty-four (24) months of the then-current Fee plus two (2) times the
highest declared Bonus in the three fiscal years ending immediately preceding the year in which notice of termination of this
Agreement is given by either you or Discovery, as applicable. You are solely responsible for the payment of all deposits, fees,
assessments and taxes associated with this termination fee.


 


“Good
Reason” means the occurrence of any of the followings events: (i) a material adverse change in any of your duties, powers,
rights, discretion, prestige, or remuneration; (ii) a diminution of your title; or (iii) a material breach of this Agreement by
Discovery; provided, however, that you will not have “Good Reason” with respect to events (i), (ii) and (iii) unless
Discovery has received at least thirty (30) days advanced written notice and the opportunity to cure such event and Discovery
has failed to cure the event within this thirty (30) days period.


 


12.
Change of Control


 


“Change
of Control” means any of the following events: (i) any transaction or business combination or series of transactions
or series of business combinations including any share sale, merger, or amalgamation pursuant to which any one or more entities
(excluding entities who are now shareholders of Discovery on the date of this Agreement (hereinafter referred to as an “Acquiror”)
acquires the direct or indirect beneficial ownership of securities of Discovery representing more than 50% of the aggregate
votes of Discovery’s then-issued and outstanding securities; and/or (ii) the sale of all, or substantially all, of Discovery’s
assets, properties and undertakings to any Acquiror; and/or (iii) the incumbent Board members cease to represent the majority
of the Board members as a result of an actual or threatened election contest with respect to the election or removal of the incumbent
members or other actual or threatened solicitation of proxies or consents by or on behalf of persons other than the incumbent
Board members.


 


(a)
If a Change of Control occurs, you will have the right, within sixty (60) days of the date of the Change of Control, to provide
Discovery with written notice (the date such notice is given by you is referred to as the “Notice Date”), to
terminate this Agreement. Upon receipt of such written notice, Discovery shall provide you with the Termination Fee. The Termination
Fee is due and payable within thirty (30) days of the Notice Date.


 




    	 



    	 



    

 


(b)
If Discovery terminates this Agreement for any reason other than Good Cause within six (6) months of a Change of Control, Discovery
shall provide you with the Termination Fee within thirty (30) days of the date upon which it gives you notice of termination.


 


In
the event that this Agreement is terminated in accordance with Subsection 12(a) or (b) all stock options and restricted
stock awards held by you as of the date upon which you give or receive notice of termination shall become immediately 100% vested
and exercisable in accordance with the terms of the related Plan as may be modified by this Agreement.


 


Any
payment to you pursuant to this Change of Control provision is not intended and will not be in the nature of a penalty, will be
considered by the parties to be liquidated damages and, notwithstanding anything to the contrary contained in this Agreement you
shall not be obligated to mitigate such liquidated damages.


 


13.
Return of Property


 


Upon
the termination of this Agreement, you will at once deliver to Discovery all documents, effects, money or other property belonging
to Discovery (and any copies you may have whether electronic or otherwise) which are in your possession, charge, control or custody.


 


14.
Entire Agreement


 


This
Agreement constitutes the entire agreement between the parties hereto with respect to your service with Discovery. Other than
any Plan and any equity award agreement between you and Discovery, any and all previous agreements, written or oral, expressed
or implied between the parties hereto or on their behalf relating to the subject matter covered by this Agreement are hereby superseded
and replaced by this Agreement, and each of the parties hereto hereby release and forever discharges the other of and from all
manner of actions, causes of action, claims and demands whatsoever under or in respect of any such agreement.


 


15.
Amendment


 


This
Agreement may be altered, modified or amended only by a prior written instrument, duly executed by both parties hereto and stating
that the alteration, modification or amendment is an addition to and subject to this Agreement.


 


16.
Assignment


 


Neither
this Agreement nor any rights hereunder may be assigned or obligations delegated by any party hereto without the prior written
consent of the other party, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation
in which Discovery is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of Discovery,
provided that the assignee or transferee is the successor to all or substantially all of the assets of Discovery and such assignee
or transferee assumes the liabilities, obligations and duties of Discovery, as contained in this Agreement, either contractually
or as a matter of law. Discovery further agrees that, in the event of a sale of assets or liquidation as described in the preceding
sentence, it shall take whatever actions it legally may in order to cause such assignee or transferee to expressly assume the
liabilities, obligations and duties of Discovery hereunder. This Agreement shall inure to the benefit of and is binding upon the
successors and assigns of Discovery. As used in this Agreement, “Discovery” shall mean Discovery as previously defined
and any successor thereto by operation of law or otherwise.


 




    	 



    	 



    

 


17.
Withholdings; Right of Offset


 


Discovery
shall not be responsible for withholding, deposits, fees, assessments and/or taxes with respect to your Fees and/or any Bonus
under this Agreement.


 


18.
Non-alienation


 


The
right to receive payments under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge or encumbrance by you, or by your dependents or beneficiaries, or to any other person or entity who is or may
become entitled to receive any such payment hereunder. The right to receive payments hereunder shall not be subject to or liable
for the debts, contracts, liabilities, engagements or torts of any person or entity who is or may become entitled to receive such
payments, nor may the same be subject to attachment or seizure by any creditor of such person or entity under any circumstances,
and any such attempted attachment or seizure shall be void and of no force and effect.


 


19.
Notice


 


Each
notice or other communication required or permitted under this Agreement shall be in writing and transmitted, delivered, or sent
by personal delivery or, prepaid courier or messenger service (whether overnight or same-day), addressed (in any case) to the
other party at the address for that party set forth below or under that party’s signature on this Agreement, or at such other
address as the recipient has designated by notice to the other party.


 


	To
    the Company:	At
    One Riverway Drive, Suite 1700, Houston, TX 77056.
	 	 
	To
    You:	As
    set forth below your signature on the signature page of this Agreement.


 


Each
notice or other communication so transmitted, delivered, or sent (a) in person, by courier or messenger service, or by certified
United States mail (return receipt requested) shall be deemed given, received, and effective on the date delivered to or refused
by the intended recipient (with the return receipt, or the equivalent record of the courier or messenger, being deemed conclusive
evidence of delivery or refusal), or (b) by telecopy or facsimile shall be deemed given, received, and effective on the date of
actual receipt (with the confirmation of transmission being deemed conclusive evidence of receipt, except where the intended recipient
has promptly notified the other party that the transmission is illegible). Nevertheless, if the date of delivery or transmission
is not a business day, or if the delivery or transmission is after 4:00 p.m. (local time at the recipient) on a business day,
the notice or other communication shall be deemed given, received, and effective on the next business day.


 




    	 



    	 



    

 


20.
Severability


 


It
is the desire of the parties hereto that this Agreement be enforced to the maximum extent permitted by law, and should any provision
contained herein be held unenforceable by a court of competent jurisdiction, the parties hereby agree and consent that such provision
shall be reformed to create a valid and enforceable provision to the maximum extent permitted by law; provided, however, if such
provision cannot be reformed, it shall be deemed ineffective and deleted here from without affecting any other provision of this
Agreement. This Agreement should be construed by limiting and reducing it only to the minimum extent necessary to be enforceable
under then applicable law.


 


21.
No Third Party Beneficiaries


 


This
Agreement shall be binding upon and inure to the benefit of the parties hereto, and to their respective successors and permitted
assigns hereunder, but otherwise this Agreement shall not be for the benefit of any third parties.


 


22.
Waiver of Breach


 


No
waiver by either party of a breach of any provision of this Agreement by the other party, or of compliance with any condition
or provision of this Agreement to be performed by the other party, will operate or be construed as a waiver of any subsequent
breach by the other party or any similar or dissimilar provision or condition at the same or any subsequent time. The failure
of either party to take any action by reason of any breach will not deprive such party of the right to take action at any time
while such breach continues.


 


23.
Survival of Certain Provisions


 


Wherever
appropriate to the intention of the parties, the respective rights and obligations of the parties hereunder shall survive any
termination or expiration of this Agreement or the termination of your services.


 


24.
Interpretive Matters


 


In
the interpretation of the Agreement, except where the context otherwise requires:


 


	 	(a)
    	Headings.
    The Agreement headings are for reference purposes only and will not affect in any way the meaning or interpretation of
    this Agreement.
	 	 	 
	 	(b)
    	The
    terms “including” and “include” do not denote or imply any limitation.
	 	 	 
	 	(c)	The
    conjunction “or” has the inclusive meaning “and/or”.
	 	 	 
	 	(d)
    	Plurals
    and Genders. The singular includes the plural, and vice versa, and each gender includes each of the others.
	 	 	 
	 	(e)
    	Months.
    The term “month” refers to a calendar month.
	 	 	 
	 	(f)	References
    to Statutes. Reference to any statute, rule, or regulation includes any amendment thereto or any statute, rule, or regulation
    enacted or promulgated in replacement thereof.


 




    	 



    	 



    

 


	 	(g)
    	The
    words “herein”, “hereof’, “herefrom”, “hereunder” and other compounds of the word
    “here” shall refer to the entire Agreement and not to any particular provision;
	 	 	 
	 	(h)
    	All
    amounts referenced herein are in U.S. dollars.


 


25.
Governing Law; Jurisdiction


 


All
matters or issues relating to the interpretation, construction, validity, and enforcement of this Agreement shall be governed
by the laws of the State of Texas, without giving effect to any choice-of-law principle that would cause the application of the
laws of any jurisdiction other than Texas Jurisdiction and venue of any action or proceeding relating to this Agreement or any
dispute shall be exclusively in the federal and state courts of competent jurisdiction in the Houston, Texas metropolitan area.
The parties hereby consent to personal jurisdiction of such courts to adjudicate any dispute relating to or arising out of this
Agreement.


 


26.
Counterparts


 


This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but
all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a copy hereof containing
multiple signature pages, each signed by one party hereto, but together signed by both parties.


 


27.
Independent Legal Advice


 


You
hereby acknowledge that you have read and understand this Agreement. You also hereby acknowledge that you have had ample opportunity
to obtain independent legal advice with respect to this Agreement if you should so desire.


 


[SIGNATURES
TO FOLLOW]


 




    	 



    	 



    

 


 


IN
WITNESS WHEREOF the Company has caused this Agreement to be executed by its duly authorized officer on its behalf, and the
individual named below has executed this Agreement on his behalf, to be effective as of the Effective Date.


 


	DISCOVERY ENERGY, INC.	 
	 	 	 
	By:	                       	 
	 	 	 
	Signature:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Date:	 	
	 	 	 


 


	KEITH
    J. MCKENZIE:
	 
	Signature:	                       	 	Signature:	
	 	 	 	 	 
	Name:	 	 	Name:
    	 
	 	 	 	 	 
	Date:		 	Date:	 



 


		 	Address
    for Notices:
	 	 	 #101
                                       – 1040 West 8th Ave


 


Vancouver,
BC Canada


 


V6H
1C4