Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): June 26, 2012
DISCOVERY ENERGY CORP.
f/k/a "Santos Resource Corp."
(Exact name of registrant as specified in its Charter)
Nevada 000-53520 98-0507846
(State or other jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
One Riverway Drive, Suite 1700
Houston, Texas 77056
713-840-6495
(Address and telephone number of principal executive offices, including
zip code)
_________________________________________________________
(Former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of Registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Discovery Energy Corp., f/k/a "Santos Resource Corp." ("Registrant"), has
entered into a series of agreements with Liberty Petroleum Corporation
("Liberty") regarding Registrant's proposed acquisition of the Petroleum
Exploration License (PEL) 512 (the "License") in the State of South Australia.
These agreements include the following:
1. A legal document (as amended and restated, the "Liberty Agreement")
originally between Liberty and Keith D. Spickelmier dated effective
January 13, 2012, whereby Liberty granted to Mr. Spickelmier a 60-day
exclusive right to negotiate an option to acquire the License whenever
it is issued. Mr. Spickelmier's rights in the Liberty Agreement were
subsequently assigned to Registrant. The Liberty Agreement was amended
and restated several times to extend the exclusive right provided for
thereby and to modify certain of its terms.
2. An Option to Purchase and Sale and Purchase Agreement (the "Option
Agreement") between Liberty and Registrant dated January 31, 2012.
The Option Agreement provides for the sale and transfer of the License
upon its issuance. The Option Agreement reflects the results of
negotiations between Registrant and Liberty, and it supersedes the
Liberty Agreement.
3. A Novation Deed (the "Novation Deed") between Liberty and Registrant
dated effective May 15, 2012 - This document is intended to supersede
the Option Agreement, by placing Registrant (through its newly
formed Australian subsidiary) in a direct contractual relationship
with Australian governmental agencies and Aboriginal native
titleholders with regard to the License for all purposes. The
Novation Deed was intended to change only the form of the
proposed transaction and not its substance. Accordingly, when
possible, the original terms of the Option Agreement were preserved
in the Novation Deed, and the parties still view the proposed
transaction as an assignment for all purposes and effects.
On June 26, 2012, Registrant entered into another agreement (the "New
Agreement") with Liberty. The New Agreement modifies the Novation Deed in the
following respects:
* Contemporaneously with the execution of the New Agreement, Registrant
remitted $250,000 to Liberty. This amount represents a final
deposit of cash required of Registrant in connection with its
acquisition of the License. Once the License is issued to
Registrant, Registrant will owe Liberty no further up-front cash
amounts. Liberty will be obligated to return this and all other
related deposits under certain circumstances, such the failure of the
License to be issued to Registrant.
* Originally the Novation Deed provided that, upon Registrant's receipt
of the License, Registrant would execute and deliver to Liberty two
promissory notes with an aggregate principal amount of $750,000,
one in the amount of $500,000 becoming due six months after
Registrant's receipt of the License, and the other in the amount of
$250,000 becoming due nine months after Registrant's receipt of the
License. In consideration of the early deposit of the final $250,000,
Liberty agreed to modify these promissory notes in a couple of
critical respects. First, Liberty agreed that the original principal
amount of the nine-month note would be only $150,000 instead of the
original $250,000. Second, Liberty agreed to prepayment discounts
if Registrant pays the notes earlier than required. At best, these
prepayment discounts could save Registrant $150,000 if the notes
are paid within 60 days after the License is issued. Registrant
intends to try to procure funds to repay the notes within the 60-day
period so that maximum amount of the discount is realized.
Registrant has no assurance that it will be able to accomplish
this.
In addition to the cash deposits heretofore made and the two promissory
notes described above, the final consideration for Liberty's effective
assignment of the License is 12.0 million shares of Registrant's common stock.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Agreement dated June 26, 2012 by and between Liberty Petroleum
Corporation and Registrant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DISCOVERY ENERGY CORP.,
f/k/a "Santos Resource Corp."
(Registrant)
Date: June 28, 2012 By: /s/ Keith J. McKenzie
--------------------------
Keith J. McKenzie,
Chief Executive Office
