DISCOVERY ENERGY CORP. (NYSE:LMT) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective September 26, 2013, Discovery Energy Corp. (the
Company) and Liberty Petroleum Corporation (Liberty) amended two
promissory notes that the Company had executed in favor of
Liberty with an aggregate original principal amount of $650,000
in connection with the formal grant of Petroleum Exploration
License (PEL) 512 in the State of South Australia (the License).
These promissory notes were executed in consideration of Libertys
agreement to allow the Company to be issued the License instead
of Liberty. Effective September 26, 2013, these promissory notes
were consolidated into a new single promissory note (the
Consolidation Note), which represents the amended terms,
provisions and conditions regarding the amounts owed by the
Company to Liberty. The material terms, provisions and conditions
of the Consolidation Note (as previously amended) are as follows:
| * |
The original principal of the Consolidation Note (including accrued interest that was added to principal) was $587,724. However, such principal was reduced to $387,724 after two payments to Liberty each in the amount of $100,000, one on August 23, 2016 and one on October 28, 2016. |
| * |
The Consolidation Note bears interest at a floating rate equal to the one-month term LIBOR rate, plus an additional 3%. |
| * |
The principal amount of and accrued interest on the Consolidation Note (as amended) were due and payable in a single balloon payment on or before January 15, 2017; provided, however, that on or prior to the due date of January 15, 2017, the Consolidation Note could have been paid in its entirety by the Companys (a) payment in cash of $100,000, plus the amount of accrued interest and (b) issuance of 1,150,895 restricted shares of the Companys common stock. |
| * | The Consolidation Note is unsecured. |
Effective December 30, 2016, the Company and Liberty further
amended the Consolidated Note. In connection with the execution
of this amendment, the Company made a payment to Liberty in the
amount of $50,000 in cash and $287,724 by the issuance of
1,150,895 restricted shares of the Companys common stock. Under
the terms of this amendment the remaining principal amount of the
Consolidated Note ($50,000) and interest that accrues on the
Consolidation Note after May 5, 2016 shall be due in a single
balloon payment on February 28, 2017. A copy of the amendment to
the Consolidation Note is being filed as Exhibit 10.1 hereto.
Because the amount of indebtedness now owed to Liberty is no
longer material to the Company, the Company does not expect to
report any further changes with respect to such indebtedness on
any future Current Report on Form 8-K.
Item 2.03Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information included in Item 1.01 of this Report is also
incorporated by reference into this Item 2.03 of this Report to
the extent necessary.
ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES
The information included in Item 1.01 of this Report is also
incorporated by reference into this Item 3.02 of this Report.
The issuance of the Companys shares described in Item 1.01 of
this Report is claimed to be exempt to Section 4(2) of the
Securities Act and Rule 506(b) of Regulation D under the Act. No
advertising or general solicitation was employed in offering
these securities. The offering and sale was made to only one
person believed to be an accredited investor, and subsequent
transfers were restricted in accordance with the requirements of
the Act.
None of the securities the issuance of which is described in Item
1.01 of this Report were registered under the Securities Act, and
none may be offered or sold in the United States in the absence
of an effective registration statement or exemption from
registration requirements.
Item 9.01Financial Statements and Exhibits.
| (c) | Exhibits. |
| Exhibit Number | Exhibit Title |
| 10.1 |
Eighteenth Amendment dated December 30, 2016 to Consolidated Promissory Note by and between the Company and Liberty Petroleum Corporation. |
About DISCOVERY ENERGY CORP. (NYSE:LMT)
Lockheed Martin Corporation is a global security and aerospace company. The Company is engaged in the research, design, integration and sustainment of advanced technology systems, products and services. It operates in five segments: Aeronautics; Information Systems & Global Solutions (IS&GS); Missiles and Fire Control (MFC); Mission Systems and Training (MST), and Space Systems. Its Aeronautics segment is engaged in the development, manufacture, support and upgrade of advanced military aircraft. The IS&GS provides network-enabled situational awareness and integrates global systems to help its customers gather, analyze and securely distribute critical data. Its MFC segment provides air and missile defense systems, and logistics services. Its MST segment provides manufacture, service and support for various military and civil helicopters. Its Space Systems segment is engaged in the design, engineering and production of satellites. DISCOVERY ENERGY CORP. (NYSE:LMT) Recent Trading Information
DISCOVERY ENERGY CORP. (NYSE:LMT) closed its last trading session up +0.36 at 253.67 with 1,667,668 shares trading hands.
