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): May 29, 2013
|
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 of Incorporation) | (Commission File Number) | (IRS Employer 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
On May 29, 2013, Discovery Energy Corp. (the “Company”) entered into a letter of intent dated May 28, 2013 (the "Letter of Intent") with Global Energy International Inc. (“Global”). Although the Letter of Intent is generally non-binding, it contains certain agreements that the Company regards as material and definitive. Specifically, the Letter of Intent contains a binding agreement on the Company’s part to afford to Global the exclusive right to consider making a major investment in the Company. This exclusive right lasts until July 1, 2013. For granting this exclusive right, Global agreed to pay to the Company an initial payment of $500,000 on or before June 6, 2013, and Global agreed to pay to the Company an additional payment of $4.5 million upon certain events, but no later than July 1, 2013 in any case. If Global decides not to move forward with the transactions contemplated by the Letter of Intent or if such transactions are not completed by July 1, 2013, the Company has agreed to issue to Global 16,666,667 shares of the Company’s common stock in consideration of the payments for the exclusive right. This number of shares would constitute approximately 10.8% of the number of shares of the Company’s common stock outstanding after their issuance. Further details regarding any investment to be made by Global in the Company will be provided in the future Current Reports on Form 8-K or amendments to this Report.
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 4, 2013 | By: | /s/ Keith D. Spickelmier |
| Keith D. Spickelmier, | ||
| Chairman of the Board | ||