UNITED STATES

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~~February 214, ~~2020~~2021

DISCOVERY ENERGY 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
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code: 713-840-6495

(Former name or 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))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

ITEM 8 1.01 ~~OTHER~~Entry ~~EVENTS.~~into a Material Defi nitive Agreement

~~Due~~On toMay ~~the~~27, ~~outbreak of the novel coronavirus (COVID-19 virus)~~2016, Discovery Energy Corp. (the “Company”) isentered into a Securities Purchase Agreement with ~~filing~~an ~~this~~initial ~~Current~~investor ~~Report~~(the on“Original ~~Form~~Purchaser”) ~~8-K~~pursuant to ~~avail~~which ~~itself~~the ofCompany anissued ~~extension~~ to ~~file~~the ~~its~~Original Purchaser ~~Annual~~some ~~Report~~of onthe ~~Form~~Company’s ~~10-K~~Senior ~~for~~Secured ~~its~~Convertible ~~fiscal~~Debentures ~~ended February~~due 29May 27, ~~2020~~2021 (~~the~~each a “~~Annual~~Debenture” and ~~Report~~collectively the “Debentures”),. ~~originally~~The ~~due~~Debentures onare ~~May~~debt ~~29,~~instruments ~~2020,~~convertible ~~relying~~into onthe anCompany’s common ~~order~~shares. ~~issued by~~Eventually a second investor was made a party to the Securities Purchase Agreement and ~~Exchange~~was ~~Commission~~also (issued Debentures. Thus far, the ~~“SEC”)~~Company onhas ~~March~~issued 25to these two investors a total of 14 Debentures having an aggregate original principal amount of $6,850,000. ~~2020~~Interest ~~pursuant~~on the Debentures to ~~Section~~date 36has ofbeen accrued and added to principal, thereby increasing the outstanding ~~Securities~~balance ~~Exchange~~on ~~Act~~the ofDebentures ~~1934~~to approximately $9,511,300 as ~~amended~~of ~~(Release~~December No31, 2020. ~~34-88318)~~Interest (will continue to be accrued until such time as the ~~“Order”)~~Debentures are repaid or converted to common shares. AsThe ~~such,~~original terms of the ~~Company~~Debentures provided that the principal ~~will~~amount beof ~~relying~~and ~~upon~~accrued interest on the ~~45-day~~Debentures ~~grace~~were ~~period~~due ~~provided~~and bypayable in a single balloon payment on or before May 27, 2021 (the “Maturity ~~Order~~Date”). toFor ~~delay~~more ~~filing~~information ofabout the ~~Annual~~Debentures, ~~Report.~~see ~~The~~the Company’s ~~will~~Quarterly ~~file~~Report ~~the~~on ~~Annual~~Form ~~Report~~10-Q byfor nothe ~~later~~fiscal ~~than~~quarter ~~July~~ended 13November 30, 2020, 45filed ~~days~~with ~~after~~ the ~~original~~U.S. ~~due~~Securities ~~date~~and ofExchange ~~the~~Commission ~~Annual~~on ~~Report~~January 14, 2021 (the “10-Q”).

In ~~view~~conjunction with certain issuances of ~~coronavirus~~the ~~(COVID-19~~Debentures, ~~virus~~warrants (“Warrants”) ~~pandemic~~were issued to the Original Purchaser that grant to it the right to purchase up to an aggregate maximum number of 19,125,000 common shares at an initial per-share exercise price of $0.20. The Warrants have been amended from time to time to extend their expiration dates (the ~~Company~~“Termination Date”). ~~intends~~Prior to ~~include~~the extension discussed below, the ~~following~~Warrants ~~Risk~~had ~~Factor~~a inTermination Date of February 28, 2021. For more information about the ~~Annual~~Warrants, ~~Report:~~see the 10-Q.

~~Pandemics~~On orFebruary ~~disease~~4, ~~outbreaks~~2021, ~~(such as~~ the ~~novel~~parties ~~coronavirus,~~to ~~also~~the ~~known~~Debentures asand ~~the~~Warrants ~~COVID-19~~entered ~~virus)~~into ~~could~~an ~~materially~~amendment ~~adversely~~to ~~affect~~them usproviding ~~in a~~for ~~vareity~~the ~~of ways.~~following:

~~Pandemics or~~* ~~disease~~The ~~outbreaks~~Maturity ~~such~~Date asof the ~~novel~~Debentures ~~coronavirus~~was ~~(COVID-19~~extended ~~virus)~~to ~~could~~December ~~materially~~31, ~~adversely~~2023. us* inThe aTermination ~~number~~Date of ~~ways. First,~~ the ~~current~~Warrants ~~pandemic~~was ~~resulted,~~also ~~and~~extended ~~future~~to ~~pandemics~~December ~~and~~31, ~~epidemics~~2023. ~~could~~* ~~result,~~The inCompany ~~economic~~agreed ~~downturns~~to ~~that~~issue ~~could~~to ~~affect~~ the ~~market for~~Original ~~our~~Purchaser ~~proposed~~(promptly ~~products.~~after ~~Transport~~May ~~restrictions~~27, ~~related~~2021) toadditional ~~quarantines~~Warrants orto ~~travel~~purchase ~~bans,~~additional orcommon ~~simply~~shares ~~declines~~at inan ~~customers~~initial ~~desire and~~per-share ~~willingness~~exercise toprice ~~travel,~~of ~~due~~$0.20. toThe ~~pandemics~~aggregate ~~and~~number ~~epidemics~~of ~~have~~additional ~~caused,~~common ~~and~~shares ~~can~~that could be ~~expected~~acquired toby ~~cause~~the ~~when~~exercise ~~they~~of ~~occur in~~ the ~~future, significant~~additional ~~declines~~Warrants inwould ~~demand~~equal ~~for~~the ~~products~~product ~~derived~~obtained ~~from~~by ~~crude~~multiplying ~~oil,~~the ~~such~~amount asof ~~gasoline~~interest capitalized and ~~jet~~added ~~fuel.~~to ~~Such~~the ~~declines~~principal ~~greatly~~balance ~~reduce not~~of ~~only~~ the ~~amount~~Debentures ofowing ~~products~~to ~~that~~the ~~can~~Original bePurchaser ~~sold~~ on anMay ~~aggregate~~27, ~~basis~~2021 (approximately $2,333,882), ~~but~~times ~~also~~3.75, with the ~~price~~estimated ~~paid~~number ~~for~~of ~~such~~additional ~~products.~~warrant ~~Such~~shares ~~results can~~being beapproximately ~~expected~~8,752,058. toThe additional Warrants would have ~~the~~an ~~following~~expiration ~~effects:~~date of December 31, 2023.

*Management believes ~~harm~~that ~~our~~the ~~financial~~extension ~~results~~of ~~(especially~~the ~~revenues~~Debentures ~~and~~under ~~profits)~~favorable ifterms, ~~and~~coupled ~~when~~with wethe ~~enter~~recent ~~into~~extension ~~commercial~~of ~~production~~the *deadlines ~~harm~~for ~~our~~the work ~~ability~~commitment toon ~~raise~~the ~~funds~~Company’s ~~(if~~South ~~needed)~~Australia ~~due~~oil toand agas ~~diminished~~prospect, ~~interest~~has inmitigated ~~investing~~many inof ~~Hydrocarbon~~the ~~exploration~~issues and ~~production~~concerns ~~companies~~affecting the inCompany ~~general~~caused *by ~~depress~~the ~~our~~effects ~~stock~~of ~~price,~~Covid-19 ~~further~~in ~~harming~~the ~~our~~U.S. ~~ability~~and ~~to raise funds~~Australia.

~~Workforce~~ITEM ~~limitations and travel restrictions resulting from pandemics or disease outbreaks and related government actions may impact many aspects of our business~~9.01 WeFINANCIAL ~~could~~STATEMENTS ~~experience~~AND interruptions of, or delays in receiving, supplies of products and services from third parties due to staffing shortages, production slowdowns or stoppages, disruptions in delivery systems, travel limitations, mass transit disruptions, and the likeEXHIBITS. If a significant percentage of persons provided employment and other contractual services to us were unable to work, including because of illness or travel or government restrictions in connection with pandemics or disease outbreaks, our operations could be materially adversely impacted.

~~Moreover, the~~(c) ~~spread~~Exhibits. ofAll ~~pandemics~~documents orpertaining ~~disease~~to ~~outbreaks~~the ~~such~~extension asof the ~~COVID-19~~Debentures ~~virus may also disrupt logistics necessary to import, export,~~ and ~~deliver~~Warrants ~~products~~will tobe usfiled orwith ~~our~~the ~~customers~~U.S. ~~Ports~~Securities and ~~other~~Exchange ~~channels~~Commission ofwhen ~~entry~~required ~~may~~by bethe ~~closed~~rules ~~or operate at only a portion of capacity, as workers may be prohibited or otherwise unable to report to work,~~ and ~~means~~regulations of ~~transporting~~this ~~products within regions or countries may be limited for the same reason~~agency.

Currently, uncertainty exists relating to the potential effect of COVID-19 on our business. Infections may become more widespread, exacerbating an already challenging environment. The extent to which any pandemic or epidemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and actions to contain the outbreak or treat its impact, such as social distancing and quarantines or lock-downs in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease.

Also, the current pandemic, and future pandemics and epidemics could hamper our efforts to provide our investors with timely information and comply with our filing obligations with the SEC.

Special Note Concerning Forward Looking Statements

This Report contains statements that constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, including, among others, the Company’s estimates relating to the completion of the Annual Report and related audit, and its ability to sustain its operations without disruptions or delays, but forward-looking statements are not guaranteed to occur and may not occur for various reasons and circumstances. You should not place undue reliance upon the Company’s forward-looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of 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.,
	(Registrant)
Date: May 21, 2020
Date: February 9, 2021	By:	/s/ William E. Begley, Jr.
	By:	/s/ William E. Begley, Jr.
		William E. Begley, Jr.,
		President

Filing Compare · Discovery Oil & Gas Inc.