Discovery Energy Corp. - Quarter Report: 2019 November (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

For the quarterly period ended November 30, 2019

For the transition period from                          to          

Commission file number 000-53520

DISCOVERY ENERGY CORP.

(Exact Name of Registrant as Specified in Its Charter)

One Riverway Drive, Suite 1700, Houston, Texas 77056

(Address of principal executive offices)

713-840-6495

(Registrant’s telephone number)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [  ] No [X]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes[  ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 153,840,396 as of January 16, 2020.

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

Discovery Energy Corp.

Consolidated Balance Sheets

(Unaudited)

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

Discovery Energy Corp.

Consolidated Statements of Operations and Comprehensive Loss

For the Three and Nine Months Ended November 30, 2019 and 2018

(Unaudited)

The accompanying notes are an integral part of these unaudited interim financial statements.

Discovery Energy Corp.

Consolidated Statements of Shareholders’ Equity (Deficit)

For the Three and Nine Months Ended November 30, 2019 and 2018

(Unaudited)

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

Discovery Energy Corp.

Consolidated Statements of Cash Flows

For the Nine Months Ended November 30, 2019 and 2018

(Unaudited)

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

Discovery Energy Corp.

Notes to the Consolidated Financial Statements

(Unaudited)

1. Nature of Operations

The principal business of Discovery Energy Corp. (“Company”) is the exploration and development of the 584,651 gross acres (914 sq. miles) in South Australia (“Prospect”) covered by Petroleum Exploration License PEL 512 (“License”). In May 2012, the Company incorporated a wholly-owned Australian subsidiary, Discovery Energy SA Ltd., for the purpose of acquiring a 100% working interest in the License. On May 25, 2016, its status changed from a public to a private legal entity and its name to Discovery Energy SA Pty Ltd. (“Subsidiary”). To date, the Company has not determined whether or not the Prospect, which overlies portions of the Cooper and Eromanga basins, contains any crude oil and/or natural gas reserves that are economically recoverable. While the Company’s present focus is on the Prospect, it may consider pursuing other attractive crude oil and/or natural gas exploration opportunities.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules of the U.S. Securities and Exchange Commission (“SEC”).

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and the Subsidiary. Inter-company transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of these financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation. As of November 30, 2019, approximately $800 of the Company’s cash balances were uninsured. The Company has not experienced any losses on such accounts.

Oil and Gas Property and Exploration Costs

The Company is in the exploration stage of evaluating the Prospect and has not yet realized any revenues from its operations. It applies the successful efforts method of accounting for crude oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, delay rentals and exploratory overhead are expensed as incurred. Costs to acquire mineral interests in crude oil and/or natural gas properties, drill and equip exploratory wells that find proved reserves and drill and equip development wells are capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period and transferred to proven crude oil and/or natural gas properties to the extent associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment, based on the Company’s current exploration plans, and a valuation allowance is provided if impairment is indicated. Capitalized costs from successful exploration and development activities associated with producing crude oil and/or natural gas leases, along with capitalized costs for support equipment and facilities, are amortized to expense using the unit-of-production method based on proved crude oil and/or natural gas reserves on a field-by-field basis, as estimated by qualified petroleum engineers.

Long-lived Assets

The carrying values of long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Fair Value of Financial Instruments and Derivative Financial Instruments

The carrying amounts of cash, receivables, accounts payable, accrued liabilities and shareholder loans approximate their fair values due to the short maturity of these items. Certain fair value estimates may be subject to and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments in the management of its foreign exchange, commodity price, and/or interest rate market risks.

Income Taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in these financial statements and those reported for income tax purposes. The Company uses the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is not more likely than not.

The Tax Cuts and Jobs Act of 2017 was signed into law on December 22, 2017. The law includes significant changes to the U.S. corporate income tax system, including a federal corporate rate reduction from 34% to 21%. In accordance with ASC 740, the impact of a change in the tax law is recorded in the period of enactment.

The Company accounts for uncertain income tax positions by recognizing in the financial statements, the impact of a tax position, if that position is more likely than not of being sustained on examination by taxation authorities, based on the technical merits of the position.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated using exchange rates prevailing at the balance sheet date. Non-monetary assets are translated at historical exchange rates, and revenue and expense items at average rates of exchange prevailing during the period. Differences resulting from translation are presented in equity as accumulated other comprehensive income (loss). Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian and Australian dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Fair Value Considerations

Historically, the Company followed Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” as amended by FASB Financial Staff Position (“FSP”) No. 157 and related guidance. These provisions relate to the Company’s financial assets and liabilities carried at fair value and the fair value disclosures related to financial assets and liabilities. ASC 820 defines fair value, expands related disclosure requirements, and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, assuming the transaction occurs in the principal or most advantageous market for that asset or liability.

There are three levels of inputs to fair value measurements - Level 1, meaning the use of quoted prices for identical instruments in active markets; Level 2, meaning the use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable; and Level 3, meaning the use of unobservable inputs. The Company uses Level 1 inputs for its fair value measurements whenever there is an active market, with actual quotes, market prices, and observable inputs on the measurement date. The Company uses Level 2 inputs for fair value measurements whenever there are quoted prices for similar securities in an active market or quoted prices for identical securities in an inactive market. The Company uses observable market data whenever available.

In accordance with ASC 815-40-25 and ASC 815-10-15 “Derivatives and Hedging” and ASC 480-10-25 “Liabilities-Distinguishing Liabilities from Equity”, the embedded derivative associated with the convertible note payable and warrant were accounted for as liabilities during the term of the related note payable and warrant as of February 28, 2018.

In July 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down round features. The amendments require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The standard was adopted as of March 1, 2018.

Loss Per Share

Basic Earnings Per Share (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

For the three and nine months ended November 30, 2019 and 2018, the following share equivalents related to convertible debt and warrants to purchase shares of common stock were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive.

Comprehensive Income (Loss)

The Company recognizes currency translation adjustments as a component of comprehensive income (loss).

Recent Accounting Pronouncements

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Company adopted this standard on March 1, 2019, and determined that it had no receipts or payments meeting the criteria of the ASU. Therefore, the adoption had no impact on the Company’s November 30, 2019 consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The new lease guidance supersedes Topic 840. The core principle of the guidance is that entities should recognize the assets and liabilities that arise from leases. Topic 840 does not apply to leases to explore for or use minerals, oil, natural gas and similar nonregenerative resources, including the intangible right to explore for those natural resources and rights to use the land in which those natural resources are contained. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements”, which provides entities with an alternative modified transition method, for which, comparative periods, including the disclosures related to those periods, are not restated.

In addition, the Company elected practical expedients provided by the new standard whereby, the Company has elected to not reassess its prior conclusions about lease identification, lease classification, and initial direct costs and to retain off-balance sheet treatment of short-term leases (i.e., 12 months or less and does not contain a purchase option that the Company is reasonably certain to exercise). As a result of the short-term expedient election, the Company has no leases that require the recording of a net lease asset and lease liability on the Company’s consolidated balance sheet or have a material impact on consolidated earnings or cash flows as of November 30, 2019. Moving forward, the Company will evaluate any new lease commitments for application of Topic 842.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down round features. The amendments require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The Company adopted the standard as of March 1, 2018.

The Company does not anticipate that the adoption of other recently issued accounting pronouncements will have a significant impact on its financial statements.

3. Going Concern

These financial statements were prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception, and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity or debt financing to continue operations, successfully develop the Prospect and/or obtain producing properties, with a goal of attaining profitable operations. The Company is currently attempting to complete a significant financing, and in this connection might (a) place a significant amount of additional debentures similar to those described below, (b) secure an alternative financing arrangement, possibly involving the Company’s equity securities, or (c) some combination of (a) and (b). The Company has no assurance that it will be able to raise significant additional funds to develop the Prospect or the additional funds needed for general corporate purposes.

As of November 30, 2019, the Company had not generated any revenues and had an accumulated loss of $24,177,745 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

4. Oil and Gas Properties

The License covers 584,651 gross acres (914 sq. miles) in the State of South Australia. The License grants a 100% working interest in the preceding acreage, which overlies portions of the Cooper and Eromanga basins.

On October 26, 2012, a 100% interest in the License was officially issued to the Subsidiary.

On May 19, 2014, the Company received notice from the Government of South Australia that it had issued certain modifications to the License and had suspended the License for a period of six months. Such a suspension functions like an extension. Under the amended License, the Company is required to drill 7 exploratory wells rather than 12, as originally required. The 7 required wells must be drilled in years 3, 4, and 5 (2, 2, and 3 wells, respectively). The amount of required 2D seismic was also reduced to 62 miles (100 km.) in year 3 from 155 miles (250 km.) in year 2 but the total 3D seismic work guarantee increased to 193 sq. miles (500 sq. km.) from 154 sq. miles (400 sq. km.). However, the 3D seismic survey requirement is spread over three years with 39 sq. miles (100 sq. km.) in year 2, 77 sq. miles (200 sq. km.) in year 3 and 77 sq. miles (200 sq. km.) in year 4. Subsequent to this modification and suspension, the Company received two additional six-month suspensions, one in February 2015 and one in July 2015 (this additional suspension commenced upon the conclusion of the suspension received in February 2015). In February 2016, the Company received a third additional suspension, which was for one year and which commenced upon the conclusion of the suspension received in July 2015. Combined, these three additional suspensions amount to an accumulated total suspension of two years.

On June 22, 2016, the Company terminated the February 2016 License suspension in preparation for a 3D seismic survey (the “Survey”) that was comprised of approximately 69 sq. miles (179 sq. km.) on the southwest portion of the Prospect. After archaeological and environmental reviews of the survey area, fieldwork by the seismic contractor began on July 26, 2016. The Survey and field work were completed on October 30, 2016 and the License was suspended again on November 1, 2016.

In July 2017, the License suspension was lifted in order to conduct a Work Area Clearance Survey (“WAC”) of several potential drill sites located in the southern portion of the License. After completing the Survey, the Company requested and received four additional six-month suspensions, one in July 2017, one in June 2018 and one in February 2019 resulting in a new expiration date of April 30, 2022.

As a result of the activities, modifications and suspensions described above, the remaining work commitments are now as follows:

Discovery does not believe that it will be able to complete its Year 3 Commitment obligations by their due date of April 30, 2020. Accordingly, Discovery expects to seek an extension of such obligations prior to the due date. While Discovery has to date been successful in obtaining such extensions, it has no assurance that any further extensions will be obtained. The failure to obtain the required extension will materially and adversely impact Discovery. See the section captioned “Liquidity and Capital Resources - Consequences of a Financing Failure” below

In four transactions, the Company acquired portions of the royalty interest associated with the PEL 512 License so that the Company now owns an aggregate 5.0% royalty interest, while the previous holders of the original 7.0% royalty interest continue to hold a 2.0% royalty interest.

On October 18, 2019, DESAL entered into a farmout agreement (the “Farmout Agreement”) and a joint operating agreement with WESI PEL 512 Pty Ltd, an unrelated third party company formed under the laws of New South Wales, Australia (“WESI”). Under the Farmout Agreement, WESI agreed to pay AU$2.5 million upfront cash payment to the Company in exchange for a 50% working interest in a specified 182,364 gross acre section of the Company’s Prospect. WESI will be responsible for 100% of the cost of a defined development work program for this section of the Prospect up to a maximum amount of AU$30.5 million. No accounting related to the Farmout Agreement is reflected in any of the financial statements comprising a part of this Report until such time as when the cash consideration has been paid to the Company. As of the filing of these financial statements, the Company has not yet received this cash.

5. Related Party Transactions

As of November 30, 2019 and February 28, 2019, the Company owed $765,420 and $149,190, respectively, to certain Company directors for accrued compensation and reimbursement of expenses paid on behalf of the Company.

During fiscal year 2019, the Company entered a verbal agreement with Keith D. Spickelmier, the Company’s Chairman of the Board, as a contractor. The Company paid a consulting fee for the nine months ended November 30, 2019 of $52,000.

During fiscal year 2019, the Company entered into a verbal consulting agreement with an affiliated entity owned by Keith McKenzie, the Company’s Chief Executive Officer. Initially, varying amounts of consulting fees were paid depending on the type and amount of services provided. Since September 2018, a set monthly fee of $5,000 has been paid.

On April 15, 2019, the Board of Directors of the Company approved an award of shares of the Company’s common stock to several of the Company’s officers, each of whom is also a director of the Company. In approving these awards, each director abstained from participating in the consideration and approval of such director’s own award. The shares were awarded for services provided to the Company as officers over the past seven years, and were made pursuant to the Company’s 2012 Equity Incentive Plan. The awarded shares were fully vested at the time of the award and can be immediately sold, subject to applicable federal securities law restrictions on such sales. The following table provides information about the officers receiving an award and the number of shares awarded:

The fair value of these shares was $500,000 based on the market price of $0.20 per share on the grant date.

6. Convertible Debentures Payable

From May 27, 2016 through November 30, 2019, the Company issued eleven rounds (I thru XI) of senior secured convertible debentures, the proceeds of which have funded the initial 3D seismic survey with respect to the Prospect, the interpretation of seismic data acquired, expenses associated with the seismic survey, costs associated with the debenture issuances, and general and administrative expenses. The debentures are secured by virtually all of the Company’s assets owned, directly or indirectly, but for the License. As discussed elsewhere, the Company may in the future sell additional senior secured convertible debentures having the same terms as those currently outstanding. The table below provides a summary of the senior secured convertible debentures issued through November 30, 2019 and related debt discount and amortization details.

The Company recognized $394,846 and $364,671 in debt discount amortization related to all of the debentures during the three months ended November 30, 2019 and 2018, respectively. The Company recognized $1,159,837 and $1,054,504 in debt discount amortization related to all of the debentures during the nine months ended November 30, 2019 and 2018, respectively.

7. Derivative Liabilities

Historically, the Company accounted for certain instruments as derivative instruments in accordance with FASB ASC 815-40, Derivative and Hedging – Contracts in Entity’s Own Equity. This was due to the debentures and related warrants issued by the Company containing a price-reset provision. The Company measured its derivative liability at fair value and recognized the derivative value as a current liability and recorded the derivative value on its consolidated balance sheet. Changes in the fair values of the derivative were recognized as earnings or losses in the current period in other income (expenses) on the consolidated statement of operations and other comprehensive income (loss).

As of March 1, 2018, the Company early adopted ASU 2017-11, which revised the guidance for instruments with price-reset provisions. As such, the Company treats outstanding warrants as free-standing equity-linked instruments that are recorded to equity in the consolidated balance sheet as of March 1, 2018.

The impact of the adoption was as follows:

8. Commitments and Contingencies

Office Lease

Change in Accounting Policy. The Company adopted ASU No. 2016-02, “Leases (Topic 842)” and ASU NO. 2018-11, “Leases (Topic 842): Targeted Improvements”, March 1, 2019, using the alternative modified transition method, for which, comparative periods, including the disclosures related to those periods, are not restated as of March 1, 2019. Refer to Note 2 – Summary of Significant Accounting Policies above for additional information.

The Company leases virtual office space in Houston, Texas, with a 4-month term ending March 31, 2020 for $193 per month and has a remaining obligation as of November 30, 2019 of $772. The Subsidiary leases virtual office space in Melbourne, Australia, on a month-to-month basis for AU$175. The Company’s server space is also leased on a month-to-month basis for CA$500 inside the office of Keith McKenzie, an officer and director of the Company.

During the three months ended November 30, 2019 and 2018, the Company incurred lease expense of $2,024 and $3,439, respectively, for the combined leases. For the nine months ended November 30, 2019 and 2018, the Company incurred lease expense of $7,393 and $8,728, respectively, for the combined leases.

9. Shareholders’ Deficit

On April 15, 2019 and July 26, 2019, the Company issued 3,700,000 and 250,000 shares of its common stock, respectively, for services at a fair value of $0.20 and $0.25 per share, respectively, to certain officers, board members, employees and professional service providers, based on the stock price on the date of grant with a total grant date fair value of $802,500 (of which 2,500,000 shares were issued to the certain related parties as discussed in Note 5).

Additionally, the Company received gross proceeds of $350,000 from the private placement of 1,400,000 shares of common stock during the nine months ended November 30, 2019 at a price of $0.25 per common share.

Warrants

The table below presents information about the Company’s outstanding warrants as of February 28, 2019 and November 30, 2019. Pursuant to debenture agreements dated May 27, 2016 and August 16, 2016, warrants to purchase 13,875,000 shares of the Company’s common stock had an original expiration date of May 27, 2019. On May 27, 2019, the Company entered into agreements to extend the related expiration dates to July 27, 2019. As a result of the modification, the Company recorded additional expense of approximately $365,000 for the incremental fair value of the warrants, calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) risk free interest rate of 2.35%, (2) expected life of 2 months, (3) expected volatility of 80%, and (4) zero expected dividends. On July 27, 2019, the Company entered into agreements to further extend the related expiration dates to December 31, 2019. As a result of the modification, the Company recorded additional expense of approximately $371,000 for the incremental fair value of the warrants, calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) risk free interest rate of 2.1%, (2) expected life of 5 months, (3) expected volatility of 80%, and (4) zero expected dividends. The expense related to these modifications was included in general and administrative expense on the statement of operations.

No expense was recorded by the Company for the incremental fair value of the warrants due to the early adoption of ASU 2017-11 as noted in Footnote 2.

Warrant activity during the nine months ended November 30, 2019 is as follows:

The intrinsic value of warrants outstanding at November 30, 2019 and February 28, 2019 was $5,718,375 and $-0-, respectively.

10. Subsequent Events

On December 3, 2019, the Company sold 250,000 shares of common stock, at a price of $0.20 per common share, to a private investor in exchange for gross proceeds of $50,000 pursuant to private placements.

On December 31, 2019, the Company entered into agreements to further extend the warrants dated May 27, 2016 and August 16, 2016 to February 29, 2020.

Item 2. Management’s Discussion and Analysis.

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Discovery that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “might,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in Discovery’s other Securities and Exchange Commission filings. The following discussion should be read in conjunction with Discovery’s financial statements and related notes thereto included elsewhere in this report.

General

Discovery Energy Corp. (“Discovery”) was incorporated under the laws of the state of Nevada on May 24, 2006 under the name “Santos Resource Corp”. Discovery’s current business is the exploration and development of the 584,651 gross acres (914 sq. miles) area in South Australia (“Prospect”) held under Petroleum Exploration License PEL 512 (“License”). In May 2012, Discovery incorporated a wholly owned Australian subsidiary, Discovery Energy SA Ltd. (“DESAL”), for the purpose of acquiring a 100% working interest in the License. Discovery is in the initial exploration phase of determining whether or not the Prospect contains economically recoverable volumes of crude oil, natural gas and/or natural gas liquids (collectively “Hydrocarbons”). Although Discovery’s primary focus is on exploration and development of the Prospect, Discovery has received information about, and has had discussions regarding, the possible acquisition of or participation in additional Hydrocarbons opportunities. None of these discussions has led to an agreement in principle.

Recent Events

Farmout Agreement. On October 18, 2019, DESAL entered into a farmout agreement (the “FOA”) and a joint operating agreement (the “JOA”) with WESI PEL 512 Pty Ltd, a company formed under the laws of New South Wales, Australia (“WESI”). The FOA pertains to a 182,364 gross acre subsection of the Prospect (the “Section”). Discovery’s management has been advised that WESI is a recently formed entity that plans on becoming a public entity by undertaking a reverse merger with an existing company traded on the Australian Stock Exchange.

As discussed below, the FOA requires WESI to deliver to DESAL AU$2.5 million as “Cash Consideration.” The deadline by which WESI must remit this Cash Consideration has passed, and WESI failed to remit this amount. Although the FOA provides that it terminates automatically upon WESI failure to remit timely this Cash Consideration, Discovery continues to explore the possibility of completing a transaction on the terms, provisions and conditions contained in the FOA. Discovery has no assurance that it will complete such a transaction, and Discovery could terminate further discussions with WESI at any time. The following disclosure describes the terms, provisions and conditions contained in the FOA and the JOA, as these are the same upon which Discovery remains committed in an attempt to complete a transaction. Any final termination of discussions with WESI will be reported in a separate filing.

Under the FOA, DESAL is to assign to WESI one-half of DESAL’s 100% working interest in the South and Lycium blocks (collectively, the “Section”) of the Prospect. The assignment to WESI is referred to hereinafter as the “Assignment.” The South and Lycium blocks comprise an aggregate of 182,364 gross acres of the Prospect. Immediately after the Assignment, each of DESAL and WESI will own a 50% working interest in the Section. DESAL will continue to own a 100% working interest in a third block forming a portion of the Prospect and comprising an aggregate of 402,287 gross acres of the Prospect. DESAL and WESI have agreed to work together in good faith and use reasonable efforts to find a mutually satisfactory means to implement the preceding arrangement beyond the terms of the FOA.

In consideration of the Assignment, WESI (a) is to pay to DESAL AU$2.5 million in cash (the “Cash Consideration”) and (b) will be responsible for all investment expenditures of oil and gas exploration and development activities on the Section contemplated by an agreed work program and budget (including those for which DESAL would otherwise be responsible) up to a maximum of AU$30.5 million, excluding certain amounts (WESI’s obligations described in this (b) are referred to hereinafter as the “E&D Expenditure Obligations”). After WESI has satisfied its E&D Expenditure Obligations, DESAL and WESI will bear the investment expenditures of further exploration and development activities pro rata based on their respective working interests, except as otherwise described below. To secure the E&D Expenditure Obligations, WESI is obligated to obtain certain surety bonds, payable to DESAL after any WESI default. Under the agreements, DESAL and WESI will bear production and sales expenses pro rata based on their respective working interests. For this consideration, WESI will receive from Discovery a 50% working interest in the Section.

WESI will act as contract operator with respect to the Section for the sole and limited purposes of conducting, carrying out and satisfying in full the agreed work program and budget. DESAL shall remain the named operator for all other purposes, including maintaining its status as operator of record. WESI could become the full operator with respect to the Section after it has fully satisfied its E&D Expenditure Obligations.

After WESI has satisfied its E&D Expenditure Obligations, DESAL in its discretion may request that WESI extend DESAL’s carried position by WESI permanently being responsible for all investment expenditures of further exploration and development activities. If WESI accepts this request, the following results will occur:

DESAL’s obligations under the FOA are subject to certain customary conditions precedent, one of which is WESI’s payment to DESAL of the Cash Consideration, which WESI has not timely done.

Further information about the FOA and JOA can be found in Discovery’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 24, 2019.

Reverse Stock Split Authorization. Moreover, during the quarter ended November 30, 2019, Discovery’s stockholders overwhelmingly approved a proposed amendment of Discovery’s First Amended and Restated Articles of Incorporation to effect a reverse stock split (the “Reverse Stock Split”) of Discovery’s common stock, $.001 par value per share (the “Common Stock”), within a range from 1-for-15 to 1-for-25, with the exact ratio of the Reverse Stock Split to be determined by Discovery’s Board of Directors. There currently is no plan to implement the Reverse Stock Split. Implementation might proceed in connection with a capital raising transaction or the inclusion of the Common Stock in a trading market requiring a higher trading price than the current trading price of the Common Stock, such as the Nasdaq Capital Market and the NYSE American. In the absence of these events, Discovery expects that it will not implement the Reverse Stock Split. Stockholder approval of the Reverse Stock Split will expire on November 8, 2020.

Australian Wildfires. As extensively reported, Australia is experiencing worse than expected, annual wildfires, but these fires are nowhere near our acreage position in PEL-512 in South Australia. The wildfires are more than 1,000 miles away and there is no impact to Discovery properties. Furthermore, we do not foresee any impact financially or to the Company’s license and drilling plans from this natural disaster.

Historical Milestones

To date, Discovery has achieved the following milestones:

Current Primary Activity

Discovery’s current primary activity is to complete either a major financing or a major joint venture relationship, or both, so that it can execute the remaining work on the Prospect’s five-year work commitment (the “Commitment”) as described below, and develop the Prospect.

The License is subject to a Commitment, which imposes certain financial obligations on Discovery. In management’s view, the geotechnical work completed in Years 1 and 2 of the Commitment was sufficient to satisfy the License requirements for those two years. Required reports in connection with these activities were timely filed.

Over the last several years, a number of extensions and modifications of the Commitment have been granted. The current remaining Commitment is as follows:

Discovery does not believe that it will be able to complete its Year 3 Commitment obligations by their due date of April 30, 2020. Accordingly, Discovery expects to seek an extension of such obligations prior to the due date. While Discovery has to date been successful in obtaining such extensions, it has no assurance that any further extensions will be obtained. The failure to obtain the required extension will materially and adversely impact Discovery. See the section captioned “Liquidity and Capital Resources - Consequences of a Financing Failure” below.

Discovery needs a significant amount of capital to fulfill its obligations under the Commitment. Moreover, the Debentures mature in May 2021, and Discovery will need to raise additional funds or generate sufficient revenues through Hydrocarbons production to timely repay the Debentures. Discovery’s capital requirements and financing activities are described in the section captioned “Liquidity and Capital Requirements” below. The success of the initial phase of Discovery’s plan of operations depends upon Discovery’s ability to obtain additional capital or enter into a suitable joint venture arrangement in order to acquire additional seismic data and successfully drill Commitment wells. Failure to obtain required additional capital or enter into a suitable joint venture arrangement will materially and adversely affect Discovery and its stockholders in ways that are discussed in the section captioned “Liquidity and Capital Resources - Consequences of a Financing Failure” below. Discovery cannot provide assurance that it will obtain the necessary capital and/or enter into a suitable joint venture agreement.

Results of Operations

Results of operations for the three- and nine-month periods ended November 30, 2019 and 2018 are summarized in the table below:

Operating expenses for the three- and nine-month periods ended November 30, 2019 and 2018 are summarized in the table below:

Results of Operations for the Three-Month Periods Ended November 30, 2019 and 2018

Revenues. Discovery did not earn any revenues for either the quarter ended November 30, 2019, or the similar period in 2018. Sales revenues are not anticipated until such time as the Prospect has commenced commercial production of Hydrocarbons. As Discovery is presently in the exploration stage of its operations, no assurance can be provided that commercially exploitable levels of Hydrocarbons on the Prospect will be discovered, or if such resources are discovered, that the Prospect will commence commercial production.

Operating Expenses. Operating expenses increased by $22,000 (5%) in the third quarter ended November 30, 2019 when compared to the same quarter in 2018. This increase reflects an approximately $115,000 decrease in cash costs, primarily for third party services, which was more than offset by the recognition of approximately $190,000 in deferred staff compensation expense, a non-cash item. 

Results of Operations for the Nine-Month Periods Ended November 30, 2019 and 2018

Revenues. Discovery did not earn any revenues for either the nine months ended November 30, 2019 or the similar period in 2018. Sales revenues are not anticipated until such time as the Prospect has commenced commercial production of Hydrocarbons. As Discovery is presently in the exploration stage of its plan, no assurance can be provided that commercially exploitable levels of Hydrocarbons on the Prospect will be discovered, or if such resources are discovered, that the Prospect will commence commercial production.

Operating Expenses. Operating expenses increased by approximately $1.7 million (140%) in the nine months period ended November 30, 2019 when compared to the same period in the prior year. Cash expenses decrease by approximately $342,000 due to a reduction in exploration costs of $186,000 (completed interpretation and analysis of Nike 3D seismic survey data) and a decrease in cash general and administrative expenses of approximately $156,000 (primarily reduced third party services). However, non-cash expenses increased by approximately $2.0 million made up of the following:

Cash Flows for the Nine-Month Periods Ended November 30, 2019 and 2018

Cash Used in Operating Activities: Operating activities for the nine-month ended November 30, 2019 used cash of $753,041, compared to $1,075,758 for the nine-month ended November 30, 2018, primarily due to a 81% decrease in exploration costs resulting from the completion of most geological and geophysical analysis activities in the nine-month ended November 30, 2019.

Cash Used in Investing Activities: No cash was used for investing activities during the nine months ending in November 30, 2019 and November 30, 2018.

Cash Provided by Financing Activities: Financing activities totaled $350,000 during the nine-month period ended November 30, 2019 resulting from the private placement of 1,400,000 common shares at a price of $0.25 per common share. Financing activities totaled $1,350,000 for the nine-month period ended November 30, 2018. This is due to the sale of additional Debentures with an aggregate original principal amount of $350,000 and gross proceeds of $1,040,000 from the private placement of 5,200,000 common shares during the nine months ended November 30, 2018 at a price of $0.20 per common share, net of associated costs of $40,000.

Off-Balance Sheet Arrangements

Discovery has no off-balance sheet arrangements.

Liquidity and Capital Resources

General

The discussion contained in this section does not take into account the possible completion of the proposed farmout transaction with WESI. If this transaction were completed, we believe that our liquidity and capital resources would be materially improved. However, we have no assurance that this transaction will be completed, and no one should rely on the completion of this transaction.

Financing History and Immediate, Short-Term Capital Needs

Early Financings. From January 2012 through May 27, 2016, business activities were financed primarily through private placements of Common Shares. During that period, several rounds of equity financing were conducted which raised total “seed” capital in the amount of $2,723,750 resulting in the issuance of 19,657,501 Common Shares. Moreover, from time to time, members of management provided short-term bridge funding. These advances were repaid out of proceeds from the Debentures financings described below.

Debentures Financings. Beginning in May 2016 and continuing through August 2018, Discovery relied on a series of Debenture placements (debt instruments convertible into Common Shares). The 14 Debentures comprising this series were issued pursuant to a Securities Purchase Agreement executed on May 27, 2016. Debentures having an aggregate original principal amount of $6,850,000 have been placed. In conjunction with certain Debentures, Warrants were issued that grant the related Holder the right to purchase up to a maximum of 19,125,000 Common Shares at an initial per-Common Share exercise price of $0.20.

Each of the Debentures includes the following features:

Each of the Warrants includes the following features:

The largest Holder of Debentures has the right to have elected to the Board of Directors (“Board”) one nominee. To date this Holder has not exercised this right.

Moreover, persons holding a majority of the outstanding Debentures have the right to require Discovery to register with the SEC the resale of the Common Shares into which Debentures can be converted, the Common Shares that can be acquired upon the exercise of the Warrants and possibly other Common Shares.

The proceeds from the Debenture placements were generally used to fund the acquisition, processing and interpretation of the Nike 3D Survey data and payment of Discovery’s and the Holders’ expenses associated with the placements. A portion of these proceeds were used to retire all of the then outstanding indebtedness, and to acquire a 5.0% overriding royalty interest relating to the Prospect. Funds were also used for payment of general and administrative expenses. In addition to the preceding, a portion of the proceeds was used to pay a geophysical advisor.

More Recent Equity Placements. Beginning in November 2016 and continuing through the date of this Report, Discovery closed on a series of equity placements in which an aggregate of 8.3 million Common Shares were issued for an aggregate purchase price of $1,730,000.

Available Cash. As of November 30, 2019, Discovery had cash of approximately $79,448 and had negative working capital of about $2,504,776. As of January 5th, 2020, Discovery had approximately $54,000 of cash on-hand. Management believes that the cash on hand, as of the preceding date, will be sufficient to finance general and administrative expenses through March 31, 2020 although no assurance of this can be provided. However, this amount of cash will be insufficient to allow Discovery to fulfill its Commitment obligations in a timely manner. A plan for financing these obligations is discussed below. Management intends to finance all of the general and administrative expenses beyond available cash on hand through private placements of Discovery’s Common Shares undertaken from time to time, until such time as a major financing or cash flow provides funds for general and administrative expenses. Currently, Discovery’s goal is to raise up to $5 million through a private placement now being undertaken. If successful in raising $5 million in the private placement, it is estimated that the related net proceeds will be sufficient to finance general and administrative activities through December 31, 2020. However, no assurance can be given that the amounts will be adequate. Moreover, no assurance can be provided of successfully raising any additional funds for this purpose. Furthermore, as previously stated, the funds from private placement(s) will not be sufficient to satisfy the Commitment for future years in any meaningful way.

Long-Term Capital Needs

The five-year Commitment relating to the License imposes certain obligations on Discovery. The work requirements of the first two years, which included geotechnical studies and the Nike 3D Survey, have been completed and reports and certain work materials have been submitted as required by the South Australian government. Going forward, additional funds will be required to meet the seismic and drilling obligations of License Years 3, 4 and 5. Working capital will also be needed to satisfy general and administrative expenses. Between December 2019 and April 2022, it is estimated that Discovery will need to raise an additional $20 million to have sufficient capital to meet the remaining Commitment specified in the License and fund operations. Net revenues produced from successful wells could provide some of the funds required to meet these capital needs. However, no assurance can be given that this or any other amount of financing will be obtained or that sufficient revenue will be realized. 

If initial wells are successful, work will continue with a full development plan, the scope of which is now uncertain but will be based on technical analysis of seismic data, drilling and log reports, production history and cost estimates. However, all of the preceding plans are subject to the availability of sufficient funding and the receipt of all governmental approvals. Without sufficient available funds to undertake these tasks, additional financings or a joint venture partner will be required.

Failure to procure a joint venture partner or raise additional funds will preclude Discovery from pursuing its business plan and expose Discovery to the loss of the License. Moreover, if the business plan proceeds as described, but the initial wells do not prove to hold sufficient producible reserves, Discovery could be forced to cease its initial exploration efforts on the Prospect.

Major Financing Efforts and Other Sources of Capital

Discovery’s capital strategy has been, and continues to be, a single major capital raising transaction to provide sufficient funds to satisfy its capital needs for a number of years to come. While management has not completely abandoned this strategy, Discovery has shifted its emphasis in an effort to engage in one or more smaller capital raising transactions to provide sufficient funds to satisfy ongoing and future capital needs. Discovery has issued Debentures having an aggregate original principal amount of $6,850,000. Discovery’s plan for financing its future general and administrative expenses is described in the section captioned “Financing History and Immediate, Short-Term Capital Needs - Available Cash” above. Discovery’s plan for financing the Commitment is described in the following paragraph.

The interpretation and analysis of Discovery’s geological data resulted in an inventory of more than 30 leads judged to be potential areas of crude oil accumulations. These initial prospective locations were prioritized, and the results are being presented to prospective investors with a view to securing the capital to commence Discovery’s initial drilling program and to prospective joint venture partners with a view to securing a farm-out arrangement. Discovery needs to complete a major capital raising transaction or joint venture arrangement or some combination of the two to continue moving its business plan forward. In the interim, Discovery is continuing efforts to raise comparably smaller amounts of capital to cover general and administrative expenses. Discovery has no assurance that it will be able to raise sufficient funds.

Sales from production as a result of successful exploration and drilling efforts would provide Discovery with incoming cash flow. Proved reserves would most likely increase the value of Discovery’s rights in the Prospect. This, in turn, should enable Discovery to obtain bank financing (after the wells have produced for a sufficient period of time to satisfy lender requirements). Both of these results would enable Discovery to continue with its development activities. Significant positive cash flow is a critical long-term success factor for Discovery’s plan of operations. Management believes that, if Discovery’s plan of operations successfully progresses, sufficient cash flow and debt financing will be available for purposes of pursuing the plan of operations, although Discovery can make no assurances in this regard.

Finally, to reduce required funds to be raised, Discovery might attempt to satisfy some of its obligations by issuing Common Shares, which would result in dilution in the percentage ownership interests of Discovery’s then existing stockholders and could result in dilution of the net asset value per Common Share of these existing stockholders.

Consequences of a Financing Failure

If required financing is not available on acceptable terms, Discovery could be unable to satisfy its Commitment obligations or develop the Prospect to the point that Discovery is able to timely repay the Debentures, which become due in May 2021. Failure to satisfy Commitment obligations could also result in the eventual loss of the License and the total loss of Discovery’s assets and properties. Failure to timely pay the Debentures could result in the eventual exercise of the rights of a secured creditor and the possible partial or total loss of Discovery’s assets. Failure to procure required financing on acceptable terms could prevent Discovery from developing the Prospect. If any of the preceding events were to occur, Discovery could be forced to cease operations, which could result in a complete loss of stockholders’ equity. If additional equity or debt financing or a farmout is not obtained, Discovery could find it necessary to sell some portion or all of the Prospect under unfavorable circumstances and at an undesirable price. However, no assurance can be provided that Discovery will be able to find interested buyers or that the funds received from any such partial sale would be adequate to fund additional activities. Future liquidity will depend upon numerous factors, including the success of Discovery’s exploration and development program, satisfactory achievement of Commitment obligations and capital raising activities.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including the principal executive officer (the “CEO”) and principal financial officer (the “CFO”), the evaluation of the effectiveness of the design and operation of disclosure controls and procedures pursuant to Exchange Act Rule 13a 15(e) and Rule 15d 15(e) as of the end of the period covered by this quarterly report was completed. Based on this evaluation, the CEO and CFO have determined that the lack of segregation of accounting duties as a result of limited personnel resources is a material weakness and an ineffective element of Discovery’s financial procedures. Therefore, the CEO and CFO believe that disclosure controls and procedures are not effective to ensure that information required to be disclosed by Discovery in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and that disclosure and controls designed to ensure that information required to be disclosed in Company filings or submitted under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Limitations on Effectiveness of Controls and Procedures

Company management, including the CEO and CFO do not expect that disclosure control procedures and/or internal controls will prevent all potential errors and/or all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Discovery have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the actions or inactions of one or more individuals and/or by management override of various controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving stated goals under all potential future conditions. Over time, controls could become inadequate due to changes in internal and/or external conditions, or a deterioration in the degree of staff and/or systems compliance with the standards, policies and procedures of Discovery.

Changes in Internal Controls over Financial Reporting

There have been no changes in Discovery’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, Discovery’s internal control over financial reporting.

PART II OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During November 2019, Discovery completed a private placement of 400,000 Common Shares with one investor for an aggregate purchase price of $100,000. The issuance of these securities is claimed to be exempt pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “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 were made only to an accredited investor, and subsequent transfers were restricted in accordance with the requirements of the Act. None of the securities were registered under the Act, and none of them may be offered or sold in the United States in the absence of an effective registration statement or exemption from registration requirements.

Item 6. Exhibits.

The following exhibits are filed with this Quarterly Report or are incorporated herein by reference: