ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

During the months of February and March 2020, Discovery Energy Corp. (the "Company") entered into two consulting agreements and one employment agreement (singly, a "Remuneration Agreement," and collectively, the "Remuneration Agreements") with several persons serving as its directors and officers. These persons include the individuals named in the following table, who will be receiving the annual remuneration set forth in this table:





                                                  Amount of             Type of
        Name                Position         Annual Remuneration     Remuneration
Keith D. Spickelmier     Chairman of the         US$165,000               (1)
                              Board
Keith J. McKenzie       Director & Chief         US$150,000         Consulting Fees
                        Executive Officer
William E. Begley           Director,            US$150,000             Salary
                        President, Chief
                       Operating Officer &
                         Chief Financial
                             Officer

(1) US$90,000.00 as a base retainer for services as a director and Chairman of


    the Board, and US$75,000 as an annual additional services retainer for
    expected additional duties and responsibilities, as and when requested

Each Remuneration Agreement contains the following terms, provisions and conditions, whether it be a consulting agreement or an employment agreement:





  * An indefinite term that lasts until the Remuneration Agreement is terminated
    as follows:




  ** By the Company, for events customarily designated as "good cause"

  ** By the Company, without "good cause," provided that the Company pays to the
     related director or officer a lump sum payment comprised essentially of all
     earned or accrued (but unpaid) remuneration to the date of termination, plus
     an additional year of remuneration, including the annual remuneration amount
     and a bonus computed on the basis of the highest declared bonus in the past
     three fiscal years

  ** By the related director or officer, for events customarily designated as
     "good reason"

  ** By the related director or officer, without "good reason" upon a minimum of
     60-days advance written notice

  ** Upon the death of the related director or officer

Moreover, if after a "change of control" of the Company, the employment or engagement of the related director or officer is terminated within certain time periods thereafter either by such director or officer, or by the Company without "good cause," then such director or officer will be entitled to a "termination fee" equal essentially to two additional years of remuneration, including the annual remuneration amount and a bonus computed on the basis of the highest declared bonus in the past three fiscal years.





  * Each Remuneration Agreement is effective retroactively to March 1, 2019. The
    Company began to accrue as of such date the annual remuneration amount
    provided for in each Remuneration Agreement, although no director or officer
    who is a party thereto has received any payment of any such amount and (until
    the related Remuneration Agreement was fully signed) was not legally entitled
    to such amount.




  * The related director or officer shall be (or may become) entitled to:




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  ** receive a cash or equity discretionary bonus

  ** participate in all benefits plans provided to employees

  ** participate in any equity incentive plan that the Company has established or
     in the future establishes




  * Each director or officer who is a party to a Remuneration Agreement shall be
    prohibited, for a period of six months after the termination thereof, from
    soliciting or inducing any person employed by or under contract with the
    Company at the date of such termination to terminate his, her or its
    employment or contractual relationship with the Company

  * Each Remuneration Agreement for a U.S. citizen contains provisions requiring
    the Company to "make whole" any director or officer who is a party thereto
    with respect to any "excise tax" resulting from any payment upon a "change of
    control" of the Company that is deemed to be a "parachute payment" within the
    meaning of Section 280G of the U.S. Internal Revenue Code of 1986, as amended
    (the "Code"). Moreover, each Remuneration Agreement for a U.S. citizen
    contains provisions relating to any payment of any compensation or benefit
    thereunder that would be subject to additional taxes and interest under
    Section 409A of the Code.

  * Other terms, provisions and conditions believed to be customary, such as those
    pertaining to expense reimbursement, return of company property,
    confidentiality and developed inventions

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information included in Item 1.01 of this Report is also incorporated by reference into this Item 5.02 of this Report to the extent necessary.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.





(c) Exhibits.

Copies of the Remuneration Agreements will be filed with the U.S. Securities and Exchange Commission when required by the rules and regulations of this agency.

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