Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
July 17 2017 - 2:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 000-53520
(Check One):
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¨
Form 10-K
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¨
Form 20-F
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¨
Form 11-K
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x
Form 10-Q
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¨
Form 10-D
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¨
Form N-SAR
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¨
Form N-CSR
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For Period Ended: May
31, 2017
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¨
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Transition Report on Form 10-K
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¨
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Transition Report on Form 20-F
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¨
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Transition Report on Form 11-K
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¨
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Transition Report on Form 10-Q
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¨
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Transition Report on Form N-SAR
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For the Transition
Period Ended:
NOTHING IN THIS FORM SHALL BE CONSTRUED
TO IMPLY THAT
THE COMMISSION HAS VERIFIED ANY INFORMATION
CONTAINED HEREIN.
If the notification relates to a portion
of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
FULL NAME OF REGISTRANT
Discovery Energy Corp.
FORMER NAME IF APPLICABLE
Santos Resource Corp.
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET
AND NUMBER)
One Riverway, Suite
1700
CITY, STATE AND ZIP CODE
Houston, Texas 77056
PART II - RULES 12b-25(b) AND (c)
If the subject report
could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
x
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(a)
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The reasons described in reasonable detail in Part III of this Form could not be eliminated without
unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form
11-K, Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date;
or the subject quarterly report of transition report on Form 10-O, or portion thereof will be filed on or before the fifth calendar
day following the prescribed date; and
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(c)
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The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons
why Forms 10-K, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
The Registrant is unable to file its Quarterly
Report on Form 10-Q for the period ended May 31, 2017 within the prescribed time period without unreasonable effort and expense
due to the unavailability of certain information that may materially affect the disclosure to be contained in the Report.
PART IV - OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard
to this notification
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Keith J. McKenzie
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(604)
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649-1361
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act
of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed? If answer is no, identify report(s).
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x
Yes
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No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period
for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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x
Yes
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No
If so, attach an explanation of
the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of
the results cannot be made.
Discovery Energy Corp.
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(NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
has caused this notification to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
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July 17, 2017
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By:
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/s/
Michael D. Dahlke
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Michael D. Dahlke, President
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A
T T E N T I O N
Intentional misstatements or omissions of
fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
Explanation of Expected Variance
During the quarter ended May 31, 2017,
the Company’s operating expenses increased significantly over those for the quarter ended May 31, 2016, as the Company’s
business activities for the quarter ended May 31, 2017 were significantly greater than those in the quarter ended May 31, 2016.
However more significantly, on May 27, 2016 the Company issued a convertible debenture in the original principal amount of $3.5
million, and thereafter the Company issued additional convertible debentures through the end of the quarter ended May 31, 2017
having an aggregate original principal amount of $1,937,500. In connection with the issuance of certain of these convertible debentures,
warrants to acquire shares of the Company were also issued. These convertible debentures and warrants contain a price-reset provision
whereby the investors are entitled to reset the conversion price of the debentures and the exercise of the warrants in the event
that the Company issues securities priced below the conversion price of the debentures and the exercise of the warrants. This provision
gives rise to a derivative liability. Because these convertible debentures and warrants were outstanding during the entire quarter
ended May 31, 2017 the effect of the change in the valuation of the derivative liability relating to them and the interest expense
on the convertible debentures were more significant than during the quarter ended May 31, 2016. As a result, the Company anticipates
that the reported loss for the three-month period ended May 31, 2017 will change significantly from the loss reported for the comparable
quarter ended May 31, 2016, with such change resulting in an approximately $2.73 million larger loss. However, the change in the
valuation of the derivative liability and the interest expense are non-cash expenses.