-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P0DY/0KBARAaiTPAJm5X1s4fvNuge7lsS5pBVkKLd6zyjwuzIpTXD3DdH+vO7BbT TdZrwNTjTlnPNolfp4BxCA== 0001144204-05-018661.txt : 20050611 0001144204-05-018661.hdr.sgml : 20050611 20050610171846 ACCESSION NUMBER: 0001144204-05-018661 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050607 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050610 DATE AS OF CHANGE: 20050610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEEP WELL OIL & GAS INC CENTRAL INDEX KEY: 0000869495 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 133087510 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24012 FILM NUMBER: 05890717 BUSINESS ADDRESS: STREET 1: 246 STEWART GREEN SW STREET 2: SUITE 3175 CITY: CALGARY STATE: A0 ZIP: T3H 3C8 BUSINESS PHONE: (403) 686-6104 MAIL ADDRESS: STREET 1: 246 STEWART GREEN SW STREET 2: SUITE 3175 CITY: CALGARY STATE: A0 ZIP: T3H 3C8 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED DEVICES CORP DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ILLUSTRIOUS MERGERS INC DATE OF NAME CHANGE: 19600201 8-K 1 v020027.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest reported): June 7, 2005 DEEP WELL OIL & GAS, INC. (Exact name of registrant as specified in charter)
Nevada 000-24012 13-3087510 --------- ---------- ---------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)
Stewart Green SW, Suite 3175, Calgary, Alberta, Canada T3H 3C8 (Address of principal executive offices) Registrant's telephone number, including area code: (403) 686-6104 Copies to: Darrin M. Ocasio, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York, New York 10018 Phone: (212) 930-9700 Fax: (212) 930-9725 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): /_/ 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; Item 2.01 Completion of Acquisition or Disposition of Assets; and Item 3.02 Unregistered Sales of Equity Securities. On June 7, 2005, Deep Well Oil & Gas, Inc. (the "Company") completed the acquisition of 6,069,625 shares of common stock, representing 100% of the outstanding common stock of Northern Alberta Oil Ltd., formerly known as Mikwec Energy Canada Ltd., ("Mikwec") pursuant to an Exchange Agreement, dated as of July 8, 2004, between the Company, Mikwec and certain shareholders of Mikwec, as amended by that certain amending agreement dated April 25, 2005 (collectively, the "Agreements"). In addition to the common stock of Mikwec, the Company was granted options to acquire 337,500 shares of preferred stock of Mikwec and the preferred stockholders of Mikwec have the ability to require the Company to acquire such shares. In accordance with the terms of the Agreements, common stockholders of Mikwec received three (3) shares of the Company's common stock for each one (1) share of Mikwec's common stock and preferred stockholders of Mikwec will receive thirty (30) shares of the Company's common stock for each one (1) share of Mikwec's preferred stock held by such stockholders. The parties to the Agreements have waived certain conditions to the closing and are still delivering other documentation required by the Agreements, which are not expected to have a material effect upon the Company's acquisition of Mikwec's common stock. The Agreements contained various conditions to closing, specific representations by the parties, and was subject to due diligence of the parties. The Company deems all conditions to the closing to be materially satisfied and Mikwec's management has advised us that the foregoing have been satisfied. In connection with the foregoing transaction, no change in the Company's voting control has occurred and there was no change in the Company's Board of Directors. Upon delivery of the shares of the Company to the common shareholders of Mikwec, the Company shall have approximately 51,320,343 shares of its common stock outstanding. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired. To be filed. (b) Pro forma financial information. To be filed. (c) Exhibits Exhibit Number Description - -------------------------------------------------------------------------------- 10.1 Exchange Agreement, dated as of July 8, 2004 (incorporated by reference to the exhibit to the Form 8-K filed on November 5, 2004). 10.2 Form of Amending Agreement, dated as of April 25, 2005. 10.3 Form of Termination, Option and Put Agreement. 99.1 Press Release of Deep Well Oil & Gas, Inc., dated June 10, 2005. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DEEP WELL OIL & GAS, INC. Date: June 10, 2005 /s/ Steven Gawne --------------------------- Steven Gawne, President 3 EX-10.2 2 v020027_ex10-2.txt DEEP WELL OIL & GAS, INC. Suite 2600, Sun Life Plaza 144 Fourth Street SW Calgary, Alberta, Canada T2P 3N4 April __, 2005 Northern Alberta Oil Ltd. - ----------------- - ----------------- - ----------------- - ----------------- - ----------------- - ----------------- - ----------------- - ----------------- To Whom it May Concern: Reference is made to that certain Exchange Agreement, dated as of July 8, 2004, by and among Deep Well Oil & Gas, Inc. (the "Company"), Northern Alberta Oil Ltd., formerly known as Mikwec Energy Canada Ltd., ("Mikwec") and the persons executing therein as a shareholder of Mikwec (collectively the "Mikwec Shareholders") (the "Exchange Agreement"). All capitalized terms used herein without definition shall have the meanings set forth in the Exchange Agreement. The parties hereto agree that notwithstanding the expiration of the Closing Date, on July 21, 2004, it is the intent of the parties hereto to consummate the Exchange in accordance with the terms and conditions hereof, whereby the Mikwec Shareholders hereby acknowledge and agree that they shall be receiving shares of the Company, a Nevada corporation and not shares of a Canadian corporation, in exchange for their shares of Mikwec common stock. Accordingly, the parties hereto agree that the Closing Date shall be extended to ___________ and notwithstanding anything contained in the Exchange Agreement to the contrary, all representation and warranties of Mikwec and the Company set forth in the Exchange Agreement shall have been true on July 8, 2004 and the representations and warranties of the Mikwec Shareholders set forth in Sections 1.19 and 1.20 of the Exchange Agreement shall be true and accurate as of the Closing Date. In addition, the Mikwec Shareholders hereby represent and warrant to the Company that (i) the shares of Mikwec's common stock owned by the undersigned Mikwec Shareholder, and set forth below, have been duly paid for, (ii) the undersigned Mikwec Shareholder owns no options, warrants or other rights to purchase any additional shares of the common stock of Mikwec, (iii) to the knowledge of the undersigned Mikwec Shareholder no other Mikwec Shareholder or other third party owns any options, warrants or other rights to purchase any additional shares of the common stock of Mikwec and (iv) the undersigned Mikwec Shareholder has no claim against Mikwec for the payment of any amounts in connection with any loan, service or transaction with Mikwec. 1 In addition to the foregoing, the Mikwec Shareholders hereby acknowledge that the Company is currently deficient in its filings pursuant to the Exchange Act and accordingly many of the representations and warranties of the Company set forth in the Exchange Agreement are no longer accurate reflections of the Company's current position. Furthermore, although pursuant to Section 5.04 of the Exchange Agreement, the Company's consummation of the Exchange is contingent upon the approval of, and delivery by, the holders of not less than one hundred percent (100%) of the outstanding common and preferred shares of Mikwec, the Company hereby agrees that so long as the Company shall receive at least fifty-one percent (51%) of the outstanding common shares of Mikwec on or before the Closing Date it hereby waives the conditions set forth in Section 5.04 and the closing of the Exchange shall be held on Closing Date. This agreement may be signed in counterparts, each of which is an original document, and all of which form one agreement. Delivery of a facsimile version of one or more signatures to this agreement shall be deemed adequate delivery for purposes of this agreement. DEEP WELL OIL & GAS, INC. By: ______________________ Name: Title: ACCEPTED AND AGREED TO THIS __ DAY OF ____, 2005: NORTHERN ALBERTA OIL LTD. By: _______________________ Name: Title: MIKWEC SHAREHOLDER: - ----------------------- Print Name: _____________ Number of shares of common stock of Mikwec: ________________ 2 EX-10.3 3 v020027_ex10-3.txt TERMINATION, OPTION AND PUT AGREEMENT This Agreement is made as of the _____ day of ________, 2005. BETWEEN: (the "Preferred Shareholder") - and - DEEP WELL OIL & GAS, INC. ( "Deep Well") - and - NORTHERN ALBERTA OIL LTD. ("Northern") A. WHEREAS the Preferred Shareholder is the registered holder of Class R non-voting preferred shares of Northern (the "Northern Preferred Shares"); B. AND WHEREAS the Preferred Shareholder, Deep Well, and Northern (then called "Mikwec Energy Canada Ltd.") entered into a share exchange agreement (the "Exchange Agreement") dated the 8th day of July, 2004; C. AND WHEREAS subsections 3.04(c) and 3.04(h) of the Exchange Agreement required the Preferred Shareholder to provide Deep Well with an executed option agreement on the Closing Date (as defined in the Exchange Agreement) in the form set forth in Schedule 3.04(c) to the Exchange Agreement; D. AND WHEREAS the Preferred Shareholder and Deep Well entered into an option agreement (the "Original Option Agreement") on the 8th day of July, 2004 rather than on the Closing Date contrary to the terms of subsections 3.04(c) and 3.04(h) of the Exchange Agreement; E. AND WHEREAS pursuant to subsection 3.01 of the Exchange Agreement, in consideration of the Preferred Shareholder executing the Original Option Agreement, Deep Well was required, on the Closing Date, to issue to the Preferred Shareholder thirty (30) shares of its common stock (the "Deep Well Common Shares") for every one (1) Northern Preferred Share owned by the Preferred Shareholder; F. AND WHEREAS the Preferred Shareholder, Deep Well and Northern entered into an amending agreement (the "Amending Agreement") to the Exchange Agreement dated the 25th day of April, 2005 whereby they agreed, among other things, to extend the Closing Date (as defined in the Exchange Agreement); G. AND WHEREAS the parties have agreed to waive the requirements in the Exchange Agreement which relate to the Northern Preferred Shares, including but not limited to the requirements in section 3.01 to enter into an option agreement in the form of Schedule 3.04(c) of the Exchange Agreements; H. AND WHEREAS the parties have agreed to waive the closing conditions in subsections 3.04(c) and 3.04(h) of the Exchange Agreement and wish to terminate the Original Option Agreement; I. AND WHEREAS the parties wish to enter into a new option agreement on the Closing Date pursuant to which the Preferred Shareholder will have a put option to sell to Deep Well, all or any part of the Northern Preferred Shares owned by the Preferred Shareholder and Deep Well shall have a call option ("Call Option") to purchase all or any part of the Northern Preferred Shares owned by the Preferred Shareholder, in accordance with the terms hereof; NOW THEREFORE in consideration of the mutual promises of the parties hereto and the mutual benefits to be gained by the performance thereof and for other good and valuable condition, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1 TERMINATION OF ORIGINAL OPTION AGREEMENT 1.1 The Original Option Agreement shall terminate upon execution of this Agreement and be of no further force and effect. 1.2 Northern, the Preferred Shareholder and Deep Well agree to waive the requirements in the Exchange Agreement which relate to the Northern Preferred Shares, including but not limited to the requirements in section 3.01 to enter into an option agreement in the form of Schedule 3.04(c) of the Exchange Agreements. 1.3 Northern, the Preferred Shareholder and Deep Well agree to waive the closing conditions in subsections 3.04(c) and 3.04(h) of the Exchange Agreement. 2 SECTION 2 GRANT OF PUT AND CALL OPTIONS 2.1 At any time and from time to time during the Term (as subsequently defined herein) the Preferred Shareholder may, upon providing ten (10) days written notice to Deep Well, require Deep Well to purchase all, or any number as may be designated in the notice, of the Northern Preferred Shares held by the Preferred Shareholder at that time (the "Put Option"). The purchase price for any Northern Preferred Share that Deep Well is required to purchase under this Put Option shall be satisfied by Deep Well issuing thirty (30) Deep Well Common Shares to the Preferred Shareholder subject to the anti-dilution provisions in section 3 of this Agreement. 2.2 At any time during the final month of the Term (as defined herein), Deep Well may, upon providing ten (10) days written notice to the Preferred Shareholder, purchase all, or any number as may be designated in the notice, of the Northern Preferred Shares held by the Preferred Shareholder at that time (the "Call Option"). The purchase price payable by Deep Well for each Northern Preferred Share that Deep Well purchases under this Call Option shall be satisfied by Deep Well issuing thirty (30) Deep Well Common Shares to the Preferred Shareholder subject to the anti-dilution provisions in section 3 of this Agreement. 2.3 The term of the Put Option and the Call Option (collectively the "Options") shall be thirty six (36) months commencing on the date of this Agreement (the "Term") and the last day of the Term shall be referred to herein as the "Expiry Date". 2.4 The Options shall expire and terminate on the Expiry Date and be of no further force and effect. 2.5 Subject to the terms of this Agreement, the Options may be exercised in all or any part of the Northern Preferred Shares with respect to which the Options are exercisable. SECTION 3 ANTI-DILUTION PROVISIONS 3.1 If and wherever at any time prior to the Expiry Date Deep Well shall: 3.1.1 subdivide the outstanding Deep Well Common Shares into a greater number of Deep Well Common Shares; 3.1.2 consolidate or combine the outstanding Deep Well Common Shares into a small number of Deep Well Common Shares; 3 3.1.3 issue any Deep Well Common Shares to any of its holders of outstanding Deep Well Common Shares by way of a stock dividend; or 3.1.4 issue for less than fair market value any rights, options or warrants to subscribe for or purchase any Deep Well Common Shares or securities convertible into or exchangeable for Deep Well Common Shares, then the number of Deep Well Common Shares that Deep Well is required to issue to a Preferred Shareholder as consideration for a Northern Preferred Share acquired by Deep Well pursuant to the options shall be adjusted as of the effective date of any of the events specified in subsections 3.1.1, 3.1.2, 3.1.3, or 3.1.4 above so that such event does not results in any dilutive consequences for the Preferred Shareholder. SECTION 4 RIGHTS PRIOR TO THE EXERCISE DATE 4.1 The Preferred Shareholder shall not, in that capacity, have any rights as a shareholder of Deep Well with respect to any Deep Well Common Shares until it is the registered holder of Deep Well Common Shares. 4.2 Deep Well shall not have any rights as a Northern Preferred Shareholder until it is the registered holder of Northern Preferred Shares. SECTION 5 RESERVATION OF SHARES 5.1 Deep Well shall at all times during the Term, keep available a sufficient number of unissued Deep Well Common Shares in its authorized capital to satisfy its obligations to the Preferred Shareholder pursuant to this Agreement. SECTION 6 ASSIGNMENT OR ENUREMENT 6.1 The Preferred Shareholder shall not sell, transfer or otherwise dispose of its Northern Preferred Shares during the Term without the prior written consent of Deep Well, which consent will not be unreasonably withheld provided that the proposed transferee has agreed to enter into an agreement containing substantially similar terms as this Agreement. 6.2 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their executors, administrators, heirs, legal representatives and successors. 4 SECTION 7 EXERCISE OF THE OPTION 7.1 The Options, or any portion thereof, may be exercised by delivering written notice of the number of Northern Preferred Shares with respect to which the Options are being exercised in accordance with this Agreement. SECTION 8 ISSUANCE OF COMMON SHARE CERTIFICATES UPON EXERCISE 8.1 Within a reasonable time after exercise of the Options, Deep Well shall issue the required number of Deep Well Common Shares in the name of the Preferred Shareholder and deliver the certificate therefore bearing both the Canadian Legend (defined below) and the U.S. Legend (defined below) to the Preferred Shareholder. 8.2 The share certificates for the Deep Well Common Shares to be issued pursuant to this Agreement must bear the following Canadian legend (the "Canadian Legend"): "AS THE CORPORATION IS NOT A REPORTING ISSUER IN ANY JURISDICTION OF CANADA, UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA AND MAY HAVE TO HOLD THE SECURITY FOR AN INDEFINITE PERIOD." 8.3 The share certificates for the Deep Well Common Shares to be issued pursuant to this Agreement must bear the following U.S. legend (the "U.S. Legend"): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER i) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS." 5 SECTION 9 NOTICES 9.1 All notices and other communications under this agreement shall be in writing, and shall be deemed to have been duly given on the date of delivery if delivered personally or when received to the party to whom notice is to be given, by certified mail, return receipt requested, postage pre-paid, and addressed as follows, until any such address is changed by notice duly given: To Deep Well at: Deep Well Oil & Gas, Inc. Suite 2600 Sun Life Plaza 144 Forth Avenue S.W. Calgary, AB T2P 3N4 To the Preferred Shareholder at: --------------------------------- --------------------------------- --------------------------------- SECTION 10 GENERAL 10.1 Time shall be of the essence of this Agreement. 10.2 If any portion of this Agreement shall be determined to be invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent possible. 10.3 This Agreement shall be governed by the laws of the Province of Alberta and the parties hereto agree to exclusively and irrevocably attorn to the jurisdiction of the Courts of Alberta and agree that any proceedings taken in respect of this agreement shall be taken in such Courts and no other. IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written. per -------------------- OR: ) ) ) - --------------------------------------------------- -------------------- WITNESS DEEP WELL OIL & GAS, INC. per -------------------- NORTHERN ALBERTA OIL LTD. per -------------------- 6 EX-99 4 v020027_ex99.txt FOR IMMEDIATE RELEASE RELEASE DATE: June 10, 2004 CALGARY, ALBERTA DEEP WELL OIL & GAS, INC. ANNOUNCES THAT THE ACQUSITION OF NORTHERN ALBERTA OIL LTD. HAS BEEN COMPLETED Deep Well Oil & Gas, Inc. (DWOG:PK) is pleased to announce the completion of the acquisition of Northern Alberta Oil Ltd (formerly Mikwec Energy Canada Ltd.). The directors and 100% of the shareholders of Northern Alberta Oil Ltd. have approved the Share Exchange Agreement of July 8th 2004, and the Share Exchange Amending Agreement of April 25, 2005, clearing the way to issue a share certificate for 6,069,625 shares of Northern Alberta oil Ltd. to Deep Well Oil & Gas, Inc., representing 100% of issued and outstanding Northern Alberta Oil Ltd. common shares. Deep Well Oil and Gas, Inc. in return has issued 18,208,875 shares to those Northern Alberta Oil Ltd. shareholders who have tendered shares under the terms of the Share Exchange Agreement. The Board of Directors extends a hearty welcome to the new Deep Well Shareholders. Deep Well Oil & Gas, Inc. now has 51,320,343 shares of our common stock issued and outstanding. For more detail, please refer to the company's SEC Form 8K submission dated June 10, 2005. Deep Well Oil & Gas, Inc. is a Nevada corporation based in Alberta Canada founded, directed and managed by career oil industry personnel. Deep Well Oil & Gas, Inc. has a 40% working interest in 63 contiguous sections (NET 25.2 sections or 16,128 acres to Deep Well) of oil sands leases in the Sawn Lake oil sands in North Central Alberta, Canada. This press release contains forward-looking statements. The words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements." Actual results could differ materially from those projected in the Company's proposed oil and gas related business. The Company's business is subject to various risks, which are discussed in the Company's filings with the Securities and Exchange Commission ("SEC"). The Company's filings may be accessed at the SEC's Edgar system at www.sec.gov. The acquisition of NORTHERN ALBERTA OIL LTD. should not be construed by any means as an indication of the value of the Company or its common stock. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company cautions readers not to place reliance on such statements. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such a statement. SOURCE: Deep Well Oil & Gas, Inc. FOR FURTHER INFORMATION CONTACT: Deep Well Oil & Gas, Inc. Suite 2600, Sun Life Plaza 144 - 4th Avenue SW, Calgary, AB, Canada T2P 3N4 1(888) OIL-SAND (1-888-645-7263) or (403) 990-3380 Email: investor@deepwelloil.com Website: www.deepwelloil.com -----END PRIVACY-ENHANCED MESSAGE-----