8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2006

DEEP WELL OIL & GAS, INC.

(Exact name of Registrant as specified in its Charter)

Nevada	0-24012	13-3087510
(State or other Jurisdiction) of Incorporation)	(Commission  File Number)	(IRS Employer Identification No.)

10117 Jasper Avenue, Suite 510, Edmonton, Alberta, Canada T5J 1W8

(Address of principal executive offices)

Registrant’s telephone number, including area code: (780) 409-8144

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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

On January 13, 2006, pursuant to subscription agreements, we closed a private placement to four investors of an aggregate of 73,000 units at a price of US$1.50 per unit, for total gross proceeds of US$109,500. Each unit consists of one common share and one common share purchase warrant, with each warrant entitling its holder to acquire one share of our common stock at an exercise price of US$2.25 per common share. The exercise price of the warrants will be adjusted from time to time upon the occurrence of certain events, as provided in the warrants. The warrants expire on January 13, 2009. The units were issued pursuant to Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “1933 Act”).

The subscription agreements provide that each holder of units will have “piggy back” registration rights if we file a registration statement under the 1933 Act in connection with an offering of our securities.

In connection with the private placement, a finder’s fee of US$7,680 was paid to Solomon Group Inc., resulting in total net proceeds to our company from the private placement of US$101,820.

Item 3.02 Unregistered Sales of Equity Securities

See Item 1.01 above.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Exhibits.

Exhibit Number	Description
4.1	Form of Subscription Agreement
4.2	Form of Warrant

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SIGNATURE

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: February 28, 2006	By:	/s/ Horst A. Schmid
		Name:Dr. Horst A. Schmid
		Title: President

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EXHIBIT INDEX

Exhibit Number	Description
4.1	Form of Subscription Agreement
4.2	Form of Warrant

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EX-4.1

SUBSCRIPTION FOR UNITS

(Part 5 Accredited Investor Exemption Pursuant to “National Instrument 45-106 - Prospectus and Registration Exemptions” - -

Alberta and British Columbia Residents Only)

TO: Deep Well Oil & Gas, Inc. (the "Corporation")

510 Royal Bank Building

10117 Jasper Avenue, AB T5J 1W8

The undersigned subscriber (the “Subscriber”) acknowledges that the Corporation is proceeding with an Offering of 1,300,000 units (“Units”) at a price of US$1.50 per Unit for gross proceeds of US$1,950,000. Each Unit is comprised of one (1) common share (“Common Share”) and one (1) Common Share purchase warrant. Each whole warrant entitles the holder to purchase one (1) Common Share at a price of US$2.25 for a period of three years from the Closing Date. The undersigned Subscriber hereby tenders to the Corporation this subscription offer which, upon acceptance by the Corporation, will constitute an agreement of the Subscriber to subscribe for, take up, purchase and pay for and, on the part of the Corporation, to issue and sell to the Subscriber, the number of Units set out below on the terms and subject to the conditions set out in this Subscription Agreement. Until the Closing of the Offering, all subscription funds shall be held in a non-interest bearing account of the Corporation. Upon Closing of the Offering, all of the subscription proceeds (net of expenses thereon) will be released to the Corporation. In the event the Offering does not close, any and all subscription proceeds will be returned to subscribers without interest, deduction or penalty. The Subscriber hereby acknowledges and agrees that the terms and conditions contained in the attached Schedule “A” form part of this Subscription Agreement and are incorporated herein by reference.

_____________________________________ Name of Subscriber - please print By: ______________________________________ Authorized Signature ________________________________________ Official Capacity or Title - please print ___________________________________________________ (Please print name of individual whose signature appears above if different than the name of the Subscriber printed above.) ____________________________________________________ Subscriber's Address ____________________________________________________ Facsimile Number ____________________________________________________ Telephone NumberE-Mail Address	Number of Units:
	Aggregate Subscription Price (No. of Units X US$1.50 per Unit):
	No. of Common Shares Currently Held (excluding Common Shares comprising the Units subscribed for herein):
	Register the Units as set forth below: __________________________________________________________ Name __________________________________________________________ Address __________________________________________________________ Address

ACCEPTANCE: The Corporation hereby accepts the above subscription as of this _______ day of ____________________, __________ and the Corporation represents and warrants to the Subscriber that the representations and warranties made by the Corporation are true and correct in all material respects as in all material respects as of this date and that the Subscriber is entitled to rely thereon.

DEEP WELL OIL & GAS, INC.

By:  

This is the first page of an agreement comprised of 9 pages (not including Exhibits).

SCHEDULE “A” -TERMS AND CONDITIONS OF SUBSCRIPTION FOR

UNITS OF DEEP WELL OIL & GAS, INC.

Definitions

In this Subscription Agreement:

(a) “Closing” or “Closing Date” means the closing of the Offering initially expected to occur on or about January 11, 2006 or such other date or dates as may be determined by the Corporation in its sole discretion and such other subsequent closings as may be required to complete the Offering;

(b) “Common Share”means a common share in the capital stock of the Corporation;

(c) “Corporation” means Deep Well Oil & Gas, Inc.;

(d) “NI 45-102” means National Instrument 45-102 - Resale of Securities;

(e) “NI 45-106” means National Instrument 45-106 - Prospectus and Registration Exemptions;

(f) “Offering” means the offering of Units by the Corporation at US$1.50 per Unit;

(g) “Securities” means the Units, the Common Shares and the Warrants comprising the Units, and the Warrant Shares;

(h) “Subscriber” means the person or company identified as the Subscriber on the face page of this Subscription Agreement;

(i) “Subscription Agreement” means this agreement, together with the exhibits attached hereto, as amended or supplemented from time to time;

(j) “Subscription Price” means the aggregate subscription price paid by the Subscriber, being the number of Units subscribed for multiplied by US$1.50 per Unit;

(k) “Unit” means a unit consisting of one (1) Common Share and one (1) Common Share purchase warrant of the Corporation;

(l) “Warrant” means a Common Share purchase warrant of the Corporation in which one (1) whole warrant entitles the holder to purchase one (1) Common Share of the Corporation at a price of US$2.25 for a period of three (3) years from the Closing Date; and

(m) “Warrant Share” means a Common Share issuable upon exercise of a Warrant.

Terms of the Offering

1.The Subscriber hereby confirms its subscription for and agrees to take up the Units as provided for on the initial page of this Subscription Agreement and delivers herewith a certified cheque or bank draft payable to the Corporation in the amount of the Subscription Price and authorizes the Corporation to release the said funds for use by the Corporation on Closing against delivery to the Subscriber of duly issued certificates representing the Common Shares and Warrants comprising the Units subscribed for herein.

2.The Subscriber acknowledges that the Units subscribed for hereunder form part of a larger issuance and sale by the Corporation of a maximum of 1,300,000 Units of the Corporation at a subscription price of US$1.50 per Unit.

3.The Subscriber acknowledges that if the Offering does not close on any subscriptions received, the amounts received for subscriptions will be promptly returned by the Corporation to subscribers without interest, deduction or penalty. The Units offered are subject to acceptance by the Corporation and to rejection or allotment by the Corporation in whole or in part and the Corporation reserves the right to discontinue the Offering at any time without notice.

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4.The Subscriber acknowledges that this Subscription Agreement and the Exhibits hereto require the Subscriber to provide certain personal information to the Corporation. Such information is being collected by the Corporation for the purposes of completing the Offering, which includes, without limitation, determining the Subscriber's eligibility to purchase the Units under applicable securities legislation, preparing and registering certificates representing Units to be issued to the Subscriber and completing filings required by any stock exchange or securities regulatory authority. The Subscriber's personal information may be disclosed by the Corporation to: (a) stock exchanges or securities regulatory authorities, (b) the Corporation's registrar and transfer agent, and (c) any of the other parties involved in the Offering, including legal counsel and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber's personal information. The Subscriber also consents to the filing of copies or originals of any of the Subscriber's documents described in Section 11 hereof as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby.

5.THE SUBSCRIBER FURTHER ACKNOWLEDGES THAT AN INVESTMENT IN THE UNITS MUST BE CONSIDERED SPECULATIVE AND IS SUBJECT TO A NUMBER OF RISK FACTORS. THE SUBSCRIBER COVENANTS AND AGREES TO COMPLY WITH NI 45-106, NI 45-102 AND ANY OTHER APPLICABLE SECURITIES LEGISLATION, RULES, REGULATIONS, ORDERS OR POLICIES CONCERNING THE PURCHASE, HOLDING OF, AND RESALE OF THE SECURITIES. THE SECURITIES ARE SUBJECT TO RESALE RESTRICTIONS AND WILL BEAR A LEGEND TO THAT EFFECT.

6.In addition to one manually signed, completed copy of this Subscription Agreement, the Subscriber will execute and deliver to the Corporation all other documentation as may be required by applicable securities legislation, rules, policy statements, and orders, including NI 45-106, to permit the issue and sale of the Units. The Subscriber acknowledges and agrees that any such documentation, when executed and delivered by the Subscriber, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Subscriber hereunder in favour of the Corporation, and the Subscriber consents to the filing of such documents and/or information contained in such documents as may be required to be filed with any securities or the regulatory authority in connection with the transactions contemplated hereby.

Representations, Warranties and Covenants by Subscriber

7.The Subscriber represents, warrants and covenants to the Corporation (and acknowledges that the Corporation and its counsel are relying thereon) both at the date hereof and at the Closing Date that:

(a) the Subscriber has been independently advised as to restrictions with respect to trading in the Units imposed by applicable securities legislation, confirms that no representation has been made to it by or on behalf of the Corporation with respect thereto, acknowledges that it is aware of the characteristics of the Units, the risks relating to an investment therein and of the fact that it may not be able to resell the Securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy, including NI 45-102 and the United States Securities Act of 1933, as amended (as defined below) until expiry of the applicable restricted period and compliance with the other requirements of applicable law; and the Subscriber agrees that any certificates representing the Securities, and all certificates issued in exchange therefor or in substitution thereof, will bear a legend indicating that the resale of such Securities is restricted; and

(b) the Subscriber has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, or any other document (other than an annual report, annual information form, interim report, information circular or any other continuous disclosure document, the content of which is prescribed by statute or regulation) describing the business and affairs of the Corporation which has been prepared for delivery to, and review by, prospective purchasers in order to assist it in making an investment decision in respect of the Units; and

(c) the Subscriber has been afforded the opportunity (i) to ask such questions as it deemed necessary of, and to receive answers from, representatives of the Corporation concerning the terms and conditions of the offering of the Units and (ii) to obtain such additional information which the Corporation possesses or can acquire without unreasonable effort or expense that the Subscriber considered necessary in connection with its decision to invest in the Units; and

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(d) this Agreement is made unconditionally as a result of the Subscriber’s desire to participate in the future development of the Corporation; and

(e) the Subscriber is purchasing as principal and it knows that it is purchasing the Units pursuant to an exemption under NI 45-106 and, as a consequence, is restricted from using most of the civil remedies available under applicable securities legislation, may not receive information that would otherwise be required to be provided to it under applicable securities legislation, and the Corporation is relieved from certain obligations that would otherwise apply under applicable securities legislation; and

(i) if a resident of Alberta, the Subscriber is a resident in or otherwise subject to the applicable securities laws of Alberta and it is an "accredited investor" as such term is defined in NI 45-106 promulgated under the Securities Act (Alberta) and has concurrently executed and delivered a Representation Letter in the form attached as Exhibit 1 to this Subscription Agreement; or

(ii) if a resident of British Columbia, the Subscriber is a resident in or otherwise subject to the applicable securities laws of British Columbia and it is an "accredited investor" as such term is defined in NI 45-106 promulgated under the Securities Act (British Columbia) and has concurrently executed and delivered a Representation Letter in the form attached as Exhibit 1 to this Subscription Agreement; and

(f) if the Subscriber is resident in any jurisdiction not referred to in Subsection 7(e) above: (a) the purchase of the Units does not contravene any of the applicable laws in the Subscriber’s jurisdiction of residence and does not trigger (i) any obligation to prepare and file a prospectus, an offering memorandum or similar document, or any other ongoing reporting requirements with respect to such purchase or otherwise, or (ii) any registration or other obligation on the part of the Corporation; (b) the sale of the Units as contemplated in the Subscription Agreement complies with or is exempt from applicable securities legislation of the Subscriber’s jurisdiction of residence and the Subscriber will provide such evidence of compliance with all such matters as the Corporation may request; (c) the Subscriber will comply with the provisions of Section 5 and Subsection 7(a) as if they were a resident of Alberta or British Columbia; and (d) and notwithstanding that the Subscriber is not a resident of Alberta or British Columbia, it is an "accredited investor" as such term is defined in NI 45-106 promulgated under the Securities Act (Alberta) and/or the Securities Act (British Columbia)and has concurrently executed and delivered a Representation Letter in the form attached as Exhibit 1 to this Subscription Agreement; and

(g) no person has made to the Subscriber any written or oral representations:

(i) that any person will resell or repurchase any of the Securities;

(ii) that any person will refund the purchase price of any of the Securities;

(iii) as to the future price or value of any of the Securities; or

(iv) that any of the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post any of the Securities for trading on a stock exchange; and

(h) the Subscriber has no knowledge of a “material fact” or “material change” (as those terms are defined by applicable securities legislation) in respect of the affairs of the Corporation that has not been generally disclosed to the public, other than knowledge relating directly to its subscription for the Units; and

(i) the Corporation may complete additional financings in the future, and such future financings may have a dilutive effect on then-current security holders of the Corporation, including the Subscriber; and

(j) it is aware that the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act”) and that the Securities may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. Person (as defined in Regulation S under the U.S. Securities Act) (a "U.S. Person") without registration under the U.S. Securities Act or compliance with requirements of an exemption or exclusion from registration and the applicable laws of all applicable states and acknowledges that the Corporation has no present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities; and

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(k) the Units have not been offered to the Subscriber in the United States; and

(l) it is not a U.S. Person and is not purchasing the Units on behalf of, or for the account or benefit of, a U.S. Person; and

(m) the Subscriber undertakes and agrees that it will not offer or sell the Securities in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption or exclusion from such registration requirements is available, and further that it will not resell the Securities except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules; and

(n) it will not engage in hedging transactions with regard to the Securities except in compliance with the U.S. Securities Act; and

(o) it understands and acknowledges that the Corporation must refuse to register any transfer of the Securities not made in accordance with an available exemption or exclusion from the registration requirements of the U.S. Securities Act or pursuant to registration under the U.S. Securities Act; and

(p) if the Subscriber is a “distributor” (as defined in Regulation S under the U.S. Securities Act) or is an “affiliate” (as defined in Rule 405 under the U.S. Securities Act) of a distributor or is acting on behalf of a distributor, (i) it agrees that it will not offer or sell the Securities during the one year period after the completion of the distribution of the Units (the “Distribution Compliance Period”) to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor), and (ii) if it sells Securities to another distributor, a dealer (as defined in Section 2(a)(12) of the U.S. Securities Act) or a person receiving a selling concession fee or other remuneration, during the Distribution Compliance Period, the Subscriber agrees that it will send a written confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor and setting forth the restrictions on offers and sales of Securities within the United States or to, or for the account or benefit of, U.S. Persons; and

(q) the Subscriber understands and acknowledges that the Warrants may not be exercised by or on behalf of a U.S. Person unless the Warrant Shares issuable upon such exercise have been registered under the U.S. Securities Act or an exemption or exclusion from such registration is available; and

(r) the Subscriber understands and acknowledges that each person exercising a Warrant will be required to provide either (i) written certification that it is not a U.S. Person and the Warrant is not being exercised on behalf of a U.S. Person, or (ii) a written opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, to the effect that the Warrant being exercised and the Warrant Shares issuable upon such exercise have been registered under the U.S. Securities Act or are exempt from registration thereunder; and

(s) if any Securities are being sold in the United States pursuant to Rule 144 under the U.S. Securities Act, the United States restrictive legend may be removed from the certificates representing the Securities by delivering to the Corporation a written opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws; and

(t) if a corporation, partnership, unincorporated association or other entity, it has the legal capacity to enter into and be bound by this Subscription Agreement and further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained; and

(u) if an individual, it is of the full age of majority and is legally competent to execute this Subscription Agreement and take all action pursuant hereto; and

(v) it acknowledges that the net subscription proceeds (gross proceeds less expenses, including legal fees which have not been paid by the Corporation), will be immediately releasable to the Corporation on the Closing Date or later closing dates, as the case may be; and

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(w) this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; and

(x) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in a violation of any of the terms and provisions of any law applicable to it, or any of its constating documents, or of any agreement to which the Subscriber is a party or by which it is bound; and

(y) in the case of a subscription by the Subscriber for Units acting as agent for a disclosed principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement of, such principal; and

(z) the Subscriber has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of the Subscriber’s investment and the Subscriber, or, where the Subscriber is acting as agent for a disclosed principal, each beneficial purchaser, is able to bear the economic risk of loss of the Subscriber’s entire investment in the Units; and

(aa) except for the representations and warranties made by the Corporation herein, it has relied solely upon publicly available information relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation and acknowledges that the Corporation's counsel are acting as counsel to the Corporation and not as counsel to the Subscriber; and

(bb) the Subscriber understands that Units are being offered for sale only on a "private placement" basis and that the sale and delivery of the Units is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum and, as a consequence (i) it is restricted from using most of the civil remedies available under securities legislation; (ii) it may not receive information that would otherwise be required to be provided to it under securities legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under securities legislation; and

(cc) if required by applicable securities legislation, regulations, rules, policies or orders, NI 45-106, or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Units (including, without limitation, a completed and duly executed Representation Letter, attached as Exhibit 1); and

(dd) the Subscriber will not resell the Securities except in accordance with the provisions of applicable securities legislation and stock exchange rules, if applicable, in the future; and

(ee) the Subscriber deals at arm's length with the Corporation within the meaning of the Income Tax Act (Canada) and will continue to deal at arm's length with the Corporation at all times which are relevant for this Subscription Agreement; and

(ff) none of the funds the Subscriber is using to purchase the Units are, to the knowledge of the Subscriber, proceeds obtained or derived, directly or indirectly, as a result of illegal activities; and

(gg) the funds representing the total Subscription Price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber's name and other information relating to this Subscription Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLA; and

(hh) to the best of its knowledge, the subscription funds to be provided by the Subscriber (i) have not been or will not be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, and (ii) are not being tendered on behalf of a person or entity who has not been identified to the Subscriber and the Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations cease to be true, and to provide the Corporation with appropriate information in connection therewith; and

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(ii) the Subscriber acknowledges that it has been encouraged to and should obtain independent legal, income tax and investment advice with respect to its subscription for these Units and accordingly, has been independently advised as to the meanings of all terms contained herein relevant to the Subscriber for purposes of giving representations, warranties and covenants under this Subscription Agreement.

Representations, Warranties and Covenants of the Corporation

8.The Corporation hereby represents and warrants to the Subscriber that it has been duly incorporated and is a valid and subsisting corporation under the laws of the State of Nevada, United States, is extra-provincially registered in the Province of Alberta, Canada and has full corporate power and authority to enter into this Subscription Agreement and to perform its obligations hereunder.

9.The Corporation hereby covenants with the Subscriber that it will take all corporate action required to issue to the Subscriber the Units and the Common Shares and the Warrants comprising the Units on the Closing Date.

Registration Rights

10.If the Corporation proposes to register, pursuant to any registration rights agreement (a “Registration Rights Agreement”), for shareholders other than the Subscriber, any of its Common Shares or other equity securities (or securities convertible into equity securities) under the U.S. Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8, Form S-4 or Form F-4), the Corporation will, at all such times, promptly give the Subscriber written notice of such proposed registration. Upon the written request of the Subscriber, given within 20 days after the mailing of such notice by the Corporation, the Corporation will, subject to the provisions of applicable Registration Rights Agreements, use its commercial best efforts to cause a registration statement covering all of the (i) Common Shares being acquired hereunder and (ii) Warrant Shares that each such holder has requested to be registered to become effective under the U.S. Securities Act. Only to the extent they apply to “piggy back” registrations, such registration shall also be subject to the other provisions of each applicable Registration Rights Agreement. For greater certainty, (i) such registration shall not be subject to any provisions of any Registration Rights Agreement that are applicable only to “demand” registrations, and (ii) the Subscriber acknowledges that except as contemplated by this Section, the Corporation is under no obligation hereunder to register any of its securities or to complete any offering of its securities it proposes to make, and the Corporation will therefore incur no liability (including any penalties that may be incurred under a Registration Rights Agreement) to the Subscriber for its failure to register any of its securities or to complete any offering of its securities.

Closing

11.The Subscriber agrees to deliver to the Corporation, not later than 4:30 p.m. (Edmonton time) on the Closing Date: (a) this duly completed and executed Subscription Agreement; (b) a certified cheque or bank draft payable to Deep Well Oil & Gas, Inc. for the Subscription Price of the Units subscribed for under this Subscription Agreement; (c) if the Subscriber is an “accredited investor” in Alberta a fully completed and duly executed Representation Letter, attached as Exhibit 1 hereto; or (d) if the Subscriber is an “accredited investor” in British Columbia a fully completed and duly executed Representation Letter, attached as Exhibit 1 hereto; or (e) if the Subscriber is purchasing Units pursuant to Subsection 7(f) a fully completed and duly executed Representation Letter, attached as Exhibit 1 hereto.

12.The purchase and sale of the Units pursuant to this Subscription Agreement will be completed at the offices of the Corporation’s solicitors, Parlee McLaws llp, in Edmonton, Alberta on the Closing Date or such other place or time as the Corporation decides in its sole discretion. On the Closing Date, the Corporation shall receive all completed subscription agreements, including this Subscription Agreement, and the Subscription Price against delivery by the Corporation of the certificates representing the Units.

13.The Corporation shall be entitled to rely on delivery of a facsimile copy of executed subscriptions, and acceptance by the Corporation of such facsimile subscriptions shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms hereof.

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General

14.The Subscriber agrees that the representations, warranties and covenants of the Subscriber herein will be true and correct both as of the execution of this Subscription Agreement and as of the Closing Date and will survive the completion of the issuance of the Units. The representations, warranties and covenants of the Subscriber herein are made with the intent that they be relied upon by the Corporation and it’s counsel in determining the eligibility of a purchaser of Units and the Subscriber agrees to indemnify the Corporation, including its respective affiliates, shareholders, directors, officers, partners, employees, advisors and agents, against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur which are caused or arise from a breach thereof. The Subscriber undertakes to immediately notify the Corporation at 510 Royal Bank Building, 10117 Jasper Avenue, Edmonton, Alberta, T5J 1W8, Attention: Curtis Sparrow (Fax Number: (780) 409-8146), of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the Closing Date.

15.The obligations of the parties hereunder are subject to acceptance of the terms of the Offering by any required regulatory approvals.

16.The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Units by the Subscriber shall be borne by the Subscriber.

17.The contract arising out of this Subscription Agreement and all documents relating thereto shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta.

18.Time shall be of the essence hereof.

19.This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein.

20.The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Subscriber and the Corporation and their respective heirs, executors, administrators, successors and assigns; provided that, except for the assignment by a Subscriber who is acting as agent to a beneficial disclosed purchaser and as otherwise herein provided, this Subscription Agreement shall not be assignable by any party without prior written consent of the other parties.

21.The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder, agrees that this subscription is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder.

22.Neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

23.The invalidity, illegality or unenforceability of any provision of this Subscription Agreement shall not affect the validity, legality or enforceability of any other provision hereof.

24.The Subscriber acknowledges and agrees that acceptance of this Subscription Agreement will be conditional, among other things, upon the sale of Units to the Subscriber being exempt from any prospectus and offering memorandum requirements of all applicable securities laws. The Corporation will be deemed to have accepted this Subscription Agreement upon the delivery on the Closing Date of the certificates representing the Units to or upon the direction of the Subscriber in accordance with the provisions hereof.

25.The headings used in this Subscription Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of this Subscription Agreement or any provision hereof.

26.The covenants, representations and warranties contained herein shall survive the Closing of the transactions contemplated hereby.

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27.Each party shall from time to time do such further acts and execute and deliver such further documents as shall be reasonably required in order to fully perform and carry out the terms of this Subscription Agreement.

28.In this Subscription Agreement, words importing the singular include the plural and vice versa and words importing persons include firms or corporations.

29.This Subscription Agreement may be executed in any number of counterparts with the same effect as if all parties to this Subscription Agreement had signed the same document and all counterparts will be construed together and constitute one and the same instrument.

30.All notices hereunder will be in writing and addressed to the party for whom it is intended at the address indicated herein. Either party may by notice to the other party change its address for service. Any notice personally delivered will be deemed to have been given or made on the date it was actually delivered, or if sent by electronic facsimile, will be deemed to have been given or made on the business day next following the date upon which it was transmitted.

31.In this Subscription Agreement references to "$" are to United States dollars unless stated otherwise.

9

EXHIBIT 1

REPRESENTATION LETTER

(FOR ALBERTA AND/OR BRITISH COLUMBIA ACCREDITED INVESTORS OR ACCREDITED INVESTORS TO WHOM SUBSECTION 7(f) APPLIES)

TO:DEEP WELL OIL & GAS, INC. (the "Corporation")

In connection with the purchase of units of the Corporation ("Units") by the undersigned subscriber or, if applicable, the principal on whose behalf the undersigned is purchasing as agent (the "Subscriber" for the purposes of this Exhibit 1), the Subscriber hereby represents, warrants, covenants and certifies to the Corporation that:

1.The Subscriber is resident in Alberta or British Columbia or is subject to the laws of the Province of Alberta or British Columbia;

2.The Subscriber, unless it is a person or company described in paragraph (q) in the attached Appendix "A" that is deemed pursuant to the provisions of section 2.3(5) of National Instrument 45-106 entitled "Prospectus and Registration Exemptions" to be purchasing as principal, is purchasing the Units as principal for its own account;

3.The Subscriber is an "accredited investor" within the meaning of National Instrument 45-106 entitled "Prospectus and Registration Exemptions" by virtue of satisfying the indicated criterion as set out in Appendix "A" to this Representation Letter; and

4.Upon execution of this Exhibit 1 by the Subscriber, this Exhibit 1 shall be incorporated into and form a part of the Subscription Agreement.

Dated: ___________________________________.
	Print name of Subscriber
	By:
		Signature
		Print name of Signatory (if different from Subscriber)
		Title

IMPORTANT: PLEASE INITIAL THE APPROPRIATE PARAGRAPH(S) ON APPENDIX "A"

10

APPENDIX "A"

to Exhibit 1

Accredited Investor - (defined in NI 45-106) means:

(a)	a Canadian financial institution or a Schedule III Bank; or
(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; or
(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); or
(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada, as a representative of a person or company referred to in paragraph (d); or
(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada; or
(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, Comité de gestion de la taxe scolaire de l' le de Montreal or an intermunicipal management board in Québec; or
(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; or
(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada; or
(j)	an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds CAD$1,000,000; or
(k)	an individual whose net income before taxes exceeded CAD$200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded CAD$300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; or
(l)	an individual who, either alone or with a spouse, has net assets of at least CAD$5,000,000; or
(m)	a person, other than an individual or investment fund that has net assets of at least CAD$5,000,000 as shown on its most recently prepared financial statements and such person was not created or used solely to purchase or hold securities as an “accredited investor”; or
(n)	an investment fund that distributes or has distributed its securities only to: (i) a person that is or was an accredited investor at the time of the distribution; (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 and 2.19 of NI 45-106; or (iii) a person described in paragraph (n)(i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106; or

11

APPENDIX "A"

to Exhibit 1

(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator, or in Québec, the securities regulatory authority, has issued a receipt; or
(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; or
(q)	a person acting on behalf of a fully managed account managed by that person, if that person (i) is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and (ii) in Ontario, is purchasing a security that is not a security of an investment fund; or
(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded; or
(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function; or
(t)	a person in respect of which all of the owners of interests, direct, indirect, or beneficial, except the voting securities required by law to be owned by directors, are persons that are “accredited investors” (as defined in NI 45-106); or
(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or
	(v)a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as (i) an “accredited investor” (as defined in NI 45-106); or (ii) an exempt purchaser in Alberta or British Columbia.

NOTE: The investor must initial beside the applicable portion of the above definition.

For the purposes hereof:

(a) "bank" means a bank named in Schedule I or II of the Bank Act (Canada);

(b) "Canadian financial institution" means

(i) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act; or

(ii) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

12

APPENDIX "A"

to Exhibit 1

(c) "director" means

(i) a member of the board of directors of a company or an individual who performs similar functions for a company, and

(ii) with respect to a person that is not an company, an individual who performs functions similar to that of a director of a company;

(d) "eligibility adviser" means a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a purchaser and authorized to give advice with respect to the type of security being distributed;

(e) "EVCC" means an employee venture capital corporation that does not have a restricted constitution and is registered under Part 2 of the Employee Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and whose business objective is making multiple investments;

(f) "financial assets" means

(i) cash;

(ii) securities; or

(iii) a contract of insurance, a deposit or evidence of a deposit that is not a security for the purposes of securities legislation;

(g) "foreign jurisdiction" means a country other than Canada or a political subdivision of a country other than Canada;

(h) "fully managed account" means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client's express consent to a transaction;

(i) "jurisdiction" means a province or territory of Canada except when used in the term "foreign jurisdiction";

(j) "individual" means

(i) for Alberta, a natural person, but does not include

(A) a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or a trust, or

(B) a natural person in the person's capacity as trustee, executor, administrator or other legal representative;

(ii) for British Columbia, a natural person, but does not include

(A) a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or a trust, or

(B) a natural person in the person's capacity as trustee, executor, administrator or personal or other legal representative;

(k) "investment fund" means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes an EVCC and a VCC;

(l) "non-redeemable investment fund" means an issuer,

(i) whose primary purpose is to invest money provided by its securityholders,

13

APPENDIX "A"

to Exhibit 1

(ii) that does not invest,

(A) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or

(B) for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

(iii) that is not a mutual fund;

(m) "person" includes

(i) an individual;

(ii) a corporation;

(iii) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and

(iv) an individual or other person in that person's capacity as a trustee, executor, administrator or other legal representative;

(n) "related liabilities" means

(i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or

(ii) liabilities that are secured by financial assets;

(o) "Schedule III bank" means an authorized foreign bank named in Schedule III of the Bank Act (Canada):

(p) "securities legislation" means

(i) for Alberta, the Securities Act (Alberta) and the regulations and rules under such Act and the blanket rulings and orders issued by the Alberta Securities Commission;

(ii) for British Columbia, the Securities Act (British Columbia) and the regulations, rules and forms under such Act and the blanket rulings and orders issued by the British Columbia Securities Commission;

(iii) for other Canadian jurisdictions, such other statutes and instruments as are listed in Appendix B of National Instrument 14-101 - Definitions;

(q) "securities regulatory authority" means

(i) for Alberta, the Alberta Securities Commission;

(ii) for British Columbia, the British Columbia Securities Commission;

(iii) for other Canadian jurisdictions, means the securities regulatory authority as listed in Appendix C of National Instrument 14-101 - Definitions;

(r) "spouse" means an individual who

(i) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual; or

14

APPENDIX "A"

to Exhibit 1

(ii) is living with another individual in a marriage-like relationship, including a marriage-like relationship of individuals of the same gender; or

(iii) in Alberta, is an individual referred to in paragraph (i) or (ii) or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);

(s) "subsidiary" means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary; and

(t) "VCC" means a venture capital corporation registered under Part 1 of the Small Business Venture Capital Act (British Columbia), R.S.B.C. 1996 c. 429 whose business objective is making multiple investments.

Meaning of Control:

A person ("first person") is considered to "control" another person ("second person") if:

(i) the first person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation; or

(ii) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or

(iii) the second person is a limited partnership and the general partner of the limited partnership is the first person.

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EX-4.2

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.

NEITHER THESE WARRANTS NOR THE COMMON SHARES ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE WARRANTS MAY NOT BE EXERCISED WITHIN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, AND EXEMPTIONS FROM APPLICABLE STATE SECURITIES LAWS, IN EACH CASE AFTER PROVIDING AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT.

NEITHER THESE WARRANTS NOR THE COMMON SHARES ISSUABLE UPON EXERCISE THEREOF MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT: (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT; (B) IN A TRANSACTION OUTSIDE THE UNITED STATES MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. PRIOR TO THE COMPLETION OF ANY SUCH TRANSACTION PURSUANT TO THE FOREGOING CLAUSES (B) OR (C), THE TRANSFEROR SHALL DELIVER TO THE CORPORATION A WRITTEN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSACTION IS IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF ALL APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES LAWS. HEDGING TRANSACTIONS WITH RESPECT TO THESE WARRANTS AND THE COMMON SHARES ISSUABLE UPON EXERCISE THEREOF ARE PROHIBITED UNLESS THEY ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT.

This warrant certificate is void if not exercised on or before 5:00 p.m. (Edmonton time) on January 13, 2009.

WARRANT CERTIFICATE

DEEP WELL OIL & GAS, INC.

(Incorporated under the laws of the State of Nevada and extra-provincially registered in the Province of Alberta, Canada)

WARRANT CERTIFICATE	«Warrant» WARRANTS, each
NO. «Certificate»	entitling the holder to acquire one
	Common Share for each Warrant
	represented hereby

THIS IS TO CERTIFY THAT, FOR VALUE RECEIVED

«Name»

«Address»

(hereinafter referred to as the "holder" or the "Warrantholder") is entitled to acquire for each Warrant represented hereby, in the manner and subject to the restrictions and adjustments set forth herein, at any time and from time to time until 5:00 p.m. (Edmonton time) (the "Time of Expiry") on the Expiry Date (as hereinafter defined), one fully paid and non-assessable common share ("Common Share") of DEEP WELL OIL & GAS, INC. (the "Corporation"), at the Exercise Price (as hereinafter defined), subject to adjustment as herein provided.

These Warrants may only be exercised at the principal office of the Corporation at 510 Royal Bank Building, 10117 Jasper Avenue, Edmonton, Alberta, T5J 1W8, or such other office as the Corporation may advise the holder in writing. These Warrants are issued subject to the terms and conditions appended hereto as Schedule "A".

IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to be executed by a duly authorized officer.

DATED this 13 day of January, 2006.
	DEEP WELL OIL & GAS, INC.
	Per: ___________________________________

(See terms and conditions attached hereto)

2

SCHEDULE "A"

TERMS AND CONDITIONS FOR WARRANT

ARTICLE 1

INTERPRETATION

1.1 Definitions

In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:

(a) "Common Shares" means the common shares in the capital of the Corporation;

(b) "Corporation" means Deep Well Oil & Gas, Inc.;

(c) "Current Market Price" of the Common Shares at any date means the simple average of the closing price per share for the Common Shares for any 10 consecutive trading days selected by the Corporation commencing not more than 45 trading days before such date on the stock exchange on which the Common Shares are listed or, if such Common Shares are not listed on a stock exchange, such over-the-counter market on which the Common Shares are quoted or trade (provided that if on any day in such period no closing price per share for the Common Shares is reported on by such exchange or over-the-counter market for such day, the average of the reported closing bid and asked prices on such exchange or over-the-counter market on such day shall be deemed to be the closing price per share for the Common Shares for such day) of if the Common Shares are not listed or quoted on any stock exchange or over-the-counter market, a price determined by the board of directors of the Corporation acting reasonably;

(d) "Dividend Paid in the Ordinary Course" means a dividend declared payable on the Common Shares in any four consecutive quarters of the Corporation, whether in (1) cash, (2) securities of the Corporation, including rights, options or warrants (other than rights, options or warrants referred to in subsection 4.2(b)) to purchase any securities of the Corporation or property or other assets of the Corporation, or (3) property or other assets of the Corporation, to the extent that the amount or value of such dividend together with the amount or value of all other dividends theretofore paid during such financial year (any such securities, property or other assets so distributed to be valued at the fair market value of such securities, property or other assets, as the case may be, as determined by the Corporation, which determination shall be conclusive, provided that, for the purposes of this definition, the fair market value of any Common Share distributed by way of dividend shall be conclusively determined by reference to the Current Market Price per Common Share on the date prior to the declaration of such dividend) does not exceed the greater of:

(i) 150% of the aggregate amount and/or value of dividends declared payable by the Corporation on the Common Shares in the period of four consecutive financial quarters ended immediately prior to the first day of such financial year; and

3

(ii) 100% of the consolidated net income of the Corporation before extraordinary items (but after dividends payable on all shares ranking prior to or on a parity with respect to the payment of dividends with the Common Shares) in respect of the period of four consecutive financial quarters ended immediately prior to the first day of the current financial quarter (such consolidated net income, extraordinary items and dividends to be shown in the audited consolidated financial statements of the Corporation for such period of four consecutive financial quarters or if there are no audited consolidated financial statements for such period, computed in accordance with generally accepted accounting principles, consistent with those applied in the preparation of the most recent audited consolidated financial statements of the Corporation);

(e) "Exercise Price" means the price of US$2.25 per Common Share (subject to adjustment in certain events);

(f) "Expiry Date" means the 13th day of January, 2006;

(g) "herein", "hereby" and similar expressions refer to these Terms and Conditions as the same may be amended or modified from time to time; and the expression "Article" and "Section" followed by a number refer to the specified Article or Section of these Terms and Conditions;

(h) "person" means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning;

(i) "Time of Expiry" means 5:00 p.m. (Edmonton time) on the Expiry Date;

(j) "Warrant" means the warrant to acquire Common Shares evidenced by the Warrant Certificate issued to the holder; and

(k) "Warrant Certificate" means the certificate to which these Terms and Conditions are attached.

1.2 Gender

Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

1.3 Interpretation Not Affected by Headings

The division of these Terms and Conditions into Articles, Sections and Subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof.

4

1.4 Applicable Law

The terms hereof and of the Warrant shall be construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable thereto.

ARTICLE 2

ISSUE OF WARRANT

2.1 Issue of Warrants

That number of Warrants set out on the Warrant Certificate are hereby created and authorized to be issued.

2.2 Additional Warrants

Subject to any other written agreement between the Corporation and the Warrantholder, the Corporation may at any time and from time to time undertake further equity or debt financing and may issue additional securities of any kind including Common Shares, warrants or grant options or similar rights to purchase Common Shares to any person.

2.3 Issue in Substitution for Lost Warrants

If the Warrant Certificate becomes mutilated, lost, destroyed or stolen:

(a) the Corporation shall, subject to subsection 2.3(b) hereof, issue and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen, in exchange for and in place of and upon cancellation of such mutilated, lost, destroyed or stolen Warrant Certificate; and

(b) the holder shall bear the cost of the issue of a new Warrant Certificate hereunder and in the case of the mutilation, loss, destruction or theft of the Warrant Certificate, shall, as a condition precedent to the issuance of a new Warrant Certificate, furnish to the Corporation such evidence of mutilation, loss, destruction, or theft as shall be satisfactory to the Corporation in its sole discretion and, if required by the Corporation, an indemnity in an amount and form satisfactory to the Corporation, in its discretion, and shall pay the reasonable charges of the Corporation in connection therewith.

2.4 Warrantholder Not a Shareholder

The Warrant Certificate shall not constitute the holder a shareholder of the Corporation, nor entitle it to any right or interest in respect thereof except as may be expressly provided in the Warrant Certificate. The Corporation may deem and treat the holder of the Warrant Certificate as the absolute owner thereof for all purposes and the Corporation shall not be affected by any notice to the contrary.

5

2.5 Register of Warrants

At all times while Warrants are outstanding, the Corporation shall maintain a register of all holders of Warrants on which shall be entered the names, latest known addresses of all holders and if available, the telecopier numbers of such holders and particulars of the Warrants held by them and a register of transfers in which shall be entered the particulars of all transfers of Warrants, such registers to be kept by and at the office of the Corporation.

2.6 Transfer

Warrants may only be transferred on the register of the Corporation by the holder thereof or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Corporation in accordance with applicable laws. The Warrants and the Common Shares issuable thereunder are and may continue to be subject to resale restrictions and hold periods, and holders should consult their legal advisors in respect of the same. Such transfer will be effected upon surrender to the Corporation of this Warrant Certificate for cancellation and the duly completed and executed Transfer Form attached hereto as Appendix 1 and upon compliance, to the reasonable satisfaction of the Corporation, with:

(a) the conditions herein;

(b) such reasonable requirements as the Corporation may require; and

(c) all applicable securities legislation and requirements of regulatory authorities and all stock exchanges upon which the Common Shares are listed from time to time, as applicable.

ARTICLE 3

EXERCISE OF THE WARRANT

3.1No Registration under U.S. Securities Act

The Warrants may not be exercised within the United States, or by or on behalf of a “U.S. Person” (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), nor will certificates representing Common Shares issuable upon exercise of the Warrants be delivered in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and exemptions from applicable state securities laws. Any person who proposes to exercise a Warrant shall provide to the Corporation, as contemplated in Appendix 2, either (i) written certification that the Warrant is not being exercised within the United States or by or on behalf of a U.S. Person, (ii) a written opinion of counsel or other evidence satisfactory to the Corporation to the effect that the issuance of Common Shares upon exercise of such Warrant is not required to be registered under the U.S. Securities Act and applicable state securities laws or (iii) written confirmation by the person exercising the Warrant that it is the original purchaser thereof and reaffirming, as of the date of such exercise, the representations, warranties made by it in the subscription agreement pursuant to which it purchased the Warrant. Common Shares issuable upon exercise of Warrants by a person in the United States or by or on behalf of a U.S. Person may, if so determined by the Corporation in its sole discretion, bear a legend restricting transfer.

6

3.2 Method of Exercise of The Warrant

The holder may exercise the right hereby conferred on the holder to acquire Common Shares (subject to the provisions of this Article 3) by:

(a) duly completing and executing the Warrant Exercise Form attached hereto as Appendix 2; and

(b) certifying that the holder or (if different) the recipient of the Common Shares to be issued upon exercise of the Warrant either: (i) is not (a) a "U.S. Person", (b) exercising the Warrant(s) on behalf of a "U.S. Person", and (c) in the United States at the time that the Warrant(s) are exercised and did not execute or deliver the Warrant Exercise Form in the United States; or (ii) at or prior to the time of such exercise, has delivered to the Corporation a written opinion of counsel or other evidence satisfactory to the Corporation to the effect that the issuance of Common Shares upon such exercise is not required to be registered under the U.S. Securities Act and applicable state securities laws; or (iii) is the original purchaser of the Warrants and confirms as of the date of such exercise, the representations, warranties and agreements made by it in the subscription agreement pursuant to which the Warrant was purchased by it; and

(c) surrendering this certificate, together with the holder’s certified cheque or a bank draft, money order or wire transfer in the full amount of the total aggregate Exercise Price of the Common Shares being purchased, together with the duly completed and executed Warrant Exercise Form, to the Corporation at its offices,

at any time up until the Time of Expiry. This Warrant Certificate shall be deemed to be surrendered only upon personal delivery thereof to, or if sent by mail or other means of transmission, upon actual receipt thereof by, the Corporation at its offices.

3.3 Effect of Exercise of the Warrant

(a) Upon surrender and payment as aforesaid the Common Shares so subscribed for shall be issued as fully paid and non-assessable shares, free from all liens, charges and encumbrances and the holder shall become the holder of record of such Common Shares on the date of such surrender and payment;

(b) Within ten (10) business days after surrender and payment as aforesaid, the Corporation shall forthwith cause the issuance of and mail to the holder a certificate for the Common Shares purchased as aforesaid;

(c) Notwithstanding anything herein contained including any adjustment provided for in Article 4, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. Any fractional Common Shares that would otherwise be issuable upon the exercise of Warrants shall be cancelled by the Corporation without compensation to the holder thereof; and

7

(d) Notwithstanding anything herein contained, no Common Shares will be issued pursuant to the exercise of any Warrant if the issuance of such Common Shares would constitute a violation of the securities laws of any applicable jurisdiction or the requirements of any applicable stock exchange, and without limiting the generality of the foregoing, in the event that any of the Warrants are exercised prior to expiry of any hold period or other resale restriction placed thereon by such laws or requirements, the certificates evidencing the Common Shares thereby issued will bear such legend as is required under applicable securities laws and that, in the opinion of legal counsel to the Corporation, is necessary in order to avoid a violation of any such laws or requirements.

3.4 Subscription for Less than Entitlement

The holder may subscribe for and purchase a number of Common Shares less than the number which it is entitled to purchase pursuant to the surrendered Warrant Certificate. In the event of any purchase of a number of Common Shares less than the number which can be purchased pursuant to the Warrant Certificate, the Corporation shall forthwith issue and deliver to the holder a new Warrant Certificate containing the same terms and conditions as disclosed herein to purchase that number of Common Shares with respect to which such partial exercise did not apply.

3.5 Resale Restrictions

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.

3.6 Expiration of the Warrant

After the Time of Expiry, all rights hereunder shall wholly cease and terminate and the Warrant Certificate and the Warrants shall be void and of no further force and effect.

ARTICLE 4

ADJUSTMENTS

4.1 Adjustment of Number of Common Shares

The acquisition rights in effect at any date attaching to the Warrants shall be subject to adjustment from time to time as follows:

(a) If and whenever at any time after the date hereof and prior to the Time of Expiry, any adjustment in the Exercise Price or in the calculation thereof pursuant to Section 4.2 shall occur as a result of:

8

(i)an event referred to in subsection 4.2(a);

(ii) the fixing by the Corporation of a record date for an event referred to in subsection 4.2(b); or

(iii) the fixing by the Corporation of a record date for an event referred to in subsection 4.2(c) if such event constitutes the issue or distribution to the holders of all or substantially all of its outstanding Common Shares of:

(A) Common Shares, or

(B) securities exchangeable for or convertible into Common Shares at less than the Current Market Price of the Common Shares on such record date, or

(C) rights, options or warrants to acquire Common Shares at an exercise, exchange or conversion price per Common Share less than the Current Market Price of the Common Shares on such record date,

the number of Common Shares obtainable upon the subsequent exercise of the Warrant shall be adjusted simultaneously with the adjustment in the Exercise Price pursuant to Section 4.2 by multiplying the number of Common Shares theretofore obtainable on the exercise thereof immediately prior to such adjustment by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately after such date and the denominator shall be the total number of Common Shares outstanding immediately prior to such date. To the extent that any adjustment in subscription rights occurs pursuant to this subsection 4.1(a) as a result of the distribution of securities convertible into or exchangeable for Common Shares referred to in subsection 4.2(a) or as a result of the fixing by the Corporation of a record date for the distribution of rights, options or warrants referred to in subsection 4.2(b), the number of Common Shares purchasable upon exercise of a Warrant shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number of Common Shares which would be purchasable based uponthe number of Common Shares actually issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further such right. To the extent that any such adjustment in subscription rights occurs pursuant to this subsection 4.1(a) as a result of the fixing by the Corporation of a record date for the distribution referred to in subsection 4.2(c) of rights, options or warrants or exchangeable or convertible securities, the number of Common Shares purchasable upon exercise of a Warrant shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the number which would be purchasable pursuant to this subsection 4.1(a) if the fair market value of such rights, options or warrants or other exchangeable or convertible securities had been determined for the purposes of the adjustment pursuant to this subsection 4.1(a) on the basis of the number of Common Shares issued and remaining issuable immediately after such expiration, and shall be further readjusted in such manner upon expiration of any further right.

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(b) If and whenever at any time after the date hereof and prior to the Time of Expiry there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in subsection 4.2(a) or a consolidation, amalgamation or merger of the Corporation (including, without limitation, by way of plan of arrangement) with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Warrantholder who has not exercised his right of acquisition prior to the effective date of such reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the kind and number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, reorganization, consolidation, amalgamation or merger, or to which such sale or conveyance may be made, as the case may be, that such holder would have been entitled to receive as a result of such reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares to which the holder was theretofore entitled upon exercise. If determined appropriate by the board of directors of the Corporation to give effect to or to evidence the provisions of this subsection 4.1(b), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall prior to or contemporaneously with any such reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, enter into an agreement or new Warrant Certificate which shall provide, to the extent possible, for the application of the provisions set forth in this Warrant Certificate with respect to the rights and interests thereafter of the Warrantholder to the end that the provisions set forth in this Warrant shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter and upon entering into such new Warrant Certificate or agreement, the Corporation shall cease to have any obligations (including the obligation to issue any Common Shares) hereunder and the holder shall cease to have any rights hereunder. Any Warrant Certificate or agreement entered into pursuant to the provisions of this subsection 4.1(b) shall be an agreement entered into pursuant to the provisions of Article 6. Any Warrant Certificate or agreement entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Article 4 and which shall apply to successive reclassifications, reorganizations, consolidations, amalgamations, mergers, sales or conveyances.

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4.2 Adjustment of Exercise Price

The Exercise Price in effect at any date attaching to the Warrants shall be subject to adjustment from time to time as follows:

(a) If and whenever after the date hereof and at any time prior to the Time of Expiry, the Corporation shall:

(i) subdivide, divide or change its outstanding Common Shares into a greater number of Common Shares;

(ii) consolidate, reduce or combine its outstanding Common Shares into a lesser number of Common Shares;

(iii) make any distribution, other than by way of Dividend Paid in the Ordinary Course, to the holders of all or substantially all of the outstanding Common Shares payable in Common Shares;

the Exercise Price in effect on the effective date of such events referred to in subsections 4.2(a)(i), 4.2(a)(ii), or 4.2(a)(iii) shall be adjusted to equal the price determined by multiplying the Exercise Price in effect immediately prior to such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares immediately after such date. Such adjustment shall be made successively whenever any event referred to in this subsection 4.2(a) shall occur.

(b) If and whenever at any time after the date hereof, the Corporation shall fix a record date which is prior to the Time of Expiry for the issue of rights, options or warrants to all or substantially all the holders of outstanding Common Shares under which such holders are entitled during a period expiring not more than sixty (60) days after the record date for such issue to subscribe for or purchase Common Shares, or securities convertible into or exchangeable for Common Shares, at a price per Common Share or having a conversion or exchange price per Common Share less than the Current Market Price per Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, by such Current Market Price per Common Share, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible securities so offered are convertible or exchangeable). If by the terms of the rights, options or warrants referred to in this subsection 4.2(b), there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. Any Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that any adjustment in Exercise Price occurs pursuant to this subsection 4.2(b) as a result of the fixing by the Corporation of a record date for the distribution of rights, options or warrants referred to in this subsection 4.2(b), the Exercise Price shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration, and shall be further readjusted in such manner upon expiration of any further such right.

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(c) If and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date which is prior to the Time of Expiry for the issue or distribution to all or substantially all the holders of its outstanding Common Shares of:

(i) shares of any class other than Common Shares (excluding Dividends Paid in the Ordinary Course);

(ii) rights, options or warrants (excluding those referred to in subsection 4.2(b));

(iii) evidences of its indebtedness; or

(iv) any other property or assets (excluding Dividends Paid in the Ordinary Course);

then, and in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the aggregate fair market value (as determined by the Corporation, which determination shall be conclusive) of such shares, rights, options, warrants, evidences of indebtedness or assets so issued or distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price, and any Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and to the extent that such distribution is not so made, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed, as the case may be.

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4.3 General Adjustments

(a) If necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Article 4 with respect to the rights and interests thereafter of the holders of Warrants to the end that the provisions set forth in this Article 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be made by and set forth in an amendment to this Warrant Certificate hereto approved by the directors of the Corporation and shall for all purposes conclusively be deemed to be an appropriate adjustment.

(b) If any case in which this Article 4 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder's right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.3(b), have become the holder of record of such additional Common Shares as a result of the exercise of the Warrants.

(c) No adjustment in the Exercise Price or in the number of shares to be issued pursuant to the exercise of the Warrants shall be required unless such adjustment would result in a change of at least 1% in the Exercise Price then in effect or unless the number of shares to be issued would change by at least 1/100th of a share, provided, however, that any adjustments which, except for the provisions of this subsection 4.3(c) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.

(d) The adjustments provided for in this Article 4 in the Exercise Price and in the number and classes of shares which are to be received on the exercise of Warrants are cumulative. After any adjustment pursuant to this Section, the term "Common Shares" where used in this Warrant shall be interpreted to mean the shares or other securities or property of the Corporation which, as a result of all prior adjustments pursuant to this Section, the Warrantholder is entitled to receive upon the exercise of his Warrant, and the number of Common Shares indicated in any subscription made pursuant to a Warrant shall be interpreted to mean the number and kind of securities or property which, as a result of all prior adjustments pursuant to this Article 4, a Warrantholder is entitled to receive upon the full exercise of a Warrant entitling the holder thereof to purchase the number of Common Shares so indicated.

(e) All securities and property which a Warrantholder is at the time in question entitled to receive on the full exercise of his Warrant, whether or not as a result of adjustments made pursuant to this Section, shall, for the purposes of the interpretation of this Warrant be deemed to be securities and property which such Warrantholder is entitled to purchase pursuant to such Warrant.

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4.4 Notice of Adjustment

Whenever the number of Common Shares purchasable upon the exercise of each Warrant or the Exercise Price of such Common Shares is adjusted, as herein provided, the Corporation shall promptly send to the Warrantholder by first class mail, postage prepaid, notice of such adjustment or adjustments.

ARTICLE 5

COVENANTS BY THE CORPORATION

5.1 Covenants by the Corporation

The Corporation hereby covenants and agrees as follows:

(a) it will at all times maintain its corporate existence and will carry on its business as currently carried on;

(b) it will reserve and there will remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the rights of acquisition provided for in the Warrant Certificate; and

(c) all Common Shares issued upon exercise of the right to purchase provided for herein shall, upon payment of the Exercise Price therefor, be issued as fully paid and non-assessable shares.

ARTICLE 6

MERGER AND SUCCESSORS

6.1 Corporation May Consolidate, etc. on Certain Terms

Nothing herein contained shall prevent any consolidation, reorganization, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a conveyance or transfer of all or substantially all the properties and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity lawfully entitled to acquire and operate same, provided, however, that the other body corporate, trust, partnership or other entity formed by such reorganization, consolidation, amalgamation, arrangement or merger or which acquires by conveyance or transfer all or substantially all the properties and assets of the Corporation shall, simultaneously with such reorganization, consolidation, amalgamation, arrangement, merger, conveyance or transfer, assume the due and punctual performance and observance of all the covenants and conditions hereof to be performed or observed by the Corporation.

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6.2 Successor Corporation Substituted

In case the Corporation, pursuant to Section 6.1, shall be reorganized, consolidated, amalgamated, arranged, or merged with or into any other body corporate, trust, partnership or other entity, or shall convey or transfer all or substantially all of its properties and assets as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the successor formed by such reorganization, consolidation, amalgamation, arrangement or merger or into which the Corporation shall have been reorganized, consolidated, amalgamated, arranged or merged or which shall have received a conveyance or transfer as aforesaid, shall succeed to and be substituted for the Corporation hereunder and such changes in phraseology and form (but not in substance) may be made in the Warrant Certificate and herein as may be appropriate in view of such reorganization, consolidation, amalgamation, arrangement, merger, conveyance or transfer.

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APPENDIX 1

TRANSFER FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to _____________________________________, __________________ Warrants of Deep Well Oil & Gas, Inc. registered in the name of the undersigned on the records of Deep Well Oil & Gas, Inc. represented by the Warrant Certificate attached hereto and irrevocably appoints Deep Well Oil & Gas, Inc. the attorney of the undersigned to transfer the said securities on the books or register with full power of substitution.

DATED the ______ day of ________________, 200__.

Signature Guaranteed Signature of Holder

Instructions:

1. The signature of the Holder must be the signature of the person appearing on the face of this Certificate.

2. If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a judiciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

3. The signature on the Transfer Form must be guaranteed by an authorized officer of a chartered bank, trust Corporation or an investment dealer who is a member of a recognized stock exchange.

4. Warrants shall only be transferable in accordance with applicable laws. The Warrants and the Common Shares issuable thereunder are subject to resale restrictions and hold periods which will prevent the Holder, except in very limited circumstances from trading such securities. Holders should consult their legal advisors in this regard.

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APPENDIX 2

WARRANT EXERCISE FORM

TO:Deep Well Oil & Gas, Inc.

The undersigned holder of the within Warrant(s) hereby subscribes for _______________ Common Shares of Deep Well Oil & Gas, Inc. (the "Corporation") (or such number of Common Shares or other securities or property to which such exercise entitles the undersigned in lieu thereof or in addition thereto under the provisions of the Warrant Certificate) pursuant to the within Warrant(s) at US$2.25 per share (or the adjusted dollar amount per share at which the undersigned is entitled to purchase such shares under the provisions of the Warrant(s) subscribed for above) prior to 5:00 p.m. (Edmonton time) on the Expiry Date on the terms specified in the said Warrant Certificate, which certificate is surrendered to the Corporation and which will, upon the issuance of the Common Shares referred to above and the issuance of a new Warrant for any outstanding rights of the surrendered Warrant, be null and void. The undersigned also encloses herewith a certified cheque, bank draft or money order or has transmitted good same day funds by wire or other similar transfer, in lawful money of the United States, payable to or to the order of Deep Well Oil & Gas, Inc. in payment of the exercise price.

In order to exercise any Warrants represented by this certificate, the person exercising Warrant(s) must check one of the following:

[PLEASE CHECK ONE]

o The undersigned holder (i) at the time of exercise of these Warrants is not in the United States; (ii) is not a "U.S. person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and is not exercising these Warrants on behalf of a "U.S. person"; and (iii) did not execute or deliver this Warrant Exercise Form in the United States; or

o The undersigned certifies that an exemption from registration under the U.S. Securities Act and any applicable state securities laws is available, and attached hereto is an opinion of counsel to such effect, it being understood that any opinion of counsel tendered in connection with the exercise of these Warrants must be in form and substance satisfactory to the Corporation; or

o The undersigned certifies that the undersigned is the original purchaser of the Warrant(s) being exercised and confirms as of the date hereof, the representations, warranties and agreements made by the undersigned in the subscription agreement pursuant to which such Warrant(s) was acquired by it.

The undersigned directs that the said Common Shares hereby exercised, be issued and delivered as follows:

Name in full	Address(es) (Include Postal Code)	# of Common Shares
(Please print full name in which certificates are to be issued. If any of the securities are to be issued to a person or persons other than the undersigned, the undersigned holder must pay to the Corporation all requisite taxes or other governmental charges.)

DATED this ____day of__________ , 200__.

Witness	Signature of Warrantholder (or its representative if not an individual).
Print name and address of Warrantholder in full
Name: _______________________________________	Address: __________________________________________
Title of person signing on behalf of holder (if subscriber is not an individual):
	Signature Guaranteed

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1. If the Warrant Exercise Form indicates that Common Shares are to be issued to a person or persons other than the registered holder of the certificate, the signature of such holder of the Warrant Exercise Form must be guaranteed by an authorized officer of a chartered bank, trust corporation or an investment dealer who is a member of a recognized stock exchange.

2. If the Warrant Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a judiciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

3. If the registered Holder exercises its right to receive Common Shares prior to expiry of any hold period or other resale restriction placed on the Warrants by the securities laws of any applicable jurisdiction or the requirements of any applicable stock exchange, the certificates evidencing the Common Shares thereby issued will bear such legend as is required under applicable securities laws and that, in the opinion of legal counsel to the Corporation, be necessary in order to avoid a violation of any such laws or requirements.

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