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 report): November 17, 2014

DEEP WELL OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

NEVADA	0-24012	98-0501168
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

Suite 700, 10150 – 100 Street, Alberta, Canada	T5J 0P6
(Address of principal executive offices)	(Zip Code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry in to a Material Definitive Agreement.

As previously disclosed, on July 31, 2013, Deep Well Oil & Gas, Inc., through its subsidiary companies (the “Corporation”), entered into a Farmout Agreement (the “Farmout Agreement”) with MP West Canada SAS (the “Farmee”) to fund the Corporation’s share of the joint Steam Assisted Gravity Drainage project (the “SAGD Project”) located on the Corporation’s Sawn Lake oil sands acreage in Alberta, Canada.

Effective on November 17, 2014, the Corporation and the Farmee agreed to amend the Farmout Agreement (the “Amending Agreement”) to extend the expiry date of the Farmee’s option, from December 31, 2014 to December 31, 2015, to elect to acquire additional working interests of 45% to 50% in the remaining 56 sections of land where the Corporation has working interests ranging from 90% to 100%, by committing $110,000,000 of financing to the Corporation’s Sawn Lake oil sands project.

The foregoing summary is qualified in its entirety, by the terms of the Farmout Agreement which is incorporated herein by reference as Exhibit 10.1 and by the terms of the Amending Agreement filed herewith as Exhibit 10.2.

ITEM 8.01 Other Events

The information set forth under this “Item 8.01 Other Events” of this report is incorporated by reference into this Item 1.01.

ITEM 9.01 Financial Statements and Exhibits.

(a) Financial Statements

Not Applicable.

(d) Exhibits to subject matter reported on this Form 8-K

Exhibit No.	Description
Exhibit 10.1	Farmout Agreement between Northern Alberta Oil Ltd., Deep Well Oil & Gas (Alberta) Ltd. and MP West Canada SAS dated July 31, 2013 (incorporated by reference as Exhibit 10.1 on Form 8-K/A filed on August 8, 2013.
Exhibit 10.2	Amending Agreement dated November 17, 2014, filed herewith.

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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 hereto duly authorized.

	DEEP WELL OIL & GAS, INC.
Date: November 21, 2014	By:	/s/ Curtis J. Sparrow
		Curtis J. Sparrow, P.Eng., MBA
		Chief Financial Officer

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EX-10.2

Exhibit 10.2

AMENDING AGREEMENT
to Farmout Agreement made as of July 31, 2013

THIS AMENDING AGREEMENT is dated effective as of November 17, 2014.

AMONG:

MP WEST CANADA SAS, a body corporate, incorporated pursuant to the laws of the France (hereinafter referred to as "MP West")

- and -

NORTHERN ALBERTA OIL LTD., a body corporate, incorporated pursuant to the laws of the Province of Alberta (hereinafter referred to as "NAOL")

- and -

DEEP WELL OIL & GAS (ALBERTA) LTD., a body corporate, incorporated pursuant to the laws of the Province of Alberta (hereinafter referred to as "Deep Well")

WHEREAS:

(A)            MP West, NAOL and Deep Well are parties to the Farmout Agreement dated July 31, 2013 (the "Farmout Agreement"); and

(B)            MP West, NAOL and Deep Well wish to amend the Farmout Agreement, as set forth in this Amending Agreement.

NOW THEREFORE, in consideration of the premises and the respective covenants and agreements set forth herein and in the Farmout Agreement, the parties hereto agree to follows:

1. INTERPRETATION

This Amending Agreement is supplemental to and shall form one agreement with the Farmout Agreement and the Farmout Agreement and this Amending Agreement shall be read together and have effect so far as practicable as though all the provisions thereof and hereof were contained in one instrument.

2. AMENDMENTS

The Farmout Agreement is amended as follows:

        2.1     by deleting the date "December 31, 2014" from the last line of Section 4.1 of the Farmout Agreement, and replacing it with the date "December 31, 2015".

3. CONFIRMATION

The parties hereto hereby acknowledge and confirm that, except as specifically amended by the provisions of this Amending Agreement, all of the terms and conditions contained in the Farmout Agreement are and shall remain in full force and effect, unamended, in accordance with the provisions thereof.

4. ENUREMENT

This Amending Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and assigns.

5. TIME

Time shall be of the essence of this Amending Agreement.

6. GOVERNING LAWS

This Amending Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta.

7. EXECUTION IN COUNTERPART

This Amending Agreement may be executed by the parties in separate counterparts (and by facsimile transmission or by a scanned copy by electronic mail) each of which when so executed and transmitted or delivered shall be an original, but all such counterparts shall together constitute one and the same agreement.

IN WITNESS WHEREOF the parties hereto have caused this Amending Agreement to be duly executed as of the day and year first above written.

NORTHERN ALBERTA OIL LTD.		MP WEST CANADA SAS
Per:	/s/ Curtis J. Sparrow	Per:	/s/ Alain Torre
DEEP WELL OIL & GAS (ALBERTA) LTD.
Per:	/s/ Curtis J. Sparrow