12.

STOCK OPTIONS

On November 28, 2005, and as amended on December 4, 2014, the Board of Deep Well adopted the Deep Well Oil & Gas, Inc. Stock Option Plan (the “Plan’). The Plan was approved by the majority of shareholders at the February 24, 2010 general meeting of shareholders. The Plan, is administered by the Board, permits options to acquire shares of the Company’s common stock (the “Common Shares”) to be granted to directors, senior officers and employees of the Company and its subsidiaries, as well as certain consultants and other persons providing services to the Company or its subsidiaries.

The maximum number of shares, which may be reserved for issuance under the Plan, may not exceed 10% of the Company’s issued and outstanding Common Shares, subject to adjustment as contemplated by the Plan. The aggregate number of Common Shares with respect to which options may be vested to any one person (together with their associates) under the plan, together with all other incentive plans of the Company in any one year shall not exceed 2% of the total number of Common Shares outstanding, and in total may not exceed 6% of the total number of Common Shares outstanding.

On March 23, 2011, the Company granted six of its directors options to purchase 450,000 shares each of common stock at an exercise price of $0.14 per Common Share, 150,000 vesting immediately and the remaining vesting one-third on March 23, 2012, and one-third on March 23, 2013, with a five-year life.

On June 20, 2013, the Company granted six of its directors options to purchase 450,000 shares each of common stock at an exercise price of $0.05 per Common Share, 150,000 vesting immediately and the remaining vesting one-third on June 20, 2014, and one-third on June 20, 2015, with a five-year life.

On June 20, 2013, the Company granted two consultants an option to purchase each 1,000,000 shares each of common stock at an exercise price of $0.05 per Common Share, 500,000 vesting immediately and remaining vesting on June 20, 2014.

On June 20, 2013, the Company granted one employee an option to purchase 150,000 shares each of common stock at an exercise price of $0.05 per Common Share, 50,000 vesting immediately and the remaining vesting one-third on June 20, 2014, and one-third on June 20, 2015, with a five-year life.

From August 12 to 15, 2013, there were 3,200,000 stock options exercised for total gross proceeds to the Company of $322,000 from six directors and one consultant.

On October 28, 2013, the Company granted a contractor an option to purchase 250,000 shares of common stock at an exercise price of $0.30 per Common Share, all vesting immediately, with a five-year life, for his services in connection with the Farmout Agreement dated July 31, 2013.

On December 4, 2013, the Company appointed a new director to its Board and in connection with the appointment the Company granted the new director an option to purchase 450,000 shares each of common stock at an exercise price of $0.34 per Common Share, 150,000 vesting immediately and the remaining vesting one-third on December 4, 2014, and one-third on December 4, 2015, with a five-year life.

On September 19, 2014, the Company granted seven of its directors options to purchase 600,000 shares each of common stock at an exercise price of $0.38 per Common Share, 200,000 vesting immediately and the remaining vesting one-third on September 19, 2015, and one-third on September 19, 2016, with a five-year life.

On September 19, 2014, the Company granted two consultants an option to purchase each 1,200,000 shares each of common stock at an exercise price of $0.38 per Common Share, 600,000 vesting immediately and remaining vesting on September 19, 2015.

On September 19, 2014, the Company granted one employee an option to purchase 180,000 shares each of common stock at an exercise price of $0.38 per Common Share, 60,000 vesting immediately and the remaining vesting one-third on September 19, 2015, and one-third on September 19, 2016, with a five-year life.

On November 17, 2014, the Company appointed a new director to its Board and in connection with the appointment the Company granted the new director an option to purchase 600,000 shares each of common stock at an exercise price of $0.23 per Common Share, 200,000 vesting immediately and the remaining vesting one-third on November 17, 2015, and one-third on November 17, 2016, with a five-year life.

For the period ended December 31, 2014, the Company recorded share based compensation expense related to stock options in the amount of $316,959 (September 30, 2014 – $1,087,356) on the stock options that were issued on November 17, 2014 and vested stock options that were previously granted. As of December 31, 2014, there was remaining unrecognized compensation cost of $1,039,871 related to the non-vested portion of these unit option awards. Compensation expense is based upon straight-line depreciation of the grant-date fair value over the vesting period of the underlying unit option.

	Shares Underlying Options Outstanding						Shares Underlying Options Exercisable
Range of Exercise Prices	Shares Underlying Options Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Shares Underlying Options Exercisable		Weighted Average Exercise Price

$0.14 at December 31, 2014		900,000		1.23	$	0.14		900,000	$	0.14
$0.05 at December 31, 2014		3,450,000		3.47		0.05		2,500,000		0.05
$0.30 at December 31, 2014		250,000		3.83		0.30		250,000		0.30
$0.34 at December 31, 2014		450,000		3.93		0.34		300,000		0.34
$0.38 at December 31, 2014		6,780,000		4.72		0.38		2,660,000		0.38
$0.23 at December 31, 2014		600,000		4.89		0.23		200,000		0.23
		12,430,000		4.08	$	0.26		6,810,000	$	0.22

The aggregate intrinsic value of exercisable options as of December 31, 2014, was $Nil (September 30, 2014 - $0.11).

The following is a summary of stock option activity as at December 31, 2014:

	Number of Underlying Shares		Weighted Average Exercise Price		Weighted Average Fair Market Value

Balance, September 30, 2014		11,830,000	$	0.26	$	0.21

Balance, December 31, 2014		12,430,000	$	0.26	$	0.21

Exercisable, December 31, 2014		6,810,000	$	0.22	$	0.18

A summary of the options granted at December 31, 2014 and September 30, 2014 and changes during the periods then ended is presented below:

	December 31, 2014				September 30, 2014
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price

Outstanding balance at beginning of period		11,830,000	$	0.26		900,000	$	0.14
						3,450,000		0.05
Granted- October 28, 2013						250,000		0.30
Granted- December 4, 2013						450,000		0.34
Granted- September 19, 2014						6,780,000		0.38
Granted- November 17, 2014		600,000		0.38
Vested- November 17, 2014		200,000		0.38
Vested- December 4, 2014		150,000		0.34

Outstanding at end of period		12,430,000	$	0.26		11,830,000	$	0.26
Exercisable		6,810,000		0.22		6,460,000		0.21

There were 5,620,000 unvested stock options outstanding as of December 31, 2014 (September 30, 2014 – 5,370,000).

Measurement Uncertainty for Stock Options

The Company used the Black-Scholes option pricing model (“Black-Scholes”) to value the options and warrants. This model was developed for use in estimating the fair value of traded “European” options which are liquid and that have no vesting restrictions and are fully transferable. The stock options that are granted to employees and directors and the warrants attached to the units issued by the Company are non-transferable and some vest over time, and all are “American” options. Option pricing models require the input of subjective assumptions including expected share price volatility. The fair value estimate can vary materially as a result of changes in the assumptions. The following assumptions are used in the Black-Scholes option-pricing model:

Expected Term – Expected term of 5 years represents the period that the Company’s stock-based awards are expected to be outstanding.

Expected Volatility – Expected volatilities are based on historical volatility of the Company’s stock, adjusted where determined by management for unusual and non-representative stock price activity not expected to recur. The expected volatility used ranged from 96% to 122%.

Expected Dividend – The Black-Scholes valuation model calls for a single expected dividend yield as an input. The Company currently pays no dividends and does not expect to pay dividends in the foreseeable future.

Risk-Free Interest rate – The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term. The risk-free rate used ranged from 0.62% to 1.83%.