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): July 31, 2013

DEEP WELL OIL & GAS, INC.
(Exact name of registrant as specified in its charter)

NEVADA
 
0-24012
 
13-3087510
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer
incorporation)
     
Identification No.)

Suite 700, 10150 – 100 Street, Edmonton, 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 (see General Instruction A.2. below):
 
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.

Pursuant to a subscription agreement dated July 31, 2013, Deep Well Oil & Gas, Inc. (the “Company”) closed a private placement (“Offering”) to one investor, MP West Canada SAS (the “Subscriber”), of an aggregate of 45,111,778 common shares (“Common Shares”) for total gross proceeds of US$22,000,000 (Twenty Two Million US Dollars). As per the Offering the Common Shares will be issued to the Subscriber on or before November 30, 2013. The Company plans to issue the Common Shares to the Subscriber on or after August 19, 2013. The Common Shares were issued pursuant to Regulation S under the Securities Act of 1933, as amended.
 
The foregoing summary is qualified in its entirety by the terms of the Offering in the form of a Subscription Agreement which is filed herewith as Exhibits 4.1.

Item 3.02             Unregistered Sales of Equity Securities.

The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” of this report is incorporated by reference into this Item 3.02.

Item 8.01             Other Events.

On July 31, 2013, the Company through its 100% owned subsidiaries, Northern Alberta Oil Ltd. and Deep Well Oil & Gas (Alberta) Ltd. (collectively “Deep Well”), entered into farmout agreement (the “Farmout Agreement”) with MP West Canada SAS, a wholly owned subsidiary of Maurel et Prom, to fund Deep Well’s share of a recently approved Alberta Energy Resources (“AER”) Steam Assisted Gravity Drainage demonstration project (“SAGD Demonstration Project”) at our Sawn Lake heavy oil reservoir in the Peace River oil sands region of Northern Alberta. In accordance with this Farmout Agreement MP West Canada SAS has agreed to provide up to US$40,000,000 in funding for Deep Well’s portion of the costs for the demonstration project, in return for a net 25 per cent working interest in 12 of the 68 sections where Deep Well has a working interest of 50 per cent. MP West Canada SAS will also provide funding to cover operating expenses of Deep Well. In addition, MP West Canada SAS has the option to elect to obtain a working interest of 40 per cent to 45 per cent working interest in the remaining 56 sections of land where Deep Well has working interests ranging from 80 per cent to 90 per cent, by committing US$110,000,000 of financing to Deep Well’s Sawn Lake project.

Item 9.01             Financial Statements and Exhibits.

The Company issued a press release on August 2, 2013 announcing this private placement and farmout agreement, which is filed herewith as Exhibit 99.1.

(a)  Financial Statements

Not Applicable.

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

Exhibit No.
 
Description
4.1
 
Form of Subscription Agreement for private placement dated November 23, 2012, filed herewith.
99.1
 
Press Release dated August 2, 2013, filed herewith.

 
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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: August 5, 2013
By:
/s/ Horst A. Schmid
 
   
Dr. Horst A. Schmid
 
   
President and CEO
 
 
 
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EXHIBIT 4.1

SUBSCRIPTION FOR COMMON SHARES

(Section 2.3 Accredited Investor Exemption Pursuant to “National Instrument 45-106 – Prospectus and Registration Exemptions ” –
Alberta and British Columbia Jurisdictions Only)

TO:
Deep Well Oil & Gas, Inc. (the "Corporation")
Suite 700, 10150 – 100 Street
Edmonton, Alberta  T5J 0P6

The undersigned subscriber (the “ Subscriber ”) acknowledges that the Corporation is proceeding with an offering (“Offering”) of ________________common shares (“ Common Shares ”) for gross proceeds of $_____________. 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 Common Shares 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
 
   
Number of Common Shares:
By:
       
 
Authorized Signature
     
     
Aggregate Subscription Price :
Official Capacity or Title – please print
     
       
 Date:
     
No. of Common Shares Currently Held:
     
0
(Please print name of individual whose signature appears above if different than the name of the Subscriber printed above.)
     
       
Subscriber's Address
   
Register the Common Shares as set forth below:
       
     
Name
       
Facsimile Number
     
     
Address
         
Telephone Number
E-Mail Address
   
Address
 
 
ACCEPTANCE :  The Corporation hereby accepts the above subscription as of this _____ day of ________________, 2013 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 of this date and that the Subscriber is entitled to rely thereon.

 
DEEP WELL OIL & GAS, INC.
 
By:
 
 
EXHIBIT 99.1
 
NEWS RELEASE
 
Deep Well raises funds and partners with Maurel et Prom subsidiary, as work begins on demonstration project at Sawn Lake.
 
August 02, 2013 – 08:00 EDT
 
EDMONTON, ALBERTA--(Marketwire - Aug. 2, 2013) - Deep Well Oil & Gas, Inc. (and its subsidiaries "Deep Well" or "Company") (OTCQB Marketplace: DWOG) is pleased to announce that it has raised $22 million USD in a private placement and signed a farmout agreement with a wholly owned subsidiary of Maurel et Prom to fund our share of the demonstration project at our Sawn Lake heavy oil reservoir in the Peace River oil sands region of Northern Alberta.

Deep Well has accepted a private placement from MP West Canada SAS, a wholly owned subsidiary of Maurel et Prom (“Maurel et Prom”), of $22 million US priced at 48.8 cents per share.  Deep Well will issue 45.1 million shares to Maurel et Prom. Further, Maurel et Prom has entered into a joint venture agreement with Deep Well agreeing to provide up to USD $40 million in funding for the various steps of the demonstration project, in return for a net 25 per cent working interest in 12 of the 68 sections where Deep Well has a working interest of 50 per cent. Maurel et Prom will also provide funding to cover operating expenses of Deep Well.

Maurel et Prom can also elect to obtain a working interest of 40 per cent to 45 per cent working interest in the remaining 56 sections of land where Deep Well has working interests ranging from 80 per cent to 90 per cent, by committing $110 million US of financing to the Sawn Lake project.

Drilling operations are commencing, followed by steaming this autumn on a demonstration project using steam assisted gravitational drainage (SAGD). First production is expected in the first months of 2014.

The demonstration project is on the 12 sections of lands in the Sawn Lake reservoir in which Deep Well and Maurel et Prom will each hold a 25 per cent interest.

The Board of Directors thanks the Company’s shareholders for their patience and their continued confidence. The Board notes this demonstration project is only the initial step in extracting the optimum value from this reservoir.

Maurel et Prom is France’s second largest oil and gas company.  It has proven experience as an oil operator with a presence in Africa and Latin America.  In 10 years, they have drilled more than 100 exploration wells and discovered major fields at minimum cost.  Currently working in 10 countries on 4 continents, Maurel et Prom is focused on exploration and maximisation of the value of its acreage.  The company’s management is comprised exclusively of professionals with strong track records in the oil and gas industry.

Deep Well and its Canadian subsidiaries, Northern Alberta Oil Ltd. and Deep Well Oil & Gas (Alberta) Ltd., have a 90 per cent  working interest in 51 contiguous square miles of oil sands leases, an 80 per cent working interest in 5 contiguous square miles of oil sands leases and a 50 per cent working interest in 12 contiguous square miles in the Sawn Lake heavy oil area in North Central Alberta. The leases cover 17,408 gross hectares (43,015 gross acres).

 
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Deep Well is fully committed to best practices in environmental stewardship to assure sustainable development of its in-situ heavy oil holdings.
 
This news release contains forward-looking statements. The words or phrases "would be," "to be," "will allow," "intends to," "will likely result," " expected,"  "will continue," "is anticipated," "potential," "recoverable," "estimate," "forecast," "project," or similar expressions are intended to identify "forward-looking statements." Actual results could differ materially from those projected in the Company's proposed oil and gas related business and described in this press release. The Company's business and the realization of the results contemplated by this press release are subject to various risks, which are discussed in the Company's filings with the SEC. The Company's filings may be accessed at the SEC's Edgar system at www.sec.gov . Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company cautions readers not to place reliance on such statements. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward- looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such a statement.

Deep Well Oil & Gas, Inc. (OTCQB Marketplace: DWOG - News)

Contact:
Deep Well Oil & Gas, Inc.
1-780-409-8144
info@deepwelloil.com
www.deepwelloil.com  

 
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