DEEP WELL OIL & GAS INC (Form: 8-K/A, Received: 10/15/2013 11:46:26)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

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		98-0501168
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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))

The undersigned registrant hereby clarifies its working interest ownership as set out in item 8.01 below, and in addition amends exhibit 4.1 to replace the abbreviated Form of the subscription agreement with the full subscription agreement, and adds exhibit 10.1 to include the Farmout Agreement dated July 31, 2013, under Item 9.01 of the registrant’s Current Report on Form 8-K, also dated July 31, 2013 and filed with U.S. Securities and Exchange Commission on August 5, 2013, to read in its entirety as set forth below .

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 subscription agreement which is filed herewith as Exhibit 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 Saint-Aubin Energy (owned 1/3 by Maurel et Prom and 2/3 by MPI, two listed companies based in Paris, France), to fund Deep Well’s share of a recently approved Alberta Energy Resources (“AER”) Steam Assisted Gravity Drainage demonstration project (“SAGD Demonstration Project”) in 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 sections where Deep Well has a working interest of 50 per cent. MP West Canada SAS will also provide funding to cover a portion of the 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.

The foregoing summary is qualified in its entirety by the terms of the Farmout Agreement which is filed herewith as Exhibit 10.1.

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.

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

Exhibit No.		Description
4.1		Subscription Agreement between Deep Well Oil & Gas, Inc. and MP West Canada SAS for private placement dated July 31, 2013, filed herewith.
10.1		Farmout Agreement between Northern Alberta Oil Ltd., Deep Well Oil & Gas (Alberta) Ltd. and MP West Canada SAS dated July 31, 2013, filed herewith.
10.2		SAGD Demonstration Project Agreement dated July 30, 2013 between Northern Alberta Oil Ltd., Deep Well Oil & Gas (Alberta) Ltd. and Andora Energy Corporation (incorporated herein by reference to exhibit 4.1 to our Form 8-K filed on August 21, 2013).
99.1		Press Release dated August 2, 2013, (incorporated herein by reference to exhibit 99.1 to our Form 8-K filed on August 5, 2013).

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: October 11, 2013	By:	/s/ Curtis Sparrow
		Mr. Curtis Sparrow
		Chief Financial Officer

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 45,111,778 common shares (“ Common Shares ”) for gross proceeds of $22,000,000. 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 .

MP West Canada SAS		Number of Common Shares:

Name of Subscriber – please print		45,111,778

By:	/s/ Alain Torre	Aggregate Subscription Price:
	Authorized Signature
		$22,000,000 USD
	President
Official Capacity or Title – please print

Date:	July 31, 2013	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.)		Register the Common Shares as set forth below: MP West Canada SAS


Subscriber's Address		Name


Facsimile Number		Address


Telephone Number E‑Mail Address		Address

ACCEPTANCE : The Corporation hereby accepts the above subscription as of this __ 31 __ day of ___ July ____, 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:	/s/ Curtis Sparrow, CFO

This is the first page of an agreement comprised of 15 pages (not including Exhibits).

SCHEDULE “A” - TERMS AND CONDITIONS OF SUBSCRIPTION FOR

COMMON SHARES OF DEEP WELL OIL & GAS, INC.

Definitions

In this Subscription Agreement:

(a)

“Closing ” or “ Closing Date ” means the closing of the Offering on such other date or dates as may be agreed by the Corporation and the Subscriber;

(b)

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

(c)

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

(d)

“ Farmout Agreement ” means Farmout Agreement, dated July 31 , 2013, among Northern Alberta Oil Ltd. and Deep Well Oil & Gas (Alberta) Ltd., as Farmor, and MP West Canada SAS, as Farmee;

(e)

“ Governmental Authority ” means any governmental department, commission, board, bureau, agency, court or other instrumentality, whether foreign or domestic, of any country, nation, republic, federation or similar entity or any state, county parish or municipality, jurisdiction or other political subdivision thereof or any self-regulatory organization;

(f)

“ Laws ” means any statutes, by-laws, rules, regulations, orders, ordinances, codes, treaties, decrees, judgments, awards or requirements, in each case of any Governmental Authority, and terms and conditions of any grant of approval, permission, authority or license of any Governmental Authority; and all policies, notices, guidelines, protocols or directions of any Governmental Authority which are binding on the Person referred to in the context in which it is used;

(g)

“ Lien ” means any charge, claim, community property interest, condition, encumbrance, equitable interest, lien, mortgage, option, pledge, security interest, indenture, hypothecation, deed of trust, right of first refusal, easement, security agreement, or restriction of any kind, including any restriction or limitation on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership;

(h)

“ MI 51-105 ” means Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-The-Counter Markets;

(i)

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

(j)

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

(k)

“ Offering ” means the offering of Common Shares by the Corporation at USD $0.488 per Common Share;

(l)

“ Person ” means an individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock company, trust, limited liability company, unincorporated organization, other entity or government or any agency or political subdivision thereof;

(m)

“ Prior Share Issuance Reservations ” means all previously reserved share issuances including the ten percent (10%) of the issued and outstanding share capital which may be granted as options pursuant to the Corporation’s stock option plan.

(n)

“ Securties ” means the Common Shares;

(o)

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

(p)

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

(q)

“ Subscription Price ” means the aggregate subscription price paid by the Subscriber, being USD $22,000,000;

(r)

“Subsidiary” means each of Northern Alberta Oil Ltd. (formerly known as Mikwec Energy Canada Ltd.), incorporated under the Business Corporations Act (Alberta), Canada and Deep Well Oil & Gas (Alberta) Ltd., incorporated under the Business Corporations Act (Alberta), Canada;

(s)

“ United States ” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

(t)

“ U.S. Person ” means “U.S. person” as that term is defined in Regulation S under the U.S. Securities Act;

(u)

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended;

Terms of the Offering

1. The Subscriber hereby confirms its subscription for and agrees to take up the Common Shares as provided for on the initial page of this Subscription Agreement and delivers herewith a certified cheque, wire transfer 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 subscribed for herein delivered to the Subscriber on or before November 30, 2013.

2. The Subscriber acknowledges that the Common Shares subscribed for hereunder consist of a sale by the Corporation of 45,111,778 Common Shares of the Corporation for gross proceeds of USD $22,000,000.

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 Common Shares 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.

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 Common Shares under applicable securities legislation, preparing and registering certificates representing Common Shares 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 13 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 COMMON SHARES MUST BE CONSIDERED SPECULATIVE AND IS SUBJECT TO A NUMBER OF RISK FACTORS. THE SUBSCRIBER COVENANTS AND AGREES TO COMPLY WITH MI 51-105, NI 45-106, NI 45-102, THE U.S. SECURITIES ACT, APPLICABLE STATE SECURITIES LAWS 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 Common Shares. 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 Common Shares 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 Common Shares, 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 MI 51-105, NI 45-102 and the U.S. Securities Act 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 Common Shares; 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 Common Shares 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 Common Shares; and

(d)	this Subscription 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 Common Shares 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 Common Shares 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 Common Shares 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)

the Subscriber has concurrently properly completed, executed and delivered a Risk Acknowledgement Form in the form attached as Exhibit 2 to this Subscription Agreement, which the Corporation is relying upon for determining the sale of securities of the Corporation to the Subscriber in a manner exempt from the registration requirements of the applicable securities laws, which form is true and correct both as of the date of execution of this Subscription Agreement and as at Closing; and

(h)	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

(i)

the Subscriber has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, disclosure document or any other document describing the business and affairs of the Corporation in order to assist the Subscriber in making an investment decision in respect of the Securities; and

(j)

the issuance of the Common Shares was not accompanied by any form of general solicitation, including but not limited to any advertisement in printed public media, radio, television or telecommunications, including electronic display, such as from the Internet. The decision to execute this Subscription Agreement and to subscribe for the Common Shares has not been based upon any verbal or written representation or understanding as to fact or otherwise made by or on behalf of the Corporation not otherwise contained in this Subscription Agreement and the Subscriber has no understandings to the contrary; and.

(k)

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 Common Shares; and 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

(l)	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

(m)

it is aware that the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, 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 without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption or exclusion from such registration requirements 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

(n)

the Common Shares have not been offered to the Subscriber in the United States, this Subscription Agreement has not been executed by or on behalf of the Subscriber in the United States, and the Subscriber has not otherwise placed its order to purchase the Securities from within the United States; and

(o)	it is not a U.S. Person and is not purchasing the Common Shares on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; and

(p)

the Subscriber undertakes and agrees that it will not offer or sell the Securities 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

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

(r)

it understands and acknowledges that the Corporation must, and the Corporation hereby agrees to, 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

(s)

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 Common Shares (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

(t)

if any Securities are being sold 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

(u)	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

(v)	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

(w)	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

(x)	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

(y)

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

(z)

in the case of a subscription by the Subscriber for Common Shares 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

(aa)

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 Common Shares; and

(bb)

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

(cc)

the Subscriber understands that Common Shares are being offered for sale only on a "private placement" basis and that the sale and delivery of the Common Shares 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 applicable securities legislation; (ii) it may not receive information that would otherwise be required to be provided to it under applicable securities legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under applicable securities legislation; and

(dd)

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 Common Shares (including, without limitation, a completed and duly executed Representation Letter, attached as Exhibit 1 ); and

(ee)	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

(ff)	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

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

(hh)

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") ”) or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “ Patriot Act ”) 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 pursuant to the PCMLA or the Patriot Act; and

(ii)

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;

(jj)

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 Common Shares 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; and

(kk)

the Subscriber understands and acknowledges that the Corporation intends to use a significant portion of the proceeds of the Offering to declare and pay a cash dividend to holders of the Corporation’s common stock as of the record date for the payment of such dividend, and that the Subscriber will not be entitled to receive any of such dividend in respect of the Common Shares being acquired hereunder.

Representations, Warranties and Covenants of the Corporation

8. The Corporation hereby represents, warrants and covenants to the Subscriber as of the date hereof that:

(a)

Corporate Organization ; Good Standing; Qualification . The Corporation and each Subsidiary is an entity duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite entity power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted. Each of the Corporation and each Subsidiary is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification;

(b)

Subsidiaries . The Corporation owns, directly or indirectly, 100% of the equity interests in each Subsidiary and does not own or control, directly or indirectly, any interest in any other Person, other than the Subsidiaries. The Corporation or its applicable Subsidiary has good and valid title to all of the equity interests owned by it in any Subsidiary, free and clear of any Liens or any rights of first refusal, rights of first offer, or similar rights of any Person to acquire or restrict the transfer of such equity interests. There are no equity interests of any such Subsidiary issued, reserved for issuance or outstanding;

(c)	Capitalization .

(i)

On the date hereof, the authorized capital stock of the Corporation consists of 600,000,000 Common Shares. Except for 180,447,113 issued and outstanding Common Shares, 72,992,855 Common Shares reserved for issuance upon exercise of outstanding warrants (the “ Warrants ”), and 7,550,000 Common Shares reserved for issuance upon exercise of outstanding options (the “ Options ”), there are no other equity interests in the Corporation issued, reserved for issuance or outstanding other than those Common Shares which are reserved according to the Company’s Stock Option Plan for Directors and Managers which limits the total number of options which can be granted under the plan to 10% of the issued and outstanding shares;

(ii)

There is not outstanding any option, warrant, right (contingent or other, including conversion, exchange, participation, right of first refusal, co-sale or preemptive rights) or agreement for the purchase or acquisition from the Corporation or any Subsidiary of any of its or their equity interests or any options, warrants or rights convertible into or exchangeable for any such equity interests, other than pursuant to this Subscription Agreement, the Options and the Warrants. Except as contemplated by this Subscription Agreement or the Farmout Agreement, the Options and the Warrants, there is no agreement by the Corporation or any Subsidiary of the Corporation to issue equity interests, subscriptions, warrants, options, convertible or exchangeable securities or other such rights or to distribute to holders of its or their equity securities any evidence of indebtedness or asset. Except as contemplated by this Subscription Agreement and the Farmout Agreement: (i) none of the Corporation or any of the Subsidiaries is a party or subject to any agreement, and there is no agreement between or among any holders of the Corporation’s or any of the Subsidiaries’ equity interests relating to the acquisition or disposition of any security or to voting or giving written consents with respect to any security or matter relating to the Corporation or such Subsidiary; (ii) none of the Corporation or any of the Subsidiaries has any agreement (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity interests or other securities or any interest therein or to pay any dividend or make any other accrual or distribution in respect thereof; and (iii) no Person is entitled to any preemptive or similar right with respect to the issuance of any equity interests or other securities of the Corporation or any of the Subsidiaries; and

(iii)

All of the outstanding shares of capital stock of the Corporation have been duly and validly issued and are fully paid and non-assessable, and were issued in accordance with the registration or qualification requirements of the U.S. Securities Act and any relevant state securities laws or pursuant to valid exemptions therefrom. Upon issuance, sale and delivery as contemplated by this Subscription Agreement, the Common Shares will be duly authorized, validly issued, fully paid and non-assessable, and free and clear of any and all security interests, pledges, liens, charges, claims, options, restrictions on transfer, preemptive or similar rights, proxies and voting or other agreements, or other encumbrances of any nature whatsoever, except for those provided for herein or in the Farmout Agreement and other than restrictions on transfer imposed by federal or state securities laws;

(d)

Authorization . The Corporation has the requisite corporate power and authority to execute, deliver and perform its obligations under this Subscription Agreement and in the Farmout Agreement. The execution and delivery of this Subscription Agreement and the Farmout Agreement by the Corporation and the performance by the Corporation of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Corporation. No corporate or stockholder action is necessary to authorize such execution, delivery and performance of this Subscription Agreement and the Farmout Agreement. Upon execution and delivery, this Subscription Agreement and the Farmout Agreement shall constitute the legal, valid, binding and enforceable obligation of the Corporation, enforceable against the Corporation in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general principles of equity;

(e)

No Conflicts . The execution, delivery and performance by the Corporation of this Subscription Agreement and the Farmout Agreement, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Common Shares, do not, and will not, (a) except as would not reasonably be expected to result in a Material Adverse Effect, conflict with, or result in a violation of, any provision of any law, ordinance, permit, concession, grant, franchise, statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Corporation or any of the Subsidiaries or any of their respective properties or assets, (b) conflict with or result in a violation of any provision of the organizational documents of the Corporation or the comparable organizational documents of any of the Subsidiaries, or (c) conflict with, result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of, any Lien on any property or asset of the Corporation or the Subsidiaries or in any obligation by the Corporation or the Subsidiaries to purchase or redeem, or offer to purchase or redeem, any capital stock or other securities of the Corporation or the Subsidiaries, under any material contract filed as exhibits to the Corporation SEC Reports (as defined herein) to which the Corporation or any of the Subsidiaries is a party or by which the Corporation or any of the Subsidiaries or any of their respective properties may be bound. Except for those already obtained and except for customary post-closing securities law filing, there are no consents, waivers and approvals under any such material contracts required to be obtained by the Corporation or any of the Subsidiaries in connection with the Corporation’s entering into this Subscription Agreement or the Farmout Agreement or the consummation of the transactions contemplated hereby or thereby, including the issuance of the Common Shares;

(f)	Reports and Financial Statements .

(i)

Since September 30, 2012, the Corporation has filed with the U.S. Securities and Exchange Commission (the “ SEC ”) all forms, registration statements, reports, schedules and statements and other documents (including exhibits thereto) required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act” ), including pursuant to Section 13(a) or 15(d) of the Exchange Act (such forms, reports, schedules, statements and other documents, in each case, as amended, supplemented or superseded, being hereinafter referred to as the “ Corporation SEC Reports ”). Each Corporation SEC Report, including the documents incorporated by reference in each of them, at the time filed (i) contained, in all material respects, all information required to be included in it, (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iii) complied in all material respects with all applicable requirements of the Exchange Act. As of the date hereof, none of the Corporation SEC Reports, nor any registration statement filed under the U.S. Securities Act, is, to the knowledge of the Corporation, the subject of any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation; and

(ii)

The audited consolidated financial statements and unaudited interim financial statements of the Corporation included in the Corporation SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Corporation and the Subsidiaries, (ii) when filed, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP ”) in effect at the applicable times applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, for normal year-end adjustments that are not material in amount or scope to the extent permitted by the SEC on Form 10-Q, Form 8-K or any like form under the Exchange Act), and (iv) present fairly, in all material respects, the financial position of the Corporation and the Subsidiaries as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments;

(g)	Absence of Certain Developments . Since September 30, 2012, except as identified and described in the Corporation SEC Reports (excluding any disclosures set forth in any risk factors section or forward-looking statements contained therein):

(i)

the Corporation and each of the Subsidiaries have conducted, in all material respects, its businesses in the ordinary course, consistent with past practice;

(ii)

there has not been an effect, change, event, occurrence, condition, circumstance or development that individually or in the aggregate was or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities, prospects, properties or results of operations of the Corporation and the Subsidiaries, taken as a whole (a “ Material Adverse Effect ”); and

(iii)

there has not been:

(A)

any incurrence by the Corporation or any of the Subsidiaries of indebtedness or other liability for borrowed money which, individually or together with all such other indebtedness, exceeds $5,000,000; or

(B)

grants of any material security interest in any material assets of the Corporation or any of the Subsidiaries;

(h)

Compliance ; Permits . Each of the Corporation and the Subsidiaries has all material franchises, permits, licenses, authorizations, consents, approvals, certificates, registrations and other rights and privileges from Governmental Authorities that it is required to have in order to own, lease and otherwise hold its properties and assets and to conduct its business as presently conducted (collectively, “ Permits ”), except to the extent that the failure to have a Permit would not be reasonably expected to have a Material Adverse Effect. All Permits held by the Corporation or any Subsidiary are valid and in full force and effect. None of the Corporation or any of the Subsidiaries has received any written communication that any Governmental Authority intends to cancel or terminate any Permit required to enable it to own, lease or otherwise hold its properties and assets or to conduct its business as presently conducted. Neither the Corporation nor any of the Subsidiaries is in violation of any Law applicable to the Corporation or any of the Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect and except as disclosed in the Corporation SEC Reports. Other than as disclosed in the Corporation SEC Reports and other than as would not be reasonably be expected to have a Material Adverse Effect, there are no claims or proceedings pending or, to the Corporation’s knowledge, threatened against the Corporation or any Subsidiary relating to non-compliance with or liability under any Law, and neither the Corporation nor any of the Subsidiaries has received any notice, demand letter or written request for information from any Governmental Authority or Person, or entered into any judgment, decision, order, writ, charge, injunction, stipulation, ruling, decree or award, relating to actual or alleged non-compliance with or liability under any Law. Except as would not be reasonably expected to have Material Adverse Effect, neither the Corporation nor any of the Subsidiaries is in violation, breach or default (with or without notice or lapse of time or both) of any judgment, decree, order, writ, statute, laws, ordinances, governmental rules or regulations to which it is subject, including, without limitation, any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, Laws or regulations relating to the environment or to occupational health and safety, and no material expenditures are or will be required in order to cause its current operations or properties to comply with any such law, ordinances, governmental rules or regulations. The Corporation and each of the Subsidiaries is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002;

(i)

Litigation . Except for the legal proceedings disclosed in the Corporation SEC Reports, there are no claims, actions, suits, inquiries, judicial or administrative proceedings or arbitrations pending or, to the knowledge of the Corporation, threatened against the Corporation, any of the Subsidiaries or any of their respective assets by or before any arbitrator or Governmental Authority, nor are there any reviews or investigations relating to the Corporation, any of the Subsidiaries or any of their respective assets pending, or to the knowledge of the Corporation, threatened by or before any arbitrator or Governmental Authority, in each case that would reasonably be expected to have a Material Adverse Effect; and

(j)

Absence of Undisclosed Liabilities . Neither the Corporation nor any of the Subsidiaries has any debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due, whether or not known to the Corporation) arising out of any transaction entered into at or prior to the Closing, or any act or omission at or prior to the Closing, or any state of facts existing at or prior to the Closing, including taxes with respect to or based upon the transactions or events occurring at or prior to the Closing, and including, without limitation, unfunded past service liabilities under any pension, profit sharing or similar plan, except for (a) liabilities disclosed in the financial statements contained in the Corporation SEC Reports and (b) liabilities incurred in the usual and ordinary course of business consistent with past practice since September 30, 2012.

Registration Rights

9. 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.

Notice

10. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by hand delivery, facsimile transmission, other means of electronic communication or (provided that the mailing party does not know and should not reasonably have known of any disruption or anticipated disruption of postal service which might affect delivery of the mail) by registered mail (postage prepaid), to:

(a)	in the case of the Subscriber, to the address appearing on the first page of this Subscription Agreement; and

(b)	in the case of the Corporation, to the address appearing in Section 16 of this Subscription Agreement,

or at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this paragraph.

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, wire transfer or bank draft payable to Parlee McLaws LLP in Trust re: Deep Well Oil & Gas, Inc. for the Subscription Price of the Common Shares subscribed for under this Subscription Agreement;

(c)	the applicable Representation Letter as follows:

(i)

if the Subscriber is an “accredited investor” in Alberta a fully completed and duly executed Representation Letter, attached as Exhibit 1 hereto; or

(ii)

if the Subscriber is an “accredited investor” in British Columbia a fully completed and duly executed Representation Letter, attached as Exhibit 1 hereto; or

(iii)

if the Subscriber is purchasing Common Shares pursuant to Subsection 7(f) a fully completed and duly executed Representation Letter, attached as Exhibit 1 hereto; and

(d)	a completed and duly signed Risk Acknowledgement Form in the form attached as Exhibit 2 hereto.

12. The purchase and sale of the Common Shares 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 Common Shares.

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.

14. The obligations of the parties to complete the purchase and sale of the Common Shares pursuant to this Subscription Agreement is conditioned upon the execution of the Farmout Agreement by each of the parties thereto.

General

15. 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 Common Shares. The representations, warranties and covenants of the Subscriber herein are made with the intent that they be relied upon by the Corporation and its counsel in determining the eligibility of a purchaser of Common Shares 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 Suite 700, 10150 – 100 Street, Edmonton, Alberta, T5J 0P6, 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.

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

17. 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 Common Shares by the Subscriber shall be borne by the Subscriber.

18. 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.

19. Time shall be of the essence hereof.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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.

25. The Subscriber acknowledges and agrees that acceptance of this Subscription Agreement will be conditional, among other things, upon the sale of Common Shares 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 Common Shares to or upon the direction of the Subscriber in accordance with the provisions hereof.

26. 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.

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

28. 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.

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

30. 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.

31. 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 facsimile, will be deemed to have been given or made on the business day next following the date upon which it was transmitted.

32. In this Subscription Agreement references to "$" are to United States (“USD”) dollars unless stated otherwise.

Exhibit 1

REPRESENTATION LETTER

(FOR ALBERTA AND/OR BRITISH COLUMBIA ACCREDITED INVESTORS OR ACCREDITED INVESTORS TO WHOM SUBSECTION 8(f) APPLIES)

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

In connection with the purchase of commons shares of the Corporation (" Common Shares ") 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 (and acknowledges that the Corporation and its counsel are relying thereof) that:

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

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 and not for the benefit of any other person;

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

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: July 31, 2013

	MP WEST CANADA SAS
	Print name of Subscriber

	By:	/s/ ALAIN TORRE
		Signature

		ALAIN TORRE
		Print name of Signatory (if different from Subscriber)

		PRÉSIDENT
		Title

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

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 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, the Comité de gestion de la taxe scolaire de l'île 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 financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000 (Canadian); or

	(k) an individual whose net income before taxes exceeded $200,000 (Canadian) in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 (Canadian) 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 $5,000,000 (Canadian); or

	(m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 (Canadian) 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

	(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

AT	(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 an “accredited investor” (as defined in NI 45-106).

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

For the purposes hereof:

(a)	" affiliate " - An issuer is an “ affiliate ” of another issuer if

(i)	one of them is the subsidiary of the other, or

(ii)	each of them is controlled by the same person;

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

(c)	" 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

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(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;

(d)	" control person " means

(i)

for Alberta,

a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a person or company holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or company is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

each person or company in a combination of persons or companies acting in concert by virtue of an agreement, arrangement, commitment or understanding, who holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a combination of persons or companies holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons or companies is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

(ii)

for British Columbia, means

a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or

each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,

and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

(e)	" 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;

(f)	" eligibility adviser " means:

(i)

a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed; and

(ii)

in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons, and

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have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

(g)	" 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;

(h)	" executive officer " means, for an issuer, an individual who is

(i)

a chair, vice-chair or president,

(ii)

a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(iii)

performing a policy-making function in respect of the issuer;

(i)	" 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;

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

(k)	" founder " means, in respect of an issuer, a person who,

(i)

acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

(ii)

at the time of the distribution or trade is actively involved in the business of the issuer;

(l)	" 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;

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

(n)	" individual " means

(i)

for Alberta, a natural person, but does not include

a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or a trust, or

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 partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or

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

A-4

(o)	" 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;

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

(i)

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

(ii)

that does not invest,

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

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;

(q)	" 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 personal or other legal representative;

(r)	" 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;

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

(t)	" 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 securities regulatory authority;

(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 securities regulatory authority;

(iii)

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

(u)	" 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 ;

A-5

(v)	" 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

(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);

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

(x)	" 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 beneficially owns or directly or indirectly, 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.

A-6

Exhibit 2

RISK ACKNOWLEDGEMENT FORM

Risk Acknowledgement under Alberta Securities Commission Blanket Order 31-505

and British Columbia Securities Commission BCI 32-513 Registration Exemption for

Trades in Connection with Certain Prospectus-Exempt Distributions Pursuant to

National Instrument 31-103

Name of Issuer: Deep Well Oil & Gas, Inc.

Name of Seller: Deep Well Oil & Gas, Inc.

I acknowledge that

· the person selling me these securities is not registered with a securities regulatory authority and is prohibited from telling me that this investment is suitable for me;

· the person selling me these securities does not act for me;

· this is a risky investment and I could lose all my money; and,

· I am investing entirely at my own risk.

	MP WEST CANADA SAS
July 31, 2013	Per:	Alain Torre, President
Date	Signature of Purchaser

	MP WEST CANADA SAS
	Print name of Purchaser

Deep Well Oil & Gas, Inc.
Name of salesperson acting on behalf of seller

Sign two copies of this document. Keep one copy for your records.

National Instrument 45-106 Prospectus and Registration Exemptions may require you to sign an additional risk acknowledgement form.

If you want advice about the merits of this investment and whether these securities are a suitable investment for you, contact a registered adviser or dealer.

( Corporation’s Copy )

EXHIBIT 10.1

FARMOUT AGREEMENT

THIS FARMOUT AGREEMENT made as of the 31 st day of July, 2013.

BETWEEN:

N O R T H E R N A L BE R T A O I L L T D . (" NA O L "), a body corporate incorporated under the laws of the Province of Alberta, and D EE P W E L L O I L & G A S ( A L BE R T A ) LT D . (" Dee p W e ll "), a body corporate incorporated under the laws of the Province of Alberta

(hereinafter collectively called " F a r m o r ")

AND:

MP WEST CANADA SAS , a body corporate incorporated under the laws of France

(hereinafter called " F a r m ee ")

WH E R E A S :

A.	F a r mor is the hold e r of I nt e r e s ts in the T itle D o c u m e nts a s d e s c r ib e d in S c h e dule " A " a nd S c h e dule "B" ;

B.	Farmor seeks a business partner to develop its Interest;

C.	Farmee wishes to earn from Farmor, a 50% portion of Farmor's Interests in the Title Documents and the Farmout Lands and Option Lands covered thereby on the terms and conditions set forth herein;

D.	Both Farmor and Farmee wish to establish between them a constructive and fair cooperation for investment in the Interests.

E.	A ndo r a Energy C o r po r a tion h a s p r opo s e d th a t a S AG D De mon s t r a tion P r oj ec t be ca rr i e d out on P r oj ec t J oint L a nds ( a s s u c h t e r ms a r e d e f i n e d b e lo w ) .

N OW T H E R E F O R E the Parties agree as follows:

1.	INTERPRETATION

1.1	Definitions

In this Farmout Agreement:

(a)

" Acc oun t ing P r o ce du re " means the 2011 PASC Accounting Procedure with the rates, elections and modifications thereto attached as Schedule "E", which is made a part hereof;

(b)

" A ndo r a " means Andora Energy Corporation;

(c)

" A ss ign m e nt P r o ce du re " means the 1993 CAPL Assignment Procedure attached as Schedule "C";

(d)

" De m on s t r a t ion P r o j ec t A g ree m e n t " means the agreement made as of the 30 th day of July, 2013 among Andora and Farmor in respect of the proposed SAGD demonstration project to be carried out on the Project Joint Lands and the SAGD Water Facilities to be constructed on nearby lands held under lease by Andora;

(e)

" E n c u m b r an ce s " means those royalties, overriding royalties, production payments, net profits interests or other charges of a similar nature, if any, applying against the Farmout Lands or the Option Lands, or the production or proceeds of production of Substances therefrom that are described as "Encumbrances" in Schedule "A" or Schedule "B" of this Farmout Agreement, and for certainty excludes the Nearshore GORR;

(f)

" F a r m o r 's A d m ini s t r a t ive C o s t s " means the actual administrative operating costs of Farmor, including the lease of its current or replacement office space in Edmonton, Alberta and salaries of its current officers, employees and consultants (or any of their replacements), estimated at $30,000 per month;

(g)

" F a r m out L and s " means lands and all Substances within upon or thereunder covered by the Title Documents (having the rights and subject to the restrictions therein) listed in Schedule "A" of this Farmout Agreement;

(h)

" Governmental Authority " means any government whether federal, provincial, state, territorial, local, regional, municipal or other political jurisdiction, and any agency, authority, instrumentality, court, tribunal, board, commission, bureau, arbitrator, arbitration tribunal or other tribunal, or any quasi-governmental or other entity, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation or taxing power or function of or pertaining to government having jurisdiction over the Farmout Lands, the Option Lands, the Parties or the work to be carried out or funded hereunder;

(i)

" I n t ere s t " means the percentage of undivided interest held by a Party in the Farmout Lands or the Option Lands, which percentage is as provided in Schedule "A" or Schedule "B" to this Farmout Agreement, as applicable, or as is modified subsequently pursuant to the provisions of this Farmout Agreement;

(j)

" Joint Opera t ing Agree m en t " means the joint operating agreement dated April 26, 2004 between Mikwec Energy Canada Limited and Maxen Petroleum Inc. until and unless superseded by a replacement joint operating agreement executed by Farmor, Farmee and Andora, in which case such replacement joint operating agreement shall be the “Joint Operating Agreement”;

(k)

" Maximum Expenditure Amount " means the amount of Forty Million United States Dollars (US$40,000,000);

(l)

“ Nearshore GORR ” means the 6.5% gross overriding royalty granted to Nearshore Petroleum Corp. by Mikwec Energy Canada, Ltd. (corporate predecessor to NAOL) pursuant to an agreement dated 12 December 2013, applicable to certain of the Farmout Lands and/or the Option Lands;

(m)

" Op er a t ing P r o ce du re " means the 2007 CAPL Operating Procedure;

(n)

" Op t ion L and s " means lands and all Substances within upon or thereunder covered by the Title Documents (having the rights and subject to the restrictions therein) listed in Schedule "B" of this Farmout Agreement;

(o)

" P a r t i e s " means Farmor and Farmee;

(p)

" P r odu c t ion F a c i l i t y " has the meaning given to it in the Demonstration Project Agreement;

(q)

" P r odu c t ion W e ll and P r odu c t i o n F a c il i t y A F E s " means the Authorities for Expenditure attached as Schedule "F" for the drilling of a production wellbore in 2013 at 01L/16-30-91-12 W5M, construction and installation of the Production Facility and completion of the 16-30 Production Well for circulation and production;

(r)

" P r o j ec t C o s t s " means the cost of Farmor’s and Farmee’s collective 50% participating interest share in the SAGD Demonstration Project and all other costs as set out in Section 3.2 and Section 3.3;

(s)

" P r o j ec t Joint L and s " means Twp 91 Rge 12 W5M: Section 30, as to all oil sands from the top of the Peace River to the base of the Pekisko;

(t)

" S A G D " means steam assisted gravity drainage;

(u)

" S A GD De m on s t r a t ion P r o j ec t " means:

(i)

the development project which Andora proposes to carry out on the Project Joint Lands, as more particularly described in the Production Well and Production Facility AFEs, which Andora intends to carry out during 2013 (the " 2013 P ha s e "); together with

(ii)

the potential drilling of a 2 n d well pair and recompletion of an existing well to be tied into the Production Facility, completion of the 00/16-30-91-12 W5M well as an infield SAGD production well and its connection to the Production Facility, expansion of the Production Facility and SAGD Water Facilities, and use of the Proprietary Andora Technology, as defined in the Demonstration Project Agreement (the " 2014 P ha s e "); and

(iii)

the other activities and obligations of Farmor and Farmee under the Demonstration Project Agreement;

(v)

" S A GD Wa t e r F a c ili t i e s " has the meaning given to it in the Demonstration Project Agreement;

(w)

" Sub s t an ce s " means crude oil, crude bitumen, oil sands and gas condensates, liquids and associated substances, petroleum, natural gas and all other mineral substances granted by the Title Documents;

(x)

" T i t le D o c u m e n t s " means the documents of title described as "Title Documents" in Schedule "A" and Schedule "B" to this Farmout Agreement, insofar as they relate to the Farmout Lands and/or the Option Lands, and all renewals, extensions, continuations or substitutions therefor;

(y)

" 16 - 30 P r odu c t ion W e ll " has the meaning given to it in the Production Well and Production Facilities AFEs;

(z)

" 2013 P ha s e " has the meaning given to it in the definition of "SAGD Demonstration Project";

(aa)

" 2014 P ha s e " has the meaning given to it in the definition of "SAGD Demonstration Project"; and

(bb)

“90/10 JOA” means the joint operating agreement dated December 9, 2004 originally between Deep Well Oil & Gas, Inc. and 1132559 Alberta Ltd. until and unless superseded by a replacement joint operating agreement executed by Farmor, Farmee and Andora, in which case such replacement joint operating agreement shall be the “90/10 JOA”.

1.2	Incorporation of Provisions from 2007 CAPL Operating Procedure

The following provisions of the standard form 2007 CAPL Operating Procedure are incorporated herein by reference, as may be modified below:

1.01 Definitions

"Affiliate"

"Operator"

"Regulations"

1.02 References and Interpretation

15.00 ENCUMBRANCES

16.00 FORCE MAJEURE

18.00 CONFIDENTIALITY AND USE OF INFORMATION

19.00 PUBLIC ANNOUNCEMENTS [A. AND C.]

22.00 NOTICE.

1.3

Schedules

The following Schedules are attached hereto and made part of this Farmout Agreement:

(a)

Schedule "A", which describes the Title Documents, the Farmout Lands and the Interests of Farmor and Farmee in the Farmout Lands pre and post earning under this Farmout Agreement;

(b)

Schedule "B", which describes the Title Documents, the Option Lands and the Interests of Farmor and Farmee in the Option Lands pre and post earning under this Farmout Agreement;

(c)

Schedule "C" which is the Assignment Procedure;

(d)

Schedule "D" which is the Operating Procedure elections and modifications;

(e)

Schedule "E" which is the Accounting Procedure elections and modifications;

(f)

Schedule "F" which is the Production Well and Production Facility AFEs;

(g)

Schedule “G” which is the deposit trust conditions; and

(h)

Schedule “H” which is the form of Demonstration Project Agreement.

1.4

Conflicts

If any provision contained in the body of this Farmout Agreement conflicts with a schedule attached hereto, the provisions of the body of this Farmout Agreement shall prevail. If any provision of this Farmout Agreement conflicts with a provision of the Joint Operating Agreement, the 90/10 JOA or the Demonstration Project Agreement, then as between Farmor and Farmee, the provisions of this Farmout Agreement shall prevail. In the event of a conflict between any provision of this Farmout Agreement, the Joint Operating Agreement or the 90/10 JOA and the Regulations or the Title Documents, the Regulations or the Title Documents, as the case may be, shall govern, except that: (i) the Interests shall prevail if there is a difference between the Interests as determined under this Farmout Agreement and/or the Joint Operating Agreement or the 90/10 JOA and the registered interests in the Title Documents; and (ii) the allocation of responsibility for losses as provided herein shall govern the relationship of the Parties. If there is a conflict as provided above, this Farmout Agreement, the Joint Operating Agreement or the 90/10 JOA, as the case may be, shall be modified accordingly to the extent necessary to resolve such conflict, and, as so modified, shall continue in full force and effect.

2.	TITLE AND ENCUMBRANCES

2.1	Farmor Makes No Warranty of Title

Farmee will not earn any better Interest in the Farmout Lands or the Option Lands than Farmor now has under the Title Documents, and Farmee will acquire any Interest earned by it hereunder subject to the Crown royalty under those Title Documents. Farmor does not represent or warrant title to the Farmout Lands or the Option Lands, but represents that:

(a)

except for the Encumbrances, it has not granted any Interest (or the right to earn any Interest) in the Farmout Lands or the Option Lands, whereby a third party may acquire any portion of Farmor's Interest in the Farmout Lands;

(b)

it is not aware of any act or omission whereby Farmor is (or would be) in default under the terms of the Regulations or the Title Documents and it has not received, or otherwise become aware of, any notice of default for the Farmout Lands or the Option Lands that has not been remedied;

(c)

the Farmout Lands and the Option Lands are as of the date hereof free and clear of all liens, charges, encumbrances, demands and adverse claims or other burdens created by, through or under Farmor or of which Farmor is aware, other than the Encumbrances and the Nearshore GORR; and

(d)

as of the date hereof, none of the Interest of Farmor in the Farmout Lands or the Option Lands is subject to any preferential, pre-emptive or first purchase rights created by through or under Farmor or of which Farmor is otherwise aware that become operative by virtue of this Farmout Agreement or the transactions to be effected by it.

The Interest earned by Farmee will be acquired subject to the Encumbrances.

2.2	Maintaining Title – Earning Phase

(a)

During the period that Farmee has the right to earn an Interest in the Farmout Lands or the Option Lands: (i) Farmor will not grant any Interest in the Farmout Lands or the Option Lands and will not do or cause to be done any act or omission whereby the Farmout Lands or the Option Lands become encumbered, terminated or forfeited; and (ii) Farmor will not enter into any joint operating agreement or other material agreement affecting the Option Lands without the prior written consent of Farmee, not to be unreasonably withheld or delayed;

(b)

If, prior to the date Farmee earns its Interest in the applicable portion of the Farmout Lands or the Option Lands, the payment of a security, penalty or compensatory royalty is required to maintain in good standing any portion of the Farmout Lands or the Option Lands in which Farmee may earn an Interest, which obligation accrues after the date of this Farmout Agreement, Farmor will promptly give notice of that requirement to Farmee and make timely payment of same, and Farmee will promptly reimburse Farmor for its proportionate share (based on the Interest Farmee earns in such lands) upon earning an interest therein.

2.3	Rentals , Deposits, Security Bonds

Farmor and Farmee shall each pay and/or deposit their proportionate share of all governmental rentals accruing after the date of this Farmout Agreement and deposits or security bonds and any other payments required to maintain the Farmout Lands and the Option Lands; provided Farmee shall only be required to pay its proportionate share with respect to the Option Lands once it has earned an Interest therein pursuant to the terms of this Farmout Agreement. Farmor shall timely pay or deposit such rentals, deposits, security bonds or other payments and Farmee shall, on earning the Interests as provided herein, reimburse Farmor for its proportionate share of any such payments, and post and/or make the applicable deposits or security bonds for its proportionate share.

2.4	Nearshore GORR

Farmor shall use commercially reasonable efforts to have the Nearshore GORR (except as to one percentage point of the Nearshore GORR) terminated as soon as practicable after the date hereof. The costs of acquiring the royalty owner's interest in the Nearshore GORR and of any other actions reasonably necessary to effect the termination of the Nearshore GORR shall be for the sole account of Farmor.

For so long as the Nearshore GORR continues to apply to any of the Farmout Lands or the Option Lands, Farmor shall be solely responsible for and shall pay and perform all costs and obligations in respect thereof and in the event the Nearshore GORR is held to be an interest in land Farmor shall pay and perform on behalf of Farmee any portion of the obligations pertaining to the Nearshore GORR which pass to Farmee by operation of law. Without limiting the generality of the foregoing, if any owner of an interest in the Nearshore GORR elects to take its royalty share of production in kind, Farmor will provide such production in kind from its own Production or from some other source and Farmee shall not have any obligation in respect of same. Farmor shall indemnify and hold harmless Farmee for any costs, expenses or amounts that Farmee may become obligated to pay to any person in respect of the Nearshore GORR.

3.	OBLIGATIONS OF FARMEE

3.1	Farmee Payment of Farmor's Administrative Costs

From and after the date of this Farmout Agreement until completion in all substantial respects of the SAGD Demonstration Project, Farmee shall pay to Farmor in respect of each month Farmor's Administrative Costs provided that such amount shall not exceed Thirty Thousand United States Dollars (US$30,000) in any month. The first such payment shall be in respect of the month of August 2013. Thereafter, Farmor shall invoice Farmee by the fifteenth (15) day of each month for Farmor's good faith estimate of Farmor's Administrative Costs to be incurred in the next following month and Farmee shall pay the invoiced amount on or before the first day of such next following month.

3.2	Farmee Payment of Initial Portion of Project Costs

Until completion in all substantial respects of the SAGD Demonstration Project, Farmee agrees that it will make payment of the Project Costs for the SAGD Demonstration Project on behalf of Farmor and Farmee up to the Maximum Expenditure Amount to the extent identified at such time, as follows:

(a)

the share of costs for the 2013 Phase as set out in the Production Well and Production Facilities AFEs and the cash calls related thereto covering a 50% working interest in the Farmout Lands;

(b)

the purchase price for a 50% working interest in the SAGD Water Facilities;

(c)

any other costs or obligations relating to a 50% share in the Demonstration Project Agreement (not including costs relating to the Nearshore GORR or the acquisition or termination thereof); and

(d)

any obligation of Farmee to make payment pursuant to Section 2.2 or Section 2.3 .

On the date of this Farmout Agreement, Farmee shall deposit into trust with Farmor's legal counsel, Parlee McLaws LLP, the amount of CDN $12,103,512.00 on account of the first payment under Section 3.1 and the Project Costs set out in the Production Well and Production Facility AFEs, which amount shall be held in trust on the conditions set forth in Schedule "G" and, upon satisfaction of such trust conditions, released as provided therein. Any further Project Costs payable by Farmee pursuant to this Section 3.2 (for certainty, not to exceed the Maximum Expenditure Amount) shall be paid by Farmee to Andora within 15 days of receipt by Farmee of the cash call therefor.

Any Farmor’s Administrative Costs or cash calls for Project Costs paid by Farmee on behalf of itself and Farmor shall be subject to the audit rights under the Joint Operating Agreement.

3.3	Farmee Payment of Costs of 2014 Phase and Additional Amounts

Until completion in all substantial respects of the SAGD Demonstration Project, and provided that the cumulative amount Farmee is obligated to pay pursuant to Section 3.2 and this Section 3.3 shall not exceed the Maximum Expenditure Amount, if Andora issues an Authority for Expenditure and cash call for the 2014 Phase and other amounts in respect of the SAGD Demonstration Project which are approved by Farmor, Farmor shall forthwith issue a notice to Farmee and Farmee shall pay, on behalf of Farmor and Farmee, such portion of such costs relating to a 50% Interest in the Farmout Lands that were not already paid in accordance with Section 3.2, within 15 days of the notice to Farmee on account of such cash call.

3.4	Farmee Financing Covenant

If Farmee makes the election in accordance with Section 4.1, Farmee shall either, at its option:

(a)

provide financing itself (either directly or through an Affiliate); or

(b)

secure third party financing,

required for the next phase of exploration or production in the amount of US$110 million to be applied only towards Farmor's and Farmee's Interest shares of the costs of any development and production operations to be conducted on the Farmout Lands and/or the Option Lands. Repayment of the financing is to be based on cash flows from the Farmout Lands and the Option Lands.

If Farmee provides financing itself, interest and financing costs chargeable by Farmee shall be Farmee's cost of funds with respect to debt only.

If Farmee secures third party financing, interest and financing costs shall be at market rates that are in Farmee's discretion available at the time such financing is secured. Farmor and Farmee shall be jointly and severally liable for repayment of the financing.

Farmor shall cooperate with Farmee as reasonably requested by Farmee to give effect to such financing and shall not unreasonably withhold its consent to the terms of any such financing meeting the criteria set forth herein.

4.	FARMEE'S ELECTION

4.1

Election

Provided Farmee has made payment of the Project Costs required pursuant to Section 3.2 and Section 3.3 and is not in material default under this Farmout Agreement, Farmee shall be entitled to elect to continue to finance the development of the Farmout Lands and the Option Lands by notice to Farmee by December 31, 2014.

4.2	Consideration for Election

If Farmee makes the election in accordance with Section 4.1, it shall, at the time of such election provide confirmation satisfactory to Farmor, acting reasonably, of financing for Farmor's and Farmee’s share of the costs of the additional expenditures on the Farmout Lands and Option Lands in an amount of US$110 million according to Section 3.4, together with reimbursement of 50% of Farmor's share of amounts that Farmor has expended to preserve title on the Option Lands since the date of this Farmout Agreement to a maximum of US$5 million.

5.	EARNING BY FARMEE

5.1	Interest to be Earned by Farmee in Farmout Lands

Farmor hereby conveys, transfers and assigns to Farmee the Interests in the Farmout Lands set forth in Schedule "A" under the heading "Farmee's Post Farmout Interest". Concurrently with the signing of this Farmout Agreement or as soon as practicable thereafter, the Parties shall sign and deliver such documents, and take such other actions, as are necessary to effect the transfer to Farmee of the registered interests in the Title Documents corresponding to the Interests in the Farmout Lands conveyed to it hereunder with all applicable Governmental Authorities. As soon as practicable after the date hereof, the Parties shall sign and deliver such other documents, and take such other actions, as are necessary to have Farmee novated into all third party agreements (other than in respect of the Nearshore GORR) and otherwise recognized as the owner of the Interests in the Farmout Lands conveyed to it hereunder.

5.2	Interests Held in Trust

Farmor shall hold in trust for Farmee the Interests earned by Farmee hereunder unless and until it is able to convey legal title to the Interests to Farmee. Farmor shall use reasonable commercial efforts to have Farmee novated into all agreements with third parties respecting the Interests earned.

5.3	Operations on Earning

From and after the date that Farmee earns an Interest in the Farmout Lands, the Joint Operating Agreement shall apply to Farmee in respect of the Farmout Lands and shall govern all operations conducted thereon. From and after the date that Farmee earns an Interest in the Option Lands:

(i)

the 90/10 JOA shall apply to Farmee in respect of the Option Lands in which Farmor and Farmee collectively hold a 90% Interest, and shall govern all operations conducted thereon; and

(ii)

any joint operating agreement entered into by Farmor, with the prior written consent of Farmee, and the third party(ies) owning an Interest therein, shall apply to Farmee in respect of the Option Lands in which Farmor and Farmee collectively hold an 80% Interest, and shall govern all operations conducted thereon.

Andora will be the initial Operator under the Joint Operating Agreement for the lands in Schedule "A" and Farmor is the Operator for the lands in Schedule "B". If Farmee elects to become Operator for the lands in Schedule "B" and provided Farmee has earned an Interest therein and meets the qualifications of the applicable regulator to become an Operator, then Farmor will make reasonable efforts to assist Farmee in becoming Operator.

5.4	Conveyance of Option Lands

(a)

Upon written notice to Farmor of the election pursuant to Section 4.1, and provided Farmee has made payment to the applicable party of all amounts required by Sections 3.1, 3.2 and 3.3, has complied with Section 4.2 and is not otherwise in material default under this Farmout Agreement, Farmee shall be deemed to have been conveyed the Interests in the Option Lands set forth in Schedule "B" under the heading "Farmee's Post Farmout Interest".

(b)

As soon as practicable after the conveyance pursuant to Section 5.4(a), the Parties shall sign and deliver such documents, and take such other actions, as are necessary to effect the transfer to Farmee of the registered interests in the Title Documents corresponding to the Interests in the Option Lands conveyed to it hereunder with all applicable Governmental Authorities and to have Farmee novated into all third party agreements (other than in respect of the Nearshore GORR) and otherwise recognized as the owner of the Interests in the Option Lands conveyed to it hereunder.

5.5	SAGD Demonstration Project Expenditures

Notwithstanding the provisions of the Joint Operating Agreement and the Demonstration Project Agreement, and without duplication but rather in qualification of the obligations of Farmee in Sections 3.2 and 3.3, Farmee agrees to pay both Farmee's Interest share and Farmor's Interest share of the costs of the SAGD Demonstration Project, as cash called by the Operator pursuant to the terms of the Joint Operating Agreement, until the earlier of:

(a)

the completion in all substantial respects of the SAGD Demonstration Project; and

(b)

the cumulative amount paid by Farmee on account of Project Costs totaling the Maximum Expenditure Amount.

If the event contemplated by Section 5.5(b) occurs prior to the completion of the SAGD Demonstration Project, the Parties shall each be responsible for and pay their respective Interest shares of the costs of the SAGD Demonstration Project from the occurrence of the event contemplated by Section 5.5(b) until completion of the SAGD Demonstration Project.

5.6	Farmee's Right to Surrender

At any time after completion in all substantial respects of the 2013 Phase but not later than the expiry of the time period within which Farmee may make the election pursuant to Section 4.1, Farmee may elect, upon written notice to Farmor, to terminate this Farmout Agreement and effective as of the date of such election Farmee shall be deemed to have quitclaimed to Farmor, and Farmor shall be deemed to have accepted and assumed, the Interests in the Farmout Lands conveyed to it pursuant to Section 5.1, together with all associated liabilities other than amounts related to the SAGD Demonstration Project up to the unexpended amount of the Maximum Expenditure Amount, and the Parties shall sign and deliver such documents, and take such other actions, as are necessary to reflect Farmor as the registered owner of the Interests in the Farmout Lands quitclaimed to it hereunder with all applicable Governmental Authorities and to have Farmor novated into all third party agreements and otherwise recognized as the owner of the Interests in the Farmout Lands quitclaimed to it hereunder.

5.7	Farmee's Deemed Surrender

In the event that Farmee fails to comply with its payment obligations in: (i) Section 3.1 and has not cured such default within 30 days; or (ii) Sections 3.2 or 3.3, and has not cured such default within 14 days of receipt of a notice of default from Andora pursuant to the Joint Operating Agreement in respect of Farmor's interest thereunder, whether such notice is delivered to Farmee directly by Andora or forwarded to it by Farmor; then Farmee shall be deemed to have quitclaimed to Farmor the Interests in the Farmout Lands conveyed to it pursuant to Section 5.1, together with all associated liabilities other than amounts related to the SAGD Demonstration Project up to the unexpended amount of the Maximum Expenditure Amount, and the Parties shall sign and deliver such documents, and take such other actions, as are necessary to reflect Farmor as the registered owner of the Interests in the Farmout Lands quitclaimed to it hereunder with all applicable Governmental Authorities and to have Farmor novated into all third party agreements and otherwise recognized as the owner of the Interests in the Farmout Lands quitclaimed to it hereunder. In addition to the foregoing, in the event that Farmee fails to comply with its payment obligations in Sections 3.2 or 3.3, Farmee shall compensate Farmor for any interest, penalties or other costs incurred by Farmor pursuant to the Joint Operating Agreement as a result thereof.

6.	REFUND OF THE FARMEE FINANCING

6.1	Refund of Farmee Payment of Expenditure Amount

Farmor will not be required to refund to Farmee the payments made of the Project Costs and Farmor’s Administrative Costs by Farmee hereunder.

7.	AREA OF MUTUAL INTEREST

7.1	Mutual Interest Lands in Townships 91 & 92 in Ranges 12 and 13 W5M

An Area of Mutual Interest is established, being Townships 91 and 92, Ranges 12 and 13, W5M (the " M u t ual I n t ere s t L and s "), the duration of which is 24 months (the " T er m ").

7.2	Crown Mutual Interest Lands

If any Party wishes to acquire Mutual Interest Lands that the Crown offers for sale during the Term, that Party will first consult with the other Party at least 48 hours prior to the applicable bid submission deadline, to attempt to establish a joint bid to acquire those Mutual Interest Lands. If agreement is reached by the Parties for joint acquisition of those Mutual Interest Lands, Farmor will submit that bid on behalf of the Parties. If a Party does not agree on the terms of a joint bid for those Mutual Interest Lands, the other Party may submit an independent bid for those lands, subject to Section 7.3.

7.3	Notice Of Acquisition Of Mutual Interest Lands

If a Party acquires Mutual Interest Lands or rights thereto:

(a)

at a Crown sale without consulting the other Party or without disclosing to the other Party the price it was prepared to pay for that acquisition;

(b)

at a Crown sale where agreement was not reached pursuant to Section 7.2 and the price paid to acquire those Mutual Interest Lands differs by more than 5% from the last price the acquiring Party disclosed it was prepared to bid for the joint acquisition of those Mutual Interest Lands; or

(c)

other than by bidding at a Crown sale;

the acquiring Party will acquire those Mutual Interest Lands or rights subject to the rights of the other Party under this Section. The acquiring Party will deliver notice to the other Party describing the material provisions of the acquisition of those Mutual Interest Lands or rights within 5 days of that acquisition and the other Party may elect to participate for a 50% interest in the acquisition of the applicable Mutual Interest Lands by notice to the acquiring Party within 7 days of the receipt of the acquiring Party's notice and will pay the corresponding share of the cash consideration of that acquisition to the acquiring Party within 7 days of receipt of the acquiring Party's invoice therefor.

7.4	Third Party Seismic Options And Farmin

If the consideration for the acquisition of Mutual Interest Lands is the drilling of a well or the conduct of certain operations, a Party that elects to acquire a portion of the acquiring Party's interest or rights in that acquisition will be required to assume a corresponding share of the cost, risk and expense of the applicable operations. If the terms of that acquisition enable the Parties to earn additional interests by conducting optional operations, a Party must participate in that optional operation to be entitled to any portion of the interest so earned and any additional associated rights or options thereunder.

7.5	Pre-Existing Encumbrances On Mutual Interest Lands

If the Mutual Interest Lands acquired by the acquiring Party are not acquired at a Crown sale and are acquired subject to an overriding royalty, production payment or other charge of a similar nature, the acquiring Party must disclose that encumbrance in the notice of acquisition that it gives to the other Party under this Section. The Party that elects to acquire an interest in those Mutual Interest Lands will assume a corresponding share of that disclosed encumbrance. However, the obligation to assume an encumbrance under this Section will not apply to any encumbrance created directly or indirectly by or through an acquiring Party with an Affiliate, director, officer, agent, employee, independent contractor or consultant of that acquiring Party in conjunction with that acquisition.

7.6	Application Of Operating Procedure

The relationship of the Parties and the maintenance and operation of lands acquired pursuant to this Section will be governed by the Operating Procedure, with the elections set forth in Schedule “D” unless those lands are to be governed by a different agreement.

7.7	Deemed Acquisition

Notwithstanding the above provisions, a Party will be deemed to have acquired any Mutual Interest Lands acquired by an Affiliate of that Party, and the obligations in this Section will not apply to interests acquired by a Party or an Affiliate of a Party pursuant to a corporate reorganization, the amalgamation with a third party or the acquisition of a third party.

8.	INFORMATION TO FARMEE

8.1	Farmor to Supply Information to Farmee

At all times during the term of this Farmout Agreement, Farmor shall supply to Farmee all information and documents it receives from Andora with respect to the SAGD Demonstration Project.

9.	REPRESENTATIONS AND WARRANTIES

9.1	Representations and Warranties of Farmor

Each of NAOL and Deep Well hereby represents and warrants to Farmee that:

(a)

it is a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation, is authorized to carry on business in the Province in which the Farmout Lands and the Option Lands are located, and now has good right, full power and absolute authority to assign, transfer, convey and set over its Interests according to the true intent and meaning of this Farmout Agreement;

(b)

the execution, delivery and performance of this Farmout Agreement has been duly and validly authorized by any and all requisite corporate, shareholders' and directors' actions and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, bylaw or other governing document to which it is bound;

(c)

the execution, delivery and performance of this Farmout Agreement will not result in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which it is party or by which it is bound, nor under any judgment, decree, order, statute, regulation, rule or license applicable to it;

(d)

this Farmout Agreement and any other agreements delivered in connection herewith constitute valid and binding obligations of it enforceable against it in accordance with their terms;

(e)

no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority exercising jurisdiction over it is required for the due execution, delivery and performance by it of this Farmout Agreement, other than authorizations, approvals or exemptions from requirement therefor, previously obtained and currently in force;

(f)

it has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of this Farmout Agreement or the transactions to be effected by it for which Farmee shall have any obligation or liability;

(g)

as of the date hereof, no suit, action or other proceeding before any Governmental Authority has been commenced against it or, to its knowledge, has been threatened against it, which relates to the Farmout Lands, the Option Lands or the operations conducted in respect thereof;

(h)

to the best of its knowledge, any wells which have been drilled upon the Farmout Lands or the Options Lands by Farmor have been drilled and operated, and if completed or abandoned have been so completed or abandoned, in all material respects in accordance with good oil and gas industry practices and all Regulations;

(i)

as of the date hereof, it has not received any, and to its knowledge there are no:

(i)

orders or directives which relate to environmental matters and which require any work, repairs, construction or capital expenditures with respect to the Farmout Lands or the Option Lands, where such orders or directives have not been complied with in all material respects; or

(ii)

any demand or notice issued with respect to the breach of any environmental, health or safety law applicable to the Farmout Lands or the Option Lands, including respecting the use, storage, treatment, transportation or disposition of environmental contaminants, which demand or notice remains outstanding on the date hereof.

9.2	Representations and Warranties of Farmee

Farmee hereby represents and warrants to Farmor that:

(a)

it is a corporation duly organized and validly existing under the laws of France, is authorized to carry on business in the Province in which the Farmout Lands and the Option Lands are located, and now has good right, full power and absolute authority to enter into and perform its obligations under this Farmout Agreement;

(b)

(c)

(d)

this Farmout Agreement and any other agreements delivered in connection herewith constitute valid and binding obligations of it enforceable against it in accordance with their terms;

(e)

no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body exercising jurisdiction over it is required for the due execution, delivery and performance by it of this Farmout Agreement, other than authorizations, approvals or exemptions from requirement therefor, previously obtained and currently in force; and

(f)

10.	GOVERNING LAW / DISPUTE RESOLUTION

10.1	Contract Governed by Alberta Law

This Farmout Agreement and the relationship of the Parties hereto shall be interpreted and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

10.2	Dispute Resolution

If any dispute, controversy or claim arises under or in connection with this Farmout Agreement (a "Dispute" ), the applicable provisions in the Joint Operating Agreement shall govern the resolution of the Dispute. To the extent the Joint Operating Agreement provides for arbitration to resolve the Dispute, if the Parties initiate multiple arbitration proceedings under this Farmout Agreement, the Joint Operating Agreement or any agreement referred to in this Farmout Agreement, the subject matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations, then all such proceedings may be consolidated into a single arbitral proceeding.

10.3	Confidentiality Regarding Disputes

All negotiations, mediation and arbitration relating to a Dispute are confidential and neither their existence nor their content may be disclosed by the Parties, their employees, officers, directors, counsel, consultants and expert witnesses.

11.	NAOL – AGENT FOR FARMOR

11.1	NAOL as Agent

NAOL is the agent for Farmor for all purposes under this Farmout Agreement. Farmee shall deal solely with NAOL in respect of all matters relating to Farmor or either of them. Farmee shall be entitled to rely solely on all communications from NAOL as having been made by and on behalf of NAOL and Deep Well. Deep Well shall be bound by all decisions, elections and other determinations and communications made or issued by NAOL under the Farmout Agreement and Deep Well shall not communicate with Farmee under any circumstances whatsoever (and Farmee shall be entitled to disregard any such Deep Well communication).

11.2	Joint and Several Liability

Notwithstanding anything to the contrary in this Farmout Agreement, NAOL and Deep Well shall be jointly and severally liable for all obligations of Farmor pursuant to this Farmout Agreement.

12.

GENERAL

12.1	Further Assurances

From time to time, as and when reasonably requested by a Party, the other Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further and other actions to implement or give effect to this Farmout Agreement.

12.2	Assignment and Enurement

The 1993 CAPL Assignment Procedure applies to assignments pursuant to this Farmout Agreement. This Farmout Agreement shall be binding upon and enure to the benefit of the Parties and their respective permitted successors and assigns.

12.3

Waiver

No waiver by a Party hereto of any breach of any of the covenants, provisos, conditions, restrictions or stipulations herein contained shall take effect or be binding upon that Party unless the same be expressed in writing under the authority of that Party and any waiver so given shall extend only to the particular breach so waived and shall not limit or affect any rights with respect to any other or future breach.

12.4	Entire Agreement

This Farmout Agreement supersedes any and all other agreements, documents, writings and verbal understandings between the Parties relating to the subject matter hereof, other than the Joint Operating Agreement and the Title Documents, and expresses the entire agreement of the Parties with respect to the subject matter hereof.

12.5

Amendment

No amendment or variation of the provisions of this Farmout Agreement shall be binding upon any Party unless it is in writing executed by the Parties.

12.6	Severability

If any provision of this Farmout Agreement is deemed or determined to be void, voidable or unenforceable, in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Farmout Agreement and such void, voidable or unenforceable provision shall be severable from this Farmout Agreement.

12.7	No Partnership

Nothing contained in this Farmout Agreement shall be construed as creating a partnership or similar association.

12.8	Counterpart Execution

This Farmout Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original and all counterparts together shall constitute one and the same instrument.

12.9	Language of Document

At the request of the Parties, this Farmout Agreement has been and will be drafted in English; à la demande des parties aux présentes, cette convention a été rédigé en anglais.

12.10

Addresses for Service

The Parties' initial addresses for notices are:

(a)

Farmor:

Suite 700, 10150-100 Street

Edmonton, AB T5J 0P6 Canada

Attention: President

and

(b)

Farmee:

51, rue d’Anjou

75008 Paris, France

Attention: Chief Financial Officer

12.11

Announcements

Subject to the terms of the confidentiality agreement signed by the Parties effective June 19, 2013, the Parties acknowledge that any of them or their Affiliates may make press releases concerning the Parties' entry into this Farmout Agreement promptly after its execution. Each Party consents to the inclusion of its name and a description of its businesses by the other Party or its Affiliates in such other Party's or its Affiliates' press release(s) in this regard. The Parties agree that a press release issued by either Party or their Affiliates or shareholders may contain some or all of the financial terms of the transactions contemplated hereunder. Each of the Parties shall use its reasonable efforts to furnish the other Party with the proposed content of all press releases concerning this Farmout Agreement and the transactions contemplated hereunder at least twenty-four (24) hours prior to the release or publication thereof and to consider the comments received in a timely fashion.

IN WITNESS WHEREOF the Parties hereto have executed this Farmout Agreement effective as of the date first written above.

NORTHERN ALBERTA OIL LTD.		DEEP WELL OIL & GAS (ALBERTA) LTD.

Per:	/s/ Curtis Sparrow	Per:	/s/ Curtis Sparrow
	Name: Curtis Sparrow Title: President		Name: Curtis Sparrow Title: Corporate Secretary

		MP WEST CANADA SAS

		Per:	/s/ Alain Torre
			Name: Alain Torre Title: President

S C H E DU L E "A" attached to and forming part of a Farmout Agreement dated as of the 31 st day of July, 2013 between Northern Alberta Oil Ltd. and Deep Well Oil & Gas (Alberta) Ltd., as Farmor, and MP WEST CANADA SAS, as Farmee

Farmout Lands

Title Documents

Alberta Crown Oil Sands Lease

Agreements: 740307A367 and 740307A365

Lands	Farmor's Pre- / Post-Farmout Interest	Farmee's Post-Farmout Interest	Encumbrances
28-91-12-W5M	50% / 25%	25%	Alberta Crown Royalty
29-91-12-W5M	50% / 25%	25%	Alberta Crown Royalty
30-91-12-W5M	50% / 25%	25%	Alberta Crown Royalty
31-91-12-W5M	50% / 25%	25%	Alberta Crown Royalty
32-91-12-W5M	50% / 25%	25%	Alberta Crown Royalty
25-91-13-W5M	50% / 25%	25%	Alberta Crown Royalty
36-91-13-W5M	50% / 25%	25%	Alberta Crown Royalty
1-92-13-W5M	50% / 25%	25%	Alberta Crown Royalty
2-92-13-W5M	50% / 25%	25%	Alberta Crown Royalty
11-92-13-W5M	50% / 25%	25%	Alberta Crown Royalty
12-92-13-W5M	50% / 25%	25%	Alberta Crown Royalty
15-92-13-W5M	50% / 25%	25%	Alberta Crown Royalty

S C H E DU L E " B " attached to and forming part of a Farmout Agreement dated as of the 31 st day of July, 2013 between Northern Alberta Oil Ltd. and Deep Well Oil & Gas (Alberta) Ltd., as Farmor, and MP WEST CANADA SAS, as Farmee

Option Lands

Title Documents

Alberta Crown Oil Sands

Lease Agreements:

7404080870

7404080871

7404080872

7403070365

7403070367

7403070368

7409040381

Lands	Farmor's Pre- / Post-Farmout Interest	Farmee's Post-Farmout Interest	Encumbrances
27-91-12-W5M	90% / 45%	45%	Alberta Crown Royalty
15-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
16-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
17-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
18-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
19-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
20-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
21-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
22-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
26-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
27-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
28-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
29-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
30-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
31-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
32-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
33-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
34-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
35-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
36-92-12-W5M	90% / 45%	45%	Alberta Crown Royalty
27-91-13-W5M	90% / 45%	45%	Alberta Crown Royalty
26-91-13-W5M	90% / 45%	45%	Alberta Crown Royalty
35-91-13-W5M	90% / 45%	45%	Alberta Crown Royalty

Lands	Farmor's Pre- / Post-Farmout Interest	Farmee's Post-Farmout Interest	Encumbrances
6-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
7-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
8-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
9-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
10-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
13-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
14-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
16-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
17-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
18-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
19-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
20-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
21-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
22-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
23-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
24-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
25-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
26-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
27-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
28-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
29-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
30-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
31-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
32-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
33-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
34-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
35-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
36-92-13-W5M	90% / 45%	45%	Alberta Crown Royalty
33-91-13-W5M	80% / 40%	40%	Alberta Crown Royalty
34-91-13-W5M	80% / 40%	40%	Alberta Crown Royalty
3-92-13-W5M	80% / 40%	40%	Alberta Crown Royalty
4-92-13-W5M	80% / 40%	40%	Alberta Crown Royalty
5-92-13-W5M	80% / 40%	40%	Alberta Crown Royalty

S C H E DU L E "C" attached to and forming part of a Farmout Agreement dated as of the 31 st day of July, 2013 between Northern Alberta Oil Ltd. and Deep Well Oil & Gas (Alberta) Ltd., as Farmor, and MP WEST CANADA SAS, as Farmee

Assignment Procedure

ASSIGNMENT PROCEDURE CAPL - 1993

Attached to and forming part of the Agreement dated ___________ day of _____________ A.D. 19

BETWEEN (AMONG)

ARTICLE I

DEFINITIONS

1.01	In this Assignment Procedure, the following terms, when capitalized, - shall have the meaning assigned to each below:

(a) “Affiliate” - for the purposes of this Assignment Procedure, means a corporation or partnership that is affiliated with the party in respect of which the expression is being applied, and, for the purpose of this definition a corporation or partnership is affiliated with another corporation or partnership if it directly or indirectly controls or is controlled by that other corporation or partnership, and for the purpose of determining whether a corporation or partnership is so controlled, it shall be deemed that:

(i)

a corporation is directly controlled by another corporation or partnership if the shares of the corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation are beneficially owned by that other corporation or partnership and the votes attached to those shares are sufficient, it exercised, to elect a majority of the directors of the corporation;

(ii)

a partnership is directly controlled by a corporation or other partnership if that corporation or partnership beneficially owns more than a 50% interest in the partnership;

(iii)

a corporation or partnership is indirectly controlled by another corporation or partnership if control, as defined above, is exercised through one or more other corporations or partnerships.

Where two or more corporations or partnerships are affiliated at the same time with the same corporation or partnership, they shall be deemed to be Affiliates of each other.

(b) “Agreement” - means the agreement to which this Assignment Procedure is attached and made a part.

(c)	“Assigned Interest” - means the interest in the Agreement which is the subject of an assignment and which is specified in a Notice of Assignment, but shall not include rights of the Assignor as operator.

(d) “Assignee” - means the entity named in a Notice of Assignment as the Assignee.

(e)	“Assignment and Novation Agreement” - means an agreement by all parties to the Agreement and a party to whom an interest in the Agreement has been assigned where:

(i)

the assignee assumes the duties and obligations of the assignor for the Assigned Interest; and

(ii)

the assignor is released from its duties for the Assigned Interest; and

(iii)

the assignee is substituted as a party to the Agreement in the place of the assignor to the extent of the Assigned Interest.

(f)	“Assignor” - means the party to the Agreement named in a Notice of Assignment as the Assignor.

(g)	“Binding Date” - means the first day of the second calendar month following the month in which the Notice of Assignment is served in accordance with Article IV below.

(h)	“Notice of Assignment” - means a notice in the form entitled Notice of Assignment attached hereto as Appendix A.

(i)	“Third Party” - means the parties to the Agreement who are not the Assignor.

(j)	“Transfer Date” - means the effective date of the transfer of the Assigned Interest, as specified in the Notice of Assignment.

1.02	In this Assignment Procedure, when a numbered clause or Article is referred to, that clause or Article is of this Assignment Procedure.

ARTICLE II

APPLICATION, CONDITIONS AND FORM OF NOTICE

2.01(a)

A Notice of Assignment issued in accordance with this Assignment Procedure shall be used in place of an Assignment and Novation Agreement for assignments where the Agreement:

(i) requires parties to use; or

(ii) entitles parties to request; or

(iii) is silent as to the right of any party to request;

an Assignment and Novation Agreement.

(b)	The Notice of Assignment shall be in the form indicated in Appendix A and shall be executed by the Assignor and the Assignee.

2.02	If there is a conflict between the Assignment Procedure and the provisions of the Agreement, the Assignment Procedure shall prevail.

2.03

If the Agreement requires each Third Party’s consent to an assignment but does not specify a time within which each Third Party shall respond or shall be deemed to have responded, then consent of each Third Party to an assignment shall be deemed if it fails to reply within 20 days of receipt of a written request for consent.

2.04(a)

If the Agreement is silent regarding rights of first refusal or consent from Third Party which relates to an Assigned Interest, then Assignor shall, by notice pursuant to Article IV:

(i)

advise Third Party of:

its intention to make the disposition;

a description of the Assigned Interest; and

the identity of the proposed Assignee, and

(ii)

request Third Party’s written consent to such disposition, which consent shall not be unreasonably withheld.

Consent of each Third Party shall be deemed if it fails to reply to Assignor within 20 days of receipt of the written request for consent.

(b) Clause 2.04 (a) shall not apply in the following instances, namely:

Article I.

(i)

an assignment made by way of security for present or future indebtedness, or liabilities (whether contingent, direct or indirect and whether financial or otherwise), the issuance of the bonds or debentures of a corporation. of the performance of the obligations of a guarantor under a guarantee, provided that in the event the security is enforced by a sale or foreclosure. Clause 2.04 (a) shall apply; or

(ii)

an assignment to an Affiliate, or in consequence of a merger or amalgamation with another corporation or pursuant to an assignment made by a party of its entire interest in the Agreement to a corporation in return for shares in that corporation or to a registered partnership in return for an interest in that partnership; or

(iii)

an assignment is required within the terms of the Agreement (such as, but not limited to, abandonment, forfeiture or surrender).

2.05 An assignment of an Assigned Interest shall (subject to Clause 2.06) be effective against Third Party on the Binding Date if:

(a) all prohibitions, limitations or conditions (such as, but not limited to, a right of first refusal or a requirement for prior consent from Third Party) applying to the Assigned Interest have been complied with and satisfied pursuant to the Agreement, or waived by Third Party, including, if applicable, compliance with Clauses 2.03 and 2.04; and

(b) following compliance with Clause 2.05(a), a Notice of Assignment is served on Third Party in accordance with Article IV.

2.06 (a) A Third Party who objects to the Notice of Assignment on the basis of a failure to comply with Clause 2.05 may, prior to the Binding Date, notify (pursuant to Article IV) Assignor and Third Party of its objections.

(b)	If a notice of objection is served pursuant to Clause 2.06(a), the Notice of Assignment to which the notice of objection relates will be of no effect.

(c)

If a Third Party does not object pursuant to Clause 2.06(a), the Notice of Assignment will be effective for purposes of Article III, but each Third Party will retain all other rights or remedies arising as a consequence of the failure of Assignor to comply with Clause 2.05 , including (without limitation), rights to seek damages for breach of the Agreement and rights to seek specific performance of a right of first refusal.

ARTICLE III

ASSIGNMENT, ASSUMPTION AND DISCHARGE BY NOTICE

3.01 If a Notice of Assignment has become effective in accordance with Clauses 2.05 or 2.06, then Assignor, Assignee and Third Party shall have agreed that:

(a) Subject to Clause 3.01 (d), Assignor and Assignee shall have acknowledged and represented that the Assignor has transferred, assigned and conveyed the Assigned Interest to Assignee as of the transfer Date.

(b) Subject to Clause 3.01(d), Assignee shall replace Assignor as a party to the Agreement with respect to the Assigned Interest on and after the Transfer Date.

(c) Only insofar as Third Party is concerned, notwithstanding the terms and provisions in the “Transfer Agreement” referenced in the Notice of Assignment:

(i)

Subject to Clause 3.01 (d), Assignee shall assume and be bound by, observe and perform all terms, obligations and provisions in the Agreement with regard to the Assigned Interest at all times on or after the Transfer Date; and

(ii)

Assignor shall retain and be entitled to all rights, benefits and privileges under the Agreement with respect to the Assigned Interest at all times prior to the Transfer Date; and

(iii)

Subject to Clause 3.01 (d), Assignee shall assume and be entitled to all rights, benefits and privileges under the Agreement with respect to the Assigned Interest at all times on and after the Transfer Date.

(d) In all matters relating to the Assigned Interest subsequent to the Transfer Date and prior to the Binding Date, Assignor acts as trustee for and duly authorized agent of Assignee, and Assignee, for the benefit of Third Party, ratifies, adopts and confirms all acts or omissions of the Assignor in such capacity as trustee and agent. Third Party agrees to recognize and accept Assignor as trustee and agent for Assignee.

(e) On and after the Transfer Date, Third Party:

(i)

releases and discharges Assignor from the observance and performance of all terms and covenants of the Agreement and all obligations and liabilities which arise or occur on or after the Transfer Date under the Agreement with respect to the Assigned Interest; and

(ii)

does not release and discharge Assignor from any obligation or liability which had arisen or accrued prior to the Transfer Date or which does not relate to the Assigned Interest.

(f) Subject to the terms and provisions of the “Transfer Agreement” referenced in the Notice of Assignment, Assignee on and after the Transfer Date:

(i)

(ii)

does not release and discharge Assignor from any obligation or liability which had arisen or accrued prior to the Transfer Date or which does not relate to the Assigned Interest.

(g) The address of Assignee for the purposes of the Agreement and the serving of notices under it shall be the address stated for Assignee in the Notice of Assignment.

(h) The Agreement shall continue in full force and effect from and after the Transfer Date with Assignee made a party thereto to the extent of the Assigned Interest, subject to Clause 3.01(d). The Agreement is amended as necessary to give effect to the Notice of Assignment and, as so amended, is ratified and confirmed by each party.

3.02 In no event shall errors, inaccuracies or misdescriptions in a Notice of Assignment have any effect on the Third Party or the interests of Third Party in the Agreement, even if Third Party has knowledge of an error, inaccuracy or misdescription.

3.03 Assignor and Assignee shall be solely responsible for any adjustment between themselves with respect to the Assigned Interest as to revenues, benefits, costs, obligations or indemnities which accrue prior to Binding Date.

ARTICLE IV

SERVICE OF NOTICES

4.01 All notices and Notices of Assignment (herein called “notices”) required or permitted by the terms of this Assignment Procedure shall be in writing, subject to the provisions of this Article. This Article applies only to notices served pursuant to this Assignment Procedure. Any notice to be given under this Assignment Procedure shall be deemed to be served properly if served in any of the following modes:

(a) personally, by delivering the notice to the party on whom it is to be served at that party’s address for service. Personally served notices shall be deemed received by the addressee when actually delivered as aforesaid, if such delivery is during normal business hours, on any day other than a Saturday, Sunday or statutory holiday. If a notice is not delivered during normal business hours, such notice shall be deemed to have been received by such party at the commencement of the day next following the date of delivery, other than a Saturday, Sunday or statutory holiday; or

(b) by telecopier or telex (or by any other like method by which a written and recorded message may be sent) directed to the party on whom it is to be served at that party’s address for service (however, an original executed copy of a Notice of Assignment shall subsequently be provided to all addressees without delay). A notice so served shall be deemed received by the respective addressees:

(i)

when actually received by them, if received within the normal business hours on any day other than a Saturday, Sunday or statutory holiday; or

(ii)

at the commencement of the next ensuing business day following transmission thereof if such notice is not received during such normal business hours; or

(c) by mailing it first class (air mail if to or from a location outside of Canada) registered post, postage prepaid, directed to the party on whom it is to be served at that party’s address for service. Notices so served shall be deemed to be received by the addressees at noon, local time, on the earlier of the actual date of receipt or the fourth (4th) day (excluding Saturdays, Sundays and statutory holidays) following mailing. However, if postal service is interrupted or operating with unusual or imminent delay, notice shall not be served by such means during such interruption or period of delay.

4.02 The addresses for service of a notice pursuant to this Assignment Procedure shall be as set out (and amended from time to time) in the Agreement.

CAPL - 1993

(Appendix A to the 1993 CAPL ASSIGNMENT PROCEDURE)

NOTICE OF ASSIGNMENT

___________________________________

(For reference only: general land description)

WHEREAS, by agreement (“Transfer Agreement”) dated ________________________( full name of Assignor[s] ), as Assignor, transferred and conveyed effective _______________ (“Transfer Date”) an interest in property as more fully described below ( full name of Assignees [s] ), as Assignee; and

WHEREAS, Assignor and one or more parties (“Third Party”) are subject to and bound by that certain _______________________ agreement dated _____________, made between, by or among

________________________________________________________________________________________________________

as may have been amended, affecting the land or property therein described (“Master Agreement”); and

WHEREAS, in accordance with the terms and provisions of the Master Agreement, Assignor and

Assignee intend to serve notice to Third Party to the Master Agreement of the transfer and conveyance as described in the Transfer Agreement

NOW, THEREFORE, THIS NOTICE OF ASSIGNMENT WITNESSES THAT in consideration of the mutual advantages to the parties hereto, notice is hereby given, as follows:

1. Assignor (specify proportions if more than one Assignor):

2. Assignee (specify proportions if more than one Assignee and include address for service of notice pursuant to Master Agreement):

3. Current Third Party to Master Agreement:

4. Assigned Interest: (Check A or B below):

_____A. Transfer Agreement covers ______% of Assignor’s entire undivided right, title and interest in the Master Agreement but shall not include rights of the Assignor as operator (“Assigned Interest”); OR

_____B. Transfer Agreement covers a portion of Assignor’s right, title and interest in the Master Agreement but shall not include rights of the Assignor as operator (“Assigned Interest”). In the event Alternative B is checked, the following is the legal description of all lands and interests transferred and conveyed in the Transfer Agreement (attach schedule if more space is needed):

5 . Subject to Clause 7 of this Notice of Assignment, Assignor and Assignee, in accordance with the terms of the Transfer Agreement, acknowledge that:

(i)

Assignor has transferred and conveyed the Assigned Interest to the Assignee as of the Transfer Date; and

(ii)

Assignee agrees to replace Assignor, on and after the Transfer Date, as a party to the Master Agreement with respect to the Assigned Interest; and

(iii)

Assignee agrees to be bound by and observe all terms, obligations and provisions in the Master Agreement with respect to the Assigned Interest on and after the Transfer Date.

6. Subject to the terms and provisions of the Transfer Agreement, Assignee on and after the Transfer Date:

(i)

discharges and releases the Assignor from the observance and performance of all terms and covenants in the Master Agreement and any obligations and liabilities which arise or occur under the Master Agreement with respect to the Assigned Interest, and

(ii)

does not release and discharge the Assignor from any obligation or liability which had arisen or accrued prior to the Transfer Date or which does not relate to the Assigned Interest.

7. Assignee and Assignor agree that in all matters relating to the Master Agreement with respect to the Assigned Interest, subsequent to the Transfer Date and prior to the Binding Date, Assignor acts as trustee for and duly authorized agent of the Assignee and Assignee, for the benefit of the Third Party, ratifies, adopts and confirms all acts or omissions of the Assignor in such capacity as trustee and agent.

8. This Notice of Assignment shall become binding on all parties to the Master Agreement on the first day of the second calendar month following the month this notice is served on Third Party in accordance with the terms of the Master Agreement (“Binding Date-). In addition, Assignor and Assignee agree that they shall be solely responsible for any adjustment between themselves with respect to the Assigned Interest as to revenues, benefits, costs, obligations or indemnities which accrue prior to the Binding Date.

9. Assignor represents and certifies that this Notice of Assignment and its service are in compliance with all the terms and provisions of the Master Agreement.

IN WITNESS WHEREOF this Notice of Assignment has been duly executed by the Assignor and Assignee on the date indicated for each below:

Assignor			Assignee

Per:			Per:

Per:			Per:


Date:			Date:

S C H E DU L E "D" attached to and forming part of a Farmout Agreement dated as of the 31 st day of July, 2013 between Northern Alberta Oil Ltd. and Deep Well Oil & Gas (Alberta) Ltd., as Farmor, and MP WEST CANADA SAS, as Farmee

Operating Procedure

CAPL OPERATING PROCEDURE - 2007

Clause 1.01-Market Price Definition, optional sentence:

Will XX Apply

Will Not ___ Apply

Clause 1.01-Production Facility, optional Paragraph(f):

Will ___ Apply

Will Not XX Apply

Estimated cost less than $ _________, if applies

Subclause 3.11C-Required Insurance: Alternate (a) XX (b) ______

(Consider for special operating areas for which a longer Commencement period is required: Paragraph 7.01(b) and Subclause 10.03B: Change reference to 120 days to ___ days.)

Subclause 10.02G-Receiving Party May Not Defer Response:

Will ___ Apply

Will Not XX Apply

Total vertical depth less than _____ metres subsurface, if applies

Subclause 10.04A-Operator for Independent Operation:

Alternate (a) ___ (b) XX

Paragraph 10.07A(e)-Penalty Where Independent Well Results in Production:

Development Well: 400 %

Exploratory Well: 500 %

Subclause 10.10A–Definition of Title Preserving Well: 730 days

Article 21.00–Dispute Resolution: Will XX Apply

Will Not ___ Apply

Paragraph 21.03(j)–Arbitration Proceedings-optional Paragraph for unresolved audit exceptions:

Will XX Apply

Will Not ____ Apply

Estimated total adjustment of less than $__ 50,000 _, if applies

Clause 22.02-Addresses For Service:

Northern Alberta Oil Ltd.

Suite 700, 10150 – 100 Street

Edmonton, Alberta

T5J 0P6

Attention: President

Fax: (780) 409-8146

MP West Canada SAS

51 rue d'Anjou

75008 Paris, France

Fax: +33 153 83 1605

Clause 24.01-Right to Dispose: Alternate A XX B ______

If Alternate B, the date at which ROFR expires is _____________

Paragraph 24.02(f)–Exception for all Earning Agreements:

Will XX Apply

Will Not ___ Apply

D-2

S C H E DU L E "E" attached to and forming part of a Farmout Agreement dated as of the 31 st day of July, 2013 between Northern Alberta Oil Ltd. and Deep Well Oil & Gas (Alberta) Ltd., as Farmor, and MP WEST CANADA SAS, as Farmee

SCHEDULE OF RATES, ELECTIONS AND MODIFICATIONS TO THE 2011 PETROLEUM ACCOUNTANTS SOCIETY OF CANADA (PASC) ACCOUNTING PROCEDURE

Key Rates and Values and Elections

The following key rates and values are included within the Accounting Procedure and are subject to any modification that may be included in Section 4 hereof:

	105(A)	Operating Fund: 12.5 %

	111(A)(1)	Single Undertaking: $50,000

	111(A)(5)	Damage Claims: $10,000

	111(D)	Overexpenditure Explanations or Supplemental AFEs:

		The greater of 10% of the estimated cost of the undertaking or the limit specified in Subclause 111(A)(1).

	201(F)(5)	Labour – ICPs Limitation: 25 %

	202(E)	Non-Compulsory Benefit Burden Rate Limitation: 25 %

	205(B)(5)	Warehouse Handling Rate: 5 %

Elections Required

The following Clauses of the 2011 Accounting Procedure are modified to include the indicated election, alternate, option or value:

	104(A)(1)	Cash Calls and Advances: Undertakings greater than __ $50,000 ____ dollars

	201(F)(3)	Labour: ICPs shall _________/shall not X include stock options

	302 (i)	Overhead Election: Alternative A

Modifications to the 2011 Accounting Procedures

The 2011 Accounting Procedure is modified as follows:

The following sub-clause contained within the following clause is modified and replaced as follows:

101(A)(3)

Chart of Accounts means the chart of accounts as outlined in the PASC Accounting Guideline (AG-18) or as chosen by the Operator “Chart of Accounts”.

S C H E DU L E "F" attached to and forming part of a Farmout Agreement dated as of the 31 st day of July, 2013 between Northern Alberta Oil Ltd. and Deep Well Oil & Gas (Alberta) Ltd., as Farmor, and MP WEST CANADA SAS, as Farmee

Production Well and Production Facility AFE

PRODUCTION WELL AND PRODUCTION FACILITY AFES

AND THE 2013 CASH CALLS

2013 AFEs - Production Well and Production Facility AFEs and the 2013 Cash Calls

Schedule B1

Operation:	Drill SAGD producing well 01L/16-30-91-12W5M
Location:	Sawn Lake 01L/16-30-91-12W5M well
Operator:	Andora Energy Corporation
Classification of Operation:	Development Well
AFE Cost Estimate	$ 2,547,357

Participants	Working Interest			Net Cost		Cash Call		Due
Andora Energy Corporation		50	%	$	1,273,678
Northern Alberta Oil Ltd.		40	%		1,018,943	$	1,018,943	16-Sep-13
Deep Well Oil & Gas (Alberta) Ltd.		10	%		254,736	$	254,734	16-Sep-13
				$	2,547,357

Schedule B2

Operation:	Construct and install Sawn Lake Production Facility
	Construct and install Sawn Lake Production Facility serving the 1) the 01L/16-30-91-12W5M well, 2); the existing Signet et al Sawn Lake 00/16-30-91-12 well; 3) potential additional one or two oil wells planned to be tied into the facility as part of the SAGD Demonstration Project; and 4) potential additional oil wells planned to be tied into the facility as part of the commercial production phase at Sawn Lake following a successful demonstration project consisting of the SAGD facility combining steam generation, oil battery and water disposal facility, and connected to the steam injection well.
Location:	Sawn Lake Production Facility at 7-30-91-12W5M including connected steam injection well at 01U/16-30-91-12W5M
Operator:	Andora Energy Corporation
Classification of Operation:	Construction Project
AFE Cost Estimate:	Part 1 - SAGD Facility at 7-30-91-12W5M	$ 15,346,556
	Part 2 - Drill 01U/16-30-91-12W5M	2,376,707
	Part 3 - Injector completion 01U/16-30-91-12W5M	468,287
		$ 18,191,550

Participants	Working Interest			Net Cost		Cash Call		Due
Andora Energy Corporation		50	%	$	9,095,775
Northern Alberta Oil Ltd.		40	%		7,276,620	$	7,276,620	16-Sep-13
Deep Well Oil & Gas (Alberta) Ltd.		10	%		1,819,155	$	1,819,155	16-Sep-13
				$	18,191,550

F-2

Schedule B3 - 1

Operation:	Complete 01L/16-30-91-12W5M for Steam Circulation
Location:	Sawn Lake 01L/16-30-91-12W5M well
Operator:	Andora Energy Corporation
Classification of Operation:	Construction Project
AFE Cost Estimate	$ 408,404

Participants	Working Interest			Net Cost		Cash Call		Due
Andora Energy Corporation		50	%	$	204,202
Northern Alberta Oil Ltd.		40	%		163,362	$	163,362	16-Sep-13
Deep Well Oil & Gas (Alberta) Ltd.		10	%		40,840	$	40,840	16-Sep-13
				$	408,404

Schedule B3 – 2

Operation:	Complete 01L/16-30-91-12W5M for Production
Location:	Sawn Lake 01L/16-30-91-12W5M well
Operator:	Andora Energy Corporation
Classification of Operation:	Construction Project
AFE Cost Estimate	$ 882,580

Participants	Working Interest			Net Cost		Cash Call		Due
Andora Energy Corporation		50	%	$	441,290
Northern Alberta Oil Ltd.		40	%		353,032	$	353,032	16-Sep-13
Deep Well Oil & Gas (Alberta) Ltd.		10	%		88,258	$	88,258	16-Sep-13
				$	882,580

F-3

SAGD WATER FACILITY AFES

1	Operation:	Water Source Well Completion & Workover
	Location:	Andora Sawn Lake 16-20-91-12W5M
	Operator:	Andora Energy Corporation
	Classification of Operation:	Construction Project
	Anticipated Commencement:	September 1, 2013
	Estimated Duration:	15 days
	AFE Cost Estimate	$ 432,224

Participants	Working Interest			Net Cost		Cash Call		Due
Andora Energy Corporation		50	%	$	216,112
Northern Alberta Oil Ltd.		40	%		172,890	$	172,890	16-Sept-13
Deep Well Oil & Gas (Alberta) Ltd.		10	%		43,222	$	43,222	16-Sept-13
				$	432,224

2	Operation:	Water Disposal Well Completion & Workover
	Location:	Andora Sawn Lake 15-21-91-12W5M
	Operator:	Andora Energy Corporation
	Classification of Operation:	Construction Project
	Anticipated Commencement:	September 15, 2013
	Estimated Duration:	15 days
	AFE Cost Estimate	$ 344,046

Participants	Working Interest			Net Cost		Cash Call		Due
Andora Energy Corporation		50	%	$	172,023
Northern Alberta Oil Ltd.		40	%		137,618	$	137,618	16-Sept-13
Deep Well Oil & Gas (Alberta) Ltd.		10	%		34,405	$	34,405	16-Sept-13
				$	344,046

F-4

3	Operation:	Andora Sawn Lake Pipeline to 7-30-91-12W5M SAGD Facility
	Location:	Connect Water Source Well 16-20-91-12W5M to SAGD Facility
		Connect Water Disposal Well 15-21-91-12W5M to SAGD Facility
		Connect natural gas line from TCPL station to SAGD Facility
	Operator:	Andora Energy Corporation
	Classification of Operation:	Construction Project
	Anticipated Commencement:	August 1, 2013
	Estimated Duration:	60 days
	AFE Cost Estimate	$ 1,340,866

Participants	Working Interest			Net Cost		Cash Call		Due
Andora Energy Corporation		50	%	$	670,433
Northern Alberta Oil Ltd.		40	%		536,346	$	536,346	16-Sept-13
Deep Well Oil & Gas (Alberta) Ltd.		10	%		134,087	$	134,087	16-Sept-13
				$	1,340,866

F-5

S C H E DU L E "G" attached to and forming part of a Farmout Agreement dated as of the 31 st day of July, 2013 between Northern Alberta Oil Ltd. and Deep Well Oil & Gas (Alberta) Ltd., as Farmor, and MP WEST CANADA SAS, as Farmee

Trust Conditions

Parlee McLaws llp shall hold and disburse the amount of $12,103,512.00 delivered to it in trust in accordance with the Farmout Agreement, as follows:

1.	The sum of $30,000.00 shall be paid forthwith upon receipt to Northern Alberta Oil Ltd. on account of the first payment under Section 3.1 of the Farmout Agreement.

The sum of $12,073,512.00 shall be paid directly to Andora Energy Corporation on account of the 2013 Cash Call (as defined in the Demonstration Project Agreement) prior to the due date, provided such cash call is acceptable to Northern Alberta Oil Ltd. and if such amount is not paid to Andora Energy Corporation by December 31, 2013, it shall be returned to counsel to the Farmee.

S C H E DU L E "H" attached to and forming part of a Farmout Agreement dated as of the 31 st day of July, 2013 between Northern Alberta Oil Ltd. and Deep Well Oil & Gas (Alberta) Ltd., as Farmor, and MP WEST CANADA SAS, as Farmee

Form of Demonstration Project Agreement

(attached)