EXHIBIT
      4.4

    


    SUBSCRIPTION
      FOR UNITS

     

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

    Alberta
      and British Columbia Residents Only)

    


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

    510
      Royal Bank Building

    10117
      Jasper Avenue, AB T5J 1W8

    


    The
      undersigned subscriber (the “Subscriber”) acknowledges that the Corporation is
      proceeding with an Offering of units (“Units”) at the Unit Price for gross
      proceeds of US$5,000,000. Each Unit is comprised of one (1) Common Share, one
      (1) Whole
      Warrant
      and one (1) Additional Fractional Warrant. Each Whole Warrant entitles the
      holder to purchase one (1) Common Share at a price of one and one-half (1.5)
      times the Unit Price for a period of three years from the Closing Date. Each
      Additional Fractional Warrant entitles the holder to purchase the Applicable
      Fraction of one Common Share at a price of two (2) times the Unit Price for
      a
      period of three years from the Closing Date. The undersigned Subscriber hereby
      tenders to the Corporation this subscription offer which, upon acceptance by
      the
      Corporation, will constitute an agreement of the Subscriber to subscribe for,
      take up, purchase and pay for and, on the part of the Corporation, to issue
      and
      sell to the Subscriber, the Number of Units at the Subscription Price 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.

     

    
      	 	 	Subscription
              Price:
               

              US$5,000,000

            
	
              
Name
              of Subscriber - please print	 	
            
	 	 	 
	
              By:            
                

              
                

              

              Authorized
                Signature

            	 	No. of Common
              Shares
              Currently Held (excluding Common Shares comprising the Units subscribed
              for herein):
	 

              
Official
              Capacity or Title - please
              print	 	
              13,362,494
                Common Shares (not including the warrants issued to the Subscriber
                on June
                22, 2007)

            
	
              Date: 

              
                

              

            	 	  

              

              Register
                the Units as set forth below:

            
	 

              
(Please
              print name of individual whose signature
              appears above if different than the name of the Subscriber printed
              above.)	 	
              

                
                  

                

              
Name
	 

              
Subscriber's
              Address	 	 

              
Address
	
            	 	
               

               

            
	 

              
Facsimile
              Number	 	
              Address 

               

              
                

              

            
	 

              

              Telephone
                Number    E-Mail
                Address

            	 	 


    

     

    ACCEPTANCE:
      The
      Corporation hereby accepts the above subscription as of this 14th
      day
      of
      August, 2008 and the Corporation represents and warrants to the Subscriber
      that
      the representations and warranties made by the Corporation are true and correct
      in all material respects as in all material respects as of this date and that
      the Subscriber is entitled to rely thereon.

     

    
      	 	 	 
	 	
              DEEP
                WELL OIL & GAS, INC.

            
	 
 	 
 	 
 
	 	By:  	
            
	 	
              

            


    

     

    This
      is the first page of an agreement comprised of 8 pages (not including
      Exhibits).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      “A” -TERMS AND CONDITIONS OF SUBSCRIPTION FOR

    UNITS
      OF DEEP WELL OIL & GAS, INC.

     

    Definitions

     

    In
      this
      Subscription Agreement:

     

    
      	 	
              (a)

            	
              “Additional
                Fractional Warrant”
                means the Applicable Fraction of one Common Share purchase warrant
                of the
                Corporation which entitles the holder to purchase the Applicable
                Fraction
                of one Common Share of the Corporation at a price equal to two (2)
                times
                the Unit Price for a period of three (3) years from the Closing
                Date;

            


    

     

    
      	 	
              (b)

            	
              “Applicable
                Fraction” means
                the fraction obtained by dividing 2,000,000 by the Number of
                Units;

            


    

     

    
      	 	
              (c)

            	
              “Closing”
                or “Closing
                Date”
                means the closing of the Offering initially expected to occur on
                or about
                October 31, 2008 or such other date or dates as may be determined
                by the
                Corporation in its sole discretion and such other subsequent closings
                as
                may be required to complete the
                Offering;

            


    

     

    
      	 	
              (d)

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

            


    

     

    
      	 	
              (e)

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

            


    

     

    
      	 	
              (f)

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

            


    

     

    
      	 	
              (g)

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

            


    

     

    
      	 	
              (h)

            	
              “Number
                of Units” means
                the number of Units calculated by dividing US$5,000,000 by the Unit
                Price;

            


    

     

    
      	 	
              (i)

            	
              “Offering”
                means the offering of Units by the Corporation at the Unit
                Price;

            


    

     

    
      	 	
              (j)

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

            


    

     

    
      	 	
              (k)

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

            


    

     

    
      	 	
              (l)

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

            


    

     

    
      	 	
              (m)

            	
              “Subscription
                Price”
                means the aggregate subscription price paid by the Subscriber, being
                US$5,000,000;

            


    

     

    
      	 	
              (n)

            	
              “Unit” means
                a unit consisting of one (1) Common Share, one (1) Whole Warrant
                and one
                (1) Additional Fractional Warrant; 

            


    

     

    
      	 	
              (o)

            	
              “Unit
                Price” means
                the unit price which is equal to the lower of: (a) US$0.75 per Unit;
                or
                (b) the VWAP for the 30 day period commencing on October 1, 2008
                to and
                including October 30, 2008 less 10%, but subject to a minimum price
                of
                US$0.40;

            


    

     

    
      	 	
              (p)

            	
              “VWAP”
                means the volume weighted average trading price of the Common Shares
                quoted on the Pink Sheets, Electronic OTC Markets;
                

            


    

     

    
      	 	
              (q)

            	
              “Warrant”
                means either an Additional Fractional Warrant or a Whole Warrant
                and
                “Warrants”
                means both Additional Fractional Warrants and Whole
                Warrants;

            


    

     

    
      	 	
              (r)

            	
              “Whole Warrant”
                means one (1) Common Share purchase warrant of the Corporation entitling
                the holder to purchase one (1) Common Share of the Corporation at
                a price
                equal to one and one-half (1.5) times the Unit Price for a period
                of three
                (3) years from the Closing Date;
                and

            


    

     

    
      	 	
              (s)

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

            


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    Terms
      of the Offering

     

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

     

    2. The
      Subscriber acknowledges that the Units subscribed for hereunder consist of
      a
      sale by the Corporation of Units of the Corporation at the Unit
      Price.

     

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

     

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

     

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

     

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

     

    Representations,
      Warranties and Covenants by Subscriber

     

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

     

    
      	
              (a)

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

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

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

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	
              (f)

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

            


    

     

    
      	
              (g)

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

            


    

     

    
      	 	
              (i)

            	
              that
                any person will resell or repurchase any of the
                Securities;

            


    

     

    
      	 	
              (ii)

            	
              that
                any person will refund the purchase price of any of the
                Securities;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              as
                to the future price or value of any of the Securities;
                or

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      	
              (h)

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

            


    

     

    
      	
              (i)

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

            


    

     

    
      	
              (j)

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

            


    

     

    
      	
              (k)

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

            


    

     

    
      	
              (l)

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

            


    

     

    
      	
              (m)

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

            


    

     

    
      	
              (n)

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

            


    

     

    
      	
              (o)

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

            


    

     

    
      	
              (p)

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

            


    

     

    
      	
              (q)

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

            


    

     

    
      	
              (r)

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

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              (s)

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

            


    

     

    
      	
              (t)

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

            


    

     

    
      	
              (u)

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

            


    

     

    
      	
              (v)

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

            


    

     

    
      	
              (w)

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

            


    

     

    
      	
              (x)

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

            


    

     

    
      	
              (y)

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

            


    

     

    
      	
              (z)

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

            


    

     

    
      	
              (aa)

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

            


    

     

    
      	
              (bb)

            	
              the
                Subscriber understands that Units are being offered for sale only
                on a
                "private placement" basis and that the sale and delivery of the Units
                is
                conditional upon such sale being exempt from the requirements as
                to the
                filing of a prospectus or delivery of an offering memorandum or upon
                the
                issuance of such orders, consents or approvals as may be required
                to
                permit such sale without the requirement of filing a prospectus or
                delivering an offering memorandum and, as a consequence (i) it is
                restricted from using most of the civil remedies available under
                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

            


    

     

    
      	
              (cc)

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

            


    

     

    
      	
              (dd)

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

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              (ee)

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

            


    

     

    
      	
              (ff)

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

            


    

     

    
      	
              (gg)

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

            


    

     

    
      	
              (hh)

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

            


    

     

    
      	
              (ii)

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

            


    

     

    Representations,
      Warranties and Covenants of the Corporation

     

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

     

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

     

    Registration
      Rights

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Closing

     

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

     

    12. The
      Subscriber acknowledges that the Corporation does not issue fractions of Common
      Shares or distribute certificates which evidence fractional Common Shares and
      as
      a result, agrees that on the Closing Date, the Corporation shall not be required
      to issue a warrant certificate for the Additional Fractional Warrants subscribed
      for hereunder, but instead, in full satisfaction thereof, shall issue to the
      Subscriber a warrant certificate for the applicable number of whole Common
      Share
      purchase warrants (as calculated by the Corporation acting in good faith)
      entitling the Subscriber to purchase the applicable number of whole Common
      Shares at a price equal to two (2) times the Unit Price for a period of three
      (3) years from the Closing Date.

     

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

     

    14. 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.

     

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

     

    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 Units 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.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

     

    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 electronic 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 dollars unless
      stated otherwise.



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Exhibit
      1

    


    REPRESENTATION
      LETTER

    


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

    


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

    


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

    


    
      	 	
              1.

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

            


    

    


    
      	 	
              2.

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

            


    

    


    
      	 	
              3.

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

            


    

    


    
      	 	
              4.

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

            


    

     

    
      	 	 	 
	
              Dated:
                ______________________.

            	
            
	  	 
 	
               
                
                

              

              Print
                name of Subscriber

               

            
	 	By:  	
            
	 	
              

              Signature

            
	 	 
	 	
              
                

              

              Print
                name of Signatory (if different from Subscriber)

            
	 	 
	 	
              
                

              

              Title

            


    

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      "A"

    to
      Exhibit 1

     

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

    


    
      	
              _____

            	
              (a)

            	
              a
                Canadian financial institution or a Schedule III Bank;
                or

            
	 	 	 
	
              _____

            	
              (b)

            	
              the
                Business Development Bank of Canada incorporated under the Business
                Development Bank of Canada Act
                (Canada); or

            
	 	 	 
	
              _____

            	
              (c)

            	
              a
                subsidiary of any person referred to in paragraphs (a) or (b), if the
                person owns all of the voting securities of the subsidiary, except
                the
                voting securities required by law to be owned by directors of that
                subsidiary; or

            
	 	 	 
	
              _____

            	
              (d)

            	
              a
                person registered under the securities legislation of a jurisdiction
                of
                Canada as an adviser or dealer, other than a person registered solely
                as a
                limited market dealer under one or both of the Securities
                Act
                (Ontario) or the Securities
                Act
                (Newfoundland and Labrador); or

            
	 	 	 
	
              _____

            	
              (e)

            	
              an
                individual registered or formerly registered under the securities
                legislation of a jurisdiction of Canada, as a representative of a
                person
                or company referred to in paragraph (d); or

            
	 	 	 
	
              _____

            	
              (f)

            	
              the
                Government of Canada or a jurisdiction of Canada, or any crown
                corporation, agency or wholly owned entity of the Government of Canada
                or
                a jurisdiction of Canada; or

            
	 	 	 
	
              _____

            	
              (g)

            	
              a
                municipality, public board or commission in Canada and a metropolitan
                community, school board, Comité de gestion de la taxe scolaire de
                l' le de Montreal or an intermunicipal management board in Québec;
                or

            
	 	 	 
	
              _____

            	
              (h)

            	
              any
                national, federal, state, provincial, territorial or municipal government
                of or in any foreign jurisdiction, or any agency of that government;
                or

            
	 	 	 
	
              _____

            	
              (i)

            	
              a
                pension fund that is regulated by either the Office of the Superintendent
                of Financial Institutions (Canada) or a pension commission or similar
                regulatory authority of a jurisdiction of Canada; or

            
	 	 	 
	
              _____

            	
              (j)

            	
              an
                individual who, either alone or with a spouse, beneficially owns,
                directly
                or indirectly, financial assets having an aggregate realizable value
                that
                before taxes, but net of any related liabilities, exceeds CAD$1,000,000;
                or

            
	 	 	 
	
              _____

            	
              (k)

            	
              an
                individual whose net income before taxes exceeded CAD$200,000 in
                each of
                the 2 most recent calendar years or whose net income before taxes
                combined
                with that of a spouse exceeded CAD$300,000 in each of the 2 most
                recent
                calendar years and who, in either case, reasonably expects to exceed
                that
                net income level in the current calendar year; or

            
	 	 	 
	
              _____

            	
              (l)

            	
              an
                individual who, either alone or with a spouse, has net assets of
                at least
                CAD$5,000,000; or

            
	
               

            	 	 
	
              _____

            	
              (m)

            	
              a
                person, other than an individual or investment fund that has net
                assets of
                at least CAD$5,000,000 as shown on its most recently prepared financial
                statements and such person was not created or used solely to purchase
                or
                hold securities as an “accredited investor”; or

            
	 	 	 
	
              _____

            	
              (n)

            	
              an
                investment fund that distributes or has distributed its securities
                only
                to:

               

              (i)
                a person that is or was an accredited investor at the time of the
                distribution;

               

              (ii)
                a person that acquires or acquired securities in the circumstances
                referred to in sections 2.10 and 2.19 of NI 45-106; or

               

              (iii)
                a person described in paragraph (n)(i) or (ii) that acquires or acquired
                securities under section 2.18 of NI 45-106;
                or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              _____

            	
              (o)

            	
              an
                investment fund that distributes or has distributed securities under
                a
                prospectus in a jurisdiction of Canada for which the regulator, or
                in
                Québec, the securities regulatory authority, has issued a receipt;
                or

            
	 	 	 
	
              _____

            	
              (p)

            	
              a
                trust company or trust corporation registered or authorized to carry
                on
                business under the Trust
                and Loan Companies Act
                (Canada) or under comparable legislation in a jurisdiction of Canada
                or a
                foreign jurisdiction, acting on behalf of a fully managed account
                managed
                by the trust company or trust corporation, as the case may be;
                or

            
	 	 	 
	
              _____

            	
              (q)

            	
              a
                person acting on behalf of a fully managed account managed by that
                person,
                if that person

               

              (i)
                is registered or authorized to carry on business as an adviser or
                the
                equivalent under the securities legislation of a jurisdiction of
                Canada or
                a foreign jurisdiction; and

               

              (ii)
                in Ontario, is purchasing a security that is not a security of an
                investment fund; or

            
	 	 	 
	
              _____

            	
              (r)

            	
              a
                registered charity under the Income
                Tax Act
                (Canada) that, in regard to the trade, has obtained advice from an
                eligibility adviser or an adviser registered under the securities
                legislation of the jurisdiction of the registered charity to give
                advice
                on the securities being traded; or

            
	 	 	 
	
              _____

            	
              (s)

            	
              an
                entity organized in a foreign jurisdiction that is analogous to any
                of the
                entities referred to in paragraphs (a) to (d) or paragraph (i)
                in form and function; or

            
	 	 	 
	
              _____

            	
              (t)

            	
              a
                person in respect of which all of the owners of interests, direct,
                indirect, or beneficial, except the voting securities required by
                law to
                be owned by directors, are persons that are “accredited investors” (as
                defined in NI 45-106); or

            
	 	 	 
	
              _____

            	
              (u)

            	
              an
                investment fund that is advised by a person registered as an adviser
                or a
                person that is exempt from registration as an adviser;
                or

            
	 	 	 
	
              _____

            	
              (v)

            	
              a
                person that is recognized or designated by the securities regulatory
                authority or, except in Ontario and Québec, the regulator as

               

              (i)
                an “accredited investor” (as defined in NI 45-106); or

               

              (ii)
                an exempt purchaser in Alberta or British
                Columbia.

            


    

     

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

    


    For
      the purposes hereof:

    


    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              "Canadian
                financial institution"
                means

            


    

     

    
      	 	
              (i)
                

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	
              (c)

            	
              "director"
                means

            


    

     

    
      	 	
              (i)
                

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

            


    

     

    
      	 	
              (ii)
                

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

            


    

     

    
      	
              (d)

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


            


    

     

    
      	
              (e)

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

            


    

     

    
      	
              (f)

            	
              "financial
                assets"
                means

            


    

     

    
      	
            	(i)	
              cash;

            


    

     

    
      	
            	(ii)	
              securities;
                or

            


    

     

    
      	 	
              (iii)
                

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

            


    

     

    
      	
              (g)

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

            


    

     

    
      	
              (h)

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

            


    

     

    
      	
              (i)

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

            


    

     

    
      	
              (j)

            	
              "individual"
                means

            


    

     

    
      	 	
              (i)
                

            	
              for
                Alberta, a natural person, but does not
                include

            


    

     

    
      	 	
              (A)
                

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

            


    

     

    
      	 	
              (B)
                

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

            


    

     

    
      	 	
              (ii)
                

            	
              for
                British Columbia, a natural person, but does not
                include

            


    

     

    
      	 	
              (A)
                

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

            


    

     

    
      	 	
              (B)
                

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

            


    

     

    
      	
              (k)

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

            


    

     

    
      	
              (l)

            	
              "non-redeemable
                investment fund"
                means an issuer,

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)
                

            	
              that
                does not invest,

            


    

     

    
      	 	
              (A)

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

            


    

     

    
      	 	
              (B)

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

            


    

     

    
      	 	
              (iii)
                

            	
              that
                is not a mutual fund;

            


    

     

    
      	
              (m)

            	
              "person"
                includes

            


    

     

    
      	
            	(i)	
              an
                individual;

            


    

     

    
      	
            	(ii)	
              a
                corporation;

            


    

     

    
      	 	
              (iii)
                

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

            


    

     

    
      	 	
              (iv)
                

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

            


    

     

    
      	
              (n)

            	
              "related
                liabilities"
                means

            


    

     

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

            


    

     

    
      	
            	(ii)	
              liabilities
                that are secured by financial
                assets;

            


    

     

    
      	
              (o)

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

            


    

     

    
      	
              (p)

            	
              "securities
                legislation"
                means

            


    

     

    
      	 	
              (i)
                

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

            


    

     

    
      	 	
              (ii)
                

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

            


    

     

    
      	 	
              (iii)
                

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

            


    

     

    
      	
              (q)

            	
              "securities
                regulatory authority"
                means

            


    

     

    
      	
            	(i)	
              for
                Alberta, the Alberta Securities
                Commission;

            


    

     

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

            


    

     

    
      	 	
              (iii)
                

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

            


    

     

    
      	
              (r)

            	
              "spouse"
                means an individual who

            


    

     

    
      	 	
              (i)
                

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

            


    

     

    
      	 	
              (ii)
                

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

            


    

     

    
      	 	
              (iii)
                

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

            


    

     

    
      	
              (s)

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

            


    

     

    
      	
              (t)

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

            


    

     

    Meaning
      of Control:

     

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

     

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

     

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

     

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