Unassociated Document


    

      SUBSCRIPTION
        FOR UNITS

      


      (Part
        5 Accredited Investor Exemption Pursuant to “Multi-lateral Instrument 45-103 -
        Capital Raising Exemptions” - Alberta Residents Only and 

      Accredited
        Investor Exemption Pursuant to “Ontario Securities Commission Rule 45-501” -
        Ontario 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 5,000,000 units (“Units”) at a price of US$0.40
        per Unit for gross proceeds of US$2,000,000. Each Unit is comprised of one
        (1)
        common share (“Common Share”) and one (1) Common Share purchase warrant
        (“Warrant”). 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 set out below on the terms and subject to the conditions set out
        in
        this Subscription Agreement. Until the Closing of the Offering, all subscription
        funds shall be held in a non-interest bearing account of the Corporation.
        Upon
        Closing of the Offering, all of the subscription proceeds (net of expenses
        thereon) will be released to the Corporation. In the event the Offering does
        not
        close, any and all subscription proceeds will be returned to subscribers
        without
        interest, deduction or penalty. The Subscriber hereby acknowledges and agrees
        that the terms and conditions contained in the attached Schedule “A” form part
        of this Subscription Agreement and are incorporated herein by
        reference.

       

      
        	
                 

                Name
                  of Subscriber - please print

                 

                By: 

                Authorized
                  Signature

                 

                Official
                  Capacity or Title - please print

                 

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

                 

                Subscriber's
                  Address

                 

                Facsimile
                  Number

                 

                Telephone
                  Number                         E-Mail
                  Address

              	 	 	
                 

                Number
                  of Units:

              
	 
	 
	
                 

                Aggregate
                  Subscription Price (No. of Units X US$0.40 per
                  Unit):

              
	 
	
                 

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

              
	 
	 	
                Deliver
                  the Units as set forth below:

                 

                Name

                 

                Account
                  reference, if applicable

                 

                Contact
                  Name

                 

                Address

                 

                Telephone
                  Number                             E-Mail
                  Address

              
	 
	
                Register
                  the Units as set forth below:

                 

                Name

                 

                Account
                  reference, if applicable

                 

                Address

                 

              


      

      


      


      ACCEPTANCE:
        The
        Corporation hereby accepts the above subscription as of this _______ day
        of
        ____________________, 2005 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)  	
              “Closing”
                or “Closing
                Date”
                means the closing of the Offering initially expected to occur on
                or about
                August 12, 2005 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;

            


       

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

            


       

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

            


       

      	(d)  	
              “MI
                45-102”means
                Multilateral Instrument 45-102 - Resale
                of Securities; 

            


       

      	(e)  	
              “MI
                45-103”means
                Multilateral Instrument 45-103 - Capital
                Raising Exemptions; 

            


       

      	(f)  	
              “Offering”
                means the offering of Units by the Corporation at US$0.40 per
                Unit;

            


       

      	(g)  	
              “OSC
                Rule 45-501”
                means Ontario Securities Commission Rule 45-501- Exempt
                Distributions;

            


       

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

            


       

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

            


       

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

            


       

      	(k)  	
              “Subscription
                Price”
                means the aggregate subscription price paid by the Subscriber, being
                the
                number of Units subscribed for multiplied by US$0.40 per
                Unit;

            


       

      	(l)  	
              “Unit”
                means a unit consisting of one (1) Common Share and one (1) Warrant
                of the
                Corporation;

            


       

      	(m)  	
              “Warrant”
                means one (1) Common Share purchase warrant of the Corporation which
                entitles the holder to purchase one (1) Common Share at a price of
                US$0.60
                for a period of three (3) years from the Closing Date;
                and

            


       

      	(n)  	
              “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
        Units
        as provided for on the initial page 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 Units subscribed for herein.

       

      2.  The
        Subscriber acknowledges that the Units subscribed for hereunder form part
        of a
        larger issuance and sale by the Corporation of a maximum of 5,000,000 Units
        of
        the Corporation at a subscription price of US$0.40 per Unit.

       

      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 MI 45-103 OR OSC RULE 45-501,
        AS
        APPLICABLE, MI 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 MI 45-103 or OSC Rule 45-501,
        as
        applicable, 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 MI 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

            


       

      	(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)  	
              the
                Subscriber has not become aware of any advertisement, article, notice
                or
                other communication in printed media of general and regular paid
                circulation (or other printed public media), radio, television, the
                internet or telecommunications or other form of advertisement (including
                electronic display) with respect to the distribution of the Units;
                and

            


       

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

            


       

      	(f)  	
              the
                Subscriber is purchasing as principal and it knows that it is purchasing
                the Units pursuant to an exemption under MI 45-103 or OSC
                Rule
                45-501, as applicable, 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 MI 45-103
                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 Ontario,
                the Subscriber is a resident in or otherwise subject to the applicable
                securities laws of Ontario and is an "accredited investor", as such
                term
                is defined in OSC Rule 45-501 promulgated under the Securities
                Act
                (Ontario) and has concurrently executed and delivered a Representation
                Letter in the form attached as Exhibit 2
                to
                this Subscription Agreement; and

            


       

      	(g)  	
              if
                the Subscriber is resident in any jurisdiction not referred to in
                Subsection 7(f)
                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; and (d)
                and
                notwithstanding that the Subscriber is not a resident of Alberta,
                it is an
                "accredited investor", as such term is defined in MI 45-103 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; 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 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

            


       

      	(j)  	
              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

            


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      	(k)  	
              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

            


       

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

            


       

      	(m)  	
              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

            


       

      	(n)  	
              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

            


       

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

            


       

      	(p)  	
              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

            


       

      	(q)  	
              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

            


       

      	(r)  	
              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

            


       

      	(s)  	
              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

            


       

      	(t)  	
              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

            


       

      	(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 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

            


       

      	(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 not purchasing as
                principal, each beneficial purchaser, is able to bear the economic
                risk of
                loss of the Subscriber’s entire investment in the Units;
                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 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
                securities legislation; (ii) it may not receive information
                that
                would otherwise be required to be provided to it under securities
                legislation; and (iii) the Corporation is relieved from certain
                obligations that would otherwise apply under securities legislation;
                and

            


       

      	(dd)  	
              if
                required by applicable securities legislation, regulations, rules,
                policies or orders, MI 45-103, OSC Rule 45-501 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 Exhibit
                2
                hereto, as applicable); 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 Units 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") 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

            


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      	(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; and

            


       

      	(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 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.

       

      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 or is purchasing Units pursuant to Subsection
7(g),
        a fully
        completed and duly executed Representation Letter, attached as Exhibit
        1
        hereto;
        and (d) if the Subscriber is an “accredited investor” in Ontario, a fully
        completed and duly executed Representation Letter, attached as Exhibit
        2
        hereto.

       

      12.  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.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      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.

       

      General

       

      14.  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.

       

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

       

      16.  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.

       

      17.  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.

       

      18.  Time
        shall be of the essence hereof.

       

      19.  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.

       

      20.  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 nominee or agent to a beneficial
        owner and as otherwise herein provided, this Subscription Agreement shall
        not be
        assignable by any party without prior written consent of the other
        parties.

       

      21.  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.

       

      22.  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.

       

      23.  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.

       

      24.  The
        Subscriber acknowledges and agrees that acceptance of this Subscription
        Agreement 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.

       

      25.  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.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

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

       

      27.  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. 

       

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

       

      29.  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.

       

      30.  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.

       

      31.  In
        this
        Subscription Agreement references to "$" are to United States dollars unless
        stated otherwise.


      
        
          
            


             

          

           

        

        
           

          
            

          

        

        
           

        

      



      EXHIBIT
        1

       

      REPRESENTATION
        LETTER

       

      (FOR
        ALBERTA ACCREDITED INVESTORS)

       

       

      
        	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 is subject to the laws of the Province
        of
        Alberta;

       

      2. The
        Subscriber, unless it is a person or company described in
        paragraph (p)
        or
(q)
        in the
        attached Appendix "A" that is deemed pursuant to the provisions of
        section 1.2 of Multilateral Instrument 45-103 entitled "Capital Raising
        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 Multilateral
        Instrument 45-103 entitled "Capital Raising 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: _________________________,
                2005.	 	 
	 	 	 
	 	 	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 MI 45-103) means:

       

      
         

        
          
            	
                    _____

                     

                  	
                    (a)

                     

                  	
                    a
                      Canadian financial institution, or an authorized foreign bank
                      listed in
                      Schedule III of the Bank
                      Act
                      (Canada); or

                     

                  
	
                    _____

                     

                  	
                    (b)

                     

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

                     

                  
	
                    _____

                     

                  	
                    (c)

                     

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

                     

                  
	
                    _____

                     

                  	
                    (d)

                     

                  	
                    a
                      subsidiary of any person or company referred to in
                      paragraphs (a)
                      to
                      (c),
                      if the person or company 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

                     

                  
	
                    _____

                     

                  	
                    (e)

                     

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

                     

                  
	
                    _____

                     

                  	
                    (f)

                     

                  	
                    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 (e);
                      or

                     

                  
	
                    _____

                     

                  	
                    (g)

                     

                  	
                    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

                     

                  
	
                    _____

                     

                  	
                    (h)

                     

                  	
                    a
                      municipality, public board or commission in Canada; or

                     

                  
	
                    _____

                     

                  	
                    (i)

                     

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

                     

                  
	
                    _____

                     

                  	
                    (j)

                     

                  	
                    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

                     

                  
	
                    _____

                     

                  	
                    (k)

                     

                  	
                    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

                     

                  
	
                    _____

                     

                  	
                    (l)

                     

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

                     

                  
	
                    _____

                     

                  	
                    (m)

                     

                  	
                    a
                      person or company, other than a mutual fund or non-redeemable
                      investment
                      fund, that, either alone or with a spouse, has net assets of
                      at least
                      CAD$5,000,000 and unless the person or company is an individual,
                      that
                      amount is shown on its most recently prepared financial statements;
                      or

                  


          

        

      

       

      

         

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        
          APPENDIX
            "A"

          to
            Exhibit 1

           

        

        

        

        
          	
                  _____

                   

                	
                  (n)

                   

                	
                  a
                    mutual fund or non-redeemable investment fund that, in the local
                    jurisdiction, distributes its securities only to persons or companies
                    that
                    are “accredited investors” (as defined in MI 45-103); or

                   

                
	
                  _____

                   

                	
                  (o)

                   

                	
                  a
                    mutual fund or non-redeemable investment fund that, in the local
                    jurisdiction, is distributing or has distributed its securities
                    under one
                    or more prospectuses for which the regulator has issued receipts;
                    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, trading as a trustee or agent on behalf
                    of a fully
                    managed account; or

                   

                
	
                  _____

                   

                	
                  (q)

                   

                	
                  a
                    person or company trading as agent on behalf of a fully managed
                    account if
                    that person or company is registered or authorized to carry on
                    business
                    under the securities legislation of a jurisdiction of Canada
                    or a foreign
                    jurisdiction as a portfolio manager or under an equivalent category
                    of
                    adviser or is exempt from registration as a portfolio manager
                    or the
                    equivalent category of adviser; 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 other adviser registered to provide 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)
                    through (e)
                    and paragraph (j)
                    in
                    form and function; or

                   

                
	
                  _____

                   

                	
                  (t)

                   

                	
                  a
                    person or company in respect of which all of the owners of interests,
                    direct or indirect, legal or beneficial, except the voting securities
                    required by law to be owned by directors, are persons or companies
                    that
                    are “accredited investors” (as defined in MI 45-103).

                   

                


        

         

      

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

       

      For
        the purposes hereof:

       

      	(a)  	
              "affiliate"
                means an issuer connected with another issuer
                because

            


       

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

            


       

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

            


       

      	(b)  	
              "beneficial
                ownership"
                of securities by a person occurs

            


       

      	(i)  	
              for
                the purposes of Alberta securities law, when such securities are
                beneficially owned by

            


       

      	(A)  	
              a
                company controlled by that person or an affiliate of that
                company,

            


       

      	(B)  	
              an
                affiliate of that person, or

            


       

      	(C)  	
              through
                a trustee, legal representative, agent or other intermediary of that
                person;

            


       

      	(c)  	
              "Canadian
                financial institution"
                means a bank, loan corporation, trust company, insurance company,
                treasury
                branch, credit union or caisse populaire that, in each case, is authorized
                to carry on business in Canada or a jurisdiction, or the Confédération des
                caisses populaires et d'économie Desjardins du
                Québec;

            


       

      	(d)  	
              "director"
                when used in relation to a person, includes a person acting in a
                capacity
                similar to that of a director of a
                company;

            


       

      	(e)  	
              "eligibility
                adviser" means
                an investment dealer or equivalent category of registration, registered
                under the securities legislation of the jurisdiction of a purchaser
                and
                authorized to give advice with respect to the type of security being
                distributed;

            


       

      	(f)  	
              "financial
                assets"
                means cash and securities;

            


       

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

            


       

      	(h)  	
              "founder",
                in respect of the Corporation, means a person or company
                who,

            


       

      
        
           

        

        
           

          
            

          

        

        
           

        

        
          
            APPENDIX
              "A"

            to
              Exhibit 1

             

          

        

      

      	(i)  	
              acting
                alone, in conjunction or in concert with one or more other persons
                or
                companies, directly or indirectly, has taken the initiative in founding,
                organizing or substantially reorganizing the business of the Corporation,
                and

            


       

      	(ii)  	
              at
                the time of the proposed trade, is actively involved in the business
                of
                the Corporation;

            


       

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

            


       

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

            


       

      	(k)  	
              "local
                jurisdiction"
                means the jurisdiction in which the applicable securities regulatory
                authority is situate;

            


       

      	(l)  	
              "individual"
                means a natural person, but does not
                include

            


       

      	(i)  	
              a
                partnership, unincorporated association, unincorporated syndicate,
                unincorporated organization or a trust,
                or

            


       

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

            


       

      	(m)  	
              "mutual
                fund"
                includes an issuer of securities that entitles the holder to receive
                on
                demand, or within a specified period after demand, an amount computed
                by
                reference to the value of a proportionate interest in the whole or
                in part
                of the net assets, including a separate fund or trust account, of
                an
                issuer of the securities;

            


       

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

            


       

      	(i)  	
              where
                contributions of security holders are pooled for
                investment,

            


       

      	(ii)  	
              where
                security holders do not have day-to-day control over the management
                and
                investment decisions of an issuer, whether or not they have the right
                to
                be consulted or to give directions, and

            


       

      	(iii)  	
              whose
                securities do not entitle the security holder to receive on demand,
                or
                within a specified period after demand, an amount computed by reference
                to
                the value of a proportionate interest in the whole or in part of
                the net
                assets of an issuer;

            


       

      	(o)  	
              "person
                or company"
                includes

            


       

      	(i)  	
              for
                the purposes of Alberta securities law, an individual, corporation,
                partnership, unincorporated or incorporated association, unincorporated
                or
                incorporated syndicate, unincorporated or other incorporated organization,
                trust, trustee, executor, administrator or other legal
                representative;

            


       

      	(p)  	
              "regulator"
                means

            


       

      	(i)  	
              the
                Executive Director, as defined under section 1 of the Securities
                Act
                (Alberta);

            


       

      	(ii)  	
              such
                other person as is referred to in Appendix D of National Instrument
                14-101 - Definitions;

            


       

      	(q)  	
              "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;

            


       

      
        
           

        

        
           

          
            

          

        

         

        
          
            APPENDIX
              "A"

            to
              Exhibit 1

             

          

        

        
           

        

      

      	(r)  	
              "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,
                and

            


       

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

            


       

      	(s)  	
              "securities
                regulatory authority"
                means

            


       

      	(i)  	
              the
                Alberta Securities Commission;

            


       

      	(ii)  	
              in
                respect of any local jurisdiction other than Alberta, means the securities
                commission or similar regulatory authority listed in Appendix C
                of
                National Instrument 14-101 - Definitions;

            


       

      	(t)  	
              "voting
                security"
                means any security which:

            


       

      	(i)  	
              is
                not a debt security; and

            


       

      	(ii)  	
              carries
                a voting right either under all circumstances or under some circumstances
                that have occurred and are continuing;

            


       

      	(u)  	
              An
                issuer is considered to be "controlled"
                by a person or company if:

            


       

      	(i)  	
              for
                the purposes of Alberta securities law,

            


       

      
        	 	
                a)

              	
                voting
                  securities of the issuer carrying more than 50% of the votes that
                  may be
                  cast to elect directors are held, other than for the purpose of
                  giving
                  collateral for a bona fide debt, by or for the benefit of that
                  person or
                  company; and

              


      

       

      
        	 	
                b)

              	
                the
                  votes carried by the securities referred to in (a) are sufficient,
                  if
                  exercised, to elect a majority of the board of directors of the
                  issuer.

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      



      EXHIBIT
        “2”

       

      REPRESENTATION
        LETTER

       

      (FOR
        ONTARIO ACCREDITED INVESTORS)

       

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


      

       

      In
        connection with the purchase of units in the capital of the Corporation (the
        "Units")
        by the
        undersigned subscriber or, if applicable, each beneficial purchaser for whom
        the
        undersigned is acting (the "Subscriber"
        for the
        purposes of this Exhibit 2), the Subscriber hereby represents, warrants,
        covenants and certifies to the Corporation that:

       

      1. The
        Subscriber is resident in Ontario or is subject to the laws of the Province
        of
        Ontario;

       

      2. The
        Subscriber is purchasing the Units as principal for its own
        account;

       

      3. The
        Subscriber is an "accredited investor" within the meaning of Ontario Securities
        Commission Rule 45-501 promulgated under the Securities
        Act
        (Ontario) by virtue of satisfying the indicated criterion as set out in
        Appendix "A" to this Representation Letter; and

       

      4. Upon
        execution of this Exhibit 2 by the Subscriber, this Exhibit 2
        shall be
        incorporated into and form a part of the Subscription Agreement.

       

      
        	Dated: _________________________,
                2005.	 	 
	 	 	 
	 	 	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 2

       

      Accredited
        Investor
        -
        (defined in Ontario Securities Commission Rule 45-501) means:

      
        
          	
                  ___

                   

                	
                  (a)

                   

                	
                  a
                    bank listed in Schedule I or II of the Bank
                    Act
                    (Canada), or an authorized foreign bank listed in Schedule III
                    of the
                    Bank
                    Act
                    (Canada);

                   

                
	
                  ___

                   

                	
                  (b)

                   

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

                   

                
	
                  ___

                   

                	
                  (c)

                   

                	
                  a
                    loan corporation or trust corporation registered under the Loan
                    and Trust Corporations Act
                    (Ontario) or under the Trust
                    and Loan Companies Act
                    (Canada), or under comparable legislation in any other
                    jurisdiction;

                   

                
	
                  ___

                   

                	
                  (d)

                   

                	
                  a
                    co-operative credit society, credit union central, federation
                    of caisses
                    populaire, credit union or league, or regional caisse populaire,
                    or an
                    association under the Cooperative
                    Credit Associations Act
                    (Canada), in each case, located in Canada;

                   

                
	
                  ___

                   

                	
                  (e)

                   

                	
                  a
                    company licensed to do business as an insurance company in any
                    jurisdiction;

                   

                
	
                  ___

                   

                	
                  (f)

                   

                	
                  a
                    subsidiary entity of any person or company referred to in
                    paragraph (a),
                    (b),
                    (c),
                    (d)
                    or
                    (e),
                    where the person or company owns all of the voting shares of
                    the
                    subsidiary entity;

                   

                
	
                  ___

                   

                	
                  (g)

                   

                	
                  a
                    person or company registered under the Securities
                    Act
                    (Ontario) or securities legislation in another jurisdiction as
                    an adviser
                    or dealer, other than a limited market dealer;

                   

                
	
                  ___

                   

                	
                  (h)

                   

                	
                  the
                    government of Canada or of any jurisdiction, or any crown corporation,
                    instrumentality or agency of a Canadian federal, provincial or
                    territorial
                    government;

                   

                
	
                  ___

                   

                	
                  (i)

                   

                	
                  any
                    Canadian municipality or any Canadian provincial or territorial
                    capital
                    city;

                   

                
	
                  ___

                   

                	
                  (j)

                   

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

                   

                
	
                  ___

                   

                	
                  (k)

                   

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

                   

                
	
                  ___

                   

                	
                  (l)

                   

                	
                  a
                    registered charity under the Income
                    Tax Act
                    (Canada);

                   

                
	
                  ___

                   

                	
                  (m)

                   

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

                   

                
	
                  ___

                   

                	
                  (n)

                   

                	
                  an
                    individual whose net income before taxes exceeded CAD$200,000
                    in each of
                    the two most recent years or whose net income before taxes combined
                    with
                    that of a spouse exceeded CAD$300,000 in each of those years
                    and who, in
                    either case, has a reasonable expectation of exceeding the same
                    net income
                    level in the current year;

                   

                
	
                  ___

                   

                	
                  (o)

                   

                	
                  an
                    individual who has been granted registration under the Securities
                    Act
                    (Ontario) or securities legislation in another jurisdiction as
                    a
                    representative of a person or company referred to in
                    paragraph (g),
                    whether or not the individual's registration is still in
                    effect;

                   

                
	
                  ___

                   

                	
                  (p)

                   

                	
                  a
                    promoter of the issuer or an affiliated entity of a promoter
                    of the
                    issuer;

                   

                


           

          
            
               

            

            
               

              
                

              

            

             

            

              APPENDIX
                "A"

              to
                Exhibit 2

               

            

            
               

            

          

          
            	
                    ___

                     

                  	
                    (q)

                     

                  	
                    a
                      spouse, parent, brother, sister, grandparent or child of an
                      officer,
                      director or promoter of the issuer;

                     

                  
	
                    ___

                     

                  	
                    (r)

                     

                  	
                    a
                      person or company that, in relation to the issuer, is an affiliated
                      entity
                      or a person or company referred to in clause (c) of
                      the definition of
                      distribution in subsection 1(1) of the Securities
                      Act
                      (Ontario) ("Control Person");

                     

                  
	
                    ___

                     

                  	
                    (s)

                     

                  	
                    an
                      issuer that is acquiring securities of its own issue;

                     

                  
	
                    ___

                     

                  	
                    (t)

                     

                  	
                    a
                      company, limited liability company, limited partnership, limited
                      liability
                      partnership, trust or estate, other than a mutual fund or non-redeemable
                      investment fund, that had net assets of at least CAD$5,000,000
                      as
                      reflected in its most recently prepared financial statements;

                     

                  
	
                    ___

                     

                  	
                    (u)

                     

                  	
                    a
                      person or company that is recognized by the Ontario Securities
                      Commission
                      as an accredited investor;

                     

                  
	
                    ___

                     

                  	
                    (v)

                     

                  	
                    a
                      mutual fund or non-redeemable investment fund that, in Ontario,
                      distributes its securities only to persons or companies that
                      are
                      accredited investors;

                     

                  
	
                    ___

                     

                  	
                    (w)

                     

                  	
                    a
                      mutual fund or non-redeemable investment fund that, in Ontario,
                      distributes its securities under a prospectus for which a receipt
                      has been
                      granted by the Director (as defined in the Securities
                      Act
                      (Ontario)) or, if it has ceased distribution of its securities,
                      has
                      previously distributed its securities in this manner;

                     

                  
	
                    ___

                     

                  	
                    (x)

                     

                  	
                    a
                      fully managed account if it is acquiring a security that is
                      not a security
                      of a mutual fund or non-redeemable investment fund;

                     

                  
	
                    ___

                     

                  	
                    (y)

                     

                  	
                    an
                      account that is fully managed by a trust corporation registered
                      under the
                      Loan
                      and Trust Corporations Act
                      (Ontario) or under the Trust
                      and Loan Companies Act
                      (Canada), or under comparable legislation in any other
                      jurisdiction;

                     

                  
	
                    ___

                     

                  	
                    (z)

                     

                  	
                    an
                      entity organized outside of Canada that is analogous to any
                      of the
                      entities referred to in paragraphs (a)
                      through (g)
                      and paragraph (k)
                      in
                      form and function; or

                     

                  
	
                    ___

                     

                  	
                    (aa)

                     

                  	
                    a
                      person or company in respect of which all of the owners of
                      interests,
                      direct or indirect, legal or beneficial, are persons or companies
                      that are
                      “accredited investors” (as defined in OSC Rule 45-501).

                     

                  


          

          
             

          

        

      

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

         

        For
          the purposes hereof:

         

        
          	
                  (a)

                	
                  "company"
                    means any corporation, incorporated association, incorporated
                    syndicate or
                    other incorporated organization;

                


        

         

        
          	
                  (b)

                	
                  "Control
                    Person"
                    means any person, company or combination of persons or companies
                    holding a
                    sufficient number of any securities of the issuer to affect materially
                    the
                    control of the issuer but any holding of any person, company
                    or
                    combination of persons or companies holding more than 20% of
                    the
                    outstanding voting securities of the issuer, in the absence of
                    evidence to
                    the contrary, shall be deemed to affect materially the control
                    of the
                    issuer;

                


        

         

        
          	
                  (c)

                	
                  "director"
                    where used in relation to a person, includes a person acting
                    in a capacity
                    similar to that of a director of a
                    company;

                


        

         

        
          	
                  (d)

                	
                  "entity"
                    means a company, syndicate, partnership, trust or unincorporated
                    organization;

                


        

         

        
          	
                  (e)

                	
                  "financial
                    assets"
                    means cash, securities, or any contract of insurance or deposit
                    or
                    evidence thereof that is not a security for the purposes of the
                    Securities
                    Act
                    (Ontario);

                


        

         

        
          
             

          

          
             

            
              

            

          

           

          
            

              APPENDIX
                "A"

              to
                Exhibit 2

               

            

          

          
             

          

        

        
          	
                  (f)

                	
                  "fully
                    managed account"
                    means an investment portfolio account of a client established
                    in writing
                    with a portfolio adviser who makes investment decisions for the
                    account
                    and has full discretion to trade in securities of the account
                    without
                    requiring the client's express consent to a
                    transaction;

                


        

         

        
          	
                  (g)

                	
                  "individual"
                    means a natural person, but does not include a partnership, unincorporated
                    association, unincorporated syndicate, unincorporated organization,
                    trust,
                    or a natural person in his or her capacity as trustee, executor,
                    administrator or other legal personal
                    representative;

                


        

         

        
          	
                  (h)

                	
                  "mutual
                    fund"
                    means an issuer whose primary purpose is to invest money provided
                    by its
                    security holders and whose securities entitle the holder to receive
                    on
                    demand, or within a specified period after demand, an amount
                    computed by
                    reference to the value of a proportionate interest in the whole
                    or in a
                    part of the net assets, including a separate fund or trust account,
                    of the
                    issuer;

                


        

         

        
          	
                  (i)

                	
                  "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;

                


        

         

        
          	
                  (j)

                	
                  "officer"
                    means the chair, any vice-chair of the board of directors, the
                    president,
                    any vice president, the secretary, the assistant secretary, the
                    treasurer,
                    the assistant treasurer, and the general manager of a company,
                    and any
                    other person designated an officer of a company by by-law or
                    similar
                    authority, or any individual acting in a similar capacity on
                    behalf of an
                    issuer;

                


        

         

        
          	
                  (k)

                	
                  "person"
                    means an individual, partnership, unincorporated association,
                    unincorporated syndicate, unincorporated organization, trust,
                    trustee,
                    executor, administrator, or other legal
                    representative;

                


        

         

        
          	
                  (l)

                	
                  "portfolio
                    adviser"
                    means

                


        

         

        
          	 	
                  (i)

                	
                  a
                    portfolio manager; or

                


        

         

        
          	 	
                  (ii)

                	
                  a
                    broker or investment dealer exempted from registration as an
                    adviser under
                    subsection 148(1) of the Regulation made under the Securities
                    Act
                    (Ontario) if that broker or investment dealer is not exempt from
                    the
                    by-laws or regulations of the Toronto Stock Exchange or the Investment
                    Dealers' Association of Canada referred to in that
                    subsection;

                


        

         

        
          	
                  (m)

                	
                  "promoter"
                    means (a) a person or company who, acting alone or in
                    conjunction
                    with one or more other persons, companies or a combination thereof,
                    directly or indirectly, has taken the initiative in founding,
                    organizing
                    or substantially reorganizing the business of the issuer, or
                    (b) a
                    person or company who, in connection with the founding, organizing
                    or
                    substantial reorganizing of the business of the issuer, directly
                    or
                    indirectly, receives in consideration of services or property,
                    or both
                    services and property, 10% or more of any class of securities
                    of the
                    issuer or 10% or more of the proceeds from the sale of any class
                    of
                    securities of a particular issue, but a person or company who
                    receives
                    such securities or proceeds either solely as underwriting commissions
                    or
                    solely in consideration of property shall not be deemed a promoter
                    within
                    the meaning of this definition if such person or company does
                    not
                    otherwise take part in founding, organizing or substantially
                    reorganizing
                    the business;

                


        

         

        
          
             

          

          
             

            
              

            

          

           

          
            

              APPENDIX
                "A"

              to
                Exhibit 2

               

            

          

          
             

          

        

        
          	
                  (n)

                	
                  "related
                    liabilities"
                    means liabilities incurred or assumed for the purpose of financing
                    the
                    acquisition or ownership of financial assets and liabilities
                    that are
                    secured by financial assets; and

                


        

         

        
          	
                  (o)

                	
                  "spouse",
                    in relation to an individual, means another individual to whom
                    that
                    individual is married, or another individual of the opposite
                    sex or the
                    same sex with whom that individual is living in a conjugal relationship
                    outside marriage.

                


        

         

        Affiliated
          Entities, Control and Subsidiaries

         

        1. A
          person
          or company is considered to be an affiliated entity of another person or
          company
          if one is a subsidiary entity of the other, or if both are subsidiary entities
          of the same person or company, or if each of them is controlled by the
          same
          person or company.

         

        2. A
          person
          or company is considered to be controlled by a person or company if

         

        
          	
                  (a)

                	
                  in
                    the case of a person or company,

                


        

         

        
          	 	
                  (i)

                	
                  voting
                    securities of the first mentioned person or company carrying
                    more than 50%
                    of the votes for the election of directors are held, otherwise
                    than by way
                    of security only, by or for the benefit of, the other person
                    or company,
                    and

                


        

         

        
          	 	
                  (ii)

                	
                  the
                    votes carried by the securities are entitled, if exercise, to
                    elect a
                    majority of the directors of the first-mentioned person or
                    company.

                


        

         

        
          	
                  (b)

                	
                  in
                    the case of a partnership that does not have directors, other
                    than a
                    limited partnership, the second-mentioned person or company holds
                    more
                    than 50% of the interests in the partnership;
                    or

                


        

         

        
          	
                  (c)

                	
                  in
                    the case of a limited partnership, the general partner is the
                    second-mentioned person or company.

                


        

         

        3. A
          person
          or company is considered to be a subsidiary entity of another person or
          company
          if

         

        
          	
                  (a)

                	
                  it
                    is controlled by,

                


        

         

        
          	 	
                  (i)

                	
                  that
                    other, or

                


        

         

        
          	 	
                  (ii)

                	
                  that
                    other and one or more persons or companies, each of which is
                    controlled by
                    that other, or

                


        

         

        
          	 	
                  (iii)

                	
                  two
                    or more persons or companies, each of which is controlled by
                    that other,
                    or

                


        

         

        (b) it
          is a
          subsidiary entity of a person or company that is the other's
          subsidiary