Unassociated Document


    EXHIBIT
      4.2

    


    AS
      THE CORPORATION IS NOT A REPORTING ISSUER IN ANY JURISDICTION OF CANADA, UNLESS
      PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
      MUST NOT TRADE THE SECURITY IN CANADA AND MAY HAVE TO HOLD THE SECURITY FOR
      AN
      INDEFINITE PERIOD.

    


    NEITHER
      THESE WARRANTS NOR THE COMMON SHARES ISSUABLE UPON EXERCISE THEREOF HAVE BEEN
      REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
      "U.S.
      SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
      THESE WARRANTS MAY NOT BE EXERCISED WITHIN THE UNITED STATES OR BY OR ON BEHALF
      OF A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT),
      EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S.
      SECURITIES ACT, AND EXEMPTIONS FROM APPLICABLE STATE SECURITIES LAWS, IN EACH
      CASE AFTER PROVIDING AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO
      THE
      CORPORATION TO SUCH EFFECT.

    


    NEITHER
      THESE WARRANTS NOR THE COMMON SHARES ISSUABLE UPON EXERCISE THEREOF MAY BE
      OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF
      EXCEPT: (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S.
      SECURITIES ACT; (B) IN A TRANSACTION OUTSIDE THE UNITED STATES MEETING THE
      REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C)
      IN
      A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND, IN
      EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. PRIOR TO
      THE
      COMPLETION OF ANY SUCH TRANSACTION PURSUANT TO THE FOREGOING CLAUSES (B) OR
      (C),
      THE TRANSFEROR SHALL DELIVER TO THE CORPORATION A WRITTEN OPINION OF COUNSEL
      OR
      OTHER EVIDENCE SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH
      TRANSACTION IS IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF ALL
      APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES LAWS. HEDGING TRANSACTIONS
      WITH RESPECT TO THESE WARRANTS AND THE COMMON SHARES ISSUABLE UPON EXERCISE
      THEREOF ARE PROHIBITED UNLESS THEY ARE CONDUCTED IN COMPLIANCE WITH THE U.S.
      SECURITIES ACT.

    


    This
      warrant certificate is void if not exercised on or before 5:00 p.m. (Edmonton
      time) on October 31, 2011.

    


    WARRANT
      CERTIFICATE

    DEEP
      WELL OIL & GAS, INC.

    


    (Incorporated
      under the laws of the State of Nevada and extra-provincially registered in
      the
      Province of Alberta, Canada)


    
      	 	 	 
	
              WARRANT
                CERTIFICATE 

              NO.
                ____

               

            	 	
              ___________
                WARRANTS, each
                

              entitling
                the Holder to acquire one
                

              Common
                Share for each Warrant
                

              represented
                hereby

            


    

    
       

    

    THIS
      IS TO CERTIFY THAT, FOR VALUE RECEIVED

    


    Name

    Address

    


    (hereinafter
      referred to as the "Holder" or the "Warrantholder") is entitled to acquire
      for
      each Warrant represented hereby, in the manner and subject to the restrictions
      and adjustments set forth herein, at any time and from time to time until
      5:00 p.m. (Edmonton time) (the "Time of Expiry") on the Expiry Date (as
      hereinafter defined), one fully paid and non-assessable common share ("Common
      Share") of DEEP WELL OIL & GAS, INC. (the "Corporation"), at the Exercise
      Price (as hereinafter defined), subject to adjustment as herein
      provided.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    These
      Warrants may only be exercised at the principal office of the Corporation at
      510
      Royal Bank Building, 10117 Jasper Avenue, Edmonton, Alberta, T5J 1W8, or such
      other office as the Corporation may advise the Holder in writing. These Warrants
      are issued subject to the terms and conditions appended hereto as Schedule "A".

     

    IN
      WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to be
      executed by a duly authorized officer.

     

    DATED
      this 31st
      day of
      October, 2008.

    


    
      
        	 	 	 
	 	DEEP
                WELL OIL
                & GAS, INC.
	 
 	 
 	 
 
	 	Per:   	 


      

    

    


    (See
      terms and conditions attached hereto)

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      "A"

    


    TERMS
      AND CONDITIONS FOR WARRANT

    


    ARTICLE 1

    INTERPRETATION

    


    
      	1.1  	
              Definitions

            


    

     

    In
      these
      Terms and Conditions, unless there is something in the subject matter or context
      inconsistent therewith:

    


    
      	(a)  	
              "Common
                Shares" means the common shares in the capital of the
                Corporation;

            


    

     

    
      	(b)  	
              "Corporation"
                means Deep Well Oil & Gas,
                Inc.;

            


    

     

    
      	(c)  	
              "Current
                Market Price" of the Common Shares at any date means the simple average
                of
                the closing price per share for the Common Shares for any 10 consecutive
                trading days selected by the Corporation commencing not more than
                45
                trading days before such date on the stock exchange on which the
                Common
                Shares are listed or, if such Common Shares are not listed on a stock
                exchange, such over-the-counter market on which the Common Shares
                are
                quoted or trade (provided that if on any day in such period no closing
                price per share for the Common Shares is reported on by such exchange
                or
                over-the-counter market for such day, the average of the reported
                closing
                bid and asked prices on such exchange or over-the-counter market
                on such
                day shall be deemed to be the closing price per share for the Common
                Shares for such day) of if the Common Shares are not listed or quoted
                on
                any stock exchange or over-the-counter market, a price determined
                by the
                board of directors of the Corporation acting
                reasonably;

            


    

     

    
      	(d)  	
              "Dividend
                Paid in the Ordinary Course" means a dividend declared payable on
                the
                Common Shares in any four consecutive quarters of the Corporation,
                whether
                in (1) cash, (2) securities of the Corporation, including rights,
                options
                or warrants (other than rights, options or warrants referred to in
                subsection 4.2(b))
                to purchase any securities of the Corporation or property or other
                assets
                of the Corporation, or (3) property or other assets of the Corporation,
                to
                the extent that the amount or value of such dividend together with
                the
                amount or value of all other dividends theretofore paid during such
                financial year (any such securities, property or other assets so
                distributed to be valued at the fair market value of such securities,
                property or other assets, as the case may be, as determined by the
                Corporation, which determination shall be conclusive, provided that,
                for
                the purposes of this definition, the fair market value of any Common
                Share
                distributed by way of dividend shall be conclusively determined by
                reference to the Current Market Price per Common Share on the date
                prior
                to the declaration of such dividend) does not exceed the greater
                of:

            


    

     

    
      	(i)  	
              150%
                of the aggregate amount and/or value of dividends declared payable
                by the
                Corporation on the Common Shares in the period of four consecutive
                financial quarters ended immediately prior to the first day of such
                financial year; and

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	(ii)  	
              100%
                of the consolidated net income of the Corporation before extraordinary
                items (but after dividends payable on all shares ranking prior to
                or on a
                parity with respect to the payment of dividends with the Common Shares)
                in
                respect of the period of four consecutive financial quarters ended
                immediately prior to the first day of the current financial quarter
                (such
                consolidated net income, extraordinary items and dividends to be
                shown in
                the audited consolidated financial statements of the Corporation
                for such
                period of four consecutive financial quarters or if there are no
                audited
                consolidated financial statements for such period, computed in accordance
                with generally accepted accounting principles, consistent with those
                applied in the preparation of the most recent audited consolidated
                financial statements of the
                Corporation);

            


    

     

    
      	(e)  	
              "Exercise
                Price" means the price of US$0.60 per Common Share (subject to adjustment
                in certain events);

            


    

     

    
      	(f)  	
              "Expiry
                Date" means the 31st
                day of October, 2011;

            


    

     

    
      	(g)  	
              "herein",
                "hereby" and similar expressions refer to these Terms and Conditions
                as
                the same may be amended or modified from time to time; and the expression
                "Article" and "Section" followed by a number refer to the specified
                Article or Section of these Terms and
                Conditions;

            


    

     

    
      	(h)  	
              "person"
                means an individual, corporation, partnership, trustee or any
                unincorporated organization and words importing persons have a similar
                meaning;

            


    

     

    
      	(i)  	
              "Time
                of Expiry" means 5:00 p.m. (Edmonton time) on the Expiry
                Date;

            


    

     

    
      	(j)  	
              "Warrant"
                means the warrant to acquire Common Shares evidenced by the Warrant
                Certificate issued to the Holder;
                and

            


    

     

    
      	(k)  	
              "Warrant
                Certificate" means the certificate to which these Terms and Conditions
                are
                attached.

            


    

     

    
      	1.2  	
              Gender

            


    

     

    Words
      importing the singular number include the plural and vice versa and words
      importing the masculine gender include the feminine and neuter
      genders.

    


    
      	1.3  	
              Interpretation
                Not Affected by Headings

            


    

     

    The
      division of these Terms and Conditions into Articles, Sections and Subsections
      and the insertion of headings are for convenience of reference only and shall
      not affect the construction or interpretation thereof.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	1.4  	
              Applicable
                Law

            


    

     

    The
      terms
      hereof and of the Warrant shall be construed in accordance with the laws of
      the
      Province of Alberta and the laws of Canada applicable thereto.

    


    ARTICLE 2

    ISSUE
      OF WARRANT

    


    
      	2.1  	
              Issue
                of Warrants

            


    

     

    That
      number of Warrants set out on the Warrant Certificate are hereby created and
      authorized to be issued.

    


    
      	2.2  	
              Additional
                Warrants

            


    

     

    Subject
      to any other written agreement between the Corporation and the Warrantholder,
      the Corporation may at any time and from time to time undertake further equity
      or debt financing and may issue additional securities of any kind including
      Common Shares, warrants or grant options or similar rights to purchase Common
      Shares to any person.

    


    
      	2.3  	
              Issue
                in Substitution for Lost Warrants

            


    

     

    If
      the
      Warrant Certificate becomes mutilated, lost, destroyed or stolen:

    


    
      	(a)  	
              the
                Corporation shall, subject to subsection 2.3(b)
                hereof, issue and deliver a new Warrant Certificate of like date
                and tenor
                as the one mutilated, lost, destroyed or stolen, in exchange for
                and in
                place of and upon cancellation of such mutilated, lost, destroyed
                or
                stolen Warrant Certificate; and

            


    

     

    
      	(b)  	
              the
                Holder shall bear the cost of the issue of a new Warrant Certificate
                hereunder and in the case of the mutilation, loss, destruction or
                theft of
                the Warrant Certificate, shall, as a condition precedent to the issuance
                of a new Warrant Certificate, furnish to the Corporation such evidence
                of
                mutilation, loss, destruction, or theft as shall be satisfactory
                to the
                Corporation in its sole discretion and, if required by the Corporation,
                an
                indemnity in an amount and form satisfactory to the Corporation,
                in its
                discretion, and shall pay the reasonable charges of the Corporation
                in
                connection therewith.

            


    

     

    
      	2.4  	
              Warrantholder
                Not a Shareholder

            


    

     

    The
      Warrant Certificate shall not constitute the Holder a shareholder of the
      Corporation, nor entitle it to any right or interest in respect thereof except
      as may be expressly provided in the Warrant Certificate. The Corporation may
      deem and treat the Holder of the Warrant Certificate as the absolute owner
      thereof for all purposes and the Corporation shall not be affected by any notice
      to the contrary.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	2.5  	
              Register
                of Warrants 

            


    

     

    At
      all
      times while Warrants are outstanding, the Corporation shall maintain a register
      of all holders of Warrants on which shall be entered the names, latest known
      addresses of all holders and if available, the telecopier numbers of such
      holders and particulars of the Warrants held by them and a register of transfers
      in which shall be entered the particulars of all transfers of Warrants, such
      registers to be kept by and at the office of the Corporation.

     

    
      	2.6  	
              Transfer

            


    

     

    Warrants
      may only be transferred on the register of the Corporation by the Holder thereof
      or its legal representatives or its attorney duly appointed by an instrument
      in
      writing in form and execution satisfactory to the Corporation in accordance
      with
      applicable laws. The Warrants and the Common Shares issuable thereunder are
      and
      may continue to be subject to resale restrictions and hold periods, and holders
      should consult their legal advisors in respect of the same. Such transfer will
      be effected upon surrender to the Corporation of this Warrant Certificate for
      cancellation and the duly completed and executed Transfer Form attached hereto
      as Appendix
      1
      and upon
      compliance, to the reasonable satisfaction of the Corporation,
      with:

    


    
      	(a)  	
              the
                conditions herein;

            


    

     

    
      	(b)  	
              such
                reasonable requirements as the Corporation may require;
                and

            


    

     

    
      	(c)  	
              all
                applicable securities legislation and requirements of regulatory
                authorities and all stock exchanges upon which the Common Shares
                are
                listed from time to time, as
                applicable.

            


    

     

    
      	2.7  	
              Default
                on Issuance of Common Shares

            


    

     

    Notwithstanding
      anything contained in this Warrant Certificate, if for any reason, other than
      the failure or default of the Holder of the Warrants, the Corporation is unable
      to issue and deliver the Common Shares as contemplated within this Warrant
      Certificate to the Holder upon the proper exercise by the Holder of the right
      to
      purchase any of the Common Shares covered by this Warrant Certificate, the
      Corporation, at the option of the Holder, must pay to the Holder, in cash,
      an
      amount equal to the difference between the Exercise Price and the Current Market
      Price of the Common Shares on the Exercise Date, for each Common Share that
      is
      not delivered, in complete satisfaction of its obligations with respect to
      the
      particular Warrant for which the Common Share was not issued.

    


    ARTICLE 3

    EXERCISE
      OF THE WARRANT

     

    3.1  No
      Registration under U.S. Securities Act

     

    The
      Warrants may not be exercised within the United States, or by or on behalf
      of a
“U.S. Person” (as defined in Regulation S under the United States Securities Act
      of 1933, as amended (the “U.S. Securities Act”)), nor will certificates
      representing Common Shares issuable upon exercise of the Warrants be delivered
      in the United States, except pursuant to an exemption from the registration
      requirements of the U.S. Securities Act and exemptions from applicable state
      securities laws. Any person who proposes to exercise a Warrant shall provide
      to
      the Corporation, as contemplated in Appendix
      2,
      either
      (i) written certification that, among other things, the Warrant is not being
      exercised within the United States or by or on behalf of a U.S. Person, (ii)
      a
      written opinion of counsel or other evidence satisfactory to the Corporation
      to
      the effect that the issuance of Common Shares upon exercise of such Warrant
      is
      not required to be registered under the U.S. Securities Act and applicable
      state
      securities laws or (iii) written confirmation by the person exercising the
      Warrant that it is the original purchaser thereof and reaffirming, as of the
      date of such exercise, the representations, warranties made by it in the
      subscription agreement pursuant to which it purchased the Warrant. Common Shares
      issuable upon exercise of Warrants by a person in the United States or by or
      on
      behalf of a U.S. Person may, if so determined by the Corporation in its sole
      discretion, bear a legend restricting transfer.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	3.2  	
              Method
                of Exercise of The Warrant

            


    

     

    The
      Holder may exercise the right hereby conferred on the Holder to acquire Common
      Shares (subject to the provisions of this Article 3) by:

     

    
      	(a)  	
              duly
                completing and executing the Warrant Exercise Form attached hereto
                as
                Appendix 2;
                and

            


    

     

    
      	(b)  	
              certifying
                that the Holder or (if different) the recipient of the Common Shares
                to be
                issued upon exercise of the Warrant either: (i) is not (a) a "U.S.
                Person", (b) exercising the Warrant(s) on behalf of a "U.S. Person",
                and
                (c) in the United States at the time that the Warrant(s) are exercised
                and
                did not execute or deliver the Warrant Exercise Form in the United
                States;
                or (ii) at or prior to the time of such exercise, has delivered to
                the
                Corporation a written opinion of counsel or other evidence satisfactory
                to
                the Corporation to the effect that the issuance of Common Shares
                upon such
                exercise is not required to be registered under the U.S. Securities
                Act
                and applicable state securities laws; or (iii) is the original purchaser
                of the Warrants and confirms as of the date of such exercise, the
                representations, warranties and agreements made by it in the subscription
                agreement pursuant to which the Warrant was purchased by it;
                and

            


    

     

    
      	(c)  	
              surrendering
                this certificate, together with the Holder’s certified cheque or a bank
                draft, money order or wire transfer in the full amount of the total
                aggregate Exercise Price of the Common Shares being purchased, together
                with the duly completed and executed Warrant Exercise Form, to the
                Corporation at its offices,

            


    

     

    at
      any
      time up until the Time of Expiry. This Warrant Certificate shall be deemed
      to be
      surrendered only upon personal delivery thereof to, or if sent by mail or other
      means of transmission, upon actual receipt thereof by, the Corporation at its
      offices.

    


    
      	3.3  	
              Effect
                of Exercise of the Warrant

            


    

     

    
      	(a)  	
              Upon
                surrender and payment as aforesaid the Common Shares so subscribed
                for
                shall be issued as fully paid and non-assessable shares, free from
                all
                liens, charges and encumbrances and the Holder shall become the Holder
                of
                record of such Common Shares on the date of such surrender and
                payment;

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              Within
                ten (10) business days after surrender and payment as aforesaid,
                the
                Corporation shall forthwith cause the issuance of and mail to the
                Holder a
                certificate for the Common Shares purchased as
                aforesaid;

            


    

     

    
      	(c)  	
              Notwithstanding
                anything herein contained including any adjustment provided for in
                Article 4,
                the Corporation shall not be required, upon the exercise of any Warrants,
                to issue fractions of Common Shares or to distribute certificates
                which
                evidence fractional Common Shares. Any fractional Common Shares that
                would
                otherwise be issuable upon the exercise of Warrants shall be cancelled
                by
                the Corporation without compensation to the Holder thereof;
                and

            


    

     

    
      	(d)  	
              Notwithstanding
                anything herein contained, no Common Shares will be issued pursuant
                to the
                exercise of any Warrant if the issuance of such Common Shares would
                constitute a violation of the securities laws of any applicable
                jurisdiction or the requirements of any applicable stock exchange,
                and
                without limiting the generality of the foregoing, in the event that
                any of
                the Warrants are exercised prior to expiry of any hold period or
                other
                resale restriction placed thereon by such laws or requirements, the
                certificates evidencing the Common Shares thereby issued will bear
                such
                legend as is required under applicable securities laws and that,
                in the
                opinion of legal counsel to the Corporation, is necessary in order
                to
                avoid a violation of any such laws or requirements.

            


    

     

    
      	3.4  	
              Subscription
                for Less than Entitlement

            


    

     

    The
      Holder may subscribe for and purchase a number of Common Shares less than the
      number which it is entitled to purchase pursuant to the surrendered Warrant
      Certificate. In the event of any purchase of a number of Common Shares less
      than
      the number which can be purchased pursuant to the Warrant Certificate, the
      Corporation shall forthwith issue and deliver to the Holder a new Warrant
      Certificate containing the same terms and conditions as disclosed herein to
      purchase that number of Common Shares with respect to which such partial
      exercise did not apply.

    


    
      	3.5  	
              Resale
                Restrictions

            


    

     

    As
      the
      Corporation is not a reporting issuer in any jurisdiction of Canada, unless
      permitted under Canadian securities legislation, the Holder of this security
      must not trade the security in Canada and may have to hold the security for
      an
      indefinite period.

     

    
      	3.6  	
              Expiration
                of the Warrant

            


    

     

    After
      the
      Time of Expiry, all rights hereunder shall wholly cease and terminate and the
      Warrant Certificate and the Warrants shall be void and of no further force
      and
      effect.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ARTICLE 4

    ADJUSTMENTS

    


    
      	4.1  	
              Adjustment
                of Number of Common Shares

            


    

     

    The
      acquisition rights in effect at any date attaching to the Warrants shall be
      subject to adjustment from time to time as follows:

    


    
      	(a)  	
              If
                and whenever at any time after the date hereof and prior to the Time
                of
                Expiry, any adjustment in the Exercise Price or in the calculation
                thereof
                pursuant to Section 4.2
                shall occur as a result of:

            


    

     

    
      	(i)  	
              an
                event referred to in subsection 4.2(a);

            


    

     

    
      	(ii)  	
              the
                fixing by the Corporation of a record date for an event referred
                to in
                subsection 4.2(b);
                or

            


    

     

    
      	(iii)  	
              the
                fixing by the Corporation of a record date for an event referred
                to in
                subsection 4.2(c)
                if
                such event constitutes the issue or distribution to the holders of
                all or
                substantially all of its outstanding Common Shares
                of:

            


    

     

    
      	(A)  	
              Common
                Shares, or

            


    

     

    
      	(B)  	
              securities
                exchangeable for or convertible into Common Shares at less than the
                Current Market Price of the Common Shares on such record date,
                or

            


    

     

    
      	(C)  	
              rights,
                options or warrants to acquire Common Shares at an exercise, exchange
                or
                conversion price per Common Share less than the Current Market Price
                of
                the Common Shares on such record
                date,

            


    

     

    the
      number of Common Shares obtainable upon the subsequent exercise of the Warrant
      shall be adjusted simultaneously with the adjustment in the Exercise Price
      pursuant to Section 4.2
      by
      multiplying the number of Common Shares theretofore obtainable on the exercise
      thereof immediately prior to such adjustment by a fraction of which the
      numerator shall be the total number of Common Shares outstanding immediately
      after such date and the denominator shall be the total number of Common Shares
      outstanding immediately prior to such date. To the extent that any adjustment
      in
      subscription rights occurs pursuant to this subsection 4.1(a)
      as a
      result of the distribution of securities convertible into or exchangeable for
      Common Shares referred to in subsection 4.2(a)
      or as a
      result of the fixing by the Corporation of a record date for the distribution
      of
      rights, options or warrants referred to in subsection 4.2(b),
      the
      number of Common Shares purchasable upon exercise of a Warrant shall be
      readjusted immediately after the expiration of any relevant exchange, conversion
      or exercise right to the number of Common Shares which would be purchasable
      based upon the
      number of Common Shares actually issued and remaining issuable immediately
      after
      such expiration, and shall be further readjusted in such manner upon expiration
      of any further such right. To the extent that any such adjustment in
      subscription rights occurs pursuant to this subsection 4.1(a)
      as a
      result of the fixing by the Corporation of a record date for the distribution
      referred to in subsection 4.2(c)
      of
      rights, options or warrants or exchangeable or convertible securities, the
      number of Common Shares purchasable upon exercise of a Warrant shall be
      readjusted immediately after the expiration of any relevant exchange, conversion
      or exercise right to the number which would be purchasable pursuant to this
      subsection 4.1(a)
      if the
      fair market value of such rights, options or warrants or other exchangeable
      or
      convertible securities had been determined for the purposes of the adjustment
      pursuant to this subsection 4.1(a)
      on the
      basis of the number of Common Shares issued and remaining issuable immediately
      after such expiration, and shall be further readjusted in such manner upon
      expiration of any further right.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              If
                and whenever at any time after the date hereof and prior to the Time
                of
                Expiry there is a reclassification of the Common Shares or a capital
                reorganization of the Corporation other than as described in subsection
                4.2(a)
                or
                a consolidation, amalgamation or merger of the Corporation (including,
                without limitation, by way of plan of arrangement) with or into any
                other
                body corporate, trust, partnership or other entity, or a sale or
                conveyance of the property and assets of the Corporation as an entirety
                or
                substantially as an entirety to any other body corporate, trust,
                partnership or other entity, any Warrantholder who has not exercised
                his
                right of acquisition prior to the effective date of such reclassification,
                reorganization, consolidation, amalgamation, merger, sale or conveyance,
                upon the exercise of such right thereafter, shall be entitled to
                receive
                and shall accept, in lieu of the number of Common Shares then sought
                to be
                acquired by it, the kind and number of shares or other securities
                or
                property of the Corporation or of the body corporate, trust, partnership
                or other entity resulting from such reclassification, reorganization,
                consolidation, amalgamation or merger, or to which such sale or conveyance
                may be made, as the case may be, that such Holder would have been
                entitled
                to receive as a result of such reclassification, reorganization,
                consolidation, amalgamation, merger, sale or conveyance, if, on the
                record
                date or the effective date thereof, as the case may be, the Warrantholder
                had been the registered Holder of the number of Common Shares to
                which the
                Holder was theretofore entitled upon exercise. If determined appropriate
                by the board of directors of the Corporation to give effect to or
                to
                evidence the provisions of this subsection 4.1(b),
                the Corporation, its successor, or such purchasing body corporate,
                partnership, trust or other entity, as the case may be, shall prior
                to or
                contemporaneously with any such reclassification, reorganization,
                consolidation, amalgamation, merger, sale or conveyance, enter into
                an
                agreement or new Warrant Certificate which shall provide, to the
                extent
                possible, for the application of the provisions set forth in this
                Warrant
                Certificate with respect to the rights and interests thereafter of
                the
                Warrantholder to the end that the provisions set forth in this Warrant
                shall thereafter correspondingly be made applicable, as nearly as
                may
                reasonably be, with respect to any shares, other securities or property
                to
                which a Warrantholder is entitled on the exercise of its acquisition
                rights thereafter and upon entering into such new Warrant Certificate
                or
                agreement, the Corporation shall cease to have any obligations (including
                the obligation to issue any Common Shares) hereunder and the Holder
                shall
                cease to have any rights hereunder. Any Warrant Certificate or agreement
                entered into pursuant to the provisions of this subsection 4.1(b)
                shall be an agreement entered into pursuant to the provisions of
                Article 6.
                Any Warrant Certificate or agreement entered into between the Corporation,
                any successor to the Corporation or such purchasing body corporate,
                partnership, trust or other entity shall provide for adjustments
                which
                shall be as nearly equivalent as may be practicable to the adjustments
                provided in this Article 4
                and which shall apply to successive reclassifications, reorganizations,
                consolidations, amalgamations, mergers, sales or
                conveyances.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	4.2  	
              Adjustment
                of
                Exercise Price

            


    

     

    The
      Exercise Price in effect at any date attaching to the Warrants shall be subject
      to adjustment from time to time as follows:

    


    
      	(a)  	
              If
                and whenever after the date hereof and at any time prior to the Time
                of
                Expiry, the Corporation shall:

            


    

     

    
      	(i)  	
              subdivide,
                divide or change its outstanding Common Shares into a greater number
                of
                Common Shares;

            


    

     

    
      	(ii)  	
              consolidate,
                reduce or combine its outstanding Common Shares into a lesser number
                of
                Common Shares;

            


    

     

    
      	(iii)  	
              make
                any distribution, other than by way of Dividend Paid in the Ordinary
                Course, to the holders of all or substantially all of the outstanding
                Common Shares payable in Common
                Shares;

            


    

     

    
      	 	
              the
                Exercise Price in effect on the effective date of such events referred
                to
                in subsections 4.2(a)(i),
                4.2(a)(ii),
                or 4.2(a)(iii)
                shall be adjusted to equal the price determined by multiplying the
                Exercise Price in effect immediately prior to such effective date
                by a
                fraction of which the numerator shall be the total number of Common
                Shares
                outstanding immediately prior to such date and the denominator shall
                be
                the total number of Common Shares immediately after such date. Such
                adjustment shall be made successively whenever any event referred
                to in
                this subsection 4.2(a)
                shall occur.

            


    

     

    
      	(b)  	
              If
                and whenever at any time after the date hereof, the Corporation shall
                fix
                a record date which is prior to the Time of Expiry for the issue
                of
                rights, options or warrants to all or substantially all the holders
                of
                outstanding Common Shares under which such holders are entitled during
                a
                period expiring not more than sixty (60) days after the record date
                for
                such issue to subscribe for or purchase Common Shares, or securities
                convertible into or exchangeable for Common Shares, at a price per
                Common
                Share or having a conversion or exchange price per Common Share less
                than
                the Current Market Price per Common Share on such record date, the
                Exercise Price shall be adjusted immediately after such record date
                so
                that it shall equal the price determined by multiplying the Exercise
                Price
                in effect on such record date by a fraction of which the numerator
                shall
                be the total number of Common Shares outstanding on such record date
                plus
                a number of Common Shares equal to the number arrived at by dividing
                the
                aggregate price of the total number of additional Common Shares offered
                for subscription or purchase, or the aggregate conversion or exchange
                price of the convertible securities so offered, by such Current Market
                Price per Common Share, and of which the denominator shall be the
                total
                number of Common Shares outstanding on such record date plus the
                total
                number of additional Common Shares offered for subscription or purchase
                (or into which the convertible securities so offered are convertible
                or
                exchangeable). If by the terms of the rights, options or warrants
                referred
                to in this subsection 4.2(b),
                there is more than one purchase, conversion or exchange price per
                Common
                Share, the aggregate price of the total number of additional Common
                Shares
                offered for subscription or purchase, or the aggregate conversion
                or
                exchange price of the convertible securities so offered, shall be
                calculated for purposes of the adjustment on the basis of the lowest
                purchase, conversion or exchange price per Common Share, as the case
                may
                be. Any Common Shares owned by or held for the account of the Corporation
                or any subsidiary of the Corporation shall be deemed not to be outstanding
                for the purpose of any such computation. To the extent that any adjustment
                in Exercise Price occurs pursuant to this subsection 4.2(b)
                as
                a result of the fixing by the Corporation of a record date for the
                distribution of rights, options or warrants referred to in this subsection
                4.2(b),
                the Exercise Price shall be readjusted immediately after the expiration
                of
                any relevant exchange, conversion or exercise right to the Exercise
                Price
                which would then be in effect based upon the number of Common Shares
                actually issued and remaining issuable after such expiration, and
                shall be
                further readjusted in such manner upon expiration of any further
                such
                right.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	(c)  	
              If
                and whenever at any time prior to the Time of Expiry, the Corporation
                shall fix a record date which is prior to the Time of Expiry for
                the issue
                or distribution to all or substantially all the holders of its outstanding
                Common Shares of:

            


    

     

    
      	(i)  	
              shares
                of any class other than Common Shares (excluding Dividends Paid in
                the
                Ordinary Course);

            


    

     

    
      	(ii)  	
              rights,
                options or warrants (excluding those referred to in subsection
                4.2(b));

            


    

     

    
      	(iii)  	
              evidences
                of its indebtedness; or

            


    

     

    
      	(iv)  	
              any
                other property or assets (excluding Dividends Paid in the Ordinary
                Course);

            


    

     

    then,
      and
      in each such case, the Exercise Price shall be adjusted immediately after such
      record date so that it shall equal the price determined by multiplying the
      Exercise Price in effect on such record date by a fraction, of which the
      numerator shall be the total number of Common Shares outstanding on such record
      date multiplied by the Current Market Price on such record date, less the
      aggregate fair market value (as determined by the Corporation, which
      determination shall be conclusive) of such shares, rights, options, warrants,
      evidences of indebtedness or assets so issued or distributed, and of which
      the
      denominator shall be the total number of Common Shares outstanding on such
      record date multiplied by such Current Market Price, and any Common Shares
      owned
      by or held for the account of the Corporation or any subsidiary of the
      Corporation shall be deemed not to be outstanding for the purpose of any such
      computation. Such adjustment shall be made successively whenever such a record
      date is fixed, and to the extent that such distribution is not so made, the
      Exercise Price shall then be readjusted to the Exercise Price which would then
      be in effect if such record date had not been fixed or to the Exercise Price
      which would then be in effect based upon such shares, rights, options, warrants,
      evidences of indebtedness or assets actually distributed, as the case may
      be.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	4.3  	
              General
                Adjustments

            


    

     

    
      	(a)  	
              If
                necessary, appropriate adjustments shall be made in the application
                of the
                provisions set forth in this Article 4
                with respect to the rights and interests thereafter of the holders
                of
                Warrants to the end that the provisions set forth in this Article 4
                shall thereafter correspondingly be made applicable as nearly as
                may
                reasonably be possible in relation to any shares or other securities
                or
                property thereafter deliverable upon the exercise of any Warrant.
                Any such
                adjustments shall be made by and set forth in an amendment to this
                Warrant
                Certificate hereto approved by the directors of the Corporation and
                shall
                for all purposes conclusively be deemed to
                be
                an appropriate adjustment.

            


    

     

    
      	(b)  	
              If
                any case in which this Article 4
                shall require that an adjustment shall become effective immediately
                after
                a record date for an event referred to herein, the Corporation may
                defer,
                until the occurrence of such event, issuing to the Holder of any
                Warrant
                exercised after such event the additional Common Shares issuable
                upon such
                conversion by reason of the adjustment required by such event before
                giving effect to such adjustment; provided, however, that the Corporation
                shall deliver to such Holder an appropriate instrument evidencing
                such
                Holder's right to receive such additional Common Shares upon the
                occurrence of the event requiring such adjustment and the right to
                receive
                any distributions made on such additional Common Shares declared
                in favour
                of holders of record of Common Shares on and after the relevant date
                of
                exercise or such later date as such Holder would, but for the provisions
                of this subsection 4.3(b),
                have become the Holder of record of such additional Common Shares
                as a
                result of the exercise of the
                Warrants.

            


    

     

    
      	(c)  	
              No
                adjustment in the Exercise Price or in the number of shares to be
                issued
                pursuant to the exercise of the Warrants shall be required unless
                such
                adjustment would result in a change of at least 1% in the Exercise
                Price
                then in effect or unless the number of shares to be issued would
                change by
                at least 1/100th of a share, provided, however, that any adjustments
                which, except for the provisions of this subsection 4.3(c)
                would otherwise have been required to be made, shall be carried forward
                and taken into account in any subsequent
                adjustment.

            


    

     

    
      	(d)  	
              The
                adjustments provided for in this Article 4
                in
                the Exercise Price and in the number and classes of shares which
                are to be
                received on the exercise of Warrants are cumulative. After any adjustment
                pursuant to this Section, the term "Common Shares" where used in
                this
                Warrant shall be interpreted to mean the shares or other securities
                or
                property of the Corporation which, as a result of all prior adjustments
                pursuant to this Section, the Warrantholder is entitled to receive
                upon
                the exercise of his Warrant, and the number of Common Shares indicated
                in
                any subscription made pursuant to a Warrant shall be interpreted
                to mean
                the number and kind of securities or property which, as a result
                of all
                prior adjustments pursuant to this Article 4,
                a
                Warrantholder is entitled to receive upon the full exercise of a
                Warrant
                entitling the Holder thereof to purchase the number of Common Shares
                so
                indicated.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	(e)  	
              All
                securities and property which a Warrantholder is at the time in question
                entitled to receive on the full exercise of his Warrant, whether
                or not as
                a result of adjustments made pursuant to this Section, shall, for
                the
                purposes of the interpretation of this Warrant be deemed to be securities
                and property which such Warrantholder is entitled to purchase pursuant
                to
                such Warrant.

            


    

     

    
      	4.4  	
              Notice
                of Adjustment

            


    

     

    Whenever
      the number of Common Shares purchasable upon the exercise of each Warrant or
      the
      Exercise Price of such Common Shares is adjusted, as herein provided, the
      Corporation shall promptly send to the Warrantholder by first class mail,
      postage prepaid, notice of such adjustment or adjustments.

     

    ARTICLE 5

    COVENANTS
      BY THE CORPORATION

    


    
      	5.1  	
              Covenants
                by the Corporation

            


    

     

    The
      Corporation hereby covenants and agrees as follows:

    


    
      	(a)  	
              it
                will at all times maintain its corporate existence and will carry
                on its
                business as currently carried on;

            


    

     

    
      	(b)  	
              it
                will reserve and there will remain unissued out of its authorized
                capital
                a sufficient number of Common Shares to satisfy the rights of acquisition
                provided for in the Warrant Certificate;
                and

            


    

     

    
      	(c)  	
              all
                Common Shares issued upon exercise of the right to purchase provided
                for
                herein shall, upon payment of the Exercise Price therefor, be issued
                as
                fully paid and non-assessable
                shares.

            


    

     

    ARTICLE 6

    MERGER
      AND SUCCESSORS

    


    
      	6.1  	
              Corporation
                May Consolidate, etc. on Certain
                Terms

            


    

     

    Nothing
      herein contained shall prevent any consolidation, reorganization, amalgamation,
      arrangement or merger of the Corporation with or into any other body corporate,
      trust, partnership or other entity, or a conveyance or transfer of all or
      substantially all the properties and assets of the Corporation as an entirety
      or
      substantially as an entirety to any other body corporate, trust, partnership
      or
      other entity lawfully entitled to acquire and operate same, provided, however,
      that the other body corporate, trust, partnership or other entity formed by
      such
      reorganization, consolidation, amalgamation, arrangement or merger or which
      acquires by conveyance or transfer all or substantially all the properties
      and
      assets of the Corporation shall, simultaneously with such reorganization,
      consolidation, amalgamation, arrangement, merger, conveyance or transfer, assume
      the due and punctual performance and observance of all the covenants and
      conditions hereof to be performed or observed by the Corporation.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	6.2  	
              Successor
                Corporation Substituted

            


    

     

    In
      case
      the Corporation, pursuant to Section 6.1,
      shall
      be reorganized, consolidated, amalgamated, arranged, or merged with or into
      any
      other body corporate, trust, partnership or other entity, or shall convey or
      transfer all or substantially all of its properties and assets as an entirety
      or
      substantially as an entirety to any other body corporate, trust, partnership
      or
      other entity, the successor formed by such reorganization, consolidation,
      amalgamation, arrangement or merger or into which the Corporation shall have
      been reorganized, consolidated, amalgamated, arranged or merged or which shall
      have received a conveyance or transfer as aforesaid, shall succeed to and be
      substituted for the Corporation hereunder and such changes in phraseology and
      form (but not in substance) may be made in the Warrant Certificate and herein
      as
      may be appropriate in view of such reorganization, consolidation, amalgamation,
      arrangement, merger, conveyance or transfer.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      1

     

      
        

      

    

    TRANSFER
      FORM

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers to
      _____________________________________, __________________ Warrants of
Deep
      Well Oil & Gas, Inc. registered
      in the name of the undersigned on the records of Deep
      Well Oil & Gas, Inc. represented
      by the Warrant Certificate attached hereto and irrevocably appoints Deep
      Well Oil & Gas, Inc. the
      attorney of the undersigned to transfer the said securities on the books or
      register with full power of substitution. 

    


    DATED
      the
      ______ day of ________________, 200__.

     

     

    
      	   	 	   	 
	Signature Guaranteed	 	Signature of Holder	 


    

      

    


    Instructions:

    


    
      	
              1.

            	
              The
                signature of the Holder must be the signature of the person appearing
                on
                the face of this Certificate.

            


    

    


    
      	
              2.

            	
              If
                the Transfer Form is signed by a trustee, executor, administrator,
                curator, guardian, attorney, officer of a corporation or any person
                acting
                in a judiciary or representative capacity, the certificate must be
                accompanied by evidence of authority to sign satisfactory to the
                Corporation.

            


    

    


    
      	
              3.

            	
              The
                signature on the Transfer Form must be guaranteed by an authorized
                officer
                of a chartered bank, trust Corporation or an investment dealer who
                is a
                member of a recognized stock
                exchange.

            


    

    


    
      	
              4.

            	
              Warrants
                shall only be transferable in accordance with applicable laws. The
                Warrants and the Common Shares issuable thereunder are subject to
                resale
                restrictions and hold periods which will prevent the Holder, except
                in
                very limited circumstances from trading such securities. Holders
                should
                consult their legal advisors in this
                regard.

            


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
       

      APPENDIX
        2

       

        
          

        

      

    

    WARRANT
      EXERCISE FORM

    


    TO: Deep
      Well
      Oil & Gas, Inc.

    


    The
      undersigned Holder of the within Warrant(s) hereby subscribes for
      _______________ Common Shares of Deep Well Oil & Gas, Inc. (the
      "Corporation") (or such number of Common Shares or other securities or property
      to which such exercise entitles the undersigned in lieu thereof or in addition
      thereto under the provisions of the Warrant Certificate) pursuant to the within
      Warrant(s) at US$0.60 per share (or the adjusted dollar amount per share at
      which the undersigned is entitled to purchase such shares under the provisions
      of the Warrant(s) subscribed for above) prior to 5:00 p.m. (Edmonton time)
      on
      the Expiry Date on the terms specified in the said Warrant Certificate, which
      certificate is surrendered to the Corporation and which will, upon the issuance
      of the Common Shares referred to above and the issuance of a new Warrant for
      any
      outstanding rights of the surrendered Warrant, be null and void. The undersigned
      also encloses herewith a certified cheque, bank draft or money order or has
      transmitted good same day funds by wire or other similar transfer, in lawful
      money of the United States, payable to or to the order of Deep Well Oil &
Gas, Inc. in payment of the exercise price.

    


    In
      order
      to exercise any Warrants represented by this certificate, the person exercising
      Warrant(s) must check one of the following:

     

    [PLEASE
      CHECK ONE]

     

    
      	o  	
              The
                undersigned Holder (i) at the time of exercise of these Warrants
                is not in
                the United States; (ii) is not a "U.S. person" as defined in Regulation
                S
                under the United States Securities Act of 1933, as amended (the "U.S.
                Securities Act"), and is not exercising these Warrants on behalf
                of a
                "U.S. person"; (iii) did not acquire the Warrants in the United States;
                (iv) did not execute or deliver this Warrant Exercise Form in the United
                States; or

               

            


    

    
      	o  	
              The
                undersigned certifies that an exemption from registration under the
                U.S.
                Securities Act and any applicable state securities laws is available,
                and
                attached hereto is an opinion of counsel to such effect, it being
                understood that any opinion of counsel tendered in connection with
                the
                exercise of these Warrants must be in form and substance satisfactory
                to
                the Corporation; or

               

            


    

    
      	o  	
              The
                undersigned certifies that the undersigned is the original purchaser
                of
                the Warrant(s) being exercised and confirms as of the date hereof,
                the
                representations, warranties and agreements made by the undersigned
                in the
                subscription agreement pursuant to which such Warrant(s) was acquired
                by
                it.

            


    

    


    The
      undersigned directs that the said Common Shares hereby exercised, be issued
      and
      delivered as follows:

    


    Name
      in full Address(es)
      (Include Postal Code) #
      of Common Shares

    _________________________ ____________________________________ _____________________

    (Please
      print full name in which certificates are to be issued. If any of the securities
      are to be issued to a person or persons other than the undersigned, the
      undersigned Holder must pay to the Corporation all requisite taxes or other
      governmental charges.)

    


    DATED
      this
      __________
      day of
      ___________,
      200__.

    


    
       

      
        	   	 	   	 
	Witness 	 	Signature of Warrantholder (or its
                representative if not an individual).	 
	 	 	 	 
	Print name and address of
                Warrantholder in full	 	 	 
	  	 	 	 
	Name: 	 	Address:	 
	 	 	 	 
	
                Title
                  of person signing on behalf of Holder (if

                subscriber
                  is not an individual): 

              	 	 	 
	   	 	  	 
	 	 	Signature Guaranteed	 


      

        

    

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	1.  	
              If
                the Warrant Exercise Form indicates that Common Shares are to be
                issued to
                a person or persons other than the registered Holder of the certificate,
                the signature of such Holder of the Warrant Exercise Form must be
                guaranteed by an authorized officer of a chartered bank, trust corporation
                or an investment dealer who is a member of a recognized stock
                exchange.

            


    

     

    
      	2.  	
              If
                the Warrant Exercise Form is signed by a trustee, executor, administrator,
                curator, guardian, attorney, officer of a corporation or any person
                acting
                in a judiciary or representative capacity, the certificate must be
                accompanied by evidence of authority to sign satisfactory to the
                Corporation.

            


    

     

    
      	3.  	
              If
                the registered Holder exercises its right to receive Common Shares
                prior
                to expiry of any hold period or other resale restriction placed on
                the
                Warrants by the securities laws of any applicable jurisdiction or
                the
                requirements of any applicable stock exchange, the certificates evidencing
                the Common Shares thereby issued will bear such legend as is required
                under applicable securities laws and that, in the opinion of legal
                counsel
                to the Corporation, be necessary in order to avoid a violation of
                any such
                laws or requirements.