Unassociated Document


    EXHIBIT
      4.3


    

      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$0.80 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.