Exhibit
      10.1

     

    Minutes
      of Settlement

     

    Between:     Deep
      Well
      Oil & Gas, Inc. and

    Northern
      Alberta Oil Ltd.

    Deep
      Well
      Oil & Gas (Alberta) Ltd., ("the Farmor")

     

    and

     

    1350826
      Alberta Ltd. (the Farmee")

     

    and

     

    Andora
      Energy Corporation ("Andora")

     

    Whereas
      the parties are the successors in interest to a Farmout Agreement dated
      February 25, 2005, as amended, attached hereto as
      Schedule "A";

     

    And
      whereas Andora is the beneficial owner of 3 percentage points of the Gross
      Overriding Royalty created under a royalty agreement dated December 12, 2003
      originally between Mikwec Energy Canada Ltd. and Nearshore Petroleum Corporation
      (the “Nearshore ORR”)

     

    And
      whereas a dispute has arisen with respect to the performance of the Farmee's
      obligations under clause 4 of the Farmout Agreement and the selection of
      earned sections under clause 4;

     

    And
      whereas the parties have mediated and resolved these differences and certain
      collateral matters on the terms contained herein:

     

    
      	
              1.

            	
              The
                Farmee shall be regarded as having earned the two sections on which
                the
                Option Wells were drilled and 4 additional sections of its choosing,
                which
                shall consists of the following:

            


    

     

    
      	 	
              ·

            	
              40%
                W.I. Twp 91 Range 12 W5 sections 29 &
                28

            


    

    
      	 	
              ·

            	
              40%
                W.I. Twp 91 Range 13 W5
                section 25

            


    

    
      	 	
              ·

            	
              40%
                W.I. Twp 92 Range 13 W5
                section 1

            


    

    
      	 	
              ·

            	
              40%
                W.I. Twp 91 Range 12 W5
                section 32

            


    

    
      	 	
              ·

            	
              40%
                W.I. Twp 91 Range 12 W5
                section 30

            


    

     

    (the
      "Earned Sections")

     

    
      	
              2.

            	
              Farmee
                and Andora acknowledge that their only interest in the Nearshore
                ORR in
                the 12 sections earned by Farmee under the Farmout Agreement is 3
                percentage points of the Nearshore ORR on the Farmor's 40% beneficial
                interest in such sections. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Further,
      should the Farmee or Andora acquire any additional percentage points of the
      Nearshore ORR, the additional percentage points of the Nearshore ORR will only
      apply to Farmor’s 40% beneficial interest on those additional lands where a 40%
      beneficial interest was transferred by Farmor to Farmee.

     

    
      	
              3.

            	
              The
                Farmee shall provide the following information to the
                Farmor:

            


    

     

    
      	 	
              ·

            	
              a
                complete copy of the well files;

            


    

    
      	 	
              ·

            	
              a
                copy of the interpretation of the reprocessed seismic
                information;

            


    

    
      	 	
              ·

            	
              a
                copy of all aero-magnetic studies and geo-physical
                interpretations;

            


    

    
      	 	
              ·

            	
              a
                copy of the D&M Report.

            


    

     

    
      	
              4.

            	
              The
                parties shall jointly discontinue and release the other with respect
                to
                Court of Queen's Bench Action No. 0701-05692 Claim and
                Counterclaim.

            


    

     

    
      	
              5.

            	
              The
                Farmee shall sign an authorization permitting any present or former
                employee of the Farmor or its predecessor to disclose and discuss
                with the
                Farmor technical information known to them regarding the Sawn Lake
                Project.

            


    

     

    
      	
              6.

            	
              The
                Farmee expressly acknowledges that the Farmor has the right to perform
                such retesting with respect to the Option Wells as it may choose
                to
                perform at the Farmor's sole cost and expense. If, however, such
                retesting
                results in the production of at least 100 barrels of oil per day
                for 20
                consecutive days, the Farmee shall share in such costs to the extent
                of
                its Working Interest ownership.

            


    

     

    
      	
              7.

            	
              The
                Farmee, within 30 days, will reconvey registered title to all unearned
                sections of the Farmout Lands to the
                Farmor.

            


    

     

    
      	
              8.

            	
              The
                Farmee agrees and acknowledges that it has no ownership or interest
                in any
                other sections of the Farmout Lands other than what it has previously
                earned pursuant to clause 3 of the Farmout Agreement and in those
                sections
                indicated in paragraph 1 of this Settlement
                Agreement.

            


    

     

    
      	
              9.

            	
              The
                Farmor and Farmee agree to use their best efforts to negotiate and
                enter
                into a new Joint Operating Agreement with respect to the Farmout
                Lands
                using the UK Operating Agreement as a working document. Until such
                time as
                a new Joint Operating Agreement is executed, the Operating Procedure
                as
                defined in the Farmout Agreement shall continue to govern the relationship
                between the Farmor and the Farmee. With respect to the lands earned
                under
                clause 3 of the Farmout Agreement and the lands described in paragraph
                1
                of this Agreement, the Farmee shall be designated as the Operator.
                

            


    

     

    
      	
              10.

            	
              The
                parties shall execute such additional documents as may be necessary
                to
                give effect to the above terms.

            



      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    Agreed
      to
      this 26th
      day of
      November 2007.

     

    
      	
              Deep
                Well Oil & Gas, Inc.

            	 	
              1350826
                Alberta Ltd.

            
	
              Northern
                Alberta Oil Ltd.

            	
            	 
	
              Deep
                Well Oil & Gas (Alberta) Ltd.

            	 	 
	 	 	 
	
              /s/
                Curtis Sparrow

            	 	
              /s/
                Jeff Chisholm

            
	
              Per:

            	 	
              Per:

            
	 	 	 
	
              Andora
                Energy Corporation

            	 	 
	 	 	 
	
              /s/
                Jeff Chisholm

            	 	 
	
              Per: