ex10_9.htm


    
      

    

    
      Exhibit
10.9
        - Convertible Secured Note and
        Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
        Corporation, effective July 3, 2007.

       

      CONVERTIBLE
        SECURED NOTE

      TERMS
        AND CONDITIONS

      JULY
        3, 2007



    
      
        

      

    

     

    
      
        	
                Note
                  Amount:

              	 	
                US$
                  500,000.00

              
	 	 	 
	
                Borrower:

              	 	
                Gulf
                  Western Petroleum Corporation (the “Company”)

              
	 	 	 
	
                Lender:

              	 	
                NCIM
                  Limited

              
	 	 	 
	
                Security
                  Description:

              	 	
                Secured
                  Convertible Note (“Note”).

              
	 	 	 
	
                Maturity
                  Date:

              	 	
                18
                  Months from the Closing.  At Maturity, the Company is obligated
                  to redeem any outstanding principal balance on the Note at 100%
                  plus
                  accrued Interest.

              
	 	 	 
	
                Security:

              	 	
                Security
                  interest on all assets now or hereinafter created or acquired by
                  the
                  Company and its subsidiaries

              
	 	 	 
	
                Interest
                  Rate:

              	 	
                Fixed
                  12.0% per annum, payable quarterly in arrears in cash.

              
	 	 	 
	
                Amortizations:

              	 	
                On
                  the first business day of each month beginning with the third (3rd)
                  month
                  following the Closing, the Company will be required to repay in
                  cash
                  1/15th
                  of
                  the Note Amount plus accrued Interest.

              
	 	 	 
	
                Company
                  Prepayment

              	 	 
	
                Right:

              	 	
                In
                  addition to the regular amortizations, the Company may prepay any
                  or all
                  outstanding principal balance on the Note at any time in cash at
                  a price
                  equal to 105% of the current outstanding Note balance, plus accrued
                  interest.

              
	 	 	 
	
                Lender
                  Conversion Right:

              	 	
                The
                  Lender may convert any or all of its Note into Company common stock
                  at any
                  time after the Closing at a price equal to 150% of the 5 day average
                  VWAP
                  prior to the Closing.

              
	 	 	 
	
                Warrant:

              	 	
                The
                  Lender shall receive a warrant giving it the right, at any time
                  within 3
                  years of the Closing, to acquire up to 125,000 shares of Company
                  common
                  stock at a price equal to the 5 day average VWAP of the Company’s common
                  stock prior to the Closing.  These Warrants are cash
                  pay.

              
	 	 	 
	
                Right
                  of Participation:

              	 	
                During
                  the period beginning at the Closing and ending on the earlier of
                  the
                  6th
                  month
                  anniversary of the Closing and sixty days after no Note remain
                  outstanding, the Lender will have the right to purchase up to 4.0%
                  of all
                  debt and/or equity/equity - linked financings offered by the Company.
                  This
                  Right is subject to customary standard
                  exceptions.

              


      

    

     

    
      

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

     
      
        

      

    

     

    
      
        	 	 	 
	
                Piggy
                  Back Restoration:

              	 	
                Upon
                  the preparation and filing of an SB-2 or other available U.S. registration
                  statement, the Company will use its best efforts to include the
                  shares
                  underlying the Note and Warrant in such registration statement
                  on a piggy
                  back basis.

              
	 	 	 
	
                Guaranties:

              	 	
                The
                  Note will be covered by the secured guaranties of all domestic
                  subsidiaries (existing and future).

              
	
                Representations
                  and

              	 	 
	
                Warranties:

              	 	
                Customary
                  for investments of this nature with respect to the Company and
                  all of its
                  subsidiaries existing and future, including but not limited
                  to:

              
	 	 	 
	 	 	
                2.    Corporate
                  existence and good standing.

              
	 	 	
                3.    Corporate
                  and
                  governmental authorization; no contravention.

              
	 	 	
                4.    Enforceability
                  and validity of all agreements. Validity, enforceability, perfection
                  and
                  priority of all security interests and liens granted to
                  Lenders.

              
	 	 	
                5.    Capital
                  structure and outstanding indebtedness.

              
	 	 	
                6.    Title
                  to property; no encumbrances except permitted leases.

              
	 	 	
                7.    Accuracy
                  of
                  information.

              
	 	 	
                8.    No
                  material adverse change.

              
	 	 	
                9.    Environmental
                  matters.

              
	 	 	
                10.         
                  Compliance with laws and regulations, including ERISA

              
	 	 	
                11.         
                  No material litigation.

              
	 	 	
                12.         
                  Existence, incorporation, etc. of subsidiaries.

              
	 	 	
                13.         
                  Payment of taxes.

              
	 	 	
                14.         
                  Adequacy of insurance.

              
	 	 	
                15.         
                  No affiliate transactions.

              
	 	 	
                16.         
                  Full disclosure.

              
	 	 	 
	 	 	 
	
                Covenants:

              	 	
                Customary
                  for investments of this nature with respect to the Company and
                  its
                  subsidiaries, including but not limited to:

              
	 	 	 
	
                 

              	 	
                Affirmative
                  Covenants:

              
	 	 	 
	 	 	
                1.    Maintain
                  existence; conduct of business; public company status.

              
	 	 	
                2.    Operation
                  and
                  maintenance of properties.

              
	 	 	
                3.    Insurance.

              
	 	 	
                4.    Compliance
                  with
                  laws, including public company filing
                  obligations.

              


      

    

     

    
      

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

    
       

      
        

      

    

     

    
      	 	 	
              5.    Listing
                of Common Stock.

            
	 	 	
              6.    Additional
                collateral; title information; additional guarantors.

            
	 	 	 
	
               

            	 	
              Negative
                Covenants:

            
	 	 	 
	 	 	
              1.    Indebtedness
                and liens, other than permitted debt and permitted
                liens.

            
	 	 	
              2.    Dividends,
                distributions and redemptions; repayment of subordinated
                debt.

            
	 	 	
              3.    Investments,
                loans and advances.

            
	 	 	
              4.    Sale
                of
                properties; sale or discount of receivables.

            
	 	 	
              5.    Transactions
                with affiliates.

            
	 	 	
              6.    Mergers
                or consolidations subject to standard exceptions.

            
	 	 	
              7.    Sale
                of
                assets.

            
	 	 	 
	
              Confidentiality:

            	 	
              The
                terms and conditions contained in the Note are confidential and shall
                not
                be disclosed by the Borrower or Lender to any 3rd
                parties,
                other than the Parties agents, attorneys or those representatives
                under an
                obligation to keep this Note and its terms and conditions strictly
                confidential.  Notwithstanding, Parties may make disclosures as
                required pursuant to laws and regulations.

            
	 	 	 
	
              Closing
                & Funding:

            	 	
              Closing
                and funding of the Note will occur simultaneously with the mutual
                execution of this Agreement.

            


    

    


    
      
        	
                BORROWER:

              	 	
                 LENDER:

              
	
                Gulf
                  Western Petroleum Corporation

              	 	
                 NCIM
                  Limited

              
	
                4801
                  Woodway Drive, Suite 306W

              	 	
                 Manfield
                  House

              
	
                Houston,
                  Texas 77056

              	 	
                1
                  Southampton Street

              
	
                (713)
                  355-7001

              	 	
                London  WC2R

              
	 	 	 	
                020
                  7557 4372 0LR

              
	 	 	 	 	 
	 	 	 	 	 
	
                Signature:

              	
                /
                  s
                  / Donald L. Sytsma

              	 	
                Signature:

              	
                /
                  s/ Adam Cooke

              
	 	 	 	 	 
	
                Name:

              	
                /
                  s
                  / Donald L. Sytsma

              	 	
                Name:

              	
                /
                  s/ Adam Cooke

              
	 	 	 	 	 
	
                Title:

              	
                Chief
                  Financial Officer

              	 	
                Title:

              	
                Director

              
	 	 	 	 	 
	
                Fax
                  No. for Notices:  (713) 979-3728

              	 	
                 Fax
                  No. for Notices:  020 7557
                  4379

              


      

    

     

    
      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

     

    
      

    

     

    THE
      SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON
      EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
      OF THE UNITED STATES.  THE HOLDER HEREOF AGREES FOR THE BENEFIT OF THE
      CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
      TRANSFERRED ONLY PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (A) OUTSIDE THE UNITED
      STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (B) IN
      COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT TO ANOTHER EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
      PROVIDED THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL
      OF
      RECOGNIZED STANDING TO SUCH EFFECT REASONABLY SATISFACTORY TO THE
      CORPORATION.  HEDGING TRANSACTIONS INVOLVING THESE SECURITIES OR THE
      SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE SECURITIES ACT.

    


    THE
      SECURITIES REPRESENTED HEREBY MAY NOT BE EXERCISED BY OR ON BEHALF OF A “U.S.
      PERSON,” AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (A
“U.S. PERSON”), OR A PERSON IN THE UNITED STATES UNLESS REGISTERED UNDER THE
      SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH
      REGISTRATION IS AVAILABLE.

    


    No.
      70307-1

    WARRANT
      CERTIFICATE

    


     Right
      to Purchase

     125,000
      Shares of Common Stock

     

    WARRANT
      TO PURCHASE SHARES OF COMMON STOCK OF

    GULF
      WESTERN PETROLEUM CORPORATION

    INCORPORATED
      UNDER THE LAWS OF NEVADA

     

    On
      the
      terms hereof, this is to certify that FOR VALUE RECEIVED, NCIM Limited, of
      Manfield House, 1 Southampton Street, London, WC2R 0LR, the registered holder
      (the “Holder”) of the Warrants (the “Warrants”) represented hereby, has the
      right to purchase at any time and from time to time, up to and including 4
      p.m.
      (Houston, Texas time) on July 3, 2010 (the “Expiry Time”), 125,000 fully paid
      and non-assessable shares of common stock (the “Shares”) par value of $0.001 in
      the capital of Gulf Western Petroleum Corporation (the
“Corporation”) as constituted on the date hereof at a purchase price of
      US$0.30
      per Share (the “Exercise Price”), subject to adjustment as hereinafter set
      forth.

     

    
      

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

     

    
      
        

      

       

    

    The
      Corporation agrees that the Shares so purchased shall be and be deemed to be
      issued to the Holder as of the close of business on the date on which this
      Warrant Certificate (“Warrant Certificate”) shall have been surrendered and
      payment made for such Shares as aforesaid.

     

    Nothing
      contained herein shall confer any right upon the Holder to subscribe for or
      purchase any shares of common stock of the Corporation at any time after the
      Expiry Time, and from and after the Expiry Time, this Warrant and all rights
      hereunder shall be void and of no value.

     

    The
      above
      provisions are, however, subject to the following:

     

    SECTION
      1. - In the event the Holder desires to exercise the right conferred hereby
      to purchase Shares, the Holder shall at or before the Expiry Time: (a) duly
      complete, execute and deliver to the Corporation a Subscription Form for such
      shares in the form annexed hereto, together with any additional documentation
      required thereby, (b) surrender this Warrant Certificate to the Corporation
      at
      the address of the Corporation indicated in Section 16 hereof, and (c) pay
      the
      aggregate Exercise Price in respect of the Shares subscribed for either in
      cash,
      by bank draft or by certified cheque payable to the Corporation.  Upon
      such delivery, surrender and payment as aforesaid and subject to the provisions
      hereof, the Holder shall be deemed for all purposes to be a stockholder of
      record of the number of shares of common stock in the capital of the Corporation
      to be so issued and the Holder shall be entitled to delivery of a certificate
      or
      certificates evidencing such shares (which certificates, as well as all
      certificates issued in exchange for or in substitution thereof, shall bear
      any
      applicable restrictive legends) and the Corporation shall cause such certificate
      or certificates to be delivered to the Holder at the address specified in said
      Subscription Form within ten days of said surrender and payment as
      aforesaid.

     

    For
      purposes of complying with applicable securities laws, the Holder understands
      and acknowledges that upon the issuance of the Shares, all the certificates
      representing such securities, as well as all certificates issued in exchange
      for
      or in substitution of the foregoing securities, shall bear the following
      legends:

     

    “THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES.  THE HOLDER HEREOF AGREES FOR
      THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD,
      PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO REGISTRATION UNDER THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR
      (A) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE
      SECURITIES ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES
      ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT
      TO
      ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE
      STATE SECURITIES LAWS, PROVIDED THE HOLDER HAS FURNISHED TO THE CORPORATION
      AN
      OPINION OF COUNSEL OF RECOGNIZED STANDING TO SUCH EFFECT REASONABLY SATISFACTORY
      TO THE

     

    
      

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

     

    
      

    


    CORPORATION.  HEDGING
      TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE SECURITIES ACT.”

     

    In
      the
      event the Holder is resident in Canada, the Corporation may also place the
      following Canadian legend on the certificate representing the
      Shares:

     

    UNLESS
      PERMITTED UNDER CANADIAN SECURITIES LEGISLATIONS, THE HOLDER OF THIS SECURITY
      MUST NOT TRADE THIS SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER
      THE LATER OF (I) THE DATE THIS SECURITY IS DISTRIBUTED, AND (II) THE DATE THE
      ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF
      CANADA.

     

    This
      Warrant may not be exercised in the United States or by or on behalf of a U.S.
      Person, unless an exemption from registration is available under the Securities
      Act and any applicable state securities laws and the Corporation has received
      an
      opinion of counsel of recognized standing in form and substance reasonably
      satisfactory to the Corporation to such effect.

     

    SECTION
      2. - The right to purchase the Shares conferred hereby may be exercised in
      whole or in part.  In the event that prior to the Expiry Time the
      Holder subscribes for and purchases any number of Shares which is less than
      the
      total number of Shares referred to in this Warrant Certificate, the Holder
      shall
      present the original of this Warrant Certificate to the Corporation and the
      Holder will be entitled to receive a further Warrant Certificate in respect
      of
      the Shares referred to in this Warrant Certificate but not subscribed
      for.

     

    SECTION
      3.– This Warrant is non-transferable.

     

    SECTION
      4. - This Warrant Certificate may be exchanged for Warrant Certificates in
      any other denomination representing in the aggregate the same number of
      Shares.  The Holder may exercise this right by surrendering this
      Warrant Certificate, together with a written direction, to the Corporation
      at
      the address of the Corporation indicated in Section 16 below and the Corporation
      shall cause the new Warrant Certificates to be delivered to the Holder at the
      address specified in such direction within ten days of said surrender as
      aforesaid.

     

    SECTION
      5. - In case this Warrant Certificate shall become mutilated or be lost,
      destroyed or stolen, the Corporation shall, upon the Holder complying with
      this
      Section 5, issue and deliver a new Warrant Certificate of like date and tenor
      in
      exchange for and in place of the one mutilated, lost, destroyed or stolen and
      upon surrender and cancellation of such mutilated Warrant Certificate or in
      substitution for such lost, destroyed or stolen Warrant
      Certificate.  The applicant for the issue of a new Warrant Certificate
      pursuant to this Section 5 shall bear the cost of the issue thereof and in
      case
      of loss, destruction or theft shall, as a condition precedent to the issue
      thereof, furnish to the Corporation such evidence of ownership and of the loss,
      destruction or theft of the Warrant Certificate so lost, destroyed or stolen
      as
      shall be reasonably satisfactory to the Corporation and such applicant may
      be
      required to furnish an indemnity in amount and form satisfactory to the
      Corporation.

     
      
        

      

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

     

    
      

    


    SECTION
      6. - The holding of this Warrant shall not constitute the Holder a
      stockholder of the Corporation nor entitle the Holder to any right or interest
      in respect thereof except as herein expressly provided.

     

    SECTION
      7. - The Corporation represents and warrants that:

     

    
      	
               

            	
              a)

            	
              it
                is duly authorized to create and issue this
                Warrant;

            


    

     

    
      	
               

            	
              b)

            	
              this
                Warrant is a valid and enforceable obligation of the Corporation
                in
                accordance with the terms hereof;

            


    

     

    
      	
            	
              c)

            	
              it
                will take all such action as may be necessary to ensure that all
                Shares
                issuable hereunder, may be so issued without violation of any applicable
                requirements of any exchange or over-the-counter market upon which
                the
                Shares may be listed or in respect of which the Shares are qualified
                for
                unlisted trading privileges;

            


    

     

    
      	
               

            	
              d)

            	
              the
                issuance of certificates of Shares upon the exercise of the Warrants
                shall
                be made without charge to the Holder for any issuance tax in respect
                thereto, provided that the Corporation shall not be required to pay
                any
                tax which may be payable in respect of any transfer involved in the
                issuance and delivery of any certificate in a name other than that
                of the
                Holder; and

            


    

     

    
      	
               

            	
              e)

            	
              the
                Corporation will attend to all filings required to be made by the
                Corporation under applicable securities legislation in respect of
                the
                exercise of the Warrant in accordance with the terms
                hereof.  For greater certainty, such requirement will not impose
                any obligation on the Corporation to file a prospectus or registration
                statement or similar document, or to become a reporting issuer or
                a
                registrant in any province, state or
                territory.

            


    

     

    The
      Corporation covenants and agrees that it will cause the Shares subscribed for
      and purchased in the manner herein provided and the certificate or certificates
      evidencing such Shares to be duly issued and that, at all times prior to the
      Expiry Time, it shall reserve and there shall remain unissued out of its
      authorized capital a sufficient number of shares of common stock to satisfy
      the
      right of purchase herein provided for. All Shares which shall be issued upon
      the
      exercise of the right of purchase herein provided for, upon payment therefore
      of
      the aggregate Exercise Price for such Shares, shall be and be deemed to be
      fully
      paid and non-assessable and the Holder shall not be liable to the Corporation
      or
      its creditors in respect thereof.

     

    SECTION
      8. - In Section 8 and Section 9:

     

    “Equity
      Shares” means the Shares and any shares of any class or series of the
      Corporation which may from time to time be authorized for issue if by their
      terms such shares confer on the holders thereof the right to participate in
      the
      distribution of assets upon the voluntary or involuntary liquidation,
      dissolution, or winding-up of the Corporation beyond a fixed sum or a fixed
      sum
      plus accrued dividends; and

     
      
        

      

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

     

    
      

    


    If
      at any
      time prior to the Expiry Time and while this Warrant is outstanding there shall
      be a reclassification of the shares of common stock outstanding at any time
      or a
      change of the shares of common stock into other shares or securities, or any
      other capital reorganization except as described in Section 9, or a
      consolidation, amalgamation or merger of the Corporation with or into any other
      corporation (other than a consolidation, amalgamation or merger which does
      not
      result in any reclassification of the outstanding shares of common stock or
      a
      change of the shares of common stock into other shares or securities), or a
      transfer of the undertaking or assets of the Corporation as an entirety or
      substantially as an entirety to another corporation or other entity (any of
      such
      events being called a “Capital Reorganization”), should the Holder exercise
      thereafter its right to purchase Shares hereunder, the Holder shall be entitled
      to receive, and shall accept for the same aggregate consideration, in lieu
      of
      the number of Shares to which it was theretofore entitled upon the exercise
      of
      the right to purchase Shares hereunder, the kind and amount of shares or other
      securities or property which the Holder would have been entitled to receive
      as a
      result of such Capital Reorganization if, on the effective date thereof, it
      had
      been the registered holder of the number of shares of common stock to which
      it
      was theretofore entitled upon such exercise.

    If
      at any
      time prior to the Expiry Time and while this Warrant is outstanding any
      adjustment in the Exercise Price shall occur as a result of:

     

    
      	
               

            	
              (i)

            	
              an
                event referred to in Subsection 9(a);
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                fixing by the Corporation of a record date for an event referred
                to in
                Subsection 9(b),

            


    

     

    then
      the
      number of Shares purchasable upon any subsequent exercise of this Warrant shall
      be simultaneously adjusted by multiplying the number of Shares purchasable
      upon
      the exercise of this Warrant immediately prior to such adjustment by a fraction
      which shall be the reciprocal of the fraction employed in the adjustment of
      the
      Exercise Price.  To the extent that any adjustment in subscription
      rights occurs pursuant to this Section 8 as a result of a distribution of
      exchangeable or convertible securities referred to in Subsection 9(a)(iii)
      other
      than Equity Shares 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 9(b), the number of Shares purchasable upon the exercise of the
      Warrant shall be readjusted immediately after the expiration of any relevant
      exchange, conversion or exercise right to the number of shares of common stock
      which would be purchasable based upon the number of shares of common stock
      actually issued and remaining issuable immediately after such expiration, and
      shall be further readjusted in such manner upon expiration of any further such
      right.

     

    SECTION
      9. - The Exercise Price in effect at any date shall be subject to adjustment
      from time to time as follows:

     
      
      
        	
                (a)

              	
                If
                  and whenever at any time prior to the Expiry Time and while this
                  Warrant
                  is outstanding, the Corporation
                  shall:

              


      

       

      
        	
              	
                (i)

              	
                subdivide
                  the outstanding shares of common stock into a greater number of
                  shares of
                  common stock,

              


      

       

      
        	
                 

              	
                (ii)

              	
                consolidate
                  the outstanding shares of common stock into a lesser number of
                  shares of
                  common stock, or

              


      

       

      
        	
              	
                (iii)

              	
                make
                  any distribution, other than by way of a dividend in the ordinary
                  course,
                  to the holders of all or substantially all of the outstanding shares
                  of
                  common stock payable in shares of common stock or securities exchangeable
                  for or convertible into shares of common
                  stock,

              


      

       

      
        

      

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

     

    
      

    


    (any
      of
      such events being called a “Common Stock Reorganization”), the Exercise Price
      shall be adjusted effective after the effective date or record date, as the
      case
      may be, on which the holders of shares of common stock are determined for the
      purpose of the Common Stock Reorganization by multiplying the Exercise Price
      in
      effect immediately prior to such effective date or record date by a fraction,
      the numerator of which shall be the number of shares of common stock of the
      Corporation outstanding on such effective date or record date before giving
      effect to such Common Stock Reorganization and the denominator of which shall
      be
      the number of shares of common stock outstanding immediately after giving effect
      to such Common Stock Reorganization including, in the case where securities
      exchangeable for or convertible into shares of common stock are distributed,
      the
      number of shares of common stock that would have been outstanding had all such
      securities been exchanged for or converted into shares of common stock on such
      record date.  For purposes of this Subsection 9(a), “dividend in the
      ordinary course” means dividends having a value which does not exceed, in the
      aggregate, the greater of (i) 50% of the retained earnings of the Corporation
      as
      at the end of its immediately preceding fiscal year; and (ii) 100% of the
      aggregate consolidated net income of the Corporation determined before
      computation of extraordinary or unusual items, for its immediately preceding
      fiscal year.

    


    (b)                      If
      and whenever at any time prior to the Expiry Time and while this Warrant is
      outstanding, the Corporation shall fix a record date for the issue of rights,
      options or warrants to all or substantially all of the holders of its
      outstanding shares of common stock under which such holders are entitled, during
      a period expiring not more than ninety days after the record date for such
      issue, to subscribe for or purchase shares of common stock at a price per share
      or having a conversion or exchange price per share less than 95% of the Current
      Market Price per share of common stock 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, the numerator of which shall be the total number of shares of
      common stock outstanding on such record date plus a number equal to the number
      arrived at by dividing the aggregate price of the total number of additional
      shares of common stock offered for subscription or purchase, or the aggregate
      conversion or exchange price of the convertible securities so offered, by such
      Current Market Price per share of common stock, and of which the denominator
      shall be the total number of shares of common stock outstanding on such record
      date plus
      the
      total number of additional shares of common stock offered for subscription
      or
      purchase (or into which the convertible securities so offered are convertible
      or
      exchangeable).  Any shares of common stock 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 the Exercise Price occurs pursuant to this
      Subsection 9(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 9(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 shares
      of
      common stock actually issued and remaining issuable after such expiration,
      and
      shall be further readjusted in such manner upon expiration of any further such
      right.

    
       

      SECTION
        10. - In any case in which it shall be required 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,

       

    

    
      

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

     
      
        

      

    

     

    
      	
               

            	
              (a)

            	
              issuing
                to the Holder, if the Warrant is exercised after such record date
                and
                before the occurrence of such event (the date of such exercise being
                herein referred to as the “Exercise Date”), the additional Shares issuable
                upon such exercise by reason of the adjustment required by such event,
                and

            


    

     

    
      	
               

            	
              (b)

            	
              delivering
                to the Holder any distributions declared with respect to such additional
                Shares after such Exercise Date and before such
                event,

            


    

     

    provided,
      however, that the Corporation shall deliver to the Holder an appropriate
      instrument evidencing its right, upon the occurrence of the event requiring
      the
      adjustment, to an adjustment in the Exercise Price or the number of Shares
      purchasable upon exercise of this Warrant and to such distributions declared
      with respect to any such additional Shares issuable on the exercise of this
      Warrant.

     

    The
      adjustments provided for herein are cumulative; shall, in the case of
      adjustments to the Exercise Price, be computed to the nearest one-tenth of
      one
      cent; and shall apply (without duplication) to successive subdivisions,
      consolidations, distributions, issuances or other events resulting in any
      adjustment under the provisions hereof provided that, notwithstanding any other
      provision hereof, no adjustment of the Exercise Price shall be required unless
      such adjustment would require an increase or decrease of at least 1% in the
      Exercise Price then in effect and no adjustment shall be made in the number
      of
      Shares purchasable on the exercise of the Warrant unless it would result in
      a
      change of at least one-hundredth of a Share (provided, however, that any
      adjustments which by reason of this Section 10 are not required to be made
      shall
      be carried forward and taken into account in any subsequent
      adjustment).

     

    In
      the
      event of any question arising with respect to the adjustments provided for
      herein such question shall be conclusively determined by a firm of chartered
      accountants (who may be the Corporation’s auditors) appointed by the
      Corporation; such accountants shall have access to all necessary records of
      the
      Corporation and such determination shall, in the absence of manifest error,
      be
      binding upon the Corporation and the Holder.

     

    In
      case
      the Corporation after the date of this Warrant shall take any action affecting
      the shares of common stock, other than an action described herein, which in
      the
      opinion of the directors of the Corporation would materially affect the rights
      of the Holder, the Exercise Price and/or the number of Shares purchasable upon
      exercise of this Warrant shall be adjusted at such time, by action by the
      directors, in their discretion as they may determine to be equitable in the
      circumstances.  Failure of the directors to make an adjustment in
      accordance with this Section 10 shall be conclusive evidence that the directors
      have determined that it is equitable to make no adjustment in the
      circumstances.

    
      If
        the
        Corporation shall set a record date to determine the holders of the shares
        of
        common stock for the purpose of entitling them to receive any issue or
        distribution or for the issue of any rights, options or warrants and shall
        thereafter and before such distribution or issue to such stockholders legally
        abandon its plan to make such distribution or issue, then no adjustment in
        the
        Exercise Price or the number of Shares purchasable upon exercise of this
        Warrant
        shall be required by reason of the setting of such record date.

       

    

    
      

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

    
       

      
        

      

    

     

    In
      the
      absence of a resolution of the directors fixing a record date for any of the
      events referred to in Subsection 9(b), the Corporation shall be deemed to have
      fixed as the record date therefor the date on which any of such events is
      effected.

     

    SECTION
      11. - As a condition precedent to the taking of any action which would
      require an adjustment pursuant to Sections 8 or 9, the Corporation shall take
      any action which may, in the opinion of counsel, be necessary in order that
      the
      Corporation may validly and legally issue as fully paid and non-assessable
      all
      the Shares to which Holder is entitled to receive on the full exercise hereof
      in
      accordance with the provisions hereof.

     

    SECTION
      12. - At least ten days prior to the effective date or record date, as the
      case may be, of  any event which, if implemented, will require an
      adjustment in any of the subscription rights pursuant to this Warrant, including
      the Exercise Price and the number of Shares which are purchasable upon the
      exercise hereof, the Corporation shall give notice to the Holder of the
      particulars of such event and, if determinable and applicable, the required
      or
      anticipated adjustment and the computation of such adjustment.

     

    In
      case
      any adjustment for which a notice in this Section 12 has been given is not
      then
      determinable, the Corporation shall promptly after such adjustment is
      determinable give notice to the Holder of the adjustment and the computation
      of
      such adjustment.

     

    SECTION
      13. - The Corporation covenants and agrees that at the expense of the
      Holder, it will do, acknowledge and deliver, or cause to be done, executed,
      acknowledged and delivered, all such other acts, deeds and assurances as the
      Holder shall reasonably require for the better accomplishing and completion
      of
      the intentions and provisions of this Warrant.

     

    SECTION
      14. - Time shall be of the essence hereof.

    

      SECTION
        15. - This Warrant, any amendment, addendum, exhibit, supplement or other
        document relating hereto, and any and all disputes arising herefrom or related
        hereto, shall be governed by and construed in accordance with the internal
        laws
        of the State of Nevada without reference to its principles governing the
        choice
        or conflict of laws.

       

      SECTION
        16. - Any notice required or permitted to be given hereunder shall be in
        writing and may be given by delivery or by facsimile transmission of same
        addressed as follow:

       

      
        	
              	
                (i)

              	
                if
                  to the Corporation:

              


      

       

      4801
        Woodway Drive, Suite 306W, Houston, TX 77056

       

      
        	
              	
                (ii)

              	
                if
                  to the Holder, at the address shown on the first page of this Warrant
                  Certificate.

              


      

       

      Any
        notice aforesaid shall, if delivered, be deemed to have been given and received
        on the date on which it was delivered to the address provided herein (if
        a
        business day, and if not, on the next succeeding business day) and if sent
        by
        facsimile transmission be deemed to have been given and received at the time
        of
        receipt unless actually received after 5:00 p.m. at the point of delivery
        in
        which case it shall be deemed to have been given and received on the next
        business day.  Any of such parties may change its address for service
        from time to time by notice given in accordance with the
        foregoing.

    

     

    
      

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

     

    
      

    

     

    SECTION
      17. - This Warrant shall enure to the benefit of the Holder and its
      successors and assigns and be binding upon the Corporation and its
      successors.

     

    IN
      WITNESS WHEREOF Gulf Western Petroleum Corporation has caused this Warrant
      Certificate to be signed by a duly authorized signatory as of the 3rd day of
      July, 2007.

     

    
      
        	 	 	GULF
                WESTERN PETROLEUM CORPORATION	 
	 	 	 	 
	 	 	 	 
	 	By:	/
                s
                / Donald L. Sytsma	 
	 	 	Corporate
                Secretary	 


      

    

     

    
      

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

     

    
      

    


    SUBSCRIPTION
      FORM

     

    TO:           GULF
      WESTERN PETROLEUM CORPORATION

     

    The
      undersigned holder of the within warrant (the “Warrant”) hereby subscribes for
      _____________ shares of common stock (the “Shares”) of Gulf Western Petroleum
      Corporation (the “Corporation”) referred to in the Warrant
      according to the conditions thereof and herewith makes payment of the purchase
      price for the said number of Shares, in the aggregate amount of
      $________________.

     

    The
      undersigned represents, warrants and certifies that the representations and
      warranties contained in the Subscription Agreement in respect of which the
      Warrants were issued to the undersigned are true and correct on the date hereof
      and continue to apply to the undersigned, and as follows (only one of the
      following must be checked):

     

    
      	
              A. ̈

            	
              The
                undersigned holder (a) at the time of exercise of the Warrant is
                not in
                the United States, (b) is not a “U.S. person” (a “U.S. Person”), as such
                term is defined in Regulation S under the U.S. Securities Act of
                1933, as amended (the “Securities Act”), and is not exercising such
                securities on behalf of a U.S. Person or a person in the United States,
                and (c) did not execute or deliver the exercise form for such securities
                while in the United States; or

            


    

    


    
      	
              B. ̈

            	
              The
                undersigned holder has furnished a written opinion of counsel of
                recognized standing in form and substance satisfactory to the Corporation
                to the effect that an exemption from the registration requirements
                of the
                Securities Act and applicable state securities laws is available
                for the
                issuance of the Shares. (Please contact the Corporation for additional
                information on this option).

            


    

    


    The
      undersigned holder further understands and agrees that if Box A above is
      checked, it will not engage in hedging transactions involving the Shares unless
      in compliance with the Securities Act.

    The
      undersigned hereby directs that the Shares hereby subscribed for be issued
      and
      delivered as follows:

     

    
      	
              Name
                in Full

            	
              Address
                in Full

            	
              Number
                of Shares

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    
      

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

     

    
      

    


     (Please
      state full names in which stock certificates are to be issued, stating whether
      Mr., Mrs., Ms. or Miss is applicable.  If any of the Shares are to be
      issued to a person other than the Holder, the Holder must pay to the Corporation
      all eligible transfer taxes and/or fees)

    


    Dated
      this ________ day of __________________, 20___.

    
 

    
      	 	 	 	 
	Witness  	 	Signature
              of Holder or Assignee	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Address
              of Holder or Assignee	 


    

     

    


     
      
        

      

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

        
          Exhibit
10.9
            - Convertible Secured Note and
            Associated Warrant by and between NCIM Limited and Gulf Western Petroleum
            Corporation, effective July 3, 2007.

           

          CONVERTIBLE
            SECURED NOTE

          TERMS
            AND CONDITIONS

          JULY
            3, 2007

        

      

    

     

    
      

    


    Instructions
      For Subscription

     

    The
      above
      subscription form is to be signed by the Holder.  The signature to the
      subscription as signed by the Holder must correspond in every particular with
      the name written upon the face of this Warrant Certificate.

     

    The
      above
      subscription form must be signed and accompanied by payment of the subscription
      price specified in the Warrant by cash, certified cheque or bank draft payable
      to the Corporation at par and must be surrendered at the following office of
      the
      Corporation, 4801 Woodway Drive, Suite 306W, Houston, TX 77056, at which time
      the right to subscribe will expire.

     

    No
      fractional Shares will be issued.

     

    Upon
      surrender and payment and otherwise subject to the terms of the Warrant, the
      Corporation will issue to the person named in the subscription form the number
      of Shares subscribed for and within ten days, deliver to such person at the
      address specified in the subscription form a certificate evidencing the Shares
      subscribed for.  If the Holder subscribes for a lesser number of
      Shares than the number of Shares referred to in this Warrant, the Holder will
      be
      entitled to receive a further Warrant Certificate in respect of the Shares
      referred to in this Warrant Certificate but not subscribed for.  All
      certificates representing the foregoing securities shall bear any applicable
      restrictive legends.

     

    If
      Box B
      is checked, any opinion tendered to the Corporation must be in form and
      substance reasonably satisfactory to the Corporation.  Holders
      planning to deliver an opinion of counsel in connection with the exercise of
      Warrants should contact the Corporation in advance to determine whether any
      opinions to be tendered \will be acceptable to the Corporation.

     

     

    15