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 11, 2008.

                               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. (Certificate)
--------------------------------------------------------------------------------
(Warrant)  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".
<PAGE>

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

DATED this 11th day of October, 2005.
                                          DEEP WELL OIL & GAS, INC.


                                          Per:
                                                --------------------------------


                   (See terms and conditions attached hereto)

<PAGE>

                                  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


                                       2
<PAGE>

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

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

(f)   "Expiry Date" means the 11th day of October, 2008;

(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.

                                       3
<PAGE>

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.

                                       4
<PAGE>

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.

                                    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 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.

                                       5
<PAGE>

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;

(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

                                       6
<PAGE>

(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.

                                    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:

                                       7
<PAGE>

      (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.

                                       8
<PAGE>

(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.


                                       9
<PAGE>

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.

                                       10
<PAGE>

(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.

                                       11
<PAGE>

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.

(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.

                                       12
<PAGE>

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.

                                       13
<PAGE>

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.


                                       14
<PAGE>

                                   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.



<PAGE>

                                   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]

|_|   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"; and (iii) did not execute or deliver this
      Warrant Exercise Form in the United States; or

|_|   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

|_|   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:

<TABLE>
<CAPTION>
<S>                                          <C>                                      <C>
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.)
</TABLE>

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


<PAGE>

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.