EXHIBIT
4.1

    


    SUBSCRIPTION
FOR UNITS

    


    
      (Section
2.3 Accredited Investor Exemption Pursuant to “National Instrument 45-106 –
Prospectus and Registration Exemptions” – Alberta
and British Columbia Residents Only)

    

    


    
      	
              TO:

            	
              Deep
      Well Oil & Gas, Inc. (the
"Corporation")

            


    

    Suite
700, 10150 – 100 Street

    Edmonton,
Alberta  T5J 0P6

    


    The
undersigned subscriber (the “Subscriber”) acknowledges that the Corporation is
proceeding with an offering (“Offering”) of l units (“Units”) at a
price of US$0.07 per Unit for gross proceeds of US$ l.
Each Unit is comprised of one (1) common share (“Common Share”) and one (1)
Common Share purchase warrant (“Whole Warrant”).  Each Whole Warrant
entitles the holder to purchase one (1) Common Share at a price of US$0.105 for
a period of three (3) years from the Closing Date, provided that if the closing
price of the Common Shares of the Corporation on the principal market on which
such shares trade is equal to or exceeds US$1.00 for thirty (30) consecutive
trading days, the Warrant Term shall automatically accelerate to the date which
is thirty (30) calendar days following the date that written notice has been
given to the warrantholder.  The undersigned Subscriber hereby tenders
to the Corporation this subscription offer which, upon acceptance by the
Corporation, will constitute an agreement of the Subscriber to subscribe for,
take up, purchase and pay for and, on the part of the Corporation, to issue and
sell to the Subscriber, the number of Units set out below on the terms and
subject to the conditions set out in this Subscription
Agreement.  Until the Closing of the Offering, all subscription funds
shall be held in a non-interest bearing account of the
Corporation.  Upon Closing of the Offering, all of the subscription
proceeds (net of expenses thereon) will be released to the
Corporation.  In the event the Offering does not close, any and all
subscription proceeds will be returned to subscribers without interest,
deduction or penalty. The Subscriber hereby acknowledges and agrees that the
terms and conditions contained in the attached Schedule “A” form part of this
Subscription Agreement and are incorporated herein by reference.

     

    
      	
                
_____________________________________

              Name
      of Subscriber – please print
  

              By:
               _____________________________

              Authorized
      Signature
  

              _____________________________________

              Official
      Capacity or Title – please print
  

              Date:
      ________________________________

                

              _____________________________________

              (Please
      print name of individual whose signature appears above if different than
      the name of the Subscriber printed above.)
  

              Subscriber's
      Address
  

              ____________________________________
  

              ____________________________________
Facsimile
      Number
  
____________________________________

              Telephone
      Number
                   E-Mail
      Address

            	 
      	
                
Number
      of Units:
  

            
	  
	  
	
                
Aggregate
      Subscription Price (No. of Units X US$0.07 per
      Unit):
  

            
	  
	
                
No.
      of Common Shares Currently Held (excluding Common Shares comprising the
      Units subscribed for herein):

              None.
  

            
	 
      
	 
      	
              Register
      the Units as set forth below:
  

              ________________________________________

              Name
  

              ________________________________________

              Address
  

              ________________________________________

                
Address
  
_______________________________________

               

            


    

    


    ACCEPTANCE: The Corporation
hereby accepts the above subscription as of this _____ day of ____________, 2010
and the Corporation represents and warrants to the Subscriber that the
representations and warranties made by the Corporation are true and correct in
all material respects as in all material respects as of this date and that the
Subscriber is entitled to rely thereon.

    


    
      	 
      	
              DEEP
      WELL OIL & GAS, INC.

            
	 
      	 
      
	 
      	
              By:

            	
               


            


    

     

    This
is the first page of an agreement comprised of 9 pages (not including
Exhibits).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
“A”  -TERMS AND CONDITIONS OF SUBSCRIPTION FOR

    UNITS
OF DEEP WELL OIL & GAS, INC.

     

    Definitions

     

    In this
Subscription Agreement:

     

    
      	
               
      

            	
              (a)

            	
              “Closing” or “Closing Date” means the
      closing of the Offering initially expected to occur on or about l , 2010 or such
      other date or dates as may be determined by the Corporation in its sole
      discretion and such other subsequent closings as may be required to
      complete the Offering;

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Common Share” means a common
      share in the capital stock of the
Corporation;

            


    

     

    
      	
               
      

            	
              (c)

            	
              “Corporation” means Deep
      Well Oil & Gas, Inc.;

            


    

     

    
      	
               
      

            	
              (d)

            	
              “NI 45-102” means
      National Instrument 45-102 - Resale of
      Securities;

            


    

     

    
      	
               
      

            	
              (e)

            	
              “NI 45-106” means
      National Instrument 45-106 - Prospectus and Registration
      Exemptions;

            


    

     

    
      	
               
      

            	
              (f)

            	
              “Offering” means the
      offering of Units by the Corporation at US$0.07 per
  Unit;

            


    

     

    
      	
               
      

            	
              (g)

            	
              “Prior Share Issuance
      Reservations” means all previously reserved share issuances
      including the ten percent (10%) of the issued and outstanding share
      capital which may be granted as options pursuant to the Corporation’s
      stock option plan.

            


    

     

    
      	
               
      

            	
              (h)

            	
              “Securities” means the
      Units, the Common Shares and the Whole Warrants comprising the Units, and
      the Warrant Shares;

            


    

     

    
      	
               
      

            	
              (i)

            	
              “Subscriber” means the
      person or company identified as the Subscriber on the face page of this
      Subscription Agreement;

            


    

     

    
      	
               
      

            	
              (j)

            	
              “Subscription Agreement”
      means this agreement, together with the exhibits attached hereto, as
      amended or supplemented from time to
time;

            


    

     

    
      	
               
      

            	
              (k)

            	
              “Subscription Price”
      means the aggregate subscription price paid by the Subscriber, being the
      number of Units subscribed for multiplied by US$0.07 per
    Unit;

            


    

     

    
      	
               
      

            	
              (l)

            	
              “Unit” means a unit
      consisting of one (1) Common Share and one (1) Whole
    Warrant;

            


    

     

    
      	
               
      

            	
              (m)

            	
              ;“United States” means the
      United States of America, its territories and possessions, any state of
      the United States, and the District of
Columbia;

            


    

     

    
      	
               
      

            	
              (n)

            	
              ;“U.S. Person” means “U.S.
      person” as that term is defined in Regulation S under the U.S. Securities
      Act

            


    

     

    
      	
               
      

            	
              (o)

            	
              ;“U.S. Securities Act”
      means the United States Securities Act of 1933, as
  amended;

            


    

     

    
      	
               
      

            	
              (p)

            	
              “Warrant Share” means a
      Common Share issuable upon exercise of a Whole
  Warrant;

            


    

     

    
      	
               
      

            	
              (q)

            	
              “Warrant Term” means the
      period commencing at Closing and continuing until 4:30 p.m. (Edmonton
      time) on the date which is three (3) years following the Closing Date (or,
      if such date is not a business day, on the first business day which is at
      least three (3) years following the Closing Date), subject to amendments
      to the expiry provisions in accordance with paragraphs 5 and 13;
      and

            


    

     

    
      	
               
      

            	
              (r)

            	
              “Whole Warrant” means one (1)
      Common Share purchase warrant of the Corporation entitling the holder to
      purchase one (1) Common Share of the Corporation at a price of
      US$0.105 for
      a period of three (3) years from the Closing
  Date.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        2

      

    


    Terms
of the Offering

     

    1.           The
Subscriber hereby confirms its subscription for and agrees to take up the Units
as provided for on the initial page of this Subscription Agreement and delivers
herewith a certified cheque, wire transfer or bank draft payable to the
Corporation in the amount of the Subscription Price and authorizes the
Corporation to release the said funds for use by the Corporation on Closing
against delivery to the Subscriber of duly issued certificates representing the
Common Shares and Whole Warrants comprising the Units subscribed for
herein.

     

    2.           The
Subscriber acknowledges that the Units subscribed for hereunder consist of a
sale by the Corporation of l Units of the
Corporation at a subscription price of US$0.07 per Unit.

     

    3.           The
Subscriber acknowledges that if the Offering does not close on any subscriptions
received, the amounts received for subscriptions will be promptly returned by
the Corporation to subscribers without interest, deduction or
penalty.  The Units offered are subject to acceptance by the
Corporation and to rejection or allotment by the Corporation in whole or in part
and the Corporation reserves the right to discontinue the Offering at any time
without notice.

     

    4.           The
Subscriber acknowledges that this Subscription Agreement and the Exhibits hereto
require the Subscriber to provide certain personal information to the
Corporation.  Such information is being collected by the Corporation
for the purposes of completing the Offering, which includes, without limitation,
determining the Subscriber's eligibility to purchase the Units under applicable
securities legislation, preparing and registering certificates representing
Units to be issued to the Subscriber and completing filings required by any
stock exchange or securities regulatory authority.  The Subscriber's
personal information may be disclosed by the Corporation to: (a) stock
exchanges or securities regulatory authorities, (b) the Corporation's
registrar and transfer agent, and (c) any of the other parties involved in
the Offering, including legal counsel and may be included in record books in
connection with the Offering.  By executing this Subscription
Agreement, the Subscriber is deemed to be consenting to the foregoing
collection, use and disclosure of the Subscriber's personal
information.  The Subscriber also consents to the filing of copies or
originals of any of the Subscriber's documents described in
Section 15 hereof as may be
required to be filed with any stock exchange or securities regulatory authority
in connection with the transactions contemplated hereby.

     

    5.           The
Subscriber acknowledges that the issuance of the Warrant Shares are subject to
Prior Share Issuance Reservations, including the number of Common Shares
available to be granted pursuant to the Corporation’s stock option plan equal to
ten percent (10%) of the Corporation’s issued and outstanding Common Shares,
such that in the event the issuance of the Warrant Shares exceeds the
Corporation’s then authorized share capital, taking into consideration all of
the Prior Share Issuance Reservations, the Whole Warrant shall not be
exercisable until such time as the authorized share capital of the Corporation
has been sufficiently increased to accommodate for the exercise of the Whole
Warrant.  The period of time during which the Whole Warrant cannot be
exercised by the warrantholder shall automatically be extended to the Warrant
Term.

     

    6.           THE SUBSCRIBER FURTHER ACKNOWLEDGES
THAT AN INVESTMENT IN THE UNITS MUST BE CONSIDERED SPECULATIVE AND IS SUBJECT TO
A NUMBER OF RISK FACTORS.  THE SUBSCRIBER COVENANTS AND AGREES TO
COMPLY WITH NI 45-106, NI 45-102 AND ANY OTHER APPLICABLE SECURITIES
LEGISLATION, RULES, REGULATIONS, ORDERS OR POLICIES CONCERNING THE PURCHASE,
HOLDING OF, AND RESALE OF THE SECURITIES.  THE SECURITIES ARE SUBJECT
TO RESALE RESTRICTIONS AND WILL BEAR A LEGEND TO THAT
EFFECT.

     

    7.           In
addition to one manually signed, completed copy of this Subscription Agreement,
the Subscriber will execute and deliver to the Corporation all other
documentation as may be required by applicable securities legislation, rules,
policy statements, and orders, including NI 45-106, to permit the issue and
sale of the Units.  The Subscriber acknowledges and agrees that any
such documentation, when executed and delivered by the Subscriber, will form
part of and will be incorporated into this Subscription Agreement with the same
effect as if each constituted a representation and warranty or covenant of the
Subscriber hereunder in favour of the Corporation, and the Subscriber consents
to the filing of such documents and/or information contained in such documents
as may be required to be filed with any securities or the regulatory authority
in connection with the transactions contemplated hereby.


    
      
         


      

      
         


        
          

        

      

      
         


        3

      

    


    Representations,
Warranties and Covenants by Subscriber

     

    8.           The
Subscriber represents, warrants and covenants to the Corporation (and
acknowledges that the Corporation and its counsel are relying thereon) both at
the date hereof and at the Closing Date that:

     

    
      	
              (a)

            	
              the
      Subscriber has been independently advised as to restrictions with respect
      to trading in the Units imposed by applicable securities legislation,
      confirms that no representation has been made to it by or on behalf of the
      Corporation with respect thereto, acknowledges that it is aware of the
      characteristics of the Units, the risks relating to an investment therein
      and of the fact that it may not be able to resell the Securities except in
      accordance with limited exemptions under applicable securities legislation
      and regulatory policy, including NI 45-102 and the U.S. Securities Act
      until expiry of the applicable restricted period and compliance with the
      other requirements of applicable law; and the Subscriber agrees that any
      certificates representing the Securities, and all certificates issued in
      exchange therefor or in substitution thereof, will bear a legend
      indicating that the resale of such Securities is restricted;
      and

            


    

     

    
      	
              (b)

            	
              the
      Subscriber has not received or been provided with, nor has it requested,
      nor does it have any need to receive, any offering memorandum, or any
      other document (other than an annual report, annual information form,
      interim report, information circular or any other continuous disclosure
      document, the content of which is prescribed by statute or regulation)
      describing the business and affairs of the Corporation which has been
      prepared for delivery to, and review by, prospective purchasers in order
      to assist it in making an investment decision in respect of the Units;
      and

            


    

     

    
      	
              (c)

            	
              the
      Subscriber has been afforded the opportunity (i) to ask such questions as
      it deemed necessary of, and to receive answers from, representatives of
      the Corporation concerning the terms and conditions of the offering of the
      Units and (ii) to obtain such additional information which the Corporation
      possesses or can acquire without unreasonable effort or expense that the
      Subscriber considered necessary in connection with its decision to invest
      in the Units; and

            


    

     

    
      	
              (d)

            	
              this
      Agreement is made unconditionally as a result of the Subscriber’s desire
      to participate in the future development of the Corporation;
      and

            


    

     

    
      	
              (e)

            	
              the
      Subscriber is purchasing as principal and it knows that it is purchasing
      the Units pursuant to an exemption under NI 45-106 and, as a
      consequence, is restricted from using most of the civil remedies available
      under applicable securities legislation, may not receive information that
      would otherwise be required to be provided to it under applicable
      securities legislation, and the Corporation is relieved from certain
      obligations that would otherwise apply under applicable securities
      legislation; and

            


    

     

    
      	
               
      

            	
              (i)

            	
              if a resident of
      Alberta, the Subscriber is a resident in or otherwise subject to
      the applicable securities laws of Alberta and it is an "accredited
      investor" as such term is defined in NI 45-106 promulgated under the Securities Act
      (Alberta) and has concurrently executed and delivered a Representation
      Letter in the form attached as Exhibit 1 to this
      Subscription Agreement; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if a resident of British
      Columbia, the Subscriber is a resident in or otherwise subject to
      the applicable securities laws of British Columbia and it is an
      "accredited investor" as such term is defined in NI 45-106 promulgated
      under the Securities
      Act (British Columbia) and has concurrently executed and delivered
      a Representation Letter in the form attached as Exhibit 1 to this
      Subscription Agreement; and

            


    

     

    
      	
              (f)

            	
              if the Subscriber is resident
      in any jurisdiction not referred to in Subsection  8(e)
      above: (a) the purchase of the Units does not contravene any of the
      applicable laws in the Subscriber’s jurisdiction of residence and does not
      trigger (i) any obligation to prepare and file a prospectus, an offering
      memorandum or similar document, or any other ongoing reporting
      requirements with respect to such purchase or otherwise, or (ii) any
      registration or other obligation on the part of the Corporation; (b) the
      sale of the Units as contemplated in the Subscription Agreement complies
      with or is exempt from applicable securities legislation of the
      Subscriber’s jurisdiction of residence and the Subscriber will provide
      such evidence of compliance with all such matters as the Corporation may
      request; (c) the Subscriber will comply with the provisions of Section 6
      and Subsection 8(a) as if they were a resident of Alberta or British
      Columbia; and (d) and notwithstanding that the Subscriber is not a
      resident of Alberta or British Columbia, it is an "accredited investor" as
      such term is defined in NI 45-106 promulgated under the Securities Act
      (Alberta) and/or the Securities Act (British
      Columbia) and
      has concurrently executed and delivered a Representation Letter in the
      form attached as Exhibit 1 to this
      Subscription Agreement; and

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        4

      

    


    
      	
              (g)

            	
              the
      Subscriber has concurrently properly completed, executed and delivered a
      Risk Acknowledgement Form in the form attached as Exhibit 2 to this
      Subscription Agreement, which the
      Corporation is relying upon for determining the sale of securities of the
      Corporation to the Subscriber in a manner exempt from the registration
      requirements of the applicable securities laws, which form is true and
      correct both as of the date of execution of this Subscription Agreement
      and as at Closing.; and

            


    

     

    
      	
              (h)

            	
              no
      person has made to the Subscriber any written or oral
      representations:

            


    

     

    
      	
               
      

            	
              (i)

            	
              that
      any person will resell or repurchase any of the
  Securities;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              that
      any person will refund the purchase price of any of the
      Securities;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              as
      to the future price or value of any of the Securities;
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              that
      any of the Securities will be listed and posted for trading on a stock
      exchange or that application has been made to list and post any of the
      Securities for trading on a stock exchange;
and

            


    

     

    
      	
              (i)

            	
              the
      Subscriber has not received or been provided with, nor has it requested,
      nor does it have any need to receive, any offering memorandum, disclosure
      document or any other document describing the business and affairs of the
      Corporation in order to assist the Subscriber in making an investment
      decision in respect of the Securities;
and

            


    

     

    
      	
              (j)

            	
              the
      issuance of the Units was not accompanied by any form of general
      solicitation, including but not limited to any advertisement in printed
      public media, radio, television or telecommunications, including
      electronic display, such as from the Internet.  The decision to
      execute this Subscription Agreement and to subscribe for the Units has not
      been based upon any verbal or written representation or understanding as
      to fact or otherwise made by or on behalf of the Corporation not otherwise
      contained in this Subscription Agreement and the Subscriber has no
      understandings to the contrary.

            


    

     

    
      	
              (k)

            	
              the
      Subscriber has no knowledge of a “material fact” or “material change” (as
      those terms are defined by applicable securities legislation) in respect
      of the affairs of the Corporation that has not been generally disclosed to
      the public, other than knowledge relating directly to its subscription for
      the Units; and the Corporation may complete additional financings in the
      future, and such future financings may have a dilutive effect on
      then-current security holders of the Corporation, including the
      Subscriber; and

            


    

     

    
      	
              (l)

            	
              the
      Corporation may complete additional financings in the future, and such
      future financings may have a dilutive effect on then-current security
      holders of the Corporation, including the Subscriber;
  and

            


    

     

    
      	
              (m)

            	
              it
      is aware that the Securities have not been and will not be registered
      under the U.S. Securities Act or any state securities laws, and that the
      Securities may not be offered or sold in the United States or to, or for
      the account or benefit of, a U.S. Person without registration under the
      U.S. Securities Act and all applicable state securities laws or compliance
      with the requirements of an exemption or exclusion from such registration
      requirements and acknowledges that the Corporation has no present
      intention of filing a registration statement under the U.S. Securities Act
      in respect of the Securities; and

            


    

     

    
      	
              (n)

            	
              the
      Units have not been offered to the Subscriber in the United States and
      this Subscription Agreement has not been executed by or on behalf of the
      Subscriber in the United States;
and

            


    

     

    
      	
              (o)

            	
              it
      is not a U.S. Person and is not purchasing the Units on behalf of, or for
      the account or benefit of, a U.S. Person or a person in the United States;
      and

            


    

     

    
      	
              (p)

            	
              the
      Subscriber undertakes and agrees that it will not offer or sell the
      Securities unless such securities are registered under the U.S. Securities
      Act and the securities laws of all applicable states of the United States,
      or an exemption or exclusion from such registration requirements is
      available, and further that it will not resell the Securities except in
      accordance with the provisions of applicable securities legislation,
      regulations, rules, policies and orders and stock exchange rules;
      and

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        5

      

    


    
      	
              (q)

            	
              it
      will not engage in hedging transactions with regard to the Securities
      except in compliance with the U.S. Securities Act;
  and

            


    

     

    
      	
              (r)

            	
              it
      understands and acknowledges that the Corporation must refuse to register
      any transfer of the Securities not made in accordance with an available
      exemption or exclusion from the registration requirements of the U.S.
      Securities Act or pursuant to registration under the U.S. Securities Act;
      and

            


    

     

    
      	
              (s)

            	
              if
      the Subscriber is a “distributor” (as defined in Regulation S under the
      U.S. Securities Act) or is an “affiliate” (as defined in Rule 405 under
      the U.S. Securities Act) of a distributor or is acting on behalf of a
      distributor, (i) it agrees that it will not offer or sell the Securities
      during the one year period after the completion of the distribution of the
      Units (the “Distribution Compliance Period”) to a U.S. Person or for the
      account or benefit of a U.S. Person (other than a distributor), and (ii)
      if it sells Securities to another distributor, a dealer (as defined in
      Section 2(a)(12) of the U.S. Securities Act) or a person receiving a
      selling concession fee or other remuneration, during the Distribution
      Compliance Period, the Subscriber agrees that it will send a written
      confirmation or other notice to the purchaser stating that the purchaser
      is subject to the same restrictions on offers and sales that apply to a
      distributor and setting forth the restrictions on offers and sales of
      Securities within the United States or to, or for the account or benefit
      of, U.S. Persons; and

            


    

     

    
      	
              (t)

            	
              the
      Subscriber understands and acknowledges that the Whole Warrants may not be
      exercised unless the Warrant Shares issuable upon such exercise have been
      registered under the U.S. Securities Act and all applicable state
      securities laws or an exemption or exclusion from such registration
      requirements is available; and

            


    

     

    
      	
              (u)

            	
              the
      Subscriber understands and acknowledges that each person exercising a
      Whole Warrant will be required to provide either (i) written certification
      that it is not in the United States or a U.S. Person and the Whole Warrant
      is not being exercised on behalf of a U.S. Person or a person in the
      United States, or (ii) a written opinion of counsel, of recognized
      standing reasonably satisfactory to the Corporation, to the effect that
      the Whole Warrant being exercised and the Warrant Shares issuable upon
      such exercise have been registered under the U.S. Securities Act and all
      applicable state securities laws or are exempt from such registration
      requirements; and

            


    

     

    
      	
              (v)

            	
              if
      any Securities are being sold pursuant to Rule 144 under the U.S.
      Securities Act, the United States restrictive legend may be removed from
      the certificates representing the Securities by delivering to the
      Corporation a written opinion of counsel, of recognized standing
      reasonably satisfactory to the Corporation, to the effect that the legend
      is no longer required under applicable requirements of the U.S. Securities
      Act or state securities laws; and

            


    

     

    
      	
              (w)

            	
              if
      a corporation, partnership, unincorporated association or other entity, it
      has the legal capacity to enter into and be bound by this Subscription
      Agreement and further certifies that all necessary approvals of directors,
      shareholders or otherwise have been given and obtained;
  and

            


    

     

    
      	
              (x)

            	
              if
      an individual, it is of the full age of majority and is legally competent
      to execute this Subscription Agreement and take all action pursuant
      hereto; and

            


    

     

    
      	
              (y)

            	
              it
      acknowledges that the net subscription proceeds (gross proceeds less
      expenses, including legal fees which have not been paid by the
      Corporation), will be immediately releasable to the Corporation on the
      Closing Date or later closing dates, as the case may be;
    and

            


    

     

    
      	
              (z)

            	
              this
      Subscription Agreement has been duly and validly authorized, executed and
      delivered by and constitutes a legal, valid, binding and enforceable
      obligation of the Subscriber; and

            


    

     

    
      	
              (aa)

            	
              the
      entering into of this Subscription Agreement and the transactions
      contemplated hereby will not result in a violation of any of the terms and
      provisions of any law applicable to it, or any of its constating
      documents, or of any agreement to which the Subscriber is a party or by
      which it is bound; and

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        6

      

    


    
      	
              (bb)

            	
              in
      the case of a subscription by the Subscriber for Units acting as agent for
      a disclosed principal, it is duly authorized to execute and deliver this
      Subscription Agreement and all other necessary documentation in connection
      with such subscription on behalf of such principal and this Subscription
      Agreement has been duly authorized, executed and delivered by or on behalf
      of, and constitutes a legal, valid and binding agreement of, such
      principal; and

            


    

     

    
      	
              (cc)

            	
              the
      Subscriber has such knowledge in financial and business affairs as to be
      capable of evaluating the merits and risks of the Subscriber’s investment
      and the Subscriber, or, where the Subscriber is acting as agent for a
      disclosed principal, each beneficial purchaser, is able to bear the
      economic risk of loss of the Subscriber’s entire investment in the Units;
      and

            


    

     

    
      	
              (dd)

            	
              except
      for the representations and warranties made by the Corporation herein, it
      has relied solely upon publicly available information relating to the
      Corporation and not upon any verbal or written representation as to fact
      or otherwise made by or on behalf of the Corporation and acknowledges that
      the Corporation's counsel are acting as counsel to the Corporation and not
      as counsel to the Subscriber; and

            


    

     

    
      	
              (ee)

            	
              the
      Subscriber understands that Units are being offered for sale only on a
      "private placement" basis and that the sale and delivery of the Units is
      conditional upon such sale being exempt from the requirements as to the
      filing of a prospectus or delivery of an offering memorandum or upon the
      issuance of such orders, consents or approvals as may be required to
      permit such sale without the requirement of filing a prospectus or
      delivering an offering memorandum and, as a consequence (i) it is
      restricted from using most of the civil remedies available under
      applicable securities legislation; (ii) it may not receive
      information that would otherwise be required to be provided to it under
      applicable securities legislation; and (iii) the Corporation is
      relieved from certain obligations that would otherwise apply under
      applicable securities legislation;
and

            


    

     

    
      	
              (ff)

            	
              if
      required by applicable securities legislation, regulations, rules,
      policies or orders, NI 45-106, or by any securities commission, stock
      exchange or other regulatory authority, the Subscriber will execute,
      deliver, file and otherwise assist the Corporation in filing, such
      reports, undertakings and other documents with respect to the issue of the
      Units (including, without limitation, a completed and duly executed
      Representation Letter, attached as Exhibit 1);
      and

            


    

     

    
      	
              (gg)

            	
              the
      Subscriber will not resell the Securities except in accordance with the
      provisions of applicable securities legislation and stock exchange rules,
      if applicable, in the future; and

            


    

     

    
      	
              (hh)

            	
              the
      Subscriber deals at arm's length with the Corporation within the meaning
      of the Income Tax
      Act (Canada) and will continue to deal at arm's length with the
      Corporation at all times which are relevant for this Subscription
      Agreement; and

            


    

     

    
      	
              (ii)

            	
              none
      of the funds the Subscriber is using to purchase the Units are, to the
      knowledge of the Subscriber, proceeds obtained or derived, directly or
      indirectly, as a result of illegal activities;
  and

            


    

     

    
      	
              (jj)

            	
              the
      funds representing the total Subscription Price which will be advanced by
      the Subscriber to the Corporation hereunder will not represent proceeds of
      crime for the purposes of the Proceeds of Crime (Money
      Laundering) and Terrorist Financing Act (Canada) (the "PCMLA") and
      the Subscriber acknowledges that the Corporation may in the future be
      required by law to disclose the Subscriber's name and other information
      relating to this Subscription Agreement and the Subscriber's subscription
      hereunder, on a confidential basis, pursuant to the PCMLA;
    and

            


    

     

    
      	
              (kk)

            	
              to
      the best of its knowledge, the subscription funds to be provided by the
      Subscriber (i) have not been or will not be derived from or related
      to any activity that is deemed criminal under the law of Canada, the
      United States of America, or any other jurisdiction, and (ii) are not
      being tendered on behalf of a person or entity who has not been identified
      to the Subscriber and the Subscriber shall promptly notify the Corporation
      if the Subscriber discovers that any of such representations cease to be
      true, and to provide the Corporation with appropriate information in
      connection therewith; and

            


    

     

    
      	
              (ll)

            	
              the
      Subscriber acknowledges that it has been encouraged to and should obtain
      independent legal, income tax and investment advice with respect to its
      subscription for these Units and accordingly, has been independently
      advised as to the meanings of all terms contained herein relevant to the
      Subscriber for purposes of giving representations, warranties and
      covenants under this Subscription
Agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        7

      

    


    Representations,
Warranties and Covenants of the Corporation

     

    9.           The
Corporation hereby represents and warrants to the Subscriber that it has been
duly incorporated and is a valid and subsisting corporation under the laws of
the State of Nevada, United States, is extra-provincially registered in the
Province of Alberta, Canada and has full corporate power and authority to enter
into this Subscription Agreement and to perform its obligations
hereunder.

     

    10.         The
Corporation hereby covenants with the Subscriber that it will take all corporate
action required to issue to the Subscriber the Units and the Common Shares and
the Whole Warrants comprising the Units on the Closing Date.

     

    11.         The
Corporation hereby represents and warrants to the Subscriber that it is
authorized to issue up to 300,000,000 Common Shares.

     

    Registration
Rights

     

    12.         If
the Corporation proposes to register, pursuant to any registration rights
agreement (a “Registration Rights Agreement”), for shareholders other than the
Subscriber, any of its Common Shares or other equity securities (or securities
convertible into equity securities) under the U.S. Securities Act in connection
with the public offering of such securities solely for cash (other than a
registration on Form S-8, Form S-4 or Form F-4), the Corporation will, at all
such times, promptly give the Subscriber written notice of such proposed
registration.  Upon the written request of the Subscriber, given
within 20 days after the mailing of such notice by the Corporation, the
Corporation will, subject to the provisions of applicable Registration Rights
Agreements, use its commercial best efforts to cause a registration statement
covering all of the (i) Common Shares being acquired hereunder and (ii) Warrant
Shares that each such holder has requested to be registered to become effective
under the U.S. Securities Act.  Only to the extent they apply to
“piggy back” registrations, such registration shall also be subject to the other
provisions of each applicable Registration Rights Agreement.  For
greater certainty, (i) such registration shall not be subject to any provisions
of any Registration Rights Agreement that are applicable only to “demand”
registrations, and (ii) the Subscriber acknowledges that except as contemplated
by this Section, the Corporation is under no obligation hereunder to register
any of its securities or to complete any offering of its securities it proposes
to make, and the Corporation will therefore incur no liability (including any
penalties that may be incurred under a Registration Rights Agreement) to the
Subscriber for its failure to register any of its securities or to complete any
offering of its securities.

     

    Conversion
Conditions

     

    13.         If
the closing price of the Common Shares on the principal market on which such
shares trade is equal to or exceeds US$1.00 for thirty (30) consecutive trading
days, then the Warrant Term shall automatically accelerate to the date which is
thirty (30) calendar days following the date that written notice has been given
to the warrantholder.

     

    Notice

     

    14.         Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be delivered by hand delivery, facsimile transmission,
other means of electronic communication or (provided that the mailing party does
not know and should not reasonably have known of any disruption or anticipated
disruption of postal service which might affect delivery of the mail) by
registered mail (postage prepaid), to:

     

    
      	
              (a)

            	
              in
      the case of the Subscriber, to the address appearing on the first page of
      this Subscription Agreement; and

            


    

     

    
      	
              (b)

            	
              in
      the case of the Corporation, to the address appearing in paragraph 18
      of this Subscription Agreement,

            


    

     

    or at
such other address as the party to which such notice or other communication is
to be given has last notified the party giving the same in the manner provided
in this paragraph.


    
      
         


      

      
         


        
          

        

      

      
         


        8

      

    


    Closing

     

    15.         The
Subscriber agrees to deliver to the Corporation, not later than 4:30 p.m.
(Edmonton time) on the Closing Date:

     

    
      	
              (a)

            	
              this
      duly completed and executed Subscription
  Agreement;

            


    

     

    
      	
              (b)

            	
              a
      certified cheque, wire transfer or bank draft payable to Deep Well Oil
      & Gas, Inc. for the Subscription Price of the Units subscribed for
      under this Subscription Agreement;

            


    

     

    
      	
              (c)

            	
              the
      applicable Representation Letter as
follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      the Subscriber is an “accredited investor” in Alberta a fully completed
      and duly executed Representation Letter, attached as Exhibit 1 hereto;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Subscriber is an “accredited investor” in British Columbia a fully
      completed and duly executed Representation Letter, attached as Exhibit 1 hereto;
      or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              if
      the Subscriber is purchasing Units pursuant to Subsection 8(e) a fully
      completed and duly executed Representation Letter, attached as Exhibit 1 hereto;
      and

            


    

     

    
      	
              (d)

            	
              a
      completed and duly signed Risk Acknowledgement Form in the form attached
      as Exhibit 2
      hereto.

            


    

     

    16.         The
purchase and sale of the Units pursuant to this Subscription Agreement will be
completed at the offices of the Corporation’s solicitors, Parlee McLaws LLP, in
Edmonton, Alberta on the Closing Date or such other place or time as the
Corporation decides in its sole discretion.  On the Closing Date, the
Corporation shall receive all completed subscription agreements, including this
Subscription Agreement, and the Subscription Price against delivery by the
Corporation of the certificates representing the Units.

     

    17.         The
Corporation shall be entitled to rely on delivery of a facsimile copy of
executed subscriptions, and acceptance by the Corporation of such facsimile
subscriptions shall be legally effective to create a valid and binding agreement
between the Subscriber and the Corporation in accordance with the terms
hereof.

     

    General

     

    18.         The
Subscriber agrees that the representations, warranties and covenants of the
Subscriber herein will be true and correct both as of the execution of this
Subscription Agreement and as of the Closing Date and will survive the
completion of the issuance of the Units.  The representations,
warranties and covenants of the Subscriber herein are made with the intent that
they be relied upon by the Corporation and it’s counsel in determining the
eligibility of a purchaser of Units and the Subscriber agrees to indemnify the
Corporation, including its respective affiliates, shareholders, directors,
officers, partners, employees, advisors and agents, against all losses, claims,
costs, expenses and damages or liabilities which any of them may suffer or incur
which are caused or arise from a breach thereof.  The Subscriber
undertakes to immediately notify the Corporation at Suite 700, 10150 – 100
Street, Edmonton, Alberta, T5J 0P6, Attention: Curtis Sparrow (Fax Number: (780)
409-8146), of any change in any statement or other information relating to the
Subscriber set forth herein which takes place prior to the Closing
Date.

     

    19.         The
obligations of the parties hereunder are subject to acceptance of the terms of
the Offering by any required regulatory authority.

     

    20.         The
Subscriber acknowledges and agrees that all costs incurred by the Subscriber
(including any fees and disbursements of any special counsel retained by the
Subscriber) relating to the purchase of the Units by the Subscriber shall be
borne by the Subscriber.

     

    21.         The
contract arising out of this Subscription Agreement and all documents relating
thereto shall be governed by and construed in accordance with the laws of the
Province of Alberta and the federal laws of Canada applicable
therein.  The parties irrevocably attorn to the exclusive jurisdiction
of the courts of the Province of Alberta.


    
      
         


      

      
         


        
          

        

      

      
         


        9

      

    


    22.         Time
shall be of the essence hereof.

     

    23.         This
Subscription Agreement represents the entire agreement of the parties hereto
relating to the subject matter hereof and there are no representations,
covenants or other agreements relating to the subject matter hereof except as
stated or referred to herein.

     

    24.         The
terms and provisions of this Subscription Agreement shall be binding upon and
enure to the benefit of the Subscriber and the Corporation and their respective
heirs, executors, administrators, successors and assigns; provided that, except
for the assignment by a Subscriber who is acting as agent to a beneficial
disclosed purchaser and as otherwise herein provided, this Subscription
Agreement shall not be assignable by any party without prior written consent of
the other parties.

     

    25.         The
Subscriber, on its own behalf and, if applicable, on behalf of others for whom
it is contracting hereunder, agrees that this subscription is made for valuable
consideration and may not be withdrawn, cancelled, terminated or revoked by the
Subscriber, on its own behalf and, if applicable, on behalf of others for whom
it is contracting hereunder.

     

    26.         Neither
this Subscription Agreement nor any provision hereof shall be modified, changed,
discharged or terminated except by an instrument in writing signed by the party
against whom any waiver, change, discharge or termination is
sought.

     

    27.         The
invalidity, illegality or unenforceability of any provision of this Subscription
Agreement shall not affect the validity, legality or enforceability of any other
provision hereof.

     

    28.         The
Subscriber acknowledges and agrees that acceptance of this Subscription
Agreement will be conditional, among other things, upon the sale of Units to the
Subscriber being exempt from any prospectus and offering memorandum requirements
of all applicable securities laws.  The Corporation will be deemed to
have accepted this Subscription Agreement upon the delivery on the Closing Date
of the certificates representing the Units to or upon the direction of the
Subscriber in accordance with the provisions hereof.

     

    29.         The
headings used in this Subscription Agreement have been inserted for convenience
of reference only and shall not affect the meaning or interpretation of this
Subscription Agreement or any provision hereof.

     

    30.         The
covenants, representations and warranties of the parties contained herein shall
survive the Closing of the transactions contemplated hereby.

     

    31.         Each
party shall from time to time do such further acts and execute and deliver such
further documents as shall be reasonably required in order to fully perform and
carry out the terms of this Subscription Agreement.

     

    32.         In
this Subscription Agreement, words importing the singular include the plural and
vice versa and words importing persons include firms or
corporations.

     

    33.         This
Subscription Agreement may be executed in any number of counterparts with the
same effect as if all parties to this Subscription Agreement had signed the same
document and all counterparts will be construed together and constitute one and
the same instrument.

     

    34.         All
notices hereunder will be in writing and addressed to the party for whom it is
intended at the address indicated herein.  Either party may by notice
to the other party change its address for service.  Any notice
personally delivered will be deemed to have been given or made on the date it
was actually delivered, or if sent by facsimile, will be deemed to have been
given or made on the business day next following the date upon which it was
transmitted.

     

    35.         In
this Subscription Agreement references to "$" are to United States dollars
unless stated otherwise.


    
      
         


      

      
         


        
          

        

      

      
         


         

      

    


    Exhibit
1

    


    REPRESENTATION
LETTER

    


    (FOR
ALBERTA AND/OR BRITISH COLUMBIA ACCREDITED INVESTORS OR ACCREDITED INVESTORS TO
WHOM SUBSECTION 8(f) APPLIES)

    


    
      	
              TO:

            	
              DEEP
      WELL OIL & GAS, INC. (the
"Corporation")

            


    

    


    In
connection with the purchase of units of the Corporation ("Units") by the undersigned
subscriber or, if applicable, the principal on whose behalf the undersigned is
purchasing as agent (the "Subscriber" for the purposes
of this Exhibit 1), the Subscriber hereby represents, warrants, covenants and
certifies to the Corporation (and acknowledges that the Corporation and its
counsel are relying thereof) that:

    


    
      	
               
      

            	
              1.

            	
              The
      Subscriber is resident in Alberta or British Columbia or is subject to the
      laws of the Province of Alberta or British
  Columbia;

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Subscriber, unless it is a person or company described in paragraph (q) in
      the attached Appendix "A" that is deemed pursuant to the provisions of
      section 2.3(5) of National Instrument 45-106 entitled "Prospectus and
      Registration Exemptions" to be purchasing as principal, is purchasing the
      Units as principal for its own account and not for the benefit of any
      other person;

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      Subscriber is an "accredited investor" within the meaning of National
      Instrument 45-106 entitled "Prospectus and Registration Exemptions" by
      virtue of satisfying the indicated criterion as set out in
      Appendix "A" to this Representation Letter;
  and

            


    

    


    
      	
               
      

            	
              4.

            	
              Upon
      execution of this Exhibit 1 by the Subscriber, this Exhibit 1 shall be
      incorporated into and form a part of the Subscription
      Agreement.

            


    

    


    Dated:
___________________________________.

    


    
      
        	 
      	
                  

              
	 
      	
                Print
      name of Subscriber

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                  

              
	 
      	 
      	
                Signature

              
	 
      	 
      	 
      
	 
      	 
      	
                  

              
	 
      	 
      	
                Print
      name of Signatory (if different from Subscriber)

              
	 
      	 
      	 
      
	 
      	 
      	
                  

              
	 
      	 
      	
                Title

              


      

    

     

    IMPORTANT:  PLEASE
INITIAL THE APPROPRIATE PARAGRAPH(S) ON APPENDIX "A"


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
"A"

    to
Exhibit 1

    


    Accredited Investor - (defined
in NI 45-106) means:

    


    
      	
              _______

            	
              (a)

            	
              a
      Canadian financial institution or a Schedule III bank;
  or

            
	 
      	 
      	 
      
	
              _______

            	
              (b)

            	
              the
      Business Development Bank of Canada incorporated under the Business Development Bank of
      Canada Act (Canada); or

            
	 
      	 
      	 
      
	
              _______

            	
              (c)

            	
              a
      subsidiary of any person referred to in paragraphs (a) or (b), if the
      person owns all of the voting securities of the subsidiary, except the
      voting securities required by law to be owned by directors of that
      subsidiary; or

            
	 
      	 
      	 
      
	
              _______

            	
              (d)

            	
              a
      person registered under the securities legislation of a jurisdiction of
      Canada as an adviser or dealer, other than a person registered solely as a
      limited market dealer under one or both of the Securities Act
      (Ontario) or the Securities Act
      (Newfoundland and Labrador); or

            
	 
      	 
      	 
      
	
              _______

            	
              (e)

            	
              an
      individual registered or formerly registered under the securities
      legislation of a jurisdiction of Canada as a representative of a person
      referred to in paragraph (d); or

            
	 
      	 
      	 
      
	
              _______

            	
              (f)

            	
              the
      Government of Canada or a jurisdiction of Canada, or any crown
      corporation, agency or wholly owned entity of the Government of Canada or
      a jurisdiction of Canada; or

            
	 
      	 
      	 
      
	
              _______

            	
              (g)

            	
              a
      municipality, public board or commission in Canada and a metropolitan
      community, school board, the Comité de gestion de la taxe scolaire de
      l'île de Montreal or an intermunicipal management board in Québec;
      or

            
	 
      	 
      	 
      
	
              _______

            	
              (h)

            	
              any
      national, federal, state, provincial, territorial or municipal government
      of or in any foreign jurisdiction, or any agency of that government;
      or

            
	 
      	 
      	 
      
	
              _______

            	
              (i)

            	
              a
      pension fund that is regulated by either the Office of the Superintendent
      of Financial Institutions (Canada) or a pension commission or similar
      regulatory authority of a jurisdiction of Canada; or

            
	 
      	 
      	 
      
	
              _______

            	
              (j)

            	
              an
      individual who, either alone or with a spouse, beneficially owns financial
      assets having an aggregate realizable value that before taxes, but net of
      any related liabilities, exceeds $1,000,000 (Canadian);
  or

            
	 
      	 
      	 
      
	
              _______

            	
              (k)

            	
              an
      individual whose net income before taxes exceeded $200,000 (Canadian) in
      each of the 2 most recent calendar years or whose net income before taxes
      combined with that of a spouse exceeded $300,000 (Canadian) in each of the
      2 most recent calendar years and who, in either case, reasonably expects
      to exceed that net income level in the current calendar year;
      or

            
	 
      	 
      	 
      
	
              _______

            	
              (l)

            	
              an
      individual who, either alone or with a spouse, has net assets of at least
      $5,000,000 (Canadian); or

            
	 
      	 
      	 
      
	
              _______

            	
              (m)

            	
              a
      person, other than an individual or investment fund, that has net assets
      of at least $5,000,000 (Canadian) as shown on its most recently prepared
      financial statements and such person was not created or used solely to
      purchase or hold securities as an “accredited investor”;
  or

            
	 
      	 
      	 
      
	
              _______

            	
              (n)

            	
              an
      investment fund that distributes or has distributed its securities only
      to:

            
	 
      	 
      	 
      
	 
      	 
      	
              (i)
      a person that is or was an accredited investor at the time of the
      distribution;

            
	 
      	 
      	 
      
	 
      	 
      	
              (ii)
      a person that acquires or acquired securities in the circumstances
      referred to in sections 2.10 and 2.19 of NI 45-106; or

            
	 
      	 
      	 
      
	 
      	 
      	
              (iii)
      a person described in paragraph (n)(i) or (ii) that acquires or acquired
      securities under section 2.18 of NI 45-106;
or

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        A-2

      

    

     

    
      	
              _______

            	
              (o)

            	
              an
      investment fund that distributes or has distributed securities under a
      prospectus in a jurisdiction of Canada  for which the regulator,
      or in Québec, the securities regulatory authority, has issued a receipt;
      or

            
	 
      	 
      	 
      
	
              _______

            	
              (p)

            	
              a
      trust company or trust corporation registered or authorized to carry on
      business under the Trust
      and Loan Companies Act (Canada) or under comparable legislation in
      a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully managed account managed by the trust company or trust corporation,
      as the case may be; or

            
	 
      	 
      	 
      
	
              _______

            	
              (q)

            	
              a
      person acting on behalf of a fully managed account managed by that person,
      if that person

            
	 
      	 
      	 
      
	 
      	 
      	
              (i)
      is registered or authorized to carry on business as an adviser or the
      equivalent under the securities legislation of a jurisdiction of Canada or
      a foreign jurisdiction; and

            
	 
      	 
      	 
      
	 
      	 
      	
              (ii)
      in Ontario, is purchasing a security that is not a security of an
      investment fund; or

            
	 
      	 
      	 
      
	
              _______

            	
              (r)

            	
              a
      registered charity under the Income Tax Act (Canada)
      that, in regard to the trade, has obtained advice from an eligibility
      adviser or an adviser registered under the securities legislation of the
      jurisdiction of the registered charity to give advice on the securities
      being traded; or

            
	 
      	 
      	 
      
	
              _______

            	
              (s)

            	
              an
      entity organized in a foreign jurisdiction that is analogous to any of the
      entities referred to in paragraphs (a) to (d) or paragraph (i) in form and
      function; or

            
	 
      	 
      	 
      
	
              _______

            	
              (t)

            	
              a
      person in respect of which all of the owners of interests, direct,
      indirect, or beneficial, except the voting securities required by law to
      be owned by directors, are persons that are “accredited investors” (as
      defined in NI 45-106); or

            
	 
      	 
      	 
      
	
              _______

            	
              (u)

            	
              an
      investment fund that is advised by a person registered as an adviser or a
      person that is exempt from registration as an adviser;
  or

            
	 
      	 
      	 
      
	
              _______

            	
              (v)

            	
              a
      person that is recognized or designated by the securities regulatory
      authority or, except in Ontario and Québec, the regulator as an
      “accredited investor” (as defined in NI
45-106).

            


    

     

    NOTE:  The
investor must initial beside the applicable portion of the above
definition.

    


    For
the purposes hereof:

    


    
      	
              (a)

            	
              "affiliate" - An issuer
      is an “affiliate”
      of another issuer if

            


    

     

    
      	
              (i)

            	
              one
      of them is the subsidiary of the other,
or

            


    

     

    
      	
              (ii)

            	
              each
      of them is controlled by the same
person;

            


    

     

    
      	
              (b)

            	
              "bank" means a bank named
      in Schedule I or II of the Bank Act
      (Canada);

            


    

     

    
      	
              (c)

            	
              "Canadian financial
      institution" means

            


    

     

    
      	
              (i)

            	
              an
      association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society
      for which an order has been made under section 473(1) of that Act;
      or

            


    

     

    
      	
              (ii)

            	
              a
      bank, loan corporation, trust company, trust corporation, insurance
      company, treasury branch, credit union, caisse populaire, financial
      services cooperative, or league that, in each case, is authorized by an
      enactment of Canada or a jurisdiction of Canada to carry on business in
      Canada or a jurisdiction of
Canada;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        A-3

      

    


    
      
        	
                (d)

              	
                "control person"
      means

              


      

    

     

    
      	
              (i)

            	
              for
      Alberta,

            


    

     

    
      	
            	
              A. 
      

            	
              a person or company
      who holds a sufficient number of the voting rights attached to all
      outstanding voting securities of an issuer to affect materially the
      control of the issuer, and if a person or company holds more than
      20% of the voting rights attached to all outstanding voting securities of
      an issuer, the person or company is deemed, in the absence of evidence to
      the contrary, to hold a sufficient number of the voting rights to affect
      materially the control of the issuer,
or

            


    

     

    
      	
            	
              B. 
      

            	
              each person or
      company in a combination of persons or companies acting in concert by
      virtue of an agreement, arrangement, commitment or understanding, who
      holds in total a sufficient number of the voting rights attached to all
      outstanding voting securities of an issuer to affect materially the
      control of the issuer, and if a combination of persons or companies holds
      more than 20% of the voting rights attached to all outstanding voting
      securities of an issuer, the combination of persons or companies is
      deemed, in the absence of evidence to the contrary, to hold a sufficient
      number of the voting rights to affect materially the control of the
      issuer;

            


    

     

    
      	
              (ii)

            	
              for
      British Columbia, means

            


    

     

    
      	
               
      

            	
              A.

            	
              a
      person who holds a sufficient number of the voting rights attached to all
      outstanding voting securities of an issuer to affect materially the
      control of the issuer, or

            


    

     

    
      	
               
      

            	
              B.

            	
              each
      person in a combination of persons, acting in concert by virtue of an
      agreement, arrangement, commitment or understanding, which holds in total
      a sufficient number of the voting rights attached to all outstanding
      voting securities of an issuer to affect materially the control of the
      issuer,

            


    

     

    and, if a
person or combination of persons holds more than 20% of the voting rights
attached to all outstanding voting securities of an issuer, the person or
combination of persons is deemed, in the absence of evidence to the contrary, to
hold a sufficient number of the voting rights to affect materially the control
of the issuer;

     

    
      	
              (e)

            	
              "director"
      means

            


    

     

    
      	
              (i)

            	
              a
      member of the board of directors of a company or an individual who
      performs similar functions for a company,
and

            


    

     

    
      	
              (ii)

            	
              with
      respect to a person that is not an company, an individual who performs
      functions similar to that of a director of a
  company;

            


    

     

    
      	
              (f)

            	
              "eligibility adviser"
      means:

            


    

     

    
      	
              (i)

            	
              a
      person that is registered as an investment dealer and authorized to give
      advice with respect to the type of security being distributed;
      and

            


    

     

    
      	
              (ii)

            	
              in
      Saskatchewan or Manitoba, also means a lawyer who is a practicing member
      in good standing with a law society of a jurisdiction of Canada or a
      public accountant who is a member in good standing of an institute or
      association of chartered accountants, certified general accountants or
      certified management accountants in a jurisdiction of Canada provided that
      the lawyer or public accountant must
not

            


    

     

    
      	
               
      

            	
              A.

            	
              have
      a professional, business or personal relationship with the issuer, or any
      of its directors, executive officers, founders or control persons,
      and

            


    

     

    
      	
               
      

            	
              B.

            	
              have
      acted for or been retained personally or otherwise as an employee,
      executive officer, director, associate or partner of a person that has
      acted for or been retained by the issuer or any of its directors,
      executive officers, founders or control persons within the previous 12
      months;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        A-4

      

    


    
      	
              (g)

            	
              "EVCC" means an employee
      venture capital corporation that does not have a restricted constitution
      and is registered under Part 2 of the Employee Investment Act
      (British Columbia), R.S.B.C. 1996 c. 112, and whose business
      objective is making multiple
investments;

            


    

     

    
      	
              (h)

            	
              "executive officer"
      means, for an issuer, an individual who
is

            


    

     

    
      	
              (i)

            	
              a
      chair, vice-chair or president,

            


    

     

    
      	
              (ii)

            	
              a
      vice-president in charge of a principal business unit, division or
      function including sales, finance or production,
  or

            


    

     

    
      	
              (iii)

            	
              performing
      a policy-making function in respect of the
  issuer;

            


    

     

    
      	
              (i)

            	
              "financial assets"
      means

            


    

     

    
      	
              (i)

            	
              cash;

            


    

     

    
      	
              (ii)

            	
              securities;
      or

            


    

     

    
      	
              (iii)

            	
              a
      contract of insurance, a deposit or evidence of a deposit that is not a
      security for the purposes of securities
  legislation;

            


    

     

    
      	
              (j)

            	
              "foreign jurisdiction"
      means a country other than Canada or a political subdivision of a country
      other than Canada;

            


    

     

    
      	
              (k)

            	
              "founder" means, in
      respect of an issuer, a person who,

            


    

     

    
      	
              (i)

            	
              acting
      alone, in conjunction, or in concert with one or more persons, directly or
      indirectly, takes the initiative in founding, organizing or substantially
      reorganizing the business of the issuer,
and

            


    

     

    
      	
              (ii)

            	
              at
      the time of the distribution or trade is actively involved in the business
      of the issuer;

            


    

     

    
      	
              (l)

            	
              "fully managed account"
      means an account of a client for which a person makes the investment
      decisions if that person has full discretion to trade in securities for
      the account without requiring the client's express consent to a
      transaction;

            


    

     

    
      	
              (m)

            	
              "jurisdiction" means a
      province or territory of Canada except when used in the term
      "foreign  jurisdiction";

            


    

     

    
      	
              (n)

            	
              "individual"
      means

            


    

     

    
      	
              (i)

            	
              for
      Alberta, a natural person, but does not
include

            


    

     

    
      	
               
      

            	
              A.

            	
              a
      partnership, unincorporated association, unincorporated syndicate,
      unincorporated organization or a trust,
or

            


    

     

    
      	
               
      

            	
              B.

            	
              a
      natural person in the person's capacity as trustee, executor,
      administrator or other legal
representative;

            


    

     

    
      	
              (ii)

            	
              for
      British Columbia, a natural person, but does not
  include

            


    

     

    
      	
               
      

            	
              A.

            	
              a
      partnership, unincorporated association, unincorporated syndicate,
      unincorporated organization or trust,
or

            


    

     

    
      	
               
      

            	
              B.

            	
              a
      natural person in the person's capacity as a trustee, executor,
      administrator or personal or other legal
  representative;

            


    

     

    
      	
              (o)

            	
              "investment fund" means a
      mutual fund or a non-redeemable investment fund, and, for greater
      certainty in British Columbia, includes an EVCC and a
  VCC;

            


    

     

    
      	
              (p)

            	
              "non-redeemable investment
      fund" means an issuer,

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        A-5

      

    


    
      	
              (i)

            	
              whose
      primary purpose is to invest money provided by its
      securityholders,

            


    

     

    
      	
              (ii)

            	
              that
      does not invest,

            


    

     

    
      	
               
      

            	
              A.

            	
              for
      the purpose of exercising or seeking to exercise control of an issuer,
      other than an issuer that is a mutual fund or a non-redeemable investment
      fund, or

            


    

     

    
      	
               
      

            	
              B.

            	
              for
      the purpose of being actively involved in the management of any issuer in
      which it invests, other than an issuer that is a mutual fund or a
      non-redeemable investment fund, and

            


    

     

    
      	
              (iii)

            	
              that
      is not a mutual fund;

            


    

     

    
      	
              (q)

            	
              "person"
      includes

            


    

     

    
      	
              (i)

            	
              an
      individual;

            


    

     

    
      	
              (ii)

            	
              a
      corporation;

            


    

     

    
      	
              (iii)

            	
              a
      partnership, trust, fund and an association, syndicate, organization or
      other organized group of persons, whether incorporated or not;
      and

            


    

     

    
      	
              (iv)

            	
              an
      individual or other person in that person's capacity as a trustee,
      executor, administrator or personal or other legal
      representative;

            


    

     

    
      	
              (r)

            	
              "related liabilities"
      means

            


    

     

    
      	
              (i)

            	
              liabilities
      incurred or assumed for the purpose of financing the acquisition or
      ownership of financial assets; or

            


    

     

    
      	
              (ii)

            	
              liabilities
      that are secured by financial
assets;

            


    

     

    
      	
              (s)

            	
              "Schedule III bank" means
      an authorized foreign bank named in Schedule III of the Bank Act
      (Canada):

            


    

     

    
      	
              (t)

            	
              "securities legislation"
      means

            


    

     

    
      	
              (i)

            	
              for
      Alberta, the Securities
      Act (Alberta) and the regulations and rules under such Act and the
      blanket rulings and orders issued by the securities regulatory
      authority;

            


    

     

    
      	
              (ii)

            	
              for
      British Columbia, the Securities Act (British
      Columbia) and the regulations, rules and forms under such Act and the
      blanket rulings and orders issued by the securities regulatory
      authority;

            


    

     

    
      	
              (iii)

            	
              for
      other Canadian jurisdictions, such other statutes and instruments as are
      listed in Appendix B of National Instrument 14-101 – Definitions;

            


    

     

    
      	
              (u)

            	
              "securities regulatory
      authority" means

            


    

     

    
      	
              (i)

            	
              for
      Alberta, the Alberta Securities
Commission;

            


    

     

    
      	
              (ii)

            	
              for
      British Columbia, the British Columbia Securities
    Commission;

            


    

     

    
      	
              (iii)

            	
              for
      other Canadian jurisdictions, means the securities regulatory authority as
      listed in Appendix C of National Instrument 14-101 – Definitions;

            


    

     

    
      	
              (v)

            	
              "spouse" means, an
      individual who,

            


    

     

    
      	
              (i)

            	
              is
      married to another individual and is not living separate and apart within
      the meaning of the Divorce Act (Canada),
      from the other individual; or

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        A-6

      

    


    
      	
              (ii)

            	
              is
      living with another individual in a marriage-like relationship, including
      a marriage-like relationship of individuals of the same gender;
      or

            


    

     

    
      	
              (iii)

            	
              in
      Alberta, is an individual referred to in paragraph (i) or (ii) or is an
      adult interdependent partner within the meaning of the Adult Interdependent
      Relationships Act (Alberta);

            


    

     

    
      	
              (w)

            	
              "subsidiary" means an
      issuer that is controlled directly or indirectly by another issuer and
      includes a subsidiary of that subsidiary;
and

            


    

     

    
      	
              (x)

            	
              "VCC" means a venture
      capital corporation registered under Part 1 of the Small Business Venture Capital
      Act (British Columbia), R.S.B.C. 1996 c. 429 whose business
      objective is making multiple
investments.

            


    

     

    Meaning of
Control:

     

    A person
("first person") is considered to "control" another person
("second person") if:

     

    
      	
              (i)

            	
              the
      first person beneficially owns or directly or indirectly, exercises
      control or direction over securities of the second person carrying votes
      which, if exercised, would entitle the first person to elect a majority of
      the directors of the second person, unless that first person holds the
      voting securities only to secure an obligation;
  or

            


    

     

    
      	
              (ii)

            	
              the
      second person is a partnership, other than a limited partnership, and the
      first person holds more than 50% of the interests of the partnership;
      or

            


    

     

    
      	
              (iii)

            	
              the
      second person is a limited partnership and the general partner of the
      limited partnership is the first
person.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
2

     

    RISK
ACKNOWLEDGEMENT FORM

     

    Risk
Acknowledgement under Alberta Securities Commission Blanket Order 31-505 and
British Columbia Securities Commission BCI 32-513 Registration Exemption for Trades in
Connection with Certain Prospectus-Exempt Distributions Pursuant to
National Instrument 31-103

    


    
      
        
          
            	
                    Name of Issuer: 

                  	
                    Deep Well Oil & Gas,
    Inc.

                  
	 
      	 
      
	
                    Name
      of Seller:

                  	
                    Deep Well Oil & Gas,
    Inc.

                  


          

        

      

    

    


    I
acknowledge that

    


    
      	
               
      

            	
              ·

            	
              the
      person selling me these securities is not registered with a securities
      regulatory authority and is prohibited from telling me that this
      investment is suitable for me;

            


    

     

    
      	
               
      

            	
              ·

            	
              the
      person selling me these securities does not act for
  me;

            


    

     

    
      	
               
      

            	
              ·

            	
              this
      is a risky investment and I could lose all my money;
  and,

            


    

     

    
      	
               
      

            	
              ·

            	
              I
      am investing entirely at my own
risk.

            


    

    


    
      
        
          	
                    

                	 
      	
                    

                
	
                  Date

                	 
      	
                  Signature
      of Purchaser

                
	 
      	 
      	 
      
	 
      	 
      	
                    

                
	 
      	 
      	
                  Print
      name of Purchaser

                


        

      

    

    


    
      
        
          	
                  Deep Well Oil & Gas,
    Inc.

                	 
      
	
                  Name
      of salesperson acting on behalf of seller

                	 
      


        

      

    

    


    Sign two copies of this
document.  Keep one copy for your records.

    


    National
Instrument 45-106 Prospectus
and Registration Exemptions may require you to sign an additional risk
acknowledgement form.

    


    If you
want advice about the merits of this investment and whether these securities are
a suitable investment for you, contact a registered adviser or
dealer.

    


    (Corporation’s
Copy)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    RISK
ACKNOWLEDGEMENT FORM

     

    Risk
Acknowledgement under Alberta Securities Commission Blanket Order 31-505 and
British Columbia Securities Commission BCI 32-513 Registration Exemption for Trades in
Connection with Certain Prospectus-Exempt Distributions Pursuant to
National Instrument 31-103

    


    
      
        
          	
                  Name of Issuer: 

                	
                  Deep Well Oil & Gas,
    Inc.

                
	 
      	 
      
	
                  Name
      of Seller:

                	
                  Deep Well Oil & Gas,
    Inc.

                


        

      

    

    


    I
acknowledge that

    


    
      	
               
      

            	
              ·

            	
              the
      person selling me these securities is not registered with a securities
      regulatory authority and is prohibited from telling me that this
      investment is suitable for me;

            


    

     

    
      	
               
      

            	
              ·

            	
              the
      person selling me these securities does not act for
  me;

            


    

     

    
      	
               
      

            	
              ·

            	
              this
      is a risky investment and I could lose all my money;
  and,

            


    

     

    
      	
               
      

            	
              ·

            	
              I
      am investing entirely at my own
risk.

            


    

    


    
      
        	
                  

              	 
      	
                  

              
	
                Date

              	 
      	
                Signature
      of Purchaser

              
	 
      	 
      	 
      
	 
      	 
      	
                  

              
	 
      	 
      	
                Print
      name of Purchaser

              


      

    

    


    
      
        	
                Deep Well Oil & Gas,
    Inc.

              	 
      
	
                Name
      of salesperson acting on behalf of seller

              	 
      


      

    

    


    Sign two copies of this
document.  Keep one copy for your records.

    


    National
Instrument 45-106 Prospectus
and Registration Exemptions may require you to sign an additional risk
acknowledgement form.

    


    If you
want advice about the merits of this investment and whether these securities are
a suitable investment for you, contact a registered adviser or
dealer.

     

    (Subscriber’s
Copy)