DEEP WELL OIL & GAS INC - Annual Report: 2013 (Form 10-K)

f10k2013_deepwell.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2013

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______

Commission File Number: 0-24012

DEEP WELL OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

Nevada		98-0501168
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Suite 700, 10150 – 100 Street, Edmonton, Alberta, Canada		T5J 0P6
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (780) 409-8144

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
None		None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes þNo o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þNo o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer o		Accelerated filer o
	Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the registrant’s common stock held by non-affiliates computed by reference to the price at which the common equity was sold on or about March 31, 2013 was approximately $4.5 million.

As of December 31, 2013, the Issuer had outstanding approximately 229,326,287 shares of common stock, $0.001 par value per share.

TABLE OF CONTENTS

				Page Number

GLOSSARY AND ABBREVIATIONS					4

CURRENCY EXCHANGE RATES					6
PART I

ITEM 1.	BUSINESS				7
		Formation of Organization			7
		Business Development			8
		Principal Product			9
		Market and Distribution of Product			9
		Competitive Business Conditions			10
		Customers			10
		Royalty Agreements			10
		Government Approval and Crown Royalties			11
		Research and Development			11
		Environmental Laws and Regulations			11
		Employees			12

ITEM 1A.	RISK FACTORS				12

ITEM 1B	UNRESOLVED STAFF COMMENTS				15

ITEM 2.	PROPERTIES				15
		Office Leases			15
		Oil and Gas Properties			16
			Acreage		16
			Reserves, Production and Delivery Commitments		17
			Drilling Activity		17
			Present Activities		17
			Past Activities		18

ITEM 3.	LEGAL PROCEEDINGS				20

ITEM 4.	MINE SAFETY DISCLOSURES				21


PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES				22
		Market Information			22
		Holders of Record			22
		Dividends			22
		Return of Capital Distribution			22
		Securities Authorized for Issuance Under Equity Compensation Plans			23
		Performance Graph			24
		Recent Sales of Unregistered Securities			24

ITEM 6.	SELECTED FINANCIAL DATA				24

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS				25

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		29

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS			30

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		30
		Consolidated Balance Sheets	31
		Consolidated Statements of Operations and Comprehensive Loss	32
		Consolidated Statements of Shareholders’ Equity	33
		Consolidated Statements of Cash Flows	38
		Notes to the Consolidated Financial Statements	39

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		53

ITEM 9A.	CONTROLS AND PROCEDURES		53

ITEM 9B.	OTHER INFORMATION		54

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		55

ITEM 11.	EXECUTIVE COMPENSATION		59

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		61

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		63

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		64

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		65

SIGNATURES			67

GLOSSARY AND ABBREVIATIONS

The following are defined terms and abbreviations used herein:

API Gravity – a specific gravity scale developed by the American Petroleum Institute for measuring the density or specific gravity (heaviness) of petroleum liquids, expressed in degrees. The higher the number, the lighter the oil.

Alberta Energy Regulator (“AER” formerly ERCB) – The AER is responsible for the development of Alberta’s oil (including oil sands) and gas resources. The AER succeeded the ERCB and will take on regulatory functions from the Ministry of Environment and Sustainable Resource Development that relate to public lands, water, and the environment. The AER will provide full-lifecycle regulatory oversight of energy resource development in Alberta from application and construction to abandonment and reclamation, and everything in between.

Barrel – the common unit for measuring petroleum, including heavy oil. One barrel contains approximately 159 L.

Battery – equipment to process or store crude oil from one or more wells.

Bbl or Bbls – means barrel or barrels.

Bitumen – a heavy, viscous form of crude oil that generally has an API gravity of less than 10 degrees.

Cdn – means Canadian dollars.

Celsius – a temperature scale that registers the freezing point of water as 0 degrees and the boiling point as 100 degrees under normal atmospheric pressure. Room temperature is between 20 degrees and 25 degrees Celsius.

Cold Flow – a production technique where the oil is simply pumped out of the sands not using a Thermal Recovery Technique.

Conventional Crude Oil – crude oil that flows naturally or that can be pumped without being heated or diluted.

Core – a cylindrical rock sample taken from a formation for geological analysis.

Crude Oil – oil that has not undergone any refining. Crude oil is a mixture of hydrocarbons with small quantities of other chemicals such as sulphur, nitrogen and oxygen. Crude oil varies radically in its properties, namely specific gravity and viscosity.

Cyclic Steam Stimulation (“CSS”) or Horizontal Cyclic Steam Stimulation (“HCSS”) – a thermal in situ recovery method, which consists of a three-stage process involving high-pressure steam injected into the formation for several weeks through vertical or horizontal wells. The heat softens the oil while the water vapor helps to dilute and separate the oil from the sand grains. The pressure also creates channels through which the oil can flow more easily to the well. When a portion of the reservoir is thoroughly saturated, the steam is turned off and the reservoir maybe left to “soak” a short period of time. This is followed by the production phase, when the oil flows, or is pumped, up the same wells to the surface. When production rates decline, another cycle of steam injection begins. This process is sometimes called “huff-and-puff” recovery and can be done utilizing vertical or horizontal wells.

Darcy (Darcies) – a measure of rock permeability (the degree to which natural gas or crude oil can move through the rocks).

Density – the heaviness of crude oil, indicating the proportion of large, carbon-rich molecules, generally measured in kilograms per cubic metre (kg/m3) or degrees on the American Petroleum Institute (API) scale.

Development Well – a well drilled within an area of a natural gas or oil reservoir to the depth of a stratigraphic horizon to which proven reserves have been assigned.

Diluents – light petroleum liquids used to dilute bitumen and heavy oil so they can flow through pipelines.

Drill Stem Test (“DST”) – a method of formation testing. The basic drill stem test tool consists of a packer or packers, valves or ports that may be opened and closed from the surface, and two or more pressure-recording devices. The tool is lowered on the drill string to the zone to be tested. The packer or packers are set to isolate and test the zone from the drilling fluid column.

Drill String – the column, or string, of drill pipe with attached tool joints that transmits fluid and rotational power from the drilling rig on the surface to the drill collars and the bit. Often, the term is loosely applied to include both drill pipe and drill collars.

Enhanced Oil Recovery – any method that increases oil production by using techniques or materials that are not part of normal pressure maintenance or water flooding operations. For example, natural gas can be injected into a reservoir to “enhance” or increase oil production.

Exploratory Well – a well drilled to find and produce natural gas or oil in an unproven area, to find a new reservoir in a field previously found to be productive of natural gas or oil in another reservoir, or to extend a known reservoir.

Farmout – an arrangement whereby the owner (the “Farmor”) of a lease assigns some ownership portion (or all) of the lease(s) to another company (the “Farmee”) in return for the Farmee paying for the drilling on at least some portion of the lease(s) under the Farmout.

Gross Acre/Hectare – a gross acre is an acre in which any portion of a working interest is owned. 1 acre = 0.404685 hectares. 1 hectare = 2.471054 acres.

Heavy Oil – oil having an API gravity less than 22.3 degrees.

Horizontal Well – the drilling of a well that deviates from the vertical and travels horizontally through a producing layer of a reservoir.

In situ – In the oil sands context (In situ means “in place” in Latin), In situ methods such as SAGD or CSS through horizontal or vertical wells maybe required to produce the oil if the oil sands deposits are too deep to mine from the surface.

Lease – a legal document giving an operator the right to drill for or produce oil or gas; also, the land on which a lease has been obtained.

License of Occupation (“LOC”) – a surface crown agreement issued by the Alberta Department of Sustainable Resources Development granting the mineral producer the right to occupy public lands for an approved purpose, usually issued primarily for access roads or to construct access roads, but may also be issued for other purposes.

Light Crude Oil – liquid petroleum which has a low density and flows freely at room temperature. Also called conventional oil, it has an API gravity of at least 22 degrees and a viscosity less than 100 centipoise (cP).

Mbbl or Mbbls – means one thousand barrels or thousands of barrels.

MMbbl or MMbbls – means one million barrels or millions of barrels.

Mineral Surface Lease (MSL) – a surface crown agreement issued by the Alberta Department of Sustainable Resources Development granting the mineral producer the right to construct a well site on publicly owned land.

Net Acre/Hectare – a net acre is the result that is obtained when the fractional ownership working interest of a lease is multiplied by gross acres of that lease.

Oil Sands – naturally occurring mixtures of bitumen, water, sand and clay that are found mainly in three areas of Alberta - Athabasca, Peace River and Cold Lake. A typical sample of oil sand might contain about 12% bitumen by weight.

Pay Zone (Net Oil Pay) – the producing part of a formation.

Permeability – the capacity of a reservoir rock to transmit fluids; or how easily fluids can pass through a rock. The unit of measurement is the darcy or millidarcy.

Porosity – the capacity of a reservoir to store fluids, the volume of the pore space within a reservoir, measured as a percentage.

Primary Recovery – the production of oil and gas from reservoirs using the natural energy available in the reservoirs and pumping techniques.

Saturation – the relative amount of water, oil, and gas in the pores of a rock, usually as a percentage of volume.

SEC – means United States Securities and Exchange Commission.

Section – in reference to a parcel of land, meaning an area of land comprising approximately 640 acres.

Solution Gas – natural gas that is found “in solution” within crude oil in underground reservoirs. When the oil comes to the surface, the gas expands and comes out of the solution.

Specific Gravity – The ratio of the heaviness of a substance compared to that of the same volume of water.

Steam-Assisted Gravity Drainage (“SAGD”) – pairs of horizontal wells (an upper well and a lower well) are drilled into an oil sands formation and steam is injected continuously into the upper well. As the steam heats the oil sands formation, the bitumen softens and drains into the lower well, from which it is brought to the surface.

Thermal Recovery – a type of improved recovery in which heat is introduced into a reservoir to lower the viscosity of heavy oils and to facilitate their flow into producing wells. The pay zone may be heated by injecting steam (steam drive) or by injecting air and burning a portion of the oil in place (in situ combustion).

Upgrading – the process that converts bitumen and heavy oil into a product with a density and viscosity similar to conventional light crude oil.

Viscosity – a measure of a fluid’s resistance to flow. To simplify, the oil’s viscosity represents the measure for which the oil wants to stay put when pushed by moving mechanical components. It varies greatly with temperature. The more viscous the oil the greater the resistance and the less easy it is for it to flow. Centipoise (cp) is the common unit for expressing absolute viscosity. Viscosity matters to producers because the oil’s viscosity at reservoir temperature determines how easily oil flows to the well for extraction.

CURRENCY EXCHANGE RATES

Our functional currency is the US dollar. Therefore, our accounts are reported in United States dollars. However, our Canadian subsidiaries maintain their accounts and records in Canadian dollars. As a result the Canadian dollar amounts are converted according to our stated foreign currency translation accounting policy, except where otherwise indicated, all dollar amounts herein are stated in United States dollars.

The following table sets forth the rates of exchange for the Canadian dollar, expressed in US dollars, in effect at the end of the following periods and the average rates of exchange during such periods, based on the noon rates of exchange for such periods as reported by the Bank of Canada.

Year ending September 30	2013		2012		2011		2010

Rate at end of year	$	0.9723	$	1.0166	$	0.9626	$	0.9711
Average rate for the year	$	0.9847	$	0.9927	$	1.0140	$	0.9609

Unless the context indicates another meaning, the terms “Company,” “Deep Well,” “we,” “us” and “our” refer to Deep Well Oil & Gas, Inc. and its subsidiaries through which it conducts business. For definitions of some terms used throughout this report, see “Glossary and Abbreviations”.

PART I

ITEM 1. BUSINESS

We are an emerging independent junior oil and gas exploration and development company headquartered in Edmonton, Alberta, Canada. Our immediate corporate focus is to develop the existing oil sands land base that we presently own in the Peace River oil sands area in North Central Alberta. Our principal office is located at Suite 700, 10150 – 100 Street NW, Edmonton, Alberta T5J 0P6, our telephone number is (780) 409-8144 and our fax number is (780) 409-8146. Deep Well Oil & Gas, Inc. is a Nevada corporation and our common stock trades on the OTCQB marketplace under the symbol DWOG. We maintain a web site at www.deepwelloil.com. The contents of our website are not part of this annual report on Form 10-K.

Formation of Organization

Deep Well Oil & Gas, Inc. was originally incorporated on July 18, 1988 under the laws of the state of Nevada as Worldwide Stock Transfer, Inc. On October 25, 1990, Worldwide Stock Transfer, Inc. changed its name to Illustrious Mergers, Inc. On June 18, 1991, a company known as Allied Devices Corporation was merged with and into Illustrious Mergers, Inc. and its name was at that time changed to Allied Devices Corporation. On August 19, 1996, a company called Absolute Precision, Inc. was merged with and into Allied Devices Corporation and it retained its name as Allied Devices Corporation.

On February 19, 2003, Allied Devices Corporation filed a Petition for Relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court in and for the Eastern District of New York titled In re: Allied Devices Corporation, et al., Chapter 11, Case No. 03-80962-511 (hereinafter referred to as the “Bankruptcy Action”).

On September 10, 2003, after notice to all creditors and a formal hearing, U.S. Bankruptcy Judge Melanie L. Cyganowski issued an “Order Confirming Liquidating Plan of Reorganization” in the Bankruptcy Action (hereinafter referred to as “Bankruptcy Order”). In conjunction with that Bankruptcy Order, Allied Devices Corporation’s (hereinafter referred to as the “Predecessor Company”) liabilities, among other things, were paid off and extinguished. The Bankruptcy Order, among other things, implemented a change of control and a group of new investors took control of the Predecessor Company and changed its name to Deep Well Oil & Gas, Inc.

Upon emergence from Chapter 11 proceedings, Deep Well adopted fresh-start reporting in accordance with the American Institute of Certified Public Accountants Statement of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code (SOP 90-7). For financial reporting purposes, Deep Well adopted the provisions of fresh-start reporting effective September 10, 2003. All periods presented prior to September 10, 2003, have been designated Predecessor Company.

Deep Well has two wholly owned subsidiaries under which it conducts its operations: (1) Northern Alberta Oil Ltd. (hereinafter referred to as “Northern”) from the date of acquisition, being June 7, 2005, incorporated under the Business Corporations Act (Alberta), Canada; and (2) Deep Well Oil & Gas (Alberta) Ltd. (hereinafter referred to as “Deep Well Alberta”), incorporated under the Business Corporations Act (Alberta), Canada on September 15, 2005.

Business Development

On April 26, 2004, Northern (formerly known as Mikwec Energy Canada, Ltd. and later acquired by Deep Well) signed a Joint Operating Agreement with Pan Orient Energy Ltd. (formerly known as Maxen Petroleum Inc. hereinafter referred to as “Pan Orient”) to provide for the manner of conducting operations on three Peace River oil sands leases for a total of 32 sections covering 20,243 gross acres (8,192 gross hectares). The 32 sections were acquired jointly on April 23, 2004, with Northern having an 80% working interest and Pan Orient having a 20% working interest in the joint lands.

On August 18, 2004, Deep Well and Pan Orient jointly participated in a public offering of Crown Oil Sands Rights held by the Alberta Department of Energy, in which the joint parties successfully bid on three Peace River oil sands leases for a total of 31 sections covering 19,610 gross acres (7,936 gross hectares). Deep Well acquired an undivided 80% working interest and Pan Orient acquired an undivided 20% working interest in the joint property.

On February 25, 2005, Deep Well and Northern entered into a farmout agreement (hereinafter referred to as the “Farmout Agreement dated February 25, 2005”) with Surge Global Energy, Inc. (hereinafter referred to as “Surge US”) and Signet Energy Inc. (formerly known as Surge Global Energy Canada Ltd., and hereinafter referred to as “Signet” or our “Former Farmout Partner”) (collectively, “Surge”). Signet subsequently merged with 1350826 Alberta Ltd. a wholly owned subsidiary of Andora Energy Corporation, and subsequently 1350826 Alberta Ltd. amalgamated with Andora Energy Corporation (hereinafter referred to as “Andora”, a company 71.8% owned by Pan Orient as of November 26, 2012). This agreement allowed Surge to earn up to a 40% working interest in the farmout lands (50% of our share). And on November 26, 2007, pursuant to the Minutes of Settlement between us, Andora and Signet, Signet acquired 40% of Northern’s working interest in 12 sections on two oil sands leases. As part of the transfer to Signet of the 40% working interest, two of the original oil sands leases were split into four oil sands leases.

On June 7, 2005, Deep Well acquired 100% of the common shares of Northern in exchange for 18,208,875 shares of Deep Well’s common stock. Under the terms of the agreement, Deep Well acquired one hundred percent (100%) of Northern’s issued and outstanding common stock and obtained exclusive options to acquire one hundred percent (100%) of Northern’s preferred stock. The agreement provided that one hundred percent (100%) of Northern’s common and preferred shareholders would exchange their Northern shares for newly issued shares of Deep Well’s restricted common stock. Deep Well, through its acquisition of Northern, acquired an 80% working interest in three Peace River oil sands leases, one oil sands permit and one petroleum and natural gas license for a total of 38.5 sections covering 24,355 gross acres (9,856 gross hectares). Through this acquisition our Company more than doubled its acreage position in the Peace River oil sands to 43,965 gross acres (17,792 gross hectares).

On September 15, 2005, Deep Well Alberta was incorporated in order to hold Deep Well’s Canadian oil sands leases, which it acquired on August 18, 2004, other than the oil sands leases already held by Northern.

On April 4, 2007, Deep Well acquired the remaining preferred shares of Northern not already owned by it, resulting in Northern becoming a 100% wholly owned subsidiary of Deep Well.

On November 19, 2008, we entered into an arrangement whereby Deep Well Alberta and Northern exchanged their 755,000 and 6,795,000 common shares of Signet, respectively, into 224,156 and 2,017,402 common shares of Andora, respectively. Andora is our joint venture partner in some of our Sawn Lake oil sands project.

On April 30, 2009, the Alberta Department of Energy approved our application to convert 5 sections of our oil sands permit to a 15-year primary lease. By drilling on these lands where the permits were set to expire, we have preserved title to 5 sections and now have a primary lease, which is valid for an additional 15 years.

Effective December 3, 2012, we entered into and closed upon a Purchase and Sale agreement with our former joint venture partner, 1132559 Alberta Ltd. (hereinafter referred to as “113”), pursuant to which we acquired 113’s 10% working interest in most of the Sawn Lake oil sands properties where we already owned working interests. As of December 3, 2012, after this acquisition, our Company increased our net acres in the Sawn Lake oil sands properties from 31,376 to 35,361 net acres (12,698 to 14,310 net hectares).

On July 30, 2013, we entered into a Steam Assisted Gravity Drainage Demonstration Project Joint Operating Agreement (hereinafter referred to as the “SAGD Project”) to jointly participate in a recently AER approved SAGD Project on our 25% (after the Farmout Agreement dated July 31, 2013 as disclosed below) owned oil sands properties located in North Central Alberta, Canada (also known as the Sawn Lake heavy oil reservoir). On August 15, 2013, and in accordance with the SAGD Project agreement and the amendments, we served notice (hereinafter referred to as the “Notice of Election”) to Andora of our election to participate in the SAGD Project. Upon signing the Notice of Election we were required to pay in full the cash calls for our initial share of the costs of the SAGD Project and we have since paid all the cash calls in full as per the Farmout Agreement dated July 31, 2013.

On July 31, 2013, we entered into farmout agreement (hereinafter referred to as the “Farmout Agreement dated July 31, 2013”) with an additional joint venture partner (hereinafter referred to as the “Farmee”) to fund our share of the recently AER approved SAGD Project at our Sawn Lake heavy oil reservoir in North Central Alberta, Canada. In accordance with the agreement the Farmee has agreed to provide up to $40,000,000 in funding for our portion of the costs for the SAGD Project, in return for a net 25% working interest in 12 sections where we have a working interest of 50% (before the Farmout Agreement dated July 31, 2013). As required by the agreement, the Farmee has since paid in full the cash calls in the amount of $11,014,946 Cdn to the operator of the SAGD Project for the Farmee’s share and our share of the initial costs of the SAGD Project. The Farmee will also provide funding to cover monthly operating expenses of our Company, of which the first such payment shall be in respect of the month of August 2013 and not to exceed $30,000 per month. In addition, by December 31, 2014, the Farmee has the option to elect to obtain an additional working interest of 40% to 45% in the remaining 56 sections of land where we have working interests ranging from 80% to 90%, by committing $110,000,000 of financing to our Company’s Sawn Lake oil sands project.

On October 9, 2013, and in connection to the SAGD Project Agreement dated July 30, 2013, we entered into a Water Rights Conveyance Agreement whereby we acquired a 25% working interest in one water source well and one water disposal well for a cost of $425,000 Cdn, which in turn was reimbursed to our Company by the Farmee. In conjunction with this acquisition our Company was issued a cash call from the operator in the amount of $1,058,568 Cdn for the expenditures relating to the water source well, water disposal well and pipelines to connect them to the SAGD Project surface facility. The Farmee has since paid us this cash call in the amount of $1,058,568 Cdn pursuant to the Farmout Agreement dated July 31, 2013 and we have in turn paid the joint venture operator.

Principal Product

At this time, our primary interest is the exploration for and production of oil in the Peace River oil sands area located in North Central Alberta, Canada. We are engaged in the identification, acquisition, exploration and development of oil and gas prospects. Our immediate focus is the oil sands leases we hold in the Peace River oil sands area. Our main objective is to develop our existing oil sands lease holdings as well as identify and develop other commercially viable oil and gas properties. Exploration and development for commercially viable production of any oil and gas company includes a high degree of risk which careful evaluation, experience and factual knowledge may not eliminate. Currently we have no production from our properties.

Sawn Lake Project – Peace River Oil Sands, Alberta, Canada

Currently, we have a 90% working interest in 51 sections on six oil sands leases where we are the operator, an 80% working interest in 5 sections on one oil sands lease where we are the operator, and a 25% working interest (after the Farmout Agreement dated July 31, 2013) in an additional 12 sections on two oil sands leases in the Peace River oil sands area of Alberta, Canada. These nine oil sands leases are all contiguous and cover 43,015 gross acres (17,408 gross hectares) with our Company having 33,463 net acres after the Farmout Agreement dated July 31, 2013 (13,542 net hectares). The focus of our Company’s operations is to exploit the heavy oil reservoir to establish proven reserves and to determine the best technology under which oil can be produced from our Sawn Lake project in order to initiate production and generate positive cash flow.

Our Company’s participation in the joint venture SAGD Project, as described above, is well underway and the operator has successfully completed the drilling of the first SAGD well pair for the joint venture project. As reported by the operator, final site preparation and construction of the steam generation facility is underway and equipment for the facility is ready for installation. Steam injection is scheduled to commence near the end of January 2014, with production anticipated in the first half of 2014.

Previously, we successfully completed a drilling program and drilled six vertical wells. In addition, we have a working interest in three horizontal wells, which were previously drilled under the Farmout Agreement dated February 25, 2005, and an interest in an additional two wells that we acquired from an unrelated third party. Since then we have been evaluating the options for production available to us to determine the preferable course of action. Drilling on 80% and now 90% owned lands have opened new avenues for testing and further development of our Sawn Lake project. In the fourth quarter of 2013, we received approval from the AER for our horizontal cyclic steam stimulation (hereinafter referred to as the “HCSS Project”) thermal recovery project application. It is anticipated that we will develop a thermal demonstration project on our properties followed by a commercial expansion project on one half section of land located on section 10-92-13W5 of our Sawn Lake oil sands properties.

Market and Distribution of Product

We anticipate our principal target market to be refiners, remarketers and other companies, some of which have pipeline facilities near our properties. In the event pipeline facilities are not conveniently available, we intend to truck our oil to alternative storage, refining or pipeline facilities. In such a case, if our production were enough to justify our own pipeline facilities we would consider building the necessary additional pipeline facilities.

We intend to sell our oil and gas production under both short-term (less than one year) and long-term (one year or more) agreements at prices negotiated with third parties. Under both short-term and long-term contracts, typically either the entire contract (in the case of short-term contracts) or the price provisions of the contract (in the case of long-term contracts) are renegotiated in intervals ranging in frequency from daily to annual. At this time we have no production and therefore no short-term or long-term contracts. We will adopt specific sales and marketing plans once production is achieved.

Market pricing for bitumen is seasonal, with lower prices in and around the calendar year-end being the norm due to lower demand for asphalt and other bitumen-derived products. By necessity, bitumen is regularly blended with diluent in order to facilitate its transportation through pipelines to North American markets. As such, the effective field price for bitumen is also directly impacted by the input cost of the diluent required, the demand and price of which is also seasonal in nature (higher in winter as colder temperatures necessitate more diluent for transportation). Consequently, bitumen pricing is usually weakest in and around December and not reflective of the annual average realized price or the economics of the “business” overall. We have been advised that, to price bitumen, marketers apply formulas that take as a reference point the prices published for crude oil of particular qualities such as “Western Canadian Select”, “Brent Crude Oil”, “Crude Bitumen 9 API Plant Gate”, “Edmonton light”, “Lloydminster blend”, or the more internationally known “West Texas Intermediate” (hereinafter referred to as “WTI”).

The price of oil and natural gas sold is determined by negotiation between buyers and sellers. An order from the National Energy Board (hereinafter referred to as “NEB”) is required for oil and gas exports from Canada. The NEB is a federal agency which was formed in 1959 by the Parliament of Canada to regulate oil, gas and electric utility industries. The NEB monitors the supply and demand of oil, as it does with natural gas, to ensure quantities exported do not exceed the surplus remaining after Canadian requirements have been met. Any oil export to be made pursuant to an export contract that exceeds a certain duration or quantity requires an exporter to obtain authorization from the NEB. Natural gas exported from Canada is also subject to similar regulation by the NEB. Exporters are free to negotiate prices and other terms with purchasers provided that the export contracts meet certain criteria prescribed by the NEB. The government of Alberta also regulates the volume of natural gas, which may be removed from the province for consumption elsewhere based on such factors as reserve availability, transportation arrangements and market considerations.

Competitive Business Conditions

We operate in a highly competitive environment, competing with major integrated and independent energy companies for desirable oil and natural gas properties as well as for the equipment, labour and materials required to develop and operate those properties. Many of our competitors have longer operating histories and substantially greater financial and other resources greater than ours. Many of these companies not only explore for and produce crude oil and natural gas, but also carry on refining operations and market petroleum and other products on a worldwide basis. Our larger competitors, by reason of their size and relative financial strength, can more easily access capital markets than we can and may enjoy a competitive advantage, whereas we may incur higher costs or be unable to acquire and develop desirable properties at costs we consider reasonable because of this competition. Larger competitors may be able to absorb the burden of any changes in laws and regulation in the jurisdictions in which we do business and handle longer periods of reduced prices of gas and oil more easily than we can. Our competitors may be able to pay more for productive oil and natural gas properties and may be able to define, evaluate, bid for and purchase a greater number of properties and prospects than we can. Our ability to acquire additional properties in the future will depend upon our ability to conduct efficient operations, evaluate and select suitable properties, implement advanced technologies and consummate transactions in a highly competitive environment.

Competitive conditions may be substantially affected by various forms of energy legislation and/or regulation considered from time to time by the government of Canada and other countries as well as factors that we cannot control, including international political conditions, overall levels of supply and demand for oil and gas, and the markets for synthetic fuels and alternative energy sources.

Customers

As we remain in the exploration stage, we have not yet generated any revenues from production, nor do we have any customers at this time. We anticipate our principal target customers to be refiners, remarketers and other companies.

Royalty Agreements

Through the acquisition of Northern, we potentially became a party to the following:

On December 12, 2003, Nearshore Petroleum Corporation (hereinafter referred to as “Nearshore”) entered into a royalty agreement with Mikwec Energy Canada, Ltd. (now known as Northern) that potentially encumbers six oil sands leases covering 23,405 gross acres (9,472 gross hectares) located within our Sawn Lake properties (hereinafter the “Royalty Agreement”). Nearshore claimed a 6.5% gross overriding royalty from Northern on the leased substances on the land interests which Northern holds in the above six oil sands leases. Nearshore was a private corporation incorporated in Alberta, Canada, and was owned and controlled by Mr. Steven P. Gawne and his wife, Mrs. Rebekah J. Gawne, who each owned 50% of Nearshore. Mr. Steven P. Gawne was formerly the President, Chief Executive Officer and Director of Deep Well from February 6, 2004 to June 29, 2005. Nearshore has purportedly transferred part or all of this Royalty Agreement to other parties.

On February 28, 2005, Deep Well and Northern and our Former Farmout Partner agreed that our Company would be responsible for the portion of the claimed 6.5% royalty payable by our Former Farmout Partner, if any, on lands earned under the Farmout Agreement dated February 25, 2005. This liability could arise by virtue of a Royalty Agreement between Northern and Nearshore dated December 12, 2003. This potential obligation of our Company was further modified on November 26, 2007, when it was agreed between our Company and our Former Farmout Partner that our Company would not be liable or obligated to pay any of this claimed portion of the royalty due, if any, on the 3% portion of the royalty acquired by our Former Farmout Partner.

Government Approval and Crown Royalties

Exploration and Production. Our operations are subject to Canadian federal and provincial governmental regulations. Such regulations include: requiring approval and licenses for the drilling of wells, regulating the location of wells and the method and ability to produce wells, surface usage and the restoration of land upon which wells have been drilled, the plugging and abandoning of wells and the transportation of production from our wells. Our operations are also subject to various conservation regulations, including the regulation of in-situ recovery processes, the size of spacing units, the number of wells which may be drilled in a unit, the unitization or pooling of oil and gas properties, the rate of production allowable from oil and gas wells, and the ability to produce oil and gas.

The North American Free Trade Agreement. The North American Free Trade Agreement (hereinafter referred to as “NAFTA”) grants Canada the freedom to determine whether exports to the United States or Mexico will be allowed. In making this determination, Canada must ensure that any export restrictions do not (i) reduce the proportion of energy exported relative to the supply of the energy resource; (ii) impose an export price higher than the domestic price; or (iii) disrupt normal channels of supply. All parties to NAFTA are also prohibited from imposing minimum export or import price requirements.

Investment Canada Act. The Investment Canada Act requires notification and/or review by the Government of Canada in certain cases, including but not limited to, the acquisition of control of a Canadian Business by a non-Canadian. In certain circumstances, the acquisition of a working interest in a property that contains recoverable reserves will be treated as the acquisition of an interest in a “business” and may be subject to either notification or review, depending on the size of the interest being acquired and the asset size of the business.

Crown Royalties and Incentives. Each province and the federal government of Canada have legislation and regulations governing land tenure, royalties, production rates and taxes, environmental protection and other matters under their respective jurisdictions. The royalty regime is a significant factor in the profitability of oil and natural gas production. Royalties payable on production from lands other than Crown lands are determined by negotiations between the parties. Crown royalties are determined by government regulation and are generally calculated as a percentage of the value of the gross production with the royalty rate dependent in part upon prescribed reference prices, well productivity, geographical location, field discovery date and the type and quality of the petroleum product produced. From time to time, the governments of Canada and Alberta have established incentive programs such as royalty rate reductions, royalty holidays, tax credits and drilling royalty credits. These incentives are for the purpose of encouraging oil and natural gas exploration or enhanced recovery projects. These incentives generally increase cash flow.

Effective January 1, 2009, oil sands royalties in Alberta are calculated using a sliding scale for royalty rates ranging from 1% to 9% pre-payout and 25% to 40% post-payout depending on the world oil price. Project “payout” refers to the point in which we earn sufficient revenues to recover all of the allowed costs for the project plus a return allowance. The base royalty starts at 1% and increases for every dollar the world oil price, as reflected by the WTI, is priced above $55 per barrel, to a maximum of 9% when oil is priced at $120 per barrel or greater. The net royalty starts at 25% and increases for every dollar oil is priced above $55 per barrel to 40% when oil is priced at $120 or higher.

Research and Development

We had no material scientific research and development costs for the fiscal years ended September 30, 2013, 2012 and 2011.

Environmental Laws and Regulations

The oil and natural gas industry is subject to environmental laws and regulations pursuant to Canadian local, provincial and federal legislation. Environmental legislation provides for restrictions and prohibitions on releases or emissions of various substances produced or utilized in association with certain oil and gas industry operations. In addition, legislation requires that well and facility sites be monitored, abandoned and reclaimed to the satisfaction of provincial authorities. A breach of such legislation may result in the imposition of fines and penalties. Under these laws and regulations, we could be liable for personal injury, clean-up costs and other environmental and property damages as well as administrative, civil and criminal penalties. Accordingly, we could be liable or could be required to cease production on properties if environmental damage occurs. Although we maintain insurance coverage, the costs of complying with environmental laws and regulations in the future may harm our business. Furthermore, future changes in environmental laws and regulations could occur that result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, any of which could have a material adverse effect on our financial condition or results of operations. We maintain commercial property and general liability insurance coverage on the properties we operate. We also maintain operators extra expense insurance which provides coverage for well control incidents specifically relating to regaining control of a well, seepage, pollution, clean-up and containment. No coverage is maintained with respect to any fine or penalty required to be paid due to a violation of the regulations set out by the federal and provincial regulatory authorities. We are committed to meeting our responsibilities to protect the environment and anticipate making increased expenditures of both a capital and expense nature as a result of the increasingly stringent laws relating to the protection of the environment.

Alberta’s new climate change regulation, effective July 1, 2007, requires Alberta facilities that emit more than 100,000 tonnes of greenhouse gases a year to reduce emissions intensity by 12 per cent. Companies have four choices to meet their reductions: 1.) they can make operating improvements to their operations that will result in greenhouse gas emission reductions; 2.) purchase Alberta based offset credits; 3.) contribute to the Climate Change and Emissions Management Fund; and 4.) purchase or use emission performance credits, also called EPCs, these credits are generated by facilities that have gone beyond the 12% mandatory intensity reduction. EPCs can be banked for future use or sold to other facilities that need to meet the reduction target.

On June 18, 2009, the Canadian government passed the new Environmental Enforcement Act (“EEA”). The EEA was created to strengthen and amend nine existing Statutes that relate to the environment and to enact provisions respecting the enforcement of certain Statutes that relate to the environment. The EEA amends various enforcement, offence, penalty and sentencing provisions to deter offenders from committing offences under the EEA by setting minimum and maximum fines for serious offences. The EEA also gives enforcement officers new powers to investigate cases and grants courts new sentencing authorities that ensure penalties reflect the seriousness of the pollution and wildlife offences. The EEA also expands the authority to deal with environmental offenders by: 1.) specifying aggravating factors such as causing damage to wildlife or wildlife habitat, or causing damage that is extensive, persistent or irreparable; 2.) providing fine ranges that are higher for corporate offenders than for individuals; 3.) doubling fine ranges for repeat offenders; 4.) authorizing the suspension and cancellation of licenses, permits or other authorizations upon conviction; 5.) requiring corporate offenders to report convictions to shareholders; and 6.) mandating the reporting of corporate offences on a public registry.

Employees

Our Company currently has two prime subcontractors and three full-time employees. For further information on our subcontractors see “Compensation Arrangements for Executive Officers” under Item 11 “Executive Compensation”. We expect to hire from time to time more employees, independent consultants, and contractors during the stages of implementing our plans.

ITEM 1A. RISK FACTORS

An investment in our common stock is speculative and involves a high degree of risk and uncertainty. You should carefully consider the risks described below, together with the other information contained in our reports filed with the SEC, including the consolidated financial statements and notes thereto of our Company before deciding to invest in our common stock. The risks described below are not the only ones facing our Company. Additional risks not presently known to us, or that we presently consider immaterial may also adversely affect our Company. If any of the following risks occur, our business, financial condition and results of operations and the value of our common stock could be materially and adversely affected.

Any Development Of Our Resources Will Be Subject To Crown Royalties. The royalty regime of Alberta is a significant factor in the profitability of oil and natural gas production in Alberta, Canada. Crown royalties are determined by government regulation and are generally calculated as a percentage of the value of the gross production with the royalty rate dependent in part upon prescribed reference prices, well productivity, geographical location, field discovery date and the type and quality of the petroleum product produced. From time to time, the governments of Canada and Alberta have established incentive programs such as royalty rate reductions, royalty holidays, tax credits, drilling royalty credits and well incentive programs. These incentives are for the purpose of encouraging oil and natural gas exploration or enhanced recovery projects. These incentives generally increase cash flow. Penalties and interest may be charged to us if we fail to remit royalties on our production to the Crown as prescribed in the regulation.

We Are An Exploration Stage Company Implementing A New Business Plan. We are an exploration stage Company with only a limited operating history upon which to base an evaluation of our current business and future prospects, and we have just begun to implement our business plan. Since our inception, we have suffered recurring losses from operations and have been dependent on new investment to sustain our operations. During the years ended September 30, 2013 and 2012 we reported net losses of $2,463,403 and $1,095,050 respectively.

The Successful Implementation Of Our Business Plan Is Subject To Risks Inherent In The Heavy Oil Business. Our heavy oil operations are subject to the economic risks typically associated with exploration, development and production activities, including the necessity of significant expenditures to locate and acquire properties and to drill exploratory wells. In addition, the cost and timing of drilling, completing, operating and acquiring regulatory approval for thermal recovery operations on our wells is often uncertain. In conducting exploration and development activities, the presence of unanticipated pressure or irregularities in formations, miscalculations or accidents may cause our exploration, development and production activities to be unsuccessful. This could result in a total loss of our investment in a particular property. If exploration efforts are unsuccessful in establishing proven reserves and exploration activities cease, the amounts accumulated as unproven costs will be charged against earnings as impairments. Our exploitation and development of oil and gas reserves depends upon access to the areas where our operations are to be conducted. We conduct a portion of our operations in regions where we are only able to do so on a seasonal basis. Unless the surface is sufficiently frozen, we are unable to access our properties, drill or otherwise conduct our operations as planned. In addition, if the surface thaws earlier than expected, we must cease our operations for the season earlier than planned. Our operations are affected by road bans imposed from time to time during the break-up and thaw period in the spring. Road bans are also imposed due to spring-break up, heavy rain, mud, rock slides and periods of high water, which can restrict access to our well sites and potential production facility sites. Our inability to access our properties or to conduct our operations as planned will result in a shutdown or slowdown of our operations, which will adversely affect our business.

We Rely On Independent Experts And Technical Or Operational Service Providers Over Whom We May Have Limited Control. The success of our business is dependent upon the efforts of various third parties that we do not control. We rely upon various companies to assist us in identifying desirable oil prospects to acquire and to provide us with technical assistance and services. We also rely upon the services of geologists, geophysicists, chemists, engineers and other scientists to explore and analyze oil prospects to determine a method in which the oil prospects may be developed in a cost-effective manner. In addition, we rely upon the owners and operators of oil drilling equipment to drill and develop our prospects to production. Although we have developed relationships with a number of third-party service providers, we cannot assure that we will be able to continue to rely on such persons. If any of these relationships with third-party service providers are terminated or are unavailable on commercially acceptable terms, we may not be able to execute our business plan. Our limited control over the activities and business practices of these third parties, any inability on our part to maintain satisfactory commercial relationships with them or their failure to provide quality services could materially and adversely affect our business, results of operations and financial condition.

Our Interests Are Held In The Form Of Leases That We May Be Unable To Retain. Our Sawn Lake property is held under leases and working interests in leases. These leases we are a party to are for a fixed term of 15 years, but contain a provision that allows us to extend the term of the lease so long as we meet the minimum level of evaluation as set out by the Government of Alberta tenure guidelines. If we or the holder of a lease fails to meet the specific requirements of the lease regarding delay or non-payment of rental payments or we or the holder of the lease fail to meet the minimum level of evaluation, some or all of our leases may terminate or expire. There can be no assurance that any of the obligations required to maintain each lease will be met. The termination or expiration of our leases or the working interests relating to leases may reduce our opportunity to exploit a given prospect for oil production and thus have a material adverse effect on our business, results of operations and financial condition.

We Expect Our Operating Expenses To Increase Substantially In The Future And We May Need To Raise Additional Funds. We have a history of net losses and expect that our operating expenses will increase substantially over the next 12 months as we continue to implement our business plan. In addition, we may experience a material decrease in liquidity due to unforeseen capital calls or other events and uncertainties. As a result, we may need to raise additional funds, and such funds may not be available on favourable terms, if at all. If we cannot raise funds on acceptable terms, we may not be able to execute our business plan, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. This may seriously harm our business, results of operations and financial condition.

Our Ability To Produce Sufficient Quantities Of Oil From Our Properties May Be Adversely Affected By A Number Of Factors Outside Of Our Control. The business of exploring for and producing oil and gas involves a substantial risk of investment loss. Drilling oil wells involves the risk that the wells may be unproductive or that, although productive, the wells may not produce oil in economic quantities. Other hazards such as unusual or unexpected geological formations, pressures, fires, blowouts, loss of circulation of drilling fluids or other conditions may substantially delay or prevent completion of any well. Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic due to pressure depletion, water encroachment, mechanical difficulties, etc., which impair or prevent the production of oil and/or gas from the well. There can be no assurance that oil will be produced from the properties in which we have interests. Marketability of any oil that we acquire or discover may be influenced by numerous factors beyond our control. The marketability of our production will depend on the proximity of our reserves to and the capacity of, third party facilities and services, including oil and natural gas gathering systems, pipelines, trucking or terminal facilities, and processing facilities. The unavailability or insufficient capacity of these facilities and services could force us to shut-in producing wells, delay the commencement of production, or discontinue development plans for some of our properties, which would adversely affect our financial condition and performance. There may be periods of time when pipeline capacity is inadequate to meet our oil transportation needs. During periods when pipeline capacity is inadequate, we may be forced to reduce production or incur additional expense as existing production is compressed to fit into existing pipelines. Other risk factors include availability of drilling and related equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection. We cannot predict how these factors may affect our business.

We Do Not Control All Of Our Operations. We do not operate all of our properties and we therefore have limited influence over the testing, drilling and production operations of those properties. Currently, we have a 90% working interest in 51 sections on six oil sands leases, an 80% working interest in 5 sections on one oil sands lease, where we are the operator of the 80% and 90% leases. We also have a 25% working interest (after the Farmout Agreement dated July 31, 2013) in an additional 12 sections on two oil sands leases where one of our joint venture partners is the operator. These nine oil sands leases, which are all contiguous, cover 43,015 gross acres (17,408 gross hectares) where we currently have 33,463 net acres (13,542 net hectares). All nine oil sands leases are located in the Peace River oil sands area of Alberta, Canada. Our lack of operational control of the 12 sections, currently not operated by us, could result in the following:

·	The Operator might initiate exploration or development on a faster or slower pace than we prefer;

·	The Operator might propose to drill more wells or build more facilities on a project than we have funds for or that we deem appropriate, which could mean that we are unable or decline to participate in the project or share in the revenues generated by the project;

If the Operator refuses to initiate a project on these 12 sections, we might be unable to pursue a project on those sections unless we directly pay the entire cost thereof. In such a scenario, the Joint Operating Agreements governing the relationship of the joint interest owners in Sawn Lake allow a party to recoup the costs which are paid on behalf of other non-participating joint owners in addition to penalties because of their non-participation.

Any of these events could materially reduce the value of those properties affected.

We Are Party To a Lawsuit And Will Be Adversely Affected If We Are Found To Be Liable In Connection With Any Legal Proceedings. We are party to a lawsuit described in this annual report on Form 10-K under the heading “Legal Proceedings”. We intend to vigorously defend ourselves against the claims made in the lawsuit, and while we believe that the likelihood of an adverse outcome is remote we cannot predict the outcome of these proceedings, the commencement or outcome of any future proceedings against us, or whether any such proceeding would lead to monetary damages that would have a material adverse effect on our financial position.

Aboriginal Peoples May Make Claims Regarding The Lands On Which Our Operations Are Conducted. Aboriginal peoples have claimed aboriginal title and rights to a substantial portion of western Canada. Since aboriginal peoples have filed a claim claiming aboriginal title or rights to the lands on which some of our properties are located, and if such a claim is successful, it could have a material adverse effect on our operations.

The AER governs our operations in Alberta, Canada and they have implemented a new directive (Directive 056) that the Alberta Government issued its First Nations Consultation Policy on Land Management and Resource Development on May 16, 2005. The AER expects that all industry applicants must adhere to this policy and the consultation guidelines. These requirements and expectations apply to the licensing of all new energy developments and all modifications to existing energy developments, as covered in Directive 056. In the policy, the Alberta Government has developed consultation guidelines to address specific questions about how consultation for land management and resource development should occur in relation to specific activities. Prior to filing an application, the applicant must address all questions, objections, and concerns regarding the proposed development project and attempt to resolve them. This includes concerns and objections raised by members of the public, industry, government representatives, First Nations, Métis, and other interested parties. This process can cause significant delays in obtaining a drilling permit for exploration and/or a production well license for both oil and gas.

Our Operations Are Subject To A Wide Range of Environmental Legislation and Regulation From All Levels Of Government Of Which We Have No Control. Environmental legislation imposes, among other things, restrictions, liabilities and obligations in connection with the generation, handling, storage, transportation, treatment and disposal of hazardous substances and waste and in connection with spills, releases and emissions of various substances into the environment. As well, environmental regulations are imposed on the qualities and compositions of the products sold and imported. Environmental legislation also requires that wells, facility sites and other properties associated with our operations be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. In addition, certain types of operations, including exploration and development projects and significant changes to certain existing projects, may require the submission and approval of environmental impact assessments. Compliance with environmental legislation can require significant expenditures, and failure to comply with environmental legislation may result in the imposition of fines and penalties and liability for cleanup costs and damages. We cannot assure that the costs of complying with environmental legislation in the future will not have a material adverse effect on our financial condition or results of operations. We anticipate that changes in environmental legislation may require, among other things, reductions in emissions to the air from its operations and result in increased capital expenditures. Future changes in environmental legislation could occur and result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, which could have a material adverse effect on our results of operations and financial condition.

Market Fluctuations In The Prices Of Oil Could Adversely Affect Our Business. Prices for oil tend to fluctuate significantly in response to factors beyond our control. These factors include, but are not limited to, the continued threat of war in the Middle East and actions of the Organization of Petroleum Exporting Countries and its maintenance of production constraints, the U.S. economic environment, weather conditions, the availability of alternate fuel sources, transportation interruption, the impact of drilling levels on crude oil and natural gas supply, and the environmental and access issues that could limit future drilling activities for the industry.

Changes in commodity prices may significantly affect our capital resources, liquidity and expected operating results. Price changes directly affect revenues and can indirectly impact expected production by changing the amount of funds available to reinvest in exploration and development activities. Reductions in oil and gas prices not only reduce revenues and profits, but could also reduce the quantities of reserves that are commercially recoverable. Significant declines in prices could result in non-cash charges to earnings due to impairment.

Changes in commodity prices may also significantly affect our ability to estimate the value of producing properties for acquisition and divestiture and often cause disruption in the market for oil producing properties, as buyers and sellers have difficulty agreeing on the value of the properties. Price volatility also makes it difficult to budget for and project the return on acquisitions and development and exploitation of projects. We expect that commodity prices will continue to fluctuate significantly in the future.

Our Stock Price Could Decline. Our common stock is traded on the OTCQB marketplace. There can be no assurance that an active public market will continue for our common stock or that the market price for our common stock will not decline below its current price. Such price may be influenced by many factors, including but not limited to, investor perception of us and our industry and general economic and market conditions. The trading price of our common stock could be subject to wide fluctuations in response to announcements of our business developments or our competitors, quarterly variations in operating results, and other events or factors. In addition, stock markets have experienced extreme price volatility in recent years. This volatility has had a substantial effect on the market prices of companies, at times for reasons unrelated to their operating performance. Such broad market fluctuations may adversely affect the price of our common stock. Our stock price may decline as a result of future sales of our shares or the perception that such sales may occur.

We Could Be Subject To SEC Penalties If We Do Not File All Of Our SEC Reports. Although we are presently up to date in our filings, in the past we have not timely filed all of our annual and quarterly reports required to be filed by us with the U.S. Securities and Exchange Commission (“SEC”), in a timely manner. It is possible that the SEC could take enforcement action against us, including potentially the de-registration of our securities, if we fail to file our annual and quarterly reports in a timely manner as required by the SEC. If the SEC were to take any such actions, it could adversely affect the liquidity of trading in our common stock and the amount of information about our Company that is publicly available.

Broker-Dealers Are Not Permitted To Solicit Trades In Our Common Stock. Our common stock is considered to be a “penny stock” because it meets one or more of the definitions of “penny stock” in the Exchange Act Rule 3a51-1. The principal result or effect of being designated a “penny stock” is that securities broker-dealers cannot recommend the stock and may only trade in it on an unsolicited basis.

Risks Related To Broker-Dealer Requirements Involving Penny Stocks / Risks Affecting Trading and Liquidity. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. These rules may have the effect of reducing the level of trading activity in the secondary market, if and when one develops.

Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be “penny stock.” Moreover, SEC Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Pursuant to the Penny Stock Reform Act of 1990, broker-dealers are further obligated to provide customers with monthly account statements. Compliance with the foregoing requirements may make it more difficult for investors in our stock to resell their shares to third parties or to alternatively dispose of them in the market or otherwise.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Office Leases

We lease and maintain office space in Edmonton, Alberta for corporate and administrative operations; this lease expired on December 31, 2013. We are currently negotiating the terms of entering into a new lease for our Edmonton office space. We previously leased and maintained an office space in Calgary, Alberta; this lease expired on November 30, 2012 and was not renewed.

Oil and Gas Properties

Acreage

Currently, we have a 90% working interest in 51 sections on six oil sands leases, an 80% working interest in 5 sections on one oil sands lease, and a 25% working interest (after the Farmout Agreement dated July 31, 2013) in an additional 12 sections on two oil sands leases in the Peace River oil sands area of Alberta, all of these sections are contiguous. These nine oil sands leases cover 43,015 gross acres (17,408 gross hectares). Of the 68 contiguous sections on nine oil sands leases, one of our joint venture partners is the operator of 12 sections on two oil sands leases where we have a 25% working interest (after the Farmout Agreement dated July 31, 2013), and we are the operator on 56 sections on seven oil sands leases where we have working interests of either 80% or 90%. For further information, see Oil and Gas Properties on our Balance Sheet and Note 3 and 4 of the notes to the consolidated financial statements included in this annual report on Form 10-K.

The following table summarizes our gross and net developed and undeveloped oil and natural gas rights under lease as of December 31, 2013.

OIL SANDS RIGHTS as of December 31, 2013
	Gross Hectares		Net Hectares		Gross Acres		Net Acres
Oil Sands Developed Acreage
Sawn Lake – Peace River oil sands area, Alberta, Canada	None		None		None		None
Total	None		None		None		None

Oil Sands Undeveloped Acreage
Sawn Lake – Peace River oil sands area, Alberta, Canada
51 sections (1)		13,056		11,750		32,261		29,035
5 sections (2)		1,280		1,024		3,163		2,530
12 sections (3)		3,072		768		7,591		1,898
Total		17,408		13,542		43,015		33,463

TOTAL HECTARES/ACRES		17,408		13,542		43,015		33,463
(1) 90% working interest.
(2) 80% working interest.
(3) 25% working interest after the Farmout Agreement dated July 31, 2013.

A developed acre is considered to mean those acres spaced or assignable to productive wells; a gross acre is an acre in which a working interest is owned, and a net acre is the result that is obtained when the fractional ownership working interest of a lease is multiplied by gross acres of that lease. The number of net acres is the sum of the fractional working interests owned in gross acres expressed as whole numbers and fractions thereof.

Undeveloped acreage is considered to be those lease acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil or natural gas, regardless of whether or not that acreage contains proven reserves, but does not include undrilled acreage held by production under the terms of a lease. As is customary in the oil and gas industry, we can generally retain our interest in undeveloped acreage by drilling activity that establishes commercial production sufficient to maintain the leases, or by paying delay rentals during the remaining primary term of such a lease. The oil sands leases in which we have an interest are for a primary term of 15 years, and if we meet the Minimum Level of Evaluation (“MLE”) as set out by the Alberta Government oil sands tenure guidelines we can continue these leases beyond their primary term for an indefinite period.

The Government of Alberta owns the land and we have acquired the rights to perform oil and gas activities on these lands. If we meet the conditions of the 15-year leases we will be permitted to drill on and produce oil from the land into perpetuity. These conditions give us until the expiration of the leases to meet the following requirements on our primary oil sands leases:

a) drill 68 wells throughout the 68 sections; or

b) drill 44 wells within the 68 sections and having acquired and processed 2 miles of seismic on each other undrilled section.

We plan to meet the second of these conditions. As at December 31, 2013, we have an interest in ten wells, which can be counted toward these requirements.

We have also identified two other wells drilled on these leases, which may be included in the satisfaction of the MLE requirements. We have also acquired and processed 25 miles of seismic on the leases, which can be counted toward the MLE requirements.

Reserves, Production and Delivery Commitments

We did not engage in any sustained production activities during the years ending September 30, 2013, 2012 and 2011 nor did we have any proven reserves at the end of such periods. We do not have any obligations under existing delivery commitment contracts or agreements calling for the provision of fixed and determinable quantities of oil and gas over the next three years, and have therefore not filed any information or reports with any federal authority or agency containing estimates of total proven developed or undeveloped net oil or gas reserves.

Drilling Activity

We had no drilling activity during the years ended September 30, 2012, 2011 and 2010. See Present Activities below.

Present Activities

Effective December 3, 2012, we entered into and closed upon a Purchase and Sale agreement with 113, one of our former joint venture partners, pursuant to which we acquired 113’s 10% working interest in most of the Sawn Lake oil sands properties where we already own working interests in the Peace River oil sands area of Alberta.

On July 30, 2013, we entered into a joint SAGD Project agreement with a joint venture partner to participate in a recently AER approved SAGD Project on our 25% (post Farmout Agreement dated July 31, 2013) owned oil sands properties located in North Central Alberta, Canada (also known as the Sawn Lake heavy oil reservoir). On August 15, 2013, and in accordance with the SAGD Project Agreement and the Amendment, we served notice (“Notice of Election”) to our joint venture partner of our election to participate in the SAGD Project. Upon signing the Notice of Election we were required to pay in full the cash calls for our initial share of the costs of the SAGD Project and we have since paid all the cash calls in full as per the Farmout Agreement dated July 31, 2013.

On July 31, 2013, we entered into Farmout Agreement dated July 31, 2013” with a new joint venture partner (the “Farmee”) to fund our share of the recently AER approved SAGD Project at our Sawn Lake heavy oil reservoir in North Central Alberta, Canada. In accordance with the agreement the Farmee has agreed to provide up to $40,000,000 in funding for our portion of the costs for the SAGD Project, in return for a net 25% working interest in 12 sections where we have a working interest of 50% (before the Farmout Agreement dated July 31, 2013). As required by the agreement, the Farmee has since paid in full the cash calls in the amount of $11,014,946 Cdn to the operator of the SAGD Project for the Farmee’s share and our share of the initial costs of the SAGD Project. The Farmee will also provide funding to cover monthly operating expenses of our Company, of which the first such payment shall be in respect of the month of August 2013 and not to exceed $30,000 per month. In addition, by December 31, 2014, the Farmee has the option to elect to obtain an additional working interest of 40% to 45% in the remaining 56 sections of land where we have working interests ranging from 80% to 90%, by committing $110,000,000 of financing to our Company’s Sawn Lake oil sands project.

In August of 2013, we received approval from the AER for our HCSS Project application. It is anticipated that we will develop a thermal demonstration project on our properties followed by a commercial expansion project on one half section of land located on section 10-92-13W5 of the joint Sawn Lake properties. This application, submitted in early 2012, was an application to modify our previously approved in-situ demonstration project for a well to test thermal production on our Sawn Lake oil sands leases. This modification changed the vertical CSS well earlier approved, into a thermal recovery project to test 2 wells that use a horizontal application of CSS. Our proposed HCSS Project will be located on the north half of section 10-92-13W5, which has good road access on hard packed roads recently built by a third party owning P&NG rights in the area. This proposed thermal recovery project location is approximately 1.4 kilometers away from the nearest hard packed road.

On October 9, 2013, and in connection to the SAGD Project agreement dated July 30, 2013, we entered into a Water Rights Conveyance Agreement whereby we acquired a 25% working interest in one water source well and one water disposal well for a cost of $425,000 Cdn, which in turn was reimbursed to our Company by the Farmee. In conjunction with this acquisition our Company was issued a cash call from the operator in the amount of $1,058,568 Cdn for the expenditures relating to the water source well, water disposal well and pipelines to connect them to the SAGD Project surface facility. The Farmee has since paid us this cash call in the amount of $1,058,568 Cdn pursuant to the Farmout Agreement dated July 31, 2013 and we have in turn paid the joint venture operator.

On October 18, 2013, the operator spudded the first SAGD Project well pair for our joint venture project and both wells were successfully drilled and completed in mid-November of 2013. Prior to the spud of the SAGD Project well pair, our last drilling activity was in the 2009 year end, during which we drilled 6 wells used to delineate our reservoir and plan for our HCSS Project.

Currently we have in place joint operating agreements with one joint venture partner to manage our joint oil sands leases, which are all based on the 1990 Canadian Association of Petroleum Landmen (hereinafter referred to as “CAPL”) Operating Procedure. Under these agreements our joint oil sands leases were evaluated seismically, geologically and by drilling to establish the continuity and the distribution of the crude bituminous-bearing Bluesky reservoir zone across our joint lands. The development progress of our properties is governed by several factors such as federal and provincial governmental regulations. Long lead times in getting regulatory approval for thermal recovery projects are commonplace in our industry. Road bans, winter access only roads and environmental regulations can and often do delay development of similar projects. Because of these and other factors, our oil sands project can take significantly longer to complete than regular conventional drilling programs for lighter oil. To date; our geological, engineering and economic studies lead us to believe that our working interest can support full profitable commercial production.

Past Activities

On April 26, 2004, Northern (now a 100% owned subsidiary of Deep Well) signed a Joint Operating Agreement with Pan Orient to provide for the manner of conducting operations on three Peace River oil sands leases for a total of 32 sections covering 20,243 gross acres (8,192 gross hectares). These 32 sections were acquired jointly on April 23, 2004, with Northern having an 80% working interest and Pan Orient having a 20% working interest in the joint lands.

On December 9, 2004, Deep Well signed Joint Operating Agreements with 113 under which 113 acknowledged the terms under which their 10% working interest acquired from Pan Orient in the joint lands acquired on August 18, 2004, would be governed.

On February 25, 2005, as previously disclosed in this annual report on Form 10-K, Deep Well and Northern entered into a Farmout Agreement dated February 25, 2005 with Surge. This Farmout Agreement dated February 25, 2005 allowed Surge (previously known as Signet and now known as Andora) to earn up to a 40% working interest in the farmout lands (50% of our share). And on November 26, 2007, pursuant to the Minutes of Settlement between us, Andora and Signet, Signet acquired 40% of our working interest in 12 sections on two of our oil sands leases. As part of the 40% working interest transfer to Signet, two of the original oil sands leases previously acquired by Northern on April 26, 2004, were split into four oil sands leases.

On March 3, 2005, Deep Well, Northern and Surge mutually agreed by an amending agreement to extend the payment date of the prospect fee under Article 13 of the Farmout Agreement dated February 25, 2005, whereby Surge was granted an extension for payment of the prospect fee to the closing date of March 18, 2005.

On March 10, 2005, Deep Well, Northern and Surge mutually agreed by an amending agreement that Surge US is only a party to the Farmout Agreement dated February 25, 2005 for the purposes of Article 14 of the agreement. In addition, all three parties mutually agreed by an amending agreement to establish a procedure whereby Signet is to be appointed as the operator under the existing Joint Operating Agreements in respect of all Farmout Lands in which Signet earns an interest pursuant to Article 7 of the Farmout Agreement dated February 25, 2005.

On July 14, 2005, our Company and Surge mutually agreed to amend the Farmout Agreement dated February 25, 2005 in order to extend the date to spud the first well until September 25, 2005.

On September 21, 2005, Signet was granted a permit by the AER for a test well, and on September 28, 2005, Signet began drilling our first well on section 1-36-091-13W5 (hereinafter referred to as “1-36”) on our joint Sawn Lake property located in the Peace River oil sands of Alberta, Canada. Signet did not spud the first joint well by the 25th of September 2005 and we noted them in default of the Farmout Agreement dated February 25, 2005.

On November 15, 2005, as part of a settlement agreement, we agreed to amend the Farmout Agreement signed on February 25, 2005 between our Company and Surge that had previously been terminated by Deep Well (as previously disclosed on Form 8-K on September 29, 2005). The amendments to the agreement provided that: 1.) all current conditions of the Farmout Agreement dated February 25, 2005 will be deemed to have been satisfied as at September 25, 2005; 2.) the earning period (the period during which Signet has to drill 10 wells) under the agreement will be extended until February 25, 2008; 3.) Signet will have until September 25, 2006 to drill an option well (the second well); 4.) an additional 6.5 sections of land will be added to the land subject to the agreement; 5.) Signet will pay Deep Well $1,000,000 on November 15, 2005 in satisfaction of the prospect fee outstanding instead of after drilling the second well as stated in the agreement; and 6.) no shares of Surge US would be issued to Deep Well or Northern, but rather we would receive 7,550,000 common shares of Signet (now known as Andora), a private subsidiary company of Surge US.

On July 17, 2006, Signet had received the required licenses by the Government of Alberta to drill the next three horizontal wells in the Bluesky Formation on our joint Sawn Lake oil sands property. The next 3 wells drilled were within less than one mile (1.6 km) of the first test well that was already drilled. These surface locations were 4-32-091-12W5 (hereinafter referred to as “4-32”), 7-30-091-12W5 (hereinafter referred to as “7-30”) and 13-29-091-12W5 (hereinafter referred to as “13-29”). Seismic and reservoir mapping were undertaken to be used to support and progress work on near and long-term plans of development on our joint Sawn Lake oil sands property.

In October 2006, the 4-32 and 7-30 wells along with the 1-36 well were suspended. Signet (now known as Andora) had undertaken a mapping of the reservoir to assist in its delineation for any future development of our joint Sawn Lake property. The first three wells were drilled in the most heavily documented portion of the Sawn Lake lands. Although, as determined by Signet, the preliminary results from the last two wells indicated a lack of cold flow production from wells 4-32 and 7-30, the compartmentalized nature of the reservoir and varying characteristics of these compartments may show different results with further evaluation. Our Company felt that the level of testing on these wells to determine their complete potential was incomplete.

In late 2006, our joint venture partner acquired over 200 km of reprocessed seismic and aeromagnetic studies on our joint properties.

On November 26, 2007, we entered into mediation with our Former Farmout Partner and resolved our differences and certain collateral matters. The settlement included but is not limited to:

·	the Farmout Agreement dated February 25, 2005, being effectively terminated concurrently with the execution of the settlement agreement; and

·	our Former Farmout Partner being regarded as having earned the two sections on which the option wells were drilled and 4 additional sections as set out in the Settlement; and

·	our Former Farmout Partner being required to reconvey registered title to 57.5 unearned sections of the Farmout Lands, as defined in the Farmout Agreement dated February 25, 2005, back to us; and

·	our Company having the right to retest the option wells previously drilled.

·	Andora has acknowledged that Deep Well is not responsible for any potential royalty assumed by Deep Well on behalf of our Former Farmout Partner in the Farmout Agreement dated February 25, 2005.

On March 18, 2008, the 6.5 section oil sands permit, which was originally scheduled to expire on April 9, 2008, was extended for one year pursuant to an application submitted by Northern to the Alberta Department of Energy.

On September 10, 2008, the AER granted us well licenses to drill 6 wells on our Sawn Lake oil sands properties.

On December 1, 2008, in conjunction with our 2008/2009 winter drilling program, we acquired two vertical wells they previously drilled along with existing road infrastructure. Of the two wells we acquired, one was drilled to a vertical depth of 737 meters on our existing oil sands lease and was cased for Bluesky heavy oil production. The casing of this well was perforated at intervals from 681.5m to 684.5m and 684.5m to 685.0m. This well’s status is drilled and cased for future bitumen production. The existing roads we acquired totalled 12 km of access on our Sawn Lake properties.

On December 4, 2008, we successfully spudded the first well of six wells to be drilled in our 2008/2009 Sawn Lake winter drilling program in the Peace River oil sands area of Alberta. By early February of 2009, we successfully drilled all planned six wells on our joint Sawn Lake oil sands property. All of our exploratory wells were logged, cored and analyzed by independent service providers and are currently being evaluated for in-situ recovery methods.

On February 1, 2009, we acquired additional existing access roads on our Sawn Lake properties from Penn West Petroleum Ltd., adding 8.7 km of roads to our Sawn Lake road infrastructure.

In September 2009, we submitted an application to the AER for a commercial bitumen recovery scheme to evaluate the 12-14-092-13W5 well for potential development using CSS and later we added the 6-22-092-13W5 well to the application, and in late 2010 this application was approved by the AER to test one of the wells using steam injection on a vertical well.

In July 2010, a third party performed an independent technical evaluation of the heavy oil properties on some of our Sawn Lake properties. The report confirmed the suitability of the properties for employing thermal recovery methods on them. In addition, this third party identified a new hydrocarbon bearing zone up-hole from the Bluesky zone presently being concentrated on by our Company. This secondary heavy oil zone is in the Peace River formation. It is a clastic unit of lower cretaceous age found at a shallower depth than the Bluesky zone. It is approximately 35 meters thick and is a massive, very fine to medium grain sandstone conformably deposited on the Harmon Shale. We intend to continue the development of the Bluesky reservoir and at the same time we intend to evaluate this newly discovered reservoir by coring future wells within this zone.

In December 2010 and January 2011, two separate independent reservoir engineering firms prepared National Instrument 51-101 (a Canadian evaluation engineering standard) compliant resource appraisal reports for one of our joint venture partners. These reports evaluated the resource of some of our Sawn Lake joint properties and included an economic evaluation of the oil sands leases in the Sawn Lake area based on using thermal recovery to exploit the resource.

On April 16, 2012, we received a reserves report as of December 31, 2011 from DeGolyer & MacNaughton Canada Limited (“DeGolyer”), an independent third party reservoir engineering firm. This report estimated the heavy oil reserves from the working interests held by our subsidiaries in the Peace River Oil Sands area of Alberta. DeGolyer estimated and assigned probable and possible reserves on the north half square mile of land located on section 10-92-13W5 designated for our horizontal CSS recovery project. This half square mile of land covers 316 gross acres (128 gross hectares) of land. DeGolyer has estimated that in that portion alone there are probable reserves of 7,806,000 barrels of heavy oil and probable plus possible reserves of 9,370,000 barrels attributable to our working interests before adjusting for any Provincial or potential royalties. These estimated probable plus possible reserves are classified as undeveloped at this time. Proved reserves cannot be assigned until production begins. We are currently updating our reserves report.

Proved Reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, under existing economic conditions, operating methods, and governmental regulations.

Probable Reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

Possible Reserves are those additional reserves that are less certain to be recovered than probable reserves.

Statements of reserves are only estimates and may not correspond to the ultimate quantities of oil discovered.

ITEM 3. LEGAL PROCEEDINGS

DISMISSAL APPLIED FOR - I.G.M. Resources Corp. vs. Deep Well Oil & Gas, Inc., et al

On March 10, 2005, I.G.M. Resources Corp. (hereinafter referred to as “IGM”) filed against Classic Energy Inc., 979708 Alberta Ltd. (hereinafter referred to as “979708”), Deep Well Oil & Gas, Inc., Nearshore Petroleum Corporation, Steven P. Gawne, Rebekah Gawne, Gawne Family Trust, 1089144 Alberta Ltd., John F. Brown, Diane Lynn McClaflin, Cassandra Doreen Brown, Elissa Alexandra Brown, Brown Family Trust, Priority Exploration Ltd., Northern Alberta Oil Ltd. and Gordon Skulmoski (hereinafter referred to as the “IGM Defendants”) a Statement of Claim in the Court of Queen’s Bench of Alberta Judicial District of Calgary. This suit is part of a series of lawsuits or actions undertaken by IGM against some of the other above-named IGM Defendants.

IGM was a minority shareholder of 979708. 979708 was purportedly in the business of discovering, assembling and acquiring oil and gas prospects. In 2002 and 2003, 979708 acquired oil and gas prospects in the Sawn Lake area of Alberta. On or about the 14th of July 2003, all or substantially all the assets of 979708 were sold to Classic Energy Inc. IGM claims the value of the assets sold was far in excess of the value paid for those assets. On April 23, 2004, Northern purchased some of Classic Energy Inc.’s assets, including some of which are under dispute by IGM. On June 7, 2005, Deep Well acquired all of the common shares of Northern thereby giving Deep Well an indirect beneficial interest in the assets IGM is claiming an interest in.

IGM seeks an order setting aside the transaction between 979708 and Classic Energy Inc. and returning the assets to 979708, compensation in the amount of $15,000,000 Cdn, and a declaration of trust declaring that Northern and Deep Well hold all of the assets acquired from 979708 and any property acquired by use of such assets or confidential information of 979708, in trust for IGM.

This lawsuit has been stayed pending the outcome of the other litigation by IGM against some of the above IGM Defendants other than Deep Well and Northern. Our Company believes the claims are without merit and will vigorously defend against them. As of September 30, 2013, no contingent liability has been recorded, as we believe a successful outcome for IGM is remote.

DISSMISSED - Hardie & Kelly vs. Brown, et al

On June 2, 2006, Hardie and Kelly (the “Plaintiff”), Trustee of the Estate of John Forbes Brown, filed against John Forbes Brown, a bankrupt, Diane Lynn McClaflin, 1089144 Alberta Ltd., and Deep Well Oil & Gas, Inc. (the “Defendants”) an Amended Statement of Claim filed in the Court of Queen’s Bench of Alberta Judicial District of Calgary. John Forbes Brown was a former officer and then sub-contractor of Deep Well before and at the time he was assigned into bankruptcy on July 12, 2004. The Plaintiff claims, in addition to other issues unrelated to Deep Well, that John Forbes Brown received 4,812,500 Deep Well shares as a result of his employment in Deep Well and that John Forbes Brown improperly assigned these shares to the numbered company as a ruse entered into on the eve of insolvency by John Forbes Brown in order to facilitate the hiding of assets from his creditors and the trustee of his bankruptcy. The Plaintiff further claims that on August 23, 2004, John Forbes Brown advised the Plaintiff that he in fact owned the above shares and did not disclose this ownership in his filed bankruptcy statement of affairs. The Plaintiff further claims that John Forbes Brown would lodge the said shares with his lawyer until such time as these shares could be transferred to the Plaintiff. The Plaintiff further claims that unbeknownst to them John Forbes Brown surreptitiously removed the shares from his lawyer’s office and delivered them to Deep Well so that Deep Well could cancel them. The Plaintiff claims that Deep Well conspired with John Forbes Brown to defraud the creditors of John Forbes Brown by taking receipt and cancelling the said shares. The Plaintiff claims that consideration paid by Deep Well for the said shares was invested in the home owned by John Forbes Brown and his wife. The Plaintiff seeks: 1.) An accounting of the proceeds and benefits derived by the dealings of the shares; 2.) The home owned by John Forbes Brown and his wife, to be held in trust on behalf of the Plaintiff, and an accounting of proceeds related to this trust; 3.) Damages from the Defendants because of their actions; 4.) A judgment for $15,612,645 Cdn; 5.) An order to sell John Forbes Brown’s home; and 6.) Interest and costs.

On August 16, 2013 a Consent Order was filed in the Court of Queen's Bench of Alberta Judicial District of Calgary, by mutual consent of the parties, dismissing in its entirety the claims of the Plaintiff against Deep Well as set out in the Plaintiffs Amended Statement of Claim as described above.

SETTLED - Northern Alberta Oil Ltd. vs. 1132559 Alberta Ltd.

On June 27, 2008, our subsidiary, Northern Alberta Oil Ltd. (hereinafter referred to as “Northern”), filed a Statement of Claim in the Court of Queen’s Bench of Alberta Judicial District of Edmonton against 1132559 Alberta Ltd. (hereinafter referred to as “113”). Northern claims that 113 has not paid their share of the incurred operating costs for the Sawn Lake project. Northern further claims that they paid the operating expenses required on behalf of 113 and invoiced 113 for the amounts and that 113 refused or neglected to reimburse their proportionate share of the operating costs. Northern sought: 1.) Payment in full in the amount of $74,470.71 in Canadian funds for the amounts invoiced to 113; 2.) Interest pursuant to section 106 of the PASC (“Petroleum Accountants Society of Canada”) 1996 Accounting Procedure; and 3.) Costs of the action. As part of the purchase and sale agreement, effective December 3, 2012, between us and 113, we have discontinued this claim against 113.

On August 30, 2010, our subsidiary, Northern, filed an additional Statement of Claim in the Court of Queen’s Bench of Alberta Judicial District of Edmonton against 113. Northern claims that 113 has neglected and refused to pay the cash calls pursuant to two AFEs (“Authority for Expenditure”) that were approved and signed by 113. Northern sought: 1.) Payment in full in the amount of $70,584.50 in Canadian funds being the balance owing, exclusive of interest, for 113’s proportionate share of the cash calls. 2.) Interest pursuant to section 505(b)(i) of the 1990 CAPL Operating Agreement; and 3.) Costs of the action. As part of the purchase and sale agreement, effective December 3, 2012, between us and 113, we have discontinued this claim against 113.

Also, as part of the Purchase and Sale agreement, effective December 3, 2012, between us and 113, we have waived claims against 113 listed above.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Deep Well’s stock is currently quoted on the OTCQB marketplace under the trading symbol DWOG. The following table sets forth the high and low sales prices for Deep Well common stock as reported on the OTCQB marketplace for the two most recent fiscal years indicated below. These over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions:

	High		Low
Fiscal September 30, 2012
First Quarter	$	0.08	$	0.03
Second Quarter	$	0.10	$	0.03
Third Quarter	$	0.10	$	0.06
Fourth Quarter	$	0.09	$	0.03
Fiscal September 30, 2013
First Quarter	$	0.08	$	0.05
Second Quarter	$	0.08	$	0.05
Third Quarter	$	0.09	$	0.03
Fourth Quarter	$	0.50	$	0.03

Holders of Record

As of December 31, 2013, we had approximately 165 holders of record of our shares of common stock. Our Company estimates that investment dealers and other nominees are the record holders for approximately 2,230 beneficial holders.

Dividends

We have not paid cash dividends since inception. We intend to retain all of our earnings, if any, for use in our business and do not anticipate paying any cash dividends in the foreseeable future. The payment of any future dividends will be at the discretion of the Board of Directors and will depend upon a number of factors, including future earnings, the success of our business activities, capital requirements, the general financial condition and our future prospects, general business conditions and such other factors as the Board of Directors may deem relevant.

Return of Capital Distribution

On August 9, 2013, our Company approved a distribution to our shareholders in the amount of $0.07 per share to be payable on September 20, 2013 (the “Payment Date”) to the holders of record of all the issued and outstanding shares of common stock of the Company as of the close of business on August 16, 2013, (the “Record Date”). This cash distribution to our Company’s shareholders was not a dividend paid out of the earnings and profits, but was a non-dividend distribution characterized as a “return of capital”.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of September 30, 2013 with respect to shares of Deep Well’s common stock that may be issued under our existing equity compensation plans.

	Equity Compensation Plan as of September 30, 2013
	(a)			(b)		(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders		4,350,000	(1)	$	0.07		18,582,699	(2)

Equity compensation plans not approved by security holders		–			–		–

Total		4,350,000		$	0.07		18,582,699	(2)

(1) On March 23, 2011, our Board of Directors granted our directors, Dr. Horst A. Schmid, Mr. Said Arrata, Mr. Satya Das, Mr. David Roff, Mr. Curtis Sparrow and Mr. Malik Youyou, options to purchase 450,000 shares each of common stock at an exercise price of $0.14 per common share, with one-third vesting immediately, one-third vesting on March 23, 2012, and one-third vesting on March 23, 2013, each with a five-year life from the original grant date. On June 20, 2013, our Board of Directors granted our directors Dr. Horst A. Schmid, Mr. Said Arrata, Mr. Satya Das, Mr. David Roff, Mr. Curtis Sparrow and Mr. Malik Youyou, options to purchase 450,000 shares each of common stock at an exercise price of $0.05 per common share, with one-third vesting immediately, one-third vesting on June 20, 2014, and one-third vesting on June 20, 2015, each with a five-year life from the original grant date. And on June 20, 2013, our Board of Directors also granted two consultants, Portwest Investments Ltd. and Concorde Consulting, options to purchase 1,000,000 shares each of common stock at an exercise price of $0.05 per common share, with one-half vesting immediately and one-half vesting on June 20, 2014, each with a five-year life from the original grant date. And on June 20, 2013, our Board of Directors also granted one employee of our Company, options to purchase 150,000 shares of common stock at an exercise price of $0.05 per common share, with one-third vesting immediately, one-third vesting on June 20, 2014, and one-third vesting on June 20, 2015, with a five-year life from the original grant date. From August 12 to 15, 2013, six of our Directors and one consultant exercised a total of 3,200,000 stock options.

(2) Based on 229,326,987 issued and outstanding shares as at September 30, 2013. The maximum number of common shares that may be reserved for issuance under the Stock Option Plan may not exceed 10% of our Company’s issued and outstanding common shares.

Stock Option Plan

On November 28, 2005, our Board of Directors adopted the Deep Well Oil & Gas, Inc. stock option plan (the “Stock Option Plan”). The Plan was approved by a majority of our stockholders at the February 24, 2010 general meeting of stockholders. The Stock Option Plan, which is administered by the Board of Directors, permits options to acquire shares of Deep Well’s common stock to be granted to our directors, senior officers and employees, as well as certain consultants and other persons providing services to our Company. This Stock Option Plan was adopted to provide an incentive to the retention of our directors, officers and employees as well as consultants that we may wish to retain in the future. The maximum number of common shares that may be reserved for issuance under the Stock Option Plan may not exceed 10% of our issued and outstanding common shares, subject to adjustment as contemplated by the Stock Option Plan. For further information see Note 12 to our consolidated financial statements contained herein.

On March 23, 2011, our Board of Directors granted its directors, Dr. Horst A. Schmid, Mr. Said Arrata, Mr. Satya Das, Mr. David Roff, Mr. Curtis Sparrow and Mr. Malik Youyou, options to purchase 450,000 shares each of common stock at an exercise price of $0.14 per common share, 150,000 vesting immediately and the remaining vesting one-third on March 23, 2012, and one-third on March 23, 2013, each with a five-year life. The options expire on March 23, 2016.

On October 25, 2011, 375,000 stock options previously granted on October 25, 2006, to Mr. David Roff, expired unexercised.

On September 20, 2012, 240,000 stock options previously granted on September 20, 2007, to R.N. Dell Energy Ltd., expired unexercised.

On September 20, 2012, 36,000 stock options previously granted on September 20, 2007, to an employee of our Company, expired unexercised.

On June 20, 2013, our Board of Directors granted its directors, Dr. Horst A. Schmid, Mr. Said Arrata, Mr. Satya Das, Mr. David Roff, Mr. Curtis Sparrow and Mr. Malik Youyou, options to purchase 450,000 shares each of common stock at an exercise price of $0.05 per common share, 150,000 vesting immediately and the remaining vesting one-third on June 20, 2014, and one-third on June 20, 2015, each with a five-year life. The options expire on June 20, 2018.

On June 20, 2013, our Board of Directors granted two consultants, Portwest Investments Ltd. and Concorde Consulting each an option to purchase 1,000,000 shares each of common stock at an exercise price of $0.05 per common share, 500,000 vesting immediately and remaining vesting on June 20, 2014, each with a five-year life. And also on June 20, 2013, our Board of Directors granted one employee an option to purchase 150,000 shares of common stock at an exercise price of $0.05 per common share, 50,000 vesting immediately and the remaining vesting one-third on June 20, 2014, and one-third on June 20, 2015, with a five-year life. The options expire on June 20, 2018.

Performance Graph

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and therefore are not required to provide the information required under this item.

Recent Sales of Unregistered Securities

On November 9, 2010, pursuant to two subscription agreements, our Company completed two private placements to two investors, Mr. Malik Youyou and Cambridge Strategies Inc., of an aggregate of 29,285,713 units at a price of $0.07 per unit, for total gross proceeds of $2,050,000. Each unit is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.105 for a period of three years from the date of closing, provided that if the closing price of the common shares of our Company on the principal market on which our shares trade is equal to or exceeds $1.00 for thirty consecutive trading days, the warrant term shall automatically accelerate to the date which is thirty calendar days following the date that written notice has been given to the warrant holder. No commission or finder’s fees were payable in connection with these private placements. The units were issued pursuant to Regulation S under the Securities Act of 1933, as amended. The warrants expire on November 9, 2013. And on October 10, 2013, the expiry date of the warrants was extended, by way of an amending agreement, to November 23, 2015, as approved by our Board of Directors.

On March 23, 2011, our Board of Directors approved the issuance of 500,000 shares of our common stock to Mr. Said Arrata as an incentive for Mr. Arrata to agree to join our Board of Directors. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.

On March 23, 2011, our Board of Directors approved the issuance of 180,000 shares of our common stock to a contractor as compensation for services provided to us during the period from April 1, 2010 to March 31, 2011. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Effective November 23, 2012, pursuant to a subscription agreement, our Company completed a private placement with Mr. Malik Youyou of an aggregate of 42,857,142 units at a price of $0.07 per unit, for total gross proceeds of $3,000,000 (including a deposit received prior to September 30, 2012 of $300,000). Each unit is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.105 for a period of three years from the date of closing, provided that if the closing price of the common shares of our Company on the principal market on which our common shares trade is equal to or exceeds $1.00 for thirty consecutive trading days, the warrant term will automatically accelerate to the date that is thirty calendar days following the date that written notice has been given to the warrant holder. No commission or finder’s fees were payable in connection with this private placement. The units were issued pursuant to Regulation S under the Securities Act of 1933, as amended. The warrants expire on November 23, 2015.

On July 10, 2013, pursuant to a subscription agreement, our Company closed a private placement with Portwest Investments Ltd., a Company 100% owned by Dr. Horst A. Schmid, of an aggregate of 850,000 units at a price of $0.05 per unit, for total gross proceeds of $42,500. Each unit is comprised of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.075 for a period of three years from the closing date, provided that if the closing price of the common shares of our Company on the principal market on which our shares trade is equal to or exceeds $1.00 for thirty consecutive trading days, the warrant term shall automatically accelerate to the date which is thirty calendar days following the date that written notice has been given to the warrant holder. No commission or finder’s fees were payable in connection with this private placement. The units were issued pursuant to Regulation S under the Securities Act of 1933, as amended. The warrants expire on July 10, 2018.

On July 31, 2013, pursuant to a subscription agreement, our Company closed a private placement to one investor, our current Farmee, of an aggregate of 45,111,778 common shares for total gross proceeds of $22,000,000. As per the private placement the common shares will be issued to the investor on or before November 30, 2013. We issued a treasury direction letter to our transfer agent to release the common shares to the investor on September 24, 2013. No commission or finder’s fees were payable in connection with this private placement. The common shares were issued pursuant to Regulation S under the Securities Act of 1933, as amended.

Between August 12 and August 15, 2013, six directors and two consultants of our Company acquired a combined total of 3,768,096 common shares, upon exercising stock options and warrants, at exercise prices ranging from $0.05 to $0.14 per common share for total combined gross proceeds to our Company of $372,000. The common shares were issued pursuant to Section 4(2) of the 1933 Act.

Purchases of equity securities by the issuer and affiliated purchasers

There were no repurchases of equity securities by our Company or affiliated purchasers during the fourth quarter of the year ended September 30, 2013.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and therefore are not required to provide the information required under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes. For the purpose of this discussion, unless the context indicates another meaning, the terms: “Deep Well,” “Company,” “we,” “us,” and “our,” refer to Deep Well Oil & Gas, Inc. and its subsidiaries. This discussion includes forward-looking statements that reflect our current views with respect to future events and financial performance that involve risks and uncertainties. Our actual results, performance or achievements could differ materially from those anticipated in the forward-looking statements as a result of certain factors including risks discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements” below and elsewhere in this report, and under the heading “Risk Factors” and “Environmental Laws and Regulations” disclosed in this annual report on Form 10-K for the fiscal year ended September 30, 2013.

Our consolidated financial statements and information are reported in United States dollars and are prepared based upon United States generally accepted accounting principles (“US GAAP”). References in this Form 10-K to “$” are to United States dollars and references to “Cdn $” are to Canadian dollars. On December 31, 2013, the noon rate of exchange for Canadian dollars expressed in US $ was Cdn $1.00 = US $0.9402, as reported by the Bank of Canada.

General Overview

Deep Well Oil & Gas, Inc., along with its subsidiaries through which it conducts business, is an emerging independent junior oil and gas exploration and development company headquartered in Edmonton, Alberta, Canada. Our immediate corporate focus is to develop the existing land base that we presently control in the Peace River oil sands area in Alberta, Canada. Our principal office is located at Suite 700, 10150 - 100 Street NW, Edmonton, Alberta, Canada T5J 0P6, our telephone number is (780) 409-8144, and our fax number is (780) 409-8146. Deep Well Oil & Gas, Inc. is a Nevada corporation and trades on the OTCQB marketplace under the symbol DWOG. We maintain a web site at www.deepwelloil.com.

On April 21, 2010, we announced our quotation on the OTCQB marketplace. This graduation from the “Pink Sheets – Current Information” tier recognizes the progress that we have made in meeting our reporting requirements under the Securities Exchange Act of 1934. The OTCQB marketplace requires companies to be fully compliant in their filing requirements under the Securities Exchange Act of 1934.

Results of Operations

We are an exploration stage company and as such do not have commercial production on any of our properties and, accordingly, we currently do not generate cash from operations. Since the inception of our current business plan, our operations have consisted primarily of various exploration and start-up activities relating to our properties, which included acquiring lease holdings by acquisitions and public offerings, seeking investors, locating joint venture partners, acquiring and analyzing seismic data, engaging various firms to comply with leasehold conditions, environmental regulations, as well as providing project management, drilling, testing and analysis of wells to define our oil sands reservoir, development planning to use thermal recovery technology and to develop our long term business strategies. For the year ended September 30, 2013, and for the comparable period in the prior year, we generated no revenues from operations.

	Year Ended			Year Ended			September 10, 2003 to
	September 30, 2013			September 30, 2012			September 30, 2013

Revenue	$	–		$	–		$	–
Expenses
General and administrative	$	854,358		$	1,021,942		$	14,851,291
Cost related to Farmout (Note 3)		1,790,684			–			1,790,684
Depreciation and accretion		112,192			128,526			782,764

Net loss from operations		(2,757,234	)		(1,150,468	)		(17,424,739	)

Other income and expenses
Rental and other income		272,339			51,299			347,409
Interest income		21,492			4,183			235,758
Interest expense		–			–			(208,580	)
Forgiveness of loan payable		–			–			287,406
Settlement of debt		–			–			24,866
(Gain) Loss on disposal of assets		–			(64	)		(226	)

Net loss and comprehensive loss	$	(2,463,403	)	$	(1,095,050	)	$	(16,738,106	)

For the year ended September 30, 2013, our general and administrative expenses decreased by $167,584 compared to the year ended September 30, 2012, which was a 16.4% decrease from the prior year primarily due to (i) a decrease in engineering fees charged to expense; (ii) a decrease in general office expenses which included a decrease in office rental fees and accounting fees charged by third parties; and (iii) reversing and waiving amounts previously owed and accrued by our Company to Portwest Investments Ltd. (“Portwest”), a Company 100% owned by Dr. Horst A. Schmid for providing services to our Company as President and CEO, for further information see Notes 9 and 15 included in our notes to the financial statements enclosed herein.

For the year ended September 30, 2013, we charged to expense $1,790,684 for costs relating to a Farmout Agreement we entered into on July 31, 2013, which included a one-time agency fee of $1,500,000.

For the year ended September 30, 2013, our depreciation and accretion expense decreased by $16,334 compared to the year ended September 30, 2012, which was primarily due to the depreciating value of our assets. Depreciation expense is computed using the declining balance method over the estimated useful life of the asset. Effective December 3, 2012, we entered into and closed upon a Purchase and Sale agreement with 1132559 Alberta Ltd. (“113”), one of our former joint venture partners, pursuant to which we acquired 113’s 10% working interest in most of the Sawn Lake oil sands properties where we already own working interests, in exchange for cash and the discontinuance of claims. In compliance with our accounting policy, only half of the depreciation is taken in the year of acquisition.

For the year ended September 30, 2013, our rental and other income was $272,339 compared to $51,299 for the year ended September 30, 2012, this increased by $221,040 compared to the year ended September 30, 2012, which was primarily due to the recovery of expenses arising from the reversal of part of the receivables and bad debts previously written-off in the amount of $239,459 which was paid to us in connection with a Purchase and Sale agreement whereby our Company acquired an additional 10% working interest in most of the Sawn Lake oil sands properties where our Company already owns working interests.

As a result of the above transactions, our net loss and comprehensive loss from operations for the year ended September 30, 2013 increased by $1,368,353 compared to the year ended September 30, 2012. As discussed above this increase was primarily due to $1,790,684 charged to expense for costs in connection with a Farmout Agreement we entered into on July 31, 2013, and offset by the reversal of part of the receivables and bad debts previously written-off.

Operations

For our first fiscal quarter of 2013, we completed a private placement financing with one investor for aggregate gross cash proceeds of $3,000,000. We also entered into a Purchase and Sale agreement with 113 one of our former joint venture partners as disclosed above, whereby we acquired 113’s 10% working interest in the Sawn Lake properties where we already own working interests. This acquisition increased our net acres in the Sawn Lake oil sands properties from 31,376 to 35,360 net acres (12,698 to 14,310 net hectares), before the Farmout Agreement dated July 31, 2013.

In our third fiscal quarter of 2013, we entered into a farmout agreement (the “Farmout Agreement dated July 31, 2013”) with a new joint venture partner (the “Farmee”) to fund our share of the recently Alberta Energy Regulator (“AER”) approved Steam Assisted Gravity Drainage Demonstration Project Joint Operating Agreement (the “SAGD Project”) at our Sawn Lake heavy oil reservoir in the Peace River oil sands region of Northern Alberta. In accordance with this agreement, the Farmee has agreed to provide up to $40,000,000 in funding for our portion of the costs for the SAGD Project, in return for a net 25% working interest in 12 sections where we have a working interest of 50% (before the Farmout Agreement dated July 31, 2013). As required by the agreement, the Farmee has since paid in full the cash calls in the amount of $11,014,946 Cdn to the operator of the SAGD Project for the Farmee’s share and our share of the initial costs of the SAGD Project. Also, the Farmee will provide funding to cover monthly operating expenses of our Company not to exceed $30,000 per month. In addition, the Farmee has the option to elect to obtain a working interest ranging from 40% to 45% in the remaining 56 sections of land where we have working interests ranging from 80% to 90%, by committing $110,000,000 of financing for the development of our Sawn Lake oil sands project. In addition to and as contemplated by the Farmout Agreement dated July 31, 2013, we also completed a private placement financing with the Farmee, for aggregate gross proceeds of $22,000,000, whereby we sold 45,111,778 common shares at a price of $0.488 per common share. In addition, on July 30, 2013, our Company entered into a recently AER approved SAGD Project with our joint venture partner on our 25% (after the Farmout Agreement dated July 31, 2013) owned joint land in the Sawn Lake oil sands properties. As reported by our joint venture partner and operator of the SAGD Project, the first SAGD well pair has been drilled and final site preparation and construction are underway. The operator has also reported that equipment for the facility is ready for installation and that steam injection at the SAGD Project is scheduled to commence near the end of January 2014, with production anticipated in the first half of 2014.

In the fourth quarter of 2013, we received approval from the AER for our HCSS Project application. It is anticipated that we will develop a thermal demonstration project on our properties followed by a commercial expansion project on one half section of land located on section 10-92-13W5 of our joint Sawn Lake oil sands properties. This application, submitted in early 2012, was an application to modify our previously approved in-situ demonstration project for a well to test thermal production on our Sawn Lake oil sands leases. This modification changed the vertical CSS well earlier approved, into a thermal recovery project to test 2 wells that use a horizontal application of CSS. Our proposed thermal recovery project will be located on the north half of section 10-92-13W5, which has good road access on hard packed roads recently built by a third party. The proposed thermal recovery project location is approximately 1.4 kilometers away from the nearest hard packed road.

On October 9, 2013, and in connection to the SAGD Project agreement dated July 30, 2013, we entered into a Water Rights Conveyance Agreement whereby we acquired a 25% working interest in one water source well and one water disposal well for a cost of $425,000 Cdn, which in turn was reimbursed to our Company by the Farmee. We also received a cash call in the amount of $1,058,568 Cdn for the expenditures relating to the water source well, water disposal well and pipelines to connect them to the SAGD Project surface facility. Our Farmee has since paid this cash call in the amount of $1,058,568 Cdn pursuant to the Farmout Agreement dated July 31, 2013.

Currently we have a 90% working interest in 51 sections on six oil sands leases and an 80% working interest in 5 sections on one oil sands lease in the Peace River oil sands area of Alberta, where we are the operator. In addition, we have a 25% working interest, after the Farmout Agreement dated July 31, 2013, in another 12 sections on two oil sands leases in the Peace River oil sands area of Alberta, Canada. These nine oil sands leases are contiguous and cover 43,015 gross acres (17,408 gross hectares). The development progress of our properties is governed by several factors such as federal and provincial governmental regulations. Long lead times in getting regulatory approval for thermal recovery projects are commonplace in our industry. Road bans, winter access only roads and environmental regulations can and often do delay development of similar projects. Because of these and other factors, our oil sands project can take significantly longer to complete than regular conventional drilling programs for lighter oil. To date; our geological, engineering and economic studies affirm that our working interest can support full profitable commercial production.

Liquidity and Capital Resources

As of September 30, 2013, our total assets were $24,366,368 compared to $14,235,452 as of September 30, 2012. In comparison to the prior year, we had an increase of $10,130,916 in our total assets, which was primarily due to (i) an increase in cash and cash equivalents resulting from two private placements we completed for aggregate gross proceeds of $3,000,000 and $22,000,000 in exchange for shares of our Company’s common stock; and (ii) an increase in oil gas properties and equipment arising from a Purchase and Sale agreement we entered into with 113, whereby we acquired 113’s 10% working interest in the Sawn Lake leases.

As of September 30, 2013, our total liabilities were $922,057 compared to $906,674 as of September 30, 2012. In comparison to the prior year, we had an increase of $15,383 in our total liabilities, which was primarily due to (i) an increase of $195,561 in our accounts payable from non-related parties, which was primarily due to legal fees paid in connection with the Farmout Agreement we entered into on July 31, 2013; (ii) a note payable in the amount of $189,500 we received from one of our Director’s; and offset by (iii) a decrease of $390,133 in our accounts payable related parties due to payments and the reversal and waiving of past fees owed and accrued to corporations owned by directors for providing services as President, CEO and Chief Financial Officer to our Company.

Our working capital (current liabilities subtracted from current assets) is as follows.

	September 30, 2013		September 30, 2012
Current Assets	$	7,770,925	$	446,674
Current Liabilities		475,902		480,974
Working Capital	$	7,295,023	$	(34,300	)

As of September 30, 2013, our Company had working capital of $7,295,023 compared to negative working capital of $34,300 as of September 30, 2012. Currently we have no long-term debt other than our estimated asset retirement obligations on oil and gas properties. Effective November 23, 2012, we completed a private placement financing with one investor for aggregate gross cash proceeds of $3,000,000 (includes a deposit received prior to September 30, 2012 of $300,000). Also, on July 31, 2013, we completed another private placement financing with one investor for aggregate gross cash proceeds of $22,000,000. Also as disclosed above, on July 30, 2013 our Company entered into a Farmout Agreement dated July 31, 2013 to fund our Company’s share of a recently AER approved SAGD Demonstration Project.

As reported on our Consolidated Statement of Cash Flows under “Operating Activities”, for the year ending September 30, 2013, we had an increase of $1,645,177 compared to September 30, 2012 year end, which was primarily due to costs charged to expense relating to a Farmout Agreement dated July 31, 2013. For the year ending September 30, 2013, we had a decrease of $272,479 in net changes in non-cash working capital from the prior year ended September 30, 2012, which was primarily due to a decrease in accounts payable due to a reversal and waiving of fees payable to a corporation owned by a director for providing services as President and CEO to our Company that were not paid, see Note 9 and Note 15 in the notes to the consolidated financial statements for further information.

As reported on our Consolidated Statement of Cash Flows under “Investing Activities”, we had an increase of $2,552,865 in our investment in oil and gas properties for the year ended September 30, 2013 from the comparable year ended September 30, 2012, which was primarily a result of (i) the December 3, 2012 Purchase and Sale agreement disclosed herein, whereby we acquired an additional 10% working interest in our joint properties along with a 10% working interest increase in the equipment purchased for the wells drilled within those joint properties, in exchange for the cash among other items as previously disclosed above; and (ii) an increase in our Company’s security deposits held in trust with the AER for our asset retirement obligations for future abandonment and reclamation of our Company’s wellsites.

As reported on our Consolidated Statement of Cash Flows under “Financing Activities”, for the year ended September 30, 2013, we had an increase of $12,066,435 in net cash provided in financing activities, which was a result of (i) a private placement we entered into on November 23, 2012 with one investor for gross proceeds of $3,000,000 (including a deposit received prior to September 30, 2012 of $300,000) in exchange for shares of our Company’s common stock; (ii) a private placement we entered into on July 31, 2013 with one investor for gross proceeds of $22,000,000 in exchange for shares of our Company’s common stock; and (iii) a loan for $260,000 as a note payable from one of our directors. And on August 9, 2013, our Company approved a distribution to our shareholders in the amount of $0.07 per share to be payable on September 20, 2013 (the “Payment Date”) to the holders of record of all the issued and outstanding shares of common stock of our Company as of the close of business on August 16, 2013, (the “Record Date”). This cash distribution to our shareholders was not a dividend paid out of the earnings and profits, but was a non-dividend distribution characterized as a “return of capital”. On September 20, 2013, a total of $12,895,065 was paid to our transfer agent for the return of capital distribution to our shareholders and related service fees payable to our transfer agent.

Our cash and cash equivalents for the year ending September 30, 2013 were $7,633,009 compared to $244,191 for the prior year ended September 30, 2012, this increase in cash and cash equivalents was primarily due to two private placements we entered into on November 23, 2012 and July 31, 2013, in the amount of $3,000,000 and $22,000,000, respectively. Since March 10, 2005 to September 30, 2013, we have financed our business operations through a loan, fees derived from the two farmouts of some of our lands and private offerings of our common stock and other securities, and the sale of our common stock upon the exercise of certain warrants, realizing gross proceeds of approximately $46.6 million in cash. In some of these offerings, we sold units comprised of common stock and warrants to purchase additional common stock, and as a result of these offerings, we have an aggregate of 72,424,759 warrants outstanding as of September 30, 2013, with exercise prices ranging from $0.075 and $0.105. These warrants’ expiration dates range from November 23, 2015 to June 20, 2016. If all of these warrants are exercised we may realize aggregate proceeds of approximately $7.6 million. However, the warrant holders have complete discretion as to when and if the warrants are exercised before they expire and we cannot guarantee that the warrant holders will exercise any of the warrants.

For our long-term operations, we anticipate that, among other alternatives, we may raise funds during the next twenty-four months through sales of our equity securities. We also note that if we issue more shares of our common stock, our stockholders will experience dilution in the percentage of their ownership of common stock. We may not be able to raise sufficient funding from stock sales for long-term operations and if so, we may be forced to delay our business plans until adequate funding is obtained. We believe that debt financing may not be a likely alternative for funding our operations in the short term, since we are an exploration stage Company, and due to the risky nature of our business; however, we are progressing toward the point where it is potentially feasible so we may explore debt financing in the next year.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Cautionary Note Regarding Forward-Looking Statements

This annual report on Form 10-K, including all referenced exhibits, contains “forward-looking statements” within the meaning of the United States federal securities laws. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, projected costs and plans and objectives of management for future operations, are forward-looking statements. The words "may," "believe," "intend," "will," "anticipate," "expect," "estimate," "project," "future," "plan," "strategy" or "continue," and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters, often identify forward-looking statements. For these statements, Deep Well claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this annual report on Form 10-K include, among others, statements with respect to:

·	our current business strategy;
·	our future financial position and projected costs;
·	our projected sources and uses of cash;
·	our plan for future development and operations, including the building of all-weather roads;
·	our drilling and testing plans;
·	our proposed enhanced oil recovery test well project;
·	the sufficiency of our capital in order to execute our business plan;
·	resource estimates;
·	the timing and sources of our future funding;
·	the intent to issue a distribution to our shareholders.

Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, which may cause the actual results to differ materially from the anticipated future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those set forward in the forward-looking statements include, but are not limited to:

·	changes in general business or economic conditions;
·	changes in legislation or regulation that affect our business;
·	our ability to obtain necessary regulatory approvals and permits;
·	our ability to receive approvals from the AER for additional tests to further evaluate the wells on our lands;
·	our farmout agreement and joint operating agreements;
·	opposition to our regulatory requests by various third parties;
·	actions of aboriginals, environmental activists and other industrial disturbances;
·	the costs of environmental reclamation of our lands;
·	availability of labor or materials or increases in their costs;
·	the availability of sufficient capital to finance our business plans on terms satisfactory to us;
·	adverse weather conditions and natural disasters;
·	risks associated with increased insurance costs or unavailability of adequate coverage;
·	volatility of oil and natural gas prices;
·	competition;
·	changes in labor, equipment and capital costs;
·	future acquisitions or strategic partnerships;
·	the risks and costs inherent in litigation;
·	imprecision in estimates of reserves, resources and recoverable quantities of oil and natural gas;
·	product supply and demand;
·	fluctuations in currency and interest rates; and
·	the additional risks and uncertainties, many of which are beyond our control, referred to elsewhere in this annual report on Form 10-K and in our other SEC filings.

The preceding bullets outline some of the risks and uncertainties that may affect our forward-looking statements. For a full description of risks and uncertainties, see the sections elsewhere in this annual report on Form 10-K entitled “Risk Factors” and “Environmental Laws and Regulations”. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. Any forward-looking statement speaks only as of the date on which it was made and, except as required by law, we disclaim any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in subsequent reports on Forms 10-K, 10-Q, 8-K and any other SEC filing or amendments thereto should be consulted.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and therefore are not required to provide the information required under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

SADLER, GIBB & ASSOCIATES, LLC

Certified Public Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Deep Well Oil and Gas, Inc.

We have audited the accompanying consolidated balance sheets of Deep Well Oil and Gas, Inc. as of September 30, 2013 and 2012, and the related consolidated statements of operations and comprehensive loss, shareholders’ equity and cash flows for the years then ended and for the cumulative period from September 10, 2003 (inception) through September 30, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Deep Well Oil and Gas, Inc. as of September 30, 2013 and 2012, and the results of their operations and their cash flows for the years then ended and for the cumulative period from September 10, 2003 (inception) through September 30, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ Sadler, Gibb & Associates, LLC

Sadler, Gibb & Associates, LLC

Salt Lake City, UT

January 14, 2014

office 801.783.2950

fax 801.783.2960

www.sadlergibb.com 2455 E. Parleys Way Suite 320, Salt Lake City, UT 84109

DEEP WELL OIL & GAS, INC. (AND SUBSIDIARIES)

(An Exploration Stage Company)

Consolidated Balance Sheets

September 30, 2013 and September 30, 2012

	September 30,			September 30,
	2013			2012

ASSETS
Current Assets
Cash and cash equivalents	$	7,633,009		$	244,191
Accounts receivable net of allowance of $17,048 (September 30, 2012 - $243,752)		55,216			156,251
Prepaid expenses		82,700			46,232

Total Current Assets		7,770,925			446,674

Long term investments (Note 8)		343,565			275,600
Oil and gas properties, net (Notes 3 and 4)		15,921,770			13,190,518
Property and equipment, net of depreciation (Note 7)		330,108			322,660

TOTAL ASSETS	$	24,366,368		$	14,235,452

LIABILITIES
Current Liabilities
Accounts payable	$	268,258		$	72,697
Accounts payable – related parties (Note 9)		18,144			408,277
Loan payable – related parties (Note 9)		189,500			–

Total Current Liabilities		475,902			480,974

Asset retirement obligations (Note 10)		446,155			425,700

TOTAL LIABILITIES		922,057			906,674

SHAREHOLDERS’ EQUITY
Common Stock: (Note 11)
Authorized: 600,000,000 shares at $0.001 par value
Issued and outstanding: 229,326,987 shares
(September 30, 2012 – 136,739,971 shares)		229,326			136,739
Additional paid in capital		39,953,091			27,166,742
Deposits on stock subscription (Note 11)		–			300,000
Deficit accumulated during exploration stage		(16,738,106	)		(14,274,703	)

Total Shareholders’ Equity		23,444,311			13,328,778

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	24,366,368		$	14,235,452

See accompanying notes to the consolidated financial statements

DEEP WELL OIL & GAS, INC. (AND SUBSIDIARIES)

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Years Ended September 30, 2013 and 2012 and the Period from September 10, 2003 (Inception of Exploration Stage) to September 30, 2013

	2013			2012			September 10, 2003 Inception to September 30, 2013

Revenue	$	–		$	–		$	–

Expenses
General and administrative		854,358			1,021,942			14,851,291
Cost related to Farmout (Note 3)		1,790,684			–			1,790,684
Depreciation and accretion		112,192			128,526			782,764

Net loss from operations		(2,757,234	)		(1,150,468	)		(17,424,739	)

Other income and expenses
Rental and other income		272,339			51,299			347,409
Interest income		21,492			4,183			235,758
Interest expense		–			–			(208,580	)
Forgiveness of loan payable		–			–			287,406
Settlement of debt		–			–			24,866
(Gain) loss on disposal of assets		–			(64	)		(226	)

Net loss and comprehensive loss	$	(2,463,403	)	$	(1,095,050	)	$	(16,738,106	)

Net loss per common share
Basic and Diluted	$	(0.01	)	$	(0.01	)

Weighted Average Outstanding Shares (in thousands)
Basic and Diluted		181,661			136,740

See accompanying notes to the consolidated financial statements

DEEP WELL OIL & GAS, INC. (AND SUBSIDIARIES)

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Period from September 10, 2003 (Inception of Exploration Stage) to September 30, 2013

										Capital
							Additional			Stock
	Common Shares						Paid in			Subscriptions		Accumulated
	Shares			Amount			Capital			Received		Deficit			Total

Balance at September 10, 2003		991,918		$	992		$	(992	)	$	–	$	–		$	–

Issuance of common stock
pursuant to bankruptcy
agreement September 10, 2003		36,019,556			36,019			13,981			–		–			50,000

Net operating loss for
the period September 10
to September 30, 2003		–			–			–			–		(50,000	)		(50,000	)

Balance at September 30, 2003		37,011,474			37,011			12,989			–		(50,000	)		–

Return and cancellation
of common shares		(5,775,000	)		(5,775	)		5,775			–		–			–

Net operating loss for the
year ended September 30, 2004		–			–			–			–		(525,754	)		(525,754	)

Balance at September 30, 2004		31,236,474			31,236			18,764			–		(575,754	)		(525,754	)

Issuance of common stock
Private placement March 10, 2005
- Shares		1,875,000			1,875			527,940			–		–			529,815
- Warrants (787,500)		–			–			205,185			–		–			205,185
Share exchange June 7, 2005
- Shares		18,208,875			18,209			2,476,497			–		–			2,494,706
- Conversion rights of preferred
shares of subsidiary		–			–			–			1,777,639		–			1,777,639
Private placement August 12, 2005
- Shares		710,946			711			151,638			–		–			152,349
- Warrants (710,946)		–			–			132,030			–		–			132,030

Common stock subscription received		–			–			–			250,000		–			250,000

Net operating loss for the
year ended September 30, 2005		–			–			–			–		(1,262,549	)		(1,262,549	)

Balance at September 30, 2005		52,031,295			52,031			3,512,054			2,027,639		(1,838,303	)		3,753,421

See accompanying notes to the consolidated financial statements

DEEP WELL OIL & GAS, INC. (AND SUBSIDIARIES)

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Continued)

For the Period from September 10, 2003 (Inception of Exploration Stage) to September 30, 2013

							Capital
					Additional		Stock
	Common Shares				Paid in		Subscriptions			Accumulated
	Shares		Amount		Capital		Received			Deficit			Total

Balance carried forward
at September 30, 2005		52,031,295		52,031		3,512,054		2,027,639			(1,838,303	)		3,753,421

Issuance of common stock
Private placement October 11, 2005
- Shares		3,150,000		3,150		667,266		(250,000	)		–			420,416
- Warrants (3,150,000)		–		–		553,584		–			–			553,584
Private placement January 13, 2006
- Shares		73,000		73		55,345		–			–			55,418
- Warrants (73,000)		–		–		46,402		–			–			46,402
Exercise option agreement
February 23, 2006
- Shares		4,707,750		4,708		640,277		(644,985	)		–			–
Exercise option agreement
June 13, 2006
- Shares		2,867,250		2,867		389,960		(392,827	)		–			–
Warrants exercised
July 28, 2006		100,000		100		59,900		–			–			60,000
Warrants exercised
September 11, 2006		50,000		50		29,950		–			–			30,000
Options granted for services		–		–		558,882		–			–			558,882

Net operating loss for the
year ended September 30, 2006		–		–		–		–			(1,922,282	)		(1,922,282	)

Balance at September 30, 2006		62,979,295		62,979		6,513,620		739,827			(3,760,585	)		3,555,841

Issuance of common stock
Settlement Agreement January 22, 2007
- Shares		1,600,000		1,600		433,950		–			–			435,550
Exercise option agreement April 4, 2007
- Shares		5,400,000		5,400		734,427		(739,827	)		–			–
Private placement May 25, 2007
- Shares		5,000,000		5,000		1,086,348		–			–			1,091,348
- Warrants (5,000,000)		–		–		758,652		–			–			758,652
Private placement June 22, 2007
- Shares		8,333,333		8,333		2,731,300		–			–			2,739,633
- Warrants (8,333,333)		–		–		1,676,492		–			–			1,676,492
- Special warrants (1,000,000)		–		–		283,875		–			–			283,875
Private placement July 11, 2007
- Shares		323,333		323		106,559		–			–			106,882
- Warrants (323,333)		–		–		66,397		–			–			66,397
- Special warrants (38,800)		–		–		11,021		–			–			11,021

Subtotal carried forward		83,635,961		83,635		14,402,641		–			(3,760,585	)		10,725,691

See accompanying notes to the consolidated financial statements

DEEP WELL OIL & GAS, INC. (AND SUBSIDIARIES)

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Continued)

For the Period from September 10, 2003 (Inception of Exploration Stage) to September 30, 2013

Capital

Additional

Stock

Common Shares

Paid in

Subscriptions

Accumulated

Amount

Capital

Received

Deficit

Total

Subtotal carried forward

from previous page

83,635,961

83,635

14,402,641

–

(3,760,585

)

10,725,691

Warrant exchange September 4, 2007

- Share value transferred

from warrants

–

11,467

–

11,467

- Warrants cancelled (500,000)

–

(130,276

)

–

(130,276

)

- Warrants issued (625,000)

–

118,809

–

118,809

Warrant exchange September 10, 2007

- Share value transferred

from warrants

–

7,237

–

7,237

- Warrants cancelled (287,500)

–

(74,909

)

–

(74,909

)

- Warrants issued (359,375)

–

67,672

–

67,672

Options granted for services

–

246,643

–

246,643

Net operating loss for the

year ended September 30, 2007

–

(1,435,664

)

(1,435,664

)

Balance at September 30, 2007

83,635,961

83,635

14,649,284

–

(5,196,249

)

9,536,670

Issuance of common stock

August 12, 2008

- Warrants expired (560,946)

–

Private Placement August 14, 2008

- Shares

10,638,297

10,638

3,099,429

–

3,110,067

- Warrants (10,638,297)

–

1,619,827

–

1,619,827

- Special warrants (2,000,000)

–

270,106

–

270,106

Options granted for services

–

111,815

–

111,815

Net operating loss for the

year ended September 30, 2008

–

(2,796,055

)

(2,796,055

)

Balance at September 30, 2008

94,274,258

94,273

19,750,461

–

(7,992,304

)

11,852,430

Issuance of common stock

October 11, 2008

- Warrants expired (3,150,000)

–

Private Placement October 31, 2008

- Shares

12,500,000

12,500

3,247,870

–

3,260,370

- Warrants (12,500,000)

–

1,559,307

–

1,559,307

- Special warrants (2,000,000)

–

180,323

–

180,323

January 13, 2009

- Warrants expired (73,000)

–

Options granted for services

–

5,802

–

5,802

Net operating loss for the

year ended September 30, 2009

–

(2,167,343

)

(2,167,343

)

Balance at September 30, 2009

106,774,258

106,773

24,743,763

–

(10,159,647

)

14,690,889

See accompanying notes to the consolidated financial statements

DEEP WELL OIL & GAS, INC. (AND SUBSIDIARIES)

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Continued)

For the Period from September 10, 2003 (Inception of Exploration Stage) to September 30, 2013

Capital

Additional

Stock

Common Shares

Paid in

Subscriptions

Accumulated

Amount

Capital

Received

Deficit

Total

Balance carried forward

at September 30, 2009

106,774,258

106,773

24,743,763

–

(10,159,647

)

14,690,889

March 9, 2010

- Warrants expired (984,375)

–

May 25, 2010

- Warrants expired (5,000,000)

–

June 22, 2010

- Warrants expired (8,333,333)

–

July 11, 2010

- Warrants expired (323,333)

–

Net operating loss for the

year ended September 30, 2010

–

(1,331,552

)

(1,331,552

)

Balance at September 30, 2010

106,774,258

106,773

24,743,763

–

(11,491,199

)

13,359,337

Issuance of common stock

Private Placement November 9, 2010

- Shares

29,285,713

29,286

1,257,181

–

1,286,467

- Warrants (29,285,713)

–

763,533

–

763,533

March 23, 2011

- Shares issued to a director

500,000

500

69,500

–

70,000

- Shares issued for services ()

180,000

180

25,020

–

25,200

August 14, 2011

- Warrants expired (2,000,000)

–

- Warrants expired (10,638,297)

–

Options granted for services

–

199,081

–

199,081

Net operating loss for the

year ended September 30, 2011

–

(1,688,454

)

(1,688,454

)

Balance at September 30, 2011

136,739,971

136,739

27,058,078

–

(13,179,653

)

14,015,164

October 31, 2011

-Warrants expired (14,500,000) (Note 11)

–

June 22, 2012

-Warrants expired (1,000,000) (Note 11)

–

July 11, 2012

-Warrants expired (38,800) (Note 11)

–

Options granted for service

–

108,664

–

108,664

Net operating loss for the

year ended September 30, 2012

–

(1,095,050

)

(1,095,050

)

Balance at September 30, 2012

136,739,971

136,739

27,166,742

–

(14,274,703

)

13,028,778

See accompanying notes to the consolidated financial statements

DEEP WELL OIL & GAS, INC. (AND SUBSIDIARIES)

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Continued)

For the Period from September 10, 2003 (Inception of Exploration Stage) to September 30, 2013

								Capital
					Additional			Stock
	Common Shares				Paid in			Subscriptions		Accumulated
	Shares		Amount		Capital			Received		Deficit			Total

Balance carried forward
At September 30, 2012		136,739,971	$	136,739	$	27,166,742			–	$	(14,274,703	)	$	13,028,778

Private Placement November 23, 2012
- Shares (Note 11)		42,857,142		42,858		2,957,142			–		–			3,000,000

Private Placement June 20, 2013
- Shares (Note 11)		850,000		850		26,598			–		–			27,448
- Warrants (850,000) (Note 11)		–		–		15,052			–		–			15,052
- Accounts Payable Forgiven (Note 11)		–		–		234,402			–		–			234,402

Private Placement July 31, 2013
- Shares (Note 11)		45,111,778		45,111		21,954,889			–		–			22,000,000

Stock options
- Exercised August 12, 2013 (Note 11)		2,000,000		2,000		179,000			–		–			181,000

Warrants
- Exercised August 12, 2013 (Note 11)		330,000		330		24,670			–		–			25,000

Stock options
- Exercised August 13, 2013 (Note 11)		600,000		600		69,900			–		–			70,500

Warrants
- Exercised August 14, 2013 (Note 11)		238,096		238		24,762			–		–			25,000

Stock options
- Exercised August 15, 2013 (Note 11)		600,000		600		69,900			–		–			70,500

Return of Capital Distribution
- September 20, 2013 (Note 11)		–		–		(12,895,065	)		–		–			(12,895,065	)

Options granted for services		–		–		125,099			–		–			125,099

Net operating loss for the
year ended September 30, 2013		–		–		–			–		(2,463,403	)		(2,463,403	)

Balance at September 30, 2013		229,326,987	$	229,326	$	39,953,091		$	–	$	(16,738,106	)	$	23,444,311

See accompanying notes to the consolidated financial statements

DEEP WELL OIL & GAS, INC. (AND SUBSIDIARIES)

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended September 30, 2013 and 2012 and the Period from September 10, 2003

(Inception of Exploration Stage) to September 30, 2013

	2013			2012			September 10, 2003 Inception to September 30, 2013

CASH PROVIDED BY (USED IN):

Operating Activities
Net loss	$	(2,463,403	)	$	(1,095,050	)	$	(16,738,106	)
Items not affecting cash:
Share based compensation		125,099			108,664			1,451,186
Bad debts		(261,666	)		(10,608	)		249,966
Depreciation and accretion		112,192			128,526			782,764
Forgiveness of loan payable and accounts payable		234,402			–			(53,004	)
Settlement of lawsuit		12,274			–			447,823
Commissions withheld from loans proceeds		–			–			121,000
(Gain) loss on disposal of assets		–			64			226
Net changes in non-cash working capital (Note 13)		(130,005	)		142,474			(377,181	)

Net Cash (Used) in Operating Activities		(2,371,107	)		(725,930	)		(14,115,326	)

Investing Activities
Purchase of property and equipment		–			(860	)		(904,469	)
Investment in oil and gas properties		(2,566,139	)		(35,731	)		(11,177,244	)
Long term investments		(40,371	)		(17,055	)		(305,363	)
Cash from acquisition of subsidiary		–			–			11,141
Return of costs from farmout agreement		–			–			961,426

Net Cash (Used) in Investing Activities		(2,606,510	)		(53,645	)		(11,414,509	)

Financing Activities
Loan payable		–			–			275,852
Loan advance – related parties		260,000			–			(551,746	)
Note payable repayment		–			–			(111,306	)
Debenture repayment		–			–			(1,004,890	)
Deposit on stock subscription		–			300,000			300,000
Proceeds from issuance of common stock		25,001,500			–			46,270,999
Proceeds from debenture net of commissions		–			–			879,000
Return of Capital Distribution		(12,895,065	)		–			(12,895,065	)

Net Cash Provided by Financing Activities		12,366,435			300,000			33,162,844

Increase (decrease) in cash and cash equivalents		7,388,818			(479,575	)		7,633,009

Cash and cash equivalents, beginning of year		244,191			723,766			–

Cash and cash equivalents, end of year	$	7,633,009		$	244,191		$	7,633,009

Supplemental Cash Flow Information:
Cash paid for interest	$	–		$	–			202,159

See accompanying notes to the consolidated financial statements

DEEP WELL OIL & GAS, INC. (AND SUBSIDIARIES)

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013 and 2012

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

Allied Devices Corporation (“Allied”) and its former subsidiaries were engaged in the manufacture and distribution of standard and custom precision mechanical assemblies and components throughout the United States.

On February 19, 2003, Allied filed a petition for bankruptcy in the United States Bankruptcy Court under Chapter 11 in the Eastern District of New York titled “Allied Devices Corporation, Case No. 03-80962-511”. The company emerged from bankruptcy pursuant to a Bankruptcy Court Order entered on September 10, 2003, with no remaining assets or liabilities and the company name was changed from “Allied Devices Corporation” to “Deep Well Oil & Gas, Inc.” (“Deep Well”).

Upon emergence from Chapter 11 proceedings, Deep Well adopted fresh-start reporting in accordance with the Financial Accounting Standards Board (“FASB) Accounting Standards Codification (“ASC”) 852-10. In connection with the adoption of fresh-start reporting, a new entity was deemed created for financial reporting purposes, and Deep Well adopted the provisions of fresh-start reporting effective September 10, 2003. As a result, the company was required to value its assets and liabilities at fair value and eliminate any accumulated deficit as of September 10, 2003. Deep Well emerged from Chapter 11 proceedings with no assets and liabilities pursuant to the Bankruptcy Order. After the Bankruptcy Order and restructuring was completed, Deep Well entered into the oil and gas exploration business and acquired properties in the Peace River oil sands area, located in the province of Alberta, Canada. Because the current business, heavy oil and gas exploration, has no relevance to the predecessor company, there is no basis for financial comparisons between Deep Well’s current operations and the predecessor company.

This report has been prepared showing the name “Deep Well Oil & Gas, Inc. (and Subsidiaries)” (“the Company”) and the post-split common stock, with $0.001 par value, from inception. The accumulated deficit has been restated to zero and dated September 10, 2003, with the statement of operations to begin on that date.

Basis of Presentation

These consolidated financial statements are expressed in U.S. dollars and are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

These statements reflect all adjustments, consisting solely of normal recurring adjustments (unless otherwise disclosed) which, in the opinion of management, are necessary for a fair presentation of the information contained herein.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

These consolidated financial statements include the accounts of two wholly owned subsidiaries: (1) Northern Alberta Oil Ltd. ("Northern") from the date of acquisition, being June 7, 2005, incorporated under the Business Corporations Act (Alberta), Canada; and (2) Deep Well Oil & Gas (Alberta) Ltd., incorporated under the Business Corporations Act (Alberta), Canada on September 15, 2005. All inter-company balances and transactions have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Allowance for Doubtful Accounts

The Company determines allowances for doubtful accounts based on aging of specific accounts. Accounts receivable are stated at the historical carrying amounts net of allowances for doubtful accounts and include only the amounts the Company deems to be collectable. The allowance for bad debts was $17,048 and $243,752 at September 30, 2013 and September 30, 2012 respectively. See note 16 for a description of amounts relating to this balance.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is computed using the declining balance method over the estimated useful life of the asset. Only half of the depreciation rate is taken in the year of acquisition. The following is a summary of the depreciation rates used in computing depreciation expense:

Software	- 100%
Computer equipment	- 55%
Portable work camp	- 30%
Vehicles	- 30%
Road Mats	- 30%
Wellhead	- 25%
Office furniture and equipment	- 20%
Oilfield Equipment	- 20%
Tanks	- 10%

Expenditures for major repairs and renewals that extend the useful life of the asset are capitalized. Minor repair expenditures are charged to expense as incurred. Leasehold improvements are amortized over the greater of five years or the remaining life of the lease agreement.

Long-Lived Assets

The Company reviews for the impairment of long-lived assets annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Impairment is measured as the amount by which the assets’ carrying value exceeds its fair value. No impairments to the Company’s long-lived assets were identified or recorded in the fiscal years ended September 30, 2013 and 2012.

Asset Retirement Obligations

The Company accounts for asset retirement obligations by recording the estimated future cost of the Company’s plugging and abandonment obligations. The asset retirement obligation is recorded when there is a legal obligation associated with the retirement of a tangible long-lived asset and the fair value of the liability can be reasonably estimated. Upon initial recognition of an asset retirement obligation, the Company increases the carrying amount of the long-lived asset by the same amount as the liability. Over time, the liabilities are accreted for the change in their present value through charges to oil and gas production and well operations costs. The initial capitalized costs are depleted over the useful lives of the related assets through charges to depreciation, depletion, and amortization. If the fair value of the estimated asset retirement obligation changes, an adjustment is recorded to both the asset retirement obligation and the asset retirement cost.

Revisions in estimated liabilities can result from revisions of estimated inflation rates, escalating retirement costs, and changes in the estimated timing of settling asset retirement obligations. As at September 30, 2013 and 2012, asset retirement obligations amount to $446,155 and $425,700, respectively. The Company has posted bonds, where required, with the Government of Alberta based on the amount the government estimates the costs of abandonment and reclamation to be.

Foreign Currency Translation

The functional currency of the Canadian subsidiaries is the United States dollar. However, the Canadian subsidiaries transact in Canadian dollars. Consequently, monetary assets and liabilities are remeasured into United States dollars at the exchange rate on the balance sheet date and non-monetary items are remeasured at the rate of exchange in effect when the assets are acquired or obligations incurred. Revenues and expenses are remeasured at the average exchange rate prevailing during the year. Foreign currency transaction gains and losses are included in results of operations.

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Financial, Concentration and Credit Risk

The Company does not have any concentration or related financial credit risk as most of the Company’s funds are maintained in a financial institution which has its deposits fully guaranteed by the Government of Alberta and the accounts receivable are considered to be fully collectible.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

Due to the uncertainty regarding the Company’s profitability, a valuation allowance has been recorded against the future tax benefits of its losses and no net benefit has been recorded in the consolidated financial statements.

Revenue Recognition

The Company is in the business of exploring for, developing, producing, and selling crude oil and natural gas. Crude oil revenue is recognized when the product is taken from the storage tanks on the lease and delivered to the purchaser. Natural gas revenues are recognized when the product is delivered into a third party pipeline downstream of the lease. Occasionally the Company may sell specific leases, and the gain or loss associated with these transactions will be shown separately from the profit or loss from the operations or sales of oil and gas products.

Advertising and Market Development

The Company expenses advertising and market development costs as incurred.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights, unless the exercise becomes anti-dilutive and then the basic and diluted per share amounts are the same. There were 48,064,693 common stock equivalents excluded from the calculation because their effect would be antidilutive.

Financial Instruments

Financial instruments include cash and cash equivalents, accounts receivable, long term investments, investment in equity securities, accounts payable and accounts payable – related parties. The fair value of these financial instruments approximates their carrying value because of the short-term maturity of these items unless otherwise noted. The fair value of the investment in equity securities cannot be determined as the market value is not readily obtainable. The equity securities are reported using the cost method.

Environmental Requirements

At the report date, environmental requirements related to the oil and gas properties acquired are unknown and therefore an estimate of any future cost cannot be made.

Share-Based Compensation

The Company accounts for stock options granted to directors, officers, employees and non-employees using the fair value method of accounting. The fair value of stock options for directors, officers and employees are calculated at the date of grant and is expensed over the vesting period of the options on a straight-line basis. For non-employees, the fair value of the options is measured on the earlier of the date at which the counterparty performance is complete or the date at which the performance commitment is reached. The Company uses the Black-Scholes model to calculate the fair value of stock options issued, which requires certain assumptions to be made at the time the options are awarded, including the expected life of the option, the expected number of granted options that will vest and the expected future volatility of the stock. The Company reflects estimates of award forfeitures at the time of grant and revises in subsequent periods, if necessary, when forfeiture rates are expected to change.

Recently Adopted Accounting Standards

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial statements.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used in preparing these consolidated financial statements.

Significant estimates by management include valuations of oil and gas properties, valuation of accounts receivable, useful lives of long-lived assets, asset retirement obligations, valuation of share-based compensation, and the realizability of future income taxes.

3. OIL AND GAS PROPERTIES

The Company has acquired interests in certain oil sands properties located in North Central Alberta, Canada. The terms include certain commitments related to oil sands properties that require the payments of rents as long as the leases are non-producing. As of September 30, 2013, the Company’s net payments due in Canadian dollars under this commitment are as follows:

2014	$	47,398
2015	$	47,398
2016	$	47,398
2017	$	47,398
Subsequent	$	46,502

The Government of Alberta owns this land and the Company has acquired the rights to perform oil and gas activities on these lands. If the Company meets the conditions of the 15-year leases the Company will then be permitted to drill on and produce oil from the land into perpetuity. These conditions give the Company until the expiration of the leases to meet the following requirements on its primary oil sands leases:

a.)	drill 68 wells throughout the 68 sections; or

b.)	drill 44 wells within the 68 sections and having acquired and processed 2 miles of seismic on each other undrilled section.

The Company plans to meet the second of these conditions. As at September 30, 2013 and 2012, the Company has an interest in ten wells, which can be counted towards these requirements.

The Company has identified 2 other wells drilled on these leases, which may be included in the satisfaction of this requirement. The Company has also acquired and processed 25 miles of seismic on the leases, which can be counted towards these requirements.

The Company follows the successful efforts method of accounting for costs of oil and gas properties. Under this method, only those exploration and development costs that relate directly to specific oil and gas reserves are capitalized; costs that do not relate directly to specific reserves are charged to expense. Producing, non-producing and unproven properties are assessed annually, or more frequently as economic events indicate, for potential impairment.

This consists of comparing the carrying value of the asset with the asset's expected future undiscounted cash flows without interest costs. Estimates of expected future cash flows represent management's best estimate based on reasonable and supportable assumptions. Proven oil and gas properties are reviewed for impairment on a field-by-field basis. No impairment losses were recognized for the year ended September 30, 2013 (September 30, 2012 - $nil).

Capitalized costs of proven oil and gas properties are depleted using the unit-of-production method when the property is placed in production.

Substantially all of the Company's oil and gas activities are conducted jointly with others. The accounts reflect only the Company's proportionate interest in such activities.

On December 3, 2012, the Company entered into and subsequently closed a Purchase and Sale agreement with the Company’s former joint venture partner 1132559 Alberta Ltd. (“113” a private company) and acquired 113’s 10% working interest in most of the Sawn Lake oil sands properties where the Company already owns working interests, in exchange for the following:

1.)	$2,412,960 (Cdn $2,400,000);

2.)	The discontinuance, without costs, of the Court of Queen’s Bench, Judicial District of Edmonton, Action No. 0803-0869 and Action No. 1003-14659 filed by the Company against 113; and

3.)	Forgiving the amounts owed from 113 to the Company in the amount of $239,459 (Cdn $239,268) and any defaults and penalties that the Company had imposed upon 113.

On July 30, 2013, the Company entered into a Steam Assisted Gravity Drainage demonstration project (“SAGD Project”) Agreement with the Company’s joint venture partner to participate in a recently, Alberta Energy Regulator (“AER”), approved SAGD Project on the Company’s 50% owned oil sands properties located in North Central Alberta, Canada (also known as the Sawn Lake heavy oil reservoir). On August 15, 2013, and in accordance with the SAGD Project Agreement and the Amendment, the Company served notice (“Notice of Election”) to its joint venture partner of the Company’s election to participate in the SAGD Project. Upon signing the Notice of Election the Company was required to pay in full the cash calls for the Company’s initial share of the costs of the SAGD Project and has since paid this amount in full as per the Farmout Agreement dated July 31, 2013.

On July 31, 2013, the Company entered into Farmout agreement (the “Farmout Agreement”) with MP West Canada SAS (“Farmee”), a subsidiary beneficially owned 1/3 by Maurel et Prom and 2/3 by MPI, two listed companies based in Paris, France, to fund the Company’s share of the recently AER approved SAGD Project at the Company’s Sawn Lake heavy oil reservoir in North Central Alberta, Canada. The Farmee has informed the Company that it plans to transfer its interests in the Farmout Agreement to MP Energy West Canada Corp. In accordance with the Farmout Agreement the Farmee has agreed to provide up to $40,000,000 in funding for the Company’s portion of the costs for the SAGD Demonstration Project, in return for a net 25% working interest in 12 sections where the Company has a working interest of 50%. As required by the Farmout Agreement, the Farmee has since paid in full the cash calls to the operator of the SAGD Project for the Farmee’s share and the Company’s share of the initial costs of the SAGD Project. The Farmee will also provide funding to cover monthly operating expenses of the Company, of which the first such payment shall be in respect of the month of August 2013 and shall not exceed $30,000 per month. In addition, by December 31, 2014, the Farmee has the option to elect to obtain a working interest of 40% to 45% working interest in the remaining 56 sections of land where the Company has working interests ranging from 80% to 90%, by committing $110,000,000 of financing to the Company’s Sawn Lake oil sands project. An agent fee of $1,500,000 was paid in connection with the Farmout Agreement.

4. CAPITALIZATION OF COSTS INCURRED IN OIL AND GAS ACTIVITIES

The Company accounts for the cost of exploratory wells and continues to capitalize exploratory well costs after the completion of drilling as long as a sufficient progress is being made in assessing the oil sands reserves to justify its completion as a producing well.

For the fiscal year ending September 30, 2013, the Company’s management determined that sufficient progress has been made in assessing its oil sands reserves for continued capitalization of exploratory well costs. In relation to this sufficient progress assessment of its oil sands project the Company considered among other criteria; long lead times in getting regulatory approval for oil sands thermal recovery projects, road bans, winter access only properties and governmental and environmental regulations which can and often delay development of oil sands projects. Because of these and other factors, the Company’s oil sands project can take significantly longer to complete than regular conventional drilling programs for lighter oil. To date the Company’s geological, engineering, economic studies and recently AER approved thermal recovery projects continue to lead them to believe that there is continuing progress toward bringing the project to commercial production. Therefore, the Company has continued to capitalize its costs associated with its oil sands project.

For the Company’s exploratory wells, drilling costs are capitalized on the balance sheet under “Oil and Gas Properties” line item, pending a determination of whether potentially economic oil sands reserves have been discovered by the drilling effort to justify completion of the find as a producing well. The Company periodically assesses the exploration and drilling capitalized costs for impairment and once a determination is made that a well is of no potential economic value, the costs related to that well are expensed as dry hole and reported in exploration expense. No impairments to the Company’s long-lived assets were identified or recorded in the fiscal years ended September 30, 2013 and 2012.

The following table illustrates capitalized costs relating to oil and gas – producing activities for two fiscal years ended September 30, 2013 and September 30, 2012:

	2013			2012
Unproved Oil and Gas Properties	$	15,963,517		$	13,222,551
Proved Oil and Gas Properties		–			–
Accumulated Depreciation		(41,747	)		(32,033	)
Net Capitalized Cost	$	15,921,770		$	13,190,518

5. EXPLORATION ACTIVITIES

The following table presents information regarding the Company’s costs incurred in the oil and gas property acquisition, exploration and development activities for two fiscal years ended September 30, 2013 and September 30, 2012:

	2013		2012

Acquisition of Properties:
Proved	$	–	$	–
Unproved		2,740,967		57,005
Exploration costs		55,810		119,353
Development costs		–		–

6. INVESTMENT IN EQUITY SECURITIES

On February 25, 2005, the Company acquired an interest in Signet Energy Inc. (“Signet” formerly Surge Global Energy, Inc.) as a result of a Farmout Agreement. Signet amalgamated with Andora Energy Corporation (“Andora”) in 2007.

As of November 19, 2008, the Company converted its Signet shares into 2,241,558 shares of Andora, which represents an equity interest in Andora of approximately 2.24% as of September 30, 2012, which is Andora’s fiscal year end. These shares are carried at a nominal value using the cost method and their value is included under oil and gas properties on the Company’s balance sheet.

7. PROPERTY AND EQUIPMENT

	September 30, 2013
			Accumulated		Net Book
	Cost		Depreciation		Value

Computer equipment	$	31,084	$	30,576	$	508
Office furniture and equipment		33,199		24,938		8,261
Software		5,826		5,826		–
Leasehold improvements		4,936		4,602		334
Portable work camp		170,580		135,767		34,813
Vehicles		38,077		30,306		7,771
Oilfield equipment		249,045		106,527		142,518
Road mats		364,614		290,202		74,412
Wellhead		3,254		1,653		1,601
Tanks		96,085		36,196		59,889
	$	996,700	$	666,593	$	330,107

	September 30, 2012
			Accumulated		Net Book
	Cost		Depreciation		Value

Computer equipment	$	31,084	$	29,312	$	1,772
Office furniture and equipment		33,199		21,152		12,046
Software		5,826		5,826		–
Leasehold improvements		4,936		3,934		1,002
Portable work camp		170,580		120,847		49,733
Vehicles		38,077		26,976		11,101
Oilfield equipment		154,713		82,689		72,024
Road mats		364,614		258,311		106,303
Wellhead		3,254		1,119		2,135
Tanks		96,085		29,541		66,544
	$	902,368	$	579,707	$	322,660

There was $86,884 of depreciation expense for the year ended September 30, 2013 (September 30, 2012 - $104,033)

8. LONG TERM INVESTMENTS

Long term investments consist of cash held in trust by the Alberta Energy Regulators (“AER”) which bears a interest at a rate of prime minus 0.375% and has no stated date of maturity. These investments are required by the ERCB to ensure there are sufficient future cash flows to meet the expected future asset retirement obligations and are restricted for this purpose.

9. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Accounts payable – related parties was $18,144 as of September 30, 2013 (September 30, 2012 - $408,277) for fees payable to corporations owned by directors. This amount is unsecured, non-interest bearing, and has no fixed terms of repayment.

As of September 30, 2013, officers, directors, their families, and their controlled entities have acquired 52.56% of the Company’s outstanding common capital stock. This percentage does not include unexercised warrants or stock options.

The Company incurred expenses totalling $275,800 to two related parties for professional fees and consulting services during the year ended September 30, 2013 (September 30, 2012 - $327,459), $98,500 of expenses related to Portwest was reversed as part of the Amending Agreement, referred to note 15. These amounts are included in the balance of accounts payable – related parties as of September 30, 2013.

As of June 30, 2013, the Company received a loan for $260,000 as a note payable from one of the Company’s directors. On August 15, 2013, the loan payable was offset by the amount of $70,500 for exercising director’s stock options reducing the total loan payable to $189,500 as of September 30, 2013.

10. ASSET RETIREMENT OBLIGATIONS

The total future asset retirement obligation is estimated by management based on the Company’s net working interests in all wells and facilities, estimated costs to reclaim and abandon wells and facilities and the estimated timing of the costs to be incurred in future periods. At September 30, 2013, the Company estimates the undiscounted cash flows related to asset retirement obligation to total approximately $674,296 (September 30, 2012 - $664,403). The fair value of the liability at September 30, 2013 is estimated to be $446,155 (September 30, 2012 - $425,700) using a risk free rate of 3.74% and an inflation rate of 2%. The actual costs to settle the obligation are expected to occur in approximately 35 years.

Changes to the asset retirement obligation were as follows:

	September 30, 2013			September 30, 2012

Balance, beginning of year	$	425,700		$	387,368
Liabilities incurred		23,400			–
Effect of foreign exchange		(19,299	)		22,038
Disposal		–			–
Accretion expense		16,354			16,294
Balance, end of year	$	446,155		$	425,700

11. COMMON STOCK

On November 23, 2012, the Company completed a private placement for an aggregate of 42,857,142 units at a price of $0.07 per unit for an aggregate of $3,000,000 (including a deposit received prior to September 30, 2012 of $300,000). Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.105 per common share for a period of three years from the date of closing, provided that if the closing price of the common shares of the Company on the principal market on which the shares trade is equal to or exceeds $1.00 for 30 consecutive trading days, the warrant term shall automatically accelerate to the date which is 30 calendar days following the date that written notice has been given to the warrant holders. The warrants expire on November 23, 2015. The value of the common shares and the warrants totaled $1,985,249 and $1,014,751, respectively.

On June 20, 2013, the Company completed a private placement for an aggregate of 850,000 units at a price of $0.05 per unit for an aggregate of $42,500. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.075 per common share for a period of three years from the date of closing, provided that if the closing price of the common shares of the Company on the principal market on which the shares trade is equal to or exceeds $1.00 for 30 consecutive trading days, the warrant term shall automatically accelerate to the date which is 30 calendar days following the date that written notice has been given to the warrant holders. The warrants expire on June 20, 2016. The value of the common shares and the warrants totaled $27,448 and $15,052, respectively.

On July 31, 2013, the Company completed a private placement for an aggregate of 45,111,778 common shares for an aggregate of $22,000,000. Pursuant to the subscription agreement between the Company and investor the Company issued the shares to the investor after September 20, 2013 but before November 30, 2013. No warrants were issued to the investor in connection with this private placement.

Between August 12 and August 15, 2013, six directors and two consultants of the Company acquired a combined total of 3,768,096 common shares, upon exercising stock options and warrants, at exercise prices ranging from $0.05 to $0.14 per common share for total combined gross proceeds to the Company of $372,000.

Return of Capital Distribution

On August 9, 2013, the Company approved a distribution to its shareholders in the amount of $0.07 per share to be payable on September 20, 2013 (the “Payment Date”) to the holders of record of all the issued and outstanding shares of common stock of the Company as of the close of business on August 16, 2013, (the “Record Date”). This cash distribution to the Company’s shareholders was not a dividend paid out of the earnings and profits, but was a non-dividend distribution characterized as a “return of capital”.

Warrants

On October 31, 2011, 14,500,000 warrants previously granted on October 31, 2008 expired unexercised.

On June 22, 2012, 1,000,000 warrants previously granted on June 22, 2007 expired unexercised.

On July 11, 2012, 38,800 warrants previously granted on July 11, 2007 expired unexercised.

The following table summarizes the Company’s warrants outstanding as of September 30, 2013:

	Shares Underlying Warrants Outstanding						Shares Underlying Warrants Exercisable
Range of Exercise Price	Shares Underlying Warrants Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Shares Underlying Warrants Exercisable		Weighted Average Exercise Price

$0.105 at September 30, 2013		71,904,759		1.33		0.1050		71,904,759		0.1050
$0.075 at September 30, 2013		520,000		2.72		0.0750		520,000		0.0750
		72,424,759		1.34		0.1048		72,424,759		0.1048

The following is a summary of warrant activity for the year ending September 30, 2013:

	Number of Warrants		Weighted Average Exercise Price		Intrinsic Value

Balance, September 30, 2012		29,285,713	$	0.1050	$	–
Warrants granted November 23, 2012		42,857,142		0.1050		–
Warrants granted June 20, 2013		850,000		0.0750		–
Warrants exercised August 12, 2013		330,000		0.0750		0.3650
Warrants exercised August 14, 2013		238,096		0.1050		0.3150
Balance, September 30, 2013		72,424,759	$	0.1048	$	0.1952
Outstanding Warrants, September 30, 2013		72,424,759	$	0.1048	$	0.1952

There were 72,424,759 warrants outstanding as of September 30, 2013 (September 30, 2012 – 29,285,713), which have a historical fair market value of $1,743,336 (September 30, 2012 - $763,533).

Measurement Uncertainty for Warrants

The Company used the Black-Scholes option pricing model (“Black-Scholes”) to value the options and warrants. This model was developed for use in estimating the fair value of traded “European” options which are liquid and that have no vesting restrictions and are fully transferable. Stock options and the warrants attached to the units issued by the Company are non-transferable and vest over time, and are “American” options. Option pricing models require the input of subjective assumptions including expected share price volatility. The fair value estimate can vary materially as a result of changes in the assumptions. The following assumptions are used in the Black-Scholes option-pricing model:

Expected Term – Expected term of 5 years represents the period that the Company’s stock-based awards are expected to be outstanding.

Expected Volatility – Expected volatilities are based on historical volatility of the Company’s stock, adjusted where determined by management for unusual and non-representative stock price activity not expected to recur. The expected volatility used ranged from 96% to 116%.

Expected Dividend – The Black-Scholes valuation model calls for a single expected dividend yield as an input. The Company currently pays no dividends and does not expect to pay dividends in the foreseeable future.

Risk-Free Interest rate – The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term. The risk-free rate used ranged from 0.62% to 1.31%.

12. STOCK OPTIONS

On November 28, 2005, the Board of Deep Well adopted the Deep Well Oil & Gas, Inc. Stock Option Plan (the “Plan’). The Plan was approved by the majority of shareholders at the February 24, 2010 general meeting of shareholders. The Plan, is administered by the Board, permits options to acquire shares of the Company’s common stock (the “Common Shares”) to be granted to directors, senior officers and employees of the Company and its subsidiaries, as well as certain consultants and other persons providing services to the Company or its subsidiaries.

The maximum number of shares, which may be reserved for issuance under the Plan, may not exceed 10% of the Company’s issued and outstanding Common Shares, subject to adjustment as contemplated by the Plan. The aggregate number of Common Shares with respect to which options may be vested to any one person (together with their associates) in any one year, together with all other incentive plans of the Company, may not exceed 500,000 Common Shares per year, and in total may not exceed 2% of the total number of Common Shares outstanding.

On March 23, 2011, the Company granted six of its directors options to purchase 450,000 shares each of common stock at an exercise price of $0.14 per Common Share, 150,000 vesting immediately and the remaining vesting one-third on March 23, 2012, and one-third on March 23, 2013, with a five-year life.

On October 25, 2011, 375,000 stock options previously granted on October 25, 2006 to a director expired unexercised.

On September 20, 2012, 240,000 and 36,000 stock options previously granted on September 20, 2007 to R.N. Dell Energy Ltd. and an employee of the Company, respectively, expired unexercised.

On June 20, 2013, the Company granted six of its directors options to purchase 450,000 shares each of common stock at an exercise price of $0.05 per Common Share, 150,000 vesting immediately and the remaining vesting one-third on June 20, 2014, and one-third on June 20, 2015, with a five-year life.

On June 20, 2013, the Company granted two consultants an option to purchase each 1,000,000 shares each of common stock at an exercise price of $0.05 per Common Share, 500,000 vesting immediately and remaining vesting on June 20, 2014.

On June 20, 2013, the Company granted one employee an option to purchase 150,000 shares each of common stock at an exercise price of $0.05 per Common Share, 50,000 vesting immediately and the remaining vesting one-third on June 20, 2014, and one-third on June 20, 2015, with a five-year life.

From August 12 to 15, 2013, there were 3,200,000 stock options exercised at total amount of $322,000 from six directors and one consultant.

For the period ended September 30, 2013, the Company recorded share based compensation expense related to stock options in the amount of $125,099 (September 30, 2012 - $108,664) on the stock options vested on March 23, 2013 and on June 20, 2013. As of September 30, 2013, there was remaining unrecognized compensation cost of $83,853 related to the non-vested portion of these unit option awards. Compensation expense is based upon straight-line depreciation of the grant-date fair value over the vesting period of the underlying unit option.

	Shares Underlying Options Outstanding						Shares Underlying Options Exercisable
Range of Exercise Prices	Shares Underlying Options Outstanding		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Shares Underlying Options Exercisable		Weighted Average Exercise Price

$0.14 at September 30, 2013		900,000		2.48		0.14		900,000		0.14
$0.05 at September 30, 2013		3,450,000		4.72		0.05		550,000		0.05
		4,350,000		4.26		0.07		1,450,000		0.11

The aggregate intrinsic value of exercisable options as of September 30, 2013, was $0.19 (September 30, 2012 - $nil).

The following is a summary of stock option activity as at September 30, 2013:

	Number of Underlying Shares		Weighted Average Exercise Price		Weighted Average Fair Market Value

Balance , September 30, 2012		2,700,000	$	0.14	$	0.12

Balance, September 30, 2013		4,350,000	$	0.07	$	0.06

Exercisable, September 30, 2013		1,450,000	$	0.11	$	0.09

A summary of the options granted at September 30, 2013 and September 30, 2012 and changes during the periods then ended is presented below:

	September 30, 2013				September 30, 2012
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price

Outstanding balance at beginning of period		1,800,000	$	0.14		1,800,000	$	0.14
Vested at March 23, 2013		900,000		0.14		–		–
Granted at June 20, 2013		4,850,000		0.05		–		–
Vested at June 20,2013		1,950,000		0.05		–		–
Exercised August 12 - 15, 2013		1,800,000		0.14		–		–
Exercised August 12 - 15, 2013		1,400,000		0.05		–		–
Outstanding at end of period		4,350,000	$	0.07		1,800,000	$	0.14
Exercisable		1,450,000		0.11		1,800,000		0.14

There were 2,900,000 unvested stock options outstanding as of September 30, 2013 (September 30, 2012 - 900,000).

Measurement Uncertainty for Stock Options

Expected Term – Expected term of 5 years represents the period that the Company’s stock-based awards are expected to be outstanding.

13. CHANGES IN NON-CASH WORKING CAPITAL

	September			September
	30, 2013			30, 2012
Accounts receivable	$	101,035		$	(119,002	)
Prepaid expenses		(36,468	)		2,066
Accounts payable		(194,572	)		259,410

	$	(130,005	)	$	142,474

14. INCOME TAXES

As of September 30, 2013, the Company has approximately $5,759,755 (2012 – $4,149,303) of operating losses expiring through 2033 that may be used to offset future taxable income but are subject to various limitations imposed by rules and regulations of the Internal Revenue Service. The net operating losses are limited each year to offset future taxable income, if any, due to the change of ownership in the Company's outstanding shares of common stock. In addition, at September 30, 2013, the Company had an unused Canadian net operating loss carry-forward of approximately $11,687,391 (2012 – $10,890,933), expiring through 2033. These operating loss carry-forwards may result in future income tax benefits of approximately $4,937,762. However, because realization is uncertain at this time, a valuation reserve in the same amount has been established. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The components of the net deferred tax asset, the statutory tax rate, the effective rate and the elected amount of the valuation allowance are as follows:

	Year Ended September 30, 2013			Year Ended September 30, 2012
Statutory and effective tax rate
Domestic
Statutory U.S. federal rate		35.00	%		35.00	%
Foreign		25.00	%		25.375	%

	Year Ended September 30, 2013			Year Ended September 30, 2012
Income taxes recovered at the statutory and effective tax rate
Domestic
Statutory U.S. federal rate	$	607,443		$	81,533
Foreign		181,963			218,758

Timing differences:
Non-deductible expenses		(74,171	)		(93,161	)
Other deductible charges		67,568			2,086
Benefit of tax losses not recognized in the year		(782,803	)		(209,216	)

Income tax recovery (expense) recognized in the year	$	–		$	–

The approximate tax effects of each type of temporary difference that gives rise to deferred tax assets are as follows:

	Year Ended September 30, 2013			Year Ended September 30, 2012

Deferred income tax assets (liabilities)
Net operating loss carry-forwards	$	4,937,762		$	4,215,830
Oil and gas properties		731,166			107,344
Equipment		183,824			165,917
Valuation allowance		(5,852,752	)		(4,489,091	)

Net deferred income tax assets	$	–		$	–

In accordance with generally accepted accounting principles, the Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns for the open tax years in such jurisdictions. The Company has identified its federal income tax returns for the previous five years remain subject to examination. The Company’s income tax returns in state income tax jurisdictions also remain subject to examination for the previous five years. The Company currently believes that all significant filing positions are highly certain and that all of its significant income tax filing positions and deductions would be sustained upon audit. Therefore, the Company has no significant reserves for uncertain tax positions, and no adjustments to such reserves were required by generally accepted accounting principles. No interest or penalties have been levied against the Company and none are anticipated, therefore no interest or penalty has been included in the provision for income taxes in the consolidated statements of operations.

15. COMMITMENTS

Compensation to Directors

Since the acquisition of Northern Alberta Oil Ltd., the Company and Northern have entered into the following contracts with the following companies for the services of their officers:

1.)

Portwest Investments Ltd. (“Portwest”), a company owned 100% by Dr. Horst A. Schmid (the “Consultant”), for providing services to the Company as Chief Executive Officer and President for Cdn $12,500 per month. On July 1, 2005, the Company entered into a consulting agreement (the “Prior Agreement”) with Portwest, as filed with the Company’s annual report on Form 10-KSB filed on February 23, 2007, and incorporated by reference herein. On July 10, 2013, the Company and Portwest agreed to amend (the “Amending Agreement”) the Prior Agreement whereby the following was settled and amended:


i.	Effective date of the Amending Agreement will be June 20, 2013;

ii.	Term of Agreement will be until December 31, 2014;

iii.	The Consultant shall continue to provide services as Chief Executive Officer and President of the Company until the termination of the Agreement;

iv.	The fees payable to the Consultant in the Prior Agreement will be terminated and the Company will grant the Consultant 5-year options on 1,000,000 of its common shares exercisable at $0.05 per share. One half of these shares were vested immediately and the remaining one half will be vested on June 20, 2014;

v.	The Consultant will receive:

a.	$70,000 Cdn, and

b.	850,000 units of the Company’s shares and warrants at a price of $0.05 per unit. Each unit shall be comprised of one restricted Company common share and one 3 year full warrant entitling Portwest to be able to purchase another share for $0.075. The warrants expire on June 20, 2016,

As consideration for the execution of the Amending Agreement and the Termination of parts of the Prior Agreement, and waiving $239,528 Cdn accrued by the Company as owing to Portwest.

As of September 30, 2013, the Company has settled all outstanding amounts owed to Portwest Investments Ltd.

2.)	Concorde Consulting, a company owned 100% by Mr. Curtis J. Sparrow, for providing services as Chief Financial Officer to the Company for Cdn $15,000 per month. As of September 30, 2013 and September 30, 2012 the Company owed Concorde Consulting Cdn $16,225 and Cdn $138,725, respectively.

Rental Agreement

On November 20, 2007 and December 1, 2008, the Company entered into two office lease agreements commencing December 1, 2007 and January 1, 2009 and expiring on November 30, 2012 and December 31, 2013, respectively. One of the Company’s office lease agreements has since expired and will not be renewed. The annual payments due are as follows:

2014 Q1 (October - December)

10,625

16. RENTAL AND OTHER INCOME

The Company reversed part of the receivables and bad debts for the Company’s joint venture co-owners in the period at an amount of $267,962 (Cdn $265,651) of which $239,459 was related to a purchase agreement wherein the Company acquired an additional 10% working interest in most of the Sawn Lake oil sands properties where the Company already owns working interests, in exchange for $2,412,960 (Cdn $2,400,000), the discontinuance of two lawsuits, and forgiving the amounts owed and any defaults and penalties that the Company had imposed. This amount is included in Rental and Other Income.

17. LEGAL ACTIONS

I.G.M Resources Corp. vs. Deep Well Oil & Gas, Inc., et al

On March 10, 2005, I.G.M. Resources Corp. ("the Plaintiff") filed against Classic Energy Inc., 979708 Alberta Ltd., Deep Well Oil & Gas, Inc., Nearshore Petroleum Corporation, Mr. Steven P. Gawne, Rebekah Gawne, Gawne Family Trust, 1089144 Alberta Ltd., John F. Brown, Diane Lynn McClaflin, Cassandra Doreen Brown, Elissa Alexandra Brown, Brown Family Trust, Priority Exploration Ltd., Northern Alberta Oil Ltd. and Gordon Skulmoski (“the Defendant”) a Statement of Claim in the Court of Queen's Bench of Alberta Judicial District of Calgary. This suit is a part of a series of lawsuits or actions undertaken by the Plaintiff against some of the other above Defendants.

The Plaintiff was and still is a minority shareholder of 979708 Alberta Ltd. ("979708"). 979708 was in the business of discovering, assembling and acquiring oil and gas prospects. In 2002 and 2003, 979708 acquired oil and gas prospects in the Sawn Lake area of Alberta. On or about the 14th of July, 2003, all or substantially all the assets of 979708 were sold to Classic Energy Inc. The Plaintiff claims the value of the assets sold was far in excess of the value paid for those assets. On April 23, 2004 Northern Alberta Oil Ltd., purchased Classic Energy Inc.'s assets some of which are under dispute by the Plaintiff. On June 7, 2005 Deep Well acquired all of the common shares of Northern thereby giving Deep Well an indirect beneficial interest in the assets in which the Plaintiff is claiming an interest.

The Plaintiff seeks an order setting aside the transaction and returning the assets to 979708, compensation in the amount of $15,000,000 Cdn, a declaration of trust declaring that Northern and Deep Well hold all of the assets acquired from 979708 and any property acquired by use of such assets, or confidential information of 979708, in trust for the Plaintiff.

This lawsuit has been stayed pending the out come of the other litigation by the Plaintiff against some of the above Defendants other than Deep Well and Northern. The Company believes the claims are without merit and will vigorously defend against them. As at September 30, 2013, no contingent liability has been recorded, as the Company believes that a successful outcome for the Plaintiff is remote.

Hardie & Kelly vs. Brown et al

On June 2, 2006, Hardie and Kelly (“the Plaintiff”), Trustee of the Estate of John Forbes Brown filed against John Forbes Brown, a bankrupt, Diane Lynn McClaflin, 1089144 Alberta Ltd., and Deep Well (“the Defendants”) an Amended Statement of Claim in the Court of Queen's Bench of Alberta Judicial District of Calgary. John Forbes Brown was a former officer and then sub-contractor of Deep Well before and during the time he was assigned into bankruptcy on July 12, 2004. The Plaintiff claims, in addition to other issues unrelated to Deep Well, that John Forbes Brown received 4,812,500 Deep Well shares as a result of his employment at Deep Well and that John Forbes Brown improperly assigned these shares to the numbered company as a ruse entered into on the eve of insolvency by John Forbes Brown in order to facilitate the hiding of assets from his creditors and the trustee of his bankruptcy. The Plaintiff further claims that on August 23, 2004 John Forbes Brown advised the Plaintiff that he in fact owned the above shares and did not disclose this ownership in his filed bankruptcy statement of affairs.

The Plaintiff further claims that John Forbes Brown would lodge the said shares with his lawyer until such time as these shares could be transferred to the Plaintiff. The Plaintiff further claims that, unbeknownst to them, John Forbes Brown surreptitiously removed the shares from his lawyer's office and delivered them to Deep Well so that Deep Well could cancel them. The Plaintiff claims that Deep Well conspired with John Forbes Brown to defraud the creditors of John Forbes Brown by taking receipt and cancelling the said shares. The Plaintiff claims that consideration paid by Deep Well for the said shares was invested in the home owned by John Forbes Brown and his wife. The Plaintiff seeks; (1) an accounting of the proceeds and benefits derived by the dealings of the shares; (2) the home owned by John Forbes Brown and his wife, to be held in trust on behalf of the Plaintiff and an accounting of proceeds related to this trust; (3) damages from the Defendants because of their actions; (4) a judgement for $15,612,645 Cdn; (5) an order to sell John Forbes Brown's home; and (6) interest and costs.

On August 16, 2013, a Consent Order was filed in the Court of Queen's Bench of Alberta Judicial District of Calgary, by mutual consent of the parties, dismissing in its entirety the claims of the Plaintiff against the Company as set out in the Plaintiffs Amended Statement of Claim.

17. SUBSEQUENT EVENTS

On October 9, 2013, and in connection to the SAGD Project Agreement dated July 30, 2013, the Company entered into a Water Rights Conveyance Agreement whereby the Company acquired a 50% (25% post Farmout) working interest in one water source well and one water disposal well for a cost of Cdn $850,000, which in turn was reimbursed to the Company by the Farmee. In accordance with the Farmout Agreement dated July 31, 2013, the Farmee has agreed to provide up to $40,000,000 in funding for the Company’s portion of the costs for the SAGD Demonstration Project, in return for a net 25% working interest in 12 sections where the Company has a working interest of 50%. Also pursuant to the Water Rights Conveyance Agreement dated October 9, 2013 and the SAGD Project Agreement dated July 30, 2013, the Company was issued a cash call in the amount of Cdn $1,058,568 for the expenditures relating to the water source well, water disposal well and pipelines to connect to the SAGD Project surface facility. The Farmee has since paid this cash call in the amount of Cdn $1,058,568 pursuant to the Farmout Agreement dated July 31, 2013.

On October 10, 2013, the Company extended the expiration date of two warrants to purchase up to an aggregate of 29,047,617 shares of the Company’s common stock. The exercise price of the warrants remains unchanged at $0.105 per share. As a result of this extension, the expiration date of the warrants has been amended from the original expiry date of November 9, 2013 to November 23, 2015.

On October 28, 2013, the Company granted a contractor an option to purchase 250,000 shares of common stock at an exercise price of $0.30 per common share, all vesting immediately, with a five-year life, for his services in connection with the Farmout Agreement dated July 31, 2013.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On November 16, 2012, we formally informed Madsen & Associates CPAs, Inc. of the appointment of a different auditor as our Company’s independent registered public accounting firm upon expiry of Madsen & Associates CPAs, Inc. term of appointment. The reports of Madsen & Associates CPAs, Inc. on our Company’s financial statements as of and for the years ended September 30, 2011 and 2010 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. Our Company’s Board of Directors participated in and approved the decision to appoint a different independent registered public accounting firm upon expiry of Madsen & Associates CPAs, Inc.’s term of appointment. This decision was formally finalized on December 11, 2012.

During the years ended September 30, 2011, and 2010, and through November 16, 2012, there have been no disagreements with Madsen & Associates CPAs, Inc. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Madsen & Associates CPAs, Inc. would have caused them to make reference thereto in connection with their report on the financial statements for such years. Our Company has requested that Madsen & Associates CPAs, Inc. furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. For further information see Form 8-K filed on December 17, 2012 and incorporated herein by reference.

On November 16, 2012, Our Company engaged Sadler, Gibb & Associates, L.L.C. as its new independent registered public accounting firm. During the years ended September 30, 2011 and 2010, and through November 16, 2012, our Company had not consulted with Sadler, Gibb & Associates, L.L.C. regarding any of the following:

i.	The application of accounting principles to a specific transaction, either completed or proposed;

ii.

The type of audit opinion that might be rendered on the Company’s consolidated financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that Sadler, Gibb & Associates, L.L.C. concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue; or

iii.	Any matter that was subject of a disagreement, as that term is defined in Item 304 of Regulation S-K.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of our fiscal year ended September 30, 2013, an evaluation of the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934) was carried out under the supervision and with the participation of our principal executive officer and principal financial officer. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that as of the end of that fiscal year, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

It should be noted that while our principal executive officer and principal financial officer believe that our disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) to provide reasonable assurance regarding the reliability of our financial reporting and consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Our management, which included our principal executive officer and principal financial officer, assessed our internal control over financial reporting as of September 30, 2013. This assessment was based on criteria for effective internal control over financial reporting described in the internal control integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management believes that, as of September 30, 2013, our internal control over financial reporting was effective.

Attestation Report of the Independent Registered Public Accounting Firm

We are a smaller reporting company within the meaning of Rule 12b-2 under the Exchange Act. Therefore this annual report on Form 10-K is not required to include an attestation report of our independent registered public accounting firm, Sadler, Gibb & Associates, L.L.C. with respect to our internal control over financial reporting. Sadler, Gibb & Associates, L.L.C. audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of our internal control over financial reporting. Accordingly, Sadler, Gibb & Associates, L.L.C. expressed no such opinion on our internal control over financial reporting as of September 30, 2013.

Changes in Internal Control Over Financial Reporting

During the fiscal year ended September 30, 2013 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Deep Well reported all information that was required to be disclosed on Form 8-K during the fourth quarter of the fiscal year covered by this Form 10-K.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The directors and executive officers of Deep Well are as follows:

As at September 30, 2013
Name	Age	Position/Office

Dr. Horst A. Schmid	80	Director and Chairman of the Board, President and Chief Executive Officer
Mr. Said Arrata	73	Director
Mr. Satya Brata Das	57	Director
Mr. David Roff	42	Director
Mr. Curtis James Sparrow	57	Director and Chief Financial Officer, Secretary and Treasurer
Mr. Malik Youyou	60	Director

Biographies of Directors and Executive Officers

Brief biographies of the directors and executive officers of Deep Well are set forth below. All directors hold office until the next stockholders’ meeting or until their death, resignation, retirement, removal, disqualification or until their successors have been elected and qualified. Vacancies in the existing Board may be filled by majority vote of the remaining directors. Officers of our Company serve at the will of the Board of Directors. As of September 30, 2013 there are no written employment contracts for officers outstanding, other than the consulting contracts as disclosed herein.

Dr. Horst A. Schmid has served as director and Chairman of the Board of Deep Well since February 6, 2004 to present. Since June 29, 2005 to present he has been the Chief Executive Officer and President of Deep Well. From September 1996 to present, Dr. Schmid has been director, President and Chief Executive Officer of Portwest Investment Ltd., a private firm, located in Edmonton, Alberta, Canada. Prior to that, Dr. Schmid spent 15 years as Cabinet Minister for the Government of Alberta and 10 years as Commissioner General for Trade and Tourism for the province of Alberta. During that time he was involved in numerous successful overseas negotiations for the Alberta Oil & Gas Industry, achieving major contracts for Alberta Exploration/Production/Service Companies. He is the recipient of many Canadian and International Awards for his accomplishments. Dr. Schmid received an Honorary Law Degree from the University of Alberta.

Mr. Said Arrata has served as director of Deep Well since March 8, 2011 to present. Mr. Arrata is a highly experienced energy executive who brings a sophisticated understanding of energy company development to the Deep Well Board of Directors. Mr. Arrata is the Chairman of the Board of Directors and CEO of Sea Dragon Energy Inc., a firm domiciled in Calgary, devoted exclusively to overseas production, concentrated in Egypt. In 2007 the company he co-founded, Centurion Energy, was sold for $1.2 billion to Dana Gas and Mr. Arrata subsequently established Sea Dragon Energy Inc. Reputed as a company-builder, focused on building maximum value for shareholders during his more than 40 years in the oil and gas industry during which he held management and board positions with major oil and gas companies in Canada and overseas. Mr. Arrata holds a B.Sc. degree in Petroleum Engineering along with several post-graduate accreditations at various universities in North America and is an active member of several professional engineering and industry associations.

Mr. Satya Brata Das has served as director of Deep Well since March 8, 2011 to present. Mr. Das offers strategic advice and guidance to public and private sector leaders as co-founder, director and Principal of Edmonton based Cambridge Strategies Inc. A public policy expert on the sustainable development of heavy oil and the oil sands, he is author of “Green Oil: Clean Energy for the 21st Century?” A frequent commentator on air, in print and on podiums, Mr. Das brings his deep experience and insight on public policy issues to the Deep Well Board. A former columnist, foreign correspondent and editorialist, Mr. Das has advised at the highest levels of municipal, provincial and national governments in Canada.

Mr. Curtis James Sparrow has served as director of Deep Well since February 6, 2004. From that time until the present Mr. Sparrow has also been the Chief Financial Officer, Corporate Secretary and Treasurer of Deep Well. Since the mid 1980s, Mr. Sparrow has been a self-employed management consultant specializing in the natural resource sector. Mr. Sparrow has been involved in the oil and gas industry in various capacities for over 35 years. He has held directorships and senior officer positions with junior exploration and development companies before becoming a self-employed consultant. He has also participated in the marketing side of the oil and gas industry, and was part of an acquisition team formed to assess and develop a bid for a multi-billion dollar integrated oil company. His experience also includes corporate and project management, international businesses and mining. Mr. Sparrow received his Bachelor of Science Degree in Engineering and Masters Degree in Business Administration from the University of Alberta. Mr. Sparrow is also a registered Professional Engineer.

Mr. David Roff has served as a director of Deep Well since April 3, 2006. Mr. Roff is the co-president of Brave Investment Corporation, a private consulting and investment company and has held this position since 2001. Mr. Roff has extensive experience working with small cap public companies for more than ten years. Prior to that, Mr. Roff was a management consultant for Coopers & Lybrand Consulting where he advised large financial institutions, investment fund complexes and other organizations on technology and internal control strategies. Mr. Roff is a Chartered Professional Accountant with a B.A. degree from the University of Western Ontario.

Mr. Malik Youyou has served as director of Deep Well since August 20, 2008 to present. Mr. Youyou is an experienced international entrepreneur, investor and director of several companies. With more than three decades of business experience in highly competitive global markets, beginning in his native France, Mr. Youyou brings a strong international perspective to Deep Well's Board. Mr. Youyou has created and led several companies involved in the development, branding, and marketing of luxury goods from leading international houses.

On December 4, 2013, our Board of Directors appointed Mr. Pascal Nodé-Langlois as a director of Deep Well. Mr. Nodé-Langlois is a French entrepreneur with a broad experience in banking. In 1975, he founded in Switzerland, the company Stock and Commodity Services SA (SCS). In 1991, SCS became Banque SCS Alliance SA (BSA), a fully licensed Swiss bank with branches in Switzerland and subsidiaries abroad. In 2006, after a consistent career of more than 30 years as the principal owner, Managing Director and Chairman of the Board of BSA (previously SCS), Mr. Nodé-Langlois sold his stake in the bank. In 2007, he founded a new financial boutique, in Luxembourg: Voltaire Group SA. This company operates as a holding company. It acquires majority participations and/or creates operating companies with the aim to cover a large portion of the different financial services corresponding to the field of expertise that Mr. Nodé-Langlois developed during his previous activity in banking. Its main present participation is PARfinance SA, a Swiss registered wealth management company.

Family Relationships

There are no family relationships among the directors and executive officers of our Company.

Involvement in Certain Legal Proceedings

The following does not describe any legal proceeding to which Deep Well or its subsidiaries are a party. For a description of certain legal proceedings involving Deep Well and its subsidiaries, see the section of this annual report on Form 10-K entitled Item 3 Legal Proceedings. In the past ten years:

No bankruptcy petition has been filed by or against any business of which any current director was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

No current director has been convicted in a criminal proceeding and is not subject to a pending criminal proceeding (excluding traffic violations and other minor offenses).

No current director has been the subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

No current director has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of section 229.401 of Regulation S-K, or to be associated with persons engaged in any such activity.

No current director has been found by a court of competent jurisdiction in a civil action or by the Commission to have violated a Federal or State securities law that has not been reversed, suspended, or vacated.

No current director has been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law that has not been subsequently reversed, suspended or vacated.

No current director has been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation; any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order or disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity.

No current director has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16 (a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our Company’s officers, directors and persons who beneficially own more than 10% of a registered class of our Company’s equity securities to file reports of ownership and changes in ownership with the SEC, and to furnish to our Company copies of such reports. Based solely on the review of Forms 3 and 4 received by our Company during the September 30, 2013 fiscal year, as required under Section 16(a)(2) of the Securities Exchange Act of 1934, the following directors, although they reported all their transactions as required on either a Form 3 or Form 4, did not report on a timely basis as follows: Mr. Said Arrata, a director of our Company, filed two Form 4 late; Mr. Satya Brata Das, a director of our Company, filed two Form 4s late; Mr. David Roff, a director of our Company, filed two Form 4s late; Dr. Horst A. Schmid, a director of our Company, filed two Form 4s late; Mr. Curtis Sparrow, Dr. Horst A. Schmid, a director of our Company, filed two Form 4s late; ; Mr. Malik Youyou, a director and a 10% or more beneficial owner of our Company, filed two Form 4s late; and MPI S.A., a 10% or more beneficial owner of our Company, filed one Form 3 late.

Code of Ethics

As of September 30, 2013, our Company had not yet adopted a formal code of ethics governing its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have not adopted a code of ethics because we have limited operations. Our Board of Directors will address this issue in the future to determine the adoption of a code of ethics. In the meantime, our management intends to promote honest and ethical conduct, full, fair, accurate, understandable and timely disclosure in our reports to the SEC, and compliance with applicable governmental laws, rules and regulations.

Corporate Governance

Director Independence

We have not adopted standards for director independence, but in making a determination on our Board of Director’s independence under the standards for independence set forth by the NASDAQ Stock Market Rule 5605(a)(2), we determined that as of September 30, 2013, our Board of Directors consisted of four independent and two non-independent directors. The directors of our Company are as follows:

As at September 30, 2013
Name	Year When First Appointed as Director
Dr. Horst A. Schmid	2004	Non-independent director
Mr. Said Arrata	2011	Independent director
Mr. Satya Brata Das	2011	Independent director
Mr. David Roff	2006	Independent director
Mr. Curtis James Sparrow	2004	Non-independent director
Mr. Malik Youyou	2008	Independent director

Our Board of Directors has approved the adoption of the formation of a corporate governance committee in the future, which will carry out the functions and duties as set out for a nominating committee and compensation committee. Our Board of Directors has designated Mr. Said Arrata, Mr. Satya Brata Das, Mr. David Roff and Mr. Curtis Sparrow to serve on our future corporate governance committee. Our Company currently does not yet have a corporate governance committee charter, but we are currently in the process of considering and developing a corporate governance committee charter. During our September 30, 2013 fiscal year end there were no meetings of our corporate governance committee.

Nominating Committee

Our corporate governance committee, will include the functions and duties of a nominating committee. The committee members are Mr. Said Arrata as an independent director, Mr. Satya Brata Das as an independent director, Mr. David Roff as an independent director and Mr. Curtis Sparrow as a non-independent director. Our Company currently does not have a nominating committee charter or policy, however our Company does consider director candidates recommended by stockholders of our Company as set out in our amended and restated bylaws filed on September 3, 2009 with the SEC on Form 8-K and as set out under Shareholder Eligibility Rule 14a-11 of the SEC. We are currently in the process of considering and developing a nominating committee charter or policy.

Audit Committee

We do not currently have an audit committee of our Board of Directors, nor does our Company have an audit committee charter. Our full Board of Directors fulfills the duties of an audit committee.

We have an independent audit committee financial expert on our Board of Directors. Mr. David Roff a director serving on our Board of Directors is a chartered professional accountant, with a B.A. degree from the University of Western Ontario, has worked as an auditor from 1995 to 1998. Mr. David Roff is a Certified Public Accountant in good standing since 1995 to present.

Compensation Committee

Our corporate governance committee, will include the functions and duties of a compensation committee. The committee members are Mr. Said Arrata as an independent director, Mr. Satya Brata Das as an independent director, Mr. David Roff as an independent director and Mr. Curtis Sparrow as a non-independent director. From February 9, 2004 to present Mr. Curtis Sparrow has been the Chief Financial Officer, Corporate Secretary and Treasurer of Deep Well. Our Company currently does not have a compensation committee charter. We are currently in the process of considering and developing a compensation committee charter. Currently our entire Board of Directors review all compensation paid to the officers of our Company.

Shareholder Communications

We recognize the investment in our Company that stockholders of our common stock have made and accordingly, we are committed to the open exchange of ideas, concerns and suggestions with our stockholders. Stockholders desiring to communicate with the Board of Directors of the Company can do so by mailing a letter to the attention of the Chairman of the Board of Directors addressed to our Company’s corporate office at Suite 700, 10150 – 100 Street, Edmonton, Alberta, T5J 0P6. We did not hold a general meeting of stockholders during the fiscal year ended September 30, 2013. Our last general meeting of stockholders was held on February 24, 2010.

Board leadership structure and role in risk oversight

As of September 30, 2013, Dr. Horst A. Schmid is our President and Chief Executive Officer and also serves as the Chairman of our Board of Directors. Because of the small size of our Company we do not have a lead independent director. Our Board of Directors consists of four independent and two non-independent directors. Our independent directors take an active role on our Board of Directors and make up a majority of our Board. Given the size of our Company, our entire Board of Directors believe that our current board leadership structure is appropriate at this time and that Dr. Horst A. Schmid and Mr. Curtis Sparrow bring valuable industry experience and historical knowledge of our Company’s history.

Our entire Board of Directors perform the role of risk oversight and includes all of our executive officers. Our management submits weekly updates to our entire Board of Directors for review and discussion. These weekly updates include, but are not limited to, regulatory disclosure, administrative and operational updates, weekly financial status and discussion of major expenditures. Our independent Board members regularly discuss their concerns and observations regarding all aspects of our Company’s business plans, risks and operations. These weekly updates facilitate discussions regarding risk-related information or concerns between our Board of Directors and our management. Dr. Horst A. Schmid and our entire Board of Directors form the agendas for all Board meetings.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information about the compensation paid to, earned or received during the last two fiscal years ended September 30, 2013 and September 30, 2012, by the executive officers listed below (the “Named Executive Officers”).

Executive Compensation Summary
Name and Principal Position	Fiscal Year Sept. 30	Fee $Cdn				Bonus $US			Stock Awards $US			Option Awards $US				Non-Equity Incentive Plan Compen-sation $US			Non-qualified Deferred Compen-sation Earnings $US			All Other Compen-sation $US			Total $US

Dr. Horst A. Schmid (1)	2013		$	–	(2)		$	–		$	–		$	36,496	(3)		$	–		$	–		$	–		$	36,496	(7)
President and	2012		$	3,909	(2)		$	–		$	–		$	18,111	(3)			–		$	–		$	–		$	22,083	(7)
Chief Executive Officer

Mr. Curtis James Sparrow (4)	2013		$	180,000	(5)		$	–		$	–		$	36,496	(6)		$	–		$	–		$	–		$	211,510	(7)
Chief Financial Officer	2012		$	180,000	(5)		$	–		$	–		$	18,111	(6)			–		$	–		$	–		$	200,991	(7)

(1) Dr. Horst A. Schmid has served our Company as director and Chairman of the Board since February 6, 2004 to present. From June 29, 2005 to present Dr. Schmid has been the President and Chief Executive Officer of our Company.

(2) Portwest Investments Ltd., a company owned 100% by Dr. Horst A. Schmid, provided services as Chief Executive Officer and President to our Company for $Nil for the 2013 fiscal year and $3,909 Cdn for the 2012 fiscal year, for further information see Notes 9 and 15 included in our notes to the financial statements enclosed herein.

(3) On March 23, 2011, our Board granted Dr. Schmid, as a Director of our Company, options to purchase 450,000 shares of common stock at an exercise price of $0.14 per common share, 150,000 vesting immediately and the remaining vesting one-third on March 23, 2012, and one-third on March 23, 2013, with a five-year life, and as of September 30, 2013, Dr. Schmid had not exercised any of these options. On June 30, 2013, our Board granted Dr. Schmid, as a Director of our Company, options to purchase 450,000 shares of common stock at an exercise price of $0.05 per common share, 150,000 vesting immediately and the remaining vesting one-third on June 20, 2014, and one-third on June 20, 2015, with a five-year life, and on August 12, 2013, Dr. Schmid acquired 150,000 shares of our Company’s common stock upon the exercise of some of these options for an exercise price of $0.05 per common share. Also on June 20, 2013, our Board granted Portwest Investments Ltd., options to purchase 1,000,000 shares of common stock at an exercise price of $0.05 per common share, with one-half vesting immediately and one-half vesting on June 20, 2014, with a five-year life, and as of September 30, 2013, Portwest Investments Ltd. has not exercised any of these options.

(4) Mr. Curtis James Sparrow has served our Company as director since February 6, 2004. From February 9, 2004 to present Mr. Sparrow has been the Chief Financial Officer, Corporate Secretary and Treasurer of our Company.

(5) Concorde Consulting, a company owned 100% by Mr. Curtis James Sparrow, provided services as Chief Financial Officer to our Company for $180,000 Cdn for the 2013 fiscal year and $180,000 Cdn for the 2012 fiscal year. As of September 30, 2013 and September 30, 2012 our Company owed Concorde Consulting $16,225 Cdn and $138,725 Cdn, respectively.

(6) On March 23, 2011, our Board granted Mr. Sparrow, as a Director of our Company, options to purchase 450,000 shares of common stock at an exercise price of $0.14 per common share, 150,000 vesting immediately and the remaining vesting one-third on March 23, 2012, and one-third on March 23, 2013, with a five-year life, and on August 12, 2013, Mr. Sparrow acquired 450,000 shares of our Company’s common stock upon the exercise of these options for an exercise price of $0.14 per common share. On June 30, 2013, our Board granted Mr. Sparrow, as a Director of our Company, options to purchase 450,000 shares of common stock at an exercise price of $0.05 per common share, 150,000 vesting immediately and the remaining vesting one-third on June 20, 2014, and one-third on June 20, 2015, with a five-year life, and on August 12, 2013, Mr. Sparrow acquired 150,000 shares of our Company’s common stock upon the exercise of these options for an exercise price of $0.05 per common share. Also on June 20, 2013, our Board granted Concorde Consulting, options to purchase 1,000,000 shares of common stock at an exercise price of $0.05 per common share, with one-half vesting immediately and one-half vesting on June 20, 2014, with a five-year life, and on August 12, 2013, Concorde Consulting acquired 500,000 shares of our Company’s common stock upon the exercise of half of these options for an exercise price of $0.05 per common share.

(7) The Cdn dollar amounts in the fee column for Dr. Schmid’s and Mr. Sparrow’s September 30, 2013 and 2012 fiscal year fees were converted to US$ in the total column of this table based on the year-end exchange rates of $0.9723 and $1.016, respectively.

Compensation Arrangements for Executive Officers

Our Company currently does not provide retirement benefits to its executive officers.

Our Company has entered into the following contracts with the following companies for services of certain officers and/or directors of our Company:

Portwest Investments Ltd. (“Portwest”), a company owned 100% by Dr. Horst A. Schmid for providing services as Chief Executive Officer and President to our Company for $12,500 Cdn per month. On July 1, 2005, our Company entered into a consulting agreement (the “Prior Agreement”) with Portwest, as filed with our Company’s annual report on Form 10-KSB filed on February 23, 2007, and incorporated by reference herein. On July 10, 2013, our Company and Portwest agreed to amend the Prior Agreement whereby the following was settled and amended:

a)	Effective date of the Amending Agreement will be June 20, 2013;

b)	Term of Agreement will be until December 31, 2014;

c)	Dr. Schmid shall continue to provide services as Chief Executive Officer and President of our Company until the termination of the Agreement;

d)	The fees payable to Portwest in the Prior Agreement will be terminated and our Company will grant Portwest 5-year options on 1,000,000 of its common shares exercisable at $0.05 per share. One half of these shares were vested immediately and the remaining one half will be vested on June 20, 2014;

e)	The Consultant will receive:

i.	$70,000 Cdn, and

ii.	850,000 units of our Company’s shares and warrants at a price of $0.05 per unit. Each unit shall be comprised of one restricted Company common share and one 3 year full warrant entitling Portwest to be able to purchase another share for $0.075. The warrants expire on June 20, 2016.

As consideration for the execution of the Amending Agreement and the Termination of parts of the Prior Agreement, and waiving $239,528 Cdn accrued by the Company as owing to Portwest.

As of September 30, 2013, our Company has settled all outstanding amounts owed to Portwest Investments Ltd.

2.	Concorde Consulting, a company owned 100% by Mr. Curtis James Sparrow for providing services as Chief Financial Officer for $15,000 Cdn per month. As of September 30, 2013 and September 30, 2012 our Company owed Concorde Consulting $16,225 Cdn and $138,725 Cdn, respectively.

On March 23, 2011, and as herein reported under the Executive Compensation Summary, our Board of Directors granted Dr. Schmid and Mr. Sparrow, as directors of our Company, options to purchase 450,000 shares each of common stock at an exercise price of $0.14 per common share, one-third vesting immediately, one-third vesting on March 23, 2012, and one-third vesting on March 23, 2013, each with a five-year life.

On June 20, 2013, and as herein reported under the Executive Compensation Summary, our Board of Directors granted Dr. Schmid and Mr. Sparrow, as directors of our Company, options to purchase 450,000 shares each of common stock at an exercise price of $0.05 per common share, one-third vesting immediately, one-third vesting on June 20, 2014, and one-third on June 20, 2015, each with a five-year life.

Outstanding Equity Awards Granted to Executive Officers at September 30, 2013

Options Awards (1)

Stock Awards

Name

Number of

Securities

Underlying Unexercised

Options (#)

Exercisable

Number of

Securities

Underlying Unexercised

Options (#) Unexercisable

Equity

Incentive

Plan Awards:

Number of

Securities

Underlying Unexercised

Unearned

Options (#)

Option E

xercise

Price ($)

Option Expiration Date

Number of

Shares or

Units of

Stock That

Have Not

Vested (#)

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested ($)

Equity

Incentive

Plan

Awards:

Number

of Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested (#)

Equity

Incentive

Plan Awards:

Market or

Payout Value of Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested ($)

Portwest Investments Ltd. (1)

500,000

–

0.05

06/20/2018

–

Concorde Consulting (2)

–

500,000

–

0.05

06/20/2018

–

(1) On June 20, 2013, Portwest Investments Ltd., a company owned 100% by Dr. Horst A. Schmid, was granted options to purchase 1,000,000 shares of common stock for providing consulting services as President and Chief Executive Officer of our Company, half vesting immediately and the other half vesting on June 20, 2013. See the Executive Compensation table for more disclosure. As of the date of this report Dr. Schmid has not exercised any of these stock options.

(2) On June 20, 2013, Concorde Consulting, a company owned 100% by Mr. Curtis James Sparrow, was granted options to purchase 1,000,000 shares of common stock for providing consulting services as Chief Financial Officer of our Company, half vesting immediately and the other half vesting on June 20, 2013. See the Executive Compensation table for more disclosure. On August 12, 2013, Mr. Sparrow acquired 500,000 common shares, upon exercising stock options, at an exercise price of $0.05 per common share.

Compensation of Directors

On November 28, 2005, our Board of Directors of Deep Well adopted the Deep Well Oil & Gas, Inc. Stock Option Plan. The Stock Option Plan was approved by the majority of shareholders at the February 24, 2010 general meeting of shareholders. The Stock Option Plan is administered by our Board of Directors and permits options to acquire shares of Deep Well’s common stock to be granted to directors of our Company. The vesting of such director options will occur only if the holder of the options continues to provide services to us during the immediate annual period preceding the relevant vesting date. The options will terminate at the close of business five years from the date of grant.

On March 23, 2011, our Board of Directors granted each of its directors, Dr. Horst A. Schmid, Mr. Said Arrata, Mr. Satya Das, Mr. David Roff, Mr. Curtis Sparrow and Mr. Malik Youyou, options to purchase 450,000 shares each of common stock at an exercise price of $0.14 per common share, 150,000 vesting immediately and the remaining vesting one-third on March 23, 2012, and one-third on March 23, 2013, with such options expiring on March 23, 2016.

On June 20, 2013, our Board of Directors granted each of its directors, Dr. Horst A. Schmid, Mr. Said Arrata, Mr. Satya Das, Mr. David Roff, Mr. Curtis Sparrow and Mr. Malik Youyou, options to purchase 450,000 shares each of common stock at an exercise price of $0.05 per common share, 150,000 vesting immediately and the remaining vesting one-third on June 20, 2014, and one-third on June 20, 2015, with such options expiring on June 20, 2018.

For the period ended September 30, 2013, our Company recorded share based compensation expense related to stock options in the amount of $125,099 (September 30, 2012 - $108,664) on the stock options that vested on March 23, 2013 and on June 20, 2013. As of September 30, 2013, there was remaining unrecognized compensation cost of $83,853 related to the non-vested portion of these unit option awards. Compensation expense is based upon straight-line depreciation of the grant-date fair value over the vesting period of the underlying unit option.

Director Compensation at September 30, 2013

Name

Fees Earned or

Paid in Cash ($)

Stock

Awards ($)

Option

Awards

($)(1)

Non-Equity

Incentive Plan Compensation ($)

Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation ($)

Total ($)

Dr. Horst A. Schmid

Disclosed in the Executive Compensation Summary under Item 11.

Mr. Said Arrata(2)

–

12,358

–

12,358

Mr. Satya Brata Das(3)

–

12,358

–

12,358

Mr. David Roff(4)

–

12,358

–

12,358

Mr. Curtis James Sparrow

Disclosed in the Executive Compensation Summary under Item 11.

Mr. Malik Youyou(5)

–

12,358

–

12,358

(1) These estimated valuations include the value of the vested options received on March 23, 2013 and June 20, 2013.

(2) Mr. Said Arrata has served our Company as Director since March 8, 2011.

(3) Mr. Satya Brata Das has served our Company as Director since March 8, 2011.

(4) Mr. David Roff has served our Company as Director since April 3, 2006.

(5) Mr. Malik Youyou has served our Company as Director since August 20, 2008.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance Under Equity Compensation Plans

As of September 30, 2013, with respect to shares of Deep Well common stock that may be issued under our existing equity compensation plan, see Item 5 “Equity Compensation Plan Information” of this report on Form 10-K.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the number and percentage of the beneficial ownership of shares of Deep Well’s outstanding common stock as of December 31, 2013 by each person or group known by us to be the beneficial owner of more than 5%, and all of our directors and executive officers individually and as a group.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS As of December 31, 2013
Name and Address of Beneficial Owner	Title of Class	Number of Shares Beneficially Owned (1) (2)		Percentage of Class Beneficially Owned	Nature of Beneficial Ownership

Malik Youyou (†) Director Sadovnicheskeya nab 69 Moscow 115035, Russia	Common	183,827,014		61.12%(3)	Direct and Indirect

MP West Canada SAS Beneficial Owner of 5% or more 51, Rue D’Anjout Paris, 75008, France	Common	45,111,778	19.67(4)		Direct

Dr. Horst A. Schmid (†) Director and Chairman of the Board, President and Chief Executive Officer Suite 700, 10150 - 100 Street Edmonton, Alberta T5J 0P6 Canada	Common	4,750,000		2.06%(5)	Direct and Indirect

Mr. Satya Brata Das (†) Director Suite 710, 10150 - 100 Street Edmonton, Alberta T5J 0P6 Canada	Common	2,268,570		* (6)	Direct and Indirect

Mr. Curtis James Sparrow (†) Director, Chief Financial Officer, Corporate Secretary and Treasurer Suite 700, 10150 - 100 Street Edmonton, Alberta T5J 0P6 Canada	Common	1,650,000		* (7)	Direct and Indirect

Mr. Said Arrata (†) Director Suite 2320, 255 – 5 Avenue S.W. Calgary, Alberta T2P 3G6 Canada	Common	1,100,000		* (8)	Direct

Mr. David Roff (†) Director 27 Chicora Avenue Toronto, Ontario M5R 1W7 Canada	Common	762,441		* (9)	Direct

(†) All Officers and Directors as a Group	Common	194,358,025		64.11%	Direct and Indirect

* Less than 1%

(1) Under the rules of the SEC, a person or entity beneficially owns stock of a company if such person or entity directly or indirectly has, or shares the power to, vote or direct the voting, or the power to dispose or direct the disposition of such stock, whether through any contract, arrangement, understanding, relationship or otherwise. A person or entity is also deemed to be the beneficial owner of stock if such person or entity has the right to acquire either of such powers at any time within 60 days through the exercise of any option, warrant, right or conversion privilege or pursuant to the power to revoke a trust, a discretionary account or similar arrangement or pursuant to the automatic termination of a trust, discretionary account or similar arrangement.

(2) Based on 229,326,987 of our common shares issued and outstanding on December 31, 2013. For calculating the percentage of beneficial ownership separately for each person, his or her options, warrants or both that can be acquired within 60 days are included in both the numerator and the denominator. For the directors as a group, their collective options and warrants that can be acquired within 60 days are included in both the numerator and the denominator when calculating their group percentage ownership.

(3) Mr. Malik Youyou has served our Company as director from August 20, 2008 to present. As of December 31, 2013, Mr. Youyou beneficially owns 183,827,014 shares of our common stock, of which 105,175,042 shares are held directly and 7,223,402 shares are held indirectly by Westline Enterprises Limited, a corporation 100% owned by Mr. Youyou. Mr. Youyou also presently holds directly exercisable warrants to acquire 71,428,570 shares of our common stock. Assuming the issuance of 71,428,570 shares of our common stock, pursuant to the exercise of Mr. Youyou’s presently exercisable warrants, Mr. Youyou would beneficially own 61.12% of our Company’s outstanding common stock. As December 31, 2013, Mr. Youyou has not exercised any of these currently outstanding warrants and without the exercise of Mr. Youyou’s outstanding warrants, Mr. Youyou has a 49.01% ownership of our issued and outstanding common stock.

(4) Based solely on our statement of security holder listing report received from our transfer agent on December 31, 2013, MP West Canada SAS owns 45,111,778 shares of our common stock and based on this report MP West Canada SAS owns 19.67% of our Company’s issued and outstanding common stock.

(5) Dr. Horst A. Schmid has served our Company as director and Chairman of the Board from February 6, 2004 to present. Dr. Schmid has also served our Company as President and Chief Executive Officer from June 29, 2005 to present. Dr. Schmid beneficially owns 4,750,000 shares of our common stock, of which 150,000 shares are held directly and 3,130,000 shares are held indirectly by Portwest Investments Ltd., a private corporation 100% owned by Dr. Schmid. Dr. Schmid also presently holds indirectly, through Portwest Investments Ltd., exercisable warrants to acquire 520,000 shares of our common stock and presently indirectly holds exercisable options to acquire 500,000 shares of our common stock. Dr. Schmid also presently holds directly exercisable option to acquire an additional 450,000 shares of our common stock. Assuming the issuance of 1,470,000 shares of common stock, pursuant to the exercise of Dr. Schmid’s presently exercisable warrants and options, Dr. Schmid would beneficially own 2.06% of our Company’s outstanding common stock. As December 31, 2013, Dr. Schmid has not exercised any of these currently outstanding warrants and options and without the exercise of Dr. Schmid’s outstanding warrants and options, Dr. Schmid has a 1.43% ownership of our issued and outstanding common stock.

(6) Mr. Satya Brata Das has served our Company as director since March 8, 2011. Mr. Das beneficially owns 2,268,570 shares of our common stock, of which 390,000 shares are held directly and 952,381 are held indirectly by Cambridge Strategies Inc., a company 50% owned by Mr. Satya Brata Das and 50% owned by his wife. Mr. Das also presently holds indirectly through Cambridge Strategies Inc., exercisable warrants to acquire 476,189 shares of our common stock. Mr. Das also presently holds directly exercisable options to acquire an additional 450,000 shares of our common stock. Assuming the issuance of 926,189 shares of our common stock, pursuant to the exercise of Mr. Das’ presently exercisable warrants and options, Mr. Das would beneficially own 0.99% of our Company’s outstanding common stock. As December 31, 2013, Mr. Das has not exercised any of these currently outstanding warrants and options and without the exercise of Mr. Das’ outstanding warrants and options, Mr. Das has a 0.59% ownership of our issued and outstanding common stock.

(7) Mr. Sparrow has served our Company as director and Chief Financial Officer since February 9, 2004. Mr. Sparrow beneficially owns 1,650,000 shares of our common stock, of which 600,000 shares are held directly and 1,050,000 are held indirectly by Concorde Consulting, a private corporation owned 100% by Mr. Sparrow. Mr. Sparrow owns 0.72% of our Company’s outstanding common stock.

(8) Mr. Said Arrata has served our Company as director since March 8, 2011. Mr. Arrata beneficially and directly owns 1,100,000 shares of our common stock. Mr. Arrata owns 0.48% of our Company’s outstanding common stock.

(9) Mr. David Roff has served our Company as director since April 3, 2006. Mr. Roff beneficially and directly owns 762,441 shares of our common stock. Mr. Roff owns 0.33% of our Company’s outstanding common stock.

Changes in Control

Except as described below, Deep Well is not aware of any arrangement that may result in a change in control of Deep Well or its subsidiary companies.

As of December 31, 2013, and based solely on Mr. Malik Youyou’s filed Form 4s, Mr. Youyou, a director of our Company, beneficially owns 183,827,014 common shares of Deep Well, representing 61.12% of Deep Well’s outstanding shares of common stock (assuming the exercise of all outstanding warrants held by Mr. Youyou).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

In our Company’s third fiscal quarter of 2013, our Company received a loan for $260,000 as a note payable from Mr. Malik Yoyou. As of the filing date of this annual report on Form 10-K, our Company has since paid this note payable in full to Mr. Youyou.

Mr. Malik Youyou has served our Company as director from August 20, 2008 to present. As of December 31, 2013, Mr. Youyou beneficially owns 183,827,014 shares of our common stock, of which 105,175,042 shares are held directly and 7,223,402 shares are held indirectly by Westline Enterprises Limited, a corporation 100% owned by Mr. Youyou. Mr. Youyou also presently holds directly exercisable warrants to acquire 71,428,570 shares of our common stock. Assuming the issuance of 71,428,570 shares of our common stock, pursuant to the exercise of Mr. Youyou’s presently exercisable warrants, Mr. Youyou would beneficially own 61.12% of our Company’s outstanding common stock. As December 31, 2013, Mr. Youyou has not exercised any of these currently outstanding warrants and without the exercise of Mr. Youyou’s outstanding warrants, Mr. Youyou has a 49.01% ownership of our issued and outstanding common stock.

Director Independence

See disclosure under Item 10 of this annual report on Form 10-K.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

In the fiscal year ended September 30, 2013, we paid Collins Barrow, an independent third party, PCAOB registered, chartered accounting firm fees of Cdn $10,500 relating to the preparation of our Company’s tax returns. All of our quarterly financial statements for the fiscal year ended September 30, 2013 were reviewed by Sadler, Gibb & Associates, L.L.C. and our September 30, 2012 year end was also audited by Sadler, Gibb & Associates, L.L.C. In the fiscal year ended September 30, 2012, we paid Collins Barrow, an independent third party, PCAOB registered, chartered accounting firm fees of Cdn $23,100, relating to the preparation of our Company’s tax returns and first quarter financial statements. All of our quarterly financial statements for the fiscal year ended September 30, 2012 were reviewed by Madsen & Associates, CPA’s Inc. and our September 30, 2012 year end was audited by Sadler, Gibb & Associates, L.L.C.

The following table is a summary of the fees billed to us by Sadler, Gibb & Associates, L.L.C. for professional services for the fiscal years ended September 30, 2013 and September 30, 2012:

Fee Category	Fiscal 2013 Fees		Fiscal 2012 Fees

Audit Fees	$	29,500	$	25,000
Audit Related Fees		–		–
Tax Fees		–		–
All Other Fees		–		–
Total Fees	$	29,500	$	25,000

Audit Fees

Audit fees consist of fees for services provided by Sadler, Gibb & Associates, L.L.C. for the audit of our annual financial statements included in this annual report on Form 10-K for the year ended September 30, 2013.

Audit Committee Pre-Approval Policies and Procedures

Our Board of Directors has pre-approved, and pre-approves, all audit and non-audit services provided or to be provided by Sadler, Gibb & Associates, L.L.C. Our Board of Directors has considered the nature and amount of the fees billed by Sadler, Gibb & Associates, L.L.C., and believes that the provision of the services for activities unrelated to the audit of our financial statements is compatible with maintaining the independence of Sadler, Gibb & Associates, L.L.C.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements filed with this report on Form 10-K

The following listed financial statements and report of independent registered public accounting firm are filed as part of this annual report on Form 10-K (see “Item 8 - Consolidated Financial Statements” of this report on Form 10-K):

1.	Consolidated Balance Sheets for September 30, 2013 and 2012.

2.	Consolidated Statements of Operations For the Years Ended September 30, 2013 and 2012 and the Period From September 10, 2003 (Inception of Exploration Stage) to September 30, 2013.

3.	Consolidated Statements of Shareholders’ Equity For the Period From September 10, 2003 (Inception of Exploration Stage) to September 30, 2013.

4.	Consolidated Statements of Cash Flows For the Years Ended September 30, 2013, 2012 and the Period From September 10, 2003 (Inception of Exploration Stage) to September 30, 2013.

5.	Notes to the Consolidated Financial Statements.

6.	Sadler, Gibb & Associates, L.L.C. Report of Independent Registered Public Accounting Firm.

Financial Statement Schedules filed with this report on Form 10-K

None.

Exhibits

The following exhibits have been or are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K:

Exhibit No.		Description
	2.1	Liquidating Plan of Reorganization of Allied Devices Corporation, now known as Deep Well Oil & Gas, Inc., (incorporated by reference to exhibit 2.1 to our Form 10-K/A filed on January 28, 2004).
	2.2	Order and Plan of Reorganization of the U.S. Bankruptcy Court in and for the Eastern District of New York, In re: Allied Devices Corporation, Chapter 11, Case No. 03-80962-511, dated September 10, 2003, (incorporated by reference to exhibit 2.2 to our Form 10-K/A filed on January 28, 2004).
	3.1	Restated and Amended Articles of Incorporation filed with and accepted by the Secretary of State of Nevada on October 22, 2003, changing the name to “Deep Well Oil and Gas, Inc.” and otherwise implementing the Plan, (incorporated by reference to exhibit 3.1 to our Form 10-K/A filed on January 28, 2004).
	3.2	Amended Articles of Incorporation filed with the State of Nevada on February 27, 2004, reflecting our two (2) shares for one (1) share forward stock split, (incorporated by reference to exhibit 3.1 to our Form 8-K filed on March 5, 2004).
	3.3	Amended Articles of Incorporation filed with the State of Nevada on May 5, 2004, reflecting our three (3) shares for one (1) share forward stock split, (incorporated by reference to exhibit 3.2 to our Form 8-K filed on May 7, 2004).
	3.4	Registrant’s By-laws, filed with Form 10-KSB on February 23, 2007, (incorporated by reference to exhibit 3.4 to our Form 10-KSB filed on February 23, 2007).
	3.5	Registrant’s Amended and Restated By-laws, filed with Form 8-K on September 3, 2009, (incorporated by reference to exhibit 3.1 to our Form 8-K filed on September 3, 2009).
	3.6	Amended Articles of Incorporation filed with the State of Nevada on May 15, 2013 and effective on May 24, 2013, increasing the aggregate number of shares which the Company has authority to issue from 300,000,000 common shares, with $0.001 par value per share, to 600,000,000 common shares, with $0.001 par value per share, (incorporated by reference to exhibit 3.1 to our Form 8-K filed on May 17, 2013).
	4.1	Form of Fractional Warrant issued pursuant to the Subscription Agreement dated October 31, 2008 by and among our Company with one investor related to the Private Placement offering, (incorporated by reference to exhibit 4.2 to our Form 8-K filed on November 7, 2008).
	4.2	Form of Fractional Warrant issued pursuant to the Subscription Agreement dated October 31, 2008 by and among our Company with one investor related to the Private Placement offering, (incorporated by reference to exhibit 4.3 to our Form 8-K filed on November 7, 2008).
	4.5	Form of Warrant issued pursuant to two Subscription Agreements dated November 9, 2010 by and among our Company with two investors related to two Private Placement offerings, (incorporated by reference to exhibit 4.2 to our Form 8-K filed on November 15, 2010).

4.6		Form of Warrant issued pursuant to a Subscription Agreement dated effective November 23, 2012 by and among our Company with one investor related to one Private Placement offering, (incorporated by reference to exhibit 4.2 to our Form 8-K filed on December 12, 2012).
4.7	*	Form of Warrant issued pursuant to a Subscription Agreement dated July 10, 2013 by and among our Company with a consultant of our Company related to an Amending Agreement by and between Northern Alberta Oil Ltd. and Portwest Investments Ltd., dated July 10, 2013 (incorporated by reference to exhibit 4.2 to our Form 8-K filed on July 16, 2013).
10.1	*	Consulting agreement by and between Northern and Portwest Investments Ltd., dated July 1, 2005, (incorporated by reference to exhibit 10.16 to our Form 10-KSB filed on February 23, 2007).
10.2	*	Consulting agreement by and between Northern and Concorde Consulting, dated July 1, 2005, (incorporated by reference to exhibit 10.17 to our Form 10-KSB filed on February 23, 2007).
10.3	*	Deep Well Oil & Gas, Inc. Stock Option Plan (“The Plan”), effective November 28, 2005, (Form 8-K filed on March 3, 2006).
10.4	*	Sample Stock Option Agreements with all Directors, (incorporated by reference to exhibit 10.25 to our Form 10-KSB filed on February 23, 2007).
10.5	*	Sample Stock Option Agreements with all Contractors, (incorporated by reference to exhibit 10.26 to our Form 10-KSB filed on February 23, 2007).
10.5		Sample Indemnity Agreement with all Directors, (incorporated by reference to exhibit 10.27 to our Form 10-KSB filed on February 23, 2007).
10.6		Form of Subscription Agreement dated August 14, 2008 by and among our Company with one investor, (incorporated by reference to exhibit 4.1 to our Form 8-K filed on August 15, 2008).
10.7		Form of Subscription Agreement dated October 31, 2008 by and among our Company with one investor, (incorporated by reference to exhibit 4.4 to our Form 8-K filed on August 15, 2008).
10.8		Form of Subscription Agreement dated November 9, 2010 by and among our Company with two investors, (incorporated by reference to exhibit 4.1 to our Form 8-K filed on November 15, 2010).
10.9		Form of Subscription Agreement dated effective November 23, 2012 by and among our Company with one investor, (incorporated by reference to exhibit 4.1 to our Form 8-K filed on December 12, 2012).
10.10		Form of Purchase and Sale Agreement effective December 3, 2012 by and among our Company and 1132559 Alberta Ltd., (incorporated by reference to exhibit 10.1 to our Form 8-K filed on December 17, 2012).
10.11	*	Form of Subscription Agreement dated July 10, 2013 by and among our Company with a consultant of our Company, related to an Amending Agreement by and between Northern Alberta Oil Ltd. and Portwest Investments Ltd., dated July 10, 2013 (incorporated by reference to exhibit 4.1 to our Form 8-K filed on July 16, 2013).
10.12	*	Amended Consulting Agreement by and between Northern and Portwest Investments Ltd., dated July 10, 2013, (incorporated by reference to exhibit 10.3 to our Form 8-K filed on July 16, 2013).
10.13		Form of Subscription Agreement dated effective July 31, 2013 by and among our Company with one investor, (incorporated by reference to exhibit 4.1 to our Form 8-K filed on August 5, 2013 and exhibit 4.1 to our Form 8-K/A filed on October 15, 2013).
		Farmout Agreement between the Company and MP West Canada SAS dated July 31, 2013, , (incorporated by reference to exhibit 10.1 to our Form 8-K filed on October 15, 2013).
10.14		SAGD Demonstration Project Agreement dated July 30, 2013 between the Company and its joint venture partner, (incorporated by reference to exhibit 4.1 to our Form 8-K filed on August 21, 2013).
10.15		Amending SAGD Demonstration Project Agreement dated August 15, 2013 between the Company and its joint venture partner, (incorporated by reference to exhibit 4.2 to our Form 8-K filed on August 21, 2013).
16.1		Changes in registrant’s certifying accountant, Letter of Madsen & Associates, CPA’s Inc. dated November 16, 2012, (incorporated by reference to exhibit 16.1 to our Form 8-K filed on December 17, 2012).
21.1		Subsidiaries of Registrant, filed herewith.
23.1		Consent of DeGolyer and MacNaughton Canada Limited, independent petroleum engineers, (incorporated by reference to exhibit 23.1 on our Form 10-Q filed on May 15, 2012).
31.1		Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a), filed herewith.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a), filed herewith.
32.1		Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, filed herewith.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, filed herewith.
101		Interactive Data Files

* Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DEEP WELL OIL & GAS, INC.

	By	/s/ Horst A. Schmid
		Dr. Horst A. Schmid
		Chairman of the Board

	Date	January 14, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	By	/s/ Horst A. Schmid
		Dr. Horst A. Schmid
		Chief Executive Officer and President
		(Principal Executive Officer)

	Date	January 14, 2014




	By	/s/ C.J. Sparrow
		Mr. Curtis James Sparrow
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

	Date	January 14, 2014