UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): June 7, 2005
DEEP WELL OIL & GAS, INC.
(Exact name of registrant as specified in charter)
Nevada 000-24012 13-3087510
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(State or other jurisdiction (Commission (IRS
Employer of incorporation) File Number) Identification No.)
Stewart Green SW, Suite 3175, Calgary, Alberta, Canada T3H 3C8
(Address of principal executive offices)
Registrant's telephone number, including area code: (403) 686-6104
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement;
Item 2.01 Completion of Acquisition or Disposition of Assets; and
Item 3.02 Unregistered Sales of Equity Securities.
On June 7, 2005, Deep Well Oil & Gas, Inc. (the "Company") completed
the acquisition of 6,069,625 shares of common stock, representing 100% of the
outstanding common stock of Northern Alberta Oil Ltd., formerly known as Mikwec
Energy Canada Ltd., ("Mikwec") pursuant to an Exchange Agreement, dated as of
July 8, 2004, between the Company, Mikwec and certain shareholders of Mikwec, as
amended by that certain amending agreement dated April 25, 2005 (collectively,
the "Agreements"). In addition to the common stock of Mikwec, the Company was
granted options to acquire 337,500 shares of preferred stock of Mikwec and the
preferred stockholders of Mikwec have the ability to require the Company to
acquire such shares.
In accordance with the terms of the Agreements, common stockholders of
Mikwec received three (3) shares of the Company's common stock for each one (1)
share of Mikwec's common stock and preferred stockholders of Mikwec will receive
thirty (30) shares of the Company's common stock for each one (1) share of
Mikwec's preferred stock held by such stockholders.
The parties to the Agreements have waived certain conditions to the
closing and are still delivering other documentation required by the Agreements,
which are not expected to have a material effect upon the Company's acquisition
of Mikwec's common stock. The Agreements contained various conditions to
closing, specific representations by the parties, and was subject to due
diligence of the parties. The Company deems all conditions to the closing to be
materially satisfied and Mikwec's management has advised us that the foregoing
have been satisfied.
In connection with the foregoing transaction, no change in the
Company's voting control has occurred and there was no change in the Company's
Board of Directors. Upon delivery of the shares of the Company to the common
shareholders of Mikwec, the Company shall have approximately 51,320,343 shares
of its common stock outstanding.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
To be filed.
(b) Pro forma financial information.
To be filed.
(c) Exhibits
Exhibit
Number Description
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10.1 Exchange Agreement, dated as of July 8, 2004 (incorporated by
reference to the exhibit to the Form 8-K filed on November 5, 2004).
10.2 Form of Amending Agreement, dated as of April 25, 2005.
10.3 Form of Termination, Option and Put Agreement.
99.1 Press Release of Deep Well Oil & Gas, Inc., dated June 10, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DEEP WELL OIL & GAS, INC.
Date: June 10, 2005 /s/ Steven Gawne
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Steven Gawne, President
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