DEEP WELL OIL & GAS, INC.
Suite 2600, Sun Life Plaza
144 Fourth Street SW
Calgary, Alberta, Canada T2P 3N4
April __, 2005
Northern Alberta Oil Ltd.
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To Whom it May Concern:
Reference is made to that certain Exchange Agreement, dated as of July
8, 2004, by and among Deep Well Oil & Gas, Inc. (the "Company"), Northern
Alberta Oil Ltd., formerly known as Mikwec Energy Canada Ltd., ("Mikwec") and
the persons executing therein as a shareholder of Mikwec (collectively the
"Mikwec Shareholders") (the "Exchange Agreement"). All capitalized terms used
herein without definition shall have the meanings set forth in the Exchange
Agreement.
The parties hereto agree that notwithstanding the expiration of the
Closing Date, on July 21, 2004, it is the intent of the parties hereto to
consummate the Exchange in accordance with the terms and conditions hereof,
whereby the Mikwec Shareholders hereby acknowledge and agree that they shall be
receiving shares of the Company, a Nevada corporation and not shares of a
Canadian corporation, in exchange for their shares of Mikwec common stock.
Accordingly, the parties hereto agree that the Closing Date shall be
extended to ___________ and notwithstanding anything contained in the Exchange
Agreement to the contrary, all representation and warranties of Mikwec and the
Company set forth in the Exchange Agreement shall have been true on July 8, 2004
and the representations and warranties of the Mikwec Shareholders set forth in
Sections 1.19 and 1.20 of the Exchange Agreement shall be true and accurate as
of the Closing Date. In addition, the Mikwec Shareholders hereby represent and
warrant to the Company that (i) the shares of Mikwec's common stock owned by the
undersigned Mikwec Shareholder, and set forth below, have been duly paid for,
(ii) the undersigned Mikwec Shareholder owns no options, warrants or other
rights to purchase any additional shares of the common stock of Mikwec, (iii) to
the knowledge of the undersigned Mikwec Shareholder no other Mikwec Shareholder
or other third party owns any options, warrants or other rights to purchase any
additional shares of the common stock of Mikwec and (iv) the undersigned Mikwec
Shareholder has no claim against Mikwec for the payment of any amounts in
connection with any loan, service or transaction with Mikwec.
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In addition to the foregoing, the Mikwec Shareholders hereby
acknowledge that the Company is currently deficient in its filings pursuant to
the Exchange Act and accordingly many of the representations and warranties of
the Company set forth in the Exchange Agreement are no longer accurate
reflections of the Company's current position.
Furthermore, although pursuant to Section 5.04 of the Exchange
Agreement, the Company's consummation of the Exchange is contingent upon the
approval of, and delivery by, the holders of not less than one hundred percent
(100%) of the outstanding common and preferred shares of Mikwec, the Company
hereby agrees that so long as the Company shall receive at least fifty-one
percent (51%) of the outstanding common shares of Mikwec on or before the
Closing Date it hereby waives the conditions set forth in Section 5.04 and the
closing of the Exchange shall be held on Closing Date.
This agreement may be signed in counterparts, each of which is an
original document, and all of which form one agreement. Delivery of a facsimile
version of one or more signatures to this agreement shall be deemed adequate
delivery for purposes of this agreement.
DEEP WELL OIL & GAS, INC.
By: ______________________
Name:
Title:
ACCEPTED AND AGREED TO THIS
__ DAY OF ____, 2005:
NORTHERN ALBERTA OIL LTD.
By: _______________________
Name:
Title:
MIKWEC SHAREHOLDER:
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Print Name: _____________
Number of shares of common stock of Mikwec: ________________
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