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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 11, 2005
DEEP WELL OIL & GAS, INC.
(Exact name of Registrant as specified in its Charter)
Nevada 0-24012 13-3087510
(State or other Jurisdiction) (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10117 Jasper Avenue, Suite 510, Edmonton, Alberta, Canada T5J 1W8
(Address of principal executive offices)
Registrant's telephone number, including area code: (780) 409-8144
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:
|_| 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))
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Item 1.01 Entry into a Material Definitive Agreement
On October 11, 2005, pursuant to subscription agreements, we closed a
private placement to three investors of an aggregate of 3,150,000 units at a
price of US$0.40 per unit, for total gross proceeds of US$1,260,000. Each unit
consists of one common share and one common share purchase warrant, with each
warrant entitling its holder to acquire one share of our common stock at an
exercise price of US$0.60 per common share. The exercise price of the warrants
will be adjusted from time to time upon the occurrence of certain events, as
provided in the warrants. The warrants expire on October 11, 2008. The units
were issued pursuant to Regulation S ("Regulation S") under the Securities Act
of 1933, as amended (the "1933 Act").
The subscription agreements provide that each holder of units will have
"piggy back" registration rights if we file a registration statement under the
1933 Act in connection with an offering of our securities.
In connection with the private placement, a finder's fee of US$36,000 was
paid to Nika Management S.A., resulting in total net proceeds to our company
from the private placement of US$1,224,000.
Item 3.02 Unregistered Sales of Equity Securities
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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4.1 Form of Subscription Agreement for private placement of units
4.2 Form of Warrant
99.1. Press Release
SIGNATURE
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: October 18, 2005
By: /s/ Dr. Horst A. Schmid
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Name: Dr. Horst A. Schmid
Title: President
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Form of Subscription Agreement
4.2 Form of Warrant
99.1. Press Release