Current Report Filing (8-k)

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 report): June 27, 2014

DEEP WELL OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

NEVADA	0-24012	98-0501168
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

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

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		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.

On March 18, 2014 and June 27, 2014, Deep Well Oil & Gas, Inc., through its 100% wholly owned subsidiary company Northern Alberta Oil Ltd. (collectively the “Corporation”), entered into and subsequently closed two Acquisition of Royalty Interest Agreements and General Indenture of Conveyance, Assignment and Transfer Agreements (collectively the “Agreements”), with Andora Energy Corporation (“Andora”) and one related party (Mr. Malik Youyou), whereby the Corporation acquired and cancelled 5.5% of a disputed 6.5% overriding royalty claim (the “Purported 6.5% Royalty”) on certain lands owned by the Corporation.

The Corporation’s counsel and vendor’s counsel negotiated the terms and conditions of both the “Acquisition of Royalty Interest” and “General Indenture of Conveyance, Assignment and Transfer” agreements. Pursuant to the terms and conditions of the Agreements to acquire the purported overriding royalty interest claims, the Corporation paid the following consideration:

$2,435,124 U.S. dollars ($2,697,600 Canadian dollars) was paid to Andora for the purchase and transfer of an undivided 3% interest out of the Purported 6.5% Royalty. The consideration paid was the original cost that Andora paid to acquire its 3% interest in the Purported 6.5% Royalty.

$1,007,000 U.S. dollars was paid to Mr. Malik Youyou,, who is a director and majority shareholder of the Corporation, for the purchase and transfer of an undivided 2.5% interest out of the Purported 6.5% Royalty. The consideration paid was for the reimbursement of the original cost that Mr. Youyou paid to acquire this 2.5% interest in the Purported 6.5% Royalty.

Although the Corporation does not confirm the validity of the Purported 6.5% Royalty, the Corporation determined that it was in the best interests of its shareholders to come to an arrangement to acquire and cancel most of the Purported 6.5% Royalty to prevent a potential encumbrance over its land or the possibility of future litigation resulting from these alleged royalty claims. The Agreements are filed herewith as Exhibit 10.1, 10.2, 10.3 and 10.4.

Item 9.01

Financial Statements and Exhibits.

The Corporation issued a press release on July 3, 2014 regarding the purchase of a significant portion of the Purported 6.5% Royalty, which is filed herewith as Exhibit 99.1.

(a) Financial Statements

Not Applicable.

(d) Exhibits to subject matter reported on this Form 8-K

Exhibit No.		Description
10.1		Acquisition of Royalty Interest Agreement dated March 18, 2014 between Northern Alberta Oil Ltd. and Andora Energy Corporation, filed herewith.
10.2		General Indenture of Conveyance, Assignment and Transfer Agreement dated March 18, 2014 between Northern Alberta Oil Ltd. and Andora Energy Corporation, filed herewith.
10.3		Acquisition of Royalty Interest Agreement dated June 16, 2014 between Northern Alberta Oil Ltd. and Mr. Malik Youyou, filed herewith.
10.4		General Indenture of Conveyance, Assignment and Transfer Agreement dated June16, 2014 between Northern Alberta Oil Ltd. and Mr. Malik Youyou, filed herewith.
99.1		Press Release dated July 3, 2014, filed herewith.

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 hereto duly authorized.

	DEEP WELL OIL & GAS, INC.

Date: July 3, 2014	By:	/s/
		Dr. Horst A. Schmid
		President and CEO

EXHIBIT 10.1

Northern Alberta Oil Ltd.

700, 10150 – 100 Street

Edmonton, AB T5J 0P6

March 18, 2014

TO:	Andora Energy Corporation [ADDRESS] [CITY, STATE/PROVINCE, ZIP/POSTAL CODE] [COUNTRY] Attention: Mr. Bill Ostlund, President and Chief Financial Officer

Dear Sirs:

RE: Acquisition of Royalty Interest

This letter sets out the agreement ("Agreement") reached between Andora Energy Corporation as vendor ("Andora"), and Northern Alberta Oil Ltd. ("NAOL") as purchaser regarding the transfer and sale by Andora of all of its interest in the Royalty Agreement and Royalty (both as hereinafter defined) upon the terms and conditions set forth herein.

Definitions

In this Agreement the following terms have the following meanings:

"Andora Assets" means a 3.0% royalty interest out of the 6.5% royalty interest described in the Royalty Agreement;

"Royalty" means all right, title and interest granted to the grantee pursuant to the Royalty Agreement;

"Royalty Agreement" means that royalty agreement made between Mikwec Energy Canada Ltd., as grantor, and Nearshore Petroleum Corporation, as grantee, dated December, 12, 2003; and

"Trust Agreement" means the Recognition of Trust made by Nearshore Petroleum Corporation in favour of 1004731 Alberta Ltd., Gordon Taylor and Muzz Investments Inc. dated December 12, 2003.

Acquisition

Andora hereby agrees to sell, assign and transfer to NAOL its entire right, title and interest in the Andora Assets on the terms and subject to the conditions set out in this Agreement (the "Sale Transaction"), effective as of March 18, 2014 (the "Effective Date"). All benefits and liabilities shall be adjusted between Andora and NAOL as of the Effective Date.

Consideration

2.	In consideration for the sale and transfer to NAOL of the Andora Assets, NAOL will, on Closing, pay Two Million Six Hundred Ninety Seven Thousand Six Hundred Dollars Cdn ($2,697,600 Cdn) to Andora or into an account designated by Andora (the "Purchase Price").

Closing and Definitive Agreements

3.	Closing of the transactions contemplated herein (the "Closing") will occur on or before March 18, 2014 or on such other date as the parties may agree (the "Closing Date"), to be held at the City of Calgary, Canada, or at such other place and time as the parties may agree.

Mutual Closing Conditions

4.	This Agreement and the Closing hereof is subject to the parties executing and delivering a mutually acceptable conveyance document.

Andora Closing Conditions

5. The obligations of Andora to close the Sale Transaction are subject to:

(a)

receipt of the consideration; and

(b)

performance by NAOL of its obligations under this Agreement.

NAOL Closing Conditions

6. The obligations of NAOL to close the Sale Transaction are subject to:

(a)

performance by Andora of its obligations under this Agreement; and

(b)

the representations and warranties contained in Section 7 hereof shall be true and correct at the date of Closing

Representations of Andora

7.	Andora represent and warrant to NAOL that Andora has not encumbered or disposed of any interest in the Andora Assets.

Covenants

8.1	Andora hereby covenants to NAOL that:

(a)

Andora shall not, without the prior written consent of NAOL, enter into any transaction which would cause any of its representations or warranties or agreements contained in this Agreement to be incorrect or to constitute a breach of any covenant or agreement of Andora herein;

(b)

Andora will not transfer any of its interest in the Royalty Agreement, the Trust Agreement or the Royalty to any other party except in accordance with the terms of this Agreement.

8.2

By this Agreement NAOL fully and finally releases all claims which NAOL may have against Andora or the directors, officers and shareholders of Andora in any way pertaining to the Andora Assets, subject only to Section 7 hereof. NAOL shall indemnify and hold harmless Andora from and against all costs, liabilities and expenses of any nature relating to the Andora Assets accruing after the Effective Date.

Binding Agreement

9.	Upon acceptance of the terms of this Agreement by all of the parties hereto, this Agreement shall be deemed to constitute a valid and legally binding agreement.

Confidentiality

10.	Neither NAOL nor Andora will release nor publish terms and conditions of this Agreement except as required by regulations or law.

General

11.

All Andora's legal costs in connection with the preparation of this Agreement and the completion of the transactions contemplated herein shall be for the account of Andora, whether or not the transactions contemplated hereby are completed. NAOL will pay its own legal costs arising from of this Agreement and any definitive agreements prepared by NAOL's legal counsel.

12.	This Agreement shall be governed and interpreted in accordance with the laws of the Province of Alberta.

13.	This Agreement may be executed in counterparts with the same effect as if each of the parties hereto had signed the same document and all counterparts will be construed together and constitute one and the same instrument.

14.	Neither party may assign their interest in this Agreement without the consent of the other party, not to be unreasonably withheld.

15.	This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors and permitted assigns.

16.	All representations and warranties set out in this Agreement shall expire one year after the Closing Date.

17.	This Agreement, together with the conveyance document to be executed at Closing represents and will represent the entire agreement between the parties with respect to the transactions contemplated herein and supersedes all other prior agreements, understandings, negotiations and discussions.

If the foregoing correctly sets out the terms of our agreement, please execute this letter in the space provided.

NORTHERN ALBERTA OIL LTD.			ANDORA ENERGY CORPORATION

Per:
/s/ Curtis Sparrow			/s/ William Ostlund
Name: Mr. Curtis Sparrow			Name: Mr. William Ostlund
Title: President			Title: President

EXHIBIT 10.2

GENERAL INDENTURE OF CONVEYANCE,

ASSIGNMENT AND TRANSFER

THIS INDENTURE dated as of the 18th day of March, 2014

BETWEEN:

ANDORA ENERGY CORPORATION ("Assignor")

– and –

NORTHERN ALBERTA OIL LTD. ("Assignee")

WHEREAS the Assignor holds a beneficial 3.0% overriding royalty pursuant to a Royalty Agreement (hereinafter referred to as the "Royalty Agreement") dated December 12, 2003, originally between Mikwec Energy Canada Ltd. and Nearshore Petroleum Corporation, the particulars of which are set out in the Royalty Agreement and Recognition of Trust Agreement also dated December 12, 2003; and

WHEREAS pursuant to a Royalty Sale Agreement made the 18th day of March, 2014 the Assignor agreed to sell the Assignee all of the rights of the Assignor in the Royalty Agreement and Recognition of Trust Agreement; and

WHEREAS the Assignor is desirous of assigning to the Assignee and the Assignee is desirous of accepting from the Assignor all of the right, title and interest of the Assignor in the overriding royalty described in the Royalty Agreement (hereinafter referred to as the "Royalty").

THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the promises set out in the Acquisition of Royalty Agreement, the parties hereto agree as follows:

The Assignor hereby sells, assigns, transfers, conveys and sets over unto the Assignee and the Assignee hereby purchases and accepts directly from the Assignor all of the right, title, estate and interest of the Assignor in and to the Royalty Agreement and the Royalty, to have and to hold the same together with all benefit and advantage to be derived therefrom forever.

2.	All benefits of every kind or nature whatsoever accruing, payable or paid shall be apportioned between the parties as of the date hereof.

The Assignor shall, from time to time, after the date of this Assignment at the request and cost of the Assignee execute and deliver all such other and additional documents and shall do all such other and additional acts and things that may be reasonably required to assign the Royalty Agreement and the Royalty to the Assignee.

4.	The Assignor, by its execution hereof, does hereby indemnify and save harmless the Assignee of, from and against all claims, costs, damages, obligations or commitments of whatsoever nature which have accrued under the said Royalty Agreement and Royalty prior to the effective date.

5.	The Assignee, by its execution hereof, does hereby indemnify and save harmless the Assignor of, from and against all claims, costs, damages, obligations or commitments of whatsoever nature which have accrued under the said Royalty Agreement and Royalty after March 18, 2014.

The Assignor and the Assignee agree that nothing in this General Indenture of Conveyance, Assignment and Transfer shall prejudice the right of either party hereto to contest the validity of the Royalty Agreement as against a third party, but such right shall not alter the terms of the Royalty Sale Agreement and, in particular, Clause 8.2 thereof.

7.	This Assignment shall enure to the benefit of and be binding upon the Assignor and the Assignee, their successors and assigns.

IN WITNESS WHEREOF the parties have hereunto affixed their hands and seals and their corporate seal, attested by the hands of the proper authorized officers, as of the date and year first above written.

ANDORA ENERGY CORPORATION		NORTHERN ALBERTA OIL LTD.

Per:	/s/ William Ostlund	Per:	/s/ Curtis Sparrow

EXHIBIT 10.3

Northern Alberta Oil Ltd.

Suite 700, 10150 – 100 Street NW, Edmonton, Alberta, T5J 0P6

Reception: 780-409-8144 Fax: 780-409-8146

June 16, 2014

TO: Mr. Malik Youyou

[ADDRESS]

[CITY, STATE/PROVINCE, ZIP/POSTAL CODE]

[COUNTRY]

Dear Sir:

RE: Acquisition of Royalty Interest

This letter sets out the agreement ("Agreement") reached between Malik Youyou as vendor ("Youyou"), and Northern Alberta Oil Ltd. ("NAOL") as purchaser regarding the transfer and sale by Youyou of all of his interest in the Royalty Agreement and Royalty (both as hereinafter defined) upon the terms and conditions set forth herein.

Definitions

In this Agreement the following terms have the following meanings:

"Youyou Assets" means a 2.5% royalty interest out of the 6.5% royalty interest described in the Royalty Agreement;

"Royalty" means all right, title and interest granted to the grantee pursuant to the Royalty Agreement;

"Royalty Agreement" means that royalty agreement purportedly made between Mikwec Energy Canada Ltd., as grantor, and Nearshore Petroleum Corporation, as grantee, dated December, 12, 2003; and

"Trust Agreement" means the Recognition of Trust made by Nearshore Petroleum Corporation in favour of 1004731 Alberta Ltd., Gordon Taylor and Muzz Investments Inc. dated December, 12, 2003.

Acquisition

Youyou hereby agrees to sell, assign and transfer to NAOL his entire right, title and interest in the Youyou Assets on the terms and subject to the conditions set out in this Agreement (the "Sale Transaction"), effective as of June 16, 2014 (the “Effective Date”). All benefits and liabilities shall be adjusted between Youyou and NAOL as of the Effective Date.

Consideration

In consideration for the sale and transfer to NAOL of the Youyou Assets, NAOL will, on Closing, pay Youyou’s cost of One Million Seven Thousand Dollars US ($1,007,000 Dollars US) to Youyou. Payment to Youyou will take place the next business day after NAOL exercises its option. It is understood that NAOL will have to withhold 50% of the purchase price until it receives permission from the Canadian Revenue Agency (“CRA”) to pay the remainder of the payment which was withheld. If NAOL does not receive the aforementioned CRA permission before, June 6 2014, then it has to submit the withheld portion to the CRA; but will assist Youyou in reclaiming any withholding back from the CRA that he is eligible for.

Closing and Definitive Agreements

Closing of the transactions contemplated herein (the "Closing") will be after NAOL exercises its option to purchase Andora’s 3% gross overriding royalty under this contract or on such other date as the parties may agree (the "Closing Date"), to be held at the City of Edmonton, Canada, or at such other place and time as the parties may agree.

Mutual Closing Conditions

4.	This Agreement and the Closing hereof is subject to the parties executing and delivering a mutually acceptable conveyance document.

Youyou Closing Conditions

5.	The obligations of Youyou to close the Sale Transaction are subject to:

(a)

receipt of the consideration; and

(b)

compliance with Canadian Tax regulations regarding the sale of Canadian Taxable Property including, but not limited to, applying for a Canadian Tax Clearance certificate and providing the same to NAOL or, alternatively, allowing NAOL to withhold the appropriate amount from the sales proceeds and submit it to the Canadian Tax authorities; and

(c)

performance by NAOL of its obligations under this Agreement.

NAOL Closing Conditions

6.	The obligations of NAOL to close the Sale Transaction are subject to:

(a)

performance by Youyou of his obligations under this Agreement; and

(b)

the representations and warranties contained in Section 7 hereof shall be true and correct at the date of Closing.

Representations of Youyou

7.	Youyou represent and warrant to NAOL that Youyou has not encumbered or disposed of any interest in the Youyou Assets.

Covenants

8.1	Youyou hereby covenants to NAOL that:

(a)

Youyou shall not, without the prior written consent of NAOL, enter into any transaction which would cause any of its representations or warranties or agreements contained in this Agreement to be incorrect or to constitute a breach of any covenant or agreement of Youyou herein;

(b)

Youyou will not transfer any of its interest in the Royalty Agreement, the Trust Agreement or the Royalty to any other party except in accordance with the terms of this Agreement.

8.2

By this Agreement NAOL fully and finally releases all claims which NAOL may have against Youyou in any way pertaining to the Youyou Assets, subject only to Section 7 hereof. NAOL shall indemnify and hold harmless Youyou from and against all costs, liabilities and expenses of any nature relating to the Youyou Assets accruing after the Effective Date.

Binding Agreement

9.	Upon acceptance of the terms of this Agreement by all of the parties hereto, this Agreement shall be deemed to constitute a valid and legally binding agreement.

Confidentiality

10.	Neither NAOL nor Youyou will release nor publish terms and conditions of this Agreement except as required by regulations or law.

General

11.

All Youyou's legal costs in connection with the preparation of this Agreement and the completion of the transactions contemplated herein shall be for the account of Youyou, whether or not the transactions contemplated hereby are completed. NAOL will pay its own legal costs arising from of this Agreement and any definitive agreements prepared by NAOL's legal counsel.

12.	This Agreement shall be governed and interpreted in accordance with the laws of the Province of Alberta.

13.	This Agreement may be executed in counterparts with the same effect as if each of the parties hereto had signed the same document and all counterparts will be construed together and constitute one and the same instrument.

14.	Neither party may assign their interest in this Agreement without the consent of the other party, not to be unreasonably withheld.

15.	This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors and permitted assigns.

16.	All representations and warranties set out in this Agreement shall expire one year after the Closing Date.

17.	This Agreement, together with the conveyance document to be executed at Closing represents and will represent the entire agreement between the parties with respect to the transactions contemplated herein and supersedes all other prior agreements, understandings, negotiations and discussions.

If the foregoing correctly sets out the terms of our agreement, please execute this letter in the space provided.

NORTHERN ALBERTA OIL LTD.		MR. MALIK YOUYOU

Per:

/s/ Malik Youyou		/s/ Curtis Sparrow
Name: Curtis J. Sparrow		Name: Malik Youyou
Title: President		Title:

EXHIBIT 10.4

GENERAL INDENTURE OF CONVEYANCE,

ASSIGNMENT AND TRANSFER

THIS INDENTURE dated as of the 16th day of June, 2014.

BETWEEN:

MALIK YOUYOU ("Assignor")

– and –

NORTHERN ALBERTA OIL LTD. ("Assignee")

WHEREAS the Assignor holds a beneficial 2.5% overriding royalty pursuant to a purported Royalty Agreement (hereinafter referred to as the "Royalty Agreement") dated December 12, 2003, originally between Mikwec Energy Canada Ltd. and Nearshore Petroleum Corporation, the particulars of which are set out in the Royalty Agreement and Recognition of Trust Agreement also dated December 12, 2003; and

WHEREAS pursuant to a Royalty Sale Agreement made the 6th day of June, 2014 the Assignor agreed to sell the Assignee all of the rights of the Assignor in the Royalty Agreement and Recognition of Trust Agreement; and

THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the promises set out in the Acquisition of Royalty Agreement, the parties hereto agree as follows:

2.	All benefits of every kind or nature whatsoever accruing, payable or paid shall be apportioned between the parties as of the date hereof.

4.	The Assignor, by its execution hereof, does hereby indemnify and save harmless the Assignee of, from and against all claims, costs, damages, obligations or commitments of whatsoever nature which have accrued under the said Royalty Agreement and Royalty prior to the effective date.

5.	The Assignee, by its execution hereof, does hereby indemnify and save harmless the Assignor of, from and against all claims, costs, damages, obligations or commitments of whatsoever nature which have accrued under the said Royalty Agreement and Royalty after June 6, 2014.

The Assignor and Assignee agree that nothing in this General Indenture of Conveyance, Assignment and Transfer shall prejudice the right of either party hereto to contest the validity of the Royalty Agreement as against a third party, but such right shall not alter the terms of the Royalty Sale Agreement and, in particular, Clause 8.2 thereof.

7.	This Assignment shall enure to the benefit of and be binding upon the Assignor and the Assignee, their successors and assigns.

NORTHERN ALBERTA OIL LTD.		MR. MALIK YOUYOU
Per:	/s/ Curtis Sparrow	Per:	/s/ Malik Youyou
	Name: Mr. Curtis Sparrow Title: President		Name: Mr. Malik Youyou Title:

EXHIBIT 99.1

PRESS RELEASE

Deep Well Acquires and Cancels Potential Royalty Claim

July 3, 2014 – 08:00 ET

EDMONTON, ALBERTA - (Marketwired) Deep Well Oil & Gas, Inc. (and its subsidiaries – "Deep Well" or "Company") (OTCQB Marketplace: DWOG) is pleased to announce that it has acquired and cancelled 5.5% of a purported 6.5% overriding royalty interest claim on certain lands it owns from two separate parties at a total cost of $3,442,124 US. While Deep Well does not admit the validity of these alleged overriding royalty interest claims on any lands it owns, Deep Well determined that it was in the best interests of its shareholders to come to an arrangement to prevent a potential encumbrance over its lands or the possibility of future litigation resulting from these alleged royalty claims.

This acquisition and cancellation of the purported overriding royalty interest claim allows Deep Well to move forward in its objectives to develop its Sawn Lake oil sands properties, while reducing the risk of future litigation.

For further information about this acquisition visit our website at http://www.deepwelloil.com and download from our home page our most recent Form 8-K filed with the U.S. Securities and Exchange Commission. Also for further information on Deep Well’s current operations visit our operations page at http://www.deepwelloil.com/op_over.htm.

Deep Well and its Canadian subsidiaries, Northern Alberta Oil Ltd. and Deep Well Oil & Gas (Alberta) Ltd., have a 90 per cent working interest in 51 contiguous square miles of oil sands leases, an 80 per cent working interest in 5 contiguous square miles of oil sands leases and a 25 per cent working interest in 12 contiguous square miles in the Sawn Lake oil sands area in North Central Alberta. The leases cover 17,408 gross hectares (43,015 gross acres) of land.

Deep Well Oil & Gas, Inc. is fully committed to best practices in Environmental Stewardship to assure sustainable development of its in-situ heavy oil holdings. Deep Well is a Nevada corporation based in Edmonton, Canada.

This press release contains forward-looking statements. The words or phrases “might”,” “purported”, “claimed”, "would be," "to be," "will allow," "intends to," "will likely result," " expected," "will continue," "is anticipated," "potential," "recoverable," "estimate," "forecast," "project," “plans,” or similar expressions are intended to identify "forward-looking statements." Actual results could differ materially from those projected in the Corporation's proposed oil and gas related business and described in this press release. The Corporation's business and the realization of the results contemplated by this press release are subject to various risks, which are discussed in the Corporation's filings with the SEC. The Corporation's filings may be accessed at the SEC's Edgar system at www.sec.gov. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Corporation cautions readers not to place reliance on such statements. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward- looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such a statement.

Contact:

Deep Well Oil & Gas, Inc.

1 780 409 8144

info@deepwelloil.com

www.deepwelloil.com

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