Security Ownership of Directors and Management

The following table sets forth the number and percentage of the beneficial ownership of common shares of the Company’s issued and outstanding common stock as of July 31, 2015 held by each director and director nominee, each of the executive officers as named in the Summary Compensation Table below (the “Named Executive Officer”) and all of the Company’s directors and executive officers as a group. Each director and executive officer has sole voting and investment power with respect to the shares beneficially owned or potentially to be beneficially owned by him if he was to exercise all of his warrants and options.

Security Ownership of Directors and Management

The following table sets forth the number and percentage of the beneficial ownership of common shares of the Company’s issued and outstanding common stock as of June 30, 2014 held by each director and director nominee, each of the executive officers named in the Summary Compensation Table below (the “Named Executive Officer”) and all of our directors and executive officers as a group. Each director and executive officer has sole voting and investment power with respect to the shares beneficially owned by him.

CORPORATE GOVERNANCE

Director Independence

We have not formally adoptedThe Board with the assistance of management, reviews and determines director independence requirements for each director nominee, based on the NASDAQ standards for director independence but in making a determination on our Board of Director’s independence under the standards for independenceas set forth by the NASDAQ StockNASDAQStock Market Rule 5605(a)(2) and pursuant to Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we . The Company’s Boarddetermined thatas of June 30, 2014, our2015, the Company’s Board consisted of four independent and three non-independent directors.The directors of the Company, when they became directors of the Company and the Company’s opinion as to each director’s independence are as follows:

Corporate Governance and Nominating Committee

We currently do not have a corporate governance committee or standing nominating committee, nor do we have a corporate governance charter or nominating committee charter or policies due to the relatively small size of the Company. Our Board believes that our entire Board consisting of Mr. Said Arrata, Mr. Satya Brata Das, Mr. Pascal Nodé-Langlois, Mr. David Roff, Dr. Horst A. Schmid, Mr. Curtis James Sparrow and Mr. Malik Youyou, can adequately perform the functions of a corporate governance committee and nominating committee, which includes considering potential director nominees, therefore fulfilling the role of a nominating committee. Our Board previously approved the adoption of the formation of a corporate governance and nominating committee and is currently in the process of developing a corporate governance and nominating committee charter. Our Board also previously designated Mr. Said Arrata, Mr. Satya Brata Das, Mr. David Roff and Mr. Curtis Sparrow to serve on our future corporate governance committee. However, the Board is currently reviewing independence requirements of the previously designated directors. Once our Board formerly adopts our corporate governance and nominating committee written charter, the Board will appoint only directors of the Company that meet the independence requirements, as set out under the NASDAQ Stock Market Rule 5605(a)(2) and Rule 10A-3 of the Exchange Act, to serve on its corporate governance and nominating committee. The Company has not engaged a third party to identify or evaluate or assist in identifying or evaluating potential director nominees. Although a formal process has not been adopted, our entire Board considers potential director nominees through recruitment efforts by the Board members, including both formal and informal discussions among Board members and the Chairman and executive officers of the Company.

The Board will consider director candidates recommended by shareholders of the Company as set forth in our amended and restated by-laws filed on September 3, 2009 with the SEC on Form 8-K and as set forth under Shareholder Eligibility Rule 14a-11 of the SEC. Also see “Shareholder Proposals for the Company’s Next General Meeting of Shareholders” disclosed in this proxy statement.

Board Meetings, Committees and Annual Meeting Attendance

In the September 30, 2013 fiscal year, our Board had 10 meetings or written resolutions. Each director of the Company attended 100% of all meetings held by the Board. During our September 30, 2013 fiscal year end, there were no formal committee meetings held as the Company had not adopted any formal committees. On May 24, 2013, the shareholders of more than 63.9% of the issued and outstanding shares of common stock of the Company, effected a written consent (the “Written Consent” as previously filed on Form 8-K on March 28, 2013 with the SEC) in lieu of a general meeting of the shareholders.

Our Board’s policy is to encourage all of our directors to attend each General Meeting. Such attendance allows for direct interaction between shareholders and members of our Board.

Audit Committee

We do not currently have an audit committee, nor does the Company have an audit committee charter. Our Board, consisting of Mr. Said Arrata, Mr. Satya Brata Das, Mr. Pascal Nodé-Langlois, Mr. David Roff, Dr. Horst A. Schmid, Mr. Curtis James Sparrow and Mr. Malik Youyou, currently fulfills the duties of an audit committee. Our Board acting as our audit committee reviews the Company's financial reporting process. In addition, our Board acting as our audit committee has the authority to engage public accountants to audit our annual consolidated financial statements and to determine the scope of the audit to be undertaken by such accountants. Our management has the primary responsibility for the consolidated financial statements and the reporting process to the SEC. The Company's independent registered public accounting firm is responsible for expressing an opinion on the conformity of our audited consolidated financial statements to generally accepted accounting principles. The Company's independent registered public accounting firm reports directly to management and management reports directly to the Board. The Board reviews and discusses with our management our audited consolidated financial statements. On our Board, we have an independent financial expert who qualifies as a financial expert once our Board formally adopts an Audit Committee. Mr. David Roff, a director serving on our Board, is a chartered accountant, with a B.A. degree from the University of Western Ontario, and has worked as an auditor from 1995 to 1998. Mr. Roff has also worked with a number of small capital public companies over the past 15 years as an officer, director or consultant. Mr. David Roff is a Certified Public Accountant and a Chartered Accountant in good standing since 1995.

Our Board has supported the adoption of the formation of an audit committee and is currently in the process of developing an audit committee charter and reviewing director independence for those directors who will serve on the Company’s audit committee. We have not formally adopted NASDAQ standards for director independence, but in making a determination on our Board’s independence, under the standards for independence set forth by the NASDAQ Stock Market Rule 5605(a)(2) and pursuant to Rule 10A-3 of the Securities Exchange Act of 1934, as amended, we determined thatas of June 30, 2014, our Board consisted of fourfive independent and three non-independent directors. It was determined that Dr. Horst A. Schmid and Mr. Curtis Sparrow, who serve as directors of the Company, are not independent because they serve the Company as President and CEO and Chief Financial Officer, respectively. It was also determined that because Mr. Malik Youyou, who serves as a director and Vice Chairman of the Company, is not independent because he owns a controlling interest of ourthe Company’s issued and outstanding common stock. The directors of the Company, when they became directors of the Company and the Company’s opinion as to each director’s independence are as follows:

On July 28, 2015, our Company and Mr. Malik Youyou, a director of our Company, approved an amendment to a certain series of warrants held by Mr. Youyou. In consideration for extending the expiration date of the applicable warrants from November 23, 2015 to November 23, 2016, as approved by our Board and recommended by our corporate governance and nominating committee (whereby Mr. Youyou abstained from the vote), the number of shares of our common stock issuable upon exercise of Mr. Youyou’s warrants was reduced from 71,428,570 to 51,844,156. No other amendments were made to the terms of the applicable warrants.

Compensation CommitteeOn July 28, 2015, our Company and Cambridge Strategies, Inc. (“Cambridge”), a corporation owned 50% by Mr. Satya Brata Das a director of our Company, approved an amendment to a certain series of warrants held by Cambridge. In consideration for extending the expiration date of the applicable warrants from November 23, 2015 to November 23, 2016, as approved by our Board and recommended by our corporate governance and nominating committee (whereby Mr. Das abstained from the vote), the number of shares of our common stock issuable upon exercise of Cambridge’s warrants was reduced from 428,571 to 311,065. No other amendments were made to the terms of the applicable warrants.

Corporate Governance and Nominating Committee

On January 3, 2015, our Board appointed a corporate governance and nominating committee consisting of four independent Board members as determined by the Board under the director independence standards noted above under “Director Independence”. The CompanyBoard appointed Mr. Satya Brata Das, Mr. Pascal Nodé-Langlois, Mr. Colin Outtrim and Mr. David Roff to serve on the Company’s corporate governance and nominating committee. The Board appointed Mr. Pascal Nodé-Langlois as chairman of the corporate governance and nominating committee. As the Board only recently appointed a corporate governance and nominating committee there were no meetings held by this committee during the September 30, 2014 fiscal year. The Board adopted a formal corporate governance and nominating committee charter. The Nominating Committee currently does not have a standing compensationspecific policy in place with respect to evaluating candidates for director nominees at this time. A copy of this charter may be obtained from the Company’s website atwww.deepwelloil.comorwww.DWOG.com.

The purpose of the Company’s corporate governance and nominating committee or a committee performing similar functions dueis to, but not limited to: (i) assist the Board in identifying individuals qualified to serve as members of the Board; (ii) develop and recommend to the relatively small sizeBoard corporate governance guidelines for the Company; and (iii) oversee the evaluation of the Board and management of the Company.

The Board will consider director candidates recommended by shareholders of the Company doesas set forth in the Company’s by-laws filed on September 3, 2009 with the SEC on Form 8-K and as set forth under Shareholder Eligibility Rule 14a-11 of the SEC. Also see “Shareholder Proposals for the Company’s next annual general meeting of shareholders disclosed in this proxy statement.

Board Meetings, Committees and Annual Meeting Attendance

In the September 30, 2014 fiscal year, our Board had 6 meetings or written resolutions. Each director of the Company attended 100% of all meetings held by the Board. During our September 30, 2014 fiscal year end, there were no formal committee meetings held as the Company had not haveadopted any formal committees during the September 30, 2014 fiscal year end. However, on January 3, 2015, the Company formally adopted an (i) audit committee; (ii) corporate governance and nominating committee; (iii) compensation committee; and a compensation(iv) reserves and resources committee.

All of the Company’s directors attended the Company’s last annual general meeting of shareholders held on September 17, 2014.

The Board’s policy is to encourage all of its directors to attend all annual meetings of the Company’s shareholders. Such attendance allows for direct interaction between shareholders and members of the Board.

Audit Committee

On January 3, 2015, our Board appointed an audit committee charter or policy. Currently, our entireconsisting of four Board (Mr.members. The Board appointed Mr. Said Arrata, Mr. Satya Brata Das, Mr. Pascal Nodé-Langlois and Mr. David Roff Dr. Horst A. Schmid,to serve on the Company’s audit committee. The Board appointed Mr. Curtis James Sparrow and Mr. Malik Youyou) review all compensation paid to the officers and directorsDavid Roff as chairman of the Company. Althoughaudit committee. As the Board only recently appointed an audit committee there were no meetings held by this committee during the September 30, 2014 fiscal year. The Board also recently adopted a formal processaudit committee charter. A copy of this charter may be obtained from the Company’s website atwww.deepwelloil.com.

The Board determined that Mr. David Roff, who was recently appointed to serve on the Company’s audit committee, is independent and is recognized as an audit committee financial expert. Mr. Roff is a Chartered Professional Accountant, with a B.A. degree from the University of Western Ontario, has not beenworked as an auditor from 1995 to 1998 and is a Certified Public Accountant in good standing since 1995.

The purpose of the Company’s audit committee is to prepare the audit committee report required by the SEC to be included in the Company’s proxy statement and to assist the Board in overseeing and monitoring: (i) the quality and integrity of the Company’s financial statements; (ii) the Company’s accounting and reporting processes and consolidated financial statements audits; (iii) the Company’s compliance with legal and regulatory requirements; (iv) the Company’s independent registered public accounting firm’s qualifications and independence; (v) the performance of the Company’s independent registered public accounting firm; and (vi) the Company’s systems of disclosure controls and procedures, internal controls over financial reporting, and compliance with ethical standards adopted by the Board,Board.

The Company’s audit committee has the entire Board determinesauthority to engage independent public accountants to audit the Company’s annual consolidated financial statements and recommendsto determine the amount or formscope of executivethe audit to be undertaken by such accountants. Our management has the primary responsibility for the consolidated financial statements and director compensation through both formalthe reporting process to the SEC. The Company's independent registered public accounting firm is responsible for expressing an opinion on the conformity of the Company’s audited consolidated financial statements to generally accepted accounting principles. The Company's independent registered public accounting firm reports separately and informal discussions amongindependently to the Company’s audit committee and management of the Company.

As the Board membersonly recently appointed an audit committee, the Board acting as its audit committee received, reviewed and executive officers ofdiscussed with management the Company. The Company has not engaged a third party in determining or recommendingCompany's audited financial statements for the amount or form of executive and director compensation.year ended September 30, 2014.

However,Compensation Committee

On January 3, 2015, our Board has supported the adoption of the formation ofappointed a compensation committee consisting of four Board members. The Board appointed Mr. Said Arrata, Mr. Satya Brata Das, Mr. Pascal Nodé-Langlois and is currently in the process of developing a compensation committee charter and reviewing director independence for those directors who willMr. Colin Outtrim to serve on the Company’s compensation committee. The Board appointed Mr. Satya Brata Das as chairman of the compensation committee. As the Board only recently appointed a compensation committee there were no meetings held by this committee during the September 30, 2014 fiscal year. The Board also recently adopted a formal compensation committee charter. A copy of this charter may be obtained from our website atwww.deepwelloil.com orDWOG.com.

The purpose of the Company’s compensation committee is to assist the Board in discharging its responsibilities relating to: (i) determining, reviewing, approving or recommending to the Board, the compensation of the Company’s executive officers, committee members and directors; (ii) monitoring the Company’s incentive and equity-based compensation plans; (iii) preparing the compensation committee report if and when required to be included in future proxy statements under the rules and regulations of the SEC; (iv) evaluating the performance of the committee, including a review of the committee’s compliance with its charter, and reviewing and reassessing its charter and submitting any recommended changes to the Board for its consideration; and (v) oversee all matters relating to shareholder approval, on a non-binding basis of executive compensation (“say-on-pay” votes), including the frequency of such votes and the appropriate committee response to a say-on-pay vote.

At the Company’s last general meeting of shareholders held on September 17, 2014, a majority of shareholders approved, on a non-binding basis, the compensation paid to the Company's named executive officers and a majority of shareholders approved, on a non-binding basis, that the Company shall hold an advisory vote on the compensation paid to the Company’s named executive officers be every three years

Reserves and Resources Committee

On January 3, 2015, our Board appointed a reserves and resources committee consisting of four Board members. The Board appointed Mr. Said Arrata, Mr. Colin Outtrim, Mr. David Roff and Mr. Curtis James Sparrow to serve on the Company’s reserves and resources committee. The Board appointed Mr. Colin Outtrim as chairman of the reserves and resources committee. As the Board only recently appointed a reserves and resources committee there were no meetings held by this committee during the September 30, 2014 fiscal year. The Board also recently adopted a formal reserves and resources committee charter. A copy of this charter may be obtained from the Company’s website atwww.deepwelloil.com orwww.DWOG.com.

The purpose of the Company’s reserves and resources committee is to assist the Board in monitoring: (i) the integrity of the independent reserves and resources estimates and related U.S. and Canadian regulatory disclosures of the Company; and (ii) the qualifications and independence of the independent reservoir engineers, geologists and geophysicists.

The Company’s reserves data and estimates are prepared by independent examination and evaluation of the Company’s production data, reservoir pressure data, logs, geological data, and offset analogies in compliance with SEC definitions and guidance and in accordance with generally accepted petroleum engineering principles. The technical persons employed by the independent reserves evaluators are required to meet the requirements regarding qualifications, independence, objectivity and confidentiality set forth in the “Standards Pertaining to the Estimating and Auditing of Oil and Natural Gas Reserves Information” promulgated by the Society of Petroleum Engineers. The Company’s independent reserves evaluators are provided full access to complete and accurate information pertaining to the Company’s properties, and to all applicable personnel of the Company. The Company’s reserves estimates and process for developing such estimates are reviewed by the Company’s current reserves and resources committee and approved by management. Management on behalf of the Board ensures compliance with SEC disclosure and internal control requirements along with verifying the independence of all third-party consultants. The Company’s management is ultimately responsible for reserve estimates and reserve disclosures and ensuring that they are in accordance with the applicable regulatory requirements and industry standards and practices.

Communicating with the Board

We recognize the investment in the Company that shareholders of our common stock have made and accordingly, we are committed to the open exchange of ideas, concerns and suggestions with our shareholders. Shareholders desiring to communicate with the Board of the Company can do so by mailing a letter to the attention of the Chairman of the Board addressed to the Company’s corporate office at Suite 700, 10150 – 100 Street NW, Edmonton, Alberta, T5J 0P6.

Board leadership structure and role in risk oversight

As of September 30, 2013,2014, Dr. Horst A. Schmid is our President and Chief Executive Officer and also serves as the Chairman of the Board. Because of the small size of the Company, we do not have a lead independent director. The Board does not currently have a policy as to whether the role of President and Chief Executive Officer and Chairman should be separate, and it has the ability to separate these roles in the future if it determines that such a separation would be in the best interest of the Company and its Shareholders.shareholders. As of June 30, 2014,2015, the Company’s Board consisted of fourfive independent and three non-independent directors. Our independent directors take an active role on the Board and make up over half of the Board. On December 4, 2013, the Board appointed Mr. Pascal Nodé-Langlois to serve on the Board as an independent director. As of December 4, 2013,June 30, 2015, we have a majority of independent directors serving on the Board.Given the size of the Company, the entire Board believes 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 the Company’s history.past.

The Board does not believe that its leadership structure affects the Board’s role in risk oversight. Risks that could affect the Company (including liquidity, credit, operations and regulatory compliance) are an integral part of Board deliberations throughout the year. The Board performs the role of risk oversight and includes all of ourthe Company’s executive officers. OurThe Company’s management team submits weekly updates to the Board 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. OurThe Company’s independent Board members regularly discuss their concerns and observations regarding all aspects of the Company’s business plans, risks and operations. These weekly updates facilitate discussions regarding risk-related information or concerns between the Board and our management. Dr. Horst A. Schmid and the entire Board form the agendas for all Board meetings.

Involvement in Certain Legal Proceedings

Neither the Company nor any of its property is currently subject to any material legal proceedings or other adverse regulatory proceedings. We do not currently know of any material proceedings to which any director, proposed director, executive officer or affiliate of the Company, any owner of record of beneficially more than 5% of our voting shares, or any associate of any such director, executive officer, affiliate of the Company, or security holder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries. None of our directors proposed directors or executive officers has, during the past ten years, been involved in any material bankruptcy, criminal or securities law proceedings.

Family and Certain Other Relationships

There are no family relationships among the members of the Board or the members of the senior management of the Company. There are no arrangements or understandings with customers, suppliers or others, pursuant to which any member of the Board or member of the senior management was selected.

DIRECTOR COMPENSATION

On November 28, 2005 and as amended on December 4, 2013, the Board 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 the Board and permits options to acquire shares of Deep Well’s common stock to be granted to directors of the Company. The vesting of such director options will occur only if the holder of the options continues to provide services to the Companyus 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, the Board granted each of its directors, Dr. Horst A. Schmid, Mr. Malik Youyou, Mr. Said Arrata, Mr. Satya Das, Mr. David Roff and Mr. Curtis James Sparrow, and Mr. Malik Youyou, options to purchase 450,000 shares each of common stock at an exercise price of $0.14 per share of common share,stock, 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, the Board granted each of its directors, Dr. Horst A. Schmid, Mr. Malik Youyou, Mr. Said Arrata, Mr. Satya Das, Mr. David Roff and Mr. Curtis James Sparrow, and Mr. Malik Youyou, options to purchase 450,000 shares each of common stock at an exercise price of $0.05 per share of common share,stock, 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.

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. The common shares were issued pursuant to Section 4(2) of the Securities Act.

On December 4, 2013, the Board appointed Mr. Pascal Nodé-Langlois as a director and in connection with his appointment the Board granted Mr. Nodé-Langlois an option to purchase 450,000 shares of common stock at an exercise price of $0.34 per share of common stock, 150,000 vesting immediately and the remaining vesting one-third on December 4, 2014, and one-third on December 4, 2015, with such options expiring on December 4, 2018.

On September 19, 2014, the Board granted each of its directors, Dr. Horst A. Schmid, Mr. Malik Youyou, Mr. Said Arrata, Mr. Satya Das, Mr. Pascal Nodé-Langlois, Mr. David Roff and Mr. Curtis James Sparrow, options to purchase 600,000 shares each of common stock at an exercise price of $0.38 per share of common stock, 200,000 vesting immediately and the remaining vesting one-third on September 19, 2015, and one-third on September 19, 2016, with such options expiring on September 19, 2019.

On November 17, 2014, the Board appointed Mr. Colin P. Outtrim as director and in connection with his appointment the Board granted Mr. Outtrim an option to purchase 600,000 shares of common stock at an exercise price of $0.23 per share of common stock, 200,000 vesting immediately and the remaining vesting one-third on November 17, 2015, and one-third on November 17, 2016, with such options expiring on November 17, 2019.

For the fiscal year ended September 30, 2014, the Company recorded share based compensation expense related to stock options in the amount of $1,087,356 (September 30, 2013 - $125,099) on the stock options that vested during the year and the stock options that were granted during the year. As of September 30, 2014, there was remaining unrecognized compensation cost of $1,251,266 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.

RELATED PARTY TRANSACTIONS

We have no written policies or procedures to review, approve or ratify transactions with related persons. However, the Board reviews and approves all significant transactions with related persons.

The Company plans to develop aadopted an audit committee charter on December 17, 2014, which sets out the policy and procedureprocedures for related-party transactions. The Company’s audit committee reviews and approves with the Board any related-party transactions over $120,000 or such other amount as revised under Regulation S-K Item 404(a) that is to ensurebe disclosed and recommends to the disclosure and reviewBoard its determination with respect to the related-party transactions (“Related-party Transactions”). The standard applied in approving any Related-party Transaction is to confirm that the transaction is in the best interests of transactions involving the Company and related-persons. Currently, our managementwithout regard to the interests of the related-party involved in the transaction. The Board ultimately approves all Related-party Transactions.

Management of the Company submits weekly updates to the entire Board for review and discussion. These weekly updates include, but are not limited to, weekly financial status and related-party transactions.disclosure of any anticipated Related-party Transactions. These weekly updates facilitate discussions between the Board and ourthe Company’s management. WeThe Company recorded the following related party transactionsRelated-party Transactions since the beginning of the fiscal year ended September 30, 2013,2014 and any currently proposed transactions if any, which were more than $120,000 in the fiscal year with related parties.related-parties. For further information, see “Executive Compensation” disclosed herein:

We incurred expenses totalling $275,800 to two related parties (i) Concorde Consulting, a company 100% owned by Mr. Curtis Sparrow, in the amount of $177,300 for professional fees for providing services to the Company as Chief Financial Officer, Corporate Secretary and Treasure during the year ended September 30, 2013, (ii) Portwest Investments Ltd., a company 100% owned by Dr. Horst A. Schmid, for professional fees for providing services to the Company as President and CEO during the year ended September 30, 2013, of which $98,500 of expenses related to Portwest Investments Ltd. was reversed as part of the Amending Agreement, referred to under “Executive Compensation” disclosed herein. These amounts are included in the balance of accounts payable – related parties as of September 30, 2013.

As ofOn June 30, 2013, wethe Company received a loan for $260,000 as a note payable from Mr. Malik Youyou a director and majority shareholder of the Company and in November of 2013 this note payable was paid in full to Mr. Youyou.

The Company paid Concorde Consulting, a company 100% owned by Mr. Curtis James Sparrow, a director of the Company, $198,703 for consulting services provided to the Company for professional fees provided to the Company as Chief Financial Officer, Corporate Secretary and Treasurer, during the fiscal year ended September 30, 2014. Mr. Sparrow is also a director of the Company. On August 15, 2013, the loan payable was offset by the amount of $70,500 for exercising his director’s stock options reducing the total loan payable to $189,500 as of September 30, 2013.

On June 27, 2014, the Company, through its subsidiary company Northern Alberta Oil Ltd., entered into and subsequently closed an Acquisition of Royalty Interest Agreement (the “Acquisition Agreement”), with Mr. Malik Youyou, a director and majority shareholder of the Company, whereby the Company acquired and cancelled 2.5% of the disputed Purported 6.5% Royalty on certain lands owned us. Although the Company continues to deny the validity of the Purported 6.5% Royalty, the Company determined that it was in the best interests of the Company’s shareholders to come to an arrangement to acquire and cancel most of the Purported 6.5% Royalty to prevent a potential encumbrance over the Company’s land or the possibility of future litigation resulting from these alleged royalty claims. Pursuant to the terms and conditions of the Acquisition Agreement to acquire the purported overriding royalty interest claim, the Company paid $1,007,000 to Mr. Youyou, 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 (in US dollars) that Mr. Youyou paid to acquire this 2.5% interest in the Purported 6.5% Royalty from an arm’s length third party.

EXECUTIVE OFFICERS

The executive officers of the Company shall be elected by the Board at its GeneralAnnual Meeting or at such other time or times as the Board shall determine.

Each executive officer of the Company shall hold office for the term for which he or she is elected and until such executive officer’s successor is elected and qualifies or until such executive officer’s earlier death, resignation or removal. Any executive officer may resign at any time upon written notice to the Company. Any executive officer may be removed at any time, with or without cause, by the Board. Any vacancy occurring in any office of the Company may be filled by the Board. There are no arrangements or understanding between any executive officer of the Company and any other person pursuant to which any executive officer was selected as an officer of the Company.

The following table and narrative provides certain information concerning the executive officers of the Company as of June 30, 2014:2015:

Dr. Horst A. Schmid has served as director and Chairman of the Board of the Company since February 6, 2004 to present.2004. Since June 29, 2005, to present, he has been the Chief Executive Officer and President of the Company.Deep Well. From September 1996 to present, Dr. Schmid has been the 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,oil and gas industry, achieving major contracts for Alberta Exploration/Production/Service Companies.exploration and production service companies. He is the recipient of many Canadian and International Awardsinternational awards for his accomplishments. Dr. Schmid received an Honorary Law Degree from the University of Alberta.

Mr. Curtis James Sparrow has served as director of the Company since February 6, 2004. Mr. Sparrow has also been the Chief Financial Officer, Corporate Secretary and Treasurer of the Company.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 3536 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 MastersMaster’s Degree in Business Administration from the University of Alberta. Mr. Sparrow is a National Association of Corporate Directors (“NACD”) Governance Fellow. He has demonstrated his commitment to boardroom excellence by completing NACD’s comprehensive program of study for corporate directors. He supplements his skill sets through ongoing engagement with the director community, and access to leading practices. The NACD is the recognized authority focused on advancing exemplary board leadership and establishing leading boardroom practices. Mr. Sparrow received his Bachelor of Science Degree in Engineering and Master’s Degree in Business Administration from the University of Alberta. Mr. Sparrow is also a registered Professional Engineer.Engineer.

EXECUTIVE COMPENSATION

At the Company’s 2013 general meeting of shareholders held on September 17, 2014, a majority of our shareholders approved on an advisory basis the compensation paid to the Company’s named executive officers (also known as Say-on-Pay) and a majority of our shareholders approved the frequency of which to hold the say-on-pay advisory vote on the compensation paid to the Company’s named executive officers be every three years. Unless the Board as recommended by our recently appointed compensation committee modifies its policy on the frequency of future say-on-pay advisory votes, shareholders will have an opportunity to cast an advisory vote to approve the Company’s compensation paid to its named executive officers every three years. The Company’s next say-on-pay advisory vote will be held no later than the 2016 annual meeting of shareholders of the Company.

EXECUTIVE COMPENSATIONThe Company will ask its shareholders, on an advisory basis, to vote on the frequency of the say-on-pay vote at least once every six years, with the next advisory vote on frequency to be held no later than the 2019 annual meeting of shareholders of the Company.

The following table provides information about the compensation paid to, earned or received during the last two fiscal years ended September 30, 20132014 and September 30, 2012,2013, by the executive officers listed below (the “Named Executive Officers”).

Executive Compensation Summary

The Board of the Company regularly reviews all compensation paid to executive officers of the Company.

Compensation Arrangements for Executive Officers

The Company currently does not provide retirement benefits to any of its named executive officers.

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

b)

Termthe term of Prior Agreement will be untilexpired on December 31, 2014;

as consideration forIn 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 owing2014 fiscal year, no fees were owed or paid to Portwest. As of September 30, 2013, to present, the Company hashad settled all outstanding amounts owed to Portwest. Currently Portwest receive no paid compensation for his services as Chief Executive Officer and President to the Company.

On March 23, 2011, and as herein reported under the Executive Compensation Summary ourtable, the Board granted Dr. Schmid and Mr. Sparrow, as directors of the 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 ourtable, the Board granted Dr. Schmid and Mr. Sparrow, as directors of the 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 GrantedOn September 19, 2014, and as herein reported under the Executive Compensation Summary table, the Board granted Dr. Schmid and Mr. Sparrow, as a directors of the Company, options to Executive Officerspurchase 600,000 shares of common stock at an exercise price of $0.38 per common share, one-third vesting immediately and the remaining vesting one-third on September 30, 201319, 2015, and one-third on September 19, 2016, each with a five-year life.

CHANGES IN CONTROL

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

As of June 30, 2014,2015, and based solely on Mr. Youyou’s filed Form 4s and Amended Schedule 13Ds, Mr. Youyou, a director of the Company, beneficially owns 113,022,394114,306,091 shares of common stock (not including Mr. Youyou’s presently outstanding warrants and options) of the Company of which: 1) 102,900,200 shares were directly acquired pursuant to five subscription agreements dated June 22, 2007, August 14, 2008, October 31, 2008, November 9, 2010 and November 23, 2013 for a total aggregate price of $20,000,000 for all five private placement transactions; 2) 7,847,352 shares were indirectly acquired pursuant to open market purchases through Westline Enterprises Limited, a corporation 100% owned by Mr. Youyou; 3) 600,000 shares were directly acquired of pursuant to the exercise of Mr. Youyou’s options issued to him as a director of the Company; and 4) another 1,674,8422,958,539 shares were directly acquired through open market purchases. Pursuant to the five private placements, Mr. Youyou also originally received warrants to acquire an additional 107,900,200 shares of our common stock of which 36,471,630 warrants have since expired unexercised. As of June 30, 2015, Mr. Youyou presently has 71,428,570 exercisable warrants and 150,000500,000 options to acquire shares of ourthe Company’s common stock. As of the date of this report,June 30, 2015, Mr. Youyou has 49.28%49.8% of the issued and outstanding common stock of the Company. If Mr. Youyou were to exercise all of his warrants and options to acquire an additional 71,578,57071,928,570 shares of our common stock, and if nobody else exercised their warrants or options, Mr. Youyou would have 61.35%61.8% of our issued and outstanding common stock. As of the date of this report, Mr. Youyou has not exercised any of his outstanding warrants or options. Mr. Youyou became a director of the Company on August 20, 2008.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s officers, directors and persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the SEC, and to furnish to the Company copies of such reports. Based solely on the review of Forms 3 and 4 received by the Company during the September 30, 20132014 fiscal year, as required under Section 16(a)(2) of the Exchange Act, 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 the Company, filed one Form 4 late (4 transactions)(relating to one transaction); Mr. Satya Brata Das, a director of the Company, filed twoone Form 4 late (5(relating to two transactions); Mr. David Roff,Pascal Nodé-Langlois, a director of the Company filed twoone Form 3 late (relating to one transaction) and one Form 4 late (5(relating to five transactions); Dr. Horst A. Schmid, a director of the Company, filed twoone Form 4 late (8 transactions)(relating to one transaction); Mr. Curtis James Sparrow, a director of the Company, filed twoone Form 4 late (8 transactions)(relating to one transaction); and Mr. Malik Youyou, a director and a 10% or more beneficial owner of the Company, filed two Form 44s late (20(relating to 34 transactions); and MPI S.A., a 10% or more beneficial owner of the Company, filed one Form 3 late (1 transaction).

PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

Our amended and restatedThe Company’s by-laws provide that the total number of directors constituting the entire Board shall be not less than 3 nor more than 15, with the then-authorized number of directors being fixed from time to time by the Board. Directors need not be shareholders. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal. The members of the Board shall serve for until the next annual general meeting of shareholders and until their successors have been elected. Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares present in person or represented by proxy at the meeting and entitled to vote in the election.

At the GeneralAnnual Meeting, seveneight directors are to be elected. The Board has proposed the nominees listed below for election to serve until the next GeneralAnnual Meeting, or until their successors are duly elected and qualified. All of the nominees listed below currently serve as directors of the Company and all of the nominees were recommended for re-election by our Board.

You are being requested to vote on the director nominees in Proposal No. 1 of this proxy statement.

Unless otherwise specified in the accompanying form of proxy, proxies solicited hereby will be voted for the election of the nominees listed below. Each of the nominees below has agreed to serve until the next GeneralAnnual Meeting. If any of them should become unable to serve as a director, the Board may designate a substitute nominee. In that case, the proxies will be voted for the substitute nominee or nominees to be designated by the Board. If no substitute nominees are available, the size of the Board will be reduced.

None of ourthe Company’s directors or executive officers is related to one another.

The following sets forth information, as of the date of this Proxy StatementJune 30, 2015 concerning the seveneight director nominees to be re-elected to serve on the Company’s Board:

Business Experience of Nominees

Dr. Horst A. Schmid has served as director and Chairman of the Board of the Company since February 6, 2004. Since June 29, 2005, he has been the Chief Executive Officer and President of Deep Well. From September 1996 to present, Dr. Schmid has been the 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 and gas industry, achieving major contracts for Alberta exploration and 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. The Board has determined that Dr. Schmid should serve as a director to gain from his significant leadership experience.

Mr. Malik Youyou has served as director of the Company since August 20, 2008 and Vice Chairman of Deep Well since January 1, 2014. 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. The Board has determined that Mr. Youyou should serve as a director to gain from his significant highly successful business experience.

Mr. Said Arrata has served as director of Deep Wellthe Company since March 8, 2011 to present. The Board has determined that Mr. Arrata should serve as a director to gain from his significant experience as a highly experienced energy executive who brings a sophisticated understanding of energy company development to the Deep Well Board of Directors.2011. Mr. Arrata is the Chairman of the Boardboard of Directorsdirectors and CEO of Sea Dragon Energy Inc., a firm domiciled in Calgary, Alberta, 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 Inc. and Mr. Arrata subsequently established Sea Dragon Energy Inc. Since May of 2007, Mr. Arrata has been a board member of Dana Gas Inc., a company which operates oil and gas concessions in Egypt and the Province of Kurdistan. Reputed as a company-builder, he 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. The Board has determined that Mr. Arrata should serve as a director to gain from his significant experience as a highly experienced energy executive who brings a sophisticated understanding of energy company development to the Company’s Board.

Mr. Satya Brata Das has served as director of Deep Wellthe Company since March 8, 2011. 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 the 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 WellCompany’s Board. A former columnist, foreign correspondent and editorialist, Mr. Das has advised at the highest levels of municipal, provincial and national governments in Canada. The Board has determined that Mr. Das should serve as a director to gain from his significant experience in providing strategic advice and guidance to public and private sector leaders.

Dr. Horst A. Schmid has served as director and Chairman of the Board of Deep Well since February 6, 2004. Since June 29, 2005, he has been the Chief Executive Officer and President of Deep Well. From September 1996 to present, Dr. Schmid has been the 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 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. The Board has determined that Dr. Schmid should serve as a director to gain from his significant leadership experience.

Mr. Curtis James Sparrow has served as director of Deep Well since February 6, 2004. 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 Master’s Degree in Business Administration from the University of Alberta. Mr. Sparrow is also a registered Professional Engineer. The Board has determined that Mr. Sparrow should serve as a director to gain from his significant experience in the natural resources sector.

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 capital public and private companies for more than fifteen years as an officer, director or consultant. 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 Accountant with a B.A. degree from the University of Western Ontario and has worked as an auditor for a large international Public Accounting firm from 1995 to 1998. Mr. David Roff is a Certified Public Accountant and a Chartered Accountant in good standing since 1995. The Board has determined that Mr. Roff should serve as a director to gain from his significant consulting experience.

Mr. Malik Youyou has served as director of Deep Well since August 20, 2008 and Vice Chairman of Deep Well since January 1, 2014. 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. The Board has determined that Mr. Youyou should serve as a director to gain from his significant highly successful business experience.

Mr. Pascal Nodé-Langlois has served as director of Deep Wellthe Company since December 4, 2013. 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 Switzerland.. 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. The Board has determined that Mr. Nodé-Langlois should serve as a director to gain from his significant experience in banking.

Vote RequiredMr. Colin P. Outtrim has served as director of the Company since November 17 2014. Mr. Outtrim is a highly experienced petroleum engineer bringing with him extensive reservoir appraisal knowledge to the Company. Mr. Outtrim has over 40 years of experience in the global petroleum reserves and resources industry and has conducted and or participated in several hundred reservoir engineering and economic evaluation projects covering oil, gas and geothermal properties in all parts of the world having asset values from between one million to 20 billion dollars. Early in his career he worked with the Alberta Government Energy Resources and Conversation Board (now known as the Alberta Energy Regulator or “AER”) as a Reserves Engineer assessing the Alberta oil sands, at which time he also published and co-authored a paper entitled “The Oil Sands Reserves of Alberta”. From 1992 to 2004, he was the co-founder, President and CEO of Outtrim Szabo Associates Ltd. which served petroleum companies undertaking energy developments around the world. In 2004, Outtrim Szabo Associates Ltd. was acquired by DeGolyer and MacNaughton Canada Limited (“DeGolyer”) and Mr. Outtrim became president and a director of DeGolyer until his retirement in 2012. From 2008 to 2012, the Company engaged DeGolyer to prepare the Company’s independent reserves and resources analysis reports, at which time Mr. Outtrim was providing independent consulting engineering services to the Company through DeGolyer. His career has provided him broad experience reporting to audit committees as a “qualified reserves evaluator and auditor”. He is one of a few expert members from around the world selected to sit on and serve as a technical member of the Experts Group sub-committee on the United Nations Economic Commission for Europe (“UNECE”), the United Nations Framework Classification (“UNFC”) for the standardization of petroleum reserves and resource definitions, and has recently completed a three-year term on the board of trustees of the Society of Petroleum Engineers Canadian Educational Trust Fund as trustee and treasurer. He is currently serving as director and reserves audit committee chairman of CaiTerra International Energy Corporation and currently provides reservoir engineering advisory services to Tallahassee Resources Inc. He is also the past chairman of the Petroleum Society of the Canadian Institute of Mining. Mr. Outtrim holds a Bachelors of Applied Science in Geological Engineering from the University of British Columbia and is a registered Petroleum Engineer. Mr. Outtrim completed his professional qualifications at the highest level with the Institute of Corporate Directors and attained his ICD.D designation. The Board has determined that Mr. Outtrim should serve as a director to gain from his extensive expertise in reservoir appraisals as a highly experienced petroleum engineer and qualified reserves evaluator and auditor.

Mr. David Roff has served as a director of Deep Well since April 3, 2006. Mr. Roff is the Chief Investment Officer at Globalive Capital a position he has held since April 2015. Globalive Capital is private equity and venture capital firm Mr Roff is also co-president of Brave Investment Corporation, a private consulting and investment company and has held this position since 2001. Mr. Roff’s experience working with small cap public and private companies spans more than seventeen 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. The Board has determined that Mr. Roff should serve as a director to gain from his significant consulting experience.

Mr. Curtis James Sparrow has served as director of the Company since February 6, 2004. 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 36 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 is a National Association of Corporate Directors (“NACD”) Governance Fellow. He has demonstrated his commitment to boardroom excellence by completing NACD’s comprehensive program of study for corporate directors. He supplements his skill sets through ongoing engagement with the director community, and access to leading practices. The NACD is the recognized authority focused on advancing exemplary board leadership and establishing leading boardroom practices. Mr. Sparrow received his Bachelor of Science Degree in Engineering and Master’s Degree in Business Administration from the University of Alberta. Mr. Sparrow is also a registered Professional Engineer. The Board has determined that Mr. Sparrow should serve as a director to gain from his significant experience in the natural resources sector. 

Vote Required

Directors are elected by a plurality of the votes cast. This means that the individuals nominated for election to the Board as directors who receive the mostFOR votes (among votes properly cast in person or by proxy) will be elected. Nominees do not need to receive a majority to be elected directors.

Recommendation of the Board

Our Board recommends that shareholders voteFOR the election of all the nominees to the Board as directors of the Company.

AUDIT COMMITTEE REPORT

The entire Board acted as ourthe Company’s audit committee for the fiscal year ended September 30, 2013.2014. On January 3, 2015, the Company’s Board appointed an audit committee consisting of four Board members. The following report of the Board shall not be deemed to be incorporated by reference in any previous or future documents filed by the Company with the SEC under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates the reference in any such document. We have not adoptedCurrently the Company’s Board consists of eight directors (Mr. Said Arrata, Mr. Satya Brata Das, Mr. Pascal Nodé-Langlois, Mr. Colin P. Outtrim, Mr. David Roff, Dr. Horst A. Schmid, Mr. Curtis Sparrow and Mr. Malik Youyou). The Company’s Board reviewed and determined director independence requirements for each director nominee, as recommended by the Company’s corporate governance and nominating committee, based on the NASDAQ standards for director independence but in making a determination on our Board of Director’s independence under the standards for independenceas set forth by the NASDAQ StockNASDAQStock Market Rule 5605(a)(2) and pursuant to Rule 10A-3 of the Securities Exchange Act we of 1934, as amended (the “Exchange Act”). The Company’s Boarddetermined thatas of SeptemberJune 30, 2013, our2015, the Company’s Board consisted of threefive independent and three non-independent directors. On our Board, we have anIt was determined that Dr. Horst A. Schmid and Mr. Curtis Sparrow, who serve as directors of the Company, are not independent financial expertbecause they serve the Company as President and CEO and Chief Financial Officer, respectively. It was also determined that because Mr. Malik Youyou, who qualifiesserves as a financial expert once ourdirector and Vice Chairman of the Company, is not independent because he owns a controlling interest of the Company’s issued and outstanding common stock. The Company’s Board formally adopts an Audit Committee.also determined that Mr. David Roff, a director servingwho was recently appointed to serve on our Board,the Company’s audit committee, is independent and is recognized as an audit committee financial expert. Mr. Roff 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. Roff has also worked with a number of small capital public companies over the past 15 years as an officer, director or consultant. Mr. David Roff1998 and is a Certified Public Accountant and a Chartered Accountant in good standing since 1995.

The Board acting as ourthe Company’s audit committee reviews the Company's financial reporting process. In addition, the Board acting as our audit committee has the authority to engage public accountants to audit our annual consolidated financial statements and to determine the scope of the audit to be undertaken by such accountants.

Management has the primary responsibility for the consolidated financial statements and the reporting process to the SEC. Management performed all work relating to the preparation of the audit of ourthe Company’s consolidated financial statements for the fiscal year ended September 30, 2013.2014. The Company's independent registered public accounting firm, Sadler, Gibb & Associates, LLC (“Sadler Gibb”) is responsible for expressing an opinion on the conformity of the audited consolidated financial statements to generally accepted accounting principles. For the Company’s September 30, 2014 fiscal year end, Sadler Gibb reportsreported directly to management and management reportsreported directly to the Board. The Board reviewed and discussed with management the Company's audited consolidated financial statements for the current fiscal year ended September 30, 2013.2014.

Management has discussed with Sadler Gibb the matters required to be discussed by the statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.

For the fiscal year ended September 30, 2013,2014, the Board has received and reviewed the written disclosures and the letter to management from Sadler Gibb required by the PCAOB regarding Sadler Gibb’s communications with the Board concerning independence and has discussed with Sadler Gibb its independence. Management has discussed with the Board and has considered whether the provision of services by Sadler Gibb not related to the audit of the consolidated financial statements referred to above and to the reviews of the interim financial statements included in the Company's quarterly reports on Form 10-Q or annual report on Form 10-K, are compatible with maintaining Sadler Gibb’s independence.

Based on the reviews and discussions referred to above, the Board acting as the audit committee determined that the audited consolidated financial statements referred to above be accepted and included in the Annual Report on Form 10-K accompanying this Proxy Statement for the fiscal year ended September 30, 2013.2014.

For subsequent year and quarter ends the Board delegates this responsibility to the Audit Committee.

By the Board acting as the Company’s audit committee for the fiscal year ended September 30, 2014:

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On November 16, 2012, the Company formally informed Madsen & Associates CPAs, Inc. of the appointment of a different auditor as the 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 the 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. The 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 were 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. The Company 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, the Company engaged Sadler, Gibb & Associates, LLC (“Sadler Gibb”) as its new independent registered public accounting firm. During the years ended September 30, 2011 and 2010, and through November 16, 2012, the Company had not consulted with Sadler Gibb regarding any of the following:

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS’ FEES

In the fiscal year ended September 30, 2014, the Company estimated that it will pay Collins Barrow, an independent third party, PCAOB registered, chartered accounting firm fees of Cdn$10,500 relating to the preparation of the Company’s tax returns. In the fiscal year ended September 30, 2013, wethe Company paid Collins Barrow, an independent third party, PCAOB registered, chartered accounting firm fees of Cdn $10,500Cdn$13,531 relating to the preparation of the Company’s tax returns. All of ourthe Company’s quarterly financial statements for the fiscal yearyears ended September 30, 2014 and 2013 were reviewed by Sadler Gibb and our annual consolidated financial statements for the Company’s September 30, 2014 and 2013 fiscal year ended September 30, 2013 were also audited by Sadler Gibb. In the fiscal year ended September 30, 2012, we paid Collins Barrow fees of Cdn $23,100, relating to the preparation of the 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 annual consolidated financial statements for the fiscal year ended September 30, 2012ends were audited by Sadler Gibb.

To the Company's knowledge, a representative from Sadler Gibb is not expected to be present at the shareholders’ meeting.

The following table is a summary of the fees billed to usthe Company by Sadler Gibb for professional services for the fiscal years ended September 30, 20132014 and September 30, 2012. All services and fees were pre-approved by the Board:2013:

Audit Fees

Audit fees consist of fees for services provided by Sadler Gibb for the audit of ourthe Company’s annual consolidated financial statements included in the annual report on Form 10-Kits Annual Report for the yearfiscal years ended September 30, 20132014 and 2013. Audit fees also include fees for services provided by Sadler Gibb for the review of ourthe Company’s quarterly consolidated financial statements included in the Company’s quarterly filings on Form 10-Q for the periods ending December 31, 2013, March 31, 2014 and June 30, 2014. Audit fees also include fees for services provided by Sadler Gibb for the review of the Company’s quarterly consolidated financial statements included in our quarterly filings on Form 10-Q for the periods ending December 31, 2012, March 31, 2013 and June 30, 2013.

Audit Committee Pre-Approval Policies and Procedures

Our Board has pre-approved,The Company’s recently appointed audit committee is responsible for appointing, setting the compensation and overseeing the work of the independent auditor. The Company’s audit committee pre-approves all audit and permitted non-audit services (includingprovided by the feesCompany’s independent auditor.

Because the Board only recently appointed an audit committee and terms thereof) provided or to beadopted an audit committee charter, the Board as a whole pre-approved all audit and non-audit services provided by Sadler Gibb subject tofor thede minimis exceptions for non-audit services as allowed by applicable law or regulation. Our fiscal year ended September 30, 2014. Further the Board has considered the nature and amount of the fees billed by Sadler Gibb, and believes that the provision of the services for activities unrelated to the audit of our September 30, 2014 financial statements is compatible with maintaining the independence of Sadler Gibb. For 2012 and 2013, all of the services related to amounts billed by the Company's external accountants were pre-approved by the Board.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR

THE FISCAL YEAR ENDING SEPTEMBER 30, 20142015

General

OurThe Company’s Board acting as our audit committee, has appointed Sadler Gibb, as recommended by the Company’s audit committee, to be ourthe Company’s independent registered public accounting firm, to audit ourthe Company’s consolidated financial statements for the year ending September 30, 2014. We are2015. The Company is asking the shareholders to ratify the appointment of Sadler Gibb to serve as ourthe Company’s independent registered public accounting firm for the year ending September 30, 2014.2015.

In the event shareholders fail to ratify the appointment, the Board, acting as ourrecommended by the Company’s audit committee, may reconsider this appointment. Even if the appointment is ratified, the Board under the recommendation of the Company’s audit committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board determines that such a change would be in ourthe Company’s and ourthe Company’s shareholders’ best interests.

The Board, as recommended by the Company’s audit committee, has approved all services provided by Sadler Gibb.

Vote Required

To be approved by the shareholders, this proposal must receive the affirmativeFOR vote of a majority of the votes cast on this proposal at the GeneralAnnual Meeting.

Recommendation of the Board

OurThe Company’s Board recommends that shareholders voteFOR this proposal to ratify the appointment of Sadler Gibb as ourthe Company’s independent registered public accounting firm for the year ending September 30, 2014.

PROPOSAL NO. 3

SAY-ON-PAY ADVISORY VOTE TO APPROVE

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

General

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act the “Dodd-Frank Act”) and Section 14A of the Exchange Act, our shareholders are entitled to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the rules of the SEC.

The compensation of our named executive officers subject to the vote is disclosed under Executive Compensation and the related narrative disclosure contained in this Proxy Statement.

This vote is also commonly known as a “Say-on-Pay” vote, which gives our shareholders, the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to the compensation of our named executive officers described in this Proxy Statement. Our Board oversees our executive compensation of our named executive officers. We entered into certain agreements with companies owned by Dr. Horst A. Schmid on July 1, 2005 and as amended on June 20, 2013, and by Mr. Curtis Sparrow on July 1, 2005.

Compensation Arrangements for Executive Officers

The Company currently does not provide retirement benefits to its executive officers. The Board of the Company regularly review all compensation paid to executive officers of the Company.

The Company has entered into the following agreements with the following companies for services of certain executive officers of the Company:

Vote Required

Accordingly, our Board is asking its shareholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement by casting a non-binding advisory voteFOR the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including compensation tables and narrative discussion in this Proxy Statement, is hereby APPROVED.”

This shareholder vote on the named executive officer compensation is advisory, and therefore will not be binding on the Company or on our Board and will not affect, limit or augment any existing compensation or awards. However, we value our shareholders’ opinions and the Board will take into account the outcome of the vote when considering future compensation arrangements.

Advisory approval of this proposal requires the vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the General Meeting.

Recommendation of the Board

Our Board recommends that shareholders voteFOR this proposal, on an advisory basis, to approve and support the compensation of the Company’s named executive officers.

ACTION NO. 4

SAY-WHEN-ON-PAY ADVISORY VOTE ON THE FREQUENCY

IN WHICH SHAREHOLDERS SAY-ON-PAY VOTES

General

In addition to the “Say-on-Pay” shareholder vote, shareholders are requested to vote, on an advisory (non-binding) basis, on how frequently we should present shareholders with a Say-on-Pay vote on the compensation of our named executive officers. Shareholders may elect to have a Say-on-Pay vote held annually every year, every two years or every three years. As required under SEC rules, this non-binding “Frequency Vote” must be considered by shareholders at least once every six years.

Vote Required

Accordingly, our Board is asking its shareholders to indicate, on an advisory basis, the frequency at which to present shareholders with a Say-on-Pay vote on the compensation of our named executive officers to be either:

Every one (1) year;

Every two (2) years; or

Every three (3) years

This vote on the frequency of shareholder Say-on-Pay votes is advisory, and therefore will not be binding on the Company or our Board. However, we value our shareholders’ opinions and our Board will take into account the outcome of the vote.

In voting on this proposal, shareholders should be aware that you are not voting “for” or “against” our Board recommendation on the frequency of holding advisory Shareholder Say-on-Pay votes. Rather, you are voting on your preferred voting frequency by choosing the option of one year, two years or three years.

Recommendation of the Board

Our Board recommends that shareholders vote, on an advisory basis, the frequency of holding advisory shareholder Say-on-Pay votes on the compensation of the Company’s named executive officers to be everyTHREE years.

2015.

SHAREHOLDER PROPOSALS FOR THE COMPANY’S NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS

In accordance with SEC rules, all proposals of shareholders that are requested to be included in the Company’s Proxy Statement for the General Meetingannual meeting of Shareholdersshareholders for fiscal year 20142015 must be received by the Company no earliernot less than 120 days before the one-year anniversary of the mailing date of the Company’s Proxy Materials last sent to its shareholders.

In accordance with the Company’s amended and restated by-laws, any shareholder proposals to be presented at the GeneralAnnual Meeting of Shareholders for fiscal year 20142015 (including the inclusion of shareholder director nominees) must be given in writing to the Company, along with proof of ownership of our stock in accordance with Rule 14a-8(b)(2), and received at the Company’s principal executive office, located at Suite 700, 10150 – 100 Street NW, Edmonton, Alberta, T5J 0P6, no earlier than the close of business on May 20, 2015, nor later than June 19, 2015, not less than 90April 15, 2016, which is 120 days prior to the one-year anniversary of the August 7, 2014 mailing date of this proxy statement, will be considered timely. Any proposal submitted after June 19, 2015April 15, 2016 will be considered not timely received by the Company. Any such proposal must comply with the rules pursuant to Rule 14a-8 under the Exchange Act and in accordance with the Company’s amended and restated by-laws. Copies of the amended and restated by-laws are available by writing to the Company at the mailing address above or downloading them as previously filed with the SEC on Form 8-K.

OTHER INFORMATIONShareholder proposals must be in writing and should be addressed to the company’s mailing address set forth below. It is recommended that shareholders submitting proposals direct them to our Corporate Secretary and utilize certified mail, return receipt requested in order to provide proof of timely receipt. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements, including conditions set forth in our by-laws and conditions established by the SEC.

OTHER INFORMATION

Mailing Address

The mailing address of our principal executive office is, Suite 700, 10150 – 100 Street, Edmonton, Alberta T5J 0P6, Canada.

Important Notice Regarding the Availability of Proxy Materials

The Notice of Meeting, Proxy Statement, Annual Report on Form 10-K and Proxy Card to shareholders are available atwww.mtrco.com or the direct URL atwww.mtrcoproxy.com/deepwellor ourthe Company website at www.deepwelloil.com.www.deepwelloil.com orwww.DWOG.com.

Multiple Shareholders Who Share the Same Address

We haveThe Company has not adopted a procedure that permits usit to send one envelope with individual copies of ourthe Company’s proxy materials to multiple shareholders who share the same address at this time. Only one Annual Report on Form 10-K, Proxy Statement, or Notice of Internet Availability of Proxy Materials, as applicable, is being delivered to multiply security holders sharing an address unless we have received contrary instructions from one or more of the shareholders.

In the event that a shareholder wishes to receive a separate copy of the Company's 2013 annual report2014 Annual Report on Form 10-K, or any of this year's or future proxy materials or annual reportsAnnual Reports on Form 10-K, the shareholder may request separate copies by calling toll-free 1-888-645-7263 or by sending an email to the Company at info@deepwelloil.com with "Proxy Materials Deep Well Oil & Gas, Inc." in the subject line, or by downloading a copy from our Internet website atwww.deepwelloil.com or www.DWOG.com or by sending a written request to our mailing address at Suite 700, 10150 – 100 Street, Edmonton, Alberta T5J 0P6, Canada. Shareholders sharing an address can request delivery of a single copy of the proxy materials if they are receiving multiple copies of the proxy materials via the same methods. Please note that each shareholder should receive a separate proxy card or Notice of Internet Availability of Proxy Materials, as applicable, to vote the shares they own.

Proxy Solicitation

The Company will bear the cost of solicitation of proxies. Proxies may be solicited by mail or personally by our directors, officers or regular employees, none of whom will receive additional compensation. We haveThe Company has also retained Manhattan Transfer Registrar Company to assist in the solicitation of proxies at an estimated cost of $2,000 plus reasonable expenses. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of shares of common stock, held of record by such persons, and the Company will reimburse them for reasonable out-of-pocket expenses they incur in connection with forwarding the solicitation material.

No director has informed the Company of his opposition to any matter to be acted upon.

QUESTIONS AND ANSWERS ABOUT THE

GENERALANNUAL MEETING OF DEEP WELL OIL & GAS, INC.

Who is soliciting my vote?

Our Board is soliciting your vote at the GeneralAnnual Meeting.

Who may vote?

The Board set July 31, 2014August 7, 2015 as the Record Date for the GeneralAnnual Meeting. You may vote if you owned Deep Well Oil and Gas, Inc. common stock at the close of business on July 31, 2014.August 7, 2015.

What is the purpose of the GeneralAnnual Meeting?

You will be voting on fourtwo proposals:

What are the Board’s recommendations?

The Board recommends a vote:

How many votes do I have?

You will have one vote for each share of common stock you owned at the close of business on the Record Date, provided those shares are either held directly in your name as the Registered Shareholder or were held for you as the Street Shareholder through a broker, bank or other nominee.

Is cumulative voting permitted for the election of directors?

No. You may not cumulate your votes for the election of directors.

Are there dissenters’ rights?

Dissenters' rights are not applicable to any of the matters being voted upon.

What is the difference between a Registered Shareholder (or Shareholder of Record) and a Street Shareholder of the Company’s common stock?

Most of our shareholders hold their shares through a stockbroker, bank or other nominee, rather than directly in their own name. As summarized below, there are some distinctions between shares held as a shareholder of record and those beneficially owned.

Registered Shareholder (or Shareholder of Record)

If your shares of the Company’s common stock are registered directly in your name with our transfer agent, Manhattan Transfer Registrar Company, you are considered with respect to those shares as theRegistered Shareholder, and the Notice of meeting was sent directly to you by our Transfer Agent. As aRegistered Shareholder, you have the right to grant your voting proxy directly to the Company or to vote in person at the GeneralAnnual Meeting. We have enclosed a proxy card with this Proxy Statement for you to use.

Street Shareholders(or Beneficial Owner of shares held in “street name”)

If your shares of the Company’s common stock are held in a stock brokerage account or by a bank or other nominee, you are considered as aStreet Shareholder, and the Notice of meeting was sent from Broadridge to your broker and was then forwarded to you from your broker or nominee who is considered, with respect to those shares, theRegistered Shareholder. As theStreet Shareholder, you have the right to direct your broker or nominee how to vote and are also invited to attend the GeneralAnnual Meeting. However, since you are not theRegistered Shareholder, you may not vote these shares in person at the GeneralAnnual Meeting. Your broker or nominee has enclosed a voting instruction card for you to use in directing the broker or nominee how to vote your shares.

How do I vote?

You may immediately vote your proxy on the Internet. Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 1:11:59 p.m. MT on September 17, 2014.28, 2015. We encourage you to access and review all of the important information contained in our Proxy Materials before voting your shares which are available free of charge from Manhattan Transfer Registrar Company’s website at:www.mtrco.com or the direct URL atwww.mtrcoproxy.com/deepwell or the Company’s website at www.deepwelloil.com.www.deepwelloil.com or www.DWOG.com.

Voting Instructions for Registered Shareholder (or Shareholder of Record)

If your shares of our Company’s common stock are registered directly in your name with our transfer agent, Manhattan Transfer Registrar Company, you are considered with respect to those shares, theRegistered Shareholder, and thisNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL (Notice and Access Card) is being sent directly to you by our Transfer Agent. Please vote your proxy promptly, by mail or on-line via the Internet, or by phone, or vote in person at the GeneralAnnual Meeting as follows:

By Mail:

You may submit your proxy vote by mail by signing and voting on the Proxy Card and mailing it to:

Manhattan Transfer Registrar Company

57 Eastwood Road531 Cardens Court

Miller Place, NY 11764Erie, CO 80516

By voting on-line via the internet:

Vote on-line via the Internet atwww.mtrcoproxy.com/deepwelland follow the instructions provided or go towww.mtrco.com and under “Annual Meeting and Proxy Vote” select “Deep Well Oil & Gas” and follow the instructions provided. You will need your personal identifier located above your name and address on your Notice and Access Card to vote on-line. Please click the Proxy Card (on-line) link. Complete your ballet completely and click on “Submit Proxy Vote”. You can choose to receive an email confirmation that your vote has been received by entering your email address. You may change your vote at any time up until the date of the meeting or by attending the GeneralAnnual Meeting.

By voting by phone:

To cast your proxy vote by phone call (877) 645-8691. Please have your Notice and Access Card available as we will need your personal identifier located above your name on the Notice and Access Card.

In person at the GeneralAnnual Meeting:

If you are aRegistered Shareholderof common stock of our Company (that is, if you are registered on the books of our transfer agent), you may vote your shares in person at the GeneralAnnual Meeting.

Voting Instructions for Street Shareholders(or Beneficial Owner of shares held in “street name”)

If your shares of our Company’s common stock are held in a stock brokerage account or by a bank or other nominee, you are considered theStreet Shareholder, and a differentNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL was sent from Broadridge to your broker, bank or other nominee and was then forwarded to you from your broker, bank or nominee who is considered, with respect to those shares, theRegistered Shareholder. Please mail your proxy promptly, or you may vote on-line via the Internet, or vote in person at the GeneralAnnual Meeting as follows:

By Mail:

Follow the instructions on the Notice you received from Broadridge. You can vote by mail by requesting a paper copy of the Proxy Materials, which will include a voting instruction form.

By voting on-line via the Internet:

Vote on-line via the Internet atwww.proxyvote.comand following the instructions on the Broadridge Notice of meeting you received in the mail. You will require the information printed on the Notice you received from Broadridge to vote over the Internet.

In person at the GeneralAnnual Meeting:

Since aStreet Shareholder is not theRegistered Shareholder, you may not vote your shares in person at the GeneralAnnual Meeting unless you obtain a “legal proxy” giving you the right to vote the shares at the General Meeting. If aStreet Shareholderwishes to vote in person at the GeneralAnnual Meeting, he/she must follow the instructions atwww.proxyvote.com and request a “legal proxy”.

For Assistance on Voting Instructions –

Please call our transfer agent at (877) 645-8691

Can I change or revoke my vote after I return my proxy card?

If you are aRegistered Shareholder, you may change your vote or revoke your proxy at any time before your shares are voted at the GeneralAnnual Meeting by:

If you revoke your proxy in writing, you must indicate the certificate number and the number of shares to which such revocation relates and the aggregate number of shares represented by such certificate(s). The written notification revoking your proxy or a later-dated signed proxy card changing your vote must arrive before the annual meeting takes place in order to be acknowledged and reflected in the vote.

If you are aStreet Shareholder of the Company’s common stock and you instructed a broker or other nominee to vote your shares, you must follow your broker’s directions for changing those instructions.

Who can attend the GeneralAnnual Meeting?

All shareholders as of the Record Date, or their duly appointed proxies, may attend.

What do I need to bring to the GeneralAnnual Meeting and when should I arrive?

In order to be admitted to the GeneralAnnual Meeting, a shareholder must present proof of ownership of our common stock on the Record Date. If your shares are held in the name of a bank, broker or other holder of record, a brokerage statement or letter from a bank or broker is an example of proof of ownership. Any holder of a proxy from a shareholder must present the proxy card, properly executed, to be admitted. Shareholders and proxy holders must also present a form of photo identification such as a driver’s license or passport.

How many votes can be cast by all shareholders?

Each share of our common stock is entitled to one vote. There is no cumulative voting. We had 229,326,987229,374,605 shares of common stock outstanding and entitled to vote on the Record Date.

How many votes must be present to hold the GeneralAnnual Meeting?

Under our amended and restated by-laws, a majority of the outstanding shares of our common stock as of the Record Date must be present in person or represented by proxy, constituting a quorum. If you vote by returning your proxy card, you will be considered part of the quorum. The inspector of election will treat shares represented by a properly executed proxy as present at the meeting. Abstentions and broker non-votes will be counted for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares for aStreet Shareholder submits a proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power for that item and has not received instructions from theStreet Shareholder.

How can I obtain a copy of the Proxy Materials?

Shareholders may obtain all Proxy Materials without charge by contacting Deep Well Oil & Gas, Inc. at 780-409-8144 or you may download a copy of our Proxy Materials from our website at www.deepwelloil.com. www.deepwelloil.com or www.DWOG.com.

WHO CAN HELP ANSWER YOUR QUESTIONS

If you have any questions about any of the proposals to be presented at the GeneralAnnual Meeting or how to vote, or if you need additional copies of this Proxy Statement or voting instructions, you should contact our Corporate Secretary, Mr. Curtis Sparrow:

Deep Well Oil & Gas, Inc.

Suite 700, 10150 – 100 Street

Edmonton, Alberta T5J 0P6

www.deepwelloil.com or www.DWOG.com

Email: info@deepwelloil.com

Telephone: 780-409-8144

Attention: Mr. Curtis Sparrow

DEEP WELL OIL & GAS, INC.

Annual General Meeting of Shareholders

September 17, 201429, 2015

PROXY CARD

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned Shareholder hereby acknowledges receipt of the Notice of Meeting and Proxy Statement of Deep Well Oil & Gas, Inc. in connection with our Annual General Meeting of Shareholders to be held on September 17, 2014.29, 2015. The undersigned also hereby cast(s), as indicated below, all of the votes to which entitled as Shareholder(s) at the close of business on July 31, 2014,August 7, 2015, or the undersigned hereby appoints Dr. Horst A. Schmid and Mr. Curtis Sparrow or instead of either of them ____________________________________________ with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote all the shares of Deep Well Oil & Gas, Inc. common stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual General Meeting of Shareholders of the Company to be held September 17, 201429, 2015 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting.

The Board of Directors recommends that you voteFOR items 1 2 and 3.2.

Nominees for term ending upon the next Annual General Meeting of Shareholders:

(Mark only one box)

☐   FORall nominees listed above.

☐FOR,except vote withheld from the following Nominee(s): or

☐   WITHHELDfrom all nominees.

(Mark only one box)        FOR ☐        AGAINST ☐        ABSTAIN ☐

(Mark only one box)                   FOR ☐                   AGAINST ☐                   ABSTAIN ☐

The Board of Directors recommends that you vote3 YEARSon item 4.

(Mark only one box)        1 YEAR ���        2 YEARS ☐        3 YEARS ☐        ABSTAIN ☐ 

APPENDIX “A”

THE COMPANY NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

IMPORTANT SHAREHOLDER MEETING INFORMATION

DEEP WELL OIL & GAS, INC.

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

Telephone: (780) 409-8144 Fax: (780) 409-8146

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF DEEP WELL OIL & GAS, INC., A NEVADA CORPORATION (THE “COMPANY”), TO BE HELD ON SEPTEMBER 17, 2014.29, 2015.

NOTICE IS HEREBY GIVEN THAT AAN ANNUAL GENERAL MEETING OF THE SHAREHOLDERS (the “General“Annual Meeting”) of the Company, is to be held on Wednesday, September 17, 201429, 2015 at 2:00 p.m., Mountain Time (“MT”), at the Westin Hotel, in the ChancellorLeduc Room located at 10135 - 100 Street NW, Edmonton, Alberta, T5J 0N7, Canada. You may obtain directions to the GeneralAnnual Meeting by calling toll free 1-888-645-7263.

THIS IS NOT A FORM FOR VOTING

This communication is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information and are available to you on the Internet. The U.S. Securities and Exchange Commission rules permit us to make our Proxy Materials available to our shareholders via the Internet. We encourage you to access and review the Proxy Materials before voting. The Proxy Materials (Notice of Meeting, Proxy Statement, Annual Report on Form 10-K and Proxy Card) are available to download for free atwww.mtrco.com or the direct URL atwww.mtrcoproxy.com/deepwell or on the Company’s website at www.deepwelloil.com.www.deepwelloil.com.

If you want to receive a paper copy or an email of the Proxy Materials for this GeneralAnnual Meeting and all future meetings, you must request a copy by either calling toll free 1-888-645-7263, or emailinginfo@deepwelloil.com or downloading a copy atwww.mtrco.comor the direct URL atwww.mtrcoproxy.com/deepwell or www.deepwelloil.com.www.deepwelloil.com. There is no charge to you for requesting a copy. Please make your request for a copy as instructed in this notice on or before September 3, 20141, 2015 to facilitate timely delivery. You will not otherwise receive a paper or email copy of these documents.

Matters intended to be acted upon at the GeneralAnnual Meeting of Shareholders

The Board of Directors of the Company recommends that you vote FOR the following proposals:

The Board of Directors of the Company recommends that you vote FOR every “three years” for the following proposal:

HOW TO VOTE

You may immediately vote your proxy on the Internet. Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 1:11:59 p.m. MT on September 17, 2014.28, 2015. We encourage you to access and review all of the important information contained in our Proxy Materials before voting your shares which are available free of charge from Manhattan Transfer Registrar Company’s website at:www.mtrco.comor the direct URL atwww.mtrcoproxy.com/deepwell or the Company’s website at www.deepwelloil.com.

www.deepwelloil.com.

Voting Instructions for Registered Shareholder (or Shareholder of Record)

If your shares of our Company’s common stock are registered directly in your name with our transfer agent, Manhattan Transfer Registrar Company, you are considered with respect to those shares, theRegistered Shareholder, and thisNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL (Notice and Access Card) is being sent directly to you by our Transfer Agent. Please vote promptly, by mail, or on-line via the Internet, or by phone, or vote in person at the GeneralAnnual Meeting as follows:

By Mail:

You may submit your proxy vote by mail by signing and voting on the Proxy Card and mailing it to:

Manhattan Transfer Registrar Company

57 Eastwood Road531 Cardens Court

Miller Place, NY 11764Erie, CO 80516

By voting on-line via the internet:

Vote on-line via the Internet atwww.mtrcoproxy.com/deepwell and follow the instructions provided or go towww.mtrco.comand under “Annual Meeting and Proxy Vote” select “Deep Well Oil & Gas” and follow the instructions provided. You will need your personal identifier located above your name and address on your Notice and Access Card to vote on-line. Please click the Proxy Card (on-line) link. Complete your ballet completely and click on “Submit Proxy Vote”. You can choose to receive an email confirmation that your vote has been received by entering your email address. You may change your vote at any time up until the date of the meeting or by attending the GeneralAnnual Meeting.

By voting by phone:

To cast your proxy vote by phone call (877) 645-8691. Please have your Notice and Access Card available as we will need your personal identifier located above your name on the Notice and Access Card.

In person at the GeneralAnnual Meeting:

If you are aRegistered Shareholderof common stock of our Company (that is, if you are registered on the books of our transfer agent), you may vote your shares in person at the GeneralAnnual Meeting.

Voting Instructions for Street Shareholders(or Beneficial Owner of shares held in “street name”)

If your shares of our Company’s common stock are held in a stock brokerage account or by a bank or other nominee, you are considered theStreet Shareholder, and a differentNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL was sent from Broadridge to your broker, bank or other nominee and was then forwarded to you from your broker, bank or nominee who is considered, with respect to those shares, theRegistered Shareholder. Please mail your proxy promptly, or you may vote on-line via the Internet, or vote in person at the GeneralAnnual Meeting as follows:

By Mail:

Follow the instructions on the Notice you received from Broadridge. You can vote by mail by requesting a paper copy of the Proxy Materials, which will include a voting instruction form.

By voting on-line via the Internet:

Vote on-line via the Internet atwww.proxyvote.com and following the instructions on the Broadridge Notice of meeting you received in the mail. You will require the information printed on the Notice you received from Broadridge to vote over the Internet.

In person at the GeneralAnnual Meeting:

Since aStreet Shareholder is not theRegistered Shareholder, you may not vote your shares in person at the GeneralAnnual Meeting unless you obtain a “legal proxy” giving you the right to vote the shares at the GeneralAnnual Meeting. If aStreet Shareholderwishes to vote in person at the GeneralAnnual Meeting, he/she must follow the instructions atwww.proxyvote.com and request a “legal proxy”.

For Assistance on Voting Instructions -Please call - (877) 645-8691

APPENDIX “B”

BROADRIDGE SAMPLE OF NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

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