Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On May 11, 2020, Mr. David Roff, a member of the Board of Directors Deep Well
Oil & Gas, Inc. (the "Corporation") submitted his notice of resignation to the
Corporation. Mr. Roff did not advise the Corporation of any disagreement with
the Corporation on any matter relating to the Corporation's operations,
policies, or practices. On May 11, 2020, the Corporation acknowledged and
accepted Mr. Roff's resignation.
Item 8.01 Other Events
On March 11, 2020, the World Health Organization assessed and characterized the
novel coronavirus disease ("COVID-19) as a pandemic. In an effort to contain and
mitigate the spread of COVID-19, many countries, including the Canada and the
United States, have imposed unprecedented, but not limited to, restrictions on
travel, social gathering, and business closures.
To help stop the spread of COVID-19 and to minimize the exposure risk of the
Corporation's employees and executive officers the Corporation has been strictly
following the recommendations of the Alberta health authority which include the
mandatory requirements regarding social distancing by implementing a work from
home strategy. Working from home has had several disadvantages that has
adversely affected the efficiency of the Corporation's preparation and
completion of its consolidated financial statements resulting in delays caused
by limited access to physical files, obtaining required signatures remotely, and
setting up accounting and computer systems for employees to work from home. As a
result of these delays, caused by the COVID-19 outbreak, the Corporation is
filing this Current Report on Form 8-K for the purpose of applying for an
extension to file its Quarterly Report on Form 10-Q for the period ending March
31, 2020, originally due to be filed on May 15, 2020, under an order issued by
the Securities and Exchange Commission (the "SEC") on March 25, 2020 Release No.
34-88465 (which extended and superseded a prior order issued on March 4, 2020
Release No. 34-88318) pursuant to Section 36 of the Securities Exchange Act of
1934, as amended (the "Order"), regarding exemptions granted to certain public
companies to extend its filing deadline by 45-days.
The Corporation continues to dedicate significant resources to the preparation
of its consolidated financial statements for the period ending March 31, 2020.
Under the Order the Corporation currently anticipates filing its Quarterly
Report on Form 10-Q and its related XBRL documents for the period ending March
31, 2020 on or before the extended 45-day deadline of June 29, 2020.
In addition, the Corporation is supplementing the risk factors previously
disclosed in the Corporation's Annual Report on Form 10-K for the year ended
September 30, 2019 and its subsequent Quarterly Reports on Form 10-Q, with the
following risk factor:
The outbreak of health epidemics and pandemics, including COVID-19, could
adversely affect our business, financial condition, and results of operations.
Health epidemics and pandemics could and have spread across the globe and could
and have impacted worldwide economic activity, including the global demand for
oil, natural gas and the price for heavy oil. Health epidemics and pandemics,
including the COVID-19, can cause certain risks in which we or our employees,
contractors, suppliers, customers and joint venture partners may be prevented
from conducting business activities for an indefinite period of time, due to
restrictions that may be requested or mandated by governmental authorities,
which include quarantines that restrict or prohibit employees from going to
work. The ongoing spread of COVID-19 and mitigation measures to prevent its
spread, along with a decline in oil prices, could have a material adverse effect
on our business, financial condition, results of operations and our ability to
raise funds.
For a full description of risks and uncertainties, see the sections entitled
"Risk Factors" and "Environmental Laws and Regulations" of our Annual Report on
Form 10-K for the fiscal year ended September 30, 2019 filed with the SEC and
the ASC on SEDAR on January 13, 2020. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, believed, estimated
or expected. Any forward-looking statement speaks only as of the date on which
it was made and, except as required by law, the Corporation disclaims any
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise. However, any further
disclosures made on related subjects in subsequent reports on Forms 10-K, 10-Q,
8-K and any other SEC filing or amendments thereto should be consulted.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
DEEP WELL OIL & GAS, INC.
Date: May 14, 2020 By: /s/ Curtis Sparrow
Mr. Curtis J. Sparrow, P.Eng., MBA
Chief Financial Officer and Corporate
Secretary
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