DeeThree Exploration Ltd.
TSX : DTX
OTCQX : DTHRF

DeeThree Exploration Ltd.
Boulder Energy Ltd.

Boulder Energy Ltd.

May 15, 2015 18:55 ET

DeeThree Announces Completion of Corporate Reorganization

CALGARY, ALBERTA--(Marketwired - May 15, 2015) - DEETHREE EXPLORATION LTD. ("DeeThree") (TSX:DTX)(OTCQX:DTHRF) and BOULDER ENERGY LTD. ("Boulder") are pleased to announce the completion of the reorganization of DeeThree into two, oil-focused and independent, publicly traded energy companies pursuant to a plan of arrangement (the "Reorganization"). The name of DeeThree was changed to "Granite Oil Corp." ("Granite") concurrently with the completion of the Reorganization.

Under the Reorganization, DeeThree's assets were divided between Granite and Boulder. Granite retained the Bakken properties located in the Lethbridge area of southern Alberta, and Boulder acquired DeeThree's Brazeau Belly River properties located in west central Alberta and those properties located in the Peace River Arch area of northern Alberta.

Each of Granite and Boulder are wholly-owned by DeeThree's shareholders on a pro rata basis with reference to the number of DeeThree common shares held prior to the Reorganization, with DeeThree shareholders receiving one third (0.3333) of one Granite common share and one half (0.5) of one Boulder common share for every DeeThree common share held prior to the Reorganization. There are now 30,341,693 Granite common shares and 45,517,092 Boulder common shares issued and outstanding.

The management teams and Boards of Directors of Granite and Boulder are as announced by DeeThree on April 7, 2015.

Trading

It is expected that trading in DeeThree common shares on the Toronto Stock Exchange ("TSX") will resume under the new name of Granite Oil Corp. on or about May 21, 2015 under the ticker symbol "GXO". Trading in DeeThree common shares on the TSX will continue in the normal course until that time.

The TSX has conditionally approved the listing of the Boulder common shares. It is expected the Boulder common shares will commence trading on the TSX on or about May 21, 2015 under the ticker symbol "BXO".

Credit Facilities

In connection with the completion of the Reorganization, each of Granite and Boulder obtained new credit facilities from syndicates of lenders. The Granite credit facility has an authorized borrowing base of $115 million consisting of a $95 million revolving demand credit facility and a $20 million revolving demand operating facility. The Boulder credit facility has an authorized borrowing base of $175 million consisting of a $155 million extendible revolving credit facility and a $20 million extendible revolving operating facility. The related credit agreements contain customary representations, warranties, covenants and events of default for these types of credit facility.

The amounts of $42.5 million and $130 million have been drawn down under the Granite credit facility and the Boulder credit facility respectively to repay the obligations of DeeThree under its credit facility. As a result, obligations of DeeThree under its prior credit facility have been fully repaid and settled.

Additional Information Regarding the Reorganization

For additional information and further discussion regarding the Reorganization, Boulder and Granite, please see DeeThree's information circular dated effective April 9, 2015, a copy of which is available for review at www.deethree.ca and on DeeThree's SEDAR profile at www.sedar.com.

Financial Advisors and Counsel

Cormark Securities Inc., Macquarie Capital Markets Canada Ltd. and Raymond James Ltd. are acting as financial advisors to DeeThree with respect to the Reorganization. DLA Piper (Canada) LLP acted as legal advisor.

Reader Advisory

This joint news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities laws. The use of any of the words "expect", "potential", "target", "anticipate", "continue", "estimate", "objective", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward-looking statements and information concerning the date on which the Granite common shares and Boulder common shares are expected to begin trading on the TSX. In respect of the forward-looking statements, Granite and Boulder have provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of Granite and Boulder to receive, in a timely manner, the necessary regulatory approvals. This may change for a number of reasons, including the inability of either of Granite or Boulder to secure approvals in the time assumed. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this joint news release concerning these times. The forward-looking statements and information contained in this news release are made as of the date hereof and neither of Boulder or Granite undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws.

Contact Information

  • Granite Oil Corp.
    Michael Kabanuk
    Chief Executive Officer
    (403) 984-6335
    www.deethree.ca

    Boulder Energy Ltd.
    Martin Cheyne
    Chief Executive Officer
    (403) 263-9130