DeeThree Exploration Ltd.
TSX : DTX

DeeThree Exploration Ltd.

March 11, 2011 08:51 ET

DeeThree Exploration Announces Completion of $130 Million Offering

CALGARY, ALBERTA--(Marketwire - March 11, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

DeeThree Exploration Ltd. ("DeeThree" or the "Corporation") (TSX:DTX) is pleased to announce that it has completed its previously announced short form prospectus offering (the "Offering"), raising gross proceeds of $130,668,500.

The Offering was co-led by Macquarie Capital Markets Canada Ltd. and Casimir Capital Ltd. and included a syndicate of underwriters consisting of CIBC World Markets Inc., Cormark Securities Inc., Dundee Securities Ltd., Raymond James Ltd., Desjardins Securities Inc., D & D Securities Inc. and Emerging Equities Inc. (collectively, the "Underwriters"). A total of 3,000,000 common shares were issued on a "flow-through" basis (the "Flow-Through Shares") under the Income Tax Act (Canada) for gross proceeds of $15,450,000 and a total of 26,795,000 subscription receipts (the "Subscription Receipts') were issued for gross proceeds of $115,218,500. This included 3,495,000 Subscription Receipts issued pursuant to the full over-allotment option being exercised by the Underwriters.

The gross proceeds from the sale of the Subscription Receipts will be held in escrow pending the completion of the previously announced acquisition of certain oil and gas assets from Fairborne Energy Ltd. and Fairborne Pivotal Production Partnership ("the Fairborne Asset Purchase"). If the Fairborne Asset Purchase is completed on or before April 15, 2011 (the "Deadline"), the proceeds will be released to DeeThree and each Subscription Receipt will be exchanged for one common share of DeeThree for no additional consideration. If the Fairborne Asset Purchase is not completed on or before April 15, 2011 or the Fairborne Asset Purchase is terminated at an earlier time, holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipt and their pro rata share of interest earned thereon. Closing of the Fairborne Asset Purchase is expected to occur on or about March 22, 2011.

The Corporation will use the net proceeds of the Subscription Receipt Offering to partially fund the Fairborne Asset Purchase, as announced in the press release of the Corporation dated February 17, 2011 and as described in the final short form prospectus of the Corporation dated March 4, 2011 and the proceeds of the Flow-Through Share Offering will be used to fund ongoing exploration activities on its Lethbridge properties as well as the properties to be acquired from Fairborne Energy Ltd. and Fairborne Pivotal Production Partnership.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained herein constitute forward-looking statements, including statements concerning the anticipated closing date of the Fairborne Asset Purchase, the exchange of common shares for Subscription Receipts, and the expected use of net proceeds of the Offering. We believe the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included herein should not be unduly relied upon. Closing of the Fairborne Asset Purchase could be delayed if DeeThree cannot obtain necessary regulatory approvals within anticipated timelines and will not be completed unless certain conditions customary for transactions of this kind are satisfied. The forward-looking statements included in this press release are made as of the date of this press release and DeeThree disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

Contact Information

  • DeeThree Exploration Ltd.
    Martin Cheyne
    President and Chief Executive Officer
    (403) 263-9130