DeeThree Exploration Ltd.
TSX VENTURE : DTX

DeeThree Exploration Ltd.

February 10, 2010 09:00 ET

DeeThree Exploration Announces Filing of Preliminary Prospectus for $10,210,000 Bought Deal Offering

CALGARY, ALBERTA--(Marketwire - Feb. 10, 2010) -

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

DeeThree Exploration Ltd. ("DeeThree" or the "Corporation") (TSX VENTURE:DTX) is pleased to announce that it has filed a preliminary short form prospectus in connection with a public offering of 3,000,000 common shares of the Corporation at the price of $2.40 per common share for gross proceeds of $7,200,000 and 1,075,000 common shares issued on a "flow-through" basis under the Income Tax Act (Canada) at the price of $2.80 per flow-through share for gross proceeds of $3,010,000, representing aggregate gross proceeds of $10,210,000 (the "Offering"). The Offering is led by Dundee Securities Corporation, and includes a syndicate of underwriters consisting of Clarus Securities Inc. and D & D Securities Company (collectively, the "Underwriters") pursuant to an underwriting agreement dated effective February 4, 2010.

DeeThree also granted the Underwriters an over-allotment option to purchase, on the same terms, up to an additional 450,000 common shares and 161,250 flow-through shares for additional aggregate gross proceeds of up to $1,531,500. This option is exercisable, in whole or in part, by the Underwriters at any time, from time to time, up to 30 days after closing of the Offering. The maximum gross proceeds that may be raised under the Offering is $11,741,500 should this option be exercised in full. The Offering is being made in all provinces of Canada, other than Quebec. Closing of the Offering is expected to occur on or about March 4, 2010, and is subject to customary regulatory approvals.

The proceeds of the Offering will be used to fund DeeThree's ongoing exploration and development activities and for general corporate purposes.

A preliminary prospectus containing important information relating to the Offering has been filed with the securities commissions or similar authorities in each province of Canada, except Quebec. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from Ms. Gail Hannon, the Chief Financial Officer of the Corporation, at Suite 700, 520 - 5th Avenue S.W., Calgary, Alberta T2P 3R7, telephone (403) 263-3361, and is also available electronically at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the (final) prospectus has been issued.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained herein constitute forward-looking statements, including statements concerning the anticipated closing date of the Offering and the anticipated use of proceeds. 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 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.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirement. This media release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

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