DeeThree Exploration Announces Filing of Preliminary Prospectus for $115 Million Offering

CALGARY, ALBERTA--(Marketwire - Feb. 24, 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 further to its press release dated February 17, 2011, it has filed a preliminary short form prospectus in connection with a public offering (the "Offering") of 3,000,000 common shares on a "flow-through" basis under the Income Tax Act (Canada) at $5.15 per share and 23,300,000 subscription receipts ("Subscription Receipts") at $4.30 per Subscription Receipt for gross proceeds of approximately $115,640,000. The Offering is co-led by Macquarie Capital Markets Canada Ltd. and Casimir Capital Ltd. and includes 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. The Corporation has granted the underwriters a 15% over-allotment option (the "Option") to purchase, on the same terms, up to an additional 3,495,000 Subscription Receipts for additional gross proceeds of up to $15,028,500 if the Option is exercised in full. Closing of the Offering is anticipated to occur on or before March 11, 2011, and is subject to the receipt of applicable regulatory approvals, including approval of the Toronto Stock Exchange.

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 - 5^th 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. 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.