DeeThree Exploration Ltd. (DTHRF: OTC Link) | DeeThree Exploration Announces $15 Million Bought Deal


DeeThree Exploration Announces $15 Million Bought Deal

Mar 02, 2012

OTC Disclosure News Service

Calgary, ALB, Canada –




March 2, 2012


DeeThree Exploration Announces $15 Million Bought Deal


Calgary, Alberta – DeeThree Exploration Ltd. (TSX: DTX; OTCQX: DTHRF) (the “Company” or “DeeThree”), is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Dundee Securities Ltd., and including Casimir Capital Ltd., Cormark Securities Inc., Macquarie Capital Markets Canada Ltd., Stifel Nicolaus Canada Inc., and NCP Northland Capital Partners Inc. (collectively, the “Underwriters”), to purchase 3,334,000 common shares of the Company issued on a “flow-through” basis under the Income Tax Act (Canada) (the “Flow-Through Shares”) at a price of $4.50 per Flow-Through Share for gross proceeds of $15,003,000 on a bought deal basis (the “Offering”).


The Company has also granted the Underwriters an over-allotment option to increase the size of the Offering by up to an additional 15% of the Offering, such option being exercisable in whole or in part at any time prior to 30 days after the closing of the Offering.


The gross proceeds from the Flow-Through Shares will be used for Canadian Exploration Expenses (within the meaning of the Income Tax Act (Canada)), with the Issuer using its best efforts to ensure that an amount equal to such proceeds will be used to incur Canadian Exploration Expenses for purposes of the Income Tax Act (Canada)), related to the Issuer’s exploration projects. The Issuer will renounce such Canadian Exploration Expenses with an effective date of no later than December 31, 2012.


Closing of the Offering is anticipated to occur on or about March 27, 2012 (the “Closing Date”) and is subject to the receipt of applicable regulatory approvals, including approval of the Toronto Stock Exchange.


The Flow-Through Shares will be offered in all provinces of Canada (excluding Quebec) by way of a short form prospectus.


Reader Advisory

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.




DeeThree Exploration Ltd.

Martin Cheyne

President and Chief Executive Officer

(403) 263-9130

The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.

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