CALGARY, ALBERTA--(Marketwire - Sept. 27, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
DeeThree Exploration Ltd. (TSX:DTX)(OTCQX:DTHRF) (the "Company" or "DeeThree"), is pleased to announce that it has entered into an agreement, on a bought deal basis, with a syndicate of underwriters co-led by Macquarie Capital Markets Canada Ltd., Cormark Securities Inc. and Dundee Securities Ltd., and including Casimir Capital Ltd., Stifel Nicolaus Canada Inc. and Raymond James Ltd. (collectively, the "Underwriters"), to purchase 2,730,000 common shares of the Company (the "Common Shares") at a price of $5.50 per Common Share and 770,000 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 $6.50 per Flow-Through Share for aggregate gross proceeds of $20,020,000 (the "Offering").
The Company has also granted the Underwriters an over-allotment option to increase the size of the Offering by purchasing from treasury up to an additional 409,500 Common Shares, on the same terms, exercisable in whole or in part at any time prior to 30 days after the closing of the Offering.
The gross proceeds from the Common Shares will be used to fund ongoing capital expenditures and for general corporate purposes. 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 Company 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 Company's exploration projects. The Company 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 October 18, 2012 (the "Closing Date") and is subject to the receipt of applicable regulatory approvals, including approval of the Toronto Stock Exchange.
The Common Shares and Flow Through Shares will be offered in each of the provinces of Canada other than Québec by way of a short form prospectus. The Common Shares will also be offered for sale in the United States on a private placement basis pursuant to exemptions from the registration requirements pursuant to Rule 144A and/or Regulation D of the United States Securities Act of 1933, as amended, in a manner that does not require the Common Shares to be registered in the United States and internationally, pursuant to applicable securities laws.
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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.