UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Expires: June 30, 2012
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   x None Entity Type
0001487519
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  DeeThree Exploration Ltd.
Jurisdiction of Incorporation/Organization
ALBERTA, CANADA
 
Year of Incorporation/Organization
  o Over Five Years Ago
  x Within Last Five Years (Specify Year) 2007
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
  DeeThree Exploration Ltd.  
Street Address 1 Street Address 2
  700, 520-5TH AVENUE SW  
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
  CALGARY   ALBERTA, CANADA   T2P 3R7   (403) 263-3361  



3. Related Persons
Last Name First Name Middle Name
Nerland Dennis Leroy
Street Address 1 Street Address 2
420 Superior Avenue SW
City State/Province/Country ZIP/Postal Code
Calgary ALBERTA, CANADA T3C 2J4
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Cheyne Martin J.
Street Address 1 Street Address 2
Box 15, Site 3 RR#9
City State/Province/Country ZIP/Postal Code
Calgary ALBERTA, CANADA T2J 5G5
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Kabanuk Mike
Street Address 1 Street Address 2
112 Bow Meadows Drive
City State/Province/Country ZIP/Postal Code
Cochrane ALBERTA, CANADA T4C 1N3
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Porter Bradley
Street Address 1 Street Address 2
Box 22, Site 8, RR2
City State/Province/Country ZIP/Postal Code
Okotoks ALBERTA, CANADA T1S 1A2
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
 
Last Name First Name Middle Name
Carrigy Brendan
Street Address 1 Street Address 2
2480 Richard Place
City State/Province/Country ZIP/Postal Code
Nanoose Bay BRITISH COLUMBIA, CANADA V9P 9K3
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Hamm Henry
Street Address 1 Street Address 2
Box 351
City State/Province/Country ZIP/Postal Code
Grand Prairie ALBERTA, CANADA T8V 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Hannon Gail
Street Address 1 Street Address 2
700, 520 5th Avenue S.W.
City State/Province/Country ZIP/Postal Code
Calgary ALBERTA, CANADA T2P 3R7
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
   
 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance o Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  x Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
x Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506
o Rule 504 (b)(1)(ii) o Securities Act Section 4(6)
o Rule 504 (b)(1)(iii) o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale   2011-03-11 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities o Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o Other (describe)
   


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
 
Clarification of Response (if Necessary)  
   

11. Minimum Investment
Minimum investment accepted from any outside investor $   0   USD

12. Sales Compensation
Recipient Recipient CRD Number o None
  Macquarie Capital Markets   38108
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  Brookfield Place, 181 Bay Street   Suite 3100
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5J 2T3
State(s) of Solicitation o All States o Foreign/Non-US
  ILLINOIS
  WISCONSIN
 
Recipient Recipient CRD Number o None
  Macquarie Capital Markets   38108
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number o None
  Casimir Capital L.P.   105061
Street Address 1 Street Address 2
  546 Fifth Avenue   5th Floor
City State/Province/Country ZIP/Postal Code
  New York   NEW YORK   10036
State(s) of Solicitation o All States o Foreign/Non-US
  ILLINOIS
  WISCONSIN
 
Recipient Recipient CRD Number o None
  Macquarie Capital Markets   38108
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number o None
  Cormark Securities (USA) Limited   101000
Street Address 1 Street Address 2
  Royal Bank Plaza South Tower   Suite 2800
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5J 2J2
State(s) of Solicitation o All States o Foreign/Non-US
  ILLINOIS
  WISCONSIN
 
 
Recipient Recipient CRD Number o None
  Macquarie Capital Markets   38108
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number o None
  Dundee Securities Inc.   39759
Street Address 1 Street Address 2
  1 Adelaide Street East   Suite 2000
City State/Province/Country ZIP/Postal Code
  Toronto   ONTARIO, CANADA   M5C 2V9
State(s) of Solicitation o All States o Foreign/Non-US
  ILLINOIS
  WISCONSIN
 
Recipient Recipient CRD Number o None
  Macquarie Capital Markets   38108
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number o None
  CIBC World Markets Corp.   630
Street Address 1 Street Address 2
  425 Lexington Avenue    
City State/Province/Country ZIP/Postal Code
  New York   NEW YORK   10017
State(s) of Solicitation o All States o Foreign/Non-US
  ILLINOIS
  WISCONSIN
 
Recipient Recipient CRD Number o None
  Macquarie Capital Markets   38108
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number o None
  Raymond James (USA) Ltd.   25853
Street Address 1 Street Address 2
  925 West Georgia Street - 2200    
City State/Province/Country ZIP/Postal Code
  Vancouver   BRITISH COLUMBIA, CANADA   V6C 3L2
State(s) of Solicitation o All States o Foreign/Non-US
  ILLINOIS
  WISCONSIN
 
 
Recipient Recipient CRD Number o None
  Macquarie Capital Markets   38108
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number o None
  Dominick $ Dominick   7344
Street Address 1 Street Address 2
  150 East 52nd Street    
City State/Province/Country ZIP/Postal Code
  New York   NEW YORK   10022
State(s) of Solicitation o All States o Foreign/Non-US
  ILLINOIS
  WISCONSIN
 
Recipient Recipient CRD Number o None
  Macquarie Capital Markets   38108
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number o None
  Emerging Growth Equities, Ltd.   47040
Street Address 1 Street Address 2
  1150 First Avenue   Park View Tower, Suite 600
City State/Province/Country ZIP/Postal Code
  King of Prussia   PENNSYLVANIA   19406-2816
State(s) of Solicitation o All States o Foreign/Non-US
  ILLINOIS
  WISCONSIN
 
 



13. Offering and Sales Amounts
Total Offering Amount $   9344048   USD o Indefinite
Total Amount Sold $   9344048   USD  
Total Remaining to be Sold $   0   USD o Indefinite
 
Clarification of Response (if Necessary)
  Subscription Receipts for Common Shares


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 5


15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $   564989   USD o Estimate
Finders' Fees $   0   USD o Estimate
 
Clarification of Response (if Necessary)
  Approximately $0.26 per Subscription Receipt


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $   0   USD o Estimate
 
Clarification of Response (if Necessary)
   

Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission  
  In submitting this notice, each Issuer named above is:  
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
 
  Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
  For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
DeeThree Exploration Ltd. /s/ Gail Hannon Gail Hannon Chief Financial Officer 2011-03-23

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