Diaz Resources Ltd.
TSX VENTURE : DZR

Diaz Resources Ltd.

November 26, 2012 11:00 ET

Diaz Announces Mailing of Information Circular in Connection With Proposed Share Consolidation and Conversion of Debt to Equity

CALGARY, ALBERTA--(Marketwire - Nov. 26, 2012) - Diaz Resources Ltd. (TSX VENTURE:DZR) (the "Company" or "Diaz") today announced that it has mailed to shareholders and debentureholders of record as of the close of business on November 9, 2012, a management information circular (the "Information Circular") and related materials in connection with the special meeting (the "Special Meeting") of the holders of its common shares and debentures to be held on December 14, 2012 to consider and, if deemed advisable, approve Diaz's previously announced capital reorganization pursuant to which: (i) Diaz's common shares ("Pre-Consolidation Shares") will be consolidated on the basis of 25 Pre-Consolidation Shares for one new post-consolidation common share ("New Diaz Share"); (ii) the outstanding 10.5% convertible unsecured subordinated debentures ("Unsecured Debentures") of Diaz will be converted into New Diaz Shares at a conversion rate of one New Diaz Share for every $0.477 principal amount of Unsecured Debentures; (iii) the outstanding 10.5% convertible secured subordinated debentures ("Secured Debentures") of Diaz will be converted into New Diaz Shares at a conversion rate of one New Diaz Share for every $0.105 principal amount of Secured Debentures; and (iv) all accrued and unpaid interest on the Unsecured Debentures and Secured Debentures will be cancelled without any further payment or consideration (the "Share and Debt Reorganization").

The proposed Share and Debt Reorganization requires the approval of at least two-thirds of the votes cast by Diaz shareholders, holders of Unsecured Debentures and holders of Secured Debentures at the Special Meeting, each voting as a separate class, as well as the approval of a majority of the votes cast by Diaz shareholders after excluding the votes of the related parties required to be withheld in determining minority approval in accordance with applicable securities laws. The Share and Debt Reorganization is also subject to customary stock exchange and court approvals.

For further details and information with respect to the Share and Debt Reorganization, please see the Information Circular which is available on SEDAR at www.sedar.com. Assuming that all approvals are obtained and that all other conditions precedent are satisfied, closing of the Share and Debt Reorganization is expected to occur as soon as possible following the Special Meeting.

Diaz is an oil and gas exploration and production company based in Calgary, Alberta. Diaz's current focus is on oil development and exploration in Alberta and Saskatchewan.

ADVISORY: Certain information provided in this press release constitutes forward-looking statements. The words "anticipate", "expect", "project", "estimate", "forecast", "plan", "believe" and similar expressions are intended to identify such forward-looking statements. This press release contains forward-looking statements pertaining to, without limitation: the proposed terms of the Share and Debt Reorganization; and the proposed timing for holding the Special Meeting and for closing the Share and Debt Reorganization. We have made various assumptions relating to the forward-looking statements contained herein, including in respect of our ability to obtain all requisite approvals and otherwise satisfy the conditions precedent to closing the Share and Debt Reorganization. Although we believe that the expectations reflected in these forward-looking statements, and the assumptions on which they are made, are reasonable, undue reliance should not be placed on them as we can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions and are based on various assumptions, by their very nature they involve inherent risks and uncertainties that contribute to the possibility that the forward-looking statements may not be accurate, which may cause our actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, failure to obtain requisite third party and regulatory consents and approvals required to complete the Share and Debt Reorganization and otherwise satisfy all of the conditions precedent to closing the Share and Debt Reorganization, and the other factors described in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive. The forward-looking statements contained in this press release are made as of the date hereof and we undertake no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

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.

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