Diaz Resources Ltd.
TSX VENTURE : DZR

Diaz Resources Ltd.

December 14, 2012 17:00 ET

Diaz Announces Securityholder Approvals for Share and Debt Reorganization

CALGARY, ALBERTA--(Marketwire - Dec. 14, 2012) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Diaz Resources Ltd. ("Diaz" or the "Company") (TSX VENTURE:DZR) is pleased to announce that today the Company received securityholder approval for its previously announced share and debt reorganization (the "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.

Subject to obtaining final Court approval, the Reorganization is expected to become effective on December 17, 2012.

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 timing for final Court approval and for closing the 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 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 Court approval required to complete the Reorganization and otherwise satisfy all of the conditions precedent to closing the 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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