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

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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Diaz Resources Ltd.
Robert W. Lamond
Chairman, President and Chief Executive Officer
[phone]


Diaz Resources Ltd.
Brad Perry
Chief Financial Officer
[phone]
[e-mail]
www.diazresources.com