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DZR Diaz Resources Ltd

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Share Name Share Symbol Market Type
Diaz Resources Ltd TSXV:DZR TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
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Diaz Announces Q1 2013 Financial Results

31/05/2013 2:00pm

Marketwired Canada


Diaz Resources Ltd. (TSX VENTURE:DZR) ("Diaz" or the "Company") announces that
it has filed its interim Financial Statements and MD&A for the three months
ended March 31, 2013 on SEDAR. 


During the quarter, Diaz's production increased to 382 BOEd from 302 BOEd in Q4
2012 due to the Company's shut-in shallow natural gas wells being placed back on
production. The Company did not participate in drilling any new wells during the
quarter due to a lack of working capital to finance new development and the
operator of the Macklin field did not propose any new wells as a result of lower
heavy oil prices. 


It is anticipated that further heavy oil development drilling at Macklin will be
planned for the third quarter of 2013. A thorough review of the Company's
ability to raise additional capital or other financing methods to participate in
this drilling resulted in few viable choices. Negative issues included: poor
capital markets for junior energy companies in Canada, no ability to increase
debt capacity, a poor environment for selling producing properties on acceptable
terms, and a negative market in which to make farm-out deals on favorable terms.
As a result of the foregoing, Management believes that the proposed merger with
Tuscany Energy Ltd. described below is the most favorable route to preserve
Diaz's shareholders' equity and allow the Diaz shareholder's to benefit from
ownership in a larger, more active entity. 


Proposed Merger With Tuscany Energy Ltd. 

On May 17, 2013, Tuscany Energy Ltd. ("Tuscany") and Diaz announced that they
had entered into an agreement whereby, subject to certain conditions including
obtaining shareholder, court and all necessary regulatory approvals, Tuscany
will acquire all of the common shares of Diaz (the "Transaction"). After the
acquisition of Diaz, Tuscany plans to reorganize its capital structure by the
consolidation of its shares on the basis of 1 new share for every 8 shares
outstanding. 


It is anticipated that Tuscany will issue 0.31 common shares for each
outstanding Diaz common share. Following the Diaz acquisition it is expected
that Tuscany, on a proforma basis, will have:




--  Proved plus probable reserves of 2.5 million BOE (approximately 2.2
    million barrels of oil and 2.2 Bcf of natural gas) 
--  net present value of future net revenue attributable to such reserves of
    approximately $41.2 million, using a 10% discount rate 
--  86.2 thousand acres of undeveloped land 
--  Based on Q1 2013, production of 683 BOEd 
    (446 Bopd and 1.4 MMcfd of natural gas production).



The above reserve information and net present value is based on the independent
reserves reports of Diaz and Tuscany prepared by McDaniel & Associates
Consultants effective December 31, 2012 in accordance with National Instrument
51-101 and the COGE Handbook. It should not be assumed that the estimate of the
net present value of the future net revenue attributable to Diaz's and Tuscany's
reserves represents the fair market value of the reserves. There can be no
assurances that the assumptions contained in such estimate will be attained and
variances could be material. 


In accordance with the proposed Transaction Tuscany will effectively assume
Diaz's net debt, approximately $4.2 million at March 31, 2013. 


Tuscany and Diaz have operated together through a joint operating agreement
since 2010 and therefore they have common working interests in some heavy oil
properties, including the Macklin pool, one of the properties that is expected
to be a focus of the combined Tuscany's 2013 development operations. 


Tuscany anticipates that the acquisition will result in reduced overhead
expenses per BOE and increase management's efficiency and control over the
timing of drilling operations. 


The Transaction is expected to be completed by way of a Plan of Arrangement and
closing is expected to occur by the end of July 2013, subject to satisfaction of
certain conditions including standard stock exchange, court and regulatory
approvals and the requisite two-thirds majority and majority of minority
approval of Diaz's shareholders and majority of minority approval of Tuscany's
shareholders. An information circular, prepared jointly by the parties, will be
mailed to shareholders of both Tuscany and Diaz in connection with the
shareholder meetings of each company expected to be held on July 15, 2013 to
consider and approve the Transaction. 


Operations 

In response to strengthening natural gas prices since the beginning of the year,
Diaz focused during the quarter on re-activating its shut-in natural gas
properties. As a result, production volumes during the quarter rose to 382 BOEd
compared with 302 BOEd in Q4 2012. 


For the quarter, production revenues totaled $1.1 million, a decrease from $1.7
million in Q1 2012, resulting primarily from lower heavy oil prices. These lower
prices also reduced cash flow from $362,000 to $23,000. 


Fixed asset additions for the quarter were reduced to $287,000 from $1.8 million
in the comparative quarter. 


To view the charts associated with this press release, please visit the
following link: http://media3.marketwire.com/docs/diaz_graph1.jpg


At quarter end, the Company had drawn $3.7 million of a $3.9 million bank line;
however, net debt was $4.2 million, compared with $18.4 million at the end of Q1
2012. Interest costs were greatly reduced to $43,000 from $404,000 in Q1 2012.


To view the charts associated with this press release, please visit the
following link: http://media3.marketwire.com/docs/diaz_graph2.jpg


Production 

For the three months ended March 31, 2013, the Company's average production
increased to 382 BOEd from 302 BOEd in Q4 2012 but decreased compared with 427
BOEd in Q1 2012. The Company has increased its oil and gas production for the
last two quarters as operational enhancements maintained heavy oil production
and as shut-in natural gas wells were brought back into production. 


Outlook 

Management believes the decision to proceed with the Transaction between Tuscany
and Diaz is the best available alternative to the Company as continued
development drilling by Diaz has been stalled by lack of available funds. The
acquisition by Tuscany of Diaz's common shares is expected to facilitate the
development of Diaz's and Tuscany's asset base at Macklin as Tuscany has the
financial capability to develop those assets. Management believes this should
result in increased value for the shareholders. 


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 in this news release, including the proposed
Transaction with Tuscany, drilling plans and projected drilling, completion and
equipping costs, and production rates from the Lloydminster and Macklin fields
may constitute forward-looking statements under applicable securities laws and
necessarily involve risks including, without limitation, risks associated with
oil and gas exploration, development, exploitation, production, marketing and
transportation, loss of markets, volatility of commodity prices, currency
fluctuations, environmental risks, competition from other producers, inability
to retain drilling rigs and other services, capital expenditure costs, including
drilling, completion and facilities costs, delays resulting from or inability to
obtain required regulatory approvals and ability to access sufficient capital
from internal and external sources. As a consequence, actual results may differ
materially from those anticipated in the forward-looking statements. Readers are
cautioned that the foregoing list of factors is not exhaustive. 


Where amounts are expressed on a barrel of oil equivalent (boe) basis, natural
gas volumes have been converted to barrels of oil at six thousand cubic feet
(mcf) per barrel (bbl). Boe figures may be misleading, particularly if used in
isolation. A boe conversion of six thousand cubic feet per barrel is based on an
energy equivalency conversion method primarily applicable at the burner tip and
does not represent a value equivalency at the wellhead. References to oil in
this discussion include crude oil and natural gas liquids (NGLs).


The forward looking statements contained in this press release are made as of
the date hereof and Diaz undertakes no obligations to update publicly 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. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
DIAZ RESOURCES LTD.
Robert W. Lamond
Chairman & CEO
(403) 269-9889
(403) 269-9890 (FAX)


DIAZ RESOURCES LTD.
Donald K. Clark
Vice President Operations & COO
(403) 269-9889
(403) 269-9890 (FAX)

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