Diaz Announces Securityholder Approvals for Share and Debt Reorganization

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.


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