Tuscany Energy Ltd. and Diaz Resources Ltd. Announce Execution of Definitive Agreement for Proposed Business Combination

Tuscany Energy Ltd. ("Tuscany") (TSX VENTURE:TUS) and Diaz Resources Ltd.
("Diaz") (TSX VENTURE:DZR) are pleased to jointly announce that they have
entered into a definitive arrangement agreement in connection with a proposed
business combination (the "Transaction") whereby Tuscany will acquire, subject
to certain conditions, all of Diaz's issued and outstanding common shares on the
basis of 0.31 of a common share of Tuscany for each one (1) Diaz common share
pursuant to a Plan of Arrangement under the Alberta Business Corporations Act. 
Following completion of the Transaction and a proposed consolidation of
Tuscany's common shares on an 8 for 1 basis to be completed subsequent thereto,
Tuscany will have approximately 18.6 million common shares outstanding, of which
approximately 80.3% will be held by current shareholders of Tuscany and
approximately 19.7% of which will be held by former shareholders of Diaz. Based
on independent reserve evaluations with an effective date of December 31, 2012
the combined entity will have total proved plus probable reserves of
approximately 2.5 million barrels of oil equivalent ("BOE"). The companies hold
approximately 85,000 net acres of undeveloped land. Combined production levels
of the companies totalled approximately 635 BOE per day (405 bopd, 1.38 mcfpd)
for the month of May, 2013.


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


Board Recommendations 

The Board of Directors of both Tuscany and Diaz each established a Special
Committee comprised of independent directors with a mandate, among other things,
to consider the Transaction and to make a recommendation to the respective
Boards of Directors in respect thereof. The Special Committee of the Board of
Directors of each of Tuscany and Diaz recommended that the respective Boards of
Directors approve the Transaction. Based on the recommendation of their
respective Special Committee, the Boards of Directors of each of Tuscany and
Diaz, with certain directors abstaining, in accordance with ABCA, approved the
Transaction. The Boards of Directors have concluded that the Transaction is in
the best interest of their respective shareholders and company and have resolved
to recommend that its shareholders vote their shares in favour of the
Transaction. 


Acumen Capital Finance Partners Limited ("Acumen") was engaged to act as
Tuscany's exclusive financial advisor with respect to the Transaction. Acumen
has advised the Board of Directors of Tuscany and its Special Committee that, in
its opinion, subject to review of final documentation, the Transaction is fair,
from a financial point of view, to Tuscany shareholders. 


Sayer Energy Advisors ("Sayer") was engaged to act as Diaz's exclusive financial
advisor with respect to the Transaction. Sayer has advised the Board of
Directors of Diaz and its Special Committee that, in its opinion, subject to
review of final documentation, the consideration to be received by Diaz
shareholders pursuant to the Transaction is fair, from a financial point of
view, to Diaz shareholders.


Shareholder support

Certain shareholders, including the directors and members of senior management
of each of Tuscany and Diaz, who beneficially own or exercise control or
direction over approximately 39% of the outstanding Tuscany common shares and
75% of the outstanding Diaz common shares, have indicated that they intend to
enter into support agreements pursuant to which they agreed to vote their
Tuscany and Diaz shares, as the case may be, in favour of the Transaction. 


Robert W. Lamond and Humboldt Capital Corporation, a company controlled by him
own 45.1 million shares of Tuscany (37.7% of the outstanding shares of Tuscany)
and 74.2 million shares of Diaz (75.3% of the outstanding shares of Diaz).
Assuming the Transaction is completed as contemplated they will own 8.4 million
shares of Tuscany post consolidation (45.1% of the post consolidated shares of
Tuscany outstanding).


Benefits of the Transaction 

The management of both Tuscany and Diaz believe the business combination will
have synergistic benefits for the future growth of the companies. One of
Tuscany's major properties at Macklin, Saskatchewan is jointly owned by the two
companies and has been assigned proved and probable reserves for 10 additional
horizontal drilling locations in the independent engineering evaluations
prepared for the companies. In addition, both companies share working interests
in other oil prospects in Alberta and Saskatchewan that are in various stages of
development which may also be accelerated as a result of the transaction. 


READER ADVISORIES

Where amounts are expressed on a barrel of oil equivalent (BOE) basis, natural
gas volumes have been converted to barrels of oil on the basis of six thousand
cubic feet (mcf) per barrel (bbl). Barrels of oil equivalent may be misleading,
particularly if used in isolation. A BOE conversion ratio has been calculated
using a conversion rate of six thousand cubic feet of natural gas to one barrel
and is based on an energy equivalent conversion method applicable at the burner
tip and does not represent an economic value equivalency at the wellhead. Given
that the value ratio based on the current price of crude oil as compared to
natural gas is significantly different from the energy equivalency of 6 mcf: 1
bbl, using a conversion on a 6 mcf: 1 bbl basis may be misleading as an
indication of value. 


This press release contains forward-looking statements and forward-looking
information within the meaning of applicable securities laws. The use of any of
the words "expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and
similar expressions are intended to identify forward-looking information or
statements. More particularly and without limitation, this press release
contains forward looking statements and information concerning the combined
company's reserves, undeveloped landholdings and anticipated benefits from the
Transaction. The forward-looking statements and information are based on certain
key expectations and assumptions made by Tuscany and Diaz, including
expectations and assumptions concerning prevailing commodity prices and exchange
rates, applicable royalty rates and tax laws; future well production rates and
reserve volumes; the timing of receipt of regulatory and shareholder approvals,
the performance of existing wells; the success obtained in drilling new wells;
and the sufficiency of budgeted capital expenditures in carrying out planned
activities; and the availability and cost of labour and services. Although
Tuscany and Diaz believe that the expectations and assumptions on which such
forward-looking statements and information are based are reasonable, undue
reliance should not be placed on the forward looking statements and information
because Tuscany and Diaz can give no assurance that they will prove to be
correct. 


Since forward-looking statements and information address future events and
conditions, by their very nature they involve inherent risks and uncertainties.
Actual results could differ materially from those currently anticipated due to a
number of factors and risks. These include, but are not limited to, the risks
associated with the oil and gas industry in general such as operational risks in
development, exploration and production; delays or changes in plans with respect
to exploration or development projects or capital expenditures; the uncertainty
of reserve estimates; the uncertainty of estimates and projections relating to
reserves, production, costs and expenses; health, safety and environmental
risks; commodity price and exchange rate fluctuations; marketing and
transportation; loss of markets; environmental risks; competition; incorrect
assessment of the value of acquisitions; failure to realize the anticipated
benefits of acquisitions; ability to access sufficient capital from internal and
external sources; failure to obtain required regulatory and other approvals; and
changes in legislation, including but not limited to tax laws, royalties and
environmental regulations. There are risks also inherent in the nature of the
proposed Transaction, including failure to realize anticipated synergies or cost
savings; risks regarding the integration of the two entities; incorrect
assessments of the values of the other entity; and failure to obtain the
required shareholder, court, regulatory and other third party approvals. 


This press release also contains forward-looking statements and information
concerning the consolidation, the anticipated completion of the proposed
Transaction and the anticipated timing of the meetings of the Diaz and Tuscany
shareholders and the completion of the Transaction. Tuscany and Diaz have
provided these anticipated times in reliance on certain assumptions that they
believe are reasonable at this time, including assumptions as to the time
required to prepare meeting materials for mailing, the timing of receipt of the
necessary regulatory and court approvals and the time necessary to satisfy the
conditions to the closing of the Transaction. These dates may change for a
number of reasons, including unforeseen delays in preparing meeting materials,
inability to secure necessary regulatory or court approvals in the time assumed
or the need for additional time to satisfy the conditions to the completion of
the Transaction. Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this press release
concerning these times. Readers are cautioned that the foregoing list of factors
is not exhaustive. Additional information on these and other factors that could
affect Tuscany's, Diaz's or the combined company's operations or financial
results are included in reports on file with applicable securities regulatory
authorities and may be accessed through the SEDAR website (www.sedar.com), in
the case of Tuscany, at Tuscany's website (www.tuscanyenergy.com), and in the
case of Diaz, at Diaz's website (www.diazresources.com). The forward-looking
statements and information contained in this press release are made as of the
date hereof and Tuscany and Diaz undertake no obligation 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: 
Tuscany Energy Ltd. or Diaz Resources Ltd.
Robert W. Lamond
President & CEO
[phone]
[phone] (FAX)
www.tuscanyenergy.com
www.diazresources.com


Tuscany Energy Ltd. or Diaz Resources Ltd.
Donald K. Clark
Vice President Operations & COO
[phone]
[phone] (FAX)
www.tuscanyenergy.com
www.diazresources.com