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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
  0.00 0.00% 0 -

Tuscany Energy Ltd. and Diaz Resources Ltd. Announce the Completion of Tuscany's Acquisition of Diaz and the Consolidation of...

16/07/2013 1:30pm

Marketwired Canada


Tuscany Energy Ltd. ("Tuscany") (TSX VENTURE:TUS) and Diaz Resources Ltd.
("Diaz") (TSX VENTURE:DZR) are pleased to jointly announce that they have
completed their previously disclosed business combination (the "Business
Combination"). Tuscany has acquired all of the issued and outstanding common
shares of Diaz on the basis of 0.31 of a common share of Tuscany ("Tuscany
Share") for each one (1) Diaz common share of Diaz ("Diaz Share") pursuant to a
Plan of Arrangement under the Alberta Business Corporations Act. In addition,
following completion of the Business Combination the Tuscany Shares were
consolidated on an 8 to 1 basis (the "Consolidation"). After giving effect to
the Business Combination and the Consolidation, there are approximately 18.6
million post-Consolidated Tuscany shares outstanding. The Business Combination
was approved by the shareholders of each of Tuscany and Diaz at meetings held
today. 


Letters of Transmittal have been forwarded to shareholders of Diaz to be
utilized in order to exchange their Diaz Shares for post-Consolidation Tuscany
Shares and to shareholders of Tuscany to be utilized to exchange their Tuscany
Shares for post-Consolidation Tuscany Shares. Additional copies may be obtained
by contacting Tuscany or Computershare Investor Services Inc. It is anticipated
that the Diaz Shares will be delisted from the TSX Venture Exchange at the close
of business on Thursday, July 18, 2013 and trading of the Tuscany Shares on a
post-Consolidation basis will commence at the opening of trading on Friday, July
19, 2013. 


Tuscany Energy Ltd.

Tuscany is an oil and gas exploration and development company with production
and reserves primarily in Saskatchewan and Alberta. The Company's principal
focus is growth in oil sales from development drilling of horizontal heavy oil
wells in Saskatchewan. Pro-forma the acquisition of Diaz, Tuscany is estimated
to have:




--  Proved plus probable reserves of approximately 2.5 million BOE (2.2
    million barrels of oil and 2.2 Bcf of natural gas), estimated as of
    December 31, 2012 based on the independent engineering evaluations of
    each of Diaz and Tuscany;
     
--  combined Q1 2013 average production of approximately 683 BOEd;
     
--  86,217 net acres of undeveloped land;



In the next week, Tuscany plans to commence its summer drilling program
consisting of: the drilling of 1 new horizontal development oil well (one net
well) on its Macklin property and then 2 new horizontal development oil wells
(1.2 net wells) on its Evesham property, both in Saskatchewan. 


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 Tuscany's pro
forma reserves and future drilling plans, and the dates on which the Diaz Shares
will be delisted and the Tuscany Shares will begin trading on a
post-Consolidation basis. The forward-looking statements and information are
based on certain key expectations and assumptions made by Tuscany, 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 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 believes 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 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 the Business Combination; failure to
realize the anticipated benefits of the Business Combination; 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. 


Readers should not place undue reliance on the forward-looking statements and
information contained in this press release. Readers are cautioned that the
foregoing list of factors is not exhaustive. Additional information on these and
other factors that could affect Tuscany'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) and at Tuscany's
website (www.tuscanyenergy.com). The forward-looking statements and information
contained in this press release are made as of the date hereof and Tuscany
undertakes 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.


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Tuscany Energy Ltd.
Robert W. Lamond
President & CEO
(403) 269-9889


Tuscany Energy Ltd.
Donald K. Clark
Vice President Operations & COO
(403) 269-9889
www.tuscanyenergy.com

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