Tuscany Energy Ltd. and Diaz Resources Ltd. 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.

Tags: Diaz Resources, Tuscany Energy Ltd.