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Gold/Mining/Energy : KERM'S KORNER -- Ignore unavailable to you. Want to Upgrade?

To: Arnie who wrote (8711)	1/28/1998 3:28:00 PM
From: Herb Duncan	Respond to of 15196

CORP / Diaz Resources Ltd. Announces Planned Reorganization of its Capital Structure VSE SYMBOL: DAZ OTC Bulletin Board SYMBOL: DZRUF JANUARY 28, 1998 CALGARY, ALBERTA-Diaz Resources Ltd. today announced that its Board had approved plans to reorganize and consolidate the Company's capital structure by the creation of two new classes of shares, Class A Subordinate Voting Shares and Class B Multiple Voting Shares. The Company plans to effect the reorganization and consolidation whereby each existing Common Shareholder will receive one new Class A Subordinate Voting Share and one new Class B Multiple Voting Share for each four common shares held, on the effective date of the reorganization. BACKGROUND AND PURPOSE OF THE REORGANIZATION The proposed amendment would permit the Corporation to issue Class A Subordinate Voting Shares in order to raise additional capital for exploration and acquisition purposes, as favourable opportunities arise, so that the long term management commitment necessary to implement substantial growth is not impaired by the threat of opportunistic take-over bids for the Corporation during periods of depressed commodity prices. The Corporation believes that the reorganization of the share structure is necessary to ensure flexibility for future financings. The parent of Diaz, Humboldt Capital Corporation, which holds 52 percent of Diaz's outstanding shares, has a similar capital structure to the outlined proposal, and has recently received $10 million from the sale of its holdings in Orbit Oil & Gas Ltd. Humboldt has informed the Diaz Board that it intends to play an active role in assisting Diaz to become a successful, rapidly growing, energy company. APPROVALS REQUIRED The reorganization is subject to the approval of the Vancouver Stock Exchange and other applicable regulatory authorities, before being put to the shareholders for their approval. In accordance with applicable corporate law requirements, the resolution to be placed before the shareholders is required to be passed by a majority of not less than three quarters of the votes cast by the shareholders who vote in respect of the resolution. In addition, the resolution must also be approved by a "majority of the minority", being the approval by at least a majority of the votes cast at the Meeting on the resolution, excluding the votes attached to Common Shares beneficially owned by the Corporation's controlling shareholder, Robert W. Lamond, and his associates or affiliates. ATTRIBUTES OF THE SHARES Subordinate Voting Shares and Multiple Voting Shares The newly created shares will have the same attributes as the existing Common Shares except that the Class B Multiple Voting Shares will entitle the holder, at all meetings of the shareholders, to 25 votes for each share held and the Class A Subordinate Voting Shares will entitle the holder to one vote for each share held. The Class A Subordinate Voting Shares will also have certain restricted rights of conversion into Class B Multiple Voting Shares in the event that a take-over for the Class B Multiple Voting Shares is accepted by holders of 50 percent of the outstanding Class B Multiple Voting Shares. TIMING Once the necessary regulatory approvals have been received, the Corporation plans to mail an Information Circular to its shareholders for a meeting to be held on or about April 14, 1998. The Information Circular will contain a more detailed description of the proposed transaction.