CALGARY, ALBERTA--(Marketwire - Oct. 19, 2012) - Humboldt Capital Corporation (TSX VENTURE:HMB) announced today that it has entered into a support agreement with Diaz Resources Ltd. ("Diaz"), pursuant to which Humboldt has agreed to vote all of the Diaz common shares and the 10.5% convertible secured subordinated debentures ("Secured Debentures") of Diaz owned by Humboldt in favor of a Share and Debt Reorganization Plan proposed by Diaz.
The Share and Debt Reorganization proposal if completed will result in: (i) Diaz's common shares ("Diaz Pre-Consolidation Shares") being consolidated on the basis of 25 Diaz 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 and all accrued and unpaid interest thereon being converted into New Diaz Shares at a conversion price of $0.50 per share; and (iii) the outstanding Secured Debentures of Diaz and all accrued and unpaid interest thereon being converted into New Diaz Shares at a conversion price of $0.11 per share.
Humboldt beneficially owns approximately 26 million Diaz Pre-Consolidation Shares representing approximately 30% of the outstanding Diaz Pre-Consolidation Shares and $7,340,000 principal amount of Secured Debentures representing approximately 92% of the outstanding Secured Debentures. Accordingly, following the proposed Share and Debt Reorganization, assuming a closing date of December 14, 2012 and accrued and unpaid interest on such Secured Debentures of $351,658, Humboldt will beneficially own approximately 71 million New Diaz Shares representing approximately 75% of the outstanding New Diaz Shares.
The Share and Debt Reorganization is subject to shareholder, debentureholder, stock exchange and court approval.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.