Suroco Energy Inc. Reaffirms Recommendation for Business Combination With Petroamerica and Updates Shareholders on Coercive T...

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Suroco Energy Inc. (TSX VENTURE:SRN) ("Suroco" or the "Corporation") announced
that on June 11, 2014 its Board of Directors unanimously recommended that Suroco
shareholders continue to vote their common shares in the capital of Suroco
("Suroco Shares") IN FAVOUR of the proposed plan of arrangement (the
"Petroamerica Arrangement") with Petroamerica Oil Corp. ("Petroamerica") and
REJECT the unsolicited offer (the "Vetra Offer") from Vetra Acquisition Ltd., a
wholly owned subsidiary of VETRA Holding S.a.r.l. (collectively "Vetra") to
purchase the issued and outstanding Suroco Shares.


Various market participants have commented on the inadequacy of the Vetra Offer
and Vetra is now trying to coerce Suroco shareholders to vote their Suroco
Shares against the Petroamerica Arrangement by amending its Soliciting Dealer
Group Agreement dated June 9, 2014 to include the payment of a proxy
solicitation fee to investment advisors who solicit Suroco shareholders to vote
against the Petroamerica Arrangement. This tactic has been condemned by various
Canadian market participants as it tends to distort financial advisor - investor
relationships and compromises the independence of brokers and financial
advisors, whose clients trust them to provide independent advice. This fee is
calculated on a per share basis and is being offered by Vetra directly to
investment advisors instead of being used to enhance the Vetra Offer to Suroco
shareholders. Suroco Shares continue to trade well above the Vetra offer of
$0.60 per Suroco Share and this fee offered by Vetra is of no direct benefit to
Suroco shareholders and is being paid directly to investment advisors to solicit
proxies which would permit the inferior Vetra Offer. Vetra's Offer has already
been rejected by the Suroco Board of Directors.


Suroco reminds its shareholders that the Vetra Offer is highly conditional (to
the benefit of Vetra) and contains no less than 25 conditions which must be
satisfied or waived before Vetra is obligated to take up and pay for Suroco
Shares deposited under the Vetra Offer (including conditions which cannot be
satisfied and accordingly must be waived by Vetra). There are also other
conditions which are not subject to a materiality threshold but rather provide
Vetra with very broad discretion to decline to proceed with Vetra Offer.


Suroco shareholders have the right to know the facts and Vetra has not shared
this amended solicitation agreement with all Suroco shareholders but instead has
communicated this solicitation fee to investment advisors in a discreet and
secretive manner.


The Board of Directors believes that the Petroamerica Arrangement creates a
combined company that provides Suroco shareholders the opportunity to
participate in the upside that can be delivered by a well-capitalized,
under-levered, oil and gas company with a production base of approximately 9,000
barrels of oil equivalent per day (net before royalty) and an exciting portfolio
of both development and exploration assets in Colombia. Petroamerica has stated
that the Petroamerica Arrangement represents an important step towards realizing
its vision of becoming a leading Colombia focused exploration and production
player targeting oil production upwards of 30,000 barrels of oil equivalent per
day.


Directors' Circular

The Board of Directors' unanimous recommendation to Suroco shareholders that
they REJECT the Vetra Offer and instead vote their Suroco Shares IN FAVOUR of
the Petroamerica Arrangement, as well as a more detailed discussion of the
reasons for rejecting the Vetra Offer shall be set out in Suroco's Directors'
Circular that will be mailed in due course to each of Suroco's shareholders in
compliance with applicable securities laws and filed with Canadian securities
regulatory authorities. The Directors' Circular will be available on SEDAR at
www.sedar.com and on Suroco's website at www.suroco.com. Shareholders are
advised to read the Directors' Circular carefully and in its entirety, as it
will contain important information regarding Suroco and the Vetra offer. If
shareholders of Suroco have any questions or require more information, they are
encouraged to contact Suroco's proxy solicitation agent, Georgeson Shareholder
Communications Canada, Inc. ("Georgeson"), toll-free at 1-888-605-7641 or
outside North America, collect at 781-575-2422 or by email at
[e-mail].


How to Vote IN FAVOUR of the Petroamerica Arrangement with Petroamerica Oil Corp.

Any Suroco shareholder that has already voted IN FAVOUR of the Petroamerica
Arrangement need not take any action, as their votes will be counted. Any Suroco
shareholder who has voted AGAINST the Petroamerica Arrangement is encouraged to
change its vote and vote IN FAVOUR of the Petroamerica Arrangement.


Registered shareholders of Suroco are requested to complete, date, sign and
return ONLY the MANAGEMENT FORM OF PROXY that accompanied Suroco's Information
Circular and Proxy Statement dated May 27, 2014 (the "Initial Circular") that
has been sent to Suroco shareholders (a copy of which can also be found on
Suroco's profile on SEDAR at www.sedar.com and which was filed on May 30, 2014).
To be valid, that form of proxy must be signed and forwarded so as to reach, or
be deposited with, Suroco's transfer agent, by one of the following ways: 




1.  By Internet at www.investorvote.com. 
2.  By Telephone - [phone] (toll free) or international direct dial
    [phone]. 
3.  By fax to [phone]. 
4.  By mail - Computershare Trust Company of Canada, 8th Floor, 100
    University Avenue, Toronto, Ontario, M5J 2Y1, Attention: Proxy
    Department. 
5.  The deadline for voting is 10:00 a.m. (Mountain time) on June 23, 2014. 
6.  Non-registered shareholders (i.e. beneficial) should ONLY use the
    MANAGEMENT VOTING INSTRUCTION FORM to vote. Such holders should
    carefully follow the instructions in the voting instruction form.
    The deadline of 10:00 a.m. (Mountain time) on June 23, 2014 also applies
    to receipt of voting instructions.



If you have any questions that are not answered by the Directors' Circular or
the Initial Circular, or would like additional information, you should contact
your professional advisors. You can also contact Georgeson, the proxy
solicitation and information agent engaged by Suroco, toll-free at
1-888-605-7641 or outside North America, collect at 781-575-2422 or by email at
[e-mail] should you have any questions regarding voting of your
Suroco Shares.


How to revoke a vote against the Petroamerica Arrangement

If you have previously voted against the Petroamerica Arrangement, you are
permitted to change your vote pursuant to a later dated form of proxy or voting
instruction form.


If you have previously voted using the blue form of proxy provided by Vetra,
Suroco encourages you to submit a later dated MANAGEMENT FORM OF PROXY or
MANAGEMENT VOTING INSTRUCTION FORM. We recommend you contact your broker or
dealer, or contact Georgeson, the proxy solicitation and information agent
retained by Suroco, if you have questions or require assistance to make such a
submission.


Even if you have tendered your Suroco Shares to the Vetra Offer, you can still
vote IN FAVOUR of the Petroamerica Arrangement.


How to REJECT the Vetra Offer and Withdraw Tendered Shares

To reject the Vetra Offer, you should do nothing. The Vetra Offer is open for
acceptance until July 17, 2014. Suroco shareholders who have already tendered
their shares to the Vetra Offer can withdraw them at any time before they have
been taken up and accepted for payment by Vetra. Suroco Shareholders holding
Suroco Shares through a dealer, broker or other nominee should contact such
dealer, broker or nominee to withdraw their Suroco Shares. Shareholders may also
contact the proxy solicitation and information agent retained by Suroco,
Georgeson Shareholder Communications Canada, Inc., toll-free at 1-888-605-7641
or outside North America, collect at 781-575-2422 or via email at
[e-mail].


General

Suroco is Calgary-based junior oil and gas company, which explores for,
develops, produces and sells crude oil, natural gas liquids and natural gas in
Colombia. The Corporation's common shares trade on the TSX Venture Exchange
under the symbol SRN.


Definitions

For the foregoing discussions in this press release, "barrels of oil equivalent"
("boe") is at a conversion rate of 6,000 cubic feet ("cf") of natural gas for
one barrel of oil and is based on an energy equivalence conversion method. Boe
may be misleading, particularly if used in isolation. A boe conversion ratio of
6,000 cf: 1 barrel is based on an energy equivalence conversion method primarily
applicable at the burner tip and does not represent a value equivalence at the
wellhead.


Forward-Looking Statements

Certain statements included in this press release constitute forward-looking
statements under applicable securities legislation. These statements relate to
future events or future performance of the Corporation and the combined company
upon completion of the Petroamerica Arrangement. All statements other than
statements of historical fact are forward-looking statements. In some cases,
forward-looking statements can be identified by terminology such as "may",
"will", "should", "expect", "plan", "anticipate", "believe", "estimate",
"predict", "potential", "continue", or the negative of these terms or other
comparable terminology. Forward-looking statements or information in this press
release include, but are not limited to, the successful completion of the
Petroamerica Arrangement, statements concerning the expected benefits of the
Petroamerica Arrangement, expected operational results, expected cash flows,
drilling and exploration plans, business strategy, plans and expected production
and the anticipated timing thereof, of the combined company following the
completion of the Petroamerica Arrangement, the long term value of the combined
company and other statements that are not historical facts. Readers are
cautioned not to place undue reliance on forward-looking statements, as there
can be no assurance that the plans, intentions or expectations upon which they
are based will occur. By their nature, forward-looking statements involve
numerous assumptions, known and unknown risks and uncertainties, both general
and specific, that contribute to the possibility that the predictions,
estimates, forecasts, projections and other forward-looking statements will not
occur, which may cause actual performance and results in future periods to
differ materially from any estimates or projections of future performance or
results expressed or implied by such forward-looking statements. These
assumptions, risks and uncertainties include, among other things, that the
Petroamerica Arrangement will be completed in the manner currently contemplated,
as to the state of the economy in general and capital markets in particular;
fluctuations in oil prices; the results of exploration and development drilling,
recompletions and related activities; changes in environmental and other
regulations; risks associated with oil and gas operations and future exploration
activities; the need to obtain required approvals from regulatory authorities;
product supply and demand; market competition; political and economic conditions
in the country in which the Corporation and Petroamerica operates; and other
factors, many of which are beyond the control of the Corporation and
Petroamerica. You can find an additional discussion of those assumptions, risks
and uncertainties in Suroco's and Petroamerica's Canadian securities filings.


The forward-looking statements contained in this press release are made as of
the date of this press release. Except as required by law, Suroco disclaims any
intention and assumes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Additionally, Suroco undertakes no obligation to comment on the expectations of,
or statements made by, third parties in respect of the matters discussed above.
New factors emerge from time to time, and it is not possible for management of
the Corporation to predict all of these factors and to assess in advance the
impact of each such factor on the Corporation's business or the extent to which
any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statement or information.
The forward-looking statements contained herein are expressly qualified by this
cautionary statement. Moreover, neither the Corporation nor any other person
assumes responsibility for the accuracy and completeness of the forward-looking
statements.


The TSX Venture Exchange Inc. has in no way passed upon the merits of the
Petroamerica Arrangement or Vetra Offer and has neither approved nor disapproved
the contents of this press release.


Neither 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: 
Suroco Energy Inc.
Alastair Hill
President and Chief Executive Officer
[phone]
[phone] (FAX)


Suroco Energy Inc.
Travis Doupe
VP Finance and Chief Financial Officer
[phone]
[phone] (FAX)
www.suroco.com