Suroco Energy Inc. Recommends Rejection of Latest Vetra Offer and Reaffirms Unanimous Support for Arrangement With Petroamerica

Suroco Energy Inc. (TSX VENTURE:SRN) ("Suroco" or the "Corporation") announces
that its Board of Directors (the "Suroco Board"), has, upon the recommendation
of the independent special committee (the "Special Committee") of the Suroco
Board and advice from its financial advisor and legal counsel, unanimously
recommended that holders of Suroco Shares (as defined below) ("Suroco
Shareholders") REJECT the latest unsolicited cash offer (the "Vetra Offer") from
Vetra Acquisition Ltd., a wholly owned subsidiary of VETRA Holding S.a.r.l.
(collectively "Vetra") to acquire the issued and outstanding common shares of
Suroco ("Suroco Shares"). See "Reasons to Reject the Vetra Offer" below.


As previously announced, Suroco has entered into an arrangement agreement with
Petroamerica Oil Corp. ("Petroamerica"), as amended (the "Arrangement
Agreement"), under which Petroamerica will acquire all of the issued and
outstanding Suroco Shares pursuant to a plan of arrangement (the "Petroamerica
Arrangement"). The Suroco Board unanimously supports the Petroamerica
Arrangement. 


Each of the Special Committee and the Suroco Board has also unanimously
determined that the Vetra Offer is not a "Superior Proposal" (as defined in the
Arrangement Agreement) in relation to the Petroamerica Arrangement. 


Under the Petroamerica Arrangement, holders of Suroco Shares can elect to
receive one of the following for each Suroco Share held: 




(i)   2.2161 common shares of Petroamerica ("Petroamerica Shares") (the     
      "Share Consideration");                                               
                                                                            
(ii)  a cash payment for a portion of the Suroco Shares tendered and        
      Petroamerica Shares in consideration for the balance of the Suroco    
      Shares tendered such that, for every 100 Suroco Shares, the electing  
      Suroco Shareholder would receive approximately 164.01 Petroamerica    
      Shares in exchange for 74.01 of those Suroco Shares (being 2.2161     
      Petroamerica Shares per Suroco Share) and would receive approximately 
      CDN$20.79 in cash for the remaining 25.99 Suroco shares (being        
      CDN$0.80 per Suroco Share) (the "Cash and Share Consideration"); or   
                                                                            
(iii) CDN$0.80 in cash (the "Cash Consideration").                          



The total amount of cash available is capped at US$27 million. In the event that
the amount of cash elected to be received by the holders of Suroco Shares
exceeds US$27 million (including pursuant to the Cash and Share Consideration),
the Suroco Shareholders that elected to receive the Cash Consideration will be
subject to proration and such Suroco Shareholders will receive consideration
consisting of cash and Petroamerica Shares.


Reasons to Reject the Vetra Offer

Pursuant to Vetra's Notice of Variation and Extension dated July 9, 2014 (the
"Notice of Variation"), Vetra has made additional variations to the Vetra Offer,
including (i) increasing its offer to CDN$0.85 in cash per Suroco Share, and
(ii) reducing the conditions to the Vetra Offer. Reference is made to the Notice
of Variation for full details of the additional variations made to the Vetra
Offer. 


Suroco's press release dated July 4, 2014 (the "July 4 Press Release") and its
Second Supplement (the "Second Supplement") to the management information
circular and proxy statement of Suroco dated May 27, 2014 (the "Information
Circular") and the first supplement to the Information Circular dated June 22,
2014 (the "First Supplement") (copies of which are available on SEDAR at
www.sedar.com and on Suroco's website at www.suroco.com), set forth a number of
benefits that the Suroco Board believes are provided by the Petroamerica
Arrangement, including, among others:




--  The Petroamerica Arrangement will provide long term value in excess of
    the consideration being offered under the Vetra Offer.  
    
--  The Petroamerica Arrangement is supported by the largest Suroco
    Shareholder, by Suroco's directors and officers and by significant
    numbers of other major Suroco Shareholders.  
    
--  The growth and development of Petroamerica is expected to be accelerated
    by the combination with Suroco.  
    
--  The combined company resulting from the Petroamerica Arrangement is
    expected have a strong, under-levered balance sheet that will be able to
    fully fund the future development and exploration of its asset base,
    including the assets contributed by Suroco. 
    
--  Petroamerica has an established history of deal making and delivering
    reserves and production growth that has resulted in substantial value
    creation for its shareholders.  
    
--  Suroco Shareholders will benefit from increased liquidity. 
    
--  The combined company resulting from the Petroamerica Arrangement will be
    better positioned to close the valuation gap with its Colombian peers. 



Notwithstanding this latest variation to the Vetra Offer, the Suroco Board
continues to believe that the Petroamerica Arrangement is in the best interests
of the Suroco Shareholders. 


As set forth in greater detail in the Second Supplement under the heading
"Benefits of the Petroamerica Arrangement and Recommendation of the Special
Committee and the Suroco Board with respect to the Petroamerica Arrangement -
Potential for Long Term Value", Suroco has amassed a meaningful land position
with exposure to the potentially prolific N Sand oil play in the Putumayo Basin
of Colombia, which has been proved up in neighboring Ecuador and is in its
infancy in Colombia. Suroco's technical team has proved the N Sand play
extension into Colombia and has applied its learnings to identify numerous N
Sand prospects and leads that it is expected the combined company will
aggressively develop. Recently, Suroco announced the successful discovery of a
new pool with the drilling of the Quinde-7 well wherein it encountered 21 feet
of high quality, oil-bearing net pay in the Villeta N sand (see Suroco's June
18, 2014 press release).


Suroco Shareholders should understand that Vetra is likely aware of the
potential of the oil and gas blocks in the Putumayo Basin in Colombia where
Suroco holds an interest in Colombia, because they participate in three of those
five blocks with Suroco.


As Vetra continues with its rhetoric, the Suroco Board feels it is important to
make clear the following:




--  The Suroco Board is committed to fulfilling its fiduciary duties, acting
    in an unbiased and open-minded manner, always with a view to the best
    interests of Suroco and all Suroco Shareholders. The Suroco Board has
    reviewed every offer in a comprehensive manner, but also with the goal
    of providing Suroco Shareholders with timely information so that they
    can act accordingly. This has been made difficult by the tactics that
    Vetra has undertaken, which have included "low-ball" offers, last minute
    offers prior to proposed meetings of Suroco Shareholders, or legal
    tactics with the goal of preventing Suroco Shareholders the opportunity
    to vote upon the Petroamerica Arrangement. Though Vetra has often
    criticized the process and behaviour undertaken by the Suroco Board and
    has attempted to represent that Suroco is not acting in the best
    interests of Suroco Shareholders, it cannot deny that Vetra's initial
    offer of CDN$0.30 per Suroco Share to Suroco in March of 2014 has now
    increased to CDN$0.85 per Suroco Share. 
    
--  A key element of the rationale for entering into the Petroamerica
    Arrangement, which the Suroco Board has stressed from the beginning, is
    that it will provide access to additional funding and a stronger balance
    sheet than Suroco by itself. Suroco has built the prime land base in a
    new oil prone play and has secured a very prospective new block of land
    which captures a currently unbooked extension of a recent oil discovery.
    To fund the exploration program and, with success, the development
    capital required, consolidation into a larger, well-funded entity like
    Petroamerica is the rational step forward and is part of the progression
    in delivering future shareholder value. 
    
--  The view of all Suroco Shareholders has always been important to the
    Suroco Board. The Suroco Board encourages Suroco Shareholders to reach
    out to it and furthermore welcomes a vote by the Suroco Shareholders on
    the Petroamerica Arrangement. Vetra is aware that it does not have the
    support of Suroco Shareholders necessary to prevent the approval of the
    Petroamerica Arrangement and for that reason has resorted to legal
    tactics to attempt to delay or prevent Suroco Shareholders from
    exercising their right to vote on the Petroamerica Arrangement. As
    previously disclosed in the July 4 Press Release and the Second
    Supplement, Suroco has received written communications from Suroco
    Shareholders, that hold or control in excess of 35% of the currently
    issued and outstanding Suroco Shares, indicating that their preference
    is for the Petroamerica Arrangement, and specifically Petroamerica
    Shares, so that they can participate in what they believe to be the
    potential upside of a combined Petroamerica and Suroco and their oil and
    gas properties. As was disclosed in the July 4 Press Release and the
    Second Supplement, this figure includes Alentar (which contrary to
    claims by Vetra, holds approximately 16.1% of the issued and outstanding
    Suroco Shares).  
    
--  Suroco has not committed to an open-ended break fee under the
    Petroamerica Arrangement. As previously disclosed, that break fee is
    CDN$4 million plus certain out-of-pocket costs incurred by Suroco in
    relation to the Petroamerica Arrangement that Petroamerica has
    specifically agreed to pay. Those out-of-pocket costs, which includes
    items such as mailing and postage of shareholder information, are
    nominal amounts in the overall context of the Petroamerica Arrangement.
    Furthermore, any potential bidder for Suroco would have access to this
    information if it complied with the non-solicitation provisions of the
    Arrangement Agreement and in connection therewith entered into the form
    of confidentiality agreement and standstill required thereunder. 



Meeting 

As previously announced, the annual and special meeting of the Suroco
Shareholders (the "Meeting") has been adjourned to 10:00 a.m. (Calgary Time) on
Monday, July 14, 2014 at the offices of Gowling Lafleur Henderson LLP at TD
Canada Trust Tower, Suite 1600, 421 - 7th Avenue SW, Calgary, Alberta.  At the
Meeting, Suroco Shareholders will be asked, among other things, to consider and
vote upon the Petroamerica Arrangement.   


Please see Suroco's July 8, 2014 press release for important deadlines this week
in relation to the Meeting and for election of consideration under the
Petroamerica Arrangement.


General 

Suroco is a 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.


For further information please visit our website at www.suroco.com. 

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. 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, statements pertaining to Suroco's
future performance, business prospects or opportunities, including information
concerning the Vetra Offer and the completion and effect of the Petroamerica
Arrangement, including without limitation upon completion of the Petroamerica
Arrangement, the resulting combined company's expected drilling and exploration
plans, business strategy, priorities, plans and expected production and the
anticipated timing thereof, the extension of the Quinde field to the Putumayo 7
Block, the potential value of the N sand oil play in the Putumayo Basin in
Colombia, production growth of the combined company, and the economic effects
thereof and other statements. 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, 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 inability to obtain regulatory approval for any operational
activities; inability to get all necessary approvals for the completion of the
Petroamerica Arrangement; the risks of the oil and gas industry in general, such
as operational risks in exploring for, developing and producing crude oil and
natural gas, market demand and unpredictable shortages of equipment and/or
labour; potential delays or changes in plans with respect to exploration or
development projects or capital expenditures; fluctuations in oil and gas
prices, foreign currency exchange rates and interest rates; reliance on industry
partners; and other factors, many of which are beyond the control of Suroco or
Petroamerica. You can find an additional discussion of those assumptions, risks
and uncertainties in Suroco's and Petroamerica's Canadian securities filings. 


Although Suroco has attempted to identify important factors that could cause
actual actions, events, results, performance or achievements to differ
materially from those described in the forward-looking statements or information
contained in this press release, there may be other factors that cause actions,
events, results, performance or achievements not to be as anticipated, estimated
or intended. There can be no assurance that forward-looking statements or
information will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Such
forward-looking statements and information are made or given as at the date of
this press release and Suroco disclaims any intention or obligation to update or
revise any forward-looking statements or information, whether as a result of new
information, future events or otherwise, except as required under applicable
securities law. The reader is cautioned not to place undue reliance on
forward-looking statements or information.


The TSX Venture Exchange Inc. has in no way passed upon the merits of the
Petroamerica Arrangement or the 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. 


(Not for dissemination in the United States of America)

FOR FURTHER INFORMATION PLEASE CONTACT: 
Suroco Energy Inc.
Alastair Hill, President and Chief Executive Officer
Travis Doupe, VP Finance and Chief Financial Officer
Telephone: [phone]
Facsimile: [phone]
www.suroco.com