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Share Name Share Symbol Market Type
TSXV:SRN TSX Venture Common Stock
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Suroco Energy Inc. Reconfirms Unanimous Director Support for Petroamerica Arrangement and Provides an Update to Shareholders

27/06/2014 9:43pm

Marketwired Canada


NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Suroco Energy Inc. (TSX VENTURE:SRN) ("Suroco" or the "Corporation") would like
to provide an update to its shareholders in light of the statements and
assertions being exchanged in connection with the competing offers for the
Corporation.


As shareholders are aware, on June 23, 2014, Vetra Acquisition Ltd., a wholly
owned subsidiary of VETRA Holding S.a.r.l (collectively, "Vetra") announced that
it had increased the price of its offer to purchase all of the common shares of
Suroco to $0.83 in cash per common share (the "Vetra Offer").  


The Board of Directors of Suroco confirms that at this time it has not
withdrawn, modified, or changed its previous recommendations and determinations
with respect to the Petroamerica Arrangement (as defined below), and reaffirms
that the Board of Directors has unanimously determined that the Petroamerica
Arrangement is in the best interests of Suroco, is fair, from a financial point
of view, to the shareholders of Suroco and has unanimously approved the
Petroamerica Arrangement and the entering into of the Arrangement Agreement (as
defined below) and has resolved to recommend shareholders of Suroco vote in
favour of the Petroamerica Arrangement.


Notwithstanding that the Board of Directors of Suroco continues to consider the
Vetra Offer, Suroco is NOT in possession of a firm offer from Vetra on terms and
conditions acceptable to Suroco.  Suroco remains in possession of a very certain
agreement with Petroamerica Oil Corp ("Petroamerica"), which provides Suroco's
shareholders with the option of taking cash or shares or cash and shares of
Petroamerica, and affords them with the opportunity to participate in the upside
of the combined company, if they choose.


Suroco has entered into an arrangement agreement dated April 26, 2014 (the
"Arrangement Agreement"), as amended by the agreement to amend the arrangement
agreement dated June 19, 2014, between Petroamerica and Suroco, wherein
Petroamerica will acquire all of the issued and outstanding common shares of
Suroco (the "Petroamerica Arrangement"). The May 27, 2014 Management Information
Circular and Proxy Statement of the Corporation, as supplemented by the
Supplement to the Management Information Circular and Proxy Statement of the
Corporation dated June 22, 2014, provides a detailed description of the
Petroamerica Arrangement. Copies of both documents are available on Suroco's
profile on SEDAR at www.sedar.com.


Suroco continues to receive indications from significant Suroco shareholders
that such shareholders prefer to receive stock of the combined company, rather
than be cashed out. This includes new material indications received over the
past few days in favour of an option providing share ownership in a public
entity which would own the combined asset base.


The Petroamerica Arrangement is scheduled to be placed before Suroco
shareholders for approval at the Annual and Special Meeting of Suroco
shareholders to be held at 10:00 a.m. (Calgary time) on Monday June 30, 2014,
with a proxy deadline of 8:00 a.m. (Calgary time) on such date. 


If you have any questions or require more information with regard to voting your
shares of Suroco Energy Inc., please contact Georgeson, Toll-Free in North
America at 1-888-605-7641 or outside North America, collect at 781-575-2422 or
via email at askus@georgeson.com.


General 

The Corporation 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. 


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, Suroco's consideration of the Vetra
Offer, 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, 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 operates; and other factors, many of which are beyond the
control of the Corporation. You can find an additional discussion of those
assumptions, risks and uncertainties in Suroco'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 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. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Suroco Energy Inc.
Alastair Hill
President and Chief Executive Officer
(403) 232-6784


Suroco Energy Inc.
Travis Doupe
VP Finance and Chief Financial Officer
(403) 232-6784
(403) 232-6747 (FAX)
www.suroco.com

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