Suroco and Petroamerica Announce Unanimous Support for an Improved Offer by Petroamerica Equal to $0.80 Per Suroco Share With...

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA 

Suroco Energy Inc. ("Suroco") (TSX VENTURE:SRN) and Petroamerica Oil Corp.
("Petroamerica") (TSX VENTURE:PTA) are pleased to announce that Petroamerica has
increased its offer to acquire all of the issued and outstanding common shares
of Suroco ("Suroco Shares") to a value of $0.80 per Suroco Share (the "Revised
Petroamerica Offer"). The Revised Petroamerica Offer also entitles holders of
Suroco Shares ("Suroco Shareholders") to elect to receive common shares in
Petroamerica ("PTA Shares"), a combination of cash and PTA Shares, or all cash,
as further explained below. 


The Suroco board has established a special committee of independent directors
(the "Special Committee") to review and evaluate the Vetra Offer (as defined
below), the Revised Petroamerica Offer, and any other offers that may be
received by Suroco. Upon the recommendation of the Special Committee, and based
on the verbal advice of its financial advisor, Peters & Co. Limited, and its
legal advisors, the Suroco board has unanimously reaffirmed its recommendation
in favour of the Revised Petroamerica Offer and has concluded that the Revised
Petroamerica Offer is superior to unsolicited offers from third parties,
including the most recent proposal by Vetra Acquisition Ltd., a wholly owned
subsidiary of VETRA Holding S.a.r.l. (the "Vetra Offer"). Alentar Holdings Inc.
("Alentar"), Suroco's largest shareholder, and all of Suroco's officers have
also confirmed that they are in favour of the Revised Petroamerica Offer.
Alentar has also confirmed its preference to receive stock of the combined
company to participate in Petroamerica's upside potential, rather than be cashed
out. 


In connection with the Revised Petroamerica Offer, Suroco and Petroamerica have
entered into an amending agreement (the "Amended Arrangement Agreement") dated
June 19, 2014 which revises certain terms of the original agreement between
Petroamerica and Suroco dated April 26, 2014 (the "Arrangement Agreement").
Under the Amended Arrangement Agreement, the purchase price payable by
Petroamerica to Suroco Shareholders for the Suroco Shares has been increased to
a value equal to $0.80 per Suroco Share. The Revised Petroamerica Offer is based
on the 10-day volume weighted average trading price of PTA Shares on the TSX
Venture Exchange of $0.361, up to and including June 18, 2014. The Revised
Petroamerica Offer represents a premium of 134% over the 10-day volume weighted
average price of the Suroco Shares on the TSX Venture Exchange of $0.342 prior
to announcement of the signing of the original Arrangement Agreement, and a 21%
premium over the 10-day volume weighted average price of the Suroco Shares of
$0.659, up to and including June 18, 2014. The Revised Petroamerica Offer also
represents an 11% premium over the Vetra Offer.


Under the Amended Arrangement Agreement, Suroco Shareholders can elect to
receive either (i) 2.2161 PTA Shares (the "Share Option"), (ii) a cash payment
of $0.2079 and 1.6401 PTA Shares (the "Cash and Share Option"), or (iii) a cash
payment of $0.80 (the "All Cash Option"), for each Suroco Share they hold. The
amount of cash which will be paid out pursuant to the Cash and Share Option and
the All Cash Option will be capped at $27 million. In the event that the amount
of cash which is elected to be received by Suroco Shareholders who elect the All
Cash Option exceeds $27 million less cash necessary to pay under the Cash and
Share Option, such Suroco Shareholders will receive a pro rata amount of cash
and the equivalent pro rata number of PTA Shares based on an exchange ratio of
2.2161 PTA Shares for each Suroco Share. There is no limit on the ability of
Suroco Shareholders to make any of the aforementioned elections. Suroco
Shareholders will receive a new letter of transmittal in the mail or through
their broker pursuant to which they may make one of the elections set forth
above. The deadline for Suroco Shareholders to make such elections is 5:00 p.m.
(Mountain Standard Time) on Friday, July 11, 2014 (the "Election Deadline"),
which is expected to result in the depositary issuing to former Suroco
Shareholders their PTA Shares and/or cash on or about July 16, 2014. The new
letter of transmittal which provides for the elections set forth above will be
made available on SEDAR at www.sedar.com and on Suroco's website at
www.suroco.com shortly. Suroco Shareholders who do not make an election by the
Election Deadline will be deemed to have elected the Share Option. 


The holders of Suroco Warrants (as defined in the Arrangement Agreement) are
treated the same as Suroco Shareholders if they exercise their Suroco Warrants
prior to the Election Deadline and are also entitled to make an election in
respect of any of the Share Option, the Cash and Share Option or the All Cash
Option, without limitation, upon the exercise of the applicable securities.
Except for the increase in purchase price and the offering of the Share Option,
the Cash and Share Option or the All Cash Option, the Amended Arrangement
Agreement has substantially the same terms as the original Arrangement
Agreement. 


Accordingly, Suroco and Petroamerica are proceeding with the Revised Arrangement
Agreement and the arrangement involving Suroco and Petroamerica as amended by
the Revised Petroamerica Offer (the "Arrangement"). 


The meeting (the "Suroco Meeting") for the Suroco Shareholders to approve the
Arrangement Agreement and the Arrangement will be convened as previously
announced, on June 25, 2014. Suroco Shareholders of record on May 20, 2014 are
entitled to vote at the Suroco Meeting. Information reflecting the amended terms
of the Arrangement will be mailed to Suroco shareholders in connection with the
Suroco Meeting. Assuming Suroco shareholders approve the Arrangement and
satisfaction of all other conditions precedent, including the approval of the
TSX Venture Exchange of the revised terms of the Arrangement in respect of each
of Suroco and Petroamerica, completion of the Arrangement is expected to occur
on or about June 26, 2014. As a result of the Revised Petroamerica Offer, Suroco
will be waiving the currently scheduled proxy cut-off time of 10:00 a.m.
(Mountain Standard Time) on Monday, June 23, 2014 and accepting proxies until
the time set for the Suroco Meeting, being 10:00 a.m. (Mountain Standard Time)
on Wednesday, June 25, 2014, in order to provide Suroco Shareholders who may
have voted the blue proxy against the Arrangement with additional time to submit
a later dated MANAGEMENT FORM OF PROXY or MANAGEMENT VOTING INSTRUCTION FORM in
favour of the Arrangement. 


The Arrangement creates a combined company with a production base of
approximately 9,000 barrels of oil equivalent per day (net before royalty)
("boepd") holding interests in eleven exploration and production contracts
focused on high netback light and medium oil exploration and production in the
Llanos and Putumayo Basins in Colombia. The Arrangement allows the combined
company to position itself to become a leading Colombia-focused exploration and
production player targeting oil production upwards of 30,000 boepd and a
sustainable reserve life of more than 5 years. The combined asset base of both
companies provides the potential to achieve these goals over a 2 to 3 year time
frame. It is also expected that the combined company will be opportunistic in
its pursuit of additional acquisitions in its Llanos and Putumayo basin core
areas. 


Petroamerica and Suroco together urge Suroco Shareholders to vote IN FAVOUR of
the Arrangement. 


Suroco will be distributing a Directors' Circular and Supplement to the
Information Circular (the "Supplemental 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 Supplemental
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 Supplemental Circular
carefully and in its entirety, as it will contain important information
regarding Suroco, the Vetra Offer and the Revised Petroamerica Offer. If Suroco
Shareholders 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 Arrangement with Petroamerica. 

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


Registered shareholders of Suroco are requested to complete, date, sign and
return the MANAGEMENT FORM OF PROXY that accompanied the Information Circular
and Proxy Statement of Suroco dated May 27, 2014 (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) or the Supplemental Circular. To be valid, the form of proxy must be
signed and forwarded so as to reach, or be deposited with, Suroco's transfer
agent, Computershare Trust Company of Canada, 8th Floor, 100 University Avenue,
Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, by fax to (866)
249-7775, by internet at www.investorvote.com or by telephone by calling (866)
732-8683 (toll free) (international direct dial [phone]), so that it is
received not later than the time of the Suroco Meeting, currently scheduled for
10:00 a.m. (Mountain time) on Wednesday June 25, 2014. 


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 25, 2014 also applies to receipt of voting instructions.
If you have any questions that are not answered by the Information Circular or
Supplemental Circular, or would like additional information, you should contact
your professional advisors. You can also contact Georgeson, the proxy
solicitation firm retained 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 shares. 


How to REJECT the Vetra Offer and Withdraw Tendered Shares 

To reject the Vetra Offer, you should do nothing. 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 shares through a dealer, broker or other nominee should
contact such dealer, broker or nominee to withdraw their Suroco Shares. Suroco
Shareholders may also contact the proxy solicitation firm retained by Suroco,
Georgeson, toll-free at 1-888-605-7641 or outside North America, collect at
781-575-2422 or via email at [e-mail]. 


See Suroco's Information Circular and Proxy Statement dated May 27, 2014 that
has been sent to Suroco Shareholders, which can be found on Suroco's profile on
SEDAR at www.sedar.com, and the June 11, 2014 press releases, and other
subsequent press releases, of each of Suroco and Petroamerica. A copy of the
Amended Arrangement Agreement will also be posted on Suroco's profile on SEDAR
in due course. 


About Suroco 

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. 


About Petroamerica 

Petroamerica Oil Corp. is a Canadian oil and gas exploration and production
company with activities in Colombia. Petroamerica currently produces more than
6,500 boe per day and has interests in five blocks, all located in Colombia's
Llanos Basin. Petroamerica's shares are listed on the TSX Venture Exchange under
the symbol "PTA". A summary of the Company property holdings, including maps of
the above noted acquisition, has been included in the current presentation
located at www.PetroamericaOilCorp.com. 


Forward Looking Statements: 

This news release includes information that constitutes "forward-looking
information" or "forward-looking statements". More particularly, this news
release contains statements concerning expectations regarding the timing and
successful completion of the Arrangement, the timing of the meeting of
shareholders of Suroco to consider and vote on the Arrangement, the receipt of
all necessary regulatory approvals to give effect to the Arrangement, the timing
of closing of the Arrangement, the anticipated timing of the delivery of the
cash component and the PTA Shares under the elections described herein, the
combined company's drilling and exploration plans, production growth of the
combined company, anticipated reserve life of the combined company's assets,
potential future acquisitions and other statements, expectations, beliefs,
goals, objectives, assumptions and information about possible future events,
conditions, results of operations or performance. 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. 


Material risk factors include, but are not limited to: the inability to obtain
regulatory approval for any operational activities, inability to get all
necessary approvals for completion of the 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, and reliance on industry partners and other factors, many of which are
beyond the control of Petroamerica and Suroco. You can find an additional
discussion of those assumptions, risks and uncertainties in Petroamerica's and
Suroco's Canadian securities filings. 


Neither Petroamerica nor Suroco nor any of their respective subsidiaries nor any
of their respective officers, directors or employees guarantees that the
assumptions underlying such forward-looking statements are free from errors nor
do any of the foregoing accept any responsibility for the future accuracy of the
opinions expressed in this document or the actual occurrence of the forecasted
developments. 


Readers should also note that even if the drilling program as proposed by
Petroamerica following completion of the Arrangement is successful, there are
many factors that could result in production levels being less than anticipated
or targeted, including without limitation, greater than anticipated declines in
existing production due to poor reservoir performance, mechanical failures or
inability to access production facilities, among other factors. 


Use of 'boe' 

Throughout this press release, the calculation of 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. 


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


Suroco Energy Inc.
Travis Doupe
VP Finance and Chief Financial Officer
Tel Calgary, Canada: [phone]
[e-mail]
www.suroco.com


Petroamerica Oil Corp.
Nelson Navarrete
President and Chief Executive Officer


Petroamerica Oil Corp.
Colin Wagner
Chief Financial Officer


Petroamerica Oil Corp.
Ralph Gillcrist
Chief Operating Officer and Executive Vice President
Tel Bogota, Colombia: [phone]
Tel Calgary, Canada: [phone]
[e-mail] / www.PetroamericaOilCorp.com