SUROCO ENERGY INC. 810, 940 - 6th Ave S.W. Calgary, Alberta T2P 3T1
For Immediate Release
Calgary, Alberta June 24, 2014
SUROCO ENERGY INC. RESPONDS TO REVISED VETRA OFFER
Suroco Energy Inc. (TSX Venture Exchange: SRN) ("Suroco" or the "Corporation") is responding to the June 24, 2014 press release of Vetra Acquisition Ltd., a wholly owned subsidiary of VETRA Holding S.a.r.l., wherein it gave notice that it has 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").
As such, the Board of Directors of the Corporation and the independent special committee of the Board of Directors is carefully considering the Vetra Offer, with assistance of its independent financial and legal advisors.
As previously announced, 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 Oil Corp. 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.
At the request of Petroamerica in accordance with the Arrangement Agreement, the Board of Directors of Suroco confirms that at this time it has not withdrawn, modified, or changed its previous recommendations and determinations with respect to the Petroamerica Arrangement, and reaffirms that the Suroco Board has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 and has resolved to recommend shareholders of Suroco vote in favour of the Petroamerica Arrangement.
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.
For further information please contact Alastair Hill, President and Chief Executive Officer of the Corporation or Travis Doupe, VP Finance and Chief Financial Officer of the Corporation, or visit our website at www.suroco.com:
Telephone: (403) 232-6784
Facsimile: (403) 232-6747
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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 response to Vetra's 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.
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