Suroco Energy Inc.

Suroco Energy Inc.

June 10, 2014 09:00 ET

Suroco Energy Inc. Responds to Hostile Proposal

CALGARY, ALBERTA--(Marketwired - June 10, 2014) -


Suroco Energy Inc. (TSX VENTURE:SRN) ("Suroco" or the "Corporation") is responding to the June 9, 2014 press release of Vetra Acquisition Ltd. ("Vetra"), a wholly owned subsidiary of VETRA Holding S.a.r.l., wherein it announced an offer to acquire the issued and outstanding common shares of Suroco at $0.60 per share. Vetra's offer and takeover bid circular was filed on Suroco's profile on SEDAR at on the evening of June 9, 2014. As such, the Board of Directors is carefully considering the offer, with assistance of its independent financial and legal advisors, and anticipates being in a position to respond in a short period of time.

Given the foregoing, Suroco urges shareholders to not deposit any common shares to the Vetra offer, not take any other action concerning the offer from Vetra and not complete any proxy or letter of transmittal provided by Vetra, until shareholders have received further communication from the Board of Directors of Suroco.

There are numerous inaccuracies in the aforementioned Vetra press release that Suroco will address when it makes further communication to shareholders.

As Suroco announced on April 28, 2014, the Corporation has entered into an agreement with Petroamerica Oil Corp. ("Petroamerica") to sell all of the Corporation's issued and outstanding common shares to Petroamerica by way of a statutory plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). Pursuant to the terms of the agreement with Petroamerica, holders of common shares of Suroco will receive 1.7627 common shares of Petroamerica for each common share of Suroco held. Shareholders of Suroco are urged to carefully review the Corporation's Information Circular and Proxy Statement dated May 27, 2014 that has been sent to shareholders and can be found on Suroco's profile on SEDAR at The Information Circular and Proxy Statement provides a detailed description of the Arrangement, as well as detailed information regarding Suroco and Petroamerica.

Suroco has engaged Georgeson Shareholder Communications Canada, Inc. as its information agent and to provide proxy solicitation services.


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, the timing of 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction with Petroamerica or offer from Vetra 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.

Contact Information

  • Suroco Energy Inc.
    Alastair Hill
    President and Chief Executive Officer
    (403) 232-6784
    (403) 232-6747 (FAX)

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