Suroco Energy Inc. announces agreement to acquire interests in oil and gas properties in Colombia



    /NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/

    CALGARY, Jan. 7 /CNW/ - Suroco Energy Inc. (TSX Venture Exchange: SRN)
(the "Corporation") is pleased to announce that it has entered into a letter
agreement (the "Letter Agreement) dated effective December 28, 2007, for the
arm's length acquisition (the "Proposed Transaction") of interests in the
Suroriente Block and Arjona Field in Colombia currently held by Alentar
Holdings Inc. ("Alentar"), in exchange for 6,400,000 common shares in the
capital of the Corporation at a deemed price of US$1.00 per share.
    The Board of Directors and management of the Corporation feel strongly
that the Proposed Transaction will result in a number of benefits and
opportunities to the Corporation. The Proposed Transaction will result in
greater participating interests for the Corporation in the Suroriente Block
and Arjona Field in Colombia and synergies that may not have been available in
respect of those participating interests, solely upon the acquisition by the
Corporation of NCT Corporacion Petrolera Latinoamericana S.L. (the "NCT
Transaction"), as previously disclosed in the Corporation's December 12, 2007
press release.
    As described in greater detail below, upon completion of the Proposed
Transaction and the NCT Transaction, the Corporation will hold a direct and
indirect participation of approximately 30.4% in the Consorcio Colombia Energy
("CCE"). CCE has a 52% participating interest in the Suroriente Block pursuant
to the "Crude Oil Incremental Production Contract" it has entered into with
Empresa Colombiana de Petroleos ("ECOPETROL"). The Suroriente Block
(36,528 hectares) is located in the southeast sector of the Putumayo River and
south by the San Miguel River on the Columbian side of the border with
Ecuador. At current production rates, a 30.4% participation in CCE would
entitle the Corporation to approximately 255 barrels per day of production
resulting from the interest in the Suroriente Block.
    Similarly, upon completion of the Proposed Transaction and the NCT
Transaction, the Corporation will hold an indirect participation of 50% in the
VETRA-NCT Consortium. The VETRA-NCT Consortium has a 65% participating
interest in the Arjona Field pursuant to the "Operational Contract for Risk
Production of Discovered, Undeveloped and Inactive Fields" it has entered into
with ECOPETROL. The Arjona Field (11,891 hectares) is part of the Chimichagua
block, located in the department of Cesar, in the midst of the Central and the
Eastern Mountain Ranges in the Valle Inferior del Magdalena basin in Colombia.
Currently, the Arjona Field is being evaluated in order to conclude a seismic
campaign and determine a comprehensive development program.
    Upon completion of the Proposed Transaction, one nominee of Alentar, Mr.
Juan Szabo, will be added to board of directors of the Corporation.
    Mr. Szabo is currently a consultant to Alentar. Mr. Szabo is a Mechanical
Engineer with a Master of Science degree from the University of Houston. He
has 38 years of experience in the international hydrocarbon business. Mr.
Szabo has been member of the Board of Directors of PDVSA Petroleo & Gas,
Pequiven S.A. and Citgo Petroleum and has held the following executive
positions: Chief Financial Officer of Petroleos de Venezuela S.A., President
of Corporacion Venezolana del Petroleo and Executive Vice-President of
Exploration and Production of Petroleos de Venezuela S.A. After retiring from
Petroleos de Venezuela S.A., Mr. Szabo has acted as advisor to several
national and international corporations. Mr. Szabo is fluent in Spanish,
English and Hungarian.
    Pursuant to the terms of the Letter Agreement and subject to receipt of
applicable regulatory approval, the Corporation intends to acquire Alentar's
interest in the Suroriente Block by acquiring 35% of the outstanding
securities of NCT P&G Corporation held by Alentar, a company incorporated
under the laws of Barbados. NCT Corporacion Petrolera Latinoamericana S.L.
holds the remaining 65% of outstanding securities of NCT P&G Corporation,
which the Corporation will also hold, indirectly, upon completion of the NCT
Transaction. NCT P&G Corporation holds an approximate indirect participation
of 30.4% in the CCE.
    Pursuant to the terms of the Letter Agreement and subject to receipt of
applicable regulatory approval, the Corporation intends to acquire Alentar's
interest in the Arjona Field by assignment of Alentar's interest in an
agreement between Alentar and NCT Estudios y Proyectos, C.A., whereby Alentar
holds absolute rights to the profits or losses resulting from NCT Estudios y
Proyectos, C.A.'s entire 25% participation in the VETRA-NCT Consortium. The
closing of the Proposed Transaction is subject to a number of conditions
including, but not limited to:

    
    (a) execution of any other documentation reasonably required to close the
        Proposed Transaction, in a form and substance acceptable to the
        Corporation and Alentar, including, but not limited to, a mutually
        accepted definitive agreement incorporating the terms hereof and
        other terms customary of a transaction of this nature by January 31,
        2008, unless extended by mutual written agreement;

    (b) receipt of all necessary consents, approvals, exemptions and
        authorizations of governmental bodies and other interested third
        parties, including, but not limited to, approval of the Proposed
        Transaction by the TSX Venture Exchange;

    (c) the approval of the Corporation's and Alentar's board of directors;

    (d) all necessary securityholder approvals being received;

    (e) the Corporation and Alentar having agreed to an amount and the form
        of payment of such amount, to be paid to Alentar, which amount
        represents the proceeds owed to Alentar from its participation in CCE
        and the VETRA-NCT Consortium accrued before closing of the Proposed
        Transaction; and

    (f) each issue raised by any due diligence investigation which materially
        affects the interests of Alentar in the Suroriente Block and Arjona
        Field or the business and financial condition of the Corporation
        being remedied or addressed to the other party's satisfaction, acting
        reasonably. There are currently 27,366,606 common shares of the
        Corporation outstanding. Upon closing of the Proposed Transaction,
        the Corporation will have 33,766,606 common shares outstanding.
    

    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 Western Canada. The Corporation's common shares trade on the
TSX Venture Exchange under the symbol SRN.

    The TSX Venture Exchange has in no way passed on the merits of the
Proposed Transaction and has neither approved nor disapproved the contents of
the press release. There can be no assurance that the Proposed Transaction
will be completed as proposed or at all. Trading in the securities of the
Corporation should be considered highly speculative.

    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this press release.





For further information:

For further information: please contact Jeffrey Scott, President and
Chief Executive Officer of the Corporation, Telephone: (403) 232-6252,
Facsimile: (403) 264-7455

Organization Profile

SUROCO ENERGY INC.

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