/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
CALGARY, June 20, 2014 /CNW/ - Suroco Energy Inc. ("Suroco") (TSX-V:SRN) and Petroamerica Oil Corp. ("Petroamerica") (TSX-V:PTA) are pleased to announce that, in connection with Petroamerica's offer to acquire all of the issued and outstanding common shares of Suroco ("Suroco Shares") for consideration of an increased value equal to $0.80 per Suroco Share (the "Revised Petroamerica Offer"), Suroco has decided to waive the currently scheduled proxy cut-off time of 10 a.m. (Mountain Standard Time) on Monday, June 23, 2014 and accept proxies and voting instructions, including electronic voting, until the scheduled time for the meeting of the holders ("Suroco Shareholders") of Suroco Shares (the "Suroco Meeting"), being 10:00 a.m. (Mountain Standard Time) on Wednesday, June 25, 2014. This extension will allow holders of Suroco Shares who may have voted the blue proxy provided by Vetra Acquisition Ltd. against the plan of arrangement with Petroamerica (the "Arrangement") with additional time to submit a later dated MANAGEMENT FORM OF PROXY or MANAGEMENT VOTING INSTRUCTION FORM in favour of the Arrangement.
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.
Suroco will be distributing a Directors' Circular and Supplement to the Management Information Circular and Proxy Statement (the "Supplemental Circular") that will be mailed to each of the Suroco 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. Suroco Shareholders are advised to read the Supplemental Circular carefully and in its entirety, as it will contain important information regarding Suroco, Petroamerica and the Revised Petroamerica Offer.
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 (the "Information Circular")(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 (312) 588-4290), 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 Wednesday, 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 [email protected] 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 [email protected].
See the Information Circular 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 agreement to amend arrangement agreement dated June 19, 2014 giving effect to certain amendments to the Arrangement will also be posted on Suroco's profile on SEDAR in due course.
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.
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 Suroco Meeting 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 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 get all necessary approvals for completion of the Arrangement, possible delays in the holding of the Suroco Meeting 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Arrangement 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.
SOURCE: Petroamerica Oil Corp.
For further information: FOR FURTHER INFORMATION ABOUT SUROCO, PLEASE CONTACT: Alastair Hill, President and Chief Executive Officer; Travis Doupe, VP Finance and Chief Financial Officer; Tel Calgary, Canada: +1-403-232-6784, Email: [email protected], Web page: www.suroco.com; FOR FURTHER INFORMATION ABOUT PETROAMERICA, PLEASE CONTACT: Nelson Navarrete, President and Chief Executive Officer; Colin Wagner, Chief Financial Officer; Ralph Gillcrist, Chief Operating Officer and Executive Vice President; Tel Bogota, Colombia: +57-1-744-0644, Tel Calgary, Canada: +1-403-237-8300, Email: [email protected], Web Page: www.PetroamericaOilCorp.com