Suroco and Petroamerica Announce the Extension of the Proxy Cut-Off
Date for the Suroco Meeting to Wednesday June 25 at 10:00 A.M.
(MST)
CALGARY, ALBERTA--(Marketwired - Jun 20, 2014) -
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, 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
askus@georgeson.com 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
askus@georgeson.com.
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.
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 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.
Suroco Energy Inc.Alastair HillPresident and Chief Executive
OfficerSuroco Energy Inc.Travis DoupeVP Finance and Chief Financial
OfficerTel Calgary, Canada: +1-403-232-6784info@suroco.com /
www.suroco.comPetroamerica Oil Corp.Nelson NavarretePresident and
Chief Executive OfficerPetroamerica Oil Corp.Colin WagnerChief
Financial OfficerPetroamerica Oil Corp.Ralph GillcristChief
Operating Officer and Executive Vice PresidentTel Bogota, Colombia:
+57-1-744-0644Tel Calgary, Canada:
+1-403-237-8300investorrelations@pta-oil.com /
www.PetroamericaOilCorp.com