SRN

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Suroco Energy Inc. (TSX VENTURE:SRN) ("Suroco") is pleased to announce that it
has entered into an arrangement agreement (the "Arrangement Agreement") with
Petroamerica Oil Corp. ("Petroamerica") (TSX Venture Exchange: PTA) whereby
Petroamerica has agreed to acquire all of the issued and outstanding common
shares of Suroco (the "Suroco Shares") by way of a statutory plan of arrangement
under the Business Corporations Act (Alberta) (the "Arrangement"). Pursuant to
the terms of the Arrangement Agreement, holders of Suroco Shares ("Suroco
Shareholders") will receive 1.7627 common shares of Petroamerica ("Petroamerica
Shares") for each Suroco Share held (the "Exchange Ratio"). 


Based on Petroamerica's most recent closing price of CDN$0.325 per share on
April 25, 2014, the Exchange Ratio reflects a value of CDN$0.573 per Suroco
Share, representing a 36.4% premium over Suroco's closing price on April 22,
2014 of CDN$0.42 and a 66.6% premium over Suroco's 10-day volume weighted
average trading price. The Arrangement is expected to close on or around June
30, 2014, provided all required Suroco Shareholder, court, stock exchange and
regulatory approvals are obtained.


Mr. Alastair Hill, Suroco's President and Chief Executive Officer commented:
"The board of directors and management of Suroco are very pleased to have been
able to come to this agreement with Petroamerica. For Suroco's shareholders,
this merger will create a company with substantial scope and diversity, an
exciting amount of exploration activity and most importantly the financial
capability and the balance sheet to fund and execute a very meaningful program
in 2014 and beyond. Petroamerica has been successful in building a focused set
of exploration and production assets in the Llanos Basin with high netback
production and robust cashflow whilst Suroco has been successful in building a
solid production base with modest declines in the Putumayo Basin. Combining our
technical expertise and exploration ideas with Petroamerica's financial
capability will allow the combined company to capitalize on new opportunities
and should set the stage for impact additions to the exploration portfolio."


KEY ATTRIBUTES OF THE COMBINED COMPANY



--  Interests in nine E&P contracts focused on high netback light and medium
    oil exploration and production in the Llanos and Putumayo Basins in
    Colombia. 
--  Exposure to the prolific N Sand oil play in the Putumayo Basin, which is
    expected to fuel the future growth of the company. 
--  Production of approximately 8,967 barrels of oil equivalent per day (net
    before royalty) (March 2014 average). 
--  Proved and Probable reserves of approximately 8.0 million barrels of oil
    equivalent (net before royalty) with before-tax net present value
    (discounted at 10%) of approximately $284 million. 
--  Combined 2014 expected cash flow from operations of approximately $116
    million funds the combined capital expenditure program of approximately
    $85 million, resulting in free cash flow of approximately $30 million. 
--  Go-forward 2014 drilling program consisting of 12 wells this year; 6
    targeting high impact exploration and 6 lower risk appraisal and
    development wells, providing a number of near term catalysts. 
--  A substantial inventory of exploration prospects and leads to be worked
    up for future drilling to support future production growth. 
--  A strong balance sheet - it is anticipated that the combined company
    will have a cash balance of approximately $62 million at closing,
    providing opportunity to grow and consolidate in the region. 
--  Total debt of only $31.5 million. 
--  A market capitalization of approximately CDN$270 million based on
    Petroamerica's trading price of April 25, 2014 (assumes approximately
    832 million Petroamerica shares outstanding upon completion of the
    Arrangement). 
--  Suroco qualified as a restricted operator, and the combined company
    intends to apply to become an unrestricted operator.



CONFERENCE CALL AND WEBCAST INFORMATION 

Petroamerica will host a conference call and webcast to discuss this transaction
on Tuesday, April 29, 2014 beginning at 9:00 am Mountain Time. The telephone
number for the conference call is 866-906-1113 or 857-288-2559 (International).
To participate in the webcast you must register at
http://wsw.com/webcast/cc/pta.v.


THE ARRANGEMENT

Under the terms of the Arrangement, each Suroco Shareholder will receive
consideration of 1.7627 Petroamerica Shares per Suroco Share.


It is anticipated that Petroamerica will issue an aggregate of 237. million
Petroamerica Shares to Suroco Shareholders in connection with the Arrangement.
On closing, Petroamerica intends to repay Suroco's credit facility, of which not
more than US$21.5 million was drawn as at March 31, 2014. It is anticipated that
Petroamerica will have a cash balance of US$62 million, total debt of $31.5
million and approximately 832 million Petroamerica Shares outstanding upon
completion of the Arrangement. 


Pursuant to the Arrangement Agreement, all of Suroco's outstanding options will
be exercised in accordance with their terms, paid out in cash based on the
"in-the-money" amount or otherwise terminated prior to the closing of the
Arrangement. In addition, under the terms of the Arrangement Agreement, all
holders of Suroco warrants and contingent value rights will be entitled to
receive Petroamerica Shares, adjusted for the Exchange Ratio, in lieu of the
number of Suroco Shares otherwise issuable upon the exercise thereof.


Completion of the Arrangement is subject to customary closing conditions,
including requisite Suroco Shareholder, government and regulatory approvals. The
Arrangement will need to be approved by not less than two-thirds of the votes
cast by Suroco Shareholders, and by a majority of votes cast by Suroco
Shareholders after excluding the votes cast by shareholders who are excluded
shareholders under applicable securities requirements, in person or by proxy at
the annual and special meeting (the "Suroco Meeting") of Suroco Shareholders to
be held on or about June 25, 2014. The Arrangement also requires approval of the
TSX Venture Exchange, and of the Court of Queen's Bench of Alberta. 


The Arrangement Agreement provides for, among other things, a non-solicitation
obligation on the part of Suroco, with a customary "fiduciary out" provision
that entitles Suroco to consider and accept a superior proposal, and a right in
favour of Petroamerica to match any superior proposal. If the Arrangement
Agreement is terminated in certain circumstances, including if Suroco enters
into an agreement with respect to a superior proposal or if the board of
directors of Suroco withdraws or modifies its recommendation with respect to the
proposed Arrangement, Petroamerica is entitled to a termination payment in cash
of CDN$4 million. Suroco is also entitled to a reciprocal termination payment in
cash of CDN$4 million in certain circumstances. Upon completion of the
Arrangement, one additional director, to be agreed upon between Suroco and
Petroamerica, is expected to join the Petroamerica board, subject to TSX Venture
Exchange approval. A complete copy of the Arrangement Agreement will be
available under the respective issuer profiles for Suroco and Petroamerica on
SEDAR at www.sedar.com. 


The Suroco board of directors has unanimously approved the Arrangement Agreement
and, based on the verbal fairness opinion of its financial advisor, Peters & Co.
Limited, determined that the consideration to be received by the Suroco
Shareholders pursuant to the Arrangement is fair, from a financial point of
view, to Suroco Shareholders, determined that the Arrangement is in the best
interests of Suroco, and resolved to unanimously recommend that Suroco
Shareholders vote their Suroco Shares in favour of the Arrangement. The
directors and senior officers of Suroco and one Suroco Shareholder holding
greater than 10% of the outstanding Suroco Shares, who collectively hold 19.18%
of the issued and outstanding Suroco Shares, have entered into support
agreements to vote their Suroco Shares in favour of the Arrangement at the
Suroco Meeting.


The Petroamerica board of directors has unanimously approved the Arrangement
Agreement. Black Spruce Merchant Capital Corp. is acting as sole financial
advisor to Petroamerica with respect to the Arrangement. GMP Securities L.P. and
Canaccord Genuity Corp. are acting as strategic advisors to the Arrangement. GMP
Securities L.P. has provided a verbal fairness opinion with respect to the
Arrangement to the board of directors of Petroamerica. Approval of holders of
Petroamerica shares is not required to complete the Arrangement.


Full details of the Arrangement will be included in an information circular of
Suroco to be mailed to Suroco Shareholders in accordance with applicable
securities laws. A copy of the aforementioned information circular and related
documents will be filed under Suroco's issuer profile on SEDAR at www.sedar.com
at the applicable time.


For a complete description of Petroamerica's assets, business and financial
matters, please visit their website at www.petroamericaoilcorp.com and review
their publicly disclosed information available on Petroamerica's issuer profile
at www.sedar.com.


Definitions

For the foregoing discussions in this press release, the following terms have
the following respective meanings:




--  "Proved" reserves are those reserves that can be estimated with a high
    degree of certainty to be recoverable. It is likely that the actual
    remaining quantities recovered will exceed the estimated proved
    reserves. 
--  "Probable" reserves are those additional reserves that are less certain
    to be recovered than proved reserves. It is equally likely that the
    actual remaining quantities recovered will be greater or less than the
    sum of the estimated proved plus probable reserves. 
--  "barrels of oil equivalent" is at a conversion rate of 6,000 cubic feet
    ("cf") of natural gas for one barrel of oil and is based on an energy
    equivalence conversion method. Boe may be misleading, particularly if
    used in isolation. A boe conversion ratio of 6,000 cf: 1 barrel is based
    on an energy equivalence conversion method primarily applicable at the
    burner tip and does not represent a value equivalence at the wellhead. 



General

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 Suroco 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 Suroco and Petroamerica. 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 and successful completion of
the Arrangement, business strategy, priorities and plans, expected production,
the evaluation of certain prospects in which Suroco holds an interest, estimated
number of drilling locations, expected capital program (including its
allocation), production growth, reserves growth, the receipt of and the timing
of receipt of environmental licenses, the ability to sell crude volume 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. Business
priorities disclosed herein are objectives only and their achievement cannot be
guaranteed. Indicative capital estimates for 2014.


These assumptions, risks and uncertainties include, among other things, the
inability to obtain all necessary approvals for completion of the Arrangement;
assumptions inherent in current guidance; projected capital investment levels;
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 uncertainty of reserves estimates; the uncertainty of estimates
and projections relating to production, costs and expenses; the need to obtain
required approvals from regulatory authorities; product supply and demand;
market competition; risks in conducting foreign operations (for example, civil,
political and fiscal instability and corruption); and other factors, many of
which are beyond the control of Suroco and Petroamerica. You can find an
additional discussion of those assumptions, risks and uncertainties in Suroco's
and Petroamerica's respective 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
Suroco to predict all of these factors and to assess in advance the impact of
each such factor on Suroco's or Petroamerica'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 Suroco nor any other person assumes
responsibility for the accuracy and completeness of the forward-looking
statements.


Statements relating to "reserves" are deemed to be forward-looking statements or
information, as they involve the implied assessment, based on certain estimates
and assumptions, that the reserves described can be profitable in the future.
There are numerous uncertainties inherent in estimating quantities of proved
reserves, including many factors beyond the control of Suroco or Petroamerica,
as applicable. The reserve data included herein represents estimates only. In
general, estimates of economically recoverable oil and natural gas reserves and
the future net cash flows therefrom are based upon a number of variable factors
and assumptions, such as historical production from the properties, the assumed
effects of regulation by governmental agencies and future operating costs, all
of which may vary considerably from actual results. All such estimates are to
some degree speculative and classifications of reserves are only attempts to
define the degree of speculation involved. 


The assumptions relating to reserves and resources are contained in the reports
of GLJ Petroleum Consultants Ltd. for Suroco and Petroamerica each dated
effective December 31, 2013. The estimates of reserves and future net revenue
for individual properties in this news release may not reflect the same
confidence level as estimates of reserves and future net revenue for all
properties, due to the effects of aggregation.


The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed 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. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
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)
www.suroco.com

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