/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES./
TORONTO,
April 4, 2012 /PRNewswire/ - ADIRA
ENERGY LTD. (TSXV: ADL) (OTCBB: ADENF) (FRANKFURT: AORLB8). Adira Energy
Ltd. ("Adira" or the "Company") is pleased to
announce that it has filed a preliminary short form prospectus with
the securities regulatory authorities in Ontario, British
Columbia and Alberta, in
connection with a fully marketed public offering of common shares
(the "Offering"). The Offering will also be made in
such other jurisdictions outside of Canada, including the United States and the United Kingdom, where the Offering can be
completed on a private placement basis, exempt from any prospectus,
registration or other similar requirements.
The Offering will be conducted on a best efforts
agency basis with GMP Securities L.P. and Cormark Securities Inc.
acting as co-lead agents, together with a syndicate including
Clarus Securities Inc. and FirstEnergy Capital Corp. (collectively
the "Agents"). PowerOne Capital Markets Limited is
acting as a member of the selling group in connection with the
Offering.
The Company expects that gross proceeds of the
Offering will be approximately C$15
million, however the final terms of the Offering, including
size and price, will be determined in the context of the
market.
The Agents shall also have the option to
purchase from the Company up to that number of additional common
shares equal to 15% of the number of common shares issued under the
Offering, exercisable in whole or in part any time from and
including the closing date of the Offering for a period of 30 days
following the Offering.
The Company intends to use the net proceeds from
the Offering to advance the Company's exploration activities on the
Gabriella Licence and Yitzhak
Licence, to pursue its 2012 exploration and development
program, and for general corporate purposes.
The Offering is subject to the receipt of all
applicable regulatory approvals, including approval of the TSX
Venture Exchange. Closing of the Offering is expected to
occur on or about April 25, 2012.
The securities referred to in this press release
have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
in the United States or to, or for
the account or benefit of, U.S. persons absent registration or an
applicable exemption from registration requirements. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities. Any public offering of
securities in the United States
must be made by means of a prospectus containing detailed
information about the company and management, as well as financial
statements.
About Adira Energy Ltd.
Adira Energy Ltd. is an oil and gas company
which focuses offshore Israel. The
Company has three petroleum exploration licenses; the Gabriella,
Yitzhak and Samuel Licenses. These licenses are located
respectively 10 km offshore between Netanya and Ashdod, 17 km
offshore between Hadera and Netanya and adjacent to the coast
between Ashkelon and Bat-Yam.
The Company has received two resource reports
related to the Gabriella and the Yitzhak licenses, prepared by
Netherland Sewell & Associates
Inc. and titled "Estimates of Unrisked Contingent and Prospective
Resources to the Adira Energy Ltd. Interest in Discoveries and
Prospects located in Block 387 (Gabriella) Offshore Israel" dated
March 1, 2012 and "Estimates of
Unrisked Prospective Resources to the Adira Energy Ltd. Interest in
Certain Prospective Reservoirs located in Block 380 (Yitzhak)
Offshore Israel" dated March 1, 2012.
Both reports are available at www.SEDAR.com.
Forward-Looking Statement Disclaimer
This press release includes certain statements
that may be deemed "forward-looking statements". All statements in
this press release, other than statements of historical facts,
including but not limited to statements regarding the anticipated
size of the offering, completion of the offering, the use of
proceeds and TSX Venture Exchange approval, are forward-looking
statements. Although the Company believes the expectations
expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of
future performance, and actual results or developments may differ
materially from those in the forward-looking statements. Factors
that could cause actual results to differ materially from those in
forward-looking statements include an adverse change in financial
market conditions, a reallocation of the stated use of proceeds by
management, and such other risk factors as are described in the
preliminary prospectus. Forward-looking statements are based on the
Company's internal projections, estimated or beliefs, concerning,
among other things an outlook on the estimated amounts and timing
of exploration work and capital expenditures or other expectation,
beliefs, plans, objectives, assumption, intentions or statements
about future events or performance, which are considered by
management to be reasonable at the time made. Actual events
or results may differ materially. Although the Company believes
that the expectations reflected in the statements are reasonable,
it cannot guarantee future results since such results are
inherently subject to significant business, economic, corporate,
political and social uncertainties and contingencies. Many factors
cause the Company's actual results to differ materially from those
expressed or implied in any forward looking statements made by, or
on behalf of, the Company and the foregoing stated factors are not
exhaustive. The statements contained herein are made as of the date
hereof and the Company disclaims any intent or obligation to update
publicly any forward looking statements, whether as a result of new
information, future events or results or otherwise, except as
required by applicable law. Company shareholders and potential
investors should carefully consider the information contained in
the Company's filing with Canadian securities administrators at
www.sedar.com before making investment decisions with regard to the
Company.
Neither the 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 Adira Energy Ltd.