TSX.V: ADL
TORONTO,
Aug. 7, 2013 /CNW/ - ADIRA ENERGY
LTD. (TSXV: ADL) (OTCBB: ADENF) (FRANKFURT: AORLB8). Adira Energy
Ltd. ("Adira" or the "Company") is pleased to
announce that shareholders have voted in favour of all items of
business brought before them at the Company's Annual and Special
Meeting held on August 7, 2013, in
Toronto, ON (the
"Meeting").
The business brought before the Meeting includes
the approval of the non-brokered private placement (the
"Offering") of US$5,000,000
with Pelagic Investments Limited ("PI"), which will result
in PI acquiring approximately 50.4% of the issued and outstanding
common shares of Adira (the "Common Shares"); the approval
of the consolidation (the "Consolidation") of the Common
Shares; the election of Dennis
Bennie, Alan Friedman,
Colin Kinley and Alan Rootenberg to the board of directors of the
Company; the re-appointment of the Company's auditors; and the
approval of the Company's stock option plan.
The Offering remains subject to certain
conditions, including final acceptance by the TSX Venture Exchange
(the "Exchange") and the Consolidation. The proposed
Consolidation will be completed on a basis of one (1)
post-Consolidation Common Share for every three (3)
pre-Consolidation Common Shares. As a result of the Consolidation,
the issued and outstanding Common Shares will be reduced from
180,781,093 Common Shares to approximately 60,260, 318. The name of
the Company will not be changed in conjunction with the
Consolidation. No fractional Common Shares will be issued as a
result of the Consolidation. Any resulting fractional
post-Consolidation Common Shares will be rounded down to the
nearest whole Common Share. No Compensation will be issued to
shareholders as a result of rounding down. The Consolidation
remains subject to the approval of the Exchange.
A full description of all of the matters brought
before the Meeting is contained in the Company's Information
Circular, dated July 10, 2013,
available under the Company's profile on www.sedar.com.
The securities referred to in connection with
the Offering 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 within the United
States or to, or for the account or benefit of, U.S. persons
absent U.S. registration or an applicable exemption from the U.S.
registration requirements. This news release does not constitute an
offer for sale of securities for sale, nor a solicitation for
offers 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 is focused in the Eastern Mediterranean. The Company has
three petroleum exploration licenses offshore Israel; 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 also has an
option on the Yam Hadera License, offshore Israel, which is located 30 kilometers
offshore Israel, between Hadera
and Haifa and North West of
Adira's Yitzhak license.
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, 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.
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.