TSX.V: ADL
TORONTO,
Sept. 11, 2013 /CNW/ - ADIRA
ENERGY LTD. (TSXV: ADL) (OTCBB: ADEND) (FRANKFURT: 0AM). Adira Energy Ltd.
("Adira" or the "Company") today announces that
Pelagic Investments Ltd. ("PI") has breached the
subscription agreement (the "Subscription Agreement")
between PI and the Company by failing to submit the subscription
funds to Adira. As a result, the US$5
million private placement (the "Offering"), as
previously announced on July 3, 2013,
has been terminated. The Company has fulfilled all of the
conditions of the Offering, but notwithstanding various
undertakings by PI and its principal, Prentis B. Tomlinson Jr., as well as numerous
demands by Adira for the fulfillment of the payment obligations, PI
has not satisfied such obligations. The Company now intends to
vigorously pursue legal action against PI and Mr. Tomlinson Jr.
The Company further announces that due to PI's
breach of the Subscription Agreement, it was unable to meet its
obligations under the settlement agreement amongst the Company,
Modi'in Energy Ltd. ("Modi'in") and Brownstone Energy Inc.,
as previously announced on July 1,
2013. Adira may, at the request of Modi'in, be required to
relinquish its interest in the Gabriella License. To date, such
request has not been made. The Company's interests in the Yitzchak
and Samuel Licenses are not affected by the settlement
agreement.
The Company further announces that it is
arranging a non-brokered private placement of up to CAD$1 million comprised of up to 20,000,000 units
(the "Units") at a price of $0.05 per Unit (the "Private Placement").
The Company has received conditional commitments from certain
subscribers for an aggregate of $250,000. Each Unit will consist of one common
share and one common share purchase warrant exercisable at
$0.10 for 24 months from the date of
closing of the Private Placement. The securities issued under the
Private Placement will be subject to a 4 month hold period. The net
proceeds will be used for working capital purposes.
Closing of the Private Placement is expected to
occur on or around September 30,
2013. In connection with the Private Placement, Adira may
pay a finder's fee consisting of cash and/or compensation units on
terms to be agreed upon on an individual basis. Completion of the
Private Placement is subject to the receipt of all required
regulatory approvals, including acceptance by the TSX Venture
Exchange.
Adira further announces that in light of the
termination of the Offering, the Corporation has made additional
corporate expense cuts. Also, Mr. Jeffrey
E. Walter has stepped down as Chief Executive Officer,
effective immediately, to pursue other projects. The Board thanks
Mr. Walter for his contributions to Adira.
The securities referred to in connection with
the Private Placement 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.
Update on Regional Activity
Shemen Oil and Gas Resources Ltd. (SMOG:TASE), a
Tel Aviv Stock Exchange listed oil and gas exploration company,
holding 78% of the Shemen license, offshore Israel, made an announcement on September 8, 2013, that its Operator, Caspian
Drilling Company Ltd., reported indications of oil at the offshore
Yam-3 well, 16 kilometers (10 miles) from the port city of Ashdod.
Signs of high quality oil were found after drilling reached the
target level of around 5,700 meters and after logging tests and
that the net thickness of the target strata is 68 meters. Shemen
will undertake production testing at the well. The Shemen License
is directly south of and contiguous to Adira's Gabriella and
Yitzchak Licenses. The Company has relied on the public disclosure
of Shemen Oil and Gas Resources Ltd. and has not independently
verified the results disclosed in the abovementioned
announcement.
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.