TORONTO, July 14, 2014 /CNW/ - ADIRA ENERGY LTD. (TSXV:
ADL) (OTCBB: ADENF) (FRANKFURT:
0AM1). Adira Energy Ltd. ("Adira" or the
"Company") is pleased to announce that it has arranged a
non-brokered private placement of US$60,000 through the issue of 1,200,000 common
shares of the Company (each, an "Offering Share") at a price
of US$0.05 per Offering Share (the
"Offering"). The closing of the Offering is expected to
occur on or about July 23, 2014. The
securities issued under this private placement will be subject to a
statutory four month and one day hold period and the net proceeds
will be used for working capital purposes. Completion of the
Offering is subject to the receipt of all required regulatory
approvals, including acceptance by the TSX Venture Exchange.
The securities offered 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, 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.
Corporate Update
Over the past year, the Company has undertaken an initiative to
reduce overhead costs, cut capital expenses and settle accounts
with creditors. As a function of this initiative, the Company has,
among other things, dismissed key personnel, reduced salaries of
employees, and terminated leases. Additionally, the Company has
entered into a settlement agreement with Jeffery E. Walter, the Company's former Chief
Executive Officer, pursuant to which the Company has issued 270,000
common share purchase warrants (each, a "Warrant"). Each
Warrant entitles the holder thereof to acquire one common share of
the Company (a "Warrant Share") at a price of $0.10 for a period of 36 months, expiring on
July 14, 2017. The Warrants are, and
the Warrant Shares issued upon exercise of the Warrants will be,
subject to resale restrictions pursuant to applicable securities
law requirements and notably to a hold period of four months plus
one day from the date that they were issued, expiring on
November 15, 2014.
Adira further announces that it intends to seek the approval of
its shareholders at its annual and special meeting of shareholders
to be held on Tuesday, August 12,
2014 (the "Meeting"), to amend the Articles of the
Corporation to consolidate the issued and outstanding common shares
of the Company (the "Common Shares") on the basis of one (1)
post-consolidation Common Share for up to every five (5)
pre-consolidation Common Shares (the "Consolidation"),
if deemed desirable by the Board of Directors of the Company (the
"Board"). The Board will thus have the authority to
determine whether to implement the Consolidation and, if so, to
determine the actual consolidation ratio. The Corporation believes
that benefits of the Consolidation may include, among other things,
that a smaller number of Common Shares trading at a higher price
will make the Corporation more attractive to potential investors,
and could further enhance the value and liquidity of the Common
Shares. The name of the Company will not be changed in conjunction
with the Consolidation.
There are currently 60,260,318 issued and outstanding Common
Shares. If the Consolidation is approved at the Meeting and
implemented by the Board, assuming a maximum ratio of 5:1, the
number of Common Shares issued and outstanding following the
Consolidation will be approximately 12,052,063.
For additional details regarding the Consolidation, please see
the Company's management information circular dated July 10, 2014, prepared in connection with the
Meeting which is available for review under the Company's SEDAR
profile.
The proposed Consolidation is subject to shareholder approval
and to TSX Venture Exchange acceptance.
Finally, Adira announces that further to its news release dated
October 25, 2014, due to the lack of
funding required to finance the litigation related to the Company's
claim against Pelagic Investments Ltd. and Prentis B. Tomlinson Jr. for breach of contract,
intentional interference with economic relations and intentional
misrepresentation, the Corporation has consented to the dismissal
of the action on a without costs basis.
About Adira Energy Ltd.
Adira Energy Ltd. is an oil and gas company which is focused in
the Eastern Mediterranean. The Company has two petroleum
exploration licenses offshore Israel; the Yitzhak license, located 17 km
offshore between Hadera and Netanya and the Gabriella license,
located 10 km offshore between Netanya and Ashdod. 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.