Report of Foreign Issuer (6-k)
October 06 2014 - 1:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2014
Commission File No. 000-30087
ADIRA ENERGY LTD.
(Translation of registrant's name into English)
120 Adelaide Street West, Suite 800, Toronto, Ontario,
Canada M5H 1T1
(Address of principal executive office)
[Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F]
Form 20-F
[X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes [ ]
No [X]
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): N/A
SUBMITTED HEREWITH
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
ADIRA ENERGY LTD.
Date: October 6, 2014
/s/ Alan Friedman
________________________________________
Alan Friedman
Executive
Vice President, Corporate Development
|
Suite 800 - 120 Adelaide
St. W |
Toronto, Ontario
|
M5H 1T1 |
www.adiraenergy.com
|
t. 416.361.2211
|
f.416.361.6455
|
TSX.V: ADL
|
News Release
ADIRA ENERGY COMPLETES SHARE CONSOLIDATION AND
ANNOUNCES EXPIRATION OF THE GABRIELLA
LICENSE
TORONTO, September 29, 2014 /CNW/ - ADIRA ENERGY LTD. (TSXV:
ADL) (OTCBB: ADENF) (FRANKFURT: 0AM1). Adira Energy Ltd. (Adira or
the Company) announces that, further to its news release dated July 14,
2014, the TSX Venture Exchange (the Exchange) has approved the
consolidation of the Companys issued and outstanding common shares (the
Shares) on the basis of one (1) post-consolidation Share for every five
(5) pre-consolidation Shares (the Consolidation).
The Consolidation will be effective September 29, 2014, (the
Effective Date) and the Shares will begin trading on a consolidated
basis on Wednesday, October 1, 2014. The Consolidation was approved by
shareholders at the Companys Annual and Special Meeting held on August 12,
2014. The 61,460,318 pre-Consolidation Shares will be consolidated to 12,292,021
post-Consolidation Shares. No fractional Shares will be issued as a result of
the Consolidation. Any resulting fractional post-Consolidation Shares will be
rounded down to the nearest whole Share. The exercise price and the number of
Shares issuable under any of the Companys outstanding Share purchase warrants
and incentive stock options will be proportionately adjusted to reflect the
Consolidation. For a period of approximately two weeks following the Effective
Date, the Companys symbol on the OTCBB will be changed to ADEND.
The Company has been informed by its joint venture partner that
the Petroleum Commissioner in the Ministry of National Infrastructure, Energy
and Water of the State of Israel provided notice that Petroleum License No. 378
(the Gabriella License) has expired due to the milestones in the work
program not being achieved. Notice was also provided that the Yam Hadera License
has expired for the same reasons. The Company held a 15% interest in the
Gabriella License and had an option to acquire up to a 15% interest in the Yam
Hadera License. The Company continues to hold a 15% interest in Petroleum
License No. 380 (the Yitzhak Licence).
About Adira Energy Ltd.
Adira Energy Ltd. is an oil and gas company which is focused in
the Eastern Mediterranean. The Company has one petroleum exploration licenses
offshore Israel, the Yitzhak license, located 17 km offshore between Hadera and
Netanya.
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 Companys 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 Companys 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 Companys filing with Canadian securities administrators at www.sedar.com
before making investment decisions with regard to the Company.
1
For more information contact:
Canada
Alan Friedman
Exec. Vice President
afriedman@adiraenergy.com
+1 416 250 1955
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.
2
FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1 |
Name and Address of
Company |
|
|
|
Adira Energy Ltd. (the
Company) |
|
120 Adelaide Street West |
|
Suite 800 |
|
Toronto, ON |
|
M5H 1T1 |
|
|
ITEM 2 |
Date of Material Change |
|
|
|
September 29, 2014 |
|
|
ITEM 3 |
News Release |
|
|
|
A news release was disseminated on September 29, 2014
through CNW Group Ltd. |
|
|
ITEM 4 |
Summary of Material Change |
|
|
|
The Company has completed a consolidation of its issued
and outstanding common shares (the Shares) on the basis of one
(1) post-consolidation Share for every five (5) pre-consolidation Shares
(the Consolidation). |
|
|
ITEM 5 |
Full Description of Material Change |
|
|
|
The Company has completed a consolidation of its issued
and outstanding Shares on the basis of one (1) post-consolidation Share
for every five (5) pre-consolidation Shares. |
|
|
|
The Consolidation was effective September 29, 2014, and
the Shares began trading on a consolidated basis on Wednesday, October 1,
2014. The Consolidation was approved by shareholders at the Companys
Annual and Special Meeting held on August 12, 2014. The 61,460,318
pre-Consolidation Shares were consolidated to 12,292,021 post-
Consolidation Shares. No fractional Shares were issued as a result of the
Consolidation. Any resulting fractional post-Consolidation Shares were
rounded down to the nearest whole Share. The exercise price and the number
of Shares issuable under any of the Companys outstanding Share purchase
warrants and incentive stock options were proportionately adjusted to
reflect the Consolidation. |
|
|
ITEM 6 |
Reliance on Section 7.1(2) of National Instrument
51-102 |
|
|
|
N/A |
|
|
ITEM 7 |
Omitted Information |
|
|
|
N/A |
|
|
ITEM 8 |
Executive Officer |
|
|
|
For further information, please
contact: |
|
Alan Friedman, Executive
Vice-President Corporate Development |
|
|
|
(416) 250- 1955 |
|
|
ITEM 9 |
Date of Report |
|
|
|
October 1, 2014
|
FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1 |
Name and Address of
Company |
|
|
|
Adira Energy Ltd. (the
Company) |
|
120 Adelaide Street West |
|
Suite 800 |
|
Toronto, ON |
|
M5H 1T1 |
|
|
ITEM 2 |
Date of Material Change |
|
|
|
September 27, 2014 |
|
|
ITEM 3 |
News Release |
|
|
|
A news release was disseminated on September 29, 2014
through CNW Group Ltd. |
|
|
ITEM 4 |
Summary of Material Change |
|
|
|
Petroleum License No. 378 (the Gabriella
License) has expired due to the milestones in the work program not
being achieved. |
|
|
ITEM 5 |
Full Description of Material Change |
|
|
|
The Company has been informed by its joint venture
partner that the Petroleum Commissioner in the Ministry of National
Infrastructure, Energy and Water of the State of Israel provided notice
that the Gabriella License has expired due to the milestones in the work
program not being achieved. Notice was also provided that the Yam Hadera
License has expired for the same reasons. The Company held a 15% interest
in the Gabriella License and had an option to acquire up to a 15% interest
in the Yam Hadera License. |
|
|
ITEM 6 |
Reliance on Section 7.1(2) of National Instrument
51-102 |
|
|
|
N/A |
|
|
ITEM 7 |
Omitted Information |
|
|
|
N/A |
|
|
ITEM 8 |
Executive Officer |
|
|
|
For further information, please contact: |
|
|
|
Alan Friedman, Executive Vice-President Corporate
Development |
|
|
|
(416) 250- 1955 |
|
|
ITEM 9 |
Date of Report
|
October 1, 2014
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