/NOT FOR DISCLOSURE IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES/
TORONTO, July 3, 2013 /CNW/ - ADIRA ENERGY LTD. (TSXV: ADL) (OTCBB: ADENF) (FRANKFURT: AORLB8). Adira Energy Ltd. ("Adira" or the "Company") is pleased to announce that it has entered into an irrevocable and
conditional subscription agreement for a non-brokered private placement
(the "Offering") of $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") on a non diluted basis. PI is an investment group that is managed by
Mr. Prentis B. Tomlinson who is also the principal owner of Pelagic
Exploration Company; a Cayman Island based exploration company that has
held interests in several licenses offshore Israel.
Gadi Levin, Chief Financial Officer of Adira commented, "Adira is delighted to welcome PI as an investor. Its principal, Mr.
Prentis B. Tomlinson, has a wide and varied career spanning more than
four decades across natural resource development and management. Mr.
Tomlinson founded and directed a number of successful E&P companies
operating in the U.S. onshore and offshore Gulf Coast, and
internationally in Kurdistan and the East Mediterranean, including
Israel. Additionally, Mr. Tomlinson was the founder and owner of TGS
Geophysical Inc. that subsequently merged with NOPEC SA forming
TGS-NOPEC, a public company traded on the Oslo Stock Exchange. This
financing follows the agreement reached by the Gabriella license
participants to progress the license."
Prentis Tomlinson, President and Chief Executive Officer of PI commented: "We are delighted to make this investment into Adira. The development of
the Company's interests in the Gabriella and Yitzhak licenses provide a
unique opportunity to access a material stake in large contingent and
prospective resources in highly fractured Middle Jurassic carbonates on
these Syrian Arc structures."
Coinciding with the Offering, the Company intends to consolidate the
Common Shares on a basis of three pre-consolidation Common Shares for
one post-consolidation Common Share (the "Consolidation"). The securities issued in connection with the Offering will be priced
at a pre-Consolidation price per Common Share of $0.027. Post
consolidation, approximately 61,728,395 Common Shares will be issued at
a price of $0.081 per Common Share.
The acquisition of 50.4% of the Common Shares by PI will result in the
creation of a new Control Person (as such term is defined under the
policies of the TSX Venture Exchange).
The completion of the Offering, the Consolidation and the creation of a
new Control Person is subject to the receipt of shareholder approval
and all required regulatory approvals, including acceptance by the TSX
Venture Exchange. Shareholder approval will be sought at the annual
general and special meeting of shareholder of Adira to be held on
August 7, 2013.
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.
For further information:
Exec. Vice President
+1 416 250 1955
Chief Financial Officer
+972 3 373 0166