AMG announces Adira Energy Corp. has engaged Sandfire Securities Inc. for a private placement of a minimum of $2 million



    
    /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES./

    OTCBB: AMGOF
    

    VANCOUVER, May 28 /CNW/ - AMG OIL LTD. (OTCBB: AMGOF) (the "Company") is
pleased to announce that, further to the letter of intent it has signed with
Adira Energy Corp. ("Adira Energy"), a company incorporated in the province of
Ontario, holding interests in certain petroleum rights in Israel (the
"Proposed Transaction"), Adira Energy has engaged Sandfire Securities Inc.
("Sandfire") to act as lead agent in a brokered offering of a minimum of
8,000,000 units ("Units") at US$0.25 per Unit (the "Private Placement").
Completion of the Private Placement is a condition to the closing of the
Proposed Transaction.
    Each Unit shall consist of one (1) common share in Adira Energy and one
half (1/2) of one warrant, each full warrant entitling the holder to acquire
an additional common share at a price of US$0.50 per common share for a period
of 24 months from the closing of the Private Placement. The Units will be
exchanged for units in the issuer resulting upon completion of the Proposed
Transaction (the "Resulting Issuer") on a one for one basis. Warrants in the
Resulting Issuer will include an acceleration provision; if the closing price
of common shares of the Resulting Issuer for any period of 20 consecutive
trading days exceeds US$1.00 per common share (the 20th day of such trading
period, the "Acceleration Date"), their expiry date will become the date that
is 30 days after the Acceleration Date. In the event the Resulting Issuer is
listed on an exchange in Canada, the closing price for determining
acceleration and the exercise price of the warrants shall each be in Canadian
dollars based on the exchange rate as of the date of the closing of the
Proposed Transaction. Sandfire and participants in the selling group will
receive a cash commission equal to 7% of the aggregate proceeds of the issue
of Units resulting from orders introduced and confirmed to the Company and
compensation options which will entitle them to purchase additional common
shares of the Resulting Issuer equal to 7% of the aggregate number of Units
sold in the Private Placement at a price of US$0.25 per common share for the
two year period following closing. Sandfire will also receive a success fee
and compensation for certain expenses.
    Subscriptions to the Private Placement will be held in escrow by a third
party until all other conditions to the Proposed Transaction have been
fulfilled, and if such conditions are not fulfilled, subscription funds shall
be returned to each subscriber.

    The securities have not been registered under the Securities Act of 1933,
as amended (the "U.S. Securities Act"), or any state securities laws, and may
not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the U.S. Securities
Act. Securities purchased by U.S. investors pursuant to exemptions from the
registration requirements may not be resold within the United States other
than pursuant to further exemptions from the registration requirements.
Securities issued by the Resulting Issuer will not be registered under the
U.S. Securities Act and may not be resold in the United States other than
through exemptions from the registration requirements of the U.S. Securities
Act. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities
in any State in which such offer, solicitation or sale would be unlawful.

    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, including those that announce proposed
financings that the Company expects to complete, 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. Factors that could cause actual results to differ materially from
those in forward-looking statements include the failure of investors who are
believed to have committed to the financings to complete them as a result of
general market conditions, adverse developments unique to such investors, or
otherwise. Accordingly, the actual amounts raised may differ materially from
those projected in the forward-looking statements. For more information on the
Company, investors should review the Company's filings free of charge at
www.sedar.com and www.sec.gov. This announcement does not constitute an
offering of securities nor a solicitation to purchase securities. An offer of
securities will only be made by subscription agreement and subject to
applicable law.





For further information:

For further information: Michael Hart, Investor Relations: (604)
682-6496

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AMG OIL LTD.

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