AMG Announces Signing of Letter of Intent With Natural Gas Exploration Company Holding Petroleum License in Israel



    VANCOUVER, British Columbia, April 29 /CNW/ -- AMG OIL LTD. (OTC Bulletin
Board: AMGOF) (the "Company") is pleased to announce that it has entered into
a letter of intent 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 is a natural gas exploration company that has been granted a
Petroleum License by the State of Israel, covering 12,570 acres in the Hula
Valley, located in Northern Israel, an area which has demonstrated the
presence of natural gas. Adira Energy aims to prove up and, if warranted,
develop the natural gas and coal bed methane (CBM) gas field, generate
gas-powered electricity and acquire additional exploration/development
licenses in the region.
    

    About The Proposed Transaction
    
    The Company will offer to purchase Adira Energy by way of a share
purchase transaction or other form of business combination, which will result
in the Company purchasing all of the issued and outstanding securities of
Adira Energy.
    

    
    Upon execution of a formal agreement relating to the Proposed
Transaction, the shareholders of Adira Energy will agree in writing to tender
all of their common shares to the Company.  Following the closing of the
Proposed Transaction, the Company will change its name to "Adira Energy
Corp.".
    

    
    The Proposed Transaction is subject to, among other terms, the
negotiation and execution of a formal agreement by June 30, 2009, or such
later date as may be subsequently agreed. Upon completion of the Proposed
Transaction, the board of the resulting issuer will be comprised of five
appointees of Adira Energy, one appointee of the Company as approved by Adira
Energy and any other appointee as designated by the board of the resulting
issuer.
    

    
    The Proposed Transaction is also subject to either the Company or Adira
Energy completing a private placement ("Private Placement") of a minimum of
US$2,000,000 by issuance of 8,000,000 Units at a price of US$0.25 per Unit.
Each Unit shall consist of one (1) common share and one half of one (1/2)
warrant, each full warrant shall entitle 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 provided that the expiry date will
be accelerated, 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 "Acceleration Event"), to a period that is 30 days after the Acceleration
Event.
    

    
    As consideration for the outstanding securities of Adira Energy, the
Company will issue such number of common shares (the "Payment Shares") that
shall result in the current shareholders of Adira Energy holding approximately
49.8% of the resulting issuer, post Private Placement.  An aggregate of
approximately 31.2 million Payment Shares will be issued to the shareholders
of Adira Energy on a pro rata basis, which will be in accordance with their
holdings in Adira Energy.
    

    
    The Proposed Transaction is also subject to receipt of the necessary
approvals, a due diligence period, the companies maintaining current business
and cost structures and such other standard conditions for a transaction of
this nature.  Both parties have agreed to confidentiality provisions and a
standstill agreement.  It is expected that common shares in the Company that
are acquired by Adira Energy's shareholders will be subject to escrow
restrictions.
    

    
    The securities have not been registered under the Securities Act of 1933,
as amended (the "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 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.  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.
    

    

    
    For more information contact: Michael Hart
    Investor Relations: (604) 682-6496

    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 of AMG Oil
Ltd., +1-604-682-6496

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