AMG Oil announces execution of securities exchange agreements for business combination with Adira Energy Corp.



    OTCBB: AMGO

    VANCOUVER, Aug. 13 /CNW/ - AMG OIL LTD. (OTCBB: AMGO) (the "Company") is
pleased to announce that it has entered into securities exchange agreements
with the shareholders of Adira Energy Corp. ("Adira Energy"), a company
incorporated in the province of Ontario, (together, the "Securities Exchange
Agreements"). The Securities Exchange Agreements have been entered into
further to the letter of intent originally executed between the parties and
announced on April 24, 2009.
    Adira Energy is a natural gas exploration and development company which
has been granted a Petroleum License covering 31,000 acres (125,700 dunam) in
the Hula Valley located in Northern Israel, an area which has indications of
natural gas. Adira Energy aims to prove up and develop the natural gas & coal
bed methane (CBM) gas field, generate gas-powered electricity,and acquire
additional exploration/development licenses in the region.

    About the Transaction

    The Company has agreed to acquire Adira Energy by way of share exchange
transactions whereby the Company will issue an aggregate of 31,200,000 common
shares to the shareholders of Adira Energy in exchange for all of the issued
and outstanding common shares of Adira Energy (the "Business Combination").
Outstanding options and warrants of Adira Energy will be exchanged for options
and warrants of the Company on an equivalent basis.
    Upon completion of the Business Combination, the board of the Company
will be comprised of four appointees of Adira Energy. It is further
contemplated that the Company will change its name to "Adira Energy Corp."
following completion of the Business Combination, subject to shareholder
approval.
    The Business Combination is subject to Adira Energy completing a private
placement of units at a price of $0.25 per unit. Each unit will be comprised
of one common share of Adira Energy and one-half of one share purchase
warrant. The common shares and share purchase warrants issued by Adira Energy
will be exchanged concurrent with the closing of the Business Combination for
an equivalent number of common shares and share purchase warrants of the
Company. Each resulting share purchase warrant will entitle the holder to
purchase one additional common shares of the Company at an exercise price of
$0.50 per share for a two year period following closing. The private placement
transaction is anticipated to close immediately prior to the closing of the
Business Combination.
    The Business Combination is subject to completion of the private
placement, delivery of audited financial statements of Adira Energy and other
customary conditions of closing for a transaction of this nature. The
Securities Exchange Agreements include confidentiality provisions and a
standstill agreement. Shares in the Company issued to the shareholders of
Adira Energy will be subject to escrow restrictions.

    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, available 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: (303)
226-5889

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AMG OIL LTD.

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