AMG Oil announces the closing of Business Combination with Adira Energy Corp.



    FRANKFURT: AORLB8; OTCBB: AMGO

    VANCOUVER, Sept. 1 /CNW/ - AMG OIL LTD. (OTCBB: AMGO; FRANKFURT: AORLB8)
(the "Company") is pleased to announce that it has completed the previously
announced business combination ("Business Combination") with the shareholders
of Adira Energy Corp. ("Adira"), a company incorporated in the Province of
Ontario, and now is the owner of all the issued and outstanding shares of
Adira. In addition, Adira has completed a private placement ("Private
Placement") of 7,600,000 units ("Units") at a price of U.S. $0.25 per Unit.
Sandfire Securities Inc. acted as lead agent to Adira in connection with the
Private Placement.
    Each Unit was comprised of one common share of Adira and one-half of one
share purchase warrant. The common shares and share purchase warrants issued
by Adira were exchanged concurrently with the closing of the Business
Combination. Each resulting share purchase warrant entitles the holder to
purchase one additional common share of the Company at the exercise price of
U.S. $0.50 per share for a two year period following closing. In connection
with the Private Placement, 455,770 compensation warrants were issued to
agents which will entitle the holders thereof to purchase an equal amount of
common shares of the Company at the exercise price of U.S. $0.25 per common
share for a two year period following closing.
    As consideration for the outstanding securities of Adira, the Company has
issued an aggregate of 39,040,001 common shares and now has an aggregate of
62,240,001 issued and outstanding common shares. Additionally, 3,334,000
options and 3,845,000 warrants of Adira were exchanged for options (the
"Options") and warrants of the Company on an equivalent basis.
    The Company extends its appreciation for past service to Michael Hart,
Michael Murphy and John Campbell, who have resigned from the board of the
Company and welcome the Company's new directors, Dennis Bennie (Chair), Glen
Perry, Alan Friedman and Ilan Diamond (CEO). It is contemplated that at the
next shareholder's meeting, upon receipt of shareholder approval, the Company
will change its name to "Adira Energy Corp.", will adopt the 2009 Adira Option
Plan and approve the previously granted Options.
    Together with pre-existing cash on hand and after deducting commissions
payable in connection with the Private Placement, AMG has a cash balance as of
August 31, 2009 of approximately U.S.$2.6 million. The Company intends using
cash proceeds to immediately complete the purchase of a drill rig to commence
drilling operations on its Eitan License in Northern Israel.
    Adira is a natural resource gas exploration and development company which
has been granted a Petroleum License covering approximately 31,000 acres
(125,700 dunam) in the Hula Valley located in Northern Israel. Adira aims to
prove up and develop the natural gas and coal bed methane (CBM) gas field,
generate gas-powered electricity, and acquire additional
exploration/development licenses in the region.

    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: Alan Friedman, EVP, Corp. Development, (416)
250-1955

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AMG OIL LTD.

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