Adira Energy Announces Filing of Final Public Prospectus with the Israeli
Securities Authority and Appointment of Independent Israeli Director
TORONTO, Nov. 29, 2012 /CNW/ - ADIRA ENERGY LTD. (TSXV: ADL) (OTCBB: ADENF)
(FRANKFURT: AORLB8). Adira Energy Ltd. ("Adira" or the "Company") is pleased
to announce that it has filed a final prospectus (the "Prospectus") with the
Israeli Securities Authority (the "ISA") in connection with its previously
announced application to list the Company's securities on the Tel Aviv Stock
Exchange (the "Listing").
In connection with the Listing, the Company will conduct a fully marketed
offering of units (the "Units") in Israel, for aggregate gross proceeds of a
maximum of up to $10,320,000 (the "Offering"). Each Unit is comprised of a
combination of common shares of the Company (the "Common Shares") and warrants
equivalent to two Common Shares, one short-term common share purchase warrant
(a "Series 1 Warrant") and one long-term common share purchase warrant (a
"Series 2 Warrant").
The final offering pricing and warrant exercise prices will be determined
based on a Dutch auction process (the "Auction"), to be conducted in
accordance with Israeli securities law. The minimum price per Common Share
comprising the Unit set for the opening of the Auction is 0.50 New Israeli
Shekels ("NIS") (CAD$0.129). Each Series 1 Warrant will be exercisable to
acquire one common share of the Company (a "Warrant Share") at a minimum price
of NIS0.50 (CAD$0.129) for a period of 18 months after the closing of the
Offering. Each Series 2 Warrant will be exercisable to acquire one Warrant
Share at a minimum price of NIS0.55 (CAD$0.14), for a period of 36 months
after the closing of the Offering. No binding agreements of purchase and sale
will be entered into until a final short form prospectus is filed in Canada
disclosing the final pricing and deal size, and a receipt is issued for the
final short form prospectus by the Ontario Securities Commission.
The Company intends to use the net proceeds of the Offering to complete the
drilling of the first well on the Gabriella license, and to continue the
exploration and development activities on the Yitzhak and Samuel offshore
The completion of the Offering is subject to approval by the ISA, the Tel Aviv
Stock Exchange, the TSX Venture Exchange and the Canadian securities
Appointment of Ms. Leitman to Board of Directors
Effective immediately, the Board of Adira (the "Board") further announces the
appointment Ms. Orit Lietman to the Board as an independent Israeli director,
as defined under Israeli Companies Law.
About Ms. Orit Leitman
Ms. Leitman has more than 25 years' experience in both managerial and director
roles of Israeli and international companies spanning various industries. Ms.
Leitman is currently serving as an external Independent Director of
AfricaIsrael Industries Ltd., an Israel-based company specialized in the
processing of steel, ceramic and plastic products, and a Director of Modelim
Kranot Neemanut, a mutual funds management company. Since 2008, Ms. Leitman
served as an external Director of Carmel Container System Ltd. ("CCS") one of
Israel's leading packaging companies. Previous to CCS, Ms. Leitman served as
an external director of Scopus Ltd. a company that develops, markets, and
supports digital video networking solutions. Ms. Leitman also served as an
independent Director of Nur Macroprinters Ltd, a leading supplier of
UV-curable and solvent inkjet printers, which was acquired by Hewlett-Packard
Company. Ms. Leitman's extensive managerial experience includes working as
Corporate Vice-President, Finance at Paradigm Geophysical Ltd. and Corporate
Treasurer at Scitex Corp Ltd.
Ms. Leitman received a BA in Economics and Executive Master of Business
Administration from Tel Aviv University.
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, 9 km offshore between
Hadera and Netanya and adjacent to the coast between Ashkelon and Bat-Yam.
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.
Canada Alan Friedman Exec. Vice President firstname.lastname@example.org +1 416
Julia Maxwell Manager, Investor Relations email@example.com +1 416 361
Israel Irit Radia Corp. Dev. Arad Communications firstname.lastname@example.org
+972-3-7693333 or +972-54-6699311
SOURCE: Adira Energy Ltd.
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CO: Adira Energy Ltd.
NI: OIL NASDAQ FIN 2575 WNEWS
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