ADIRA ENERGY LTD V.ADL

Adira Energy $11.06-million prospectus offering

[RainRyder]

2012-09-12 20:30 ET - Prospectus Approved

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Effective July 26, 2012, Adira Energy Ltd.'s short form prospectus dated July 25, 2012, was filed with and accepted by the TSX Venture Exchange, and filed with and receipted by the British Columbia, Alberta and Ontario securities commissions, pursuant to the provisions of the respective securities acts.

The TSX Venture Exchange has been advised that closing occurred on Aug. 9, 2012, for gross proceeds of $11,061,769.60.

Agents: GMP Securities LP, Cormark Securities Inc., Dundee Securities Ltd., Clarus Securities Inc. and FirstEnergy Capital Corp.

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Offering: 79,012,640 units (no units exercised to this date of the agent's overallotment option; the overallotment period expires Sept. 8, 2012; the exchange will issue a supplemental bulletin if any exercise of the overallotment option occurs); each unit consists of one share and one warrant

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Unit price: 14 cents per unit

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Warrant exercise price/term: 20 cents per share for a three-year period

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Agents' fees: A fee equal to 6 per cent of the proceeds from units sold (other than in respect of orders from the president's list purchasers, on which a cash commission of 2 per cent will be paid on such proceeds), plus warrants equal to 6 per cent of the number of units issued pursuant to the offering (other than in respect of order from the president's list purchasers, on which no agent's warrant will be paid), shall be paid to the agent. Each agent's warrant is exercisable at a price of 14 cents for a period of two years into one common share.

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Overallotment option: The agents may overallot the units in connection with this offering and the company has granted to the agents an option to arrange for the sale of up to an additional 15 per cent of that number of units sold pursuant to the offering, at any time up to 30 days after the closing of the offering. The above noted agents' fees are also applicable to the overallotment option.

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