6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2014

Commission File No. 000-30087

ADIRA ENERGY LTD.
(Translation of registrant's name into English)

120 Adelaide Street West, Suite 800, Toronto, Ontario, Canada M5H 1T1
(Address of principal executive office)

[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F]
Form 20-F [X]    Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [   ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [   ]      No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

SUBMITTED HEREWITH

Exhibits
99.1	Form 13-502F1 Class 1 Reporting Issuers - Participation Fee
99.2	Form 51-101 F3 Oil & Gas Annual Disclosure Filing, dated April 30, 2014
99.3	Form 51-101 F1 Oil & Gas Annual Disclosure Filing, dated April 30, 2014
99.4	Q1 2014 Unaudited Interim Consolidated Financial Statements
99.5	Q1 2014 MD&A
99.6	52-109FV2 – Certification of Interim Filings Q1 2014 – CFO, dated May 30, 2014
99.7	52-109FV2 – Certification of Interim Filings Q1 2014 – CEO, dated May 30, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ADIRA ENERGY LTD.

Date: May 30, 2014

/s/ Alan Friedman

Alan Friedman

Executive Vice President, Corporate Development

EX-99.1

April 1, 2013 Unofficial Consolidation – Rule 13-502 Fees [Form 13-502F1]

FORM 13-502F1
CLASS 1 REPORTING ISSUERS – PARTICIPATION FEE

Reporting Issuer Name:                     Adira Energy Ltd. (formerly AMG Oil Ltd.)

End date of last completed fiscal year:                                           December 31, 2013

End date of reference fiscal year:                                           December 31, 2011
(A reporting issuer’s reference fiscal year is the reporting issuer’s last fiscal year ending before May 1, 2012, provided that it was a reporting issuer at the end of that fiscal year and, if it became a reporting issuer in that year as a consequence of a prospectus receipt, all or substantially all of its securities were listed or quoted on a marketplace at the end of that fiscal year. In any other case, it is the reporting issuer’s last completed fiscal year.)

Market value of listed or quoted securities:
Total number of securities of a class or series outstanding as at the end of the issuer’s reference fiscal year		101,768,453	(i)
Simple average of the closing price of that class or series as of the last trading day of           each month in the reference fiscal year, computed with reference to clauses 2.7(1)(a)(ii)(A)           and (B) and subsection 2.7(2) of the Rule	$	0.49	(ii)

Market value of class or series	(i) X (ii) =	$	49,867,000	(A)
(Repeat the above calculation for each other class or series of securities of the reporting           issuer that was listed or quoted on a marketplace in Canada or the United States of           America at the end of the reference fiscal year)				(B)
Market value of other securities not valued at the end of any trading day in a           month:(See paragraph 2.7(1)(b) of the Rule)
				(C)
(Provide details of how value was determined)
(Repeat for each other class or series of securities to which paragraph 2.7(1)(b) of the Rule applies)				(D)
Capitalization for the reference fiscal year           (Add market value of all classes and series of securities)	(A) + (B) + (C) + (D) =	$	49,867,000
Participation Fee (determined without reference to subsections 2.2(3.1) of the Rule)		$	2,590	(iii)

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April 1, 2013 Unofficial Consolidation – Rule 13-502 Fees [Form 13-502F1]
(From Appendix A of the Rule, select the participation fee beside the capitalization calculated above)
Did the issuer become a reporting issuer in the previous fiscal year as a result           of a prospectus receipt? If no, participation fee equals (iii) amount above.	$	2,590(iii)
If yes, prorate (iii) amount as calculated in subsection 2.2(3.1) of the Rule to determine participation fee.		(iv)
Late Fee, if applicable          (As determined under section 2.5 of the Rule)

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EX-99.2

REPORT OF MANAGEMENT AND DIRECTORS
ON OIL AND GAS DISCLOSURE
FORM 51-101F3

Management of Adira Energy Ltd. (the "Corporation") is responsible for the preparation and disclosure of information with respect to the Corporation's oil and gas activities in accordance with securities regulatory requirements. This information includes reserves data, which are estimates of proved reserves and probable reserves and related future net revenue as at December 31, 2013, estimated using forecast prices and costs.

The board of directors of the Corporation has determined that, as of the last day of the Corporation's most recently completed financial year, the Corporation had no material reserves. As a result, no reserves data for the Corporation has been disclosed as of December 31, 2013.

An independent qualified reserves evaluator has not been retained to evaluate the Corporation’s reserves data as the Corporation has no reserves as of the last day of the Corporation’s most recently completed financial year and no report of an independent qualified reserves evaluator will be disclosed by the Corporation for the period from January 1, 2013 to December 31, 2013.

The board of directors has reviewed the Corporation's procedures for assembling and reporting other information associated with oil and gas activities and has reviewed that information with management of the Corporation. The board of directors has approved:

a)	the content and filing with securities regulatory authorities of Form 51-101F1 containing information detailing the Corporation’s oil and gas activities;
b)	the Corporation not filing Form 51-101F2, which is the report of the independent qualified reserves evaluator on the reserves data because the Corporation has no material reserves; and
c)	the content and filing of this report.

/s/ Alan Friedman	/s/ Gadi Levin
Alan Friedman	Gadi Levin
Executive Vice President	Chief Financial Officer
/s/ Dennis Bennie	/s/ Alan Rootenberg
Dennis Bennie	Alan Rootenberg
Director	Director
April 30, 2014

EX-99.3

STATEMENT OF RESERVES DATA AND OTHER OIL AND GAS INFORMATION FORM 51-101F1

Adira Energy Ltd., through its wholly-owned subsidiary Adira Energy Israel Ltd. (individually and collectively, as the context requires, “Adira” or the “Company”), is in the business of exploring for oil and natural gas and the development and exploitation of any significant reserves that are found. The Company holds two petroleum licenses in the State of Israel. As of the December 31, 2013, the Company has not discovered any oil and gas reserves and therefore has no related future net review.

Date of Statement

The date of this Statement of Reserve Data and other Oil and Gas Information (the “Statement”) is April 30, 2014. The effective date of the information provided in this Statement is December 31, 2013 (the “Effective Date”). The preparation date of the information provided in this Statement is April 29, 2014. Unless otherwise stated, the information provided in this Statement is current as of the Effective Date.

Independent Reports

The Company has obtained an independent report (the “Gabriella Report”), effective March 1, 2012, for the Gabriella License (as defined below). The Gabriella Report was prepared by Netherland, Sewell & Associates, Inc. (“Netherland, Sewell”) in accordance with National Instrument 51-101, Standards of Disclosure for Oil and Gas Activities (“NI 51-101”).

The Company has also obtained an independent report (the “Yitzhak Report”), effective March 1, 2012, for the Yitzhak License (as defined below). The Yitzhak Report was prepared by Netherland, Sewell in accordance with NI 51-101.

Prospective Resources

“Prospective resources” are defined as those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective resources are further subdivided in accordance with the level of certainty associated with recoverable estimates assuming their discovery and development and may be sub-classified based on project maturity. Prospective resources have both an associated chance of discovery (geological chance of success) and a chance of development (economic, regulatory, market, facility, corporate commitment or political risks). The chance of commerciality is the product of these two risk components. The prospective resource estimates referred to herein have not been risked for either the chance of discovery or the chance of development. There is no certainty that any portion of the resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the resources. The Low Estimate represents the P90 values from the probabilistic analysis (i.e. the value is greater than or equal to the P90 value 90% of the time), while the Best Estimate represents the P50 values and the High Estimate represents the P10.

Actual resources may be greater or less than those calculated. Statements relating to resources are deemed to be forward-looking statements, as they involve the implied assessment that the resources described exist in the quantities predicted or estimated. This assessment is based on a number of assumptions, such as geological, technological and engineering estimates, and is subject to a variety of risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated in the estimates. These uncertainties and risks include, but are not limited to: (1) the fact that there is no certainty that the zones of interest will exist to the extent estimated or that the zones will be found to have oil and/or natural gas with characteristics that meet or exceed the minimum criteria to make it commercially recoverable to the extent estimated; (2) the number of competitors in the oil and gas industry with greater technical, financial and operations resources and staff; (3) potential liabilities for pollution or hazards against which the company cannot adequately insure or which the company may elect not to insure; (4) contingencies affecting the classification as reserves versus resources which relate to the following issues as detailed in the Canadian Oil and Gas Evaluation Handbook: ownership considerations, drilling requirements, testing requirements, regulatory considerations, infrastructure and market considerations, timing of production and development, and economic requirements; and (5) other factors beyond the Company’s control.

Oil and Gas Properties

ISRAEL

The oil and gas interests of the Company, being License No. 378 (the “Gabriella License”) and License No. 380 (the “Yitzhak License” and together with the Gabriella License, the “Licenses”) are located offshore Israel.

The Company has an option (the “Yam Hadera Option”) to acquire up to a 15% participating interest in the Yam Hadera offshore petroleum license (the “Yam Hadera License”). The Company also has options (the “Myra and Sara Option”) to acquire up to a 5% participating interest in each of two deep water licenses offshore Israel (together, the “Myra and Sara Licenses”). The Company does not currently consider the Myra and Sara Option to be material to its operations.

As discussed below, during the year ended December 31, 2013, the Company relinquished its interest in the Samuel License No. 288 (the “Samuel License”).

Gabriella License

The Gabriella License covers 97,000 acres (392 square kilometers) and is approximately 10 kilometers offshore Israel between Netanya and Ashdod. The Gabriella License was issued to the Company on July 15, 2009 for an initial three year exploration period, subject to renewal for an additional period of four years and a second additional period of two years in the case of a discovery. Thereafter, a 30-50 year lease maybe granted if a “discovery” (as defined in the Israeli Petroleum Law 5712 & 1952 and the regulations promulgated thereunder (“Israeli Petroleum Law”)) is made. On October 16, 2013, the Company received an extension of the expiration of the Gabriella License from the Ministry of Energy and Water of the State of Israel (the “Ministry”) until September 1, 2014, with a corresponding extension of certain milestones.

The following table sets out the work program that must be completed in order to maintain the Gabriella License:

Gabriella Work Program	Milestone Dates
1. Submit to the Ministry a request for approval of a new operator	February 28, 2014
2. Execute a contract with a drilling contractor	April 30, 2104
3. Complete an Antisotricpic PSDM and coherent sub surface model	July 31, 2014
4. Spud the first well	August 31, 2014

As of the date hereof, the Company has missed one milestone – namely, it has not submitted a request to the Ministry for the approval of a new operator that complies with Ministry regulations; the request was required to be submitted no later than February 28, 2014.

In January 2010, the Company entered into an agreement with Modi’in Energy Limited Partnership (“MELP”) and Modi’in Energy Management (1992) Ltd. (“MEGP”) to transfer 70% of its participating interests in the Gabriella License to MELP (the “Gabriella 2010 Agreement”). In January 2010, a subsidiary of Brownstone Energy Inc. (“Brownstone”) exercised its option to purchase 15% of the participating interests in the Gabriella License. To date, Brownstone’s interest in the Gabriella License has not been registered with the Ministry; however Adira Israel holds Brownstone’s 15% interest in trust on behalf of Brownstone pursuant to an agreement dated July 7, 2011. As of the date hereof, the Company holds a 15% participating interest in the Gabriella License, MELP holds a 70% interest, and Brownstone holds a 15% interest.

The operations on the Gabriella License, and the relationship of the Gabriella License participants, are governed by a joint operating agreement (the “Gabriella JOA”). Pursuant to the Gabriella JOA, the Company is the operator of the Gabriella License. In connection with the extension of the Gabriella License, the Company has agreed to resign as the operator of the Gabriella License. The Gabriella License participants had until February 28, 2014, to name an alternative operator for Ministry approval, but, as discussed above, had missed this deadline.

Between July 2012 and January 2013, the Company, MELP and Brownstone entered into various agreements for the purpose of drilling the first exploration well on the Gabriella License. The drilling, however, was not accomplished and the Company and MELP similarly alleged that the other was in default of various obligations under the Gabriella JOA and other agreements entered into on behalf of the Gabriella License participants. Accordingly, on February 11, 2013, the Company, in its capacity as operator of the Gabriella License, suspended operations on the Gabriella License due to lack of funding and lack of reasonable expectation of funding to meet certain work program obligations.

Effective July 8, 2013 (the “Settlement Agreement Effective Date”), the Company entered into a settlement and release agreement (the “Settlement Agreement”) with MELP and Brownstone to resolve the foregoing disputes and the related suspension of operations on the Gabriella License. Pursuant to the Settlement Agreement, the Gabriella License participants have agreed to waive and release each other from any claims and demands that they may have against each other with respect to the Gabriella License. The Settlement Agreement further provides that the Gabriella License participants will fund their proportionate share of costs incurred in connection with the attempted drilling of the first exploration well (the “Settlement Costs”). In the event that the Company did not pay its share of the Settlement Costs, at MELP’s request, the Company may be required to withdraw from the Gabriella JOA and assign its participating interest in the Gabriella License to the remaining Gabriella License participants. To date, the Company has not paid its share of the Settlement Costs. Although MELP has yet to make the forgoing request, the Company remains at risk of being required to withdraw from the Gabriella License.

The most recent estimations of prospective resources related to the Gabriella License, based on the Gabriella Report, on a gross (100%) unrisked basis is 110.1 million barrels of contingent oil (2C Best Estimate), 110.1 billion cubic feet of contingent gas (2C Best Estimate), 209.3 billion cubic feet of prospective gas (P50 Best Estimate) on the Gevar Am prospective reservoir, 257.1 billion cubic feet of prospective gas (P50 Best Estimate) on the Miocene prospective reservoir, 174.7 billion cubic feet of prospective gas (P50 Best Estimate) on the Talme Yafe prospective reservoir, 5.7 million barrels of prospective condensate (P50 Best Estimate) on the Gevar Am prospective reservoir, 7.0 million barrels of prospective condensate (P50 Best Estimate) on the Miocene prospective reservoir and 4.7 million barrels of prospective condensate (P50 Best Estimate) on the Talme Yafe prospective reservoir.

Yitzhak License

The Yitzhak License covers 31,555 acres (127.7 sq. km) and is located approximately 9 km offshore and is contiguous to the Gabriella License. The Yitzhak License was issued in October 2009 to Adira Energy (85% working interest) and Brownstone (15% working interest) for an initial three year exploration period and may be renewed upon fulfillment of certain conditions for an additional four year period plus an additional 2 year renewal option in the case of a reserve discovery. Thereafter, a 30-50 year lease may be pursued if a “discovery” (as defined in the Israeli Petroleum Law) is made. The Company has received an extension of the expiration of the Yitzhak License from the Ministry until October 15, 2014, with a corresponding extension of certain milestones.

This table sets out the work program that must be completed to maintain the Yitzhak License:

Yitzhak Work Program	Milestone Dates
1. Execute a contract with a drilling contractor.	September 30, 2014

On January 9, 2012, the Company received approval from the Petroleum Commissioner of Israel (the “Commissioner”) to farm-out a 5% carried working interest to AGR Group ASA (“AGR”) and a 20% working interest (subject to dilution explained below) to Ellomay Oil and Gas 2011 LP, a limited partnership (“Ellomay”) whose general partner is a wholly-owned subsidiary of Ellomay Capital Ltd. (“Ellomay Capital”). In accordance with the Ellomay Farm-Out Agreement (as defined below), Ellomay has since transferred half of its working interest (being 10%) back to the Company for no cost. Following this transfer, the Company has a 70% interest in the Yitzhak License, Brownstone has a 15% interest, AGR has a 5% interest and Ellomay a 10% interest. The new holdings have not yet been approved by the Commissioner.

The farm-out agreement between the Company and AGR, dated November 29, 2011 (the “AGR Farm-Out Agreement”), provides, among other things, that: (a) AGR will be designated lead operator in accordance with Israeli regulations defining “Operator”, with the continued involvement of the Company as “co-operator” which is a construction of private contract; and (b) AGR will be appointed as engineering services contractor on the Yitzhak License with continued involvement of the Company as part of the core professional team led by AGR. The Company also executed a farm-out agreement with Ellomay, dated November 29, 2011 (the “Ellomay Farm-Out Agreement”), which provides the terms by which the company assigned a percentage of its interest in the Yitzhak License to Ellomay.

The Company, Brownstone, AGR and Ellomay signed a joint operating agreement on September 11, 2012, to regulate their commercial relationship in respect of the Yitzhak License (the “Yitzhak JOA”). The Yitzhak JOA incorporated the terms of the AGR Farm-Out Agreement and the Ellomay Farm-Out Agreement.

On June 13, 2012, the Company granted to MELP an option (“MELP Yitzhak Option”) to purchase from the Company a 15% participating interest in the Yitzhak License (the “MELP Yitzhak Option Interest”). The MELP Yitzhak Option may be exercised until 14 days before signing of the rig contract for the Yitzhak License. If MELP exercises the MELP Yitzhak Option, then it must reimburse the Company for expenditures in respect of the MELP Yitzhak Option Interest incurred up to the date of transfer of the MELP Yitzhak Option Interest. MELP must also issue to the Company an ORRI of 3% with respect to all oil and gas (including any distillate and condensate) produced, saved and marketed from the area covered by Yitzhak License that is attributable to the MELP Yitzhak Option Interest, before payout, and 4.5% after payout. The transfer of the MELP Yitzhak Option Interest is subject to the approval of the Commissioner.

The most recent estimations of prospective resources related to the Yitzhak License, based on the Yitzhak Report, on a gross (100%) unrisked basis is 79.1 million barrels of prospective oil (P50 Best Estimate) on the Jurassic prospective reservoir, 79.1 billion cubic feet of prospective gas (P50 Best Estimate) on the Jurassic prospective reservoir, 457.4 billion cubic feet of prospective gas (P50 Best Estimate) on the Gevar Am prospective reservoir, 486.7 billion cubic feet of prospective gas (P50 Best Estimate) on the Talme Yafe prospective reservoir, 12.4 million barrels of prospective condensate (P50 Best Estimate) on the Gevar Am prospective reservoir and 13.2 million barrels of prospective condensate (P50 Best Estimate) on the Talme Yafe prospective reservoir.

Samuel License

The Samuel License covered 88,708 acres (361 sq. km) and was located approximately 17 km offshore Israel. The Samuel License was issued on August 1, 2010 to Adira Geo Global Ltd. (“Adira GeoGlobal”) (30% interest), Geo Global Resources (India) Inc. (“GGRI”) (30% interest), Adira Oil Technologies Ltd. (“Adira Oil”) (23.25% interest), Pinetree Capital Ltd. (10% interest) and Brownstone (6.75% interest).

As a result of challenging markets and difficulty in raising significant funds to drill multi well programs, the Company, through its subsidiaries Adira GeoGlobal and Adira Oil, relinquished the Samuel License back to the State of Israel. Adira Geo Global, as the former operator of the Samuel License, notified the Ministry of its surrender on October 14, 2013, pursuant to the Israeli Petroleum Law, and received final confirmation from the Ministry approving the surrender of the Samuel License on October 15, 2013. Adira GeoGlobal is owned 60% by the Company and 40% by GGRI.

Yam Hadera Option

The Company has an option (the “Yam Hadera Option”) to acquire up to a 15% participating interest in the Yam Hadera License, located 30 kilometers offshore Israel, between Hadera and Haifa and North West of Adira’s Yitzhak license. The Yam Hadera Option is exercisable until 14 days prior to the signing of a rig contract for the Yam Hadera License.

Myra and Sara Option

The Company has an option (the “Myra and Sara Option”) to acquire up to a 5% participating interest in each of two deep water licenses offshore Israel, namely the Myra License and the Sara License (collectively, the “Myra and Sara Licenses”). The Myra and Sara Licenses are located offshore Israel approximately 40 km west of the City of Hadera. These license areas total 800 sq. km. The Company currently ascribes no value to the Myra and Sara Licenses and as such does not consider the Myra and Sara Options to be material to its operations.

Significant Factors or Uncertainties

Oil and gas exploration involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. There is no assurance that expenditures by the Company will result in new discoveries of oil or natural gas in commercial quantities. It is difficult to project the costs of implementing an exploratory drilling program due to the increasing demand for drilling rigs, supplies and services; the inherent uncertainties of drilling in unknown formations; the costs associated with encountering various drilling conditions such as over pressured zones; tools lost in the hole; changes in joint venture participants, farm-ins and joint venture partners; and changes in drilling plans.

Oil and gas prices are determined based on world demand, supply and other factors, all of which are beyond the control of the Company. World prices for oil and gas have fluctuated widely in recent years. Any material decline in prices could result in a reduction of net production revenue. Certain wells or other projects may become uneconomic as a result of a decline in world oil and gas prices, leading to a reduction in the value of the Company’s reserves, if any are found in the future. The Company may also elect not to produce from certain wells at lower prices.

The Company may have limited ability to expend the capital necessary to undertake or complete future drilling programs. There can be no assurance that debt or equity financing or cash generated from operations will be available or sufficient to meet these requirements or for other corporate purposes or if debt or equity financing is available, that it will be on terms acceptable to the Company.

The Company actively competes for reserve acquisitions, exploration leases, licences and concessions and skilled industry personnel with a substantial number of other natural gas and oil companies, many of which have significantly greater financial resources than the Company. Competitors include major integrated natural gas and oil companies and numerous other independent natural gas and oil companies and individual producers and operators.

To the extent that the Company is not the operator of its oil and gas properties, the Company will be dependent on such operators for the timing of activities related to such properties and will largely be unable to direct or control the activities of the operators.

On February 16, 2014, the Ministry published new guidelines (the “Guidelines”) in respect of security guarantee payments (“Security Deposit”) for all offshore licenses that require each license consortium to deposit $2,500 per offshore license with the Ministry by March 31, 2014. On March 27, 2014, the Ministry announced that it has extended the deadline for the Security Deposit until May 15, 2014. As of the date hereof, the Company does not have sufficient funds to make its pro-rate share of the Security Deposit. The Company is currently examining the consequences of the Guidelines on its operations, including the possibility of taking legal action. However, should the consortium on each of the Licenses not meet these requirements, the Ministry will view this as a failure to meet a license milestone and will have the right to terminate the Licenses.

As described above, to date, the Company has not paid its share of Settlement Costs under the Settlement Agreement. As such, pursuant to the Settlement Agreement, at MELP’s request, the Company may be required to withdraw from the Gabriella JOA and assign its participating interest in the Gabriella License to the remaining Gabriella License participants (see “Gabriella License” above).

As discussed above, the Company has missed one Ministry milestone on the Gabriella License – namely, it has not submitted a request to the Ministry for the approval of a new operator that complies with Ministry regulations; the request was required to be submitted no later than February 28, 2014. If the

Ministry does not provide a further extension or another form of relief from this Milestone, it could begin a process to retract the Gabriella License from the Company (see “Gabriella License” above).

For a complete discussion on significant factors and uncertainties that may affect the development of the Licenses, please refer to the Company’s Annual Information Form (Form 20-F) dated April 30, 2014, filed on www.sedar.com.

Properties with No Attributed Reserves

The following table sets out the Company’s land position with no attributed reserves as of the Effective Date.

Property (License)	Location	Undeveloped Acreage		Developed Acreage
		Gross(1)	Net(2)	Gross(1)	Net(2)
Gabriella	Israel, Offshore	97,000	14,550(3)	0	0
Yitzhak	Israel, Offshore	31,555	22,088(4)	0	0
Samuel	Israel, Offshore	88,708	33,931(5)	0	0
Yam Hadera	Israel, Offshore	98,842	0	0	0
Myra	Israel, Offshore	97,853	0	0	0
Sara	Israel, Offshore	99,830	0	0	0

Notes:

(1)	“Gross” means the total number of acres in which the Company has a working interest or a right to earn an interest.
(2)	“Net” means the sum of the products obtained by multiplying the number of gross acres by the Company’s percentage working interest therein.
(3)	The Company has a 15% working interest in the Gabriella License.
(4)	The Company has a 70% working interest in the Yizhak License.
(5)	The Company held a 41.25% working interest in the Samuel License.

Tax Horizon

The Company does not currently earn significant revenues, and therefore, has incurred tax losses since inception. The Company pays an insignificant amount of income tax within an Israeli subsidiary.

Costs Incurred

The following table summarizes the estimated capital expenditures made by the Company on the Licenses, and their related properties, for the most recent fiscal year ended December 31, 2013.

Property (License)	Location	Property (License) Acquisition Costs (US$, in thousands)	Exploration Costs (US$, in thousands)	Development Costs (US$, in thousands)
Gabriella	Israel, Offshore	7	4,230	-
Yitzhak	Israel, Offshore	7	-	-
Samuel	Israel, Offshore	7	-	-
Yam Hadera	Israel, Offshore	-	-	-

Myra	Israel, Offshore	-	-	-
Sara	Israel, Offshore	-	-	-

Exploration and Development Activities

No drilling activities were undertaken by the Company during the year ended December 31, 2013.

Details of current exploration activities and plans on the exploration of the assets held by the Company are set out above under the section Oil and Gas Properties.

# # # # #

EX-99.4

ADIRA ENERGY LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

AS OF MARCH 31, 2014

UNAUDITED

U.S. DOLLARS IN THOUSANDS

INDEX

	Page
Consolidated Statements of Financial Position	3
Consolidated Statements of Comprehensive Loss	4
Consolidated Statements of Changes in Equity	5
Consolidated Statements of Cash Flows	6
Notes to Interim Consolidated Financial Statements	7 - 10

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NOTICE TO SHAREHOLDERS

The accompanying unaudited condensed consolidated interim financial statements of Adira Energy Ltd. for the three month period ended March 31, 2014 have been prepared by management in accordance with International Financial Reporting Standards applicable to consolidated interim financial statements (see note 2 to the unaudited condensed consolidated interim financial statements). Recognizing that the Company is responsible for both the integrity and objectivity of the unaudited condensed consolidated interim financial statements, management is satisfied that these unaudited condensed consolidated interim financial statements have been fairly presented.

Under National Instrument 51-102, part 4, sub-section 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

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ADIRA ENERGY LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

		March 31,			December 31,
		2014			2013
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	792		$	617
Restricted deposits		20			35
Other receivables and prepaid expenses		378			2,513
Total current assets		1,190			3,165
NON-CURRENT ASSETS:
Property and equipment, net		42			61
Total non-current assets		42			61
Total assets	$	1,232		$	3,226
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade payables	$	667		$	2,817
Other accounts payable and accrued liabilities		805			986
Total current liabilities		1,472			3,803
DEFICIT:
Share capital		-			-
Additional paid-in capital		33,954			34,023
Accumulated deficit		(34,194	)		(34,600	)
Total defecit		(240	)		(577	)
Total liabilities and deficit	$	1,232		$	3,226

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

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ADIRA ENERGY LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

U.S. dollars in thousands, except share and per share data

		Three month ended						Year ended
		March 31,						December 31,
		2014			2013			2013
		Unaudited						Audited
Revenues and other income	$	-		$	13		$	17
Expenses:
Exploration expenses		-			1,893			677
General and administrative expenses		15			1,472			2,813
Impairment charge (reversal)		(431	)		2,243			5,168
Total expenses		(446	)		5,608			8,658
Operating profit (loss)		446			(5,595	)		(8,641	)
Financing income		-			2,480			3,027
Financing expense		(40	)		(13	)		(30	)
Profit (loss) before income taxes		406			(3,128	)		(5,644	)
Income taxes		-			-			-
Net profit (loss) and comprehensive profit (loss)	$	406		$	(3,128	)	$	(5,644	)
Net profit (loss) and comprehensive profit (loss) attributed to:
Equity holders of the parent	$	406		$	(3,128	)	$	(5,644	)
Non-controlling interests		-			-			-
	$	406		$	(3,128	)	$	(5,644	)
Basic and diluted net profit (loss) per share attributable to equity holders of the parent	$	0.01		$	(0.05	)	$	(0.09	)
Weighted average number of Ordinary shares used in computing basic and diluted net loss per share		60,260,363			60,260,363			60,260,363

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

- 4 -

ADIRA ENERGY LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

U.S. dollars in thousands, except share data

					Attributable to equity holders of the parent
					Additional									Non-
	Number of		Share		paid in			Accumulated						controlling		Total
			capital													Equity
	shares				capital			deficit			Total			interests		(deficit)
Balance as of January 1, 2013	60,260,363		-		33,966			(28,956	)		5,010			-		5,010
Share-based compensation	-		-		57			-			57			-		57
Net loss and comprehensive loss	-		-		-			(5,644	)		(5,644	)		-		(5,644	)
Balance as of December 31, 2013	60,260,363	$	-	$	34,023		$	(34,600	)	$	(577	)	$	-	$	(577	)
Share-based compensation	-		-		(69	)		-			(69	)		-		(69	)
Net loss and comprehensive loss	-		-		-			406			406			-		406
Balance as of March 31, 2014 (unaudited)	60,260,363	$	-	$	33,954		$	(34,194	)	$	(240	)	$	-	$	(240	)

					Attributable to equity holders of the parent
					Additional								Non-
	Number of		Share		paid in		Accumulated						controlling		Total
	shares		capital		capital		deficit			Total			interests		equity
Balance as of January 1, 2013	60,260,363		-		33,966		(28,956	)		5,010					5,010
Share-based compensation	-		-		75		-			75			-		75
Net loss and comprehensive loss	-		-		-		(3,128	)		(3,128	)		-		(3,128	)
Balance as of March 31, 2013 (unaudited)	60,260,363	$	-	$	34,041	$	(32,084	)	$	1,957		$	-	$	1,957

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

- 5 -

ADIRA ENERGY LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

		Three months ended						Year ended
		March 31,						December 31,
		2014			2013			2013
		Unaudited						Audited
Cash flows from operating activities:
Net proft (loss)	$	406		$	(3,128	)	$	(5,644	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to the profit or loss items:
Exchange rate differences for cash and cash equivalents		4			5			18
Depreciation		19			26			88
Impairment charge (reversal) from exploration and evaluation assets		(431	)		2,243			5,168
Reevaluation of warrants		-			(2,470	)		(3,013	)
Share-based compensation		(69	)		75			57
		(481	)		(121	)		2,318
Changes in operating asset and liability items:
Decrease in accounts receivable, other receivables and prepaid expenses		2,135			3,015			4,847
Increase (decrease) in trade payables		(1,284	)		670			(3,024	)
Decrease in long term receivables		-			640			-
Increase (decrease) in other accounts payable and accrued liabilities		(616	)		163			(490	)
		235			4,488			1,333
Net cash generated (used) in operating activities		164			1,239			(1,993	)
Cash flows from investing activities:
Expenditures on exploration and evaluation assets		-			(2,516	)		(2,636	)
Proceeds from sale of exploration and evaluation assets					-			1,823
Decrease in restricted cash		15			15			1,047
Net cash generated (used) in investing activities		15			(2,501	)		234
Exchange rate differences for cash and cash equivalents		(4	)		(5	)		(18	)
Increase (decrease) in cash and cash equivalents		175			(1,267	)		(1,777	)
Cash and cash equivalents at the beginning of the period		617			2,394			2,394
Cash and cash equivalents at the end of the period	$	792		$	1,127		$	617

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

- 6 -

ADIRA ENERGY LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data

NOTE 1:- GENERAL

a.	Nature of operations:
	Adira Energy Ltd. and its subsidiaries (individually and collectively, as the context requires, "Adira" or "the Company"), is an oil and gas early-stage exploration company. Through its subsidiary, Adira Energy Israel Ltd. (“Adira Israel”), the Company holds two petroleum licenses in the State of Israel, being license No. 378 (“Gabriella”) and license No. 380 (“Yitzhak” and together with the Gabriella license, the “Licenses”). These financial statements have been prepared in a condensed format as of March 31, 2014, for the three months then ended ("interim consolidated financial statements"). These financial statements should be read in conjunction with the Company's annual financial statements as of December 31, 2013, and for the year then ended and the accompanying notes.
b.	Significant events during the period
	In 2013, as a result of challenging markets and difficulty in raising funds to drill multi well program, the Company significantly reduced its activity, relinqushed the Samuel license to the Ministry of Energy and Water of the State of Israel (“Ministry”), and ceased operations on the Gabriella license. Furthremore, there was nominal exploration activity in the Yitzhak license. During the first quarter of 2014 the Company focused on further reducing its liabilities and seeking additional finnaicng opportunities
	On February 16, 2014, the Ministry published new guidelines in respect of security guarantee payments (“Security Deposits”) for all offshore petroleum licenses, requiring each license consortium to deposit $2,500 per offshore license with the Ministry by March 31, 2014. The deadline for payment has subsequently been extended to July 31, 2014. As of the date of the approval of these financial statements, the Company does not have sufficient funds to make its pro rata share of the Security Deposits. The Company is currently examining the consequences of the above mentioned guidelines on the Company’s operations. Should the consortium on each of the License fail to meet these requirements, the Ministry will view such failure as a default and will have the right to retract the Licenses that are in default .
	As of the date of the approval of these financial statements, Adira Israel has settled most of the amounts owed as of March 31, 2014, to its creditors. A claim was raised against Adira Israel by one of its creditors in the approximate amount of $750 with respect to payments made to other creditors. While the Company has rejected this these allegations, the Company is currently negotiating a settlement agreement regarding this claim. The Company is unable to estimate the final outcome of this claim and whether it will result in any liability in 2014.

- 7 -

ADIRA ENERGY LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data

NOTE 1:- GENERAL (Cont.)

c.	Financial position:
	As reflected in the consolidated financial statements, as of March 31, 2014, the Company had an accumulated deficit of $34,194 . The Company is an early-exploration stage company and its operating revenues are currently insufficient to finance its future operating expenses and exploration funding commitments.
	The ability of the Company to continue as a going concern depends upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development, and upon future profitable operations from the properties or proceeds from their disposition. There can be no assurance that the Company will be able to continue to raise funds from the aforementioned sources in which case the Company may be unable to meet its obligations. These factors raise substantial doubts about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities that would result if the Company was unable to continue as a going concern.

NOTE 2:-	SIGNIFICANT ACCOUNTING POLICIES
	The interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for the preparation of financial statements for interim periods, as prescribed in IAS 34, "Interim Financial Reporting".
	The significant accounting policies and methods of computation adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the annual consolidated financial statements.
NOTE 3:-	EXPLORATION AND EVALUATION ASSETS
	The Company's accounts reflect only its proportionate interests in its oil and gas activities. The following is a summary of the Company’s exploration and evaluation assets:

		Oil and Gas
		Licenses
Balance as of January 1, 2013	$	5,887
Net additions		2,516
Impairment of exploration and evaluation assets		(2,041	)
Balance as of March 31, 2013 (unaudited)	$	6,362
Balance as of January 1, 2014	$	-
Net additions		-
Reclassification to Other receivables and prepaid expenses		-
Impairment of exploration and evaluation assets		-
Balance as of March 31, 2014 (unaudited)
	$	-

- 8 -

ADIRA ENERGY LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data

NOTE 4: - EQUITY

a.	Stock Option Plan:
	The movement in stock options during the three months ended March 31, 2014, was as follows:

	Number of
	options		Weighted average
	outstanding		exercise price
Balance at December 31, 2013 (audited)	3,292,665		1.09
Options forfeited	(450,000	)	1.23
Balance at March 31, 2014 (unaudited)	2,842,665		1.08

The following table summarizes information about stock options outstanding and exercisable as of March 31, 214 (unaudited):

								Average
						Number of	Number of	remaining
			Grant date		Exercise	options	options	contractual
Grant date	Expiry date		fair value		price *)	outstanding	exercisable	life
August 31, 2009	August 20, 2014	$	0.87	$	0.75	569,333	569,333	0.39
September 23, 2009	September 23, 2014	$	0.66	$	0.75	133,333	133,333	0.48
January 28, 2010	January 27, 2015	$	1.68	$	1.83	290,000	290,000	0.83
July 22, 2010	July 21, 2015	$	0.75	$	1.83	83,333	83,333	1.31
January 11, 2011	January 10, 2016	$	1.98	$	2.40	350,000	262,500	1.78
March 18, 2011	March 17, 2016	$	1.77	$	2.40	33,333	25,000	1.96
May 3, 2011	May 2, 2016	$	1.56	$	1.80	83,333	52,083	2.09
December 1, 2011	November 30, 2016	$	0.66	$	1.50	43,333	25,208	2.67
August 22, 2012	August 21, 2017	$	0.21	$	0.60	1,256,667	837,778	3.39
						2,842,665	2,278,569

*) The exercise price of all options granted from 2011 is denominated in Canadian Dollars and was translated to USD in the table above using the exchange rate as of March 31, 2014.

- 9 -

ADIRA ENERGY LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data

NOTE 5: - EQUITY (Cont.)

b.	Share purchase warrants:
	The following table summarizes information applicable to warrants and broker warrants entitling the holders to acquire common share outstanding as of March 31, 2014 (unaudited):

			Grant date		Exercise		Number of
Issue date	Expiry date		fair value		price		warrants *)
August 9, 2012	August 9, 2015	$	0.07	$	0.20**	)	79,012,640
August 9, 2012	August 9, 2014	$	0.07	$	0.14**	)	3,353,000
							82,365,640

*)	Following the share ccnsolidation in 2013, every three previously issued warrants will be convertible into one Common Share of the Company (see Note 14b(iii) of the annual financinal statements).
**)	The exercise price of warrants granted in 2012 is denominated in Canadian Dollars and was translated to USD in the table above using the exchange rate as of March 31, 2014.

The weighted average exercise price of the outstanding warrants as of March 31, 2014, is $0.19.

- - - - - - - - - - - - - - - - - - - - -

- 10 -

EX-99.5

Adira Energy Ltd.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three month period ended March 31, 2014

The following is a discussion and analysis of the activities, consolidated results of operations and financial condition of Adira Energy Ltd. (“Adira”, “we”, “our”, “us”, or the “Company”) for the three month period ended March 31, 2014, which has been prepared on the basis of information available up until May 30, 2014. This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the Company’s interim consolidated financial statements for the three month period ended March 31, 2014, as well as the annual consolidated financial statements for the year ended December 31, 2013, together with the notes thereto, available under the Company’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com.

All monetary amounts are reported in United States dollars and in accordance with IFRS unless otherwise noted. This MD&A is dated May 30, 2014.

Forward-Looking Statements

This MD&A (including, without limitation, the sections discussing Adira’s Financial Conditions and Results of Operations) contains certain forward-looking statements. All statements other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “contemplate”, “target”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event or result “may”, “will”, “can”, “should”, “could” or “might” occur or be achieved and other similar expressions. These statements are based upon certain assumptions and analyses made by management in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. However, whether actual results and developments will conform with management’s expectations is subject to a number of risks and uncertainties, including the considerations discussed herein and in other documents filed from time to time by the Company with Canadian security regulatory authorities, general economic, market or business conditions, the opportunities (or lack thereof) that may be presented to and pursued by management, competitive actions by other companies, changes in laws or regulations and other factors, many of which are beyond the Company’s control. These factors may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements and there can be no assurance that the actual results or developments anticipated by management will be realized or, even if substantially realized, that they will have the expected results on Adira. All of the forward-looking statements made herein are qualified by the foregoing cautionary statements. The Company expressly disclaims any obligation to update or revise any such forward-looking statements.

Information on the Company

Adira is an early-stage oil and gas exploration company.

Through its subsidiary, Adira Energy Israel Ltd. (“Adira Israel”), the Company holds two petroleum licenses in the State of Israel, being license No. 378 (the “Gabriella License”) and license No. 380 (the “Yitzhak License” and together with the Gabriella License, the “Licenses”).

As discussed below, on October 15, 2013, the Company relinquished license No. 388 (the “Samuel License”), back to the State of Israel.

The Company’s current trading symbol on the TSX Venture Exchange (the “Exchange”) is “ADL”. The Company also trades on the OTC Bulletin Board with the trading symbol “ADENF” and on the Frankfurt Stock Exchange with the trading symbol “OAM1”.

1

Significant Development during the period

In 2013, as a result of challenging markets and difficulty in raising funds to drill multi well program, the Company significantly reduced its activity, relinquished the Samuel license, and ceased operation on the Gabriella License. Furthermore, there was nominal exploration activity completed on the Yitzhak License. During the first quarter of 2014, the Company focused on further reducing its liabilities and seeking additional financing opportunities. In order to maintain the Licenses, the Company will be required to expend amounts in respect of exploration expenditures for certain milestones on each of the Licenses. As of the date hereof, the Company does not believe that it will be able to meet all of the milestones as they become due.

As of the date hereof, Adira Israel has settled most of its account with its creditors. In 2014, a claim was raised by one of its creditors against Adira Israel in the approximate amount of $750 thousand with respect to payments made to other creditors. While the Company has rejected these allegations, it is currently negotiating a settlement agreement regarding this claim. The Company is presently unable to estimate the final outcome of this claim and whether it will result in any liability in 2014.

On February 16, 2014, the Ministry (as defined below) published new guidelines in respect of security guarantee payments (the “Security Deposits”) for all offshore petroleum licenses, requiring each license consortium to deposit $2.5 million per offshore license with the Ministry by March 31, 2014. The deadline for payment has subsequently been extended to July 31, 2014. As of the date hereof, the Company does not have sufficient funds to make its pro rata share of the Security Deposits. The Company is currently examining the consequences of the above mentioned guidelines on the Company’s operations. Should the consortiums on each of the License fail to meet these requirements, the Ministry will view such failure as a default on the license and will have the right to retract the Licenses that are in default.

Overall Performance

Business Overview

Gabriella License

The Gabriella License covers 97,000 acres (392 square kilometers) and is approximately 10 kilometers offshore Israel between Netanya and Ashdod. The Gabriella License was issued to the Company on July 15, 2009 for an initial three year exploration period, subject to renewal for an additional period of four years and a second additional period of two years in the case of a discovery. Thereafter, a 30-50 year lease maybe granted if a “discovery” (as defined in the Israeli Petroleum Law 5712 & 1952 and the regulations promulgated thereunder (“Israeli Petroleum Law”)) is made. On October 16, 2013, the Ministry of Energy and Water of the State of Israel (the “Ministry”) granted an extension of the expiration of the Gabriella License until September 1, 2014, with a corresponding extension of certain milestones.

The following table sets out the current work program that must be completed in order to maintain the Gabriella License:

Gabriella Work Program	Milestone Dates
1. Submit to the Ministry a request for approval of a new operator	February 28, 2014
2. Execute a contract with a drilling contractor	April 30, 2014
3. Complete an Antisotricpic PSDM and coherent sub surface model	July 31, 2014
4. Spud the first well	August 31, 2014

Adira Israel and the other Gabriella License participants have missed the February 28, 2014, deadline to submit to the Ministry a request for approval of a new operator and the April 30, 2014, deadline to execute a contract with a drilling contractor. Until such defaults are rectified, the consortium is at risk of the Ministry retracting the Gabriella License.

2

In January 2010, the Company, through Adira Israel, entered into an agreement with Modi’in Energy Limited Partnership (“MELP”) and Modi’in Energy Management (1992) Ltd. (“MEGP”) to transfer 70% of its participating interests in the Gabriella License to MELP (the “Gabriella 2010 Agreement”). In January 2010, a subsidiary of Brownstone Energy Inc. (“Brownstone”) exercised its option to purchase 15% of the participating interests in the Gabriella License. To date, Brownstone’s interest in the Gabriella License has not been registered with the Ministry; however Adira Israel holds Brownstone’s 15% interest in trust on behalf of Brownstone pursuant to an agreement dated July 7, 2011.

The relationship of the Gabriella License participants is governed by a joint operating agreement or “JOA” (the “Gabriella JOA”). Pursuant to the Gabriella JOA, Adira Israel is the operator of the Gabriella License. The Gabriella License participants used to pay Adira Israel an operating fee (the “Operator Fee”), however, pursuant to the Settlement Agreement (as defined below), since Adira did not pay the Settlement Costs (as defined below), as of January 1, 2013, Adira ceased to receive the operator fees. In connection with the extension of the Gabriella License, Adira Israel has agreed to resign as the operator of the Gabriella License. The Gabriella License participants had until February 28, 2014, to name an alternative operator for Ministry approval, but have failed to meet this deadline.

Adira Israel was also entitled to receive (a) 4.25% of the 7.5% management fees payable by MELP to MEGP (the “Management Fee”), and (b) an overiding royalty interest (“ORRI”) in the aggregate amount of 4.5% (2.25% from each of MELP and MEGP) from any resources extracted from the Gabriella License until MELP recovers the pro rata exploration expenditures incurred by it, after which time the royalty increases to an aggregate of 10.5% (5.25% from each of MELP and MEGP), however, as discussed below, such entitlements have since been relinquished.

Between July 2012 and January 2013, Adira Israel, MELP and Brownstone entered into various agreements for the purpose of drilling an exploration well on the Gabriella License. The drilling, however, was not accomplished and Adira Israel and MELP similarly alleged that the other was in default of various obligations under the Gabriella JOA and other agreements entered into on behalf of the Gabriella License participants. Accordingly, on February 11, 2013, Adira Israel, in its capacity as operator under the Gabriella JOA, suspended operations on the Gabriella License due to lack of funding and lack of reasonable expectation of funding to meet certain work program obligations.

Effective July 8, 2013 (the “Settlement Agreement Effective Date”), Adira Israel entered into a settlement and release agreement (the “Settlement Agreement”) with MELP and Brownstone to resolve the abovementioned disputes and the related suspension of operations. Pursuant to the Settlement Agreement, the Gabriella License participants agreed to waive and release each other from any claims and demands that they may have against each other with respect to the Gabriella License. The Agreement further provides that the Gabriella License participants will fund their proportionate share of costs incurred in connection with the attempted drilling of the exploration well. Adira Israel’s net share of the costs totals approximately $3.3 million (the “Settlement Costs”) and was payable in stages over a 60-90 day period from the Settlement Agreement Effective Date. Additionally, Adira Israel agreed to relinquish several entitlements, including, but not limited to, the Management Fee. In the event that Adira Israel did not pay the Settlement Costs, Adira Israel was required to relinquish its ORRI and, at MELP’s request, may be required to withdraw from the Gabriella JOA and assign its participating interest in the Gabriella License to the remaining Gabriella License participants. To date, Adira Israel has not paid the Settlement Costs and has relinquished its ORRI. Although MELP has yet to make the forgoing request, Adira Israel remains at risk of being required to withdraw from the Gabriella License.

Yitzhak License

The Yitzhak License covers 31,555 acres (127.7 sq. km) and is located approximately 9 km offshore and is contiguous to the Gabriella License. The Yitzhak License was issued in October 2009 to Adira Israel (85% working interest) and Brownstone (15% working interest) for an initial three year exploration period and may be renewed upon fulfillment of certain conditions for an additional four year period plus an additional 2 year renewal option in the case of a reserve discovery. Thereafter, a 30-50 year lease may be pursued if a “discovery” (as defined in the Israeli Petroleum Law) is made. On October 16, 2013, the Ministry granted an extension of the expiration of the Yitzhak License until October 15, 2014, with a corresponding extension of certain milestones.

3

The following table sets out the current work program that must be completed to maintain the Yitzhak License:

Yitzhak Work Program	Milestone Dates
1. Execute a contract with a drilling contractor	September 30, 2014

On January 9, 2012, Adira Israel received approval from the Petroleum Commissioner of Israel (the “Commissioner”) to farm-out a 5% carried working interest to AGR Group ASA (“AGR”) and a 20% working interest (subject to dilution explained below) to Ellomay Oil and Gas 2011 LP, a limited partnership (“Ellomay”) whose general partner is a wholly-owned subsidiary of Ellomay Capital Ltd. In accordance with the Ellomay Farm-Out Agreement (as defined below), Ellomay has since transferred half of its working interest (being 10%) back to Adira Israel for no cost. Following this transfer, Adira Israel has a 70% interest in the Yitzhak License, Brownstone has a 15% interest, AGR has a 5% interest and Ellomay a 10% interest. The new holdings have yet to be approved by the Commissioner

The farm-out agreement between Adira Israel and AGR, dated November 29, 2011 (the “AGR Farm-Out Agreement”), provides, among other things, that: (a) AGR’s 5% working interest is carried by the remaining holders of the Yitzhak License through the exploration period; (b) AGR issued to Adira Israel a 3% ORRI on AGR’s share of production, until repayment of AGR's expenditures in the work program and a 4.5% ORRI from that point forward; (c) AGR will be designated lead operator in accordance with Israeli regulations definition of “Operator”, with the continued involvement of Adira Israel as “Co-Operator”; and (d) AGR will be appointed as engineering services contractor on the Yitzhak License, with the continued involvement of Adira Israel as part of the core professional team led by AGR .

The farm-out agreement between Adira Israel and Ellomay, dated November 29, 2011 (the “Ellomay Farm-Out Agreement”), provides, among other things, that: (a) Ellomay will reimburse Adira Israel for its proportionate share of the costs incurred by Adira Israel on the Yitzhak License, plus interest at LIBOR plus 1%; and (b) Ellomay will issue to Adira Israel a 3% ORRI on Ellomay’s share of production, until repayment of Ellomay's expenditures in the work program and a 4.5% ORRI from that date forward.

Adira Israel, Brownstone, AGR and Ellomay signed a joint operating agreement (the “Yitzhak JOA”) on September 11, 2012, to regulate their commercial relationship in respect of the Yitzhak License. The Yitzhak JOA incorporated the terms of the AGR Farm-Out Agreement and the Ellomay Farm-Out Agreement.

On June 13, 2012, Adira Israel granted to MELP an option (“MELP Yitzhak Option”) to purchase from Adira Israel a 15% participating interest in the Yitzhak License (the “MELP Yitzhak Option Interest”). The MELP Yitzhak Option may be exercised until 14 days before signing of the rig contract for the Yitzhak License. If MELP exercises the MELP Yitzhak Option, then it must reimburse Adira Israel for expenditures in respect of the MELP Yitzhak Option Interest incurred up to the date of transfer of the MELP Yitzhak Option Interest. MELP must also issue to Adira Israel an ORRI of 3% with respect to all oil and gas (including any distillate and condensate) produced, saved and marketed from the area covered by Yitzhak License that is attributable to the MELP Yitzhak Option Interest, before payout, and 4.5% after payout. The transfer of the MELP Yitzhak Option Interest is subject to the approval of the Commissioner.

Samuel License

As a result of challenging markets and difficulty in raising significant funds to drill multi well programs, on October 14, 2103, Adira Geo Global Ltd. (“Adira Geo Global”), a partly-owned subsidiary of the Company, Adira Oil Technologies Ltd., a wholly-owned subsidiary of the Company, and the other Samuel License consortium members relinquished the Samuel License back to the State of Israel. Adira indirectly (through Adira Energy Holding Corp.) owns 60% of Adira Geo Global and Geo Global Resources (India) Inc. owns 40%. The Ministry approved the surrender of the Samuel License on October 15, 2013.

4

Yam Hadera Option

Pursuant to the Gabriella 2012 Agreement, Adira Israel has an option (the “Yam Hadera Option”) to acquire up to a 15% participating interest in the Yam Hadera License, located 30 kilometers offshore Israel, between Hadera and Haifa and North West of Adira’s Yitzhak license. The Yam Hadera Option is exercisable until 14 days prior to the signing of a rig contract for the Yam Hadera License.

Myra and Sara Option

The Company has an option to acquire up to a 5% participating interest in two licenses called the Myra License and Sara License (the “M&S Option”). The Company obtained the M&S Option from Adira Barbados prior to its dissolution. The Company currently ascribes no value to the Myra and Sara Licenses and as such it does not consider it to be material to its operations.

Capital Expenditures and Divestitures

During the three month period ended March 31, 2014, the Company incurred no capital expenditures or disposition of property and equipment.

The Company's currently has no planned capital expenditures for the next twelve months.

Additional Disclosure for Venture Issuers without Significant Revenues:

		Three Month Period Ended
		March 31,
		2014		2013
		U.S. dollars in thousands
Capitalized and expensed Exploration costs	$	-	$	3,108
General and administrative expenses (including share based compensation)	$	15	$	1,472

5

Discussion of Operations

The following is a discussion of the results of operations which have been derived from the interim consolidated financial statements of the Company for the three month period ended March 31, 2014:

	Three Month Period Ended
	March 31,
	2014		2013
	U.S. dollars in thousands
Revenues and other income	-		13
Expenses:
Exploration expenses	-		1,893
General and administrative expenses	15		1,472
Impairment charge (reversal)	(431	)	2,243
Total expenses	(446	)	5,608
Operating profit (loss)	446		(5,595	)
Financing income	-		2,480
Financing expense	(40	)	(13	)
Profit (loss) before income taxes	406		(3,128	)
Income taxes			-
Net profit (loss) and comprehensive profit (loss)	406		(3,128	)
Net profit (loss) and comprehensive profit (loss) attributed to:
Equity holders of the parent	406		(3,128	)
Non-controlling interests	-		-
Basic and diluted net profit (loss) per share attributable to equity holders of the parent	0.01		(0.05	)
Weighted average number of Ordinary shares used in computing basic and diluted net loss per share	60,260,363		60,260,363

6

Revenues and Other Income

		Three Month Period Ended
		March 31,
		2014		2013
		U.S. dollars in thousands
Consulting fees	$	-	$	12
Operator fees		-		1
	$	-	$	13

“Consulting fees” relates to consulting services in respect of the Licenses and the Samuel License on a “time and materials” basis. For the year three month period ended March 31, 2014, the Company earned no consulting fees as compared to $12 thousand for the three month period ended March 31, 2013.

“Operator fees” relate to fees that the Company received as the operator on the Licenses and the Samuel License, at a fixed rate of the total exploration costs incurred by the respective Unincorporated Joint Ventures (“UJVs”). For the three month period ended March 31, 2014, the Company earned no operator fees, as compared to $1 thousand for the three month period ended March 31, 2013.

The decrease in Consulting fees and Operation fees in 2014 is due to the fact that there were no exploration activities on the license during 2014. In early 2013 the Company ceased the planned drilling operations on the Gabriella License, and there were minimal activities on the Yitzhak License and Samuel License (which was returned to the Ministry during 2013).

Expenses

Exploration Expenses

For the three month period ended March 31, 2014, exploration expenses amounted to Nil as compared to $1.9 million for three month period ended March 31, 2013. The decrease in exploration expenses is due to the reduced operations on the Licenses in 2014.

General and Administrative Expenses

For the three month period ended March 31, 2014, general and administrative expenses amounted to $15 thousand as compared to $1.5 million for the three month period ended March 31, 2013. The decrease in general and administrative expenses resulted primarily from the decrease of the Company’s exploration activities since its suspended operations on the Gabriella License, a significant reduction in the number of people that it employed and a reduction in rental and other related expenses.

Impairment Charge (Reversal)

For the three month period ended March 31, 2014, the impairment charge reversal amounted to $431 thousand as compared to a charge of $2.2 million for the three month period ended March 31, 2013. The reversal of the impairment relates to discounts that the Adira negotiated with suppliers in respect of outstanding obligations on the Licenses. The amount in 2013 relates primarily to costs that had been capitalized to exploration and evaluation assets prior to the suspension of operations on the Gabriella License, and which have subsequently been written–off, and the Company’s decision to write off expenses on the Yitzhak License due to the low probability of realization of the asset from either the successful development or sale of the Yitzhak License in the near future.

7

Financing Income/Expense

For the three month period ended March 31, 2014, financing income amounted to Nil as compared to $2.5 million for the three month period ended March 31, 2013, and financing expenses of $40 thousand for the three month period ended March 31, 2014 as compared to $13 thousand for the three month period ended March 31, 2013.

The Company is exposed to financial risk related to the fluctuation of foreign exchange rates. The Company operates in Israel, most of its monetary assets are held in U.S. dollars and most of its expenditures are made in U.S. dollars. However, it also has expenditures in NIS and Canadian dollars. The Company has not hedged its exposure to currency fluctuations.

Net Profit/Loss

The Company reported a net profit and comprehensive profit for the three month period ended March 31, 2014 of $406 thousand as compared to a net loss and comprehensive loss of $3.1 for the three month period ended March 31, 2013. The primary reason for the profit in 2014 is due to the reversal of impairment charges made in prior years which are relating to discounts that Adira negotiated with suppliers in respect of outstanding obligations on the Licenses.

Inflation

During the three month periods ended March 31, 2014 and March 31, 2013, inflation has not had a material impact on the Company’s operations.

Government Regulation

The Licenses have been granted to us, through various subsidiaries, by the State of Israel under the Israeli Petroleum Law, and our evaluation and exploration activities in the areas covered by the Licenses must be undertaken in compliance with work plans approved by the Commissioner.

Summary of Quarterly Results

		Quarter ended
		March 31, 2014	December 31, 2013		September 30, 2013		June 30, 2013
		U.S dollars in thousands, except per share data
Revenues	$	-	-		-		4
Net Profit (loss)	$	446	(70	)	(2,478	)	32
Net Profit (loss) per share*	$	0.01	(0.01	)	(0.04	)	0.01

*Attributable to equity holders of the Company, post Consolidation

		Quarter ended
		March 31, 2013		December 31, 2012		September 30, 2012		June 30, 2012
		U.S dollars in thousands, except per share data
Revenues	$	13		318		422		489
Net Profit (loss)	$	(3,128	)	(7,264	)	(1,460	)	(865	)
Net Profit (loss) per share*	$	(0.05	)	(0.12	)	(0.03	)	(0.03	)

*Attributable to equity holders of the Company, post Consolidation

Net profit (loss) per quarter is a function of the exploration and operational activity during that quarter. There is no seasonal trend. Net losses in the quarter ended December 31, 2012, were significantly higher than the preceding periods due to an impairment charge in respect of the Samuel license. The net loss for the quarter ended March 31, 2013, resulted primarily from an impairment charge in respect of the Gabriella License and the net profit for the quarter ended June 30, 2013, is due to reduced general and administrative expenses and finance income recorded in respect of the re-measurement of the warrants issued in August 2012. The net loss for the quarter ended September 30, 2013, resulted primarily from an impairment charge in respect of the Yitzhak license and the net loss for the quarter ended December 31, 2013 was significantly reduced in line with the reduced activities of the Company. The profit during the first quarter ended March 31, 2014 is due to the reversal of impairment write-offs made in previous years.

8

Liquidity

Liquidity is a measure of a company’s ability to meet potential cash requirements. The Company has historically met its capital requirements through the issuance of common shares.

The Company has an accumulated deficit of $34.2 million as of March 31, 2014 ($34.6 million as of December 31, 2013), and the Company had positive cash flows from operations of $164 thousand during the three month period ended March 31, 2014 (positive cash flows of $1.2 million during the three month period ended March 31, 2013). The ability of the Company to continue a going concern depends upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development, and upon future profitable operations from the properties or proceeds from their disposition. The Company is an exploration stage company and has not earned any revenues from its oil and gas properties to date.

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. The Company is considering various alternatives with respect to raising additional capital to remedy any future shortfall in capital, but to date has made no specific plans or arrangements. Because of the early stage of the Company's operations and the Company's absence of any material oil and natural gas reserves, there can be no assurance this capital will be available and if it is not, the Company may be forced to substantially curtail or cease exploration, appraisal and development expenditures.

In 2013, as a result of challenging markets and difficulty in raising funds to drill multi well program, the Company significantly reduced its activity, relinquished the Samuel license, and ceased operations in Gabriella. Furthermore, there was nominal exploration activity in the Yitzhak License. During the first quarter of 2014 there was no operational activity on the Licenses.

During the three month period ended March 31, 2014, the Company’s overall position of cash and cash equivalents increased by $175 thousand. This increase in cash can be attributed to the following:

The Company’s net cash generated from operating activities during the three month period ended March 31, 2014 was $164 thousand as compared to $1.2 million for the three month period ended March 31, 2013. This decrease is due to the reduced activities during the period. The generation of cash during the period is a as result of a significant decrease in accounts receivable, offset by a smaller increase in accounts payable.

Cash generated from investing activities during the three month period ended March 31, 2014 was $15 thousand as compared to cash used in investing activities of $2.5 million during the three month period ended March 31, 2013. The generation of cash from investment activities in 2014 relates to the decreased in restricted cash. In 2013, the case used in operating activities related primarily to investment in exploration and evaluation activities.

Cash provided by financing activities for the three month periods ended March 31, 201,4 and March 31, 2013, was Nil.

There are no legal restrictions on transferring funds between Canada and Israel.

Capital Resources

At March 31, 2014, the Company’s cash and cash equivalents were $792 thousand (March 31, 2013 - $1.1 million). The majority of this balance is being held in US Dollars. Our working capital at March 31, 2014 was $153 thousand as compared to negative $4.1 million at March 31, 2013. The improvement in 2014 is a result of the sale of assets and reduction in obligations by way of settlement agreements with suppliers.

9

Commitments

Adira Israel has Ministry mandated commitments to complete work programs for each of the Licenses. Please see “Business Overview” above for information on the Company’s commitments on the Licenses.

As discussed above, in order to maintain the Licenses, the Company will be required to expend amounts in respect of exploration expenditures for certain milestones on each of the Licenses. As of the date hereof, the Company does not currently believe that it will be able to meet all of the milestones as they become due.

As of March 31, 2014, the Company’s share of the remaining contractual commitments for the Licenses was Nil.

Additionally, On February 16, 2014, the Ministry published new guidelines (the “Guidelines”) in respect of security guarantee payments (“Security Deposit”) for all offshore licenses that require each license consortium to deposit $2,500 per offshore license with the Ministry by March 31, 2014. On March 27, 2014, the Ministry announced that it has extended the deadline for the Security Deposit until May 15, 2014. On May 11,2014, the Ministry announce that it has further extended the deadline for the Security Deposit until July 31, 2014. As of the date hereof, the Company does not have sufficient funds to make its pro-rate share of the Security Deposit. The Company is currently examining the consequences of the Guidelines on its operations. Should the consortiums on each of the License fail to meet these requirements, the Ministry will view such failure as a default on the license and will have the right to retract the Licenses that are in default.

Approved Expenditures Relating to the Gabriella and Yitzhak

As of March 31, 2014, all budgeted and planned expenses for the advancement of the drilling programs on the Licenses have been suspended until the Company receives the extensions for its Licenses.

As discussed above, in order to maintain the Licenses the Company, through Adira Israel, is required to expend additional amounts in respect of exploration expenditure for certain milestones on each of the Licenses. As of the date hereof, the Company does not believe that it can meet all of its drilling and related expenditures as they become due to maintain its interests in its oil and gas properties. These oil and gas expenditure obligations are not fixed and cannot be pre-determined with certainty. Failure to meet the obligations may result in the loss of Adira Israel’s participating interests in the Licenses.

Disclosure of Outstanding Share Data

As of the date hereof, the Company has 60,260,318 common shares outstanding, 82,365,640 warrants outstanding and 2,842,665 stock options granted to directors, officers and employees.

Management of Capital

		Three Month Period Ended
		March 31,
		2014			2013
		U.S. dollars in thousands
EQUITY
Share capital	$	-		$	-
Additional paid-in capital		33,954			34,041
Accumulated deficit		(34,759	)		(31,975	)
Equity attributable to equity holders of the parent		195			2,066
Non-controlling interests		-			-
Total equity (deficit)	$	195		$	2,066

10

The Company is an early-stage exploration company and currently does not generate significant cash flows from operations. The Company’s primary source of funds comes from the issuance of share capital. The Company does not use other sources of financing that require fixed payments of interest and principal and is not subject to any externally imposed capital requirements.

The Company defines its capital as share capital plus warrants. To effectively manage the Company’s capital requirements, the Company has a planning and budgeting process in place to ensure that adequate funds are available to meet its strategic goals. The Company monitors actual expenses to budget to manage its costs and commitments.

The Company’s capital management objective is to maximize investment returns to its equity-linked stakeholders within the context of relevant opportunities and risks associated with the Company’s operations. Achieving this objective requires management to consider the underlying nature of exploration activities, the availability of capital, the cost of various capital alternatives and other factors. Establishing and adjusting capital requirements is a continuous management process.

Although the Company has been successful at raising funds in the past through the issuance of share capital, there can be no assurance that future financings will be successful.

Off-Balance Sheet arrangements

See “Commitments” above.

Transactions with Related Parties

No director or senior officer of the Company, and no associate or affiliate of the foregoing persons, and no insider has or has had any material interest, direct or indirect, in any transactions, or in any proposed transactions, which in either such case has materially affected or will materially affect the Company or the Company's predecessors since the beginning of the Company's last completed fiscal year except as follows:

During the three month period ended March 31, 2014, the Company incurred $73 thousand in consulting fees and operating expenses to private companies which are controlled by directors or officers of the Company, as compared to $119 thousand during the three month period ended March 31, 2013.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Proposed Transactions

There are currently no proposed transactions that are expected to affect the financial condition, results of operations and cash flows of the Company.

Critical Accounting Policies and Estimates

The Company’s results of operation and financial condition are based on its consolidated financial statements, which are presented in accordance with IFRS. Certain accounting principles require it to make certain estimates, judgments and assumptions. Management believes that the estimates, judgments and assumptions upon which it relies are reasonable based upon information available to it at that time. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are material differences between these estimates, judgments or assumptions and actual results, the Company’s financial statements will be affected. The significant accounting policies and estimates that Management believes are the most critical to aid in fully understanding and evaluating the Company’s reported financial results include the following:

• Exploration and evaluation assets;

11

• Share-based payment transactions;
• Joint oil and gas ventures;
• Farm out arrangements in the exploration and evaluation phase;
• Impairment of financial assets; and
• Revenue recognition.

The key assumptions made in the financial statements concerning uncertainties at the end of the reporting period and the critical estimates computed by the Group that may result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Exploration and evaluation assets

Pre-license costs

Pre-license costs are expensed in the period in which they are incurred.

Exploration and evaluation costs

Oil and natural gas exploration and development expenditure is accounted for using the successful efforts method of accounting.

During the geological and geophysical exploration phase, costs are charged against income as incurred. Costs directly associated with an exploration well in its drilling phase, for which it has not yet been determined whether there are proved reserves or it is not commercially viable, are capitalized as exploration and evaluation intangible assets until the drilling of the well is complete and the results have been evaluated. These costs include employee remuneration, materials and fuel used, rig costs and payments made to contractors. If no reserves are found, the exploration asset is tested for impairment. If extractable hydrocarbons are found and, subject to further appraisal activity (e.g., by drilling further wells), are likely to be developed commercially, the costs continue to be carried as an intangible assets while sufficient and continued progress is made in assessing the commerciality of the hydrocarbons. All such costs are subject to technical, commercial and management review as well as review for impairment at least once a year to confirm the continued intent to develop or otherwise extract value from the discovery. When this is no longer the case, the costs are written off. When proved reserves of oil are determined and development sanctioned, the relevant expenditure is transferred to oil and gas properties after impairment is assessed and any resulting impairment loss is recognized.

Share-based payment transactions

The Company's employees and other service providers are entitled to remuneration in the form of equity-settled share-based payment transactions.

The cost of equity-settled transactions with employees is measured at the fair value of the equity instruments granted at grant date. The fair value is determined using an appropriate pricing model. As for other service providers, the cost of the transactions is measured at the fair value of the goods or services received as consideration for equity instruments. In cases where the fair value of the goods or services received as consideration of equity instruments cannot be measured, they are measured by reference to the fair value of the equity instruments granted.

The cost of equity-settled transactions is recognized in profit or loss, together with a corresponding increase in equity, during the period which the performance and service conditions are to be satisfied, ending on the date on which the relevant employees become fully entitled to the award (the “vesting period”). The cumulative expense recognized for equity-settled transactions at the end of each reporting period until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. The expense or income recognized in profit or loss represents the movement in the cumulative expense recognized at the end of the reporting period.

If the Company modifies the conditions on which equity-instruments were granted, an additional expense is recognized for any modification that increases the total fair value of the share-based payment arrangement or is otherwise beneficial to the employee/other service provider at the modification date. If a grant of an equity instrument is cancelled, it is accounted for as if it had vested on the cancellation date, and any expense not yet recognized for the grant is recognized immediately. However, if a new grant replaces the cancelled grant and is identified as a replacement grant on the grant date, the cancelled and new grants are accounted for as a modification of the original grant, as described above.

12

Joint oil and gas ventures

The Company, through certain subsidiaries, conducts petroleum and natural gas exploration activities jointly with other participants who each have direct interests in the assets and each are directly obligated for the liabilities of the ventures. Consequently, these financial statements reflect only the Company's proportionate interest in such activities.

The Company accounts for its share of the joint venture's assets, liabilities it has incurred, income from the sale or use of its share of the joint venture's output, together with its share of the expenses incurred by the joint venture and any expenses it incurs in relation to its interest in the joint venture.

Farm-out arrangements in the exploration and evaluation phase

A “farm-out” is the transfer of an oil and gas interest in consideration for an agreement by the transferee (the “farmee”) to meet, absolutely, certain expenditures which would otherwise have to be undertaken by the original interest holder (the “farmor”). Farm-out transactions generally occur in the exploration or development phase and are characterized by the transferor (i.e. farmor) giving up future economic benefits, in the form of reserves, in exchange for a reduction in future funding obligations.

Accordingly, the farmee recognizes its expenditure under the arrangement in respect of its interest and that retained by the farmor, as and when the costs are incurred.

The Company, as the farmor, accounts for the farm-out arrangement as follows:

• the Company does not record any expenditure made by the farmee on its behalf;
• the Company does not recognize a gain or loss on the farm out arrangement, but rather designates any costs capitalized in relation to the whole interest as relating to the partial interest retained; and
• any cash consideration received is credited against costs previously capitalized in relation to the whole interest with any excess accounted for by the farmor as a gain on disposal.

Impairment of financial assets

At the end of each reporting period, the Company assesses whether there is objective evidence of impairment of a financial asset or group of financial assets carried at amortized cost.

As of the date hereof, there is objective evidence of impairment of debt instruments and receivables as a result of one or more events that has occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows. Evidence of impairment may include indications that the debtor is experiencing financial difficulties, including liquidity difficulty and default in interest or principal payments. The amount of the loss recorded in profit or loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not yet been incurred) discounted at the financial asset's original effective interest rate (the effective interest rate computed at initial recognition). If the financial asset has a variable interest rate, the discount rate is the current effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account (see allowance for doubtful accounts above). In a subsequent period, the amount of the impairment loss is reversed if the recovery of the asset can be related objectively to an event occurring after the impairment was recognized. The amount of the reversal, up to the amount of any previous impairment, is recorded in profit or loss.

13

Revenue recognition

Revenues are recognized in the statement of comprehensive loss when the revenues can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

The Company’s revenues are mainly derived from:

1. Operator fees - The Company acts as the operator or joint operator on the Licenses and is entitled to operator fees and revenues are recognized in accordance with the terms of the JOAs, as exploration expenses are incurred in the UJV’s.

2. Consulting fees – The Company provides consulting services in respect of the Licenses on a “time and materials” basis. Consulting fees are recognized as revenues as the services are rendered to the respective UJV’s.

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

There were no changes to the Company’s internal controls over financial reporting in the three month period ended March 31, 2014, which have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

As of March 31, 2014, the Company evaluated its disclosure controls and procedures and internal control over financial reporting, as defined by the Canadian Securities Administrators. These evaluations were carried out under the supervision of and with the participation of management, including the Company’s chief financial officer. Based on these evaluations, the chief financial officer concluded that the design of these disclosure controls and procedures and internal control over financial reporting were effective.

Financial Instruments and Other Instruments

The Company’s financial instruments have been designated as follows:

Cash and cash equivalents	- Held-for-trading;
Restricted Cash	- Held-for-trading;
Accounts receivable	- Receivables;
Accounts payable and accrued liabilities	- Other financial liabilities;

The carrying values of cash and cash equivalents, restricted cash and accounts receivable and accounts payable approximate their fair values due to the short-term maturity of these financial instruments.

Risks and Uncertainties

Credit risk

The Company manages credit risk, in respect of cash and cash equivalents, and restricted cash, by holding them at major Canadian and Israeli financial institutions in accordance with the Company’s investment policy. The Company places its cash and cash equivalents with high credit quality Israeli and Canadian financial institutions. Concentration of credit risk exists with respect to the Company’s cash and cash equivalents and accounts receivable. As of March 31, 2014, the Company’s exposure is for cash held in bank accounts, including restricted deposit, in the amount of $792 thousand and on accounts and other receivable of $378 thousand. None of the Company’s accounts receivable is overdue as at March 31, 2014.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in obtaining funds to meet current obligations and future commitments. The Company's approach to managing liquidity risk is to forecast cash requirements to provide reasonable assurance that it will have sufficient funds to meet its liabilities when due. As of March 31, 2014, the Company had cash and cash equivalents of $792 thousand, restricted deposits of $20 thousand and accounts and other receivables of $378 against current trade and other payables in the amount of $1.5 million.

14

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is comprised of two types of risk: interest rate risk, and foreign currency risk.

(i)	Interest rate risk
	The Company is not exposed to significant interest rate risk due to the short-term maturity of its cash equivalents.
(ii)	Foreign currency risk
	The Company is exposed to financial risk related to the fluctuation of foreign exchange rates. The Company operates in Israel. Most of the Company’s monetary assets are held in US dollars and most of the Company’s expenditures are made in US dollars. However, the Company also has expenditures in NIS and Canadian dollars. The Company has not hedged its exposure to currency fluctuations. An increase or decrease of 5% of the NIS or the Canadian Dollar relative to the U.S dollar would not have a significant effect on the Company.

Environmental Risk

Environmental regulations affect the cost of exploration and development, as well as future development operations; however, management does not believe that any provision against environmental regulations is currently required.

For a complete discussion on risk factors, please refer to the Company’s Form 20-F dated April 30, 2014, filed on www.sedar.com.

Other Information

Additional information about the Company, the Company’s quarterly and annual consolidated financial statements, annual information form, technical reports and other disclosure documents, is accessible at the Company’s website www.adiraenergy.com or through the Company’s public filings at www.sedar.com.

# # # #

15

EX-99.6

FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE

I, Gadi Levin, Chief Financial Officer of Adira Energy Ltd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Adira Energy Ltd. (the “issuer”) for the interim period ended March 31, 2014.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 30, 2014

/s/ Gadi Levin
_____________________
Gadi Levin
Chief Financial Officer

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.7

FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE

I, Alan Friedman, Executive Vice President - Corporate Development of Adira Energy Ltd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Adira Energy Ltd. (the “issuer”) for the interim period ended March 31, 2014.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 30, 2014

/s/ Alan Friedman
____________________
Alan Friedman
Executive Vice President - Corporate Development

NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.