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 2016

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	Interim Financial Statements
99.2	Interim MD&A
99.3	52-109FV2 - Certification of Interim Filings - CEO
99.4	52-109FV2 - Certification of Interim Filings - CFO

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 26, 2016

/s/ Gadi Levin                                                                          

Gadi Levin

Chief Financial Officer

EX-99.1

Exhibit 99.1

ADIRA ENERGY LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

AS OF MARCH 31, 2016

UNAUDITED

U.S. DOLLARS IN THOUSANDS

INDEX

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

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

1

NOTICE TO SHAREHOLDERS

The accompanying unaudited condensed consolidated interim financial statements of Adira Energy Ltd. for the three month period ended March 31, 2016 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.

2

ADIRA ENERGY LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

	March 31,			December 31,
	2016			2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	55		$	124
Loan receivable		25			25
Other receivables and prepaid expenses		13			14
Total current assets		93			163
Total assets	$	93		$	409
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade payables	$	4		$	60
Other accounts payable and accrued liabilities		71			65
Total current liabilities		75			125
NON-CURRENT LIABILITIES
Warrant liability		112			112
Total liabilities		187			237
DEFICIT:
Share capital		-			-
Additional paid-in capital		34,060			34,060
Accumulated deficit		(34,154	)		(34,134	)
Total deficit		(94	)		(74	)
Total liabilities and deficit	$	93		$	163

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

3

ADIRA ENERGY LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE PROFIT AND LOSS

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

	Three months ended March 31,						Year ended December 31,
	2016			2015			2015
	Unaudited						Audited
Expenses:
General and administrative expenses	$	21		$	85		$	349
Gain on settlement of accounts payable and other payables		-			-			(25	)
Total expenses		21			85			324
Loss before financing gain (loss) on foreign exchange and gain on revaluation warrant liability		(21	)		(85	)		(324	)
Foreign Exchange gain (loss)		1			7			(23	)
Gain on revaluation of warrant liability		-			-			78
Loss before income taxes		(20	)		(78	)		(269	)
Income taxes								-
Net loss and comprehensive loss	$	(20	)	$	(78	)	$	(269	)
Basic and diluted net loss per share attributable to equity holders of the parent	$	(0.00	)	$	(0.01	)	$	(0.02	)
Weighted average number of Ordinary shares used in computing basic and diluted net loss per share		17,112,022			12,292,022			15,439,508

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
	Number of		Share		Additional paid-in		Accumulated			Total (Deficit)
	shares		capital		capital		deficit			equity
Balance as of December 31, 2014		12,292,022	$	-	$	34,051	$	(33,865	)	$	186
Shares and warrants issued in private placement, net (Note 15(b)(iii))		4,820,000		-		7		-			7
Share-based compensation						2		-			2
Net loss		-		-		-		(269	)		(269	)
Balance as of December 31, 2015		17,112,022	$	-	$	34,060	$	(34,134	)	$	(74	)
Net loss		-		-		-		(20	)		(20	)
Balance as of March 31, 2016		17,112,022	$	-	$	34,060	$	(34,154	)	$	(94	)

					Attributable to equity holders of the parent
	Number of		Share		Additional paid in		Accumulated
	shares		capital		capital		deficit			Total
Balance as of January 1, 2015 (audited)		12,292,022	$	-	$	34,051	$	(33,865	)	$	186
Net loss and comprehensive loss		-		-		-		(78	)		(78	)
Balance as of March 31, 2015 (unaudited)		12,292,022	$	-	$	34,051	$	(33,943	)	$	108

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 March 31,						Year ended December 31,
	2016			2015			2015
	Unaudited						Audited
Cash flows from operating activities:
Net profit (loss)	$	(20	)	$	(78	)	$	(269	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to the profit or loss items:
Revaluation of warrants		-			-			(78	)
Loss on sale of fixed assets		-			1			2
Gain on settlement of accounts payable and other payables		-			-			(25	)
Share-based compensation		-			-			2
		1			1			(368	)
Changes in operating asset and liability items:
Decrease in accounts receivable, other receivables and prepaid expenses		1			33			50
Increase (decrease) in trade payables		(56	)		26			(82	)
Decrease in other accounts payable and accrued liabilities		6			(20	)		9
		(49	)		39			(23	)
Net cash used in operating activities		(69	)		(38	)		(391	)
Cash flows from investing activities:
Proceeds from sale of equipment		-			1			1
Cash provided from loan receivable		-			-		(	(25	)
Decrease in restricted cash		-			9			9
Net cash generated from investing activities		-			10			(15	)
Cash flows from financing activities:
Proceeds from issue of shares		-			-			196
Net cash generated from financing activities		-			-			196
Decrease in cash and cash equivalents		(69	)		(28	)		(210	)
Cash and cash equivalents at the beginning of the period		124			334			334
Cash and cash equivalents at the end of the period	$	55		$	306		$	124

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 ("Adira" or "the Company"), is an oil and gas exploration company. Adira is a limited company, incorporated on April 8, 2009, and domiciled in Toronto, Ontario, Canada.  The registered head office is located at 20 York Mills Road, Suite 400, Toronto,. Ontario, M2P 2C2.  The Company's shares are currently traded on the OTC market in the U.S. and the TSX Venture Exchange ("TSX") in Canada. The consolidated financial statements of the Company for the year ended December 31, 2015 were authorized for issue in accordance with a resolution of the directors on April 28, 2016.

These financial statements have been prepared in a condensed format as of March 31, 2016, 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, 2015, and for the year then ended and the accompanying notes.

Letter of intent to complete a transaction

On November 4, 2015, the Company entered into a letter of intent ("LOI") with SMAART Holdings Inc. ("SMAART") whereby the Company will acquire SMAART through a three cornered amalgamation between the Company and its wholly owned subsidiary (the "Transaction").  In connection with the completion of the Transaction the amalgamated entity (the "Resulting Issuer") intends to continue to be listed on the TSX Venture Exchange using Adira's current listing.

SMAART is a British Columbia based corporation that owns a Nevada, USA subsidiary, SMAART Holdings Corp., which in turn owns the following active subsidiaries:

(i) Empower Healthcare Corporation ("EHC") is an Oregon based corporation that provides physician services to patients. EHC focuses on pain management services and is a pioneer in the recommendation of cannabis based products to its patients.

(ii) The Hemp & Cannabis Company ("THCC") is an Oregon corporation. THCC owns and leases real estate that was used to cultivate cannabis with state licenses in both Oregon and Washington.

(iii) SMAART Inc. is an Oregon corporation that provides administrative services to SMAART owned companies.

(iv) The Hemp & Cannabis Company (Washington) owns a property in Washington state that previously was used to cultivate cannabis on behalf of clinic patients.

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 (CONTINUED)

a. Nature of operations (continued):

The Transaction is subject to a number of conditions typical in a transaction of this nature, including without limitation, the approval by at least 66 2/3% of the votes cast by Adira shareholders at a special meeting of Adira shareholders to approve the Transaction and the approval of the TSX Venture Exchange. On closing of the Transaction, it is expected that current shareholders of Adira will own 10% of the Resulting Issuer, while the current shareholders of the SMAART will own the remaining 90%.

Another condition of the Transaction is that SMAART complete a financing to close concurrently with the completion of the Transaction.

b.         Financial position:

As reflected in the consolidated financial statements, as of March 31, 2016, the Company had an accumulated deficit of $34,154. 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.

8

ADIRA ENERGY LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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

NOTE 3:- EQUITY

a. Stock Option Plan:

The movement in stock options during the three months ended March 31, 2016, was as follows:

	Number of options outstanding			Weighted average exercise price
Balance at December 31, 2015 (audited)		271,334			2.85
Options forfeited		(16,667	)		9.29
Balance at March 31, 2016 (unaudited)		254,667			2.64

The following table summarizes information about stock options outstanding and exercisable as of March 31, 216 (unaudited):

Grant date	Expiry date	Grant date fair value		Exercise price (*)		Number of options outstanding		Number of options exercisable		Average remaining contractual life
May 3, 2011 (*)	May 2, 2016	$	7.80	$	6.93		16,667		16,667		0.09
December 1, 2011 (*)	November 30, 2016	$	3.30	$	5.78		2,000		2000		0.67
August 22, 2012 (*)	August 21, 2017	$	1.05	$	2.31		236,000		236,000		1.39
							254,667		254,667

(*) The exercise price is denominated in Canadian dollars and was translated to USD in the table above using the exchange rate on March 31, 2016.

b.Share purchase warrants:

The following tables summarize information applicable to warrants outstanding as of March 31, 2016:

Issue date	Expiry date	Grant date fair value		Exercise price (*)		Number of warrants
May 7, 2015	May 6, 2018	$	0.04	$	0.03		4,820,000

(*) The exercise price of these warrants is denominated in Canadian dollars and was translated to USD in the table above using the exchange rate as of March 31, 2016.

9

ADIRA ENERGY LTD.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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

NOTE 6:- RELATED PARTY TRANSACTIONS

During the three month period ended March 31, 2016, the Company incurred $2 in consulting fees and operating expenses to private companies which are controlled by directors or officers of the Company, as compared to $34 during the three month period ended March 31, 2015.

These transactions are in the ordinary course of business and are measured at the amount of consideration set and agreed by the related parties.

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

10 

EX-99.2

Exhibit 99.2

Adira Energy Ltd.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the three month period ended March 31, 2016

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, 2016, which has been prepared on the basis of information available up until May 26, 2016. 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, 2016, as well as the annual consolidated financial statements for the year ended December 31, 2015, 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 26, 2016.

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.

Business overview and Significant Developments during the period

Adira was initially incorporated as an oil and gas exploration company with a focus on early-stage exploration in the State of Israel. The focus of the Company has changed as detailed below. 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".

The Company had an option (the "Yam Hadera Option") to acquire up to a 15% participating interest in the Yam Hadera license (the "Yam Hadera License") from Modiin Energy LP ("MELP"). The Yam Hadera Option was exercisable until 14 days prior to the signing of a rig contract for the Yam Hadera License.  On September 22, 2014, the Petroleum Commissioner advised MELP that the Yam Hadera License expired, without further extension being granted, due to the milestones in their work program not being achieved. On October 22, 2014, MELP sent a letter of appeal to the decision with the Minister of Energy and Water, however, in December 2015, MELP was notified that their appeal was denied and that the license has expired.

1

Letter of Intent

In anticipation of the possibility that MELP's appeal in respect of the Yam Hadera License would be denied by the Minister of Energy and Water, and given the increasing challenging market conditions for oil and gas exploration throughout 2015, our Company's management had been looking for additional business opportunities.  On November 5, 2015, the Company and SMAART Holdings Inc. ("SMAART") and the shareholders of SMAART entered into a letter of intent (the "LOI") pursuant to which SMAART and Adira will complete a transaction (the "Transaction"), pursuant to which the resulting corporation (the "Resulting Issuer") will continue to be listed on the TSX Venture Exchange (the "TSXV").

SMAART is a British Columbia based corporation that owns a Nevada, USA subsidiary, SMAART Holdings Corp., which in turn owns the following active subsidiaries:

(i) Empower Healthcare Corporation ("EHC") is an Oregon based corporation that provides physician services to patients. EHC focuses on pain management services and is a pioneer in the recommendation of cannabis based products to its patients.

(ii) The Hemp & Cannabis Company ("THCC") is an Oregon corporation. THCC owns and leases real estate that was used to cultivate cannabis with state licenses in both Oregon and Washington.

(iii) SMAART Inc. is an Oregon corporation that provides administrative services to SMAART owned companies.

(iv) The Hemp & Cannabis Company (Washington) owns a property in Washington state that previously was used to cultivate cannabis on behalf of clinic patients.

The Transaction is subject to a number of conditions typical in a transaction of this nature, including without limitation, the approval by at least 66 2/3% of the votes cast by Adira shareholders at a special meeting of Adira shareholders to approve the Transaction and the approval of the TSXV. On closing of the Transaction, it is expected that current shareholders of Adira will own 10% of the Resulting Issuer, while the current shareholders of SMAART will own the remaining 90%.

In addition, SMAART will complete a financing to close concurrently with the completion of the Transaction.. Such funds will be available as working capital for the Resulting Issuer.

Capital Expenditures and Divestitures

During the three month period ended March 31, 2016, the Company did not incur any capital expenditures or disposals.

The Company's currently has no planned capital expenditures in connection with its prior operations for the next twelve months.

Additional Disclosure for Venture Issuers without Significant Revenues:

	Three Month Period Ended March 31,
	2016		2015
	U.S. dollars in thousands
Capitalized and expensed Exploration costs	$	-	$	-
General and administrative expenses	$	21	$	85

2

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, 2016:

	Three Month Period Ended March 31,
	2016			2015
	U.S. dollars in thousands (except per share data)
Expenses:
General and administrative expenses		21			85
Total expenses		21			85
Operating loss		(21	)		(85	)
Foreign exchange gain		1			7
Loss before income taxes		(20	)		(78	)
Income taxes
Net loss and comprehensive loss		(20	)		(78	)
Basic and diluted net loss per share attributable to equity holders of the parent	$	(0.00	)		(0.01	)
Weighted average number of Ordinary shares used in computing basic and diluted net loss per share		17,111,022			12,292,022

3

General and Administrative Expenses

For the three month period ended March 31, 2016, general and administrative expenses amounted to $21 thousand as compared to $85 thousand for the three month period ended March 31, 2015. The expenses in 2016 represent a continued decline in expenses over the last several quarters as the company continues to wind down its exploration activities.

Foreign Exchange Gain (Loss)

For the three month period ended March 31, 2016, the foreign exchange gain amounted to $1 thousand as compared to a gain of $7 thousand loss for the three month period ended March 31, 2015. The Company is exposed to financial risk related to the fluctuation of foreign exchange rates. The Company operated 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 and comprehensive loss for the three month period ended March 31, 2015 of $20 thousand as compared to a net and comprehensive loss of $78 thousand for the three month period ended March 31, 2015. The primary reason for the loss in 2016 is due to general and administration expenses, with no related income.

Inflation

During the three month periods ended March 31, 2016 and March 31, 2015, inflation has not had a material impact on the Company's operations.

Summary of Quarterly Results

		Quarter ended
		March 31, 2016			December 31, 2015			September 30, 2015			June 30, 2015
	U.S dollars in thousands, except per share data
Revenues		$	-			-			-			-
Net Profit (loss)		$	(20	)		(16	)		(20	)		(155	)
Net Profit (loss) per share*		$	(0.00	)		(0.00	)		(0.00	)		(0.01	)
*Attributable to equity holders of the Company, post share consolidation

		Quarter ended
		March 31, 2015			December 31, 2014			September 30, 2014			June 30, 2014
	U.S dollars in thousands, except per share data
Revenues		$	-			-			-		-
Net Profit (loss)		$	(78	)		(143	)		(84	)	516
Net Profit (loss) per share*		$	(0.01	)		(0.01	)		(0.01	)	0.04
*Attributable to equity holders of the Company, post share consolidation

Net profit (loss) per quarter is a function of the operational activity during that quarter. There is no seasonal trend. The profit during the last eight quarters as been in decline as the company reduces its exploration activities.

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 $34,154 thousand as of March 31, 2016 ($34,124 thousand as of December 31, 2015), and the Company had negative cash flows from operations of $69 thousand during the three month period ended March 31, 2016 (negative cash flows of $28 thousand during thethree month period ended March 31, 2015). The ability of the Company to continue a going concern depends upon the ability of the Company to obtain financing and upon future profitable operations. The Company has not earned any significant revenues from its operations to date.

4

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.

During the three month period ended March 31, 2016, the Company's overall position of cash and cash equivalents decreased by $69 thousand. This decrease in cash can be attributed to the following:

The Company's net cash used from operating activities during the three month period ended March 31, 2015 was $69 thousand as compared of $38 thousand for the three month period ended March 31, 2015. The cash used in 2016 is as a result of general and administration expenses and a large decrease in accounts payable.

Cash generated from investing activities during the three month period ended March 31, 2016 was nil as compared to $10 thousand during the three month period ended March 31, 2015. In 2015, the generation of cash from investment activities related primarily to the decrease in restricted cash.

Cash provided by financing activities for the three month periods ended March 31, 2016 and March 31, 2015, was nil.

Capital Resources

At March 31, 2016, the Company's cash and cash equivalents were $55 thousand (March 31, 2015 - $306 thousand). The majority of this balance is being held in Canadian Dollars. Our working capital at March 31, 2016 was $18 thousand as compared to $108 thousand at March 31, 2015.

Commitments

The Company's share of the remaining contractual commitments for the licenses is nil. The Company has an agreement for the lease of the offices in Toronto, Canada for a period ending during 2016.

Disclosure of Outstanding Share Data

As of the date hereof, the Company has 17,112,022 common shares outstanding, 4,820,000 warrants and 228,000 options granted to directors, officers and employees.

Management of Capital

The Company 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

The Company has no off balance sheet arrangements.

5

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, 2016, the Company incurred $2 thousand in consulting fees and operating expenses to private companies which are controlled by directors or officers of the Company, as compared to $34 thousand during the three month period ended March 31, 2015.

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

Our results of operation and financial condition are based on our consolidated financial statements, which are presented in accordance with IFRS. Certain accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us 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, our financial statements will be affected. The significant accounting policies and estimates that we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:

· Share-based payment transactions;

· Impairment of financial assets; and

· Warranty liability

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.

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. Fair value measurement of all options and warrants granted 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. No expense is recognized for awards that do not ultimately vest.

6

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 no 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.

Warranty liability

As the warrants have an exercise and presentational price denominated in Canadian dollars which differs from the Company's functional currency they do not qualify for classification as equity.  These warrants have been classified as a warrant liability and are recorded initially at fair value and revalued at each reporting date, using the Black Scholes valuation model.  Changes in fair value for each year are included in comprehensive profit and loss for the year.

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

There were no changes to the Company's internal controls over financial reporting during the period ended March 31, 2016, which have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

As of March 31, 2016, 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:

Financial assets and liabilities                                                                                    Classification                     

Cash and cash equivalents                                                                                      Loans and receivables

Restricted deposits                                                                                                   Loans and receivables

Other receivables                                                                                                       Loans and receivables

Trade payables                                                                                                          Other financial liabilities

Accounts payable and accrued liabilities                                                             Other financial liabilities

The carrying values of cash and cash equivalents, restricted deposits, other receivables, trade payables and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments.

7

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, 2016, the Company's exposure is for cash held in bank accounts in the amount of $55 thousand and loan receivable, other receivables and prepaid expenses of $38 thousand. None of the Company's accounts receivable is overdue as at March 31, 2016.

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, 2016, the Company had cash and cash equivalents of $55 thousand, and loans receivable, other receivables and prepaid expenses of $38 thousand against current trade and other payables in the amount of $75 thousand.

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. 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 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, 2016, 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.

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8

EX-99.3

Exhibit 99.3

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Gadi Levin, Chief Executive 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, 2016.

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 26, 2016

" Gadi Levin"

_____________________

Gadi Levin

Chief Executive 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-99.4

Exhibit 99.4

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, 2016.

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 26, 2016

" 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.