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 November 2017
Commission File No. 000-30087
ADIRA ENERGY LTD.
(Translation of registrant's name into English)
4101 Yonge Street West, Suite 706, Toronto, Ontario, Canada M2P 1N6
(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 | STATEMENT OF RESERVES DATA AND OTHER OIL AND GAS INFORMATION FORM 51-101F1 |
| 99.2 | REPORT OF MANAGEMENT AND DIRECTORS ON OIL AND GAS DISCLOSURE FORM 51-101F3 |
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: November 20, 2017
| /s/ Gadi Levin | |
| Gadi Levin | |
| Chief Financial Officer |
Exhibit 99.1
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. As of the December 31, 2016, 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 November 17, 2017. The effective date of the information provided in this Statement is December 31, 2016 (the “Effective Date”). The preparation date of the information provided in this Statement is November 17, 2017. Unless otherwise stated, the information provided in this Statement is current as of the Effective Date.
Oil and Gas Properties - Israel
As of December 31, 2016, the Company does not have any rights or options to Oil and Gas properties in Israel.
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.
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 28, 2017, filed on www.sedar.com.
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 Company did not incur any expenses in respect of its oil and gas assets.
Exploration and Development Activities
No drilling activities were undertaken by the Company during the year ended December 31, 2016.
Exhibit 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, 2016, 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, 2016.
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, 2016 to December 31, 2016.
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.
| “Alan Friedman” | “Gadi Levin” | ||
| Alan Friedman | Gadi Levin | ||
| Executive Vice President | Director | ||
| Chief Executive Officer | |||
| “Dennis Bennie” | |||
| Dennis Bennie | “Alan Rootenberg” | ||
| Director | Alan Rootenberg | ||
| Director |
November 20, 2017