Exhibits
|
|
Audited Annual Financial Statements
|
|
Annual MD&A
|
|
99.3 | 52-109FV1 - Certification of annual Filings – CEO |
99.4 |
52-109FV1 - Certification of annual filings – CFO
|
/s/ Gadi Levin
|
|
Gadi Levin
|
|
Chief Financial Officer
|
Page
|
|
Independent Auditors’ Report
|
2
|
Consolidated Statements of Financial Position
|
3
|
Consolidated Statements of Comprehensive Profit and Loss
|
4
|
Consolidated Statements of Changes in (Deficit) Equity
|
5
|
Consolidated Statements of Cash Flows
|
6
|
Notes to Consolidated Financial Statements
|
7 - 20
|
December 31
|
December 31
|
|||||||||||
Note
|
2016
|
2015
|
||||||||||
Assets
|
||||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
4
|
$
|
19
|
$
|
124
|
|||||||
Loan
|
5
|
25
|
25
|
|||||||||
Other receivables and prepaid expenses
|
6
|
8
|
$
|
14
|
||||||||
|
$
|
52
|
$
|
163
|
||||||||
Liabilities
|
||||||||||||
Current liabilities
|
||||||||||||
Trade payables
|
7
|
$
|
11
|
$
|
60
|
|||||||
Accrued liabilities
|
8
|
263
|
65
|
|||||||||
274
|
125
|
|||||||||||
Non-curremt Liabilities
|
||||||||||||
Warrant liability
|
9
|
67
|
112
|
|||||||||
|
341
|
237
|
||||||||||
Equity
|
||||||||||||
Share capital
|
12
|
-
|
-
|
|||||||||
Additional paid-in capital
|
12
|
34,060
|
34,060
|
|||||||||
Accumulated deficit
|
(34,349
|
)
|
(34,134
|
)
|
||||||||
Total deficit
|
(289
|
)
|
(74
|
)
|
||||||||
Total liabilities and deficit
|
$
|
52
|
$
|
163
|
April 25, 2017
|
“Dennis Bennie”
|
“Alan Friedman”
|
||
Date of approval of the financial statements
|
Dennis Bennie
Chairman of the Board
|
Alan Friedman
Director
|
Year ended
|
||||||||||||||||
December 31
|
||||||||||||||||
Notes
|
2016
|
2015
|
2014
|
|||||||||||||
Expenses:
|
||||||||||||||||
General and administrative costs
|
14,16
|
$
|
268
|
$
|
349
|
$
|
602
|
|||||||||
Gain on settlement of accounts payable and other payables
|
14
|
-
|
(25
|
)
|
(1,374
|
)
|
||||||||||
Total expenses
|
268
|
324
|
(772
|
)
|
||||||||||||
(Loss) income before financing income, (loss) gain on foreign exchange and gain on revaluation warrant liability
|
(268
|
)
|
(324
|
)
|
772
|
|||||||||||
Gain (Loss) on foreign exchange
|
8
|
(23
|
)
|
(37
|
)
|
|||||||||||
Gain on revaluation of warrant liability
|
9
|
45
|
78
|
-
|
||||||||||||
(Loss) income before income taxes
|
(215
|
)
|
(269
|
)
|
735
|
|||||||||||
Income taxes
|
11
|
-
|
-
|
-
|
||||||||||||
Net (loss) income and comprehensive (loss) income
|
$
|
(215
|
)
|
$
|
(269
|
)
|
$
|
735
|
||||||||
Basic and diluted net (loss) income per share attributable to equity holders of the parent
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
0.06
|
||||||||
Weighted average number of ordinary shares used in computing basic and diluted net loss per share
|
17,112,022
|
15,439,508
|
12,158,302
|
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, 2013
|
12,052,022
|
$
|
-
|
$
|
34,023
|
$
|
(34,600
|
)
|
$
|
(577
|
)
|
|||||||||
Shares and warrants issued in private placement, net
|
240,000
|
-
|
60
|
-
|
60
|
|||||||||||||||
Share-based compensation recovery
|
-
|
-
|
(32
|
)
|
-
|
(32
|
)
|
|||||||||||||
Net income
|
-
|
-
|
-
|
735
|
735
|
|||||||||||||||
Balance as of December 31, 2014
|
12,292,022
|
$
|
-
|
$
|
34,051
|
$
|
(33,865
|
)
|
$
|
186
|
||||||||||
Shares and warrants issued in private placement, net (Note 12(b)(ii))
|
4,820,000
|
-
|
7
|
-
|
7
|
|||||||||||||||
Share-based compensation (Note 12(c))
|
-
|
-
|
2
|
-
|
2
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(269
|
)
|
(269
|
)
|
|||||||||||||
Balance as of December 31, 2015
|
17,112,022
|
$
|
-
|
$
|
34,060
|
$
|
(34,134
|
)
|
$
|
(74
|
)
|
|||||||||
Net loss
|
-
|
-
|
-
|
(215
|
)
|
(215
|
)
|
|||||||||||||
Balance as of December 31, 2016
|
17,112,022
|
$
|
-
|
$
|
34,060
|
$
|
(34,349
|
)
|
$
|
(289
|
)
|
Year ended
|
||||||||||||
December 31
|
||||||||||||
|
2016
|
2015
|
2014
|
|||||||||
Cash flow from operating activities
|
||||||||||||
Net (loss) income for the year
|
$
|
(215
|
)
|
$
|
(269
|
)
|
$
|
735
|
||||
Items not affecting cash:
|
||||||||||||
Depreciation
|
-
|
-
|
45
|
|||||||||
Loss on sale of fixed assets
|
-
|
2
|
3
|
|||||||||
Revaluation of warrants
|
(45
|
)
|
(78
|
)
|
-
|
|||||||
Share-based compensation
|
-
|
2
|
(32
|
)
|
||||||||
Gain on settlement of accounts payable and other payables
|
-
|
(25
|
)
|
(1,374
|
)
|
|||||||
Changes in non‑cash working capital:
|
||||||||||||
Decrease in accounts receivable, other receivables and prepaid expenses
|
6
|
50
|
2,449
|
|||||||||
Decrease in trade payables
|
(49
|
)
|
(82
|
)
|
(1,276
|
)
|
||||||
Increase (decrease) in other accounts payable and accrued liabilities
|
198
|
9
|
(930
|
)
|
||||||||
|
(105
|
)
|
(391
|
)
|
(380
|
)
|
||||||
Cash flow from investing activities
|
||||||||||||
Proceeds from sale of equipment
|
-
|
1
|
11
|
|||||||||
Cash provided for loan receivable
|
-
|
(25
|
)
|
-
|
||||||||
Decrease in restricted cash
|
-
|
9
|
26
|
|||||||||
|
-
|
(15
|
)
|
37
|
||||||||
Cash flow from financing activities
|
||||||||||||
Proceeds from issue of shares, net of share issuance costs
|
-
|
196
|
60
|
|||||||||
|
-
|
196
|
60
|
|||||||||
Decrease in cash and cash equivalents
|
(105
|
)
|
(210
|
)
|
(283
|
)
|
||||||
Cash and cash equivalents, beginning of year
|
124
|
334
|
617
|
|||||||||
Cash and cash equivalents, end of year
|
$
|
19
|
$
|
124
|
$
|
334
|
NOTE 1: |
GENERAL
|
a. |
Nature of operations
|
(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.
|
NOTE 1: |
GENERAL (Continued)
|
b. | Going concern |
NOTE 2: | BASIS OF PREPARATION |
a.
|
Statement of compliance
|
b. |
Basis of presentation
|
NOTE 2: | BASIS OF PREPARATION (Continued) |
c. |
Basis of consolidation
|
NOTE 3: |
SIGNIFICANT ACCOUNTING POLICIES
|
a. |
Significant judgments and estimates
|
b. |
Translation of foreign currencies
|
c. |
Cash equivalents
|
NOTE 3: |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
d. |
Financial instruments
|
|
Financial assets and liabilities
|
Classification
|
|
|
Cash and cash equivalents
|
Loans and receivables
|
|
|
Other receivables
|
Loans and receivables
|
|
|
Loan receivables
|
Loans and receivables
|
|
|
Trade payables
|
Other financial liabilities
|
|
|
Accounts payable and accrued liabilities
|
Other financial liabilities
|
|
|
Warrant liability
|
Fair value through profit and loss
|
NOTE 3: |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
e. |
Financial instruments
|
|
· Level 1 ‑ Unadjusted quoted prices in active markets for identical assets and liabilities;
|
|
· Level 2 ‑ Inputs other than quoted prices that are observable for assets or liabilities directly or indirectly; and
|
|
· Level 3 ‑ Inputs for assets or liabilities that are not based on observable market data.
|
f. |
Impairment of non-financial assets
|
NOTE 3: |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
g. |
Income taxes
|
i. |
Warrant liability
|
NOTE 3: |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
j. |
Loss / income per share
|
k. |
Standards and amendments issued but not yet effective
|
NOTE 4: |
CASH AND CASH EQUIVALENTS
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
In US dollars
|
$
|
17
|
$
|
2
|
||||
In Canadian dollars
|
1
|
102
|
||||||
In new Israeli shekels (“NIS”)
|
1
|
20
|
||||||
$
|
19
|
$
|
124
|
NOTE 5: |
LOAN RECIEVABLE
|
NOTE 6: |
OTHER RECEIVABLES AND PREPAID EXPENSES
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
Government authorities
|
$
|
1
|
$
|
2
|
||||
Prepaid expenses
|
7
|
12
|
||||||
$
|
8
|
$
|
14
|
NOTE 7: |
TRADE PAYABLES
|
NOTE 8: |
ACCRUED LIABILITIES
|
December 31,
|
||||||||
2016
|
2015
|
|||||||
Accrued expenses
|
$
|
263
|
$
|
65
|
||||
$
|
263
|
$
|
65
|
NOTE 9: | WARRANT LIABILITY |
May 7, 2015
|
December 31, 2015
|
December 31, 2016
|
||
Expected life
|
3 years
|
2.35 years
|
1.35 years
|
|
Risk-free interest rate
|
0.64%
|
0.50%
|
0.87%
|
|
Dividend yield
|
0.00%
|
0.00%
|
0.00%
|
|
Foreign exchange rate (USD/CAD)
|
0.8276
|
0.7209
|
0.7437
|
|
Expected volatility
|
222.04%
|
177.23%
|
147.70%
|
NOTE 10: | FINANCIAL INSTRUMENTS |
a. | Credit risk: |
b. |
Liquidity risk:
|
NOTE 10: |
FINANCIAL INSTRUMENTS (Continued)
|
c. | Market risk: |
2. |
Foreign currency risk:
|
NOTE 11: |
INCOME TAXES
|
2016
|
2015
|
|||||||
Loss before recovery of income taxes
|
$
|
(215
|
)
|
$
|
(269
|
)
|
||
Expected income tax recovery
|
$
|
(57
|
)
|
$
|
(71
|
)
|
||
Tax rate changes and other adjustments
|
(1,159
|
)
|
(7,423
|
)
|
||||
Non-deductible expenses
|
(17
|
)
|
(16
|
)
|
||||
Unrealized foreign exchange
|
-
|
1,290
|
||||||
Change in tax benefits not recognized
|
1,232
|
6,220
|
||||||
Income tax (recovery) expense
|
$
|
-
|
$
|
-
|
NOTE 11: |
TAXES ON INCOME (Continued)
|
2016
|
2015
|
|||||||
Property and equipment
|
$
|
1
|
$
|
1
|
||||
Share issuance costs
|
$
|
4
|
$
|
286
|
||||
Deferred expenses
|
$
|
150
|
$
|
-
|
||||
Non-capital losses carried forward
|
$
|
7,714
|
$
|
2,931
|
2027
|
$
|
76
|
||
2028
|
412
|
|||
2029
|
764
|
|||
2030
|
963
|
|||
2031
|
2,003
|
|||
2032
|
591
|
|||
2033
|
975
|
|||
2034
|
825
|
|||
2035
|
694
|
|||
2036
|
411
|
|||
|
$
|
7,714
|
NOTE 12: |
CAPITAL
|
a. |
Authorized
|
b. |
Issued and outstanding Common shares
|
(i) |
As at December 31, 2016 and 2015, the Company had 17,112,022 shares issued and outstanding.
|
(ii) |
On May 7, 2015, the Company completed a non-brokered private placement of 4,820,000 units (“Units”) for gross proceeds of $202 ($241,000 CDN). Each Unit consisted of one Common Share and one warrant. Each warrant is exercisable to acquire one Common Share at a price of CAN$0.05 per Common Share until May 6, 2018.
|
c. |
Stock Option Plan
|
Number of
options
outstanding
|
Weighted average
exercise price
|
|||||||
Balance, January 1, 2015
|
416,000
|
$
|
5.37
|
|||||
Options forfeited
|
(144,666
|
)
|
8.34
|
|||||
Balance, December 31, 2015
|
271,334
|
$
|
2.85
|
|||||
Options forfeited
|
(35,334
|
)
|
7.68
|
|||||
Balance, December 31, 2016
|
236,000
|
$
|
2.23
|
NOTE 12: |
CAPITAL (Continued)
|
c. |
Stock Option Plan (Continued)
|
Grant date
|
Expiry date
|
Grant date fair value
|
Exercise price
|
Number of options outstanding
|
Number of options exercisable
|
Average remaining contractual life
|
|||||||||||||||
August 22, 2012 (*)
|
August 21, 2017
|
$
|
1.05
|
$
|
2.23
|
236,000
|
236,000
|
0.64
|
|||||||||||||
236,000
|
236,000
|
(*) |
The exercise price is denominated in Canadian dollars and was translated to USD in the table above using the exchange rate on December 31, 2016.
|
d. | Share purchase warrants |
Number of warrants (*)
|
Weighted average exercise price
|
|||||||
Balance as of December 31, 2014
|
79,012,640
|
$
|
0.17
|
|||||
Warrants granted during 2014
|
4,820,000
|
0.04
|
||||||
Warrants expired during 2015
|
(79,012,640
|
)
|
0.14
|
|||||
Balance as of December 31, 2015 and 2016
|
4,820,000
|
$
|
0.04
|
Issue date
|
Expiry date
|
Grant date fair value
|
Exercise
price (*)
|
Number of warrants
|
||||
May 7, 2015
|
May 6, 2018
|
$ 0.04
|
$ 0.04
|
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 December 31, 2016.
|
NOTE 13: |
CAPITAL MANAGEMENT
|
NOTE 14: |
RELATED PARTY TRANSACTIONS
|
a. |
For the year ended December 31, 2016, the Company recognized $6 for advisory fees and operating expenses to private companies controlled by the directors or by officers of the Company (2015 - $58).
|
b. |
Compensation to directors and key management personnel:
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Short-term employee benefits
|
$
|
-
|
$
|
38
|
$
|
212
|
||||||
Share-based compensation
|
-
|
1
|
22
|
|||||||||
$
|
-
|
$
|
39
|
$
|
234
|
|||||||
Number of people
|
2
|
2
|
2
|
c. |
Benefits in respect of key management persons (including directors) who are not employed by the Company:
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Board of Directors fees
|
$
|
5
|
$
|
45
|
$
|
38
|
||||||
Number of people
|
3
|
3
|
3
|
NOTE 15: |
COMMITMENTS AND CONTINGENCIES
|
NOTE 16: |
GENERAL AND ADMINISTRATIVE EXPENSES
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Payroll and related payments
|
$
|
-
|
$
|
-
|
$
|
307
|
||||||
Share-based compensation (recovery)
|
-
|
2
|
(32
|
)
|
||||||||
Professional fees
|
225
|
247
|
122
|
|||||||||
Rent and office expenses
|
7
|
46
|
90
|
|||||||||
Depreciation
|
-
|
-
|
45
|
|||||||||
Insurance
|
16
|
25
|
30
|
|||||||||
Others
|
20
|
29
|
40
|
|||||||||
$
|
268
|
$
|
349
|
$
|
602
|
NOTE 17: |
SUBSEQUENT EVENTS
|
a. | Subsequent to the year-end, SMAART repaid the $25 loan. |
b. |
Subsequent to the year-end, a significant service provider has agreed to settle their accounts payable balance in the amount $155 in return for shares to be issued as part of the SMAART transaction.
|
(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.
|
Year ended
December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
U.S. dollars in thousands, except per share data
|
||||||||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Net (loss) profit and comprehensive (loss) profit for the period
|
$
|
(215
|
)
|
$
|
(269
|
)
|
$
|
735
|
||||
Basic and diluted net (loss) profit per share
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
0.06
|
||||
Total assets
|
$
|
52
|
$
|
163
|
$
|
409
|
||||||
Total liabilities
|
$
|
341
|
$
|
237
|
$
|
223
|
||||||
Dividends
|
-
|
-
|
-
|
Year ended
December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
U.S. dollars in thousands
|
||||||||||||
Capitalized and expensed Exploration costs
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
General and administrative expenses (including share based compensation)
|
$
|
268
|
$
|
349
|
$
|
602
|
Year ended
December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
U.S. dollars in thousands, except per share data
|
||||||||||||
Revenues and other income
|
-
|
-
|
-
|
|||||||||
Expenses:
|
||||||||||||
General and administrative expenses
|
268
|
349
|
602
|
|||||||||
Gain on settlement of accounts payable and others payables
|
-
|
(25
|
)
|
(1,374
|
)
|
|||||||
Total expenses
|
268
|
324
|
(772
|
)
|
||||||||
Operating (loss) profit
|
(268
|
)
|
(324
|
)
|
772
|
|||||||
Financing income
|
-
|
-
|
-
|
|||||||||
Gain (loss) on foreign exchange
|
8
|
(23
|
)
|
(37
|
)
|
|||||||
Gain on revaluation of warrant liability
|
45
|
78
|
-
|
|||||||||
Profit (loss) before income taxes
|
(215
|
)
|
(269
|
)
|
735
|
|||||||
Income taxes
|
-
|
-
|
-
|
|||||||||
Net profit (loss) and comprehensive profit (loss)
|
(215
|
)
|
(269
|
)
|
735
|
|||||||
Basic and diluted net profit (loss) per share attributable to equity holders of the parent
|
(0.01
|
)
|
(0.02
|
)
|
(0.06
|
)
|
||||||
Weighted average number of Ordinary shares used in computing basic and diluted net loss per share
|
17,112,022
|
15,439,508
|
12,158,302
|
Quarter ended
|
||||||||||||||||
December 31,
2016
|
September 30,
2016
|
June 30,
2016
|
March 31,
2016
|
|||||||||||||
U.S dollars in thousands, except per share data
|
||||||||||||||||
Revenues
|
$
|
-
|
-
|
-
|
-
|
|||||||||||
Net Profit (loss)
|
$
|
(147
|
)
|
(19
|
)
|
(29
|
)
|
(20
|
)
|
|||||||
Net Profit (loss) per share*
|
$
|
(0.01
|
)
|
(0.00
|
)
|
(0.00
|
)
|
(0.00
|
)
|
|||||||
*Attributable to equity holders of the Company, post share consolidation
|
Quarter ended
|
||||||||||||||||
December 31,
2015
|
September 30,
2015
|
June 30,
2015
|
March 31,
2015
|
|||||||||||||
U.S dollars in thousands, except per share data
|
||||||||||||||||
Revenues
|
$
|
-
|
-
|
-
|
-
|
|||||||||||
Net Profit (loss)
|
$
|
(16
|
)
|
(20
|
)
|
(155
|
)
|
(78
|
)
|
|||||||
Net Profit (loss) per share*
|
$
|
(0.00
|
)
|
(0.00
|
)
|
(0.01
|
)
|
(0.01
|
)
|
|||||||
*Attributable to equity holders of the Company, post Consolidation
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Short-term employee benefits
|
$
|
-
|
$
|
38
|
$
|
212
|
||||||
Share-based compensation
|
-
|
1
|
22
|
|||||||||
$
|
-
|
$
|
39
|
$
|
234
|
|||||||
Number of people
|
2
|
2
|
2
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
2014
|
||||||||||
Board of directors fees
|
$
|
5
|
$
|
45
|
$
|
38
|
||||||
Number of people
|
3
|
3
|
3
|
· |
Share-based payment transactions;
|
· |
Impairment of financial assets; and
|
· |
Warranty liability
|
Financial assets and liabilities | Classification |
Cash and cash equivalents
Other receivables
Loan receivables
Trade payables
Accrued liabilities
Warrant liability
|
Loans and receivables
Loans and receivables
Loans and receivables
Other financial liabilities
Other financial liabilities
Fair value through profit and loss
|
(i) |
Interest rate risk
|
(ii) |
Foreign currency risk
|
1. |
Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Adira Energy Ltd. (the “issuer”) for the financial year ended December 31, 2016.
|
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings.
|
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual filings.
|
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.
|
1. |
Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Adira Energy Ltd. (the “issuer”) for the financial year ended December 31, 2016.
|
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings.
|
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual filings.
|
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.
|