Exhibits
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Interim financial statements/report
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MD&A
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99.3 |
52-109FV2 - Certification of interim filings – CEO
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99.4 |
52-109FV2 - Certification of interim filings – CFO
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/s/ Gadi Levin
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Gadi Levin
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Chief Financial Officer
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Page
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Consolidated Statements of Financial Position
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3
|
Consolidated Statements of Comprehensive Profit and Loss
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4
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Consolidated Statements of Changes in Equity
|
5
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Consolidated Statements of Cash Flows
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6
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Notes to Interim Consolidated Financial Statements
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7 - 9
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March 31
|
December 31
|
|||||||
2017
|
2016
|
|||||||
Unaudited
|
Audited
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
23
|
$
|
19
|
||||
Loan Receivable
|
-
|
25
|
||||||
Other receivables and prepaid expenses
|
6
|
8
|
||||||
$
|
29
|
$
|
52
|
|||||
Liabilities
|
||||||||
Current liabilities
|
||||||||
Trade payables
|
$
|
7
|
$
|
11
|
||||
Accrued liabilities
|
262
|
263
|
||||||
269
|
274
|
|||||||
Non-curremt Liabilities
|
||||||||
Warrant liability
|
58
|
67
|
||||||
327
|
341
|
|||||||
Equity
|
||||||||
Share capital
|
-
|
-
|
||||||
Additional paid-in capital
|
34,060
|
34,060
|
||||||
Accumulated deficit
|
(34,358
|
)
|
(34,349
|
)
|
||||
Total deficit
|
(298
|
)
|
(289
|
)
|
||||
Total liabilities and deficit
|
$
|
29
|
$
|
52
|
Three months ended
|
||||||||
March 31
|
||||||||
2017
|
2016
|
|||||||
Unaudited
|
||||||||
Expenses:
|
||||||||
General and administrative costs
|
$
|
21
|
$
|
21
|
||||
Total expenses
|
21
|
21
|
||||||
(Loss) income before financing income, (loss) gain on foreign exchange and gain on revaluation warrant liability
|
(21
|
)
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||||||
Gain on foreign exchange
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3
|
1
|
||||||
Gain on revaluation of warrant liability
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9
|
-
|
||||||
Loss before income taxes
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(9
|
)
|
(20
|
)
|
||||
Income taxes
|
-
|
-
|
||||||
Net loss and comprehensive loss
|
$
|
(9
|
)
|
$
|
(20
|
)
|
||
Basic and diluted net loss per share attributable to equity holders of the parent
|
$ | (0.00 | ) |
$
|
(0.00
|
)
|
||
Weighted average number of ordinary shares used in computing basic and diluted net loss per share
|
17,112,022 |
17,112,022
|
Attributable to equity holders of the parent
|
||||||||||||||||||||
Number of
|
Share
|
Additional paid-in
|
Accumulated
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Total (Deficit)
|
||||||||||||||||
shares
|
capital
|
capital
|
deficit
|
equity
|
||||||||||||||||
Balance as of December 31, 2015 (audited)
|
17,112,022
|
$
|
-
|
$
|
34,060
|
$
|
(34,134
|
)
|
$
|
(74
|
)
|
|||||||||
Net loss
|
-
|
-
|
-
|
(215
|
)
|
(215
|
)
|
|||||||||||||
Balance as of December 31, 2016 (audted)
|
17,112,022
|
$
|
-
|
$
|
34,060
|
$
|
(34,349
|
)
|
$
|
(289
|
)
|
|||||||||
Net loss for the period
|
-
|
-
|
-
|
(9
|
)
|
(9
|
)
|
|||||||||||||
Balance as of March 31, 2017 (unaudited)
|
17,112,022
|
$
|
-
|
$
|
34,060
|
$
|
(34,358
|
)
|
$
|
(298
|
)
|
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, 2015 (audited)
|
17,112,022
|
$
|
-
|
$
|
34,060
|
$
|
(34,134
|
)
|
$
|
(74
|
)
|
|||||||||
Net loss
|
-
|
-
|
-
|
(20
|
)
|
(20
|
)
|
|||||||||||||
Balance as of March 31, 2016 (unaudited)
|
17,112,022
|
$
|
-
|
$
|
34,060
|
$
|
(34,154
|
)
|
$
|
(94
|
)
|
Three month period ended
|
Year ended
|
|||||||||||
March 31
|
December 31
|
|||||||||||
2017
|
2016
|
2016
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
Cash flow from operating activities
|
||||||||||||
Net (loss) income for the year
|
$
|
(9
|
)
|
$
|
(20
|
)
|
$
|
(215
|
)
|
|||
Items not affecting cash:
|
||||||||||||
Revaluation of warrants
|
(9
|
)
|
-
|
(45
|
)
|
|||||||
Changes in non‑cash working capital:
|
||||||||||||
Decrease in accounts receivable, other receivables and prepaid expenses
|
2
|
1
|
6
|
|||||||||
Decrease in trade payables
|
(4
|
)
|
(56
|
)
|
(49
|
)
|
||||||
Increase (decrease) in other accounts payable and accrued liabilities
|
(1
|
)
|
6
|
198
|
||||||||
(21
|
)
|
(69
|
)
|
(105
|
)
|
|||||||
Cash flow from investing activities
|
||||||||||||
Cash provided for loan receivable
|
25
|
-
|
-
|
|||||||||
25
|
-
|
-
|
||||||||||
Cash flow from financing activities
|
||||||||||||
-
|
-
|
-
|
||||||||||
Increase (decrease) in cash and cash equivalents
|
4
|
(69
|
)
|
(105
|
)
|
|||||||
Cash and cash equivalents, beginning of year
|
19
|
124
|
124
|
|||||||||
Cash and cash equivalents, end of year
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$
|
23
|
$
|
55
|
$
|
19
|
NOTE 1:- |
GENERAL (Continued)
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b. |
Financial position
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NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES
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NOTE 3: |
LOAN RECIEVABLE
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NOTE 4:- |
EQUITY
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a. |
Stock Option Plan:
|
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
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$
|
1.05
|
$
|
2.26
|
236,000
|
236,000
|
0.39
|
|||||||||||||||
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 March 31, 2017.
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b. |
Share purchase warrants:
|
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, 2017.
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NOTE 5:- |
RELATED PARTY TRANSACTIONS
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(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.
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(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.
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(iii) |
SMAART Inc. is an Oregon corporation that provides administrative services to SMAART owned companies.
|
Three Month Period Ended
March 31,
|
||||||||
2017
|
2017
|
|||||||
U.S. dollars in thousands
|
||||||||
General and administrative expenses
|
$
|
21
|
$
|
21
|
Three Month Period Ended
March 31,
|
||||||||
2017
|
2016
|
|||||||
U.S. dollars in thousands
(except per share data)
|
||||||||
Expenses:
|
||||||||
General and administrative expenses
|
21
|
21
|
||||||
Total expenses
|
21
|
21
|
||||||
Operating loss
|
(21
|
)
|
(21
|
)
|
||||
Foreign exchange gain
|
3
|
1
|
||||||
Gain on revaluation of warrant liability
|
9
|
-
|
||||||
Loss before income taxes
|
(9
|
)
|
(20
|
)
|
||||
Income taxes
|
||||||||
Net loss and comprehensive loss
|
(9
|
)
|
(20
|
)
|
||||
Basic and diluted net loss per share attributable to equity holders of the parent
|
$
|
(0.00
|
)
|
(0.00
|
)
|
|||
Weighted average number of Ordinary shares used in computing basic and diluted net loss per share
|
17,111,022
|
17,111,022
|
Quarter ended
|
||||||||||||||||
March
31, 2017 |
December
31, 2016 |
September
30, 2016 |
June
30, 2016 |
|||||||||||||
U.S dollars in thousands, except per share data
|
||||||||||||||||
Revenues
|
$
|
-
|
-
|
-
|
-
|
|||||||||||
Net Profit (loss)
|
$
|
(9
|
)
|
(147
|
)
|
(19
|
)
|
(29
|
)
|
|||||||
Net Profit (loss) per share*
|
$
|
(0.00
|
)
|
(0.01
|
)
|
(0.00
|
)
|
(0.00
|
)
|
|||||||
*Attributable to equity holders of the Company, post share consolidation
|
||||||||||||||||
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
|
· |
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 interim financial report and interim MD&A (together, the “interim filings”) of Adira Energy Ltd. (the “issuer”) for the interim period ended March 31, 2017.
|
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.
|
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 interim financial report and interim MD&A (together, the “interim filings”) of Adira Energy Ltd. (the “issuer”) for the interim period ended March 31, 2017.
|
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.
|
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.
|