TORONTO, Nov. 29, 2012 /CNW/ - ADIRA ENERGY LTD. (TSXV: ADL) (OTCBB: ADENF) ( FRANKFURT: AORLB8). Adira Energy Ltd. (" Adira" or the " Company") is pleased to announce that it has filed a final prospectus (the " Prospectus") with the Israeli Securities Authority (the " ISA") in connection with its previously announced application to list the Company's securities on the Tel Aviv Stock Exchange (the " Listing"). In connection with the Listing, the Company will conduct a fully marketed offering of units (the " Units") in Israel, for aggregate gross proceeds of a maximum of up to $10,320,000 (the " Offering"). Each Unit is comprised of a combination of common shares of the Company (the " Common Shares") and warrants equivalent to two Common Shares, one short-term common share purchase warrant (a " Series 1 Warrant") and one long-term common share purchase warrant (a " Series 2 Warrant"). The final offering pricing and warrant exercise prices will be determined based on a Dutch auction process (the " Auction"), to be conducted in accordance with Israeli securities law. The minimum price per Common Share comprising the Unit set for the opening of the Auction is 0.50 New Israeli Shekels (" NIS") (CAD$0.129). Each Series 1 Warrant will be exercisable to acquire one common share of the Company (a " Warrant Share") at a minimum price of NIS0.50(CAD$0.129) for a period of 18 months after the closing of the Offering. Each Series 2 Warrant will be exercisable to acquire one Warrant Share at a minimum price of NIS0.55(CAD$0.14), for a period of 36 months after the closing of the Offering. No binding agreements of purchase and sale will be entered into until a final short form prospectus is filed in Canada disclosing the final pricing and deal size, and a receipt is issued for the final short form prospectus by the Ontario Securities Commission. The Company intends to use the net proceeds of the Offering to complete the drilling of the first well on the Gabriella license, and to continue the exploration and development activities on the Yitzhak and Samuel offshore licenses.