Mr. Jeffrey Walter reports
ADIRA ENERGY PARTNER SIGNS ADDENDUM TO DRILLING CONTRACT ACCELERATING DRILLING COMMENCEMENT OF GABRIELLA WELL;
ADIRA SECURES OPTION TO ACQUIRE INTERESTS IN ADDITIONAL LICENSE IN
SYRIAN ARC OIL TREND, OFFSHORE ISRAEL
Further to Adira Energy Ltd.'s press release dated June
23, 2012, Modi'in Energy LP signed an addendum to the detailed drilling contract it has with Noble International Limited in respect of the company's Gabriella licence. Adira further announces it has entered into a corresponding
agreement with Modi'in and Brownstone Energy Inc.
The addendum amends key terms of the original drilling contract to
include among others the provision of (i) a letter of credit as
collateral to Noble Drilling in two phases, $20-million by Jan. 3,
2013, and $13.2-million by Jan. 31, 2013 (Adira's corresponding
obligation is to provide its proportionate contribution in the amount
of $5-million by Jan. 25, 2012); (ii) a reduction in the daily
drilling rate from $500,000 per day to $415,000 per day; (iii) to the
extent used, reduction in standby rates to between $100,000 and
$300,000 per day; and (iv) the Gabriella consortium taking possession
of the Homer Ferrington rig directly after the completion of its
current drilling program, which is up to three months earlier than
originally anticipated.
In terms of the agreement, Modi'in has granted to Adira an irrevocable
option to purchase from Modiin a 15-per-cent participating interest in the Yam Hadera petroleum
licence, offshore Israel. Yam Hadera is located 30 kilometres offshore
Israel, between Hadera and Haifa, and northwest of Adira's Yitzhak
licence. According to Modi'in's public disclosure, a report prepared by Netherland, Sewell & Associates Inc. (NSAI), dated Oct. 31, 2011, provides that Yam Hadera has a best estimate
of gross recoverable prospective resources of 133 million barrels of
oil and 1.4 trillion cubic feet of natural gas, with a geologic
probability of success of between 17 per cent to 29 per cent for different horizons. Adira
shall be entitled to exercise the option until 14 business days before
the signing of a rig contract for Yam Hadera.
If Adira exercises the option, it agrees to reimburse Modi'in for its
share of the past expenditures in respect of its 15-per-cent share, incurred by
Modi'in in connection with the operations conducted in Yam Hadera up to
the date of transfer of the option interest. Adira's share of this
expenditure is not expected to be in excess of $900,000. Modi'in will
also be entitled to an overriding royalty interest (ORRI) from Adira of 3 per cent in all oil and gas (including any distillate and
condensate) produced, saved and marketed from the area covered by Yam
Hadera that is attributable to the option interest, before payout, and
4.5 per cent, after payout. The transfer of the option interest is subject to
the approval of the Petroleum Commissioner of Israel.
The report was prepared in accordance with Modi'in's disclosure
requirements for the Tel Aviv Stock Exchange and complies with the
relevant guidelines set forth in the 2007 Petroleum Resources
Management System (PRMS) approved by the Society of Petroleum Engineers
(SPE). The company has engaged NSAI to complete a National Instrument
51-101 -- Standards of Disclosure for Oil and Gas Activities-compliant report, the results of which the company will disclose when they become available. There is no certainty that any portion of the
resources will be discovered. If discovered, there is no certainty that
it will be commercially viable to produce any portion of the resources.
The agreement further provides that in the event that Modi'in secures a
farm-in partner of its participating interest in Gabriella, Adira will
proportionally reduce ORRI's buyback rights and management fees,
set out in the farm-out agreement between Modi'in and Adira, dated
Jan. 26, 2010, up to a maximum of 30 per cent of such ORRI, buyback right
and management fee. Adira's proportional reduction obligation will only
be applied to partners that have farmed into Modi'in's participating
interest in Gabriella, up to a date that is the earlier of the (a)
commencement of the first test of the first well on Gabriella; or (b)
plugging and abandoning or suspending of the first well on Gabriella.
Any consideration received by Modi'in from any farm-in partner will be
shared equally between Adira and Modi'in, provided that at a minimum,
Adira will receive 50 per cent of past costs incurred by Modi'in up to the date
of the agreement, estimated to be $1.3-million per 10 per cent farmed out,
as well as an ORRI of 1.5 per cent. In addition, Adira will have a 10-per-cent tag-along right to farm out, on the same terms to the farm-in partner that
farms into Modi'in's participating interest in Gabriella, in the event
that such partner complies with certain criterion.
Jeffrey E. Walter, chief executive officer of Adira Energy, stated: "Due to changes in the drilling schedule of the offshore licences in the
area, this new arrangement with Noble Drilling will allow the
consortium to drill the Gabriella well sooner than anticipated.
Additionally, we are fortunate to have the option to acquire an
interest in the Yam Hadera licence, which complements our existing
portfolio of high-impact oil blocks in the proven oil trend offshore
Israel and enables our shareholders to participate more significantly
in the emerging oil story of the eastern Mediterranean."
We seek Safe Harbor.
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