Filed
pursuant to Rule 433
Registration Statement No.
333-157007
The
e-mail below is being sent to Zion’s database.
Dear
Shareholder and/or Friend of Zion...
ZION'S
RIGHTS OFFERING IS STARTING
As you
can read in the Press Release (see below), Zion's Rights Offering has been
declared effective by the Securities and Exchange Commission. So, our Rights
Offering can now start.
Anyone
who is a stockholder on the record date of May 4, 2009, will have the
right to purchase some more stock at $5.00 each.
Here is
some background information:
During
the eight-month period from May 14, 2008, to January 9, 2009, we held a $10-unit
public offering and raised over $6.4 million in cash, in order to fund our
drilling plans in Israel.
The
$10-unit offering was a success, but we were hoping to gather significantly more
funds than we did - as you know, during 2008, a financial crisis hit the world
economy.
We were
able to carry out a good part of our work program, but we also look to the
future and prudently plan our work and cash expenditure, just as you would
expect.
At this
stage of our corporate development, one way for us to raise additional capital
is through a sale of our stock to professional third party
investors.
However,
any such sale of our stock would need to be at a discount to the market price of
our stock. Consequently, your percentage ownership in Zion would be diluted by
outside professional investors.
So, we
decided that, before offering any discounted stock to outside third parties, we
would give our current stockholders (who we would like to reward for supporting
Zion) the opportunity to buy discounted stock.
We are
therefore holding a 'Rights
Offering' in which you will receive .375 of a subscription right
(THREE subscription
rights for each EIGHT
shares) for each share of common stock that you own. Each subscription right
will entitle you to purchase one share of stock at $5.00 per share.
For
example, an owner of 1,000 shares of Zion stock will have the right (but not the
obligation) to purchase an additional 375 (1,000 x 3/8) shares of
Zion stock at $5.00 each
(whatever the market price).
Please
also note that, should you desire, we are allowing 'over-subscription'. If you
want to apply for more $5.00 stock than you have a right to, you may do so at
the same time that you
send in your rights subscription. In the event that there are rights not
subscribed for, then we will allow those who have sent in their
'over-subscriptions' the extra $5.00 stock that they have applied for. The over
subscriptions will be allocated in as fair a manner as possible, in line with
the supply and the demand of Rights. (NOTE: All
subscriptions, including oversubscriptions, take place during the same time
period. There will NOT be a subsequent time for
you to “oversubscribe” after the initial subscription period.)
Let me
share with you the following 'behind the scenes' information.
A great
deal of financial mathematics and discussion went into planning Zion's Rights
Issue and, finally, the 'THREE for EIGHT / .375' amounts were chosen. I
commented that those figures were amazingly appropriate for Zion - almost as if
we were 'guided towards them'.
I'll
explain:
(1) The
goal of Zion is to find 'black
gold' - that's no secret.
(2) When
you purchase gold jewelry, it is often made of 14 carat or 18 carat
gold.
The word
carat derives from the Greek 'keration' meaning “fruit of
the carob”. In ancient times, carob seeds were used as weights on precision
scales because of their uniform weight. So, very valuable small items (such as
gold jewelry or precious stones) were weighed in 'carob seeds' or
carats.
Today, 24
carat gold is equivalent to pure gold, so one ounce of 14 carat gold contains
14/24 = approximately 0.585 ounces of gold. One ounce of 18 carat gold contains
18/24 = .750 ounces of gold.
In the
U.K. most of the jewelry sold is in the form of 9 carat gold. Now 9 carat is
9/24 which is identical to 3/8
which is identical to .375.
So, now
you can see why we refer to the Rights Offering as being 'Black
Gold'.
If you
are a shareholder, I hope you will exercise your rights to purchase Zion stock
at $5.00 and even consider an over-subscription, as I believe we have arrived at
the most exciting stage of Zion's development and that the offer before you may
well never be repeated.
If you
are not yet a shareholder, please consider becoming part of the Zion family by
purchasing some Zion stock (trading symbol: ZN). You may wish to speak to
your broker about this.
By the
way, if you want to view some photographs of the drilling rig being delivered
and erected on our drill site, please go to our website: www.zionoil.com
In any
event, thank you for your support!
Psalm
51:18 - In your good pleasure, make Zion prosper...
Thank you
for your continued support of Zion, and
Shalom
from Israel
Richard
Rinberg
CEO of
Zion Oil & Gas, Inc.
www.zionoil.com
Zion Oil
& Gas, Inc. has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about
Zion Oil & Gas and its offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Zion Oil &
Gas will send you the prospectus if you request it by calling toll free
1-888-TX1-ZION (1-888-891-9466).
.............................................................
ZION
OIL RIGHTS OFFERING DECLARED EFFECTIVE
AND
RECORD DATE SET AT MAY 4, 2009
Dallas, Texas and Caesarea, Israel –
April 28, 2009 – Zion Oil & Gas, Inc. (NYSE Amex: ZN), announced that the
registration statement for its previously announced common stock rights offering
was declared effective by the Securities and Exchange Commission on April 27,
2009. The offering will be open to all holders of record on May 4, 2009 (the “Record
Date”).
Under the
terms of the rights offering, described in the prospectus contained in the
registration statement, Zion will distribute to each person who own shares of
Zion common stock on the Record Date, non-transferable subscription rights to
purchase shares of Zion’s common stock. Each shareholder of record on
the Record Date will receive .375 of a subscription right for each share of
common stock owned on the Record Date. This is equivalent to three (3)
subscription rights for every eight (8) shares of common stock owned on the
Record Date. The Company will not distribute any fractional rights; fractional
subscription rights will be rounded up to the next largest whole number. Each
whole subscription right entitles the holder to purchase one share of common
stock at a purchase price of $5.00 per share. Shareholders who exercise their
rights in full will also be entitled to purchase additional shares pursuant to
an over-subscription right to the extent holders do not fully subscribe for
their basic subscription rights. The subscription rights are non-transferable.
The aggregate amount of stock available in the rights offering is 4.2 million
shares.
As soon
as possible after the Record Date, Zion plans to mail to holders of its common
stock (as of the close of business on the Record Date) a prospectus and other
items necessary for exercising the rights. Shareholders who hold their shares in
a bank or broker name will receive the rights offering material from their bank
or broker. The prospectus will contain a description of the rights offering and
other information. The subscription rights will be exercisable until the close
of business on June 10, 2009, unless Zion extends the offering.
More
information about the offering is available at www.zionoil.com.
A copy of the prospectus can be obtained on request, by calling toll free 1-888-TX1-ZION
(1-888-891-9466) or by contacting Kim Kaylor at Zion Oil & Gas, Inc.,
6510 Abrams Rd., Suite 300, Dallas, TX 75231; telephone 1-214-221-4610; email:
dallas@zionoil.com
The
securities are offered by prospectus only, and only within those States and
other jurisdictions in which the securities may be sold, and this announcement
is neither an offer to sell nor a solicitation of any offer to buy in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities of any such
state or jurisdiction.
Zion Oil
& Gas, a Delaware corporation, explores for oil and gas in Israel in areas
located onshore between Tel-Aviv and Haifa. Zion currently holds two petroleum
exploration licenses, the Joseph and Asher-Menashe Licenses, between Netanya on
the south and Haifa on the north, covering a total of approximately 162,000
acres. Zion has applied for a further permit area (tentatively named by Zion the
Issachar-Zebulun Permit Area) and the application, if granted, will increase
Zion’s total license area to over 400,000 acres.
FORWARD
LOOKING STATEMENTS: Statements in this press release that are not historical
fact, including statements relating to Zion’s expectations regarding the rights
offering, the timing of any closing and the results thereof, Zion’s planned
operations, potential results thereof and plans contingent thereon, are
forward-looking statements as defined in the "Safe Harbor'' provision of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on assumptions that are subject to significant known and
unknown risks, uncertainties and other unpredictable factors, many of which are
described in the Prospectus and are beyond Zion's control. These risks could
cause Zion’s actual performance to differ materially from the results predicted
by these forward-looking statements. Accordingly, Zion can give no assurance
that the expectations reflected in these statements will prove to be correct.
Zion assumes no responsibility to update these statements.
Zion’s
homepage may be found at: www.zionoil.com
Contact:
Brittany
Russell
Zion Oil
& Gas, Inc.
6510
Abrams Rd., Suite 300
Dallas,
TX 75231
(1)
214-221-4610
Email:
dallas@zionoil.com