Filed
pursuant to Rule 433
Registration
Statement No. 333-164563
Zion Oil
& Gas Newsletter
April 30,
2010
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Dear
Shareholder and/or Friend of Zion...
During
the past two weeks, Israel celebrated its 62nd
birthday and, almost to the day, Zion Oil & Gas celebrated its 10th
birthday.
According
to Harvard University Professor of Economic History, David Landes, “In the last
50 years, only one country in the world has moved from being a third world
economy to a first world economy…and that is Israel!”
At Zion
Oil, we believe that we may be able to help Israel's economy (soon, we hope) by
discovering significant quantities of oil and gas onshore in
Israel.
We are
not completely alone in our belief that there are significant quantities of oil
and gas waiting to be discovered. You can read below the latest estimates of the
United States Department of the Interior (Geological Survey Department) and also
the thoughts of Hal Lindsey in his recent weekly report.
In any
event, our daily efforts continue steadily and with determined focus. So, here
is the report of Zion’s work during the past two weeks:
Rights
Offering
On April
26, 2010, we announced (click here to read the press release) that we will soon
be launching a rights offering. On April 28, 2010, we filed our
prospectus supplement, including the details of the offering. Under the rights
offering, holders of Zion’s stock at the close of business on May 6, 2010 (the
Record Date) will be issued, at no charge, one subscription right for every two
shares of stock owned. Each subscription right will entitle the
holder to purchase one share of Zion stock at a price of $5.00, irrespective of
the market price.
This
rights offering is utilizing our effective shelf registration statement on Form
S-3 and the subscription rights may be exercised at any time prior to 5:00 pm
EDT on June 30, 2010.
As soon
as practicable, after May 6, 2010, we will mail to our stockholders a prospectus
and other items necessary for exercising the rights.
As noted
in the press release, we plan to use the proceeds from the rights offering: (a)
to purchase a 51% interest in a new company (Zion Drilling, Inc. that will own a
2,000 horsepower drilling rig), (b) to drill further 'deep' exploration wells on
Zion's licenses in Israel (in continuation of Zion's oil and gas exploration
efforts) and (c) for general corporate purposes.
Meetings
in Ankara, Turkey
Memorandum of Understanding
(MoU) with Aladdin Middle East, Ltd. (AME)
This past
week, as you can see in the photographs, I visited AME’s offices in Ankara,
Turkey, in order to sign original copies of the MoU and discuss in detail Zion’s
plans for future drilling onshore Israel. The press release regarding
the MoU was issued on April 19, 2010 and detailed our plans to secure the 2,000
horsepower drilling rig in Israel on a permanent basis (click here to read the
press release).
I’m
pleased to report that my meetings with AME were both agreeable and
productive. We signed the original MoU copies and will move forward
just as fast as we can.
Personally,
I have found AME’s management, administrative staff, and drilling personnel to
be courteous, professional and a pleasure to work with.
The United States Geological
Survey (USGS Survey)
On April
8, 2010, the USGS issued a report with the title: “Assessment of
Undiscovered Oil and Gas Resources of the Levant Basin Province, Eastern
Mediterranean.” You can review the USGS Survey by clicking
here.
The USGS
Survey estimates a mean of 1.7 BILLION barrels of
recoverable oil and 122 TRILLION cubic feet
of recoverable gas in the Levant Basin. I note that all of Zion’s exploration
areas fall within the Levant Basin.
I'll also
note that the USGS Survey cites seven references and three of those references
were co-authored by Zion director (and Chairman of Zion’s Technical Committee)
Dr. Druckman (who is also Israel’s previous Petroleum
Commissioner).
At
today’s prices (see www.oil-price.net), the value of the undiscovered oil and
gas assessed in the USGS Survey amounts to approximately $650 Billion US
Dollars... By any measure, that's a very large financial treasure waiting to be
discovered.
Hal Lindsey
Report
On April
23, 2010, Hal Lindsey published his weekly report on the Internet. At
approximately 18 minutes into the report he commented on oil and gas in Israel,
the USGS Survey, Noble Energy and Zion Oil & Gas. You may be
interested to view the report here – we certainly appreciate Hal Lindsey’s
support.
With
regard to 'Operations', we are now preparing for the next well, as you can
read.
Ma’anit-Rehoboth #2
Well
Following
completion of production testing operations, this well was temporarily suspended
for possible future use as an offset well to the Ma’anit-Joseph #3 (M-J #3) well
(see below) which is to be drilled a short distance away. The
drilling rig is currently being secured ‘on-site’ and undergoing maintenance,
until it is called into service to spud the M-J #3 well in the near
future.
Ma’anit-Joseph #3 Well (M-J
#3)
Further
to our ongoing exploration work on the Ma’anit geological structure, we are
moving forward with permitting for the M-J #3 well. This past week we
met with Kibbutz Ma’anit in order to discuss terms for drilling the M-J #3 well
on their land, not far from the site of the previous well, the Ma’anit-Rehoboth
#2 well. I’m pleased to report that our meeting was most
amicable. This new well is targeted at the (“deep”) Permian
geological layer and we estimate that we will “spud” (i.e. begin drilling) the
well in the summer of 2010.
Elijah #3
Well
As
previously reported, the Elijah #3 well was drilled to a depth of approximately
10,938 feet (3,334 meters) when the drill string became stuck within the Asher
Volcanics section of the hole. After recovering a significant portion of the
stuck drill pipe, progress in recovering the remainder of the pipe slowed and
the decision was made to temporarily suspend drilling operations pending further
analysis of the situation.
We have
now decided to acquire some additional field seismic data that will help us to
resolve certain questions regarding the geology of the area surrounding the
Elijah #3 well. The timing for this work is scheduled to take place in
mid-summer 2010.
The
Issachar-Zebulun Permit Area
Zion and
the Geophysical Institute of Israel (GII) have signed an agreement for GII, on
behalf of Zion, to acquire approximately 30 kilometers of seismic data in Zion’s
Issachar-Zebulun Permit area. The timing for the field work is scheduled to
coincide with the seismic field work for the Elijah #3 project
area.
2010 Annual Meeting of
Stockholders
The
annual meeting is scheduled to take place at the Dan Caesarea Hotel in Caesarea,
Israel at 2:00 p.m. (local time) on Monday June 14, 2010. If you are
planning to attend the meeting in person and would like to reserve a room at the
Dan Caesarea Hotel, please contact Ora Weisman in our Israel office at ora@zionoil.com to
take advantage of a special room rate offered only to Zion
shareholders.
IMPORTANT NOTE: In
prior years, the SEC allowed brokers to vote the shares of stockholders who held
shares at the broker but did not express an opinion regarding how they wished to
vote their shares. The new rules do not allow your shares to be voted
on certain items without you personally voting your shares, so please
vote your shares.
You can
vote either by returning your prepaid voting card, by telephone or by way of the
Internet.
Your
vote really does count, so please take a very few minutes in order to exercise
your right as a Zion Oil & Gas stockholder.
“But
who am I, and what is my people, that we should be able to offer so willingly
after this sort? For all things come of thee, and of thine own have
we given thee.”
1
Chronicles 29:14
"In
your good pleasure, make Zion prosper..."
Psalm
51:18
Thank you
for your support of Zion, and
Shalom
from Israel
Richard
Rinberg
CEO of
Zion Oil & Gas, Inc.
www.zionoil.com
FORWARD LOOKING STATEMENTS: Statements in this communication that are not historical fact, including statements regarding Zion's planned operations, geophysical and geological data and interpretation, anticipated attributes of geological strata being drilled, drilling efforts and locations, the presence or recoverability of hydrocarbons, the sufficiency of cash reserves, ability to raise additional capital, the successful establishment of the drilling subsidiary and the negotiation and execution of definitive agreements with AME (the current owner of the drilling rig) with respect thereto, timing and potential results thereof and plans contingent thereon are forward-looking statements as defined in the "Safe Harbor" provisions 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 Zion's periodic reports filed with the SEC 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. Zion can give no assurance that the expectations reflected in these statements will prove to be correct and assumes no responsibility to update these statements.
NOTICE
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).
Contact
Information
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More
information about Zion is available at www.zionoil.com or by contacting Michael
Williams at Zion Oil & Gas, Inc., 6510 Abrams Rd., Suite 300, Dallas, TX
75231; telephone 1-214-221-4610; email: dallas@zionoil.com