Unassociated Document
Filed
pursuant to Rule 433
Registration
Statement No. 333-164563
Dear
Shareholder and/or Friend of Zion
Here is
an 'unscheduled'
update, commenting on the recent event offshore Israel and giving you an
opportunity to see Zion's latest film (see below).
RECENT
EVENT - (The Gaza bound flotilla)
I
received a telephone call from a concerned stockholder asking about the recent
event offshore Israel and its effect on the relationship between Zion Oil &
Gas, Inc (in Israel) and Aladdin Middle East Ltd (in Turkey).
I have
been in contact with Cetin Mumcuoglu, the General Manager of Aladdin Middle East
Ltd, in Ankara, Turkey, and he is not concerned. International incidents will
occur from time to time, but business continues without
interruption.
He
commented to me, "We will
continue with our business relationship even more strongly."
Zion Oil
& Gas and AME have excellent relations
based on mutual respect and trust, so we expect that recent events will have
little effect on our continuing business relationship.
Additionally,
our Caesarea office and our petroleum exploration areas are in Northern Israel,
well away from the Gaza area in Southern Israel, so everything is proceeding as
normal.
At
present, we do not anticipate that the recent event will have any material
adverse effect on our business.
.................................................................................
A NEW ZION
FILM
I hope
you will find our latest film enjoyable. In the film, Bill Ottaviani (Zion's
President and Chief Operating Officer) and I explain why Zion Oil & Gas,
Inc. has decided to establish Zion Drilling, Inc. and purchase Aladdin Middle
East Ltd's 2,000 horsepower drilling rig, as soon as practicable.
Filming
took place in both Israel and Turkey, and gives you a chance to learn the
strategic thinking behind some of our business decisions.
To watch
the film, please click
here and feel free to share the link to the film with your
friends.
RIGHTS
OFFERING
Under the
rights offering (see www.zionoil.com/investor-center) Zion stockholders, at the
close of business on May 6, 2010, were issued, at no charge, the
following
ONE
subscription right for every TWO shares of stock owned (as of the close of
business on May 6, 2010).
Each
subscription right entitles the holder to purchase one share of Zion stock at a
price of $5.00, irrespective of the market price at the time of
purchase.
The
subscription rights may be exercised at any time prior to the end of June 2010.
However, after 5:00 pm EDT on June 30,
2010, unexercised subscriptions rights just expire with no residual
value.
Please
note that if you want to exercise your rights and you hold your stock in a
brokerage account, then you will need to contact your broker to determine when
and how you can exercise your rights, as each individual brokerage firm has
their own timeline and procedures for processing subscriptions.
As
detailed 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.
This
opportunity is only available until June 30, 2010.
PLEASE VOTE YOUR ZION SHARES
AS SOON AS POSSIBLE
The Zion
shareholders own Zion Oil & Gas, Inc.
But
management can only manage Zion effectively if you support us by voting your
shares.
If you
have already voted... thank you!
But if
you haven't yet voted... please take
action...
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 as to 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 today.
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.
"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).
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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
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