Filed
pursuant to Rule 433
Registration
Statement No. 333-164563
Zion Oil
& Gas Newsletter
November
5, 2010
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Dear
Shareholder and/or Friend of Zion
This
week, a member of Zion's staff was speaking to one of our stockholders and it
became clear that our stockholder didn't know that we were holding a rights
offering and that the rights offering is scheduled to expire in just ten days, on
Monday, November 15,
2010.
I was
very surprised,
as we have done all we can to keep our stockholders informed. We have mailed
documentation, arranged for brokerage houses to notify their clients, mailed
postcards, emailed information... but clearly it was not
enough.
|
"Even when opportunity
knocks…
a person still
has to get up and open the
door”
|
If you
were a stockholder on the record date of September 28, 2010, it is certainly not too
late for you to exercise your rights in Zion's Rights
Offering.
We have
mailed to all eligible stockholders a copy of the prospectus supplement which
was filed with the SEC on September 29, 2010, subscription materials and other
items necessary for exercising the rights. Shareholders who hold their shares in
a bank or broker name should have received the rights offering material from
their bank or broker.
Under the
rights offering, Zion has distributed (at no cost to stockholders)
non-transferable subscription rights to holders of Zion's common stock on the
close of business on the record date of September 28, 2010, to purchase their
pro rata portion of approximately 3.8 million Units of Zion's securities Unit at
a purchase price of $5.00 per Unit.
ONE
UNIT = ONE SHARE (of Zion's common stock) + ONE WARRANT
The
Warrant will allow the purchase of an additional share of Zion's common stock at
an exercise price of $4.00 and will be exercisable for a two year period
beginning after the offering expires.
You may
wish to review the Frequently Asked Questions (FAQs) relating to the rights
offering on our website at:
www.zionoil.com/investor-center
If
you do wish to participate in Zion's Rights Offering, please do so without
delay.
If you have a query, please
call Zion's office (toll free):
1-888-TX1-ZION
= 1-888-891-9466
Drilling Operations at the
Ma'anit-Joseph #3 Wellsite
The
Ma'anit-Joseph #3 Wellsite - The Drilling Rig at Dawn
On August
26, 2010, drilling operations began on the Ma'anit-Joseph #3 well, in our Joseph
License area, onshore Northern Israel.
In last
week’s update, we reported that the drilling of the 12-1/4” hole was completed
to a depth of 2,210 meters (7,251 feet). In this past week, we
obtained open hole correlation logs, ran in hole with the 9-5/8” casing string,
and cemented the casing in place. The entire operation ran smoothly and without
any unusual complications.
We are
currently testing the integrity and quality of the cementing operation
and have begun drilling the next section of hole, which is an 8-1/2”
hole.
This next
section will be drilled to approximately 4,380 meters (14,370 feet) and will
take us into rock of Middle Triassic age. While our ultimate target
is the deeper rock layers of Permian age, it is possible that we may begin to
see evidence of hydrocarbons (oil or gas) as we drill this next section of the
hole through the Triassic.
"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, anticipated attributes of geological strata
being drilled, 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 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
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
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
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~