Filed
pursuant to Rule 433
Registration
Statement No. 333-164563
Zion
Oil & Gas Extends Subscription Period for Rights Offering
Dallas,
Texas and Caesarea, Israel – November 16, 2010: Zion Oil & Gas, Inc. (NASDAQ
GM: ZN) announced today
that it has extended the expiration date for its pending rights offering to
November 18, 2010.
The
preliminary outcome of Zion’s rights offering, as of 5:00 p.m. Eastern Standard
time on November 15, 2010, the scheduled expiration date of the rights offering,
is that Zion stockholders have subscribed to purchase
approximately 3,192,000 Units of Zion's securities for an
aggregate subscription price of approximately $15,960,000. Approximately
3,800,000 Units are available under the offering.
As the
rights offering was not fully subscribed and the Company was advised that some
qualified holders of its common stock wished to make a further subscription, the
Company has decided to extend the duration of the offering by 3 days. The rights
may now be exercised at any time prior to 5:00 p.m. Eastern Standard time on
November 18, 2010, the new scheduled expiration of the offer.
Zion’s
Chief Executive Officer, Richard Rinberg, said today, “I am very pleased at the
participation in this rights offering. By extending the offering, we are giving
Zion's stockholders a further opportunity to subscribe in our rights offering
and support our oil and gas exploration work in Israel.
The
drilling of our current exploration well, the Ma'anit-Joseph # 3 well, has
reached a depth of approximately 8,704 feet (2,653 meters) towards the secondary
target, Triassic age lithology, expected below approximately 10,827 feet (3,300
meters). We then plan to continue drilling to the primary target, Permian age
lithology, down to a planned total depth below approximately 19,357 feet (5,900
meters).
We remain
excited about the possibility of recovering hydrocarbons on our license and
permit areas, onshore Israel, especially due to the U.S. Geological Survey
report, published in April 2010, containing their assessment that there may be
1.7 billion barrels of recoverable oil and 122 trillion cubic feet of
recoverable gas in the Levant Basin, as all of Zion’s exploration rights fall
within the area of the Levant Basin.”
Under the
terms of the rights offering, the Company distributed at no charge to the
holders of its common stock as of September 28, 2010, non-transferable
subscription rights to purchase their pro rata portion of approximately
3,800,000 Units of Zion’s securities. Each Unit consists of one (1) share of
Zion’s common stock and one (1) warrant to purchase an additional share of
Zion's common stock at an exercise price of $4.00.
Under the
rights offering, stockholders of record on the record date have the right to
subscribe for eighteen (18) Units for every one hundred (100) shares of common
stock owned on the record date, equivalent to 0.18 subscription rights for each
share of common stock owned on the record date.
Each
whole subscription right entitles the stockholders of record on the record date
to subscribe for one Unit at the per Unit purchase price of
$5.00. The warrant will be exercisable for a two-year period
beginning on the closing date after the rights offering expires.
Other
than the extension of the expiration date of the rights offering, the offering
terms described in Zion's Prospectus Supplement dated September 29, 2010, remain
unchanged and apply during the extended period of the offering. Zion reserves
the right to further extend the expiration date, though it has no current
intention of doing so.
Zion’s
common stock trades on the NASDAQ Global Market under the symbol “ZN” and Zion’s
public warrants trade under the symbol “ZNWAW”. The warrants from our current
offering will trade under the symbol “ZNWAZ” once issued.
This
announcement is neither an offer nor a solicitation of any offer. 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 on-shore between Haifa and Tel Aviv. It currently holds two petroleum
exploration licenses, the Joseph and the Asher-Menashe Licenses, between
Netanya, in the south, and Haifa, in the north, covering a total of
approximately 162,000 acres and the Issachar-Zebulun Permit Area, adjacent to
and to the east of Zion’s Asher-Menashe license area, covering approximately
165,000 acres. Zion’s total petroleum exploration rights area is approximately
327,000 acres.
FORWARD-LOOKING
STATEMENTS: Statements in this press release that are not historical fact,
including statements regarding Zion’s planned operations, drilling efforts,
proceeds of the rights offering, the successful establishment of the drilling
subsidiary and the negotiation and execution of definitive agreements with
Aladdin Middle East Ltd. (the current owner of the drilling rig) with respect
thereto and potential results thereof and plans contingent thereon and the final
gross proceeds of the rights offering, 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).
Zion’s
homepage may be found at: www.zionoil.com
Contact:
Zion Oil
& Gas, Inc.
Mike
Williams, 214-221-4610
dallas@zionoil.com