Filed
pursuant to Rule 433
Registration
Statement No. 333-164563
Zion
Oil & Gas Further Extends Subscription Period for Rights
Offering
DALLAS
and CAESAREA, Israel, Nov. 19, 2010 -- Zion Oil & Gas, Inc. (Nasdaq: ZN) announced today that it
has extended the expiration date for its pending rights offering to December 15,
2010.
The
original scheduled expiration date of the rights offering was November 15, 2010.
By that date Zion stockholders had subscribed to purchase approximately
3,192,000 Units of Zion's securities from the approximately 3,800,000 Units
available under the offering.
As the
rights offering was not fully subscribed by November 15, 2010, and the Company
was advised that some qualified holders of its common stock wished to make a
further subscription, the Company decided to extend the duration of the offering
by three days to November 18, 2010.
During
the three day extension, a number of qualified holders contacted the Company
commenting that their brokerage house had either not notified them of the
Company's rights offering and/or not forwarded rights offering documentation to
them in a timely manner.
In order
to allow all qualified holders to exercise their right to subscribe, the Company
has decided to further extend the duration of the offering. The rights may now
be exercised at any time prior to 5:00 p.m. Eastern Standard time on December
15, 2010, the new scheduled expiration of the offer.
Zion's
Chief Executive Officer, Richard Rinberg, said today, "In order to be fair to
all and allow every qualifying stockholder, whatever the size of their holding,
the chance to exercise their rights, we decided to extend the rights
offering.
The
drilling of our current exploration well, the Ma'anit-Joseph # 3 well, has
reached a depth of approximately 9,022 feet (2,750 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