Filed
pursuant to Rule 433
Registration
Statement No. 333-164563
Zion Oil
& Gas Newsletter
November
24, 2010
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Dear
Shareholder and/or Friend of Zion
The
Drilling Rig at night... at the Ma'anit-Joseph #3 wellsite... November 21,
2010
As the
USA celebrates Thanksgiving this week, it seems appropriate for me to offer my
thanks for Zion's current situation.
There is
a tremendous amount to be thankful for, but in particular:
(i) Zion's
Drilling Operations
Our
drilling operations at the Ma'anit-Joseph #3 wellsite have reached a depth of
over 9,840 feet (3,000 meters) and drilling
continues.
That is
over half way to our primary target (of Permian age lithology) at a depth of
approximately 19,357 feet (5,900 meters) and closing in on our secondary target
(of Triassic age lithology) expected below approximately 10,827 feet (3,300
meters).
(ii)
Zion's
Rights Offering
Our
stockholders have already subscribed to purchase over 3,370,000 Units of Zion's
securities from the approximately 3,800,000 Units available under the offering.
In other words, our stockholders have already subscribed to purchase almost 90%
of the Units available in the rights offering.
As I
noted in our press release of November 19th, 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 to
5:00 p.m. Eastern Standard time on December 15,
2010.
(iii)
Zion's
Staff
We have a
great staff; they are a hard-working and dedicated team who get the job
done.
To quote
the 30th President of the United States, Calvin Coolidge:
“Nothing
in this world can take the place of persistence. Talent will not; nothing is
more common than unsuccessful people with talent. Genius will not; unrewarded
genius is almost a proverb. Education will not; the world is full of educated
derelicts. Persistence and determination alone are omnipotent. The slogan "press
on" has solved and always will solve the problems of the human
race”.
(iv)
Zion's
Stockholders
As Zion
has literally thousands of shareholders and supporters, it isn't possible for me
to meet everyone personally, but I would like you to know that all of us at Zion
understand that we work for a special company with a special task in a very
special country. We are dedicated to the vision of 'Oil for Israel' and will
try, as best we know how, to achieve that goal.
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.
"In
your good pleasure, make Zion prosper..."
Psalm
51:18
Thank you
for your support of Zion, Shalom from Israel and...
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, the total amount actually raised from the rights offering, the
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 Mike Williams at:
Zion Oil
& Gas, Inc.
6510
Abrams Rd., Suite 300, Dallas, TX 75231
telephone
1-214-221-4610
email:
dallas@zionoil.com