Unassociated Document
Filed
pursuant to Rule 433
Registration
Statement No. 333-160871
ZION
OIL ANNOUNCES RIGHTS OFFERING
Dallas,
Texas and Caesarea, Israel - July 30, 2009 - Zion Oil & Gas, Inc. (NYSE
Amex: ZN) announced
today that it has filed a registration statement with the Securities and
Exchange Commission with respect to a proposed rights offering to its common
stockholders of up to two (2) million shares of common stock. Each whole
subscription right will entitle the holder to purchase one share of common stock
for $5.00.
Under the
proposed rights offering, stockholders have the right to purchase thirteen (13)
shares of stock for every one hundred (100) shares of common stock owned on the
record date. This is identical to 0.13 subscription rights for each share of
common stock owned on the record date.
Should
the rights offering be fully subscribed, the company expects to receive gross
proceeds of $10 million. The proceeds from the rights offering will be used for
Zion’s multi-well drilling plan.
Stockholders
who fully exercise their rights will be entitled to subscribe for additional
shares of common stock, if available, that were not subscribed for by other
rights holders.
The
record, commencement and initial expiration dates for the offering will be
determined at the time that the registration statement relating to the rights
offering becomes effective.
A
registration statement relating to these securities has been filed with the
United States Securities and Exchange Commission but has not yet become
effective. These securities may not be sold, nor may offers to buy be accepted,
prior to the time the registration statement becomes
effective.
Zion's
Chief Executive Officer, Richard Rinberg, said today: "Although it is not usual
to engage in a rights offering immediately following a rights offering, Zion's
Board of Directors have decided to do exactly that.
In June
2009, we raised gross proceeds of $21 million from a rights offering to common
stockholders, but as the rights offering was over-subscribed, we returned
approximately $1.1 million in over-subscriptions.
In order
to afford an opportunity to shareholders who were not able to exercise
subscription rights to the extent that they desired, as well as fund our
continuing drilling plans, our Board of Directors decided to commence a new
rights offering to our stockholders at the same per share subscription price as
the offering completed in June 2009.
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 and
potential results thereof and plans contingent thereon and the 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.
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:
Brittany
Russell
Zion Oil
& Gas, Inc.
6510
Abrams Rd., Suite 300
Dallas,
TX 75231
(1)
214-221-4610
Email:
dallas@zionoil.com