Filed
pursuant to Rule 433
Registration
Statement No. 333-160871
Zion Oil
& Gas Newsletter
August 7,
2009
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Elisha
Roih
Zion's
Vice President - Israeli Operations
until
February 28, 2009
Dear
Shareholder and/or Friend of Zion...
Last
Saturday night, at 8:15 p.m. Israel time, Israel's 'Channel 2' TV broadcast a
short news documentary film regarding Zion Oil & Gas and the drilling
operations in Northern Israel. A much shortened version (in English) was also
made available on the internet at Israeli (English) news sites.
John
Brown (Zion's Founder and Chairman of the Board) and Glen Perry (Zion's
President and Chief Operating Officer) were both interviewed, as one would
expect.
However,
also interviewed was Zion Oil veteran Elisha Roih (pictured above).
Elisha
supported John Brown in the very early days of John's visits to Israel. He was
(until the end of February 2009) Zion's Vice President - Israeli Operations and
also the formal representative of Zion Oil & Gas to the State of
Israel.
During
his interview, Elisha mentioned that, during his many years in the oil & gas
business in Israel, he had been asked a number of times to represent people who
wanted to drill for oil 'by
faith' in Israel. He had always declined.
He
recounted that, when he first met John Brown, he had asked him: "How do you hope
to accomplish what your faith wants you to do? The oil & gas business is an
extremely hard and very expensive business."
Elisha
then explained that he heard something that he had not heard
before.
John
replied that: "The first thing we have to do is put together a team of oil &
gas professionals. I may have faith but we need the expertise."
Elisha
realized that John's approach of 'deep commitment' plus 'a professional
approach' would stand the best chance of success and so he agreed to
help.
The rest,
as they say, is history... but without Elisha's help, Zion Oil & Gas may
never have come into existence.
In fact,
Elisha has put in a lifetime of service - as a very young member of the British
Army's Jewish Brigade during WW2 and as a veteran of the Israel Defense Force,
attaining the rank of a full Colonel. He is a true hero of the State of
Israel.
He may no
longer work in Zion's office, but he will always be a member of the Zion
family.
The
Ma'anit-Rehoboth #2 Well
Visit by
Dr. Uzi Landau on July 23, 2009
(Israel's
Minister of National Infrastructure)
Drilling
Operations on the Ma'anit-Rehoboth #2 Well
This past
week, we continued to make good drilling progress and, as I write, we are
drilling through shale and dolomite at a depth of approximately 17,140 feet (5,225 meters) towards our
final target of approximately 18,040 feet (5,500 meters).
Zion's
Drilling Manager, Jerry Carlisle, noted that, during the last few days, we have
been drilling without a mud motor "in the old fashioned way",
using the rotary drill - it's both effective and less expensive. He also
commented that, "Everything's
going according to plan."
You may
be interested to know that when the drill bit requires replacing (due to being
worn out), it takes twelve hours to 'trip out' (i.e. pull the drill pipe out of
the hole) and then another twelve hours to 'trip in' (i.e. run the drill pipe
back in the hole). So at the current depth, it takes a minimum of twenty four
hours to change a drill bit.
As I
write, we are waiting for confirmation that we are already drilling in the
Permian geological formation. We have sent cuttings from our well, for
examination by a 'micropaleontologist' (a
scientist who studies microfossils). The cuttings are being examined under a
microscope, in order to see if microfossils from the Permian geological age are
present.
In other
words, as Jerry Carlisle put it, "The bug pickers are looking for the
right kind of bugs."
(New) Rights Offering
On
Wednesday, July 29, 2009, Zion 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 would receive gross
proceeds of $10 million, to be used for Zion's multi-well drilling
plan.
If you
were among the many hundreds of our stockholders who did not receive as many $5
shares as you subscribed for, this is your 'second chance' opportunity. Of
course, this offer is open to everyone who is a stockholder of record on the (as
yet undetermined) record date.
Map
of Licenses and Exploration Areas
The above
map shows the following detail: our exploration areas, the site of our current
well (the Ma'anit-Rehoboth #2) on the Joseph License, the site of our planned
next well (the Elijah #3), on the Asher-Menashe License and the extent of the
Issachar-Zebulun Permit area.
This past
week we signed an agreement with Kibbutz Ein Carmel regarding Zion's right to
use the site of the planned Elijah #3 well. The Kibbutz has begun removing its
equipment from the site and very soon we will begin preparation work so that,
when appropriate, the drilling rig will be able to move directly from Kibbutz
Ma'anit to Kibbutz Ein Carmel.
In
addition, we are furthering our investigation and understanding of the
Issachar-Zebulun Permit area in order to plan our program on that
area.
"About
Zebulun he said: "Rejoice, Zebulun, in your going out and you, Issachar, in your
tents.
They
will summon peoples to the mountain and there offer sacrifices of righteousness;
they will feast on the abundance of the seas, on the treasures hidden in the
sand."
Deuteronomy
33: 18,19
2009
Annual Meeting - Highlights Video
You may
be interested in viewing a video of the highlights of Zion's 2009 Annual Meeting
that was held in Dallas in June. The video can be seen by going to Zion's
homepage on www.zionoil.com and
clicking on the play button.
Everyone
I have spoken to who has seen the video found it deeply moving. Thanks go to
Drew Louis (Zion's Vice President of Administration) for masterful editing and
video production skills and also Steve Spillman (Author and friend) for
conducting the interviews so professionally.
Please
take the time to see the video, as I think it speaks to the heart of what Zion
Oil & Gas, Inc. is about.
Zion
website maintenance:
Please
note that Zion's website will be undergoing maintenance, tonight, August 7,
2009. So, Zion's website will be unavailable for a maximum of (just) three
hours, between 11:00 p.m. and 2:00 a.m. Dallas time.
Just
a final thought:
Today's
date is August 7, 2009. The English write that date as 07.08.09.
Earlier
today it was 12:34 p.m. - and 56 seconds later it was:
12:34:56 07.08.09
"To
everything there is a season, and a time to every purpose under
heaven."
Ecclesiastes
3
Thank you
for your continued support of Zion
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, geophysical and
geological data and interpretation, anticipated attributes of geological strata
being drilled, drilling efforts and locations, timing and potential results
thereof and plans contingent thereon and 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 ).
Contact
Information
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
More
information about Zion is available at www.zionoil.com or by
contacting Kim Kaylor at Zion Oil & Gas, Inc., 6510 Abrams Rd., Suite 300,
Dallas, TX 75231; telephone 1-214-221-4610; email: dallas@zionoil.com