Filed
pursuant to Rule 433
Registration
Statement No. 333-160871
ZION
OIL TO INCREASE RIGHTS OFFERING
Dallas,
Texas and Caesarea, Israel – September 15, 2009 - Zion Oil & Gas, Inc.
(NASDAQ GM: ZN)
announced today that it has filed an amendment, with the Securities and Exchange
Commission, to the registration statement that it originally filed on July 30,
2009, with respect to a proposed rights offering to its common
stockholders.
In the
amendment, Zion increased the number of shares of its common stock that can be
purchased in the rights offering from 2.0 million shares to 3.6 million
shares. Each whole subscription right will entitle the holder to
purchase one share of common stock for $5.00.
Zion's
Chief Executive Officer, Richard Rinberg, commented today that, "As we near
completion of the drilling phase of the Ma'anit-Rehoboth #2 well (in Zion's
Joseph license) and prepare the site for drilling the Elijah #3 well (in Zion's
Asher-Menashe license), we are already considering a subsequent #4 well. As a
result, we decided to increase the number of shares available in the proposed
rights offering."
Under the
newly proposed rights offering, stockholders would have the right to purchase
twenty three (23) shares of stock for every one hundred (100) shares of common
stock owned on the (to be determined) record date. This is identical
to 0.23 subscription rights for each share of common stock owned on the record
date.
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.
Should
the rights offering be fully subscribed, the company expects to receive gross
proceeds of $18 million. The proceeds from the rights offering will be used for
Zion’s multi-well drilling program.
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
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 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