Filed
pursuant to Rule 433
Registration
Statement No. 333-164563
Zion Oil
& Gas - Special
Alert
June 21,
2010
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Dear
Shareholder and/or Friend of Zion
Rights Offering to Terminate
on June 30, 2010
There are
only eight business
days left until the termination of Zion's rights offering, so if you do
wish to take advantage of this opportunity... it is now or never.
As
William Shakespeare wrote,
"There is a tide
in the affairs of men, Which, taken at the flood, leads on to fortune; Omitted,
all the voyage of their life Is bound in shallows... On such a full sea are we
now afloat..."
Over
2,750 people have watched our latest film in which we discuss our goal to
establish Zion Drilling, Inc. If you haven't, please take a few minutes to do so
- to watch the film, please click here.
RIGHTS
OFFERING
Under the
rights offering (see www.zionoil.com/investor-center) Zion stockholders, at the
close of business on May 6, 2010, were issued, at no charge, the
following
ONE
subscription right for every TWO shares of stock owned (as of the close of
business on May 6, 2010).
Each
subscription right entitles the holder to purchase one share of Zion stock at a
price of $5.00, irrespective of the market price at the time of
purchase.
The
subscription rights may be exercised at any time prior to the end of June 2010.
However, after 5:00 pm EDT on June 30, 2010, unexercised subscriptions rights
will expire with no residual value.
Please
note that if you want to exercise your rights and you hold your stock in a
brokerage account, then you will need to contact your broker to determine when
and how you can exercise your rights, as each individual brokerage firm has
their own timeline and procedures for processing subscriptions.
As
detailed in the press release, we plan to use the proceeds from the rights
offering: (a) to purchase a 51% interest in a new yet to be established company
(Zion Drilling, Inc. that will own a 2,000 horsepower drilling rig), (b) to
drill further 'deep' exploration wells on Zion's licenses in Israel (in
continuation of Zion's oil and gas exploration efforts) and (c) for general
corporate purposes.
This
opportunity is only available until June 30, 2010.
"In your good pleasure, make Zion
prosper..."
Psalm
51:18
Thank you
for your support of Zion, and
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, the sufficiency of cash reserves, ability
to raise additional capital, 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 Michael
Williams at Zion Oil & Gas, Inc., 6510 Abrams Rd., Suite 300, Dallas, TX
75231; telephone 1-214-221-4610; email: dallas@zionoil.com
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