Zion Oil Announces Rights Offering

Zion Oil & Gas (NYSE Alternext US: ZN) announced today that it has filed for a rights offering with the SEC. Under the terms of the offering Zion  shareholders will receive (3) subscription rights for every (8) shares of common stock held. Each subscription right entitles the holder to buy one additional share of common stock at $5.00. For example, if a shareholder currently holds 1,000 shares of Zion Oil common stock, the shareholder would receive 375 subscription rights, or the right to buy 375 additional shares of common stock at $5.00. As I write this post, Zion Oil & Gas shares are at $8.81. That same shareholder, if he or she exercised his or her subscription right, 375 share would cost the share holder $1875, assuming today’s market price of $8.81, those 375 shares would be worth $3,303.75; a gain of $1428.75 with the stroke of a pen. Not a lot of hand wringing over that one.

Here’s Zion’s announcement:

ZION OIL ANNOUNCES RIGHTS OFFERING

Dallas, Texas and Caesarea, Israel – January 29, 2009 – Zion Oil & Gas, Inc. (NYSE Alternext US: 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 4.2 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 will receive three (3) subscription rights for every eight (8) shares of common stock owned on the record date. This is identical to 0.375 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 $21 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 Oil & Gas, Inc., a Delaware corporation, explores for oil and gas in Israel in areas located onshore between Tel-Aviv and Haifa. It currently holds two petroleum exploration licenses, the Joseph and Asher-Menashe Licenses, between Netanya on the south and Haifa on the north, covering a total of approximately 162,000 acres.

FORWARD-LOOKING STATEMENTS: Statements in this press release that are not historical fact, including statements regarding Zion’s planned operations, potential results thereof and plans contingent thereon, including the importation of a drilling rig into Israel, the granting of various required permits 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’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