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

Zion Oil Announces Drilling Delay

Zion Oil & Gas CEO Richard Rinberg announced to shareholders and interested parties today that drilling at the Ma’anit Rehoboth #2 well site would be delayed until March due to permitting hold-ups for AME’s drilling crew. According to Rinberg, the permitting delays were not helped by Israel’s focus on the recent war in Gaza, but at this time only a few ” ‘purely bureaucratic’ problems” remain. All other necessary support equipment and supplies seems to be on track and should be awaiting the rig’s arrival in March.

The Rinberg letter to Zion shareholders and ‘friends’ is below:

Dear Shareholder and/or Friend of Zion

In 1785, the Scottish poet, Robert Burns, wrote “The best-laid schemes o’ mice an’ men gang aft agley” or in English, “The best-laid plans of mice and men often go awry”.

That’s just another way of saying that no matter how carefully a project is planned, the unexpected may still delay you.

Earlier this month, during the (unexpected) war in Gaza, I emailed you an update of our scheduled drilling operations. As the Gaza military operations have now abated, I want to give you further revised information.

(1) The 2,000 horsepower drilling rig is in Ankara, Turkey and is now expected to arrive in Israel, rig-up and start drilling our well in March 2009. The main delay has been due to slow progress in obtaining the Turkish rig-workers’ permits. You will appreciate that for the last few weeks this has not been the State of Israel’s top priority. There were also delays due to a requirement that every rig-worker have a passport valid for over three years and that every worker personally visit Israel’s consulate in Turkey, (this last item was subsequently waived). However, we are now making good progress and expect a speedy resolution of all these ‘purely bureaucratic’ problems very soon.

(2) The Drill Pipe being shipped from China arrived at Haifa Port today (Wednesday, January 28, 2009).

(3) The Cement and Chemicals for the Mud will be delivered, at our request, when we are ready. Some of the material is already in Israel and for the remainder the order lead time is short. We do not want to store these materials at our site for longer than absolutely necessary.

(4) We have already received three Drilling Bits and are waiting for the rest of our consignment order to arrive. However, the Drilling Bits we have in store will enable us to drill to over 11,000 feet, so we are not concerned regarding Drilling Bits.

(5) We still have in secure storage, in Israel, over $1.7 million worth of drill casing and other inventory items.

My last email during the war in Gaza was approximately three weeks ago. Since then, military operations in Gaza have ended, the USA has sworn-in a new President and there has been the discovery of a huge natural gas field, offshore the coast of Israel (90 kilometers west of Haifa).

As we all know, a lot can happen in a very short period. So, we will just keep moving forward to our goal… of finding and recovering oil and gas, onshore in Israel.

“In your good pleasure, make Zion prosper…” Psalm 51:18

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, potential results thereof and potential effects of those results, including the importation of a drilling rig into Israel, the granting of various required permit, are forward-looking statements as defined in the “Safe Harbor” provision 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 Prospectus and its 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.