Zion Oil's Ma'anit-Joseph #3 well

On Thursday, June 23 Zion Oil & Gas, Inc. (NASDAQ: ZN) filed a prospectus with the SEC for a $31.25 million rights offering to current stockholders. The rights offering consists of 6,250,000 non-transferable subscription rights @ $5 per Unit. Each subscription right Unit includes (1) share of Zion common stock and (2) warrants to buy additional shares of common stock @ $3.50 per share. Zion stockholders will receive (1) subscription right Unit for every (4) shares of Zion common stock they own as of June 15.

What this offering means is that if a Zion stockholder owned 1,000 shares, for example, of common stock on June 15, Zion will send, at no charge, 250 ‘subscription rights Units’. Each Unit, if exercised @ $5, entitles the stockholder to (1) share of Zion  common stock and (2) warrants to buy additional shares @ $3.50 within one year of the offering’s close. Exercising the Unit offering including the Warrants would cost the stockholder a total of $12 per (3) shares of Zion common stock. As of this writing Zion common stock is trading on NASDAQ (ZN) @ $5.56 – buying (3) shares of Zion common stock at the current trading price would cost $16.68.

This offering is currently scheduled to close on July 25, 2011. Even though the offering limits stockholders to (1) subscription right per (4) shares of common stock owned, stockholder may oversubscribe to purchase additional that remain unsubscribed at the close of the offering, subject to availability and allocation.

If fully subscribed, Zion will raise $31,250,000 from the sale of Units, and if the warrants are fully exercised within a year of the offering’s close, an additional $43,750,000. According to the Prospectus Zion Oil & Gas will use proceeds from the offering “for (i) furthering our oil and gas exploration program by carrying out geological and geophysical studies on our exploration areas, (ii) complete logging, interpretation and any production testing that may be deemed needed with respect to the Ma’anit-Joseph #3 well (iii) drilling a well on our Jordan Valley License and (iv) general corporate purposes.

Zion’s Prospectus describes the company’s current and applied for exploration territory in Israel:

We currently hold two petroleum exploration licenses, which we have named the Joseph License and the Jordan Valley License, covering approximately 139,000 acres of land onshore Northern Israel.  A third petroleum exploration license, the Asher-Menashe License covering approximately 79,000 acres of land adjacent to the Joseph License, expired on June 9, 2011, its scheduled expiry date. We have continuously held the Asher-Menashe since June 2007 and we have drilled one exploratory well in this license area. Prior to the expiry of the Asher-Menashe License, we submitted to Israeli Petroleum Commissioner an application to extend the license. We do not believe that the Israeli Petroleum Commissioner will deny our application for the extension while we have a current well on the site; however, no assurance can be provided that the requested extension will be granted.

“In February 2011, we submitted to the Commissioner applications for two exploration licenses and an application for a preliminary exploration permit. One of the license applications and the application for the preliminary exploration permit cover substantially all of the area covered by our previous Issachar-Zebulun Permit, which expired on February 23, 2011. We named one license application (with respect to part of the previous Issachar-Zebulun Permit) the Jordan Valley License Application and the preliminary exploration permit (applied for with respect to substantially the balance of such area) the Zebulun Permit Application. We named the other license application the Dead Sea License Application as it relates to areas within the vicinity of the Dead Sea.”