Post by Ethan / JRyan on Dec 7, 2018 17:42:19 GMT -5
Zion Oil & Gas Announces Launch of New Unit Program
DALLAS and CAESAREA, Israel, December 7, 2018 - Zion Oil & Gas, Inc. (NASDAQ: ZN) announces that it is making available a new unit offering under its continuing Dividend Reinvestment and Common Stock Purchase Plan (“DSPP”) in its going forward plans as outlined in the November 29th, 2018 press release.
THE VISION
The vision of Zion Oil & Gas remains to help Israel become energy independent, and in doing so, use Zion’s projects as a platform to share the gospel of Jesus Christ worldwide.
That vision has not changed, and Zion now believes it is prudent and consistent with good industry practice to try and answer the questions that were presented with the drilling and testing of the Megiddo-Jezreel #1 (MJ#1) well with a focused 3D seismic imaging shoot of approximately 50 square kilometers surrounding the MJ#1 well.
PLAN FORWARD
As previously noted in the November 29th press release, if undertaken, this will not be a short-term exploratory project with immediate results. A realistic timeframe in which Zion can reasonably expect to complete this project would be six to twelve months following a successful capital raise.
This includes time to plan the survey design and surface layout and to obtain the necessary seismic source equipment and wireless geophones (to record the signal) if possible, which will likely have to be imported.
Acquiring the necessary government permits will be time-consuming as will the process of negotiating potential surface damages to crops, irrigation piping, and other surface features. Data acquisition and interpretation are the final steps and involve integration with, and modification of, previous work by Zion technical staff.
The proceeds of the unit offering are planned to be used as shown below.
DALLAS and CAESAREA, Israel, December 7, 2018 - Zion Oil & Gas, Inc. (NASDAQ: ZN) announces that it is making available a new unit offering under its continuing Dividend Reinvestment and Common Stock Purchase Plan (“DSPP”) in its going forward plans as outlined in the November 29th, 2018 press release.
THE VISION
The vision of Zion Oil & Gas remains to help Israel become energy independent, and in doing so, use Zion’s projects as a platform to share the gospel of Jesus Christ worldwide.
That vision has not changed, and Zion now believes it is prudent and consistent with good industry practice to try and answer the questions that were presented with the drilling and testing of the Megiddo-Jezreel #1 (MJ#1) well with a focused 3D seismic imaging shoot of approximately 50 square kilometers surrounding the MJ#1 well.
PLAN FORWARD
As previously noted in the November 29th press release, if undertaken, this will not be a short-term exploratory project with immediate results. A realistic timeframe in which Zion can reasonably expect to complete this project would be six to twelve months following a successful capital raise.
This includes time to plan the survey design and surface layout and to obtain the necessary seismic source equipment and wireless geophones (to record the signal) if possible, which will likely have to be imported.
Acquiring the necessary government permits will be time-consuming as will the process of negotiating potential surface damages to crops, irrigation piping, and other surface features. Data acquisition and interpretation are the final steps and involve integration with, and modification of, previous work by Zion technical staff.
The proceeds of the unit offering are planned to be used as shown below.
Zion recognizes the financial and time commitment that Zion’s shareholders have made in supporting Zion’s vision and its need for additional funding to undertake these efforts. As noted, there are a number of questions Zion believes need to be further explored. While there is no guarantee that these exploration efforts will lead to commercial success, Zion takes its responsibility to its shareholders very seriously.
Details:
The cost of each Unit will be $250.00 for new and existing Direct Stock Purchase Plan investors.
Each Unit purchase will provide the investor with 250 shares of ZN common stock and 250 $0.01 Warrants.
Warrants are exercisable on the 31stday following the end of Unit Program and exercisable for one year (February 25, 2019, to February 25, 2020).
If investors sign up for Zion’s automatic monthly investments in addition to purchasing a Unit during this Unit program, then they will receive 50 $0.01 Warrants. Current subscribers are eligible for these additional warrants if they choose to participate in this unit purchase. (For more details on the automatic monthly investments, see Zion’s Prospectus Supplement on page 4.)
Investors may participate starting Monday, December 10, 2018.
This Unit Program will end on Wednesday, January 23, 2019, or when $10 million is reached, whichever transpires first.
This Unit Program is available through Zion’s website. Investors may go to www.zionoil.com/dspp to purchase electronically online or to print and mail their investment.
Zion expresses appreciation for the continued support of their shareholders and considers it an honor to represent them.
“The Lord Himself goes before you and will be with you; He will never leave you nor forsake you. Do not be afraid; do not be discouraged.”
Deuteronomy 31:8
“Sing to the Lord, for He has done glorious things; let this be known to all the world. Shout aloud and sing for joy, people of Zion, for great is the Holy One of Israel among you.”
Isaiah 12:5-6
The cost of each Unit will be $250.00 for new and existing Direct Stock Purchase Plan investors.
Each Unit purchase will provide the investor with 250 shares of ZN common stock and 250 $0.01 Warrants.
Warrants are exercisable on the 31stday following the end of Unit Program and exercisable for one year (February 25, 2019, to February 25, 2020).
If investors sign up for Zion’s automatic monthly investments in addition to purchasing a Unit during this Unit program, then they will receive 50 $0.01 Warrants. Current subscribers are eligible for these additional warrants if they choose to participate in this unit purchase. (For more details on the automatic monthly investments, see Zion’s Prospectus Supplement on page 4.)
Investors may participate starting Monday, December 10, 2018.
This Unit Program will end on Wednesday, January 23, 2019, or when $10 million is reached, whichever transpires first.
This Unit Program is available through Zion’s website. Investors may go to www.zionoil.com/dspp to purchase electronically online or to print and mail their investment.
Zion expresses appreciation for the continued support of their shareholders and considers it an honor to represent them.
“The Lord Himself goes before you and will be with you; He will never leave you nor forsake you. Do not be afraid; do not be discouraged.”
Deuteronomy 31:8
“Sing to the Lord, for He has done glorious things; let this be known to all the world. Shout aloud and sing for joy, people of Zion, for great is the Holy One of Israel among you.”
Isaiah 12:5-6
DEC 7 2018 SEC LINK
Item 8.01 Other Events.
On March 10, 2017, Zion Oil & Gas, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) the prospectus supplement dated as of March 10, 2017 and accompanying base prospectus dated February 23, 2017 (collectively, the “Prospectus”) relating to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan” or “DSPP”). The Prospectus forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-216191), as amended, which was declared effective by the SEC on March 10, 2017 (the “Registration Statement”).
An Amendment No. 5 to the Prospectus Supplement is being filed on December 7, 2018. This Amendment No. 5 to Prospectus Supplement amends the Prospectus Supplement. This Amendment No. 5 to Prospectus Supplement should be read in conjunction with the Original Prospectus Supplement and the base Prospectus effective March 10, 2017. This Amendment No. 5 is incorporated by reference into the Original Prospectus Supplement. This Amendment No. 5 is not complete without, and may not be delivered or utilized except in connection with, the Original Prospectus Supplement, including any amendments or supplements thereto.
Amendment No. 5 - New Unit Option under the Unit Program
Under the Plan, the Company is offering a new Unit Option Program. The Unit Program will now consist of a new combination of common stock and warrants, a new time period and a new unit price, but otherwise the same Unit Program features, conditions and terms in the Prospectus Supplement apply. The Company’s new Unit Option Program begins December 10, 2018 and terminates January 23, 2019. This new Unit Option Program enables participants to purchase Units of our securities where each Unit (priced at $250.00 each) is comprised of (i) two hundred and fifty (250) shares of Common Stock and (ii) Common Stock purchase warrants to purchase an additional two hundred and fifty (250) shares of Common Stock. The participant’s Plan account will be credited with the number of shares of the Company’s Common Stock and warrants that are acquired under the Units purchased. Each warrant affords the participant the opportunity to purchase one share of the Company’s Common Stock at a warrant exercise price of $0.01. For Plan participants who enroll into the Unit Program with the purchase of at least one Unit and also enroll in the separate Automatic Monthly Investments (“AMI”) program at a minimum of $50.00 per month or more, will receive an additional fifty (50) Warrants at an exercise price of $0.01 during this Unit Option Program. The fifty (50) additional warrants are for enrolling into the AMI program. Existing subscribers to the AMI are entitled to the additional fifty (50) warrants, if they purchase at least one (1) Unit.
Checks, bank wire payments, or electronic bank payments for purchases received by the Plan Agent, or at the offices of the Company, before 4 p.m. (EST) on a business day generally will be recorded as purchased on the same business day (the “Purchase Date”). Checks, bank wire payments, or electronic bank payments for purchases received by the Plan Agent, or at the offices of Company, after 4 p.m. (EST) on a business day generally will be recorded as purchased on the next business day for the Purchase Date. Electronic bank payments are treated as received and recorded on the date of receipt of the funds into the Plan Agent’s or the Company’s bank account. Under the AMI program, all optional cash payments will be invested in our Common Stock on the 20 th day of each calendar month and if such day falls on a holiday or a weekend, then on the next trading day.
The warrant shall have the company notation of “ZNWAK.” The warrants will not be registered in the NASDAQ Stock Market or any other stock market. All warrants will first become exercisable on February 25, 2019, which is the first trading day after the 31 st day following the Unit Option Termination Date (i.e., on January 23, 2019) and continue to be exercisable through February 25, 2020 (1 year) at a per share exercise price of $0.01. The Unit is priced at $250.00 per Unit and no change will be made to the warrant exercise price of $0.01 per share.
Accordingly, all references in the Original Prospectus Supplement, concerning the Unit Option continue, except for the substitution of the new Unit Option terms above. All other Plan features, conditions and terms remain unchanged.
1
Warrant Agent Agreement
Effective December 7, 2018, the Company executed a Warrant Agent Agreement with AST as the Warrant Agent, Exhibit 4.10, below, for the warrant notated as ZNWAK under the Unit Option Program beginning December 10, 2018 as described under Amendment No. 5.
The Company is filing the items included in Exhibits 4.9 and 4.10 to this Current Report on Form 8-K, each of which relates to the above Registration Statement, for the purpose of incorporating such items as exhibits to the Registration Statement for the DSPP Unit Option Program beginning December 10, 2018.
Item 9.01 Financial Statements and Exhibits.
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