S1 - Filed November 27, 2019

This prospectus is both (1) a new registration statement and (2) a replacement registration statement that we filed with the Securities and Exchange Commission, or SEC, on March 10, 2017, utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of approximately $154,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this shelf registration, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described on page 29 under the heading “Where You Can Find More Information.”

Therefore, please carefully consider the information provided under the heading “Risk Factors” beginning on page 10.

Current Exploration and Operation Efforts



Megiddo-Jezreel Petroleum License



The Company currently holds one active petroleum exploration license onshore Israel, the Megiddo-Jezreel License, comprising approximately 99,000 acres. The Megiddo Jezreel #1 (“MJ #1”) exploratory well was spud on June 5, 2017 and drilled to a total depth (“TD”) of 5,060 meters (approximately 16,600 feet). Thereafter, the Company successfully cased and cemented the well while awaiting the approval of the testing protocol. The Ministry of Energy approved the well testing protocol on April 29, 2018.



During the fourth quarter of 2018, the Company’s testing protocol was concluded at the MJ #1 well. The test results confirmed that the MJ #1 well did not contain hydrocarbons in commercial quantities in the zones tested. The MJ#1 well provided Zion with information Zion believes is important for potential future exploration efforts within its license area. As with many frontier wildcat wells, the MJ#1 also left several questions unanswered.



While not meant to be an exhaustive list, a summary of what Zion believes to be key information learned in the MJ#1 well is as follows:



1. The MJ#1 encountered much higher subsurface temperatures at a depth shallower than expected before drilling the well. In our opinion, this is significant because reaching a minimum temperature threshold is necessary for the generation of hydrocarbons from an organic-rich source rock.

2. The known organic rich (potentially hydrocarbon bearing) Senonian age source rocks that are typically present in this part of Israel were not encountered as expected. Zion expected these source rocks to be encountered at approximately 1,000 meters in the MJ#1 well.

3. MJ#1 had natural fractures, permeability (the ability of fluid to move through the rock) and porosity (pore space in rock) that allowed the sustained flow of formation fluid in the shallower Jurassic and lower Cretaceous age formations between approximately 1,200 and 1,800 meters. While no hydrocarbons were encountered, Zion believes this fact is nonetheless significant because it provides important information about possible reservoir pressures and the ability of fluids to move within the formation and to the surface.

4. MJ#1 encountered oil in the Triassic Mohilla formation, which Zion believes suggests an active deep petroleum system is in Zion’s license area. There was no natural permeability or porosity in the Triassic Mohilla formation to allow formation fluid to reach the surface naturally during testing, and thus the MJ#1 was not producible or commercial.

5. The depths and thickness of the formations we encountered varied greatly from pre-drill estimates. This required the MJ#1 to be drilled to a much greater depth than previously expected. Zion has tied these revised formation depths to seismic data which will allow for more accurate interpretation and mapping in the future.

A summary of what Zion believes to be some key questions left to be answered are:



1. Is the missing shallow Senonian age source rock a result of regional erosion, or is it missing because of a fault that cut the well-bore and could be reasonably expected to be encountered in the vicinity of the MJ#1 drill site? Zion believes this is an important question to answer because if the Senonian source rocks do exist in this area, the high temperatures encountered are sufficient to mature these source rocks and generate oil.

2. Do the unusually high shallow subsurface temperatures extend regionally beyond the MJ#1 well, which could allow for the generation of hydrocarbons in the Senonian age source rock within our license area?

3. As a consequence of seismic remapping, where does the MJ#1 well lie relative to the potential traps at the Jurassic and Triassic levels, and was the well location too low on the structures and deeper than the potential hydrocarbons within those traps?


Zion commenced the data acquisition portion on the 3-D survey area consisting of 72 square kilometers focused on the eastern portion of the Megiddo-Jezreel license. Acoustic Geophysical Services (“AGS”), our geophysical contractor, completed mobilization in late August in which the seismic equipment was moved on location and testing completed. In mid-September 2019 all parameter selections were approved. Following parameter selection, AGS began its seismic production activities on September 25, 2019. Approximately 50% of the survey was completed by September 30, 2019. The remaining 50% of the survey was completed in mid-October.



Zion has engaged Agile Seismic Processing Services (“ASPS”), with offices located in Houston, Texas and Belgrade, Serbia, to handle the seismic data processing and interpretation services. The geophysical dataset, which was delivered to ASPS in late October 2019, will be processed using enhanced technologies.



Zion received a multi-year license extension through December 2, 2020.



Zion’s ability to fully undertake all of these aforementioned activities is subject to its raising the needed capital from its continuing offerings, of which no assurance can be provided.

1 Submission of seismic survey plan to the Commissioner and execution of an agreement with a contractor to perform 30 November 2019
2 Commence 3D seismic survey in an area of approximately 72 square kilometers 1 April 2020
3 Transfer of field material configuration and processed material to the Ministry pursuant to Ministry guidelines 15 August 2020
4 Submit interpretation report 15 November, 2020

Risks Related to our Business
We are an oil and gas exploration company with no current source of revenue. Our ability to continue in business depends upon our continued ability to obtain significant financing from external sources and the success of our exploration efforts, none of which can be assured.