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of our Common Stock at a warrant exercise price of $2.00. The warrant is referred to as “ZNWAL. ” The warrants became exercisable on August 26, |
2019 and continued to be exercisable through August 26, 2021 at a per share exercise price of $2.00. On September 15, 2020, the Company extended the |
termination date of the ZNWAL Warrant by two (2) years from the expiration date of August 26, 2021 to August 26, 2023. Zion considers |
this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. Under our Plan, the Company under a Request For Waiver Program executed |
Waiver Term Sheets of a unit option program consisting of a Unit (shares of stock and warrants) of its securities and subsequently an |
option program consisting of shares of stock to a participant. The participant’s Plan account was credited with the number of shares |
of the Company’s Common Stock and warrants that were acquired. Each warrant affords the participant the opportunity to purchase |
one share of our Common Stock at a warrant exercise price of $1.00. The warrant shall have the company notation of “ZNWAM.” |
The warrants will not be registered for trading on the OTCQX or any other stock market or trading market. The warrants became exercisable |
on January 15, 2021 and continue to be exercisable through July 15, 2023 at a revised per share exercise price of $.05. On March 21, 2022, the Company extended the termination date of the |
ZNWAM warrant by one (1) year from the expiration date of July 15, 2022 to July 15, 2023 and revised the exercise price to $0.05. Zion |
considers this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. On February 1, 2021, the Company initiated a |
unit offering and it terminated on March 17, 2021. The unit offering consisted of Units of the Company’s |
securities where each Unit (priced at $250.00 each) was comprised of (i) the number of Common Stock shares represented by the high-low |
average on the purchase date and (ii) Common Stock purchase warrants to purchase an additional twenty-five (25) shares of Common Stock |
at a per share exercise price of $1.00. The investor’s Plan account was credited with the number of shares of the Company’s |
Common Stock and Warrants acquired under the Units purchased. For Plan participants who enrolled into the Unit Program with the purchase |
of at least one Unit or who enrolled in the separate Automatic Monthly Investments (“AMI”) program at a minimum of $50.00 |
per month or more, received an additional ten (10) warrants at an exercise price of $1.00 during this Unit Option Program. The ten (10) |
additional warrants were for enrolling into the AMI program. Existing subscribers to the AMI were also entitled to the additional ten |
(10) warrants once, provided that they purchased at least one (1) unit during the Unit program. Each warrant affords the participant |
the opportunity to purchase one share of our Common Stock at a warrant exercise price of $1.00. The warrant is referred to as “ZNWAN.” The warrants became exercisable on May 16, 2021 |
and continue to be exercisable through May 16, 2023 at a per share exercise price of $1.00. On April 12, 2021, the Company initiated a unit |
offering and it terminated on May 12, 2021. The unit offering consisted of Units of the Company’s |
securities where each Unit (priced at $250.00 each) was comprised of (i) the number of Common Stock shares represented by the high-low |
average on the purchase date and (ii) Common Stock purchase warrants to purchase an additional fifty (50) shares of Common Stock at a |
per share exercise price of $.25. The investor’s Plan account was credited with the number of shares of the Company’s Common |
Stock and Warrants acquired under the Units purchased. For Plan participants who enrolled into the unit offering with the purchase of |
at least one Unit or who enrolled in the separate Automatic Monthly Investments (“AMI”) program at a minimum of $50.00 per |
month or more, received an additional fifty (50) warrants at an exercise price of $.25 during this Unit Option Program. The fifty (50) |
additional warrants were for enrolling into the AMI program. Existing subscribers to the AMI were also entitled to the additional fifty |
(50) warrants once, provided that they purchased at least one (1) unit during the Unit program. Each warrant affords the participant |
the opportunity to purchase one share of our Common Stock at a warrant exercise price of $.25. The warrant is referred to as “ZNWAO.” The warrants became exercisable on June 12, 2021 |
and continue to be exercisable through June 12, 2023 at a per share exercise price of $.25. F- 35 Zion Oil & Gas, Inc. Notes to Consolidated Financial Statements Note 6 – Stockholders’ Equity (cont’d) Under our Plan, the Company under a Request For |
Waiver Program executed a Waiver Term Sheet for a unit program consisting of a Unit (shares of stock and warrants) to a participant. |
After conclusion of the program on May 28, 2021, the participant’s Plan account was credited with the number of shares of the Company’s |
Common Stock and Warrants that were acquired. Each warrant affords the participant the opportunity to purchase one share of our Common |
Stock at a warrant exercise price of $.25. The warrant has the company notation of “ZNWAP.” The warrants will not be registered |
for trading on the OTCQX or any other stock market or trading market. The warrants were issued and became exercisable on June 2, 2021 |
and continue to be exercisable through June 2, 2022 at a per share exercise price of $.25. On March 21, 2022, the Company extended the termination |
date of the ZNWAP Warrant by one (1) year from the expiration date of June 2, 2022 to June 2, 2023. Zion considers this warrant as permanent |
equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. During the second quarter of 2022, all warrants |
represented by ZNWAP and ZNWAR were exercised resulting in a net cash inflow of approximately $365,000. Under our Plan, the Company under a Request For |
Waiver Program executed a Waiver Term Sheet for a program consisting of Zion securities to a participant. After conclusion of the program |
on June 17, 2021, the participant’s Plan account was credited with the number of shares of the Company’s Common Stock that |
were acquired. Under our Plan, the Company under a Request For Waiver Program executed |
a Waiver Term Sheet of a unit program consisting of units of shares of stock and warrants to a participant. After conclusion of the program |
on June 18, 2021, the participant’s Plan account was credited with the number of shares of the Company’s Common Stock and |
warrants that were acquired. Each warrant affords the participant the opportunity to purchase one share of our Common Stock at a warrant |
exercise price of $.25. The warrant shall have the company notation of “ZNWAQ.” The warrants will not be registered for trading |
on the OTCQX or any other stock market or trading market. The warrants were issued on May 5, 2022 and are exercisable through July 6, |
2023 at a revised per share exercise price of $.05. On May 17, 2022, the Company extended the termination date of the ZNWAQ |
Warrant by one (1) year from the expiration date of July 6, 2022 to July 6, 2023 and revised the exercise price to $0.05. Zion considers |
this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. Under our Plan, the Company under a Request For |
Waiver Program executed a Waiver Term Sheet of a unit program consisting of units of shares of stock and warrants to a participant. After |
conclusion of the program on June 18, 2021, the participant’s Plan account was credited with the number of shares of the Company’s |
Common Stock and Warrants that were acquired. Each warrant affords the participant the opportunity to purchase one share of our Common |
Stock at a warrant exercise price of $.25. The warrant shall have the company notation of “ZNWAR.” The warrants will not |
be registered for trading on the OTCQX or any other stock market or trading market. The warrants were issued and became exercisable on |
June 22, 2021 and continue to be exercisable through June 22, 2022 at a per share exercise price of $.25. Additionally, Zion incurred |
$115,000 in equity issuance costs to an outside party related to this waiver program. On March 21, 2022, the Company extended the termination |
date of the ZNWAR Warrant by one (1) year from the expiration date of June 22, 2022 to June 22, 2023. Zion considers this warrant as |
permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. During the second quarter of 2022, all warrants |
represented by ZNWAP and ZNWAR were exercised resulting in a net cash inflow of approximately $365,000. Under our Plan, the Company under a Request For |
Waiver Program executed a Waiver Term Sheet to a participant. After conclusion of the program on September 15, 2021, the participant’s |
Plan account was credited with the number of shares of the Company’s Common Stock that were acquired. Under our Plan, the Company under a Request For Waiver Program executed |
a Waiver Term Sheet of a unit program consisting of units of shares of stock and warrants to a participant. After conclusion of the program |
on November 15, 2021, the participant’s Plan account was credited with the number of shares of the Company’s Common Stock |
and warrants that will be acquired. Each warrant affords the participant the opportunity to purchase one share of our Common Stock at |
a warrant exercise price of $1.00. The warrant shall have the company notation of “ZNWAS.” The warrants will not be registered |
for trading on the OTCQX or any other stock market or trading market. The warrants will be issued and become exercisable on November 15, |
2025 and continue to be exercisable through December 31, 2025 at a revised per share exercise price of $.25. On December 9, 2019 Zion filed an Amendment No. |
1 to the Registration Statement on Form S-1 (File No. 333-235299) solely for the purpose of re-filing a revised Exhibit 5.1 to the Registration |
Statement. This Amendment No. 1 does not modify any provision of the prospectus that forms a part of the Registration Statement and accordingly, |
such prospectus has not been included herein. On December 10, 2021 Zion filed an Amendment |
No. 1 to the Registration Statement on Form S-3 (File No. 333-235299) for the purpose of converting the existing Form S-1 to the Registration |
Statement on Form S-3. This Amendment No. 1 does not modify any provision of the prospectus that forms a part of the Registration Statement |
and accordingly such prospectus has not been included herein. F- 36 Zion |
Oil & Gas, Inc. Notes to Consolidated |
Financial Statements Note 6 - Stockholders’ Equity (cont’d) Under our Plan, the Company under a Request For |
Waiver Program executed a Waiver Term Sheet of a unit program consisting of units of shares of stock and warrants to a participant. After |
conclusion of the program on September 30, 2022, the participant’s Plan account was credited with the number of shares of the Company’s |
Common Stock and Warrants that were acquired. Each warrant affords the participant the opportunity to purchase one share of our Common |
Stock at a warrant exercise price of $.25. The warrant shall have the company notation of “ZNWAT.” The warrants will not be |
registered for trading on the OTCQX or any other stock market or trading market. The warrants will be issued and become exercisable on |
November 15, 2025 and continue to be exercisable through December 31, 2025 at a per share exercise price of $.25. During 2021, two participants who participated in the “Request |
for Waiver” aspect of the DSPP contributed approximately 67% of the cash raised through the DSPP. During 2022, two participants |
in the “Request for Waiver” aspect of the DSPP contributed approximately 77% of the cash raised through the DSPP. Under our Plan, the Company under a Request For |
Waiver Program executed a Waiver Term Sheet of a unit program consisting of units of shares of stock and warrants to a participant. After |
conclusion of the program on December 31, 2022, the participant’s Plan account was credited with the number of shares of the Company’s |
Common Stock and Warrants that were acquired. Each warrant affords the participant the opportunity to purchase one share of our Common |
Stock at a warrant exercise price of $.25. The warrant shall have the company notation of “ZNWAU.” The warrants will not be |
registered for trading on the OTCQX or any other stock market or trading market. The warrants will be issued and exercisable on November |
15, 2025 and continue to be exercisable through December 31, 2025 at a per share exercise price of $.25. Under our Plan, the Company under a Request For |
Waiver Program executed a Waiver Term Sheet of a unit program consisting of units of shares of stock to a participant. After conclusion |
of the program on May 1, 2023, the participant’s Plan account will be credited with the number of shares of the Company’s |
Common Stock that will be acquired. On March 13, 2023, Zion filed with the Securities |
and Exchange Commission an Amendment No. 2 to the Prospectus Supplement dated as of December 15, 2021 and accompanying base prospectus |
dated December 1, 2021 relating to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan. The Prospectus forms a part |
of the Company’s Registration Statement on Form S-3 (File No. 333-261452), as amended, which was declared effective by |
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