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1.95M
deposits 605 617 Governmental
receivables 338 900 Other
receivables 2,376 483 Total
current assets 14,073 8,641 Unproved
oil and gas properties, full cost method (see Note 4) 48,099 46,950 Property
and equipment at cost Drilling rig and related equipment, net of accumulated depreciation of $ 887 and $ 704 (see note 2I) 6,759 6,834 Property and equipment, net of accumulated depreciation of $ 615 and $ 604 139 138 6,898 6,972 Right
of Use Lease Assets (see Note 5) 263 327 Other
assets Assets
held for severance benefits 553 541 Total
other assets 553 541 Total
assets 69,886 63,431 Liabilities
and Stockholders’ Equity Current
liabilities Accounts
payable 1,167 2,783 Lease
obligation – current (see Note 5) 169 203 Asset
retirement obligation 571 571 Accrued
liabilities 437 1,781 Total
current liabilities 2,344 5,338 Long-term
liabilities Lease
obligation – non-current (see Note 5) 129 169 Provision
for severance pay 560 548 Total
long-term liabilities 689 717 Total
liabilities 3,033 6,055 Commitments
and contingencies (see Note 6) Stockholders’
equity Common stock, par value $ .01 ; Authoriz 800,000,000 shares at March 31, 2022: Issued and outstandin 466,593,391 and 364,322,883 shares at March 31, 2022 and December 31, 2021, respectively 4,666 3,643 Additional
paid-in capital 287,878 277,258 Accumulated
deficit ( 225,691 ) ( 223,525 ) Total
stockholders’ equity 66,853 57,376 Total
liabilities and stockholders’ equity 69,886 63,431 The
accompanying notes are an integral part of the unaudited interim consolidated condensed financial statements. 1 Zion
Oil & Gas, Inc. C onsolidated
Condensed Statements of Operations (Unaudited) For the three months ended March
31, 2022 2021 US$ thousands US$ thousands (Unaudited) (Unaudited) General
and administrative 1,435 1,971 Other 711 792 Loss
from operations ( 2,146 ) ( 2,763 ) Other
expense, net Gain
on derivative liability - 426 Foreign
exchange (loss) ( 9 ) ( 63 ) Financial
(expenses), net ( 11 ) ( 160 ) Loss,
before income taxes ( 2,166 ) ( 2,560 ) Income
taxes - - Net
loss ( 2,166 ) ( 2,560 ) Net
loss, per share of common stock Basic
and diluted (in US$) ( 0.01 ) ( 0.01 ) Weighted-average
shares outstanding Basic
and diluted (in thousands) 404,817 238,941 The
accompanying notes are an integral part of the unaudited interim consolidated condensed financial statements. 2 Zion
Oil & Gas, Inc. Consolidated
Condensed Statement of Changes in Stockholders’ Equity (Unaudited) For
the three months ended March 31, 2022 Common
Stock Additional paid-in Accumulated Shares Amounts Capital deficit Total thousands US$ thousands US$ thousands US$ thousands US$ thousands Balances
as of December 31, 2021 364,324 3,643 277,258 ( 223,525 ) 57,376 Funds
received from sale of DSPP units and shares and exercise of warrants 102,219 1,022 10,405 — 11,427 Funds
received from option exercises 50 1 — — 1 Value
of options granted to employees, directors and others as non-cash compensation — — 215 — 215 Net
loss — — — ( 2,166 ) ( 2,166 ) Balances
as of March 31, 2022 466,593 4,666 287,878 ( 225,691 ) 66,853 For
the three months ended March 31, 2021 Common
Stock Additional paid-in Accumulated Shares Amounts Capital deficit Total thousands US$ thousands US$ thousands US$ thousands US$ thousands Balances
as of December 31, 2020 237,382 2,374 245,539 ( 212,804 ) 35,109 Funds
received from sale of DSPP units and shares and exercise of warrants 3,848 39 2,810 — 2,849 Value
of bonds converted to shares 4 * — — — Funds
received from option exercises 117 1 — — 1 Value
of options granted to employees, directors and others as non-cash compensation — — 821 — 821 Net
loss — — — ( 2,560 ) ( 2,560 ) Balances
as of March 31, 2021 241,351 2,414 249,170 ( 215,364 ) 36,220 * Less than one thousand. The
accompanying notes are an integral part of the unaudited interim consolidated condensed financial statements. 3 Zion
Oil & Gas, Inc. Consolidated
Condensed Statements of Cash Flows (Unaudited) For the three months ended March 31, 2022 2021 US$ thousands US$ thousands (Unaudited) (Unaudited) Cash flows from operating activities Net loss ( 2,166 ) ( 2,560 ) Adjustments required to reconcile net loss to net cash used in operating activiti Depreciation 195 179 Cost of options issued to employees, directors and others as non-cash compensation 208 821 Amortization of debt discount related to convertible bonds - 141 Change in derivative liability - ( 426 ) Change in assets and liabilities, n Other deposits 12 21 Prepaid expenses and other ( 575 ) 530 Governmental receivables 562 355 Lease obligation – current ( 34 ) ( 35 ) Lease obligation – non current ( 40 ) ( 45 ) Right of use lease assets 64 56 Other receivables 107 105 Severance payable, net - ( 45 ) Accounts payable ( 331 ) ( 150 ) Accrued liabilities ( 93 ) ( 1,088 ) Net cash used in operating activities ( 2,091 ) ( 2,141 ) Cash flows from investing activities Acquisition of property and equipment ( 12 ) ( 20 ) Acquisition of drilling rig and related equipment ( 122 ) ( 76 ) Investment in unproved oil and gas properties ( 3,665 ) ( 7,028 ) Net cash used in investing activities ( 3,799 ) ( 7,124 ) Cash flows from financing activities Proceeds from exercise of stock options 1 1 Proceeds from issuance of stock and exercise of warrants 9,427 2,849 Net cash provided by financing activities 9,428 2,850 Net (decrease)/increase in cash, cash equivalents and restricted cash 3,538 ( 6,415 ) Cash, cash equivalents and restricted cash – beginning of period 5,952 14,662 Cash, cash equivalents and restricted cash – end of period 9,490 8,247 Supplemental schedule of cash flow information Non-cash investing and financing activiti Non-cash equity receivables 2,000 - Unpaid investments in oil & gas properties 1,130 2,363 Capitalized convertible bond interest attributed to oil and gas properties - 79 Cost of options issued to employees attributed to oil and gas properties 7 - The
accompanying notes are an integral part of the unaudited interim consolidated condensed financial statements. 4 Cash,
cash equivalents and restricted cash, are comprised as follows: March 31, 2022 December 31, 2021 US$
thousands US$
thousands Cash
and cash equivalents 8,221 4,683 Restricted
cash included in fixed long-term bank deposits 1,269 1,269 9,490 5,952 5 Zion
Oil & Gas, Inc. Consolidated
Condensed Notes to Financial Statements (Unaudited) Note
1 - Nature of Operations, Basis of Presentation and Going Concern A.
Nature of Operations Zion
Oil & Gas, Inc., a Delaware corporation (“we,” “our,” “Zion” or the “Company”) is
an oil and gas exploration company with a history of 22 years of oil & gas exploration in Israel. As of March 31, 2022, the Company
has no revenues from its oil and gas operations. Zion
maintains its corporate headquarters in Dallas, Texas. The Company also has branch offices in Caesarea, Israel and Geneva, Switzerland.
The purpose of the Israel branch is to support the Company’s operations in Israel, and the purpose of the Switzerland branch is
to operate a foreign treasury center for the Company. On
January 24, 2020, Zion incorporated a wholly owned subsidiary, Zion Drilling, Inc., a Delaware corporation, for the purpose of owning
a drilling rig, related equipment and spare parts, and on January 31, 2020, Zion incorporated another wholly owned subsidiary, Zion Drilling
Services, Inc., a Delaware corporation, to act as the contractor providing such drilling services. When Zion is not using the rig for
its own exploration activities, Zion Drilling Services may contract with other operators in Israel to provide drilling services at market
rates then in effect. Zion
has the trademark “ZION DRILLING” filed with the United States Patent and Trademark Office. Zion has the trademark filed
with the World Intellectual Property Organization in Geneva, Switzerland, pursuant to the Madrid Agreement and Protocol. In addition,
Zion has the trademark filed with the Israeli Trademark Office in Israel. Exploration
Rights/Exploration Activities Megiddo-Jezreel
Petroleum License, No. 401 (“MJL 401”) and New Megiddo License 428 (“NML 428”) The
Megiddo-Jezreel License 401 was awarded on December 3, 2013 for a three-year primary term through December 2, 2016 with the possibility
of additional one-year extensions up to a maximum of seven years. The Megiddo-Jezreel License 401 lies onshore, south and west of the
Sea of Galilee, and we continue our exploration focus here based on our studies as it appears to possess the key geologic ingredients
of an active petroleum system with significant exploration potential. The
NML 428 (covering the same area as MJ-01) was awarded on December 3, 2020 for a six-month term with the possibility of an additional