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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. 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. 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. 23 Zion Oil & Gas, Inc. Consolidated Condensed Notes to Financial Statements |
(Unaudited) Note 3 - Stockholders’ Equity (cont’d) 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. 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. 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. 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 become exercisable on |
November 15, 2025 and continue to be exercisable through December 31, 2025 at a per share exercise price of $.25. 24 Zion Oil & Gas, Inc. Consolidated Condensed Notes to Financial Statements |
(Unaudited) Note 3 - Stockholders’ Equity (cont’d) Under our Plan, the Company under a Request For Waiver |
Program executed a Waiver Term Sheet of a program consisting of shares of stock to a participant. After conclusion of the program on June |
16, 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. This Amendment No. 2 to Prospectus |
Supplement amends the Prospectus Supplement. 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 the SEC on December 15, 2021. Amendment No. 2 - New Unit Option under the |
Unit Program Under our Plan, we provided a Unit Option under |
Amendment No. 2. Our Unit Program consisted of the combination of Common Stock and warrants with basic Unit Program features, conditions |
and terms outlined in the Original Prospectus Supplement and Amendment No. 1. Amendment No. 2 provided the option period, unit price and |
the determination of the number of shares of Common Stock and warrants per unit. This Unit Option had up to three tranches of investment, |
in which the second and third tranches were each subject to termination upon a total of $7,500,000 received from participants by the Company |
during the first or second tranche. The first tranche period began on March 13, 2023 and terminated on March 26, 2023. The second tranche |
began on March 27, 2023 and terminated on April 9, 2023 and the third tranche began on April 10, 2023 and terminated on April 27, 2023. The Unit Option consisted of Units of our securities |
where each Unit (priced at $250.00 each) was comprised of (i) a certain number of shares of Common Stock determined by dividing $250.00 |
(the price of one Unit) by the average of the high and low sale prices of the Company’s publicly traded common stock as reported |
on the OTCQX on the Unit Purchase Date and (ii) Common Stock purchase warrants to purchase an additional five hundred (500) shares of |
Common Stock at a per share exercise price of $0.05. The participant’s Plan account was credited with the number of shares of the |
Company’s Common Stock and Warrants that were acquired under the Units purchased. Each warrant affords the participant the opportunity |
to purchase one share of our Common Stock at a warrant exercise price of $0.05. The warrant shall have the Company notation of “ZNWAV” |
under the first tranche, “ZNWAW” under the second tranche and “ZNWAX” under the third tranche. The warrants will |
not be registered for trading on the OTCQX or any other stock market or trading market. Plan participants, who enrolled into the Unit |
Program with the purchase of at least one Unit and enrolled in the separate Automatic Monthly Investments (“AMI”) program |
at a minimum of $50.00 per month, received an additional fifty (50) warrants at an exercise price of $0.05 during this Unit Option Program. |
The fifty (50) additional warrants were for enrolling into the AMI program and shall have the Company notation of “ZNWAY.” |
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