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this warrant as permanent equity per ASC 815-40-35-2. As such, there is no value assigned to this extension. On August 21, 2023, the Company extended the termination |
date of the ZNWAQ warrant from September 6, 2023 to October 31, 2023. Zion considers this warrant as permanent equity per ASC 815-40-35-2. |
As such, there is no value assigned to this extension. On October 19, 2023, the Company extended the |
termination date of the ZNWAQ warrant from October 31, 2023 to December 31, 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 . 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 August 31, 2023, the participant’s Plan account was credited with the number of shares of the Company’s Common Stock that |
were acquired. Zion incurred $ 173,000 in equity issuance costs to an outside party related to this waiver program. The Company executed |
two additional Waiver Term Sheets with the same participant consisting of shares of stock. After conclusion of the program on December |
31, 2023, the participant’s Plan account will be credited with the number of shares of the Company’s Common Stock that were |
acquired. During the quarter ended September 30, 2023, Zion incurred an additional $ 437,000 in equity issuance costs bringing the YTD |
total to approximately $ 610,000 . 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 amended 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. 26 Zion |
Oil & Gas, Inc. Consolidated |
Condensed Notes to Financial Statements (Unaudited) Note |
3 - Stockholders’ Equity (cont’d) 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. 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.” Existing subscribers to the AMI were entitled to the additional fifty (50) warrants, if they |
purchased at least one (1) Unit during the Unit program. Plan participants, who enrolled in the AMI at a minimum of $100 per month, received |
one hundred (100) ZNWAY warrants. Plan participants, who enrolled in the AMI at a minimum of $250 per month, received two hundred and |
fifty (250) ZNWAY warrants. Plan participants, who enrolled in the AMI at a minimum of $500 per month, received five hundred (500) ZNWAY |
warrants. The AMI program required 90 days of participation to receive the ZNWAY warrants. Existing AMI participants were entitled to |
participate in this monthly program by increasing their monthly amount above the minimum $50.00 per month. The |
ZNWAV warrants became exercisable on March 31, 2023 and continued to be exercisable through June 28, 2023 at a per share exercise price |
of $ 0.05 . As |
of June 28, 2023, any outstanding ZNWAV warrants expired. The |
ZNWAW warrants became exercisable on April 14, 2023 and continued to be exercisable through July 13, 2023 at a per share exercise price |
of $ 0.05 . As |
of July 13, 2023, any outstanding ZNWAW warrants expired. The |
ZNWAX warrants became exercisable on May 2, 2023 and continued to be exercisable through July 31, 2023 at a per share exercise price |
of $ 0.05 . On |
July 31, 2023, any outstanding ZNWAX warrants expired. The |
ZNWAY warrants became exercisable on June 12, 2023 and continued to be exercisable through September 10, 2023 at a per share exercise |
price of $ 0.05 . On |
September 10, 2023, any outstanding ZNWAY warrants expired. Amendment |
No. 3 – New Unit Option under the Unit Program Under |
our Plan, provided a Unit Option under Amendment No. 3. This Unit Option period began on May 15, 2023 and terminated on June 15, 2023. 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 and Amendment No.2. Amendment No. 3 provided the option period, unit price |
and the determination of the number of shares of Common Stock and warrants per unit. As mentioned above, this Unit Option began on May |
15, 2023 and terminated on June 15, 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 two hundred ( 200 ) shares of Common Stock at a per share exercise price |
of $ 0.25 . 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 $ 0.25 . The warrant shall have the Company notation of “ZNWAZ” and will not be registered |
for trading on the OTCQX or any other stock market or trading market. 27 Zion |
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