Got Questions? We’ve Got Answers!
We understand that many questions arise during the investment process. We hope to provide most of the answers here. If you don’t find what you are looking for, feel free to contact us directly.
NEW UNIT PROGRAM
Starting Monday, October 16, 2017, and ending December 6, 2017, Zion is offering this new Unit Program to purchase Units of our securities where each Unit (priced at $250.00) is comprised of:
Shares of ZN common stock determined by dividing $250 by the average of the high and low sale prices of the Company’s common stock on the Unit purchase date, and 15 common stock purchase warrants. Each warrant (symbol “ZNWAG”) affords participants the opportunity to purchase one share of ZN common stock at a warrant exercise price of $1.00. The warrants will become exercisable beginning January 8, 2018, the 31st day following the Unit Program termination date, and continue to be exercisable through January 8, 2021 (three years) at a per share exercise price of $1.00.
If the Company’s Common Stock closing price trades above $5.00 per share for 15 consecutive trading days at any time prior to the warrant expiration date, Zion may provide a notice to warrant holders of an early warrant termination within 60 days of the notice.
WHY INVEST IN THE DIRECT STOCK PURCHASE PLAN?
The Direct Stock Purchase Plan (DSPP) provides Zion Oil & Gas with the financial means to be able to explore for oil and gas in Israel. Purchasing stock through this plan allows you to share in the success of Zion Oil & Gas.
The DSPP is intended to be a convenient and simple way for you to purchase Zion stock directly from the company, allowing you to build your long-term investment over time while avoiding those dreadful brokerage fees. The Plan is not intended to provide shareholders short-term profits through rapid turnover of shares acquired at a discount.
The minimum investment is $250.00. Once you have your account set up with our Plan Agent, The American Stock Transfer & Trust Company, you may invest as little as $50.00 at a time. There is also an option for automatic monthly withdrawal directly from your bank account.
You may participate by completing our enrollment form online or printing and sending an enrollment form by mail to Zion Oil or our Plan Agent.
Current Shareholders. If you have already purchased Zion Oil stock directly from the company, you are considered a current shareholder. To enroll in the DSPP, a full enrollment form must be completed and sent to Zion Oil. Once you have enrolled, your participation will continue automatically until either you elect to withdraw from the Plan or we terminate the Plan or your participation in the Plan.
Beneficial Shareholders. You are a beneficial owner of Zion’s Common Stock if your shares are registered in the name of a bank, broker, trustee or other agent. If you want to enroll in the Plan, complete the enrollment form with your $250 investment. You may also transfer your shares by instructing your bank, broker, trustee or agent to transfer shares into your name. Please include a completed enrollment form with the transfer.
Click HERE to invest online.
Click HERE to print an enrollment form and mail in with a check.
(Note: You may also fill out an enrollment form, email it to firstname.lastname@example.org, and send in a wire. Request wire instructions from email@example.com)
Initial investment. If you are not an existing shareholder with a Plan Account through the Plan Agent, you can make an initial investment in Zion’s Common Stock and/or Units, starting with as little as $250. If you wish to invest $10,000 or more in common stock, you will need to obtain our written approval. Written approval is not required for Unit purchases of $10,000 or more. You can obtain a Request for Waiver form from Zion Oil by calling 888-891-9466 or from our Plan Agent at www.astfinancial.com.
Additional Investments. Once you are a registered shareholder, additional investments may be made for only $50 or more. Note: Participants are not required to make additional investments.
Faster Transactions than most DSPPs. You receive the purchase price of the high-low average the day we receive your funds. Transactions made online will usually be recorded as funds received same day or the following if received after 3pm CT. This can save on overnighting your check. Any payments by wire received before 3pm CT will generally be recorded as purchased on the same business day. Payments received by wire after 3pm CT will generally be recorded as purchased on the next business day.
Automatic Monthly Withdrawals. Automatic monthly ACH withdrawals by our Plan Agent may be set up for Common Stock purchases only, on any checking or savings account. The bank account on file will be debited on the 25th of each month. The stock purchase is recorded on the date of receipt of the funds into the Plan Agent’s or the Company’s bank account.
Online Transactions. You may enroll, invest and reinvest directly through the Zion Oil website. You may also make changes to your account online through our Plan Agent’s website, www.astfinancial.com. This is like writing a check and overnighting it for Zion Oil & Gas to receive without having to pay to mail.
Automatic Dividend Reinvestment. If we offer dividends in the future, all dividends paid on common stock inside the DSPP will be reinvested fully. For shares of our common stock held outside the DSPP, you can elect to reinvest all or a portion of your dividends. Please be advised that Zion Oil has not yet paid dividends to her shareholders.
Shares of Common Stock purchased through the Plan will be sold to you at the average of the high and low sale prices of our Common Stock on NASDAQ the day we receive the funds. (If funds are received past 3pm CT, they will be applied to the following day.) You can see the current price of our Common stock by searching for “ZN” on NASDAQ.com. Please note that shares are issued only after payment is received.
Your Plan account will be credited with the number of shares (including fractional shares, computed to three decimals) equal to the amount invested for your Plan account divided by the applicable price per share.
You may purchase stock through our online enrollment and transaction, by wire and by mailing in a check.
Fees. Zion Oil absorbs the fees required for managing your stock account and making transactions. There are only a few exceptions. Lost stock certificates will require a fee to replace and the sale of stock includes a fee and commission of sale.
Supporting the Vision. All Plan purchases support the search for oil in Israel, because the shares of stock are purchased directly from Zion from our pool of authorized and unissued Common Stock. Zion has reserved up to 15,000,000 shares of its authorized and unissued shares of Common Stock to purchases under the Plan.
The American Stock Transfer and Trust Co., or AST for short, handles all shareholder services for our Plan, the DSPP. The Agent keeps records, sends statements to participants and performs other duties as required by the Plan.
American Stock Transfer & Trust Company, LLC
Plan Administration Department
P.O. Box 922
Wall Street Station
New York, NY 10269-0560
You will receive confirmation by mail from AST after each account transaction. If purchases are completed from the Zion Oil website, you will also receive payment confirmation by email to the email address you provide. You should retain all account statements for your records. As a shareholder, you will also receive communication directly from Zion Oil to ensure you are informed of the latest company news. These communications are by email unless no email address has been provided. Updates by regular mail are sent quarterly from Zion Oil.
Yes. But because we are not financial advisors and because every IRA/401K is set up differently, we strongly suggest you speak to your plan custodian directly.
Zion Oil & Gas is not responsible for any penalties incurred from investing through Retirement Accounts.
All shares of Zion Oil’s Common Stock and Warrants that are purchased through the Direct Stock Plan will be held by the Plan Agent in book-entry form in your account. There is no cost to you for this service.
You may request that your certificates be mailed to you or transferred to a broker at any time. However, Warrant certificates may only be issued during the 5 year period when your warrants are available for use.
If you hold other Zion Common Stock certificates you may also deposit those certificates with the Plan Agent, at no cost to you. The shares represented by the deposited certificates will not be included in the book-entry form. Note: The certificates should not be endorsed and the assignment section should not be completed.
Only whole shares will be represented in certificate form. If fractional shares are requested, a check representing fractional shares and/or warrants will be sent to you.
If a payment is made by a check drawn on insufficient funds or incorrect draft information, or the Plan Agent otherwise does not receive the money, the requested purchase will be deemed void, and the Plan Agent will immediately remove from your account any shares already purchased upon the prior credit of such funds.
Please be aware that fees incurred by the Plan Agent from the insufficient draft for your stock purchase may be charged back to you, by the sale of stock from your DSPP account, for the total amount of the charge.
Yes. Subject to compliance with all applicable laws, you may transfer ownership of some or all of your Plan shares by sending the Plan Agent written, signed transfer instructions. Transfer paperwork may be found at www.amstock.com. You will be responsible for any applicable taxes in connection with the transfer. New and existing shareholders must sign an enrollment form in order to become a DSPP participant.
A new DSPP account will not be opened as a result of a transfer of fewer than ten (10) shares, unless you (i) authorize the reinvestment of dividends on the shares to be transferred and (ii) include an optional cash payment with your transfer instructions sufficient to purchase the remainder of the ten (10) shares required to enroll.
Registration. To make changes to the name(s) on the account, all existing holders must sign transfer paperwork. The paperwork must have a Medallion Signature Guarantee seal. If stock certificates have been issued, they must be returned to the Plan Agent before they can be reissued with a new registration. For a copy of the necessary paperwork and further instructions please visit www.amstock.com.
Dividend Reinvestment. You may change your dividend selection at any time by completing a new enrollment form and returning it to Zion Oil or our Plan Agent.
Automatic Monthly Withdrawals. Authorization to begin, end or amend a monthly withdrawal for the purchase of Common Stock must be received in writing, with the signatures of all existing holders. Changes can also be made by logging on to your account at www.amstock.com.
There are two ways you may sell your stock:
1. Contact our transfer company, AST Financial, and request that they sell your stock.
There will be a $12 + $0.10/share fee to sell. This option gives you very little control over the sell price or timing since the request will be fulfilled the following day with all other requests from the previous day.
2. Have your brokerage request that AST Financial transfer your shares to your brokerage and then have your brokerage company sell your shares.
There’s usually a $4-$10 fee (depending on the brokerage), but no per share fee. This allows you to have much more control of the sale moment and price.
You may print a form and mail in your exercise with a check OR you may exercise your Warrants online and pay electronically.
Go here to learn more: www.zionoil.com/dspp/exercise-warrants/
Below are step-by-step instructions to log onto your Zion Oil account through our agent’s website. Our agent is AST Financial. This will help you VIEW your stock purchases. (If you wish to purchase more stock, please do so through our website – www.zionoil.com. Just follow the INVEST link.)
Step 1: Log on to AST Financial’s website at www.astfinancial.com
Step 2: Click The Orange tab at the top right – Client Login –> Shareholders & Investors
Step 3: A window will pop up asking: What would you like to do today? Click: Manage my accounts —> Click: U.S. Shareholders & Investors —> Click: Manage My Shareholder Account
Step 4: Click Register on the left-hand side of the page, if you have never logged on before.
Step 5: Moving from left to right, enter your AST Account Number, your Social Security Number or Tax Identification Number and press tab.
Step 7: If Step 5 is done correctly, Zion Oil & Gas, Inc. will populate automatically as the company name.
Step 8: Register all accounts under the same SSN. This will allow you to see all of your accounts, without having to register multiple times.
For further assistance, you may call Zion Oil or call AST Financial directly:
AST is open from 8am-8pm ET.
Zion Oil is open from 9am-5pm CT.
You may terminate your participation in the Plan by giving written notice to the Plan Agent or logging on to your online account. Upon termination, you must elect either to receive a certificate for the number of whole shares held in your Plan account or to have all of the shares in your Plan account sold for you.
Certificate. If you elect to receive a certificate, the certificate will be issued for whole shares only. A check for the value of any fractional share will be issued to you. The value of any fractional share will be based on the closing market price of the Common Stock on the first day that the stock is traded after the withdrawal request is received.
Sale. If you request that your shares be sold, the Plan Agent will make the sale in the market, if practicable, within ten (10) trading days after receipt of the request. You will receive the proceeds of sale, less any brokerage commission and transfer tax. Receipt by the Plan Agent of due notice of a participant’s death or incompetence shall be deemed a notice of withdrawal.
When the Plan Agent is authorized to sell shares, neither the Company nor any participant under the Plan has the authority or power to control the timing or pricing of sales, or the selection of the broker dealer making the sales. Therefore, you will not be able to precisely time your sales through the Plan, and will bear the market risk associated with fluctuation in the price of the Company’s Common Stock.
The Plan Agent will process notices of withdrawal and send proceeds to you as soon as practicable, without interest.
Signatures of all registered holders must be “Medallion Guaranteed” by a financial institution participating in the Medallion Guarantee program for all sale requests. The Medallion Guarantee program ensures that the individual signing is in fact the owner as indicated on the participant’s account.
As a DSPP shareholder, you will be sent a proxy statement in connection with each meeting of the Company’s shareholders, together with a proxy card representing the shares registered directly in your name and the whole shares held in your DSPP account. This proxy card, when signed and returned, will be voted as you indicate. If the proxy card is not returned or if it is returned unsigned, the shares will not be voted unless you or a duly appointed representative votes in person at the meeting. If no instructions are indicated on a properly signed and returned proxy card, all of the shares represented by the proxy card will be voted in accordance with the recommendations of the Company’s management.
One More Question?
If you have a question that we have not addressed, please ask: