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it wasnt their active decision to move to otc - they couldnt meet the min bid test to stay on the big board as notified by the big board- unless they reverse split- and most rail against a r/s which would cost them 15k by the big board plus otcqx saves them most of that 185k/yr big board annual fee-
yes they lost a lot of big investors by going to the otcqx - including investors ignorant re otcqx - all brokers i've talked to are ignorant re it -some dont even know it exists - otcqx has been around since 2009 - but if brokers dont know their clients are not likely to know either- why would going to otcqx relieve them of sec pressure??
they are still sec reporting as is EVERY stock on otcqx- as well as the next lower level - the otcqb. The otcqx is also the repository of many foreign blue chips which dont want the hassle of the red tape of big boards or high fees of big boards
the number of hits for a first wildcat well would logically be smaller than for a subsequent history of wild cat wells leading to the present well- ZNOG now has 20-21 years of experience -along with an incredible amount of surveys and studies to rely on -including the largest onshore 3d survey in all of Israel
they know they are targeted and being watched as we've discussed many times-we know what happened in june 2018 as a result of a feb 2018 PR saying "oil in the drilling mud"-which caused lawsuits -all of which have been dismissed- but given that history it should be understandable why they are being very careful now
thanks -I didnt realize some were talking about value in the ground- i thought they were talking about profit /barrel
and then Brown said, as tisdal and or others have noted, something about patience and 'just wait a little while.' A few months ago Brown said "this year'
As our mutual friend knows, these things were said in the context of many expecting the big well - so the comments could very well mean that perhaps this well2 isnt the big well but 'wait a little while'- even though His timing is not our timing,when timing indications are given,as in 'patience, just wait a little while'- if well 2 is commercial but not the big one but would fund well 3,that could be considered 'a little while' - 2or 3 yrs as ppl have mentioned
but if this well 2 is dry then from a human context it may very well be more than 'a little while' before well 3 could be financed-adding more years if at all
they seemingly would have to r/s if well 2 is dry if they dont want to further risk losing control to whales and drive pps to even worse lows which would also require raising Authorized Shares and thus become a true penny company-and again at the June 8 meeting there wasnt even a whisper of raising AS
not mentioning either raising AS or a r/s could logically mean they dont expect the present low pps fundraising regime to continue- which could logically mean they expect pps to take care of itself as a result of the results from testing- which i am guessing will allow this well to finance well 3
also "your time" referencing Mr Browns life was mentioned as given to him by Mr Brown. Since Mr Brown is already 80 or 81 and is already stretching, "70 years,eighty if you have the strength"
if this well is not commercial and thus could not fund the next well additional years might be added to the time line before well3 could be drilled-if it could be drilled at all -as some say ZNOG will be done if this well is not commercial-and those additional years
could take this out of Browns time.
and yet as we noted there wasnt even a whisper of r/s at the june 8 meeting
btw, has some new info arisen since our posts re form13 timing and whales- we know from form 13's ellis was part of those DSPP shares- what info has indicated another whale is buying 85% of current of the dspp? shares noted by last 10Q
As many have noted the events of 2018 are now muzzling what ZNOG is willing to say.
"When in Feb 2018 ZN announced 'oil in the drilling mud' many took that as the definitive pronouncement and pps doubled in ca a day- And the fallout was a complaint to the sec and an informal civilian sec investigation followed by shareholder lawsuits-the latter were all dismissed in what was a de facto summary judgment in each case in favor of ZN.(a 500k retainer of which ca 150k was returned to ZN because of the summary judgments in ZN's favor)."
announcing oil in the drilling mud is very innocent compared to announcing a well is commercial-and yet that simple innocent announcement led to several shareholder lawsuits suing b/d's individually for having violated their fiduciary duty etc
derivative shareholder lawsuits- suing board members supposedly on behalf of the corporation for violation of their fiduciary duty- has several effects - during the open lawsuit period ZNOG and the board are controlled by lawyers who muzzle them-an effect which partially continues even after all the lawsuits were eventually summarily dismissed-in ZNOG's favor.
Even in the absence of lawyers, all the board members now know they have to be very careful in what they say
shareholder suits logically raise a wall between shareholders and ZNOG b/d and officers
who are now very aware of negligence,intent and fiduciary duty
a previous post of mine referred to such things
when discussing certain things at the meeting they showed fiduciary duty as one of 2 reasons on the right lower corner of the screen
fiduciary duty is one of the highest if not the highest duty known to the law. I have personally known lawyers get disbarred for violating it even though there was no intent to violate it and the otherwise (unusually) good lawyer temporarily got caught between a rock and a hard place and truly had every intention of making it right as soon as possible.
fiduciary duty
https://lawyer.zone/fiduciary-duty/
Normally in the context of the officers and directors of a publicly held corp in their relationship to stock holders item # 13 - duty of disclosure- is involved- i.e.,that the corp has not divulged ENOUGH info re something to meet the standard
but in 2018 ZNOG was sued by upset stockholders who were tired of waiting and thus claimed many things,including without going back to the docs- carelessness and negligence in the oil in the drilling mud comment which ultimately led to a complaint which led to the sec investigation
so now that duty to disclose (fiduciary duty) is almost turned on its head -where instead of znog being sued for making a "misleading oil in the drilling mud" in the feb 2018 PR,ZNOG, as a result of the sec investigation and resulting shareholder lawsuits- ZNOG now has to practically withhold any information that is not approved by their lawyers (including 2 lawyer officer/board of director members) and OUTSIDE VERIFICATION etc
I know many are frustrated by IR but that puts IR in a very difficult situation-and IR is already usually a thankless job in normal times
so at the stockholder meeting you see Dunn and others restrained from answering some of the most obvious things-
like whether it is better to invest via the dspp or the open market- Dunn could have said what should be obvious-that DSPP bought shares directly financially aid ZNOG by providing ZNOG with most of the purchase price-whereas market bought shares only indirectly aid by the company by supporting the pps by increasing the market buy sell ratio- so being careful Dunn just said there are other entities(paraphrase) who can provide that information.
so now-and knowing major reasons why ZNOG is targeted- they know any statement not approved by legal or outside verification can be seen as careless ,negligent or as a violation of fiduciary duty
and so testing has to be completed and results audited by an independent 3rd party and probably approved at a board meeting and possibly by various israeli oil and security etc ministries before a statement of commerciality can be made
looking at a map the well is more like only 5-6 miles S of Beth Shean-doesnt seem possible but Israel is such a small country
https://www.bing.com/search?q=is+beth+shean+israel+below+sea+level&form=ANNNB1&refig=cf4bf5549ffc4212a4e6fd7add62966d
"The Sea of Galilee lies 680 feet below sea level. It is bounded by hills, especially on the east side where they reach 2000 feet high. These heights are a source of cool, dry air."
https://www.bing.com/search?q=dead+sea+below+sea+level&form=ANNNB1&refig=5593c05653c34914a66245381be5f1b1
death valley is 282 ft below sea level
the well is probably about 15-20 miles south of beit shean -only a couple miles N of samaria(west bank)-and i believe the land slopes downward as one traverses that distance-someone can flesh that out-it is significantly higher elevation than the jordan river only ca 3 crow miles directly to the east
thanks for all the good posts by kyoil tisdal jryan mrbojangles jbradels moses and others
dont have time to respond now but a couple remarks and or questions
arent oil profits per barrel a lot higher than the $10-20/barrel being mentioned right now when oil is now $122-123/barrel
Due to the vastly superior oil knowledge of the oilmen and the son of an oilman
and things i've already noted I was assuming they may have 100M- 200M barrels for this well
at even only 100 million barrels (are we talking about recoverable barrels) and $10 profit per barrel that would be a profit of $1 billion -am i missing something? profit we're talking about presumably results after deducting infrastructure build out costs
a new well pad and 2-3 yrs before well #3 at a build out rate of even 2.5 M /month for 3 yrs would be a max of $90 million plus any production infrastructure costs above that before the 3rd well would be online if commercial
even at a profit of only 1/barrel w 100M barrels or $20/barrel at only 5million barrels (both resulting in a profit of $100M )
they would not need the DSPP program which is greatly depressing the pps because the DSPP share program completely bleeds those bought dspp shares from the market buy sell ratio
the low pps resulting from the dspp is imo a desperate measure which cant last long and makes hostile intent by whales possible- a short term strategy to raise money
-so as tisdal mentioned since they made no mention of another increase in AS nor a reverse split they presumably think they will have enough income to avoid doing those things at least for a year-and if they have enough income to avoid doing so for a year in a yr pps should be much higher and dspp not needed or at least sell far fewer shares via dspp so it doesnt depress pps as the good news and continuing well production activity should more than counter the effect of such a then reduced issuance(if at all) of dspp shares
am going to have quit for the night and will answer your excellent post elsewhere another day
the 6th screen or so-as whoever-was it dunn-was speaking about one of the reaons for not providing more info was FIDUCIARY DUTY - as the meeting screen says at the bottom right during that portion of the talk
normally fiduciary duty requires co's to provide info-but not a normal situation as ryan has said- bc zn was so open w info last time they got sued by several stock holders and an investigation and targeted even more bc of thier purposes.
that alone puts lawyers in control and lawyers will always say, dont say anything, in those situations
bc being forthright hurt znog so much last time now they are being reticent
e.g if zn had reported problem w the erosional nonconformist layer collapsing the well and requiring new technology heroics before that could be fixed -that would have collapsed the pps -and in this litiguous society ppl may have sued over that
so to protect pps and stockholders they dont say anything until the problem is solved- then they could have said something but all of the following factors are powerful freeze on info triggers
1!)investigation by sec
2) zn sued
3)b'd named and sued for violation of fiduciary duty- in many cases that would make ppl leave the board altogether-they got hit w a lot of ....
so lawyers are in control- (and they also brought lawyer virginia on to the board) that would frustrate brown and others as something they never expected and very personal.
)plus now browns latest word-its like walking a dozen tightropes at the same time-something they did not bargain for-very frustrating
why is the adversary causing so many obstacles-is it bc he sees the reservoir and its proximity to what they are doing makes him nervous?
exactly.Though the law would be on znog's side if buddies or friends or co-conspirator investors got together w the intent of influencing or controlling ZN while each staying blow the 5% pr 10% triggers for as long as 11 months 29 days plus 45 days at year end to report- thats another danger of the low pps- adversaries can gain control at a low pps
the law is only as good as the legal systems political willingness to enforce it-in my many decades of attempting to deliver the legal system its still bound by the adversary bc not one member of the legal system(despite opening many peoples eyes) would come into mt 18:19 agreement for its deliverance. the good thing is that the righting of the ship comes via intervention as you mention- the intervention had to await the final attempt at deliverance. the soon coming intervention has been predicted by many
i hope znog is aware of this- bc of Mr Ellis they changed a bylaw to require 20% ownership before somebody could participate in the stock holder meeting- i dont remember the details
wouldnt the transfer agent be able to relate these things- companies receive a lot more info from transfer agents than we can
thanks - I was extremely tired when i wrote that- often go days without sleep solving problems of national scope writing and waiting like everybody else for the long promised deliverance-I've been at this call longer than Mr Brown and so I understand his frustration. By the time you get to 40 years at fulfilling a call to deliver the ppl and you see no change in the ppl.you get frustrated,just as John would be, just as Moses was after 40 years of babysitting, when the ppl apparently had not learned much. We are all human unfortunately and i was thinking another day without anytime or sleep for myself.
So what i wrote may or not be His mind re this well-but i do know i often dont know what to say until i sit down to write and it flows as fast as i can type. I just know as Jryan and you and others have expressed ZNOG cant continually keep raising money at this pps or eventually we would be in the billion share range like true penny stocks.
So it has been on my mind that Kyoil as an oilman may be right in his estimates of this well- a producer but not the huge one many have been expecting . That would also be typical of the step by step progression He often uses to deliver his ppl and would below the radar of russia - whose military is fighting in syria right next doo- those who dont believe that can do some research.
Russia and Israel have an understanding in that war and coordinate their activities to avoid unnecessary accidents s/incidents between russia and israel in that syrian war. That is why is why israel is walking a tightrope re russia- israel doesnt want to complicate that applecart, whereby russia does not interfere w israels activities re iran in that war.
I'm not going to be trying to determine whether John heard correctly bc about an hour after i wrote that post I was told, even though i've called you to deliver this noahs generation and nobody else was either wiling or able to pay the price of that call (as many have prophesied for many decades) i've not called you to second guess my servant John Brown."
So thats a relief- one less thing to be concerned with but not what ppl want to hear bc they want this to be the blowout well.
But as i said,I would agree w Kyoils oilman expertise -which is i'm guessing is pretty close to jbradles also- that this well has much better qualities than the 1st well or they would not have proceed through the steps since november 2021 but not the big one. the important thing is to get enough success that it financially moves ZNOG forward w the financing to do the next well to take the pressure of the pps -the dspp greatly depresses pps by altering the market buy sell ratio and zn isnt likely to use debt financing bc the borrower is servant to the lender.
John Browns statement
Mr Brown was briefly given the floor after the quorum was confirmed-which if i remember did not happen until the speaker gave 24 more minutes for people to log thier votes, including by phone.During that 24 minutes the meeting was blanked out.Remember the meeting was 1hr and 41 minutes long- a long time for a 80 or 81 yr old to sit in one place without utilizing facilities.
It was sometimes hard for me to see the speaker at the back of the room,partly a function of the camera depth of field and angle of vision and the shape of the room etc.
I thought from my limited view John may have been tired or not in the best of health of health-possibly partly explaining the mask- all speculation- but he was also seated at the back w everybodys back to him on that side -and a lot of spacing around a large table -possible covid precautions.
John has written a lot of encouraging missives
so when he hears something else along the same lines - it is his responsibility /fiduciary duty to report it as he did.
was there possibly another better timing during the meeting - dont know and not going to worry about it
the 1st post i read to get back up to speed led me to wonder about his physical and or mental health- my only earthly mentor said ppl have a very weak about to die self righteous conscious mind [whereas they have a huge rebellious carnal double-mind -thier true self they are totally unaware of-which is the reason ekklesia hasnt grown up in 2000 years and refuses to hear or listen for their deliverance to this day.
thus at a certain mental age ppl lose that thin veneer of conscious control-seen it w both personal encounters and public reports-e.g McCain -and re-pioneered a process to solve that problem
dreams are also a problem- they are popular today because the occult promotes them as a means of suspect knowledge. In my life they are usually an attempt by the brain to understand incomprehensible humans. Before A.D. they were one of very few methods of communication but there are better methods now -at any rate dreams usually have to be interpreted w the aid of the 3rd member of the -- head which often takes considerable time. Thus the protocol in the ekklesia is to sometimes take weeks or months to interpret and flesh out the dream. Reporting the dream without going through that process is irresponsible. The process commonly takes 3 weeks to a month. Thus revealing the dream at the meeting was the proper just right goldilocks timing.
Mr Brown said, i asked Him if this was the time(paraphrasing). I wish i hadnt asked [because the answer] this is not your time .Not today or tomorrow.
Timing is always a major problem and always has been throughout history. If not now then when? When He is asked this question the answer ppl usually receive is "according to your faith", which is not ever the answer ppl want- the war cry of, 'i want it now now now-dont you know what i am going through."
Remember some asked the teacher when will these things happen- the answer deflected their frame of reference in asking the question and they did not understand the answer,which is a common refrain/principle-why? Because the timing is often not for us to know- knowledge of such sets the cart before the horse of non natural growth. Its not his point for us to know the exact timing but to be able to follow the narrow road without veerring to the right or the left as we approach the goal..
There is a general timing and a specific timing. The general timing is here- after 1948 after 1967-after the many predicted political alliances we have seen form during our lifetime etc
Also as mentioned John is 80 or 81- so if not now, then when. Before natural gas becomes largely a substitute for oil -and before many other predicted things. So we are in the right general time. But He is cognizant of human limitations and what it takes to get ppl to the other side before they ALL fall off the road-which is not too far down the line.
My take on this-assuming Mr Brown correctly heard- is
"This particular well is not the big one every body has been waiting for. But i am aware of your limitations. I am aware of the hardships of the ppl and how many have had to hold on for many years in the midst of many troubles from this world. Thus I will give you enough to keep the vision alive - to keep moving forward- enough to pay for a large part of the next well to preserve my principals of giving and reaping in preparation for the soon coming release of the wealth of the ---- to the just,just as i did in delivering my ppl from egypt. [interesting bc of egypts participation in the natural gas Tamar field)
There is also the possibility of not hearing or interpreting a dream properly due to the many limitations of such in the 'common' era (CE). In my life thats the weakest form of communication. There are the superior gifts of knowledge,gift of wisdom ,gift of discerning of spirits,and interpretation of tounges etc.
But I cannot assume John heard incorrectly. If somebody needs to be corrected we are to use the word to do so-its an almost impossible task. So one uses the word and facts etc - the last thing one is suppose to do is character assassination-and thats where humans -especially in a knee jerk reaction- go first-as witnessed by this board.
So i am listening on the back burner for the answer to this last one-i.e.,whether John correctly interpreted or correctly heard.
on the other hand- a murderer who was used as a deliverer took 40 years to begin waking up and then waited in the desert 40 years growing in character, wondering and perhaps even asking when and how,especially as he was a stutterer.
Humans major in causing problems.They know little if anything about solving problems which has thus kept me busy my entire life. People are actively rejecting knowledge 150 times/day but dont know it and dont want to know it bc they dont want to change[that huge controlling mind] or hear or listen
this is one of my posts in the last couple of months partially relevant to your question-again tothe was the 13g expert on the board i think
part of the problem is the timing of reports by institutional and passive investors - the items i underlined below:
For institutional investors, they are required to file within 45 days of the end of the year in which they finish above 5%, or within 10 days of first finishing a month above 10% if the initial filing has not yet been completed. Passive investors are required to file within 10 days of acquiring 5% or more of a security.5? Finally, exempt investors (as defined by Section 13(d)(6)(A) or (B) of the Securities Exchange Act of 1934) must file within 45 days of the end of the year in which they become obligated to file.4?
Any changes to the information contained in a Schedule 13G form must be amended through additional reporting. Institutional investors are required to file an amendment to report any changes within 45 days of the end of the year or within 10 days of first finishing a month above 10% and then within 10 days of any month-end where the holder's ownership increases or decreases by 5% or more. Passive investors have similar requirements for reporting amendments.6?
Donald Ellis is zions only form 13 filer so far with 5.67% [now over 8%]of the voting stock
https://www.otcmarkets.com/filing/html?id=15514514&guid=fS6wkWQsdk7-B3h
e.g., this leaves a lot of leeway -as much as 11months and 29 or so days for some large investors to file
I havent taken the time to try to solve who is whale no 1 and 2
there are several time deadlines for form 13 depending on a persons status-- i have highlighted those deadlines in the article below
https://www.investopedia.com/terms/s/schedule13g.asp
i dont have any special insight into form 13's i usually let others handle that - doesnt tothe do that - but he hasnt posted since december
since donald ellis is just above 5% i previously mentioned i wondered if he rose above 5% by accident or on purpose - somebody who plans on a challenge usually wants to remain hidden as long as possible- used to be an attempted takeover would not begin til somebody owned or controlled in the low 30% range of the stock but i dont know nowadays
Laws & Regulations SEC
Schedule 13G
By James Chen
Updated December 31, 2021
Reviewed by Julius Mansa
Fact checked by Katrina Munichiello
What Is Schedule 13G?
The Securities and Exchange Commission (SEC) Schedule 13G form is an alternative filing for the Schedule 13D form and is used to report a party's ownership of stock which exceeds 5% of a company's total stock issue. Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements. Schedule 13G can be filed in lieu of the SEC Schedule 13D form as long as the filer meets one of several exemptions.1?
Both Schedule 13D and Schedule 13G forms are referred to as "beneficial ownership reports." According to the SEC, a beneficial owner is anyone directly or indirectly shares voting power or investment power. These forms are intended to provide information about individuals who have significant holdings in publicly-traded companies and thus, allow for other investors and other interested parties to make informed decisions about their own investments. The ownership of over 5% of a publicly-traded stock is considered significant ownership and reporting this to the public is a requirement.2?
Key Takeaways
Securities and Exchange Commission (SEC) Schedule 13G form is used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.3?
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
Schedule 13G can be filed in lieu of the SEC Schedule 13D form as long as the filer meets one of several exemptions.
Investors and any other interested parties can view the Schedule 13G forms of any publicly-traded company through the SEC's EDGAR system.
Understanding Schedule 13G
There are several exemptions that permit a filer to file form Schedule 13G instead of Schedule 13D. Institutional investors can file a Schedule 13G if they acquired securities while doing normal business and they have no intention of influencing control of the issuer. Individuals who are not institutional investors can file a Schedule 13G if they have not acquired the security with the intent of influencing control over the issuer and are not directly or indirectly the beneficial owner of 20% or more of the security. Under Section 13(d)(6)(A) or (B) of the Securities Exchange Act of 1934, there are additional exemptions for investors. An investor may also be exempt if their beneficial ownership was acquired before December 22, 1970.4?
Schedule 13G
There are several filing deadlines for Schedule 13G. For institutional investors, they are required to file within 45 days of the end of the year in which they finish above 5%, or within 10 days of first finishing a month above 10% if the initial filing has not yet been completed. Passive investors are required to file within 10 days of acquiring 5% or more of a security.5? Finally, exempt investors (as defined by Section 13(d)(6)(A) or (B) of the Securities Exchange Act of 1934) must file within 45 days of the end of the year in which they become obligated to file.4?
Any changes to the information contained in a Schedule 13G form must be amended through additional reporting. Institutional investors are required to file an amendment to report any changes within 45 days of the end of the year or within 10 days of first finishing a month above 10% and then within 10 days of any month-end where the holder's ownership increases or decreases by 5% or more. Passive investors have similar requirements for reporting amendments.6?
The SEC can impose fines on individuals and/or companies for improperly filing Schedule 13G forms or failing to file them. Individuals can be cited if they fail to promptly report information about their holdings and transactions, and companies can be fined if they do not report that their employees have not properly filed any required forms. Even if it is inadvertent, the failure to timely file a required beneficial ownership report is a violation of the requirements set out under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934.
It is very important that fund managers and other investors are aware of their internal control policies and procedures. In order to settle improper filing claims with the SEC, individual investors have been forced to pay upwards of $150,000 in financial penalties.7? The SEC makes an effort to police these sorts of violations because these forms are intended to protect the public, keeping them aware of the trading activity of insiders and ultimately, preventing insider trading and other acts of stock manipulation.
very true - i did not even see a charging station until about 2 years ago. The average person may not yet be able to afford a personal charging station either.
Tell me guys what i'm missing-most electricity is produced by fossil fuels
About 61% of this [usa] electricity generation was from fossil fuels—coal, natural gas, petroleum, and other gases.
...
What is U.S. electricity generation by energy source?
Energy source Billion kWh Share of total
Total - all sources 4,116
Fossil fuels (total) 2,504 60.8%
Natural gas 1,575 38.3%
Coal 899 21.8%
20 more rows
most of the companies are searching for lithium have been unsuccessful-on the usa stock boards these are often companies in argentina and chile- sometimes in the atacama desert where no one can live, which makes the sahara look like a rainforest https://en.wikipedia.org/wiki/Atacama_Desert#Aridity
and all the the fuels used to produce electricity have their own problems
1)coal- coal is increasingly unpopular for various reasons in the usa china and elsewhere, though new proposed processes would help with carbon dumping
2)natural gas-most of which in the usa is a byproduct of oil production
3) rivers- where the green team and political waves favor the removal of dams- due to damage to territory and fish [the original nations who want their land and salmon etc back]
4) solar and wind and ocean turbines are mostly future in most nations as far as significant energy production- solar has its environmental drawbacks as do wind [usually placed on windy ridges which are bird pathways- killing millions of birds]
there are no free lunches
so far most non fossil fuel car sales are hybrid-can you safely enter freeway traffic etc with a non hybrid yet?
also the green power center in Israel is in trouble in the knesset- they only had a one vote majority at most in the 120 member knesset-and lately have had one or two defections leaving them either tied or recently with a one vote deficit in the knesset which is leading to a new election with the return of the pre- green majority favorable to oil- this has been predicted and expected for a long time by those in the know
https://www.jewishpress.com/news/elections-news/new-israeli-election-poll-shows-shocking-results/2022/04/07/
the same has been predicted for the usa for just as long-with some predicting that this year-
some things are allowed to happen to open peoples eyes etc before intervention and the righting of the ship- the type of people who invest in znog according to Zions stated purpose should know this from past and current history and not get easily rattled or tossed back and forth by waves (short term events) or by every wind (rumors fueled by the anti-right etc)
i don t know off hand but stock changes in no of shares -including via dspp are on page 3 of 3-31-22 10q which states over 11m raised via dspp from jan 1 to 3-31-22 and ca 2.5 m raised frm 3-31-22 to may 6,2022 via dspp
on p 24 0f 10q
For the three months ended March 31, 2022, and 2021, approximately $11,427,000, and $2,849,000 were raised under the DSPP program, respectively.
The company raised approximately $2,585,000 from the period April 1, 2022 through May 6, 2022, under the DSPP program.
the float quoted to you of 61m as of -- is incorrect no doubt though stated on https://www.otcmarkets.com/stock/ZNOG/security-
thanks for that link-after reading the last 90 posts or so to catch up i used that link on the zion website to watch the video, which i just finished watching
Re:masks-various versions/mutations of covid are still a widespread problem and in the business community some companies still mandate employees to wear them-more commonly senior managers tend to wear them more often-in a perfect world the speaker would remove the mask-maybe he was uncertain whether he had been exposed -who knows.
also there are some protocols to protect. E.g., an entire senior management group like a b/d from all being exposed at the same time so the b/d is split into 2 separated groups
Chairman of the board John Brown-when he was introduced, quoted from
a portion of the word very well known to the ekklesia- Habbakuk 2:2-3(and see the proper response noted in verse 4c).
Said word confronts 2 opposing views of time which are always at tension-especially in the modern microwave world.
v2 says write down the revelation and make it plain [so everybody can understand with the help of the 3rd person of the --head] and so a herald can run with it[the revelation].
John Brown has always repeated the revelation and today was no different. He indicated the revelation remains and has not been changed. But many have had such high expectations that this well has fulfilled the revelation -and that testing would be done by the time of the stock holder meeting, Mr Brown relays that cannot be confirmed yet- and He said 'not yet' .
this is also true from a geological and/or legal perspective - as one speaker said,results have to be determined by a 3rd party and audited AFTER completion of testing. As to the meaning of 'not yet', that is the question.
it is also true from a legal perspective. Until all prescribed geological and legal protocols have been satisfied ZN cannot announce a commercial field without the threat of lawsuits-since ZN is known to be under the microscope- for every reason possible- being at odds with the spirit of this current generation.
When in Feb 2018 ZN announced oil in the drilling mud many took that as the definitive pronouncement and pps doubled in ca a day- And the fallout was a complaint to the sec and an informal civilian sec investigation followed by shareholder lawsuits-the latter were all dismissed in what was a de facto summary judgment in each case in favor of ZN.(a 500k retainer of which ca 150k was returned to ZN because of the summary judgments in ZN's favor).
The tension on time that Chairman Brown quoted and referred to is open ended- meaning that could simply mean 'not today or tomorrow' as Chairman Brown elocuted-the testing will continue until 3rd quarter (barring any further unseen delays)..
Its a tension that has existed throughout history and purposely so - otherwise the whole purpose -as noted by a careful reading of verse 3 - which is to test and grow our faith so only those who pass that test are allowed to reap.
Somebody mentioned the last verse or so of the whole word re the meaning of 'soon' and that 2000 years has passed. A better version of that verse which fits in with the message of the entire word is there is an appointed time- a kairos time- a moed - a set appointed time.
Wait for that set appointed time and WHEN that time comes it will come QUICKLY-that which you have waited for will come quickly-in fact so quickly it will take most people by surprise and thus they will not be prepared for it. So only those who have waited and watched and passed the those tests will reap. Thats a synopsis of the whole word and its purposes to build character out of testing and trials. We have watched that process unfold on these boards until only the equivalent of Gideons 300 men are left.
Nobody said anything like this well is not going to be a producer,let alone this is our last hurrah.
This not west texas, where companies are not under a microscope like ZN is,and so ZN is following the safe path -a conservative path this time as they keep emphasizing.
They spent sometime explaning a series of unexpected delays -even pioneering a method in israel with the drillbit casing method.
just as a previous ceo did re the first hole on this drill pad.
these are some of the reasons why they have to be more careful than texas companies in what they announce and when.
Israel is well aware of Antiochus-and how after the roman general La.... told Antiochus to take his hands off Egypt-that Egypt belonged to the Romans -Antiochus was so angry in his return to Syria that he effectively defiled the temple etc.
Putin is so upset he doesnt need special provocation re oil in Israel when sanctions have greatly hurt Russia-including the staple of their foreign currency- oil and gas
as at least one poster mentioned as another possible reason for ZN's recent relative reticence- Israel is walking a fine line w Russia due to Israel Russia protocols in wartime syria
I can be the 9th or 10th person to congratulate you on your listing of relevant terms in PR's
I remember at the time that the zone between 16,415 ft and 16,500 ft where they encountered oil was a highly nonpermeable layer. Acidification to loosen oil in such layers is common in the middle east, as per my research at the time.
And ZNOG used acidification in the nonpermeable zone to try to shake the oil loose. The research indicated a byproduct of the acidification is water-when the acid hits the rocks water is produced, according to what i read at the time. Sounded like they used a significant amount of acid and thus a lot of formation fluids (they mentioned).
But either the rock was too nonpermeable or their wasnt enough oil in that nonpermeable layer. And perhaps they didnt want to go further with acidification or Isarel may have had limitations on acidification just as Israel doesnt allow fracking-at least at that time. I remember the continual trouble with the packers which only lasted 5 days - 15000 plus ft down and 15000 plus ft up, which slowed them and they had to go outside Israel to acquire the packers.
just saw jryans post - i can remove but as per ryans post will leave til ryan has an updated post to replace it.. - to replace i have to add a post within 24-48 hours of its posting so it would be good if i was advised of the timing of such as i dont look at the board for weeks sometimes-am busy next 24 hours
which sticky? - the only person who can remove a sticky is the mod who posted it and the admin
sounds logical except such event has been delayed -might have been possiblity feb 22nd but set back now and arab nations more at peace w israel now
Russias reputed number 2 military in the world turns out to be number 2 in name only and some say will be # 25-30 by the time the ukraine war ends in partial fulfillment of kim clements prophecy that its planes will be seen siting on the ground due to lack of spare parts- spare inventory lacking parts already plus sanction induced depletions.
https://www.otcmarkets.com/stock/ZNOG/news/Zion-Oil--Gas-Operational-Update-for-License-428-in-Israel?id=356628
going back to the May 11 PR
it could be but cant be subsumed under updates in May 6 10Q- which is due May 15- ZN issues updates ca 1 week before due - so to wait for the PR subject matter could violate that
PLUS 10Q AND 10K UPDATES are suppose to be limited to FINANCIAL MATTERS which would impact the financial statements filed as part of the 10Q/K- so it would violate that accounting principle to include as 10Q update
3D is 72 square km proceeding east to jordan river/jordan so cant go further east in Israel
proceeds south to samarian portion of west bank -what are the complications of doing that - i havent noticed any such licenses in the west bank
so to extend have to go N and W
72sq km is only a fraction of the current exploration license- the most se portion of the 99000 acre exploration license
if they have a commercial field the production lease of 30 yrs extendable for 50 years would likely include this extreme se corner of the exploration license.
And since production lease is limited to 250sq km
a filing for a new exploration license could allow them to explore outside of the production lease
a new exploration license will be coterminous geographically w the current exploration license
making me think ppl
all the exploration licenses are for the same license area -probably using the same well pad -due to the abilities provided by directional drilling - though if they got a production lease(due to a proved field) kyoil just explained a production lease is limited to 250 square km
the timing is interesting-which is possible by the stockholder meeting-such meetings have been anywhere from june 6 to june 27
maybe they intended to know whether commercial by the meeting and just have experienced enough delays so far that that is a race/tossup- or -anyway they could have set the meeting for later if they wanted to know for sure
mcdonalds post said in effect they need an exploration license for mj3 - but if they receive a production lease i wouldnt think they would need an exploration license for every new well subsumed under the production lease
i had the same thoughts-and assumed it must be an oil thing- of which this is my only experience -and you assumed it must be a legal thing - so thats funny
whatever it is they are covering all the bases-which is a legal thing as well as an insurance thing
for the quarter ending Mar 31
Total current assets 14,073 Mar 31 this yr 8,641 Dec 31 last yr
Unproved oil and gas properties, full cost method (see Note 4) 48,099 46,950
so despite cash outlays CA - current assets-increased significantly due to high share issuance at low pps
meanwhile, current liabilities dropped from 5,338 at dec 31,2021 to 2,344 as of Mar 31
so current ratio- CA/CL- an important measure of current financial health improved significantly to 14073/2344 = 6:1 Current ratio
CA- includes things which can be converted to cash within 1 yr
The company raised approximately $2,585,000 from the period April 1, 2022 through May 6, 2022, under the DSPP program. p.24,compared to increase in capitalized expenditures of about 1.15M(my brief math)
During the three months ended March 31, 2022, the Company incurred a net loss of approximately $2.2 million and had an accumulated deficit of approximately $225.7 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern
Operating costs and expenses. Operating costs and expenses for the three months ended March 31, 2022 were $2,146,000
At March 31, 2022, we had approximately $8,221,000 in cash and cash equivalents compared to $4,683,000 at December 31, 2021, which does not include any restricted funds. Our working capital (current assets minus current liabilities) was $11,729,000 at March 31, 2022 and $3,303,000 at December 31, 2021.
The Company’s shareholders approved the amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par value $0.01, that the Company is authorized to issue from 400,000,000 shares to 800,000,000 shares, effective June 9, 2021.
So to my memory they are in the best financial position they have been during the time i've followed them
14M current assets compared to only 2.34M current liabilities - a 6:1 current ratio, which is superlative - due to and at the cost of dilution due to the low pps
ZNOG'S quarterly report was finished May 6 and unveiled/published today May 9
pretty straightforward
financial position-assets current ratio, working capital are all firly signififantly improved yoy- at ther cost of sognificant dilution-low pps this last year
As of May 6, 2022, Zion Oil & Gas, Inc. had outstanding 469,022,602 shares of common stock, par value $0.01 per share.
Note 3 - Stockholders’ Equity
The Company’s shareholders approved the amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par value $0.01, that the Company is authorized to issue from 400,000,000 shares to 800,000,000 shares, effective June 9, 2021.
For the three months ended March 31, 2022, and 2021, approximately $11,427,000, and $2,849,000 were raised under the DSPP program, respectively.
The company raised approximately $2,585,000 from the period April 1, 2022 through May 6, 2022, under the DSPP program. p.24
The MJ-02 drilling plan was approved by the Ministry of Energy on July 29, 2020. On January 6, 2021, Zion officially spudded its MJ-02 exploratory well. On November 23, 2021, Zion announced via a press release that it completed drilling the MJ-02 well to a total depth of 5,531 meters (~18,141 feet) with a 6-inch open hole at that depth.
A full set of detailed and comprehensive tests including neutron-density, sonic, gamma, and resistivity logs were acquired in December 2021, as a result of which we identified an encouraging zone of interest. All of the well testing equipment and personnel are secured for the MJ-02 well. We have re-entered our MJ-02 wellbore and are progressing to production testing. This work is expected to take several weeks. p.35
At March 31, 2022, we had approximately $8,221,000 in cash and cash equivalents compared to $4,683,000 at December 31, 2021, which does not include any restricted funds. Our working capital (current assets minus current liabilities) was $11,729,000 at March 31, 2022 and $3,303,000 at December 31, 2021.
As of March 31, 2022, we provided bank guarantees to various governmental bodies (approximately $1,186,000) and others (approximately $82,000) in respect of our drilling operation in the aggregate amount of approximately $1,268,000. The (cash) funds backing these guarantees are held in restricted interest-bearing accounts in Israel and are reported on the Company’s balance sheets as fixed short-term bank deposits restricted.
During the three months ended March 31, 2022, and 2021, cash used in operating activities totaled $2,091,000, and $2,141,000, respectively. Cash provided by financing activities during the three months ended March 31, 2022, and 2021, was $9,428,000, and $2,850,000, respectively, and is primarily attributable to proceeds received from the Dividend Reinvestment and Stock Purchase Plan (the “DSPP” or “Plan”). Net cash used in investing activities such as unproved oil and gas properties, equipment and spare parts was $3,799,000 and $7,124,000 for the three months ended March 31, 2022, and 2021, respectively. p43
LEGAL PROCEEDINGS
Securities and Exchange Commission (“SEC”) Investigation
As previously disclosed by the Company, on June 21, 2018, the Fort Worth Regional Office of the SEC informed Zion that it was conducting a formal, non-public investigation and asked that we provide certain information and documents in connection with its investigation. Since that date, we have fully cooperated with the SEC on an on-going basis in connection with its investigation. Investigations of this nature are inherently uncertain and their results cannot be predicted with certainty. Regardless of the outcome, an SEC investigation could have an adverse impact on us because of legal costs, diversion of management resources, and other factors. The investigation could also result in reputational harm to Zion and may have a material adverse effect on Zion’s current and future business and exploratory activities and its ability to raise capital to continue our oil and gas exploratory activities.
Litigation p46
From time to time, the Company may be subject to routine litigation, claims or disputes in the ordinary course of business. The Company defends itself vigorously in all such matters. However, we cannot predict the outcome or effect of any of the potential litigation, claims or disputes.
The Company is not subject to any litigation at the present time.
https://www.otcmarkets.com/filing/html?id=158..._HTM_a_001
this is my only involvement w the oil industry so i dont know how common this practice is
the 10q's and 10k's always reveal extensions of current licensing agreements and at least sometimes indicate how much time is left on the license -last 10k or so indicating Aug 1 2022 to be the end of this license with no renewal-absent an agreement of minds on legal principals of force majure etc - none of which ZNOG has mentioned as an avenue to extend a license
and i guess they dont need such legal principles if they can bypass legal principles via an administrative process(where they could use the same arguments)
below is an example of extending license over the same area as before via a new license over that same geographical 99000 acre area
https://www.otcmarkets.com/stock/ZNOG/news/Zi...?id=282389
Now they are asking for another new license over the same area via an administrative process
https://www.otcmarkets.com/stock/ZNOG/news/Zi...?id=356628
not being an oil person nor that familiar with rapidly moving target evolving Israel oil laws nor their oil administrative process, the ability to simply extend licenses beyond the last possible extension via a new license over the same area is an interesting twist to me
but removes a lot of uncertainty going forward and gives ZN more time to prove a commercial field
if a commercial field is proved the license is converted to a production lease of varying term limits in individual nations,e.g 30 years renewable for 50 years
so does that mean ZN expects more time to prove a commercial discovery due to possible delays since their schedule of production testing has been forecast to be the next several weeks- i dont know -just thinking as i write
delays are the norm for every company i've seen -just as in our own lives-maybe they are cognizant of that-though in the last? john brown missive he expected the commercial discovery this year
an oilman on this board would have to explain why apply for a 3 yr exploration extension instead of a production license if they assume a commercial field is shown by aug1-but it makes sense to cover all the bases until they do prove a commercial field
from everything i've seen in dealing with mineral licenses-and i dont see why oil licenses wouldnt be the same- when they are converted from an exploration to a production license - the license area should be coterminous with-cover the same territory- licenses are granted with written requirements from
the govt levied upon the grantee (license holder) who extends considerable money on the license which benefits the state
besides, sometimes much of the IP info produced by the licensee which benefits the state is held confidential -and it would take time and money for a new licensee to catch up -which would not benefit the state
in fact what is most likely occurring in the administrative front -which is more informal and private than a public courtroom front- is the same principles of reliance, investment based on promises made, and force majuere- but in asking for a 3 yr extension they are relying on implied and actual contracts more than force majuere
sorry -suppose to read "comes is not unusual"
i always enjoyed that line from Kim Clement
- i dont see any deception- see kyoils post re that
frustration whose thesis depends on success but disappears when sucess comes is not usual and requires no faith
almost all exploration in terrestrial israel could be called a wildcat situation. there is no guarantee on any stock, especially a wildcat oil exploration.
many invest in penny stocks-which zn technically is now[though otcmarkets.com denotes zn with a penny stock exception] bc of the risk reward equation.
in blue chips we cannot compete w big investors, almost all of whom operate through inside information -hired hackers /investigators or simply bribery like the chinese do etc - such even buy land where the transatlantic cables come ashore, place their supercomputers there and trade via HFT before anybody else in the amercias even receive the info
but i will also note the whole world operates as if they deserve what they get-
that includes the most immoral sports heros who earn over 20 million per year for doing the only thing many of them are good at, whereas many with several doctors degrees who have merit but donate their services even as pioneers to serve mankind may receive peanuts
lawyers get paid even if they never achieve anything on behalf of their clients - the same for doctors etc
and what about kids who graduate high school who cant write anything except their name
-on and on it goes
Brown et al has also received a lot of abuse and its possible he wont reap in this lifetime - but he hasnt given up- he has given his life in the quest-if they have a commercial well many may hail him as a hero- if they go bust he may be hailed as the son of hitler - the result doesnt reflect the effort -the applause or opprobrium is entirely dependant on what he does for others finances-what does that say about those who depend merely on what he does for OUR finances - at the very least that we are in this solely for the monetary reward- the worst outcome is for those who in frustration switch eternal allegiance, as i've seen on many stock boards.
in law school when they asked ppl what their reasons for presumably becoming a lawyer were some said 'i want to earn as much as a plumber or electrician'
in the last few decades it seems all the world has embraced a philosophy of unbelievable unbridled greed which never fails to surprise me
i think the last time i looked at it they had c 7 times more options this year than last year
thier website states officers and or board are not allowed to buy or sell ZNOG stock as of 2017- so if they want shares it will have to be through options
in other words, they will have to wait to reap -which will eventually occur through the exercising of options rather than buying or selling on the open market-open market Board/officer transactions are closely scrutinized -especially when a company is already being closely watched
and ZN's 2017 policy may partly be due to blowback because the texas railroad commissioner and past judge who was their Ceo prior to mr guinn(sp?)-[who introduced current CEO Dunn] sold most of his holdings when he resigned-and that selling led to confusion
options are very standard as part of a boards/officers salary in lieu of cash -instead of cash- especially in a company that doesnt have revenue yet
even though, like most companies, they dont have a committee to address stockholder concerns, some board/officer members must be aware the dspp program diverts significant open market buying and thus weakens the market pps
thus to partially address that ZNOG may have increased the percentage of salary(officers) and board(compensation) allocated to options in order to further conserve cash to ZNOG to partially ameliorate the effect of dspp buying on the pps
though i dont remember specifically reading that in the 50 plus page proxy materials that is logically inferred from the following which your post noted:
In 2022 and in the future, the Compensation Committee believes it is appropriate to place a heavier emphasis on long-term equity incentives in our executive officer compensation, as opposed to cash compensation. The Compensation Committee’s intent is to more closely align our stockholders’ interest to create long-term value with that of our executive officers through equity incentives, and to preserve cash for our exploration programs.”
i agree
this was my take on it before kyoils recent posts which i've read only briefly and will have to reread
board members are also receiving options in last few days - such is usually done during a time when they dont have significant material info unknown to stockholders- a normal part of officers and directors compensation to conserve cash -they have a 2017 policy on their website which has prohibited officers and directors from trading zn stock since that time
imo they dont know for sure whether they have a commercial discovery bc they have not done the perforation and reservoir sizing tests yet as per their pr's etc -which i think kyoils posts have confirmed lately-that they havent done the necessary tests to confirm a discovery yet- not officially yet- but their actions all along seem to indicate they've liked the 3d results etc ,which they have kept quiet from the public as proprietary IP
but they have stated "encouraging shows" in multiple messages in the target areas - i'm not an oil man but perhaps that refers to oil in the drilling mud- they noted that in a feb 2018 PR which caused nothing but trouble and ultimately led to the june 2018 sec formal non-public inquiry but they arent going to be more exact til they know more bc of that past experience - i have never spoken etc w them but just using logic as usual
zn was founded by xtians who believe in hearing from somebody special, as lishious said, to bless israel as per gen12:3 as noted on ZNOG'S website
Johns message below says he expects to receive that blessing this yr i.e. have a commercial well this year
some of this of course is by faith but there must be enough evidence from 3d and drilling etc that he can say that as a reasonable belief bc he knows that all liars will have their place in the lake of fire (rev 21:8; 22:15 from memory)
He is also confirming the word that many are called but few are chosen- few actually follow thru - but the few who follow through are eventually rewarded -since Mr Brown is 82, this current time frame-which he addresses as 'this year' is 'eventually'
i know this has been posted here but i repost so ppl dont have to dig back to the original posting
April 20, 2022
To: Zion Family and Friends
Subject: “Launch out into the Deep, and let down your nets for a draught” (Luke 5:4-11)
Unfortunately, some people have very limited spiritual vision. “And God usually does not call people who are qualified, but He always calls people who are willing, and have the faith, then He qualifies them. (1 Cor. 2:5)
Most of the time we have only learned from our own personal experience, interests, talents, and abilities that we have. But, when Jesus calls us to follow Him, He always leads us and pushes us beyond our resources.
This is what happened to me when He sent me to Israel the first time in May 1983. He then put me in a place where I had to depend entirely on Him (Isa. 28:26) “By Faith.” So, remember if the Sovereign Lord calls you and places you, then He will require you to obey and depend entirely on Him - By Faith! (James 1:3)
Personally, I now have followed His instruction (in the Word only (Psalm 119:105) for over 40 years and I believe that we will see His promises to Jacob and Moses this year! And I believe God told me to send the book, “The Great Treasure Hunt” by Jim Spillman, to whoever wants it? Now or right after the oil is discovered. We are depending completely on His instructions and power. And those who depend too heavily on their own desires may miss The Blessing that comes only “By Faith.”
MJ#02 Well
“And he removed from thence, and digged another well; and for that they strove not: and he called the name of it Rehoboth; and he said, For now the LORD hath made room for us, and we shall be fruitful in the land.” (Genesis 26:22) KJV (Numbers 21:17)
“And now I have told you before it comes to pass, that, when it is come to pass, ye might believe.” (John 14:29) KJV (Acts 27:25)
Shalom,
John Brown
(Amos 3:7)
Click the above to view entire 5 page document.
FORWARD-LOOKING STATEMENTS: Statements in this communication that are not historical fact, including, but not limited to, statements regarding Zion’s operations and the results therefrom; Zion's ability to discover and produce oil in commercial quantities; Zion’s ability to continue as a going concern; operational risks in ongoing exploration efforts; the timing and completion of the processing, interpretation of the results and plans contingent thereon of the 3-D seismic survey; regulatory approvals needed for the rig’s operation; the effect, if any, of the coronavirus pandemic on the timing of the operation of the well, and liquidity for shareholders on OTCQX are forward-looking statements as defined in the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that are subject to significant known and unknown risks, uncertainties, and other unpredictable factors, many of which are described in Zion’s periodic reports filed with the SEC and are beyond Zion’s control. These risks could cause Zion’s actual performance to differ materially from the results predicted by these forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in Zion’s Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in Zion’s filings with the SEC. Zion can give no assurance that the expectations reflected in these statements will prove to be correct and assumes no responsibility to update these statements.
Copyright © 2022 Zion Oil & Gas, Inc., All rights reserved.
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Zion Oil & Gas, Inc.
12655 North Central Expressway
Suite 1000
Dallas, TX 75243
according to this ZNOG policy, directors and officers are restricted from buying or selling. And i've found no sec etc evidence of them selling. Sec disclosure can be found here.
https://www.otcmarkets.com/stock/ZNOG/disclosure
https://www.zionoil.com/faqs/
Stockholder meetings in this world are rubber stamp measures designed to blunt any and all opposition- bc this world is obsessed with power and control.
But theres also a practical reason. Suppliers and vendors etc have to be able to rely on their contracts with the company. Nobody is going to contract with a company if those contracts can be upended/violated every year as per stock holder wishes that year. There has to be a solid long term plan. There are legitimate stockholder concerns which can be submitted to the company via IR etc.(which i realize have been done). There are few restrictions on a stockholders ability to inform a company but companies are not allowed to inform us of material unpublished info. Since ZN has experienced the ever watchful eye of regulatory, ZN is especially cognizant of this and thus especially careful the last 4 years.
I've already spoken of the limitations of IR- which is between a rock and a hard place. It is normal for both sides to be frustrated in that equation- i've never seen it otherwise- its one of the few guarantees.
One of the few certainties of the crazy market is longs always want more info. Its almost never enough. This will always create a tension- that is a given. Again, I dont follow ZN's facebook page-
And hopefully by the stockholders meeting they will be able to give us at least basic information-whether the well is commercially dry or commercially wet. Count the days on the calendar if you have to. For those of us who have held for many years that is comparitively a very short period of time.
Usually somebody who mentions a r/s is considered a traitor but i think some longs and some in the company logically favor a r/s bc the of the dilution which comes from this ridiculously low pps- harming longtimers who paid two to ten plus dollars per share.
Many companies are ignorant re longs concerns and I dont remember ever talking to a stockbroker who even understands the penny market even though its part of his job.
One of the reasons why ZN is relying so heavily/depending on dspp program to raise money is that due to regulatory impediments/ eyes they've had to be careful about what they tell the public. This probably severely impacts/reduces or annihilates the usual historical meetings where the usa public were informed of their projects in Israel plus John Brown is no longer able to run a marathon every week.
Imagine spending your whole life on projects designed to benefit others instead of playing the usual sleight of hand associated with secular business.
If ZN leaders have flipped allegiance then communicate with the proper authority -who is interested in justice (unlike the world) and follow that authorities instructions bc popularity is very fleeting and demands constant compromise until there is nothing left to save.
This is NOT a guarantee of a commercial field. There are many historical stories of leaders sacrificially giving their lives as pioneers to bless, who did not reap now in this time during their lifetimes but received the reward for their sacrifice where it matters and those who followed them reaped what they did not sow.
I say this bc ppl are almost always looking for guarantees and will sue whosever to get satisfaction.
In listening to ZN podcasts -which i've not done for some time and other knowledge re ZN I've NOT felt the nongood/deception.
https://www.sec.gov/Archives/edgar/data/1131312/000121390021021731/def14a0421_zionoilgas.htm
I dont know whats going on facebook. There are alternatives to facebook.
which also implies the new directors- having more information than us as part of the preparation for their fiduciary duties - believe the well will be commercial -
or at least believe this wont be the last well-otherwise why would they be joining the board at this stage???
they are aware of the post june 2018 stockholder derivative suits (thats basic) and would not run for the board if stockholders sue the board if expectations for this well are not met - so they must believe this well will have SOME commercial success-unlike the first well on this well pad-unless they are masochists or total idiots-
again they would have access to the 3D IP and as kyoil has noted this well has proceeded or will proceed several steps beyond well no 1 for logical reasons based on info the company has
the new directors most likely have seen the IP 3d results and the interpretations of those results and have nondisclosure agreements
since they are not employees they have more independence
anyway, even small corporations can have up to 15 directors-
12-15 directors is probably the median for large corporations-
having more rather than less reduces the chance of a small coterie following a careless or dangerous or selfish approach
I agree -the more directors the better-i believe options are a good portion of thier salary to conserve cash to the corporation -which is almost a universal pattern
the more independent directors the better -independent means they are not employees - this also means they are not officers
many penny companies dont have independent directors -which is one of the reasons the exchange ZN is on- otcmarket.com -notes whether otc companies have independent directors at the near top/right of the otcmarkets opening page for each stock https://www.otcmarkets.com/stock/ZNOG/profile
since they are employees they have more independence and can alert companies and explain to companies things outside the realm of the oil patch-e.g. Virginia is head of a legal organization-I'm sure she has been very useful to ZN in the last few years since her election to the board
as an analogy kyoil and a few others on this board are oilmen- but there are a lot more angles to the oil business than what happens on the ground(not indicating kyoil etc dont know some of those angles to a better or lesser degree) so the rest of the board is able to answer most of those questions
PROPOSAL NO. 1
ELECTION OF DIRECTORS
On December 31, 2021, our Board consisted of 14 directors. Our Amended and Restated Certificate of Incorporation classifies the Board into three classes, each having a staggered term expiring at successive annual meetings. Four Class II directors are to be elected at the Annual Meeting to serve a three-year term expiring at the 2025 Annual Meeting of Stockholder (and until their successors shall be elected and shall qualify). The term of our Class I directors, Kent Siegel, Sarah Caygill, Amotz Agnon and John Brown shall expire at the 2024 Annual Meeting of Stockholders. The term of our Class III directors, Paul Oroian, Virginia Prodan, Robert Dunn, William Avery and Jeffrey Moskowitz, shall expire at the 2023 Annual Meeting of Stockholders.
The Board has nominated the persons named in the table below for election as Class II directors. The Nominating and Corporate Governance Committee, along with the entire Board, desire to increase the independence of the Board as elections arise each year in the selection process for re-election of independent and non-independent Board members[underlining added].
Unless otherwise specified in the accompanying proxy, the shares voted pursuant to it will be voted for the persons named below as nominees for election as Class II directors. If, for any reason, at the time of the election, any of the nominees should be unable or unwilling to accept election, such proxy will be voted for the election, in such nominee’s place, of a substitute nominee recommended by the Board to the extent that such substitute nominee exists. However, the Board has no reason to believe that any nominee will be unable or unwilling to serve as a director.
The four nominees receiving the highest number of affirmative votes of shares present or represented by proxy and entitled to vote for them shall be elected as directors.
Name of Nominee
Principal Occupation
Age
Year Became a Director
Gene Scammahorn
Director
74
2012
Brad Dacus
Director
58
2019
Martin van Brauman
Director
74
2014
John Seery
Director
76
2018
The following describes at least the last five years of business experience of the directors standing for re-election and election. The descriptions include any other directorships at public companies held during the past five years by these directors. No family relationship exists between any director and executive officer of the Company.
Gene Scammahorn, age 74, was appointed a director in October 2012. Until recently, Mr. Scammahorn was an Internal Audit Director at Xerox Business Services, LLC, a position that he held since 2001. In this position, he was primarily responsible for consulting and advising operating management in preparations for over 100 external SSAE (formerly SAS 70) audits of domestic and global business process outsourcing contracts. Mr. Scammahorn has over 30 years of business experience, including two “Big Four” public accounting firms, major oil and gas companies and banking and consulting. He has participated in audit committee presentations and meetings for major clients, the Federal Reserve Bank of Dallas and Xerox Business Services, LLC. He received a BS in Accounting in 1973 from the University of Tulsa and is a Certified Public Accountant. The Board believes that Mr. Scammahorn’s extensive experience as a certified public accountant was instrumental in his appointment to the Board and Audit Committee of our Board and provides our Board with a critical accounting perspective.
John Seery, age 76, was appointed to the Board on September 1, 2018 and to serve as a member on the Compensation Committee. Mr. Seery has over forty years’ of experience in the project management and design of oil and gas facilities. Projects have included refining, gas processing, compressor stations, terminals, and production and construction facilities. His scope has ranged from feasibility and conceptual design and studies, including cost estimating, detail design, procurement, startup and project and construction management. Mr. Seery was employed by Mustang Engineering as a Project Engineer from 1998 until his current retirement for projects in Kansas, Texas, Scotland, Lithuania and Equatorial Guinea for clients such as ExxonMobil. He was employed by Basic Systems, Inc., as a Project Manager for projects in the Ukraine and Uzbekistan from 1993 to 1998. He was employed as a Project Manager by Armelline Engineering from 1990 to 1992 for projects in Oklahoma and California for clients such as Arco Oil & Gas and Mobil. He was employed by Nova Engineering from 1984 to 1990, Aztec Construction from 1981 to 1983, Edeco from 1973 to 1981 and Sun Oil Refinery from 1969 to 1973. Mr. Seery earned a B.S. in Mechanical Engineering at New Mexico State University and is a licensed Project Engineer. He also completed Management
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Courses at Findlay College. The Board believes that Mr. Seery’s extensive experience in project management in the oil and gas industry and the design of petroleum facilities was instrumental in his appointment to the Board and provides the Board with important perspectives in these areas.
Martin M. van Brauman, age 74, was appointed to the Board effective April 1, 2014 and since January 1, 2012 has been the Corporate Secretary and Treasurer and since June 1, 2013 has been a Senior Vice President and since September 15, 2020 an Executive Vice President. From July 1, 2007 to January 31, 2009, he served as the Chief Financial Officer, Corporate Secretary, Senior Vice President and Board director. Between February 1, 2009 and July 1, 2009, he served as the Chief Legal Officer. He is Board Certified in Tax Law by the Texas Board of Legal Specialization and has been in private legal practice in Dallas specializing in international and corporate tax and business corporate law. Previously, he spent 12 years as a Senior Attorney (International Specialist and Petroleum Industry Specialist) with the Office of Chief Counsel, IRS, followed by three years as a tax consultant with Deloitte & Touche and Grant Thornton. He has published on subjects related to taxation of international oil and gas ventures. Mr. van Brauman holds a B.E. degree from Vanderbilt University, a Doctor of Jurisprudence degree from St. Mary’s University and an M.B.A. (Beta Gamma Sigma) and LL.M. (Tax Law) from Southern Methodist University.
He has been an Adjunct Professor at Southern Methodist University, School of Law, L.L.M. Tax Program and at the University of Texas at Dallas, Masters of Accounting Program. He is president and co-founder of Jews and Christians United for Israel, Inc., a 501(c)(3) nonprofit. He is the managing director of The Abraham Foundation, a Swiss International foundation, and the Bnei Joseph Foundation, an Israeli nonprofit amuta. He is on the Advisory Board of the Jewish and Israel Studies Program, University of North Texas. He is a Capitol Club member of the American Israel Public Affairs Committee (“AIPAC”). He is a Texas Board member of the Bnai Zion Foundation. Publication: Jews and Christians, Fellow Travelers to the End of Days, (2nd ed. 2020). The Board believes that Mr. van Brauman’s extensive experience in corporate law, corporate governance laws, and federal, state and international tax laws was instrumental in his appointment to the Board and provides the Board with important perspectives in these areas.
Mr. Brad Dacus, age 58, was appointed to the Board effective December 1, 2019. Mr. Dacus is the president and founder of the Pacific Justice Institute (“PJI”). Mr. Dacus founded the Pacific Justice Institute in 1997 and has served as President of this nonprofit organization for more than 22 years. PJI has five offices in California as well as satellite offices in Oregon, Washington state, Nevada, and Colorado. PJI has a network with hundreds of volunteer affiliate attorneys and handles more religious liberty and parental rights cases on the West Coast than any other organization of its kind. Mr. Dacus is licensed to practice law in both Texas and California. Mr. Dacus can be heard weekly on The Dacus Report on more than 170 radio stations across the country. He has testified before the United States House of Representatives in Washington, D.C. and has testified numerous times before the California State Legislature on legislation affecting religious freedom and parental rights. He was presented an honorary Doctorate of Religious Freedom and Family Rights degree from California Baptist University in recognition of his commitment to faith and justice and of his work protecting parental rights and religious freedom through PJI. Mr. Dacus received his Bachelors in Business Administration and Finance at Texas A&M University in 1986. He then spent a year working for Electronic Data Systems as a part of the accounting financial management development program. After that, he worked as a Legislative Assistant to United States Senator Phil Graham in Washington DC. Later, he attended Law School at the University of Texas in Austin where he received his Juris Doctorate degree in 1991. He spent a year working for the Pacific Legal Foundation as a part of their fellowship program. Then, in 1992, he opened the Western Regional Development Office for the Rutherford Institute, a nonprofit legal organization defending religious freedom. For five years, he developed a network of attorneys in 14 western states and coordinated litigation in this region before his founding of PJI. The Board believes that Mr. Dacus’ extensive experience in media and public relations is invaluable in providing the Board with important perspectives in these areas.
There are no family relationships between any of the above directors.
Information Relating to Continuing Directors who are not Standing for Election or Re-election this Year
John M. Brown, age 82, is the founder of Zion Oil & Gas and has been a director and Chairman of the Board of Directors of Zion since its organization in April 2000 and, effective April 12, 2019, again serves as the Chief Executive Officer. Mr. Brown was appointed Executive Chairman in January 2010. Mr. Brown was appointed as Interim Chief Executive Officer on October 18, 2012 and on January 1, 2014, Mr. Brown was appointed as the Chief Executive Officer and to continue as the Executive Chairman. Previously, he served as our Chief Executive Officer from April 2000 to
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September 2004 and as President from April 2000 to October 2001. Mr. Brown has extensive management, marketing and sales experience, having held senior management positions in two Fortune 100 companies — GTE Valeron, a subsidiary of GTE Corporation and a manufacturer of cutting tools, where he was employed from 1966 – 86 and served as the corporate director of purchasing, and Magnetek, Inc., a manufacturer of digital power supplies, systems and controls, where he was corporate director of procurement during 1988 – 89. Mr. Brown was a director and principal stockholder in M&B Concrete Construction, Inc. from 1996 to 2003. Mr. Brown had been actively pursuing a license for oil and gas exploration in Israel for 35 years. His efforts led to our obtaining, in May 2000, the Ma’anit License, the precursor to the Joseph License. Mr. Brown holds a BBA degree from Fullerton College. He was awarded a degree in Doctor of Biblical Studies in 2013 from Emmanuel Baptist University. The board believes that Mr. Brown’s senior management experience in two Fortune 100 companies as well as his extensive experience in the oil and gas sector in the State of Israel provide with him with the insight and vision needed to serve as Chairman of our Board of Directors.
Kent S. Siegel, age 66, was appointed a director in December 2012 and assumed his office as of January 1, 2013. Mr. Siegel previously served as a director on the Company’s Board from November 2003 through March 31, 2011 and as the Company’s Chief Financial Officer from July 9, 2010 through March 31, 2011, the date of his resignation. Mr. Siegel has served as president and chief operating officer of Kent S. Siegel, P.C. since 1984. Kent S. Siegel, P.C. is a firm of certified public accountants and attorneys at law based in West Bloomfield, Michigan, at which Mr. Siegel practices as a tax and bankruptcy attorney and CPA. Mr. Siegel holds a Bachelor of Business Administration from Michigan State University School of Business, a Juris Doctor from Wayne State University School of Law and a Bachelor of Science in Electrical Engineering from Lawrence Technological University School of Engineering. The Board believes that Mr. Siegel’s extensive experience as a certified public accountant and in tax law provides our Board with a critical accounting and tax law perspective. Mr. Siegel is a valuable member of the Audit Committee of our Board and serves on the Compensation Committee.
Dr. Amotz Agnon, age 67, was appointed to the Board effective September 1, 2019. Dr. Amotz Agnon is a Professor of Geology and Geophysics, whose research has spanned the geology and geodynamics of the boundaries of the Arabian Plate, from the Levant to the Zagross — Persian Gulf. He has been a professor at the Institute of Earth Sciences of Hebrew University of Jerusalem, teaching in field and structural geology, geodynamics, marine geology and geophysics. After founding and directing the first geophysical lab at Hebrew University, Agnon initiated and co-founded the Neev Center for Geoinfomatics. Dr. Agnon has served as Vice-President and President of the Israel Geological Society and acted as the chair of the Oceanography M.Sc. and Marine Science B.Sc. programs at the university. He has been invited to three Ph.D. juries for the Institut de Physique du Globe (Paris, Strasbourg). He has served on the inter-ministerial Committee for National Infrastructures and as an advisor for the Atomic Energy Commission in Israel. He holds a B.Sc. and M.Sc. in Geology from Hebrew University and a Ph.D. in Geophysics from the University of California at Berkeley. He has published jointly over 100 journal articles in his field and has published numerous chapters in books and professional publications. The Board believes that Dr. Agnon’s extensive experience in his field of geology and geophysics is invaluable in providing the Board with important perspectives in these areas.
Sarah Caygill, age 61, is an experienced financial analyst, portfolio manager, asset allocator and independent board director. She began her career in London at Chase Manhattan in 1984 and subsequently worked as an equity analyst at BZW and Schroders in London covering French equities. In 1990, she joined Sweden’s Trygg Hansa SPP, a major Scandinavian banking and insurance firm, as a portfolio manager, with responsibility for French, Spanish and Italian equities. In 1993, following the Swedish financial crisis, she moved to JP Morgan’s Private Bank in Geneva to manage advisory portfolios covering Europe and Emerging Markets. She then ran both institutional and private portfolios as a Vice President of Canadian Imperial Bank of Commerce, also in Geneva, with responsibility for European Consumer and Services sectors. In 2000, Sarah launched White Mountain, a European equity long/short hedge fund and she later joined the main investors in the fund, Canadian-based Arrow Hedge Partners. She established Arrow’s European operations, including manager due diligence and selection for its global fund of funds, also serving on Arrow’s investment committee. Over her career as a fund manager and advisor, the funds and mandates Sarah managed and advised outperformed their benchmarks and peer groups. Since 2011, Sarah has served as an independent director for alternative funds and absolute return funds, management companies, foundations and corporations across a range of jurisdictions including Cayman Islands, Luxembourg, Switzerland and Ireland. She is a member of AIMA (The Alternative Investment Management Association) and 100 Women in Finance. She is also a panel director of IPAF Group (Industry Professionals serving as non-executive directors to Alternative Funds). Sarah holds a Masters’
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Degree in Modern Languages and Philosophy from Oxford University. She has both British and Swiss citizenships and resides in Geneva, Switzerland. The Board believes that Ms. Caygill’s extensive experience in finance is invaluable in providing the Board with important perspectives in this area.
Paul Oroian, age 68, was appointed a director in November 2003. He has served as president and managing partner of Oroian, Guest and Little, P.C., a certified public accounting and consulting firm based in San Antonio, Texas, since its founding in 1983. From 1980 – 1983, Mr. Oroian was a tax senior in the San Antonio offices of Arthur Young and Company. Mr. Oroian holds a Bachelor of Science degree in Business Administration from Bryant College. He has served as a board member of Technology Oversight Committee and the IRS Regional Liaison Committee of the Texas Society of Certified Public Accountants and was vice president and a director of the San Antonio CPA Society between 1992 and 1998. The Board believes that Mr. Oroian’s extensive experience as a certified public accountant was instrumental in his appointment to the Audit Committee of our Board and provides our Board with a critical accounting perspective. Mr. Oroian also serves as the Board’s Lead Independent Director.
William H. Avery, age 74, was appointed to the Board as a non-employee director, effective September 1, 2013. From 2001 to 2003, Mr. Avery worked on a broad variety of administrative, financial and legal matters for the Company. He served as Vice President of Finance and Treasurer commencing 2003 until 2007. He worked full time as Executive Vice President and Treasurer and as a director commencing in 2007 with responsibility for administration, finance and legal until 2010. From December 2012 to current, he has been retained as General Counsel on a part time basis under an independent consulting contract. Effective April 12, 2019, Mr. Avery assumed the position of President and is under an employment contract. Mr. Avery has a BBA in Finance and Economics from Southern Methodist University and a Juris Doctorate from Duke University. The Board believes that Mr. Avery’s extensive experience in corporate law, corporate litigation, and other laws was instrumental in his appointment to the Board and provides the Board with important perspectives in these areas.
Virginia Prodan, age 58, was appointed to the Board on July 1, 2018 and serves on the Nominating and Corporate Governance Committee. Ms. Prodan is an international human rights attorney and an Allied Attorney with the Alliance Defending Freedom. She is CEO and founder of Virginia Prodan Ministries. Her book, My Assassin, tells about her struggle for human and religious rights in Romania during the Communist regime. Ms. Prodan earned a Juris Doctor Degree at the Bucharest Law School, Romania, and was licensed in 1977. She was exiled from Ceausescu’s Romania in 1988 for defending human rights cases, which concerned Ceausescu’s persecution of Christians in Communist Romania. She earned a Master of Laws, LL.M. International, in 1995 and earned a Juris Doctor in 1997 from Southern Methodist University. She is licensed in Texas and Colorado and in the United States District Court for the Northern District of Texas. She was an intern for the Institute for Justice in Washington, D.C. and was an intern for U.S. Judge Sidney Fitzwater of the Northern District of Texas. She is on the Adjunct Faculty at El Centro College Paralegal Program. She has been featured on over 45,000 national and international television programs, live shows, radio programs and magazines. Ms. Prodan is on the advisory board of Stand with Persecuted Churches, the 21st Century Wilberforce Ministry and 4word women.org and on the board of directors of the State Republican Executive Committee — Senate District 16. Texas Governor Greg Abbott appointed her to the Texas Holocaust and Genocide Commission in 2018. The Board believes that Ms. Prodan’s extensive experience in human and labor rights laws and social governance concerns was instrumental in her appointment to the Board and provides the Board with important perspectives in these areas.
Jeffrey Moskowitz, age 64, was appointed a director on September 1, 2019. Jeffrey Moskowitz is Vice-President of Zion and has also served as Zion’s Israel Branch managing director since May 2017. From 2008 to May 2017, Mr. Moskowitz, an attorney with Aboudi & Brounstein, provided legal services to Zion regarding various aspects of operations in Israel. As an attorney, Mr. Moskowitz has extensive experience in the oil and gas exploration industry in Israel. Mr. Moskowitz has been a certified attorney in the State of Israel since 1982 and has earned his Bachelor of Law degree from the Faculty of Law Bar Ilan University, Israel. The Board believes that Mr. Moskowitz’s extensive experience in Israel dealing with government officials is invaluable in providing the Board with important perspectives in these areas.
Javier A. Mazón, age 79, was appointed a director on April 1, 2022 as a Class I director to serve on the Compensation Committee. Mr. Javier Mazón is the founder, president, and managing director of Group Lamerica, L.L.C. Over a fifty year career as an international business executive, he has vast experience encompassing a broad range of operating, C-suite, board of directors and external affairs, involving both international and U.S. domestic operations and management responsibilities. Mr. Mazón’s background includes successful, international executive
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positions with Texas Instruments, Oki Electric and other U.S. and South American companies. His company, Group Lamerica, is a leading provider of professional consultative and business operations services for clients seeking to strategically expand their businesses into Latin America and/or North America. He specializes in international expansion strategy, forming new businesses, market entry initiatives, developing public/private sector relationships and establishing in-country operations. His education is as follows: B.S., Bachelor of Business Administration, Production Management, University of Arizona, Eller College of Management (1968 – 72), University of Alaska, College (1961 – 62). He is presently on the following committees and boards: US Department of Commerce North Texas District Export Council — Executive Committee; University of Texas, Dallas — International Executive Committee; Irving Texas Chamber of Commerce — International Sister Cities Advisory Board; and former Richardson Texas Chamber of Commerce — International Business Resource Center/Executive Committee & Advisory Board. The Board believes that Mr. Mazón’s extensive experience in international business operations and finance is invaluable in providing the Board with important perspectives in this area.
Dr. Lee R. Russell, age 73, was appointed to the Board on May 1, 2017 and was an independent Geoscience Consultant with the Company from August of 2012 through December 2020. In January 2021, he became Senior VP of Exploration. He has over 45 years of industry experience in research and exploration positions with Shell Oil Co., Arco, and Sun Oil, as well as in his own exploration pursuits and consultancy. Projects have ranged from domestic exploration in the Gulf of Mexico, Rocky Mountains, and Alaska, to international projects in East and West Africa, North Sea, Norway, Onshore China, New Zealand, Papua New Guinea, and Newfoundland. He is a published author of many scientific articles and served as a Panel Chair and Co-Author of a National Research Council study on “Solid Earth Sciences and Society.” He received his BA in Geology from Ohio Wesleyan University in 1970, and MSc and PhD degrees in Geology and Geophysics from Texas Tech University in 1972 and 1977. He is a member of the American Association of Petroleum Geologists, serving two terms as Associate Editor, and is a Fellow of the Geological Society of America. The Board believes that Dr. Russell’s extensive experience in as a geoscience consultant with over 41 years in the exploration business was instrumental in his appointment to the Board and provides the Board with important perspectives in these areas.
There are no family relationships between any of the above directors.
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Proxy said 4-14:
"A full set of detailed and comprehensive tests including neutron-density, sonic, gamma and resistivity logs were acquired in December 2021. Zion is presently in the planning and procurement phases of extensive well testing and this is expected to take several weeks".
i assume actual perforation and tests described by kyoil might then take a few weeks-and that could finish shortly before the meeting
Combined with what kyoil said they might know just before the meeting
and the coincidence of Pentecost June 5 just 3 days before the stockholder meeting
interesting ZN did not set the meeting for later - it has been as late as june 23 and as early as june 6 -seems logical they would want good news to report at the meeting
Grant jeffreys book : Armageddon: appointment with destiny, records many historical 'coincidences' occurring on the festival dates as per the theme of each festival- far far far beyond the laws of probability
due to the present usa admin blocking pipelines- usa is near limit for oil production and supposed to be ca 12.68M bbl by end of yr -such limit being ca 13 Million bbl- russia producing ca 12M bbl, saudis so mad at biden saudis say they arent going to produce more -biden 'canceled' the pipeline from israel to cyprus to greece. Was an adversary working thru the straw man trying to stop/block a possible Israel oil substitution for russia's oil supply to europe- knowing of course what was coming bc putin is a straw man also- israel oil supply to europe would make putin mad and he's already in syria (though i think its premature for that invasion to happen right now-an evang vs full gosp difference of opinion) and Israel would need a guarantee of security they are not presently getting from the usa- and europe - until now just a military scarecrow -if europe awakens more or less permanently it would become a suitable power base
August 1-end of current license -unless extended by a new conservative israeli govt 'prognosticated' for many months now or by principles of reliance,substantial completion or force majeuer, is not very far away either.
yes, Well said,
though even if this is not the mother lode it would be nice to find enough commercial oil to pay for this well or they might be forced to restructure as in r/s etc to able to raise sufficient funds for well 3 in this license area -does anybody have any idea how much of a reservoir they would have to find to convert to a production lease?
proxy items are normal - no mention of authorized share increase or r/s
all along it seems there is an undercurrent that they are confident in the IP- the 72 square km 3d survey
i dont think zn is involved in any deception either -they, like all companies, focus on the operations - no committees to deal with pps or stockholder ocncerns - but that is typical of companies
nothing unusual-i've underlined some from p.7
only 2 items -re-elect 4 bd members and approve accounting firm
from p. 7
The MJ-02 drilling plan was approved by the Ministry of Energy on July 29, 2020. On January 6, 2021, Zion officially spudded its MJ-02 exploratory well. Zion reached a total depth of 5,531 meters (~18,141 feet) with a 6-inch open hole at that depth.
The primary zone of interest contains encouraging shows of hydrocarbons. A full set of detailed and comprehensive tests including neutron-density, sonic, gamma and resistivity logs were acquired in December 2021. Zion is presently in the planning and procurement phases of extensive well testing and this is expected to take several weeks.
from p.15
Hedging, Short Sales and Pledging Prohibitions
Our insider trading policy prohibits our Named Executive Officers and Directors from engaging in any speculative transactions involving our common shares including buying or selling puts or calls, pledging, short sales or purchases of securities on margin or otherwise hedging the risk of ownership of our stock. In exceptional circumstances, pledges for loan collateral (not margin debt) in a good faith and arms-length transaction may be approved, but would require the approval and authorization of both the CEO and the Chief Legal Officer or the Chief Compliance Officer as determined by them in their sole discretion.
p36
Insider Trading
Suppliers may not use or share insider information concerning the Company for the purpose of trading in the Company’s common stock or other securities. Insider information includes material nonpublic information about matters such as significant contracts, claims, liabilities, major litigation, potential sales, mergers or acquisitions, development plans, operational activities, earnings, forecasts and budgets. Material information is any information, either positive or negative information that a reasonable investor would consider important in a decision to buy, hold, or sell securities.
p38-39
DIRECTOR INDEPENDENCE
Although we began trading on OTCQX on September 2, 2020, we continue to be an SEC Reporting Company and maintain a certain level of Board and Committee independence as require by the OTCQX Rules for U.S. Companies and in addition to maintain the independence requirement standards of NASDAQ. The Board of Directors has established guidelines requiring a majority of directors to be independent, as determined in accordance with the Bylaws of the Company and applicable rules of the NASDAQ and OTCQX. As of the record date of the 15 members of our Board of Directors nine (Messrs. Scammahorn, Seery, Mazón, Oroian, Siegel, Dacus, Agnon, Caygill and Prodan) met the criteria of independence set by the NASDAQ and OTCQX for membership on the board of a NASDAQ listed company (“NASDAQ independence criteria”) and trading on the OTCQX. Each of these nine directors had certified their belief that they met such independence standards. Also, all of the members of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee are independent under applicable SEC, NASDAQ and OTCQX rules and regulations.
NASDAQ independence criteria provide, among other requirements, that an independent director: (i) cannot be and, over the past three years, cannot have been an officer or employee of the Company and cannot be an immediate family member of such person; (ii) cannot receive or, over the past three years, have an immediate family member who receives or received from the Company more than $120,000 in any consecutive twelve month period for services other than as one of the Company’s directors (or, with respect to an immediate family member, as a Company employee); (iii) cannot be affiliated, or be an immediate family member of a person affiliated with, any organization to which the Company made, or from which the Company received payments (other than those arising solely from investments in
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the Company’s securities or payments under non-discretionary charitable contribution matching programs) that exceed five percent of the organization’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the most recent three fiscal years.
SEC independence criteria, which govern members of and candidates for service on the Audit Committee, provide that an “independent” director cannot be one of the Company’s officers or be in a position, directly or indirectly, to control the Company’s management or policies (other than in his position as a
p44
STOCKHOLDER AND INTERESTED PARTIES COMMUNICATIONS POLICY
In recognition of the importance of providing all interested parties, including shareholders, with the ability to communicate with members of the Board, including non-management directors, the Board has adopted a Stockholder and Interested Parties Communications Policy, a copy of which is available on our website at www.zionoil.com/investor-center/corporate-governance. Stockholders may communicate with the Board by sending written communications to the Board of Directors, care of Mr. Paul Oroian, Lead Independent Director, to:
Mr. Oroian, Lead Independent Director
Zion Oil & Gas, Inc.
12655 North Central Expressway, Suite 1000
Dallas, Texas 75243
All such letters must follow the directions set out in the Stockholder and Interested Parties Communications Policy. Communications should not exceed 1,000 words in length and should indicate (i) the type and amount of Company securities held by the person submitting the communication, if any, and/or the nature of the person’s interest in the Company, (ii) any personal interest the person has in the subject matter of the communication and (iii) the person’s mailing address, email address and telephone number. Unless the communication relates to an improper topic (e.g., it contains offensive content or advocates that we engage in illegal activities) or it fails to satisfy the procedural requirements of the policy, we will deliver it to the person(s) to whom it is addressed.
p47
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF RBSM, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022. PROXIES RECEIVED IN RESPONSE TO THIS SOLICITATION WILL BE VOTED FOR THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNLESS OTHERWISE SPECIFIED IN THE PROXY.
OTHER MATTERS
At the Annual Meeting, management does not intend to present any matters other than matters referred to herein, and as of this date management does not know of any such matter that will be presented for a vote at said Meeting.
STOCKHOLDER PROPOSALS
Under the rules of the SEC, stockholder proposals intended to be presented at the Company’s 2022 Annual Meeting of Stockholders in accordance with Rule 14a-8 promulgated under the Exchange Act must be made in accordance with the bylaws of the Company and received by the Company, at its principal executive offices, to be eligible for inclusion in the Company’s proxy statement for that meeting, no later than December 31, 2021. The proposal must otherwise comply with all requirements of the SEC for stockholder proposals. Appropriate stockholder proposals submitted outside of Rule 14a-8 must be pursuant to our bylaws and policies. The Board will review any stockholder proposals that are filed as required and will determine whether such proposals meet applicable criteria for inclusion in its 2022 proxy statement.
the proxy card -real or replica- is the last page de facto unnumbered p.49
only 2 items -approve the accounting firm
and elect or reelect 4 board members
any stock holder item to be considered had to be communicated by dec 31? see abov
very good
i'm obviously not an oil man but it sounds very good- kyoil and yourself indicating they've gone steps beyond the previous well -
they've certainly had a lot of firsts-its ironic we've seen the lowest pps ever with this well while their experience and firsts and equipment etc are greater than ever before, including their 1st 3d,the largest terrestrial 3d in Israel-and very possibly are closer to the goal than ever before
How long do you oil guys think it might be before they are in a position to realize or size a reservoir-
"The BOP being removed says the completion liners are in, the well bore is secured and ready for perforation and stimulation once the xmas tree is installed on the wellhead. What was confirmed during mud logging must have presented such compelling evidence that this well needed to be completed"
i'm hopeful based on kyoil and this and the principles of faithfulness- unless this is a bigger weeding of the wheat and tares than even i imagined
what is P50?