SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
December 10, 2013
Date of Report (Date of earliest event reported)
 
Zion Oil & Gas, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation)

001-33228
(Commission File Number)
20-0065053
(IRS Employer Identification No.)
 
6510 Abrams Road, Suite 300, Dallas, TX 75231  
(Address of Principal Executive Offices)   (Zip Code)
 
Registrant's telephone number, including area code: 214-221-4610
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 1.01: Entry into a Material Definitive Agreement
 
On December 3, 2013, Israel's Petroleum Commissioner (the “Commissioner”) issued to Zion Oil & Gas, Inc. (“Zion” or the “Company”) Petroleum Exploration License No. 401/"Megiddo-Jezreel". The Megiddo-Jezreel License covers an area of approximately 400,000 dunam (400 square kilometers or approximately 98,842 acres), of onshore land south and west of Zion’s Jordan Valley License. The Company was advised by Israel’s Petroleum Commissioner on December 4, 2013 that it was granted the License. The License has a three-year primary term, commencing December 3, 2013 and going through December 2, 2016, and may be extended for additional one-year periods up to a maximum of seven years as provided by the Israeli Petroleum Law.
 
Under the terms of the Megiddo-Jezreel License, the Company is to identify and submit a drilling prospect in the license area by July 1, 2015; enter into a contract for the drilling of such prospect by October 1, 2015; and initiate the drilling of or “spud” a well to a minimum proposed total depth of approximately 4,000 meters (approximately 13,125 feet) by December 1, 2015. Additional terms of the License also require Zion to attain various geological and geophysical milestones during the license's primary term.
 
Attached, as Exhibit 10.1, is an English translation from the original Hebrew of the License grant.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
 
Exhibit 10.1 – Petroleum Exploration License No. 401/ “Megiddo-Jezreel” (translation)
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
 
 
Zion Oil and Gas, Inc.
 
       
Date: December 10, 2013
By:
/s/ Victor G. Carrillo
 
   
Victor G. Carrillo
 
   
President & Chief Operating Officer
 
 
 

 
 
Exhibit 10.1
 
STATE OF ISRAEL
 
LICENSE
 
License No. 401/"Megiddo-Jezreel"
 
Pursuant to my authority under section 16 of the Petroleum Law 5712-1952
 
This LICENSE is granted to Zion Oil & Gas Inc. (100%)
 
This LICENSE is granted over the area described in the First Annex.
 
This LICENSE is granted – subject to the provisions of the Petroleum Law, 5712-1952, and the regulations issued pursuant thereto, and to the special conditions detailed in the Second Annex, which is an integral part of this license.
 
Granted in Jerusalem, on the 30 of Kislev 5774, December 3, 2013
 
Mr. Alexander Varshavsky
Petroleum Commissioner
 
This License was registered at the Petroleum Registry on the 30 Kislev 5774, 3 December 2013
 
 
 
 
 
STATE OF ISRAEL
 
License No. 401/"Megiddo-Jezreel"
 
FIRST ANNEX
 
Description of the Area
 
Number on map
X
Y
Comments
1
226,614
729,594
 
2
246,249
718,970
 
3
246,000
711,000
 
4
244,869
711,000
 
5
246,002
707,000
 
6
251,595
707,000
 
7
251,566
699,431
To point 8 along the Green line
8
243,191
702,137
 
9
240,189
704,361
 
10
239,490
714,378
 
11
236,101
715,506
 
12
232,185
714,068
 
13
231,441
713,501
To point 14 along the Green line
14
221,049
717,386
 
15
217,681
721,404
 
16
219,463
726,571
 
 
Total area is approximately 400,000 dunam (400 square kilometers)
 
The coordinates are based on the new Israeli grid.
 
 
●
The area of the license is defined solely by the above stated coordinates (see the term above, we use a coordinate system rather than waypoints). It is hereby specified that in the event of a discrepancy between maps submitted by the Licensee and the above description, then the coordinates prevail.
 
 
●
Granting of this license shall not make redundant receiving any permit, confirmation or license from any public body or other as required by law. In addition this license shall not be deemed to make redundant arranging all aspects necessary by law through any public or private body.
 
 
 
 
 
Continuation of First Annex
 
License No. 401/"Megiddo-Jezreel"
 
Map 400,000 Dunam (approx.)
 
 
30 Kislev 5774
3 December, 2013
 
Mr. Alexander Varshavsky - Petroleum Commissioner
 
 
 
 
 
STATE OF ISRAEL
 
License No. 401/"Megiddo-Jezreel"
 
SECOND ANNEX
 
SPECIAL CONDITIONS
 
This license will be for the period of 3 December 2013 until 2 December 2016.
 
During the license period the Licensee shall carry out the work program as follows:
 
No.
ACTIVITY DESCRIPION
PROJECTED TO
BE CARRIED
OUT BY:
1
Sign agreement with seismic contractor for reprocessing of 2-4 existing seismic lines and following the results, reprocess further 6 seismic lines, and provide the commissioner with the contractor agreement
1 March 2014
     
2
Field viability investigation of conducting seismic in Jezreel Valley and provide the report to the commissioner
1 March 2014
     
3
Sign agreement with geophysical contractor to conduct 2D seismic reflection survey, based on the viability investigation results, with minimum of 30 km, and provide the commissioner with the contractor agreement
1 April 2014
     
4
RockEval of organic rich rocks of En Zetim Formation samples for identifying the potential for oil generation, and submit report on results
1 April 2014
     
5
Geological basin analysis based on existing available data, including burial history, maturity and oil generation conditions modeling, and submit report on results
1 June 2014
     
6
Finalize reprocessing of 2-8 seismic lines (according to stage 1 of the program) and submit the reprocessed results and a report, based on the instructions on the Ministry of National Infrastructures, Energy and Water Resources website, under "Delivery of seismic data guidelines"
1 September 2014
     
7
2D reflection seismic survey acquisition in Jezreel Valley (according to stage 3 of the work plan)
1 December 2014
     
8
Submit the 2D reflection seismic survey results, including QA/QC of seismic acquisition, report of field data and all accompanying reports, as defined by the "Delivery of seismic data guidelines” that appear on the Ministry of National Infrastructures, Energy and Water Resources website.
6 weeks after
seismic
acquisition
is completed
 
 
 
 
 
9
Seismic data processing of the new acquired data, and submit the processing results and reports, based on the instructions on the "Delivery of seismic data guidelines"
1 March 2015
     
10
Seismic interpretation of reprocessed seismic lines and new acquired seismic lines, including mapping of at least 4 significant seismic horizons, and preparing time and depth structural maps along the license area, and submit geophysical summary report
1 June 2015
     
11
Submit a drilling prospect, to include the proposed well location, geological and geophysical description of the well targets, with geological forecast and an initial engineering plan
1 July 2015
     
12
Submit a resource assessment report prepared by an authorized independent firm (Competent Person Report), in accordance with the Petroleum Resources Management System (PRMS), and submit to the commissioner
1 September 2015
     
13
Submit an environmental document, based on the Petroleum Regulations (deviation permission from the planning and building law), 2012
1 October 2015
     
14
Sign a contract with a drilling contractor, and provide the commissioner with the contractor agreement
1 October 2015
     
15
Submit a detained engineering plan for performing the drilling
1 October 2015
     
16
Spud a well within the license area
to proposed total depth of 4,000 meters (13,124 ft.)
1 December 2015
     
17
Submit a final report of the drilling results
1 September 2016
     
18
Submit a continued work plan within the license area
(future license development)
1 October 2016
 
Granted in Jerusalem on the 30 of Kislev 5774, December 3, 2013
 
Alexander Varshavsky /S
Petroleum Commissioner