Each one in plain English, with the numbers worked through for a shareholder.
9 July 2013material agreement● NeutralMajor
The Petroleum Commissioner extended the Asher-Menashe license to June 9, 2014, on conditions: move the rig to the Elijah #3 well by November 1, 2013, perforate and stimulate a suspected oil zone in the Jurassic and run a production test. If the test is negative, the well must be plugged and abandoned and the license returned.
Zion cut the exercise price of its remaining ZNWAW and ZNWAZ warrants to $1.75 through their December 31, 2012 expiry, down from $7.00 and $4.00. About 471,347 ZNWAW and 2,953,595 ZNWAZ warrants were outstanding; any exercise would issue new shares. This follows the June 2012 temporary reduction, and the filing is signed by Victor Carrillo as President and COO, with John Brown named as Executive Board Chairman and CEO in the press release.
The Petroleum Commissioner extended the Joseph license to April 10, 2013, beyond its October 10, 2012 expiry, because Zion's seismic contractor GII had crews in Africa for an extended period. Zion has contracted GII for a 20 km seismic survey expected in September 2012 and must sign a drilling contract by February 15, 2013.
Zion signed a non-binding memorandum of understanding with Lapidoth Israel Oil Prospectors to form a 50/50 drilling company to buy an onshore rig (up to 25,000 feet depth) costing up to $15 million. It depends on Zion raising at least $10 million within 12 months and on definitive agreements; Zion also gave Lapidoth a right of first refusal to drill its Israeli exploratory wells through June 4, 2013. This follows the warrant price cut announced the day before, which cited funding for this drilling company.
Zion temporarily cut the exercise price of its three publicly traded warrant series (ZNWAL, ZNWAW, ZNWAZ) to $1.75 through August 15, 2012, down from $3.50, $7.00 and $4.00. Management said it wants to raise capital for its drilling program and a planned drilling company; ZNWAL warrants expire on August 15, and the other two return to original prices until December 31, 2012. New shares would be issued on exercise, which would dilute existing holders (inference).
The Petroleum Commissioner amended the Jordan Valley license deadlines: Zion now must do the new seismic survey and submit a summary by May 12, 2012 and a processing report by June 12, 2012. The original deadlines were January 13 and April 13, 2012; the filing says they were missed because seismic equipment was temporarily unavailable.
Zion extended the expiry of its ZNWAW warrants from January 31, 2012 to December 31, 2012, with all other terms unchanged. This gives warrant holders an extra eleven months to exercise.
Israel's Petroleum Commissioner approved a one-year extension of the Joseph license (about 83,272 acres) to October 10, 2012. Zion must report on its last three exploratory wells in the Ma'anit structure, acquire about 15 km of 2D seismic, identify a new prospect by September 1, 2012 and sign a drilling contract by October 1, 2012.
Zion's audit committee engaged Malone Bailey LLP as its new independent auditor on October 17, 2011, replacing Somekh Chaikin, whose planned resignation was reported in August. The filing states there were no disagreements or reportable events and no prior consultations with Malone Bailey.
Zion renewed its Dallas office lease with Hermosa, L.P. through October 31, 2015 and added two adjacent suites, for 6,458 rentable square feet in total. Rent starts at $6,996.17 per month from November 2011 and rises to $8,072.50 by the final year, with some of the rent for Suite 304 abated while there is no default.
Zion's auditor Somekh Chaikin (KPMG member) told the company it must resign after the 10-Q for the quarter ending September 30, 2011, because of a cease and desist order with the Texas State Board of Public Accountancy over auditing Texas-based companies without registration. The filing states there were no disagreements, and that the prior audit reports on 2010 and 2009 included a going-concern paragraph; Zion is looking for a Texas-registered replacement.
Israel's Petroleum Commissioner approved a one-year extension of the Asher-Menashe license to June 9, 2012. Zion must analyze deepening or sidetracking the Elijah #3 well, acquire about 10 km of 2D seismic, identify a new prospect by April 1, 2012 and begin drilling by June 1, 2012; if it does no more work on Elijah #3 it must seal the well by June 1, 2012 and post a $35,000 bank guarantee.
Israel's Petroleum Commissioner granted Zion the Jordan Valley exploration license (about 226 square kilometers, just south of the Sea of Galilee) on May 26, 2011, with a primary term to April 12, 2014. Zion must identify a prospect and contract for drilling by October 13, 2012 and drill a well to about 5,000 meters by April 13, 2013.