THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED
INTERIM FINANCIAL STATEMENTS AND THE RELATED NOTES TO THOSE STATEMENTS INCLUDED
IN THIS FORM 10-Q. SOME OF OUR DISCUSSION IS FORWARD-LOOKING AND INVOLVES RISKS
AND UNCERTAINTIES. FOR INFORMATION REGARDING RISK FACTORS THAT COULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR BUSINESS, REFER TO THE DISCUSSION OF RISK FACTORS
IN THE "DESCRIPTION OF BUSINESS" SECTION OF OUR ANNUAL REPORT ON FORM 10-K FOR
THE YEAR ENDED DECEMBER 31, 2021, FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.



Forward-Looking Statements


Certain statements made in this discussion are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may materially differ from actual results.

Forward-looking statements can be identified by terminology such as "may", "should", "expects", "intends", "anticipates", "believes", "estimates", "predicts", or "continue" or the negative of these terms or other comparable terminology and include, without limitation, statements regarding:

? The going concern qualification in our consolidated financial statements;






       ?   our liquidity and our ability to raise capital to finance our overall
           exploration and development activities within our license area;




       ?   our ability to continue meeting the requisite continued listing
           requirements by OTCQX;




  ? the outcome of the current SEC investigation against us;




  ? business interruptions from the COVID-19 pandemic;




       ?   our ability to obtain new license areas to continue our petroleum
           exploration program;




       ?   interruptions, increased consolidated financial costs and other adverse
           impacts of the coronavirus pandemic on the drilling and testing of our
           MJ#2 well and our capital raising efforts;




       ?   our ability to explore for and develop natural gas and oil resources
           successfully and economically within our license area;



? our ability to maintain the exploration license rights to continue our


           petroleum exploration program;




       ?   the availability of equipment, such as seismic equipment, drilling
           rigs, and production equipment as well as access to qualified
           personnel;




       ?   the impact of governmental regulations, permitting and other legal
           requirements in Israel relating to onshore exploratory drilling;




       ?   our estimates of the time frame within which future exploratory
           activities will be undertaken;




  ? changes in our exploration plans and related budgets;




       ?   the quality of existing and future license areas with regard to, among
           other things, the existence of reserves in economic quantities;




  ? anticipated trends in our business;




                                       34





  ? our future results of operations;




  ? our capital expenditure program;




  ? future market conditions in the oil and gas industry;



? the demand for oil and natural gas, both locally in Israel and globally; and






  ? The impact of fluctuating oil and gas prices on our exploration efforts




Overview



Zion Oil and Gas, Inc., a Delaware corporation, is an oil and gas exploration
company with a history of 22 years of oil and gas exploration in Israel. We were
incorporated in Florida on April 6, 2000 and reincorporated in Delaware on July
9, 2003. We completed our initial public offering in January 2007. Our common
stock, par value $0.01 per share (the "Common Stock") currently trades on the
OTCQX Market under the symbol "ZNOG" and our Common Stock warrant under the
symbol "ZNOGW."



The Company currently holds one active petroleum exploration license onshore
Israel, the New Megiddo License 428 ("NML 428"), comprising approximately
99,000 acres. The NML 428 was awarded on December 3, 2020 for a six-month term
with the possibility of an additional six-month extension. On April 29, 2021,
Zion submitted a request to the Ministry of Energy for a six-month extension to
December 2, 2021. On May 30, 2021, the Ministry of Energy approved our request
for extension to December 2, 2021. On November 29, 2021, the Ministry of Energy
approved our request for extension to August 1, 2022. On July 25, 2022, Zion
submitted a request to the Ministry of Energy for a six-month extension to
February 1, 2023. On July 31, 2022, the Ministry of Energy approved our request
for extension to February 1, 2023.  The  ML 428 lies onshore, south and west of
the Sea of Galilee, and we continue our exploration focus here based on our
studies as it appears to possess the key geologic ingredients of an active
petroleum system with significant exploration potential.



The Megiddo Jezreel #1 ("MJ #1") site was completed in early March 2017, after
which the drilling rig and associated equipment were mobilized to the site.
Performance and endurance tests were completed, and the MJ #1 exploratory well
was spud on June 5, 2017 and drilled to a total depth ("TD") of 5,060 meters
(approximately 16,600 feet). Thereafter, the Company obtained three open-hole
wireline log suites (including a formation image log), and the well was
successfully cased and cemented. The Ministry of Energy approved the well
testing protocol on April 29, 2018.



During the fourth quarter of 2018, the Company testing protocol was concluded at
the MJ #1 well. The test results confirmed that the MJ #1 well did not contain
hydrocarbons in commercial quantities in the zones tested. As a result, in the
year ended December 31, 2018, the Company recorded a non-cash impairment charge
to its unproved oil and gas properties of $30,906,000. During the three and six
months ended June 30, 2022 and 2021, respectively, the Company did not record
any post-impairment charges.



While the well was not commercially viable, Zion learned a great deal from the
drilling and testing of this well. We believe that the drilling and testing of
this well carried out the testing objectives which would support further
evaluation and potential further exploration efforts within our License area.
Zion believed it was prudent and consistent with good industry practice to
examine further these questions with a focused 3-D seismic imaging shoot of
approximately 72 square kilometers surrounding the MJ#1 well. Zion completed all
of the acquisition, processing and interpretation of the 3-D data and
incorporated its expanded knowledge base into the drilling of our current MJ-02
exploratory well.



On March 12, 2020, Zion entered into a Purchase and Sale Agreement with Central
European Drilling kft, a Hungarian corporation, to purchase an onshore oil and
gas drilling rig, drilling pipe, related equipment and spare parts for a
purchase price of $5.6 million in cash, subject to acceptance testing and
potential downward adjustment. We remitted to the Seller $250,000 on February 6,
2020 as earnest money towards the Purchase Price. The Closing anticipated by the
Agreement took place on March 12, 2020 by the Seller's execution and delivery of
a Bill of Sale to us. On March 13, 2020, the Seller retained the earnest money
deposit, and the Company remitted $4,350,000 to the seller towards the purchase
price, and $1,000,000 (the "Holdback Amount") was deposited in escrow with
American Stock Transfer and Trust Company LLC. On January 6, 2021, Zion
completed its acceptance testing of the I-35 drilling rig and the Holdback
Amount was remitted to Central European Drilling.



                                       35





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. Extensive well testing operations
are continuing for the MJ-02 well.



At present, we have no revenues or operating income. Our ability to generate
future revenues and operating cash flow will depend on the successful
exploration and exploitation of our current and any future petroleum rights or
the acquisition of oil and/or gas producing properties, and the volume and
timing of such production. In addition, even if we are successful in producing
oil and gas in commercial quantities, our results will depend upon commodity
prices for oil and gas, as well as operating expenses including taxes and
royalties.



Our executive offices are located at 12655 North Central Expressway, Suite 1000,
Dallas, Texas 75243, and our telephone number is (214) 221-4610. Our branch
office's address in Israel is 9 Halamish Street, North Industrial Park, Caesarea
3088900, and the telephone number is +972-4-623-8500. Our website address is:
www.zionoil.com.


Current Exploration and Operation Efforts

Megiddo-Jezreel Petroleum License





The Company currently holds one active petroleum exploration license onshore
Israel, the New Megiddo License 428 ("NML 428"), comprising approximately
99,000 acres - See Map 1. Under Israeli law, Zion has an exclusive right to oil
and gas exploration in our license area in that no other company may drill
there. In the event we drill an oil or gas discovery in our license area,
current Israeli law entitles us to convert the relevant portions of our license
to a 30-year production lease, extendable to 50 years, subject to compliance
with a field development work program and production.



The New Megiddo License 428 was awarded on December 3, 2020 for a six-month term
with the possibility of an additional six-month extension. On May 30, 2021, the
Ministry of Energy approved our request for extension to December 2, 2021. On
November 29, 2021, the Ministry of Energy approved our request for extension to
August 1, 2022. On July 25, 2022, Zion submitted a request to the Ministry of
Energy for a six-month extension to February 1, 2023. On July 31, 2022, the
Ministry of Energy approved our request for extension to February 1, 2023. The
New Megiddo License 428 area is the same area as the Megiddo-Jezreel License 401
area and lies onshore, South and West of the Sea of Galilee and we continue our
exploration focus here based on our studies as it appears to possess the key
geologic ingredients of an active petroleum system with significant exploration
potential.



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. Extensive well testing operations
are continuing for the MJ-02 well.



I-35 Drilling Rig & Associated Equipment





                                                                Six-month period ended June 30, 2022
                                                I-35                 Rig                  Other
                                            Drilling Rig         Spare Parts         Drilling Assets           Total
                                           US$ thousands        US$ thousands         US$ thousands        US$ thousands
December 31, 2021                                   5,859                  642                    333               6,834
Asset Additions                                         -                  135                    211                 346
Asset Depreciation                                   (317 )                  -                    (54 )              (371 )
Asset Disposals for Self-Consumption                    -                 (171 )                    -                (171 )
June 30, 2022                                       5,542                  606                    490               6,638



Zion's ability to fully undertake all of these aforementioned activities is subject to its raising the needed capital from its continuing offerings, of which no assurance can be provided.





                                       36





                               [[Image Removed]]



           Map 1. Zion's New Megiddo License 428 as of June 30, 2022.



                                       37





Zion's Former Joseph License



Zion has plugged all of its exploratory wells on its former Joseph License area,
and the reserve pits have been evacuated, but acknowledges its obligation to
complete the abandonment of these well sites in accordance with guidance from
the Energy Ministry, Environmental Ministry and local officials.



Onshore Licensing, Oil and Gas Exploration and Environmental Guidelines





The Company is engaged in oil and gas exploration and production and may become
subject to certain liabilities as they relate to environmental cleanup of well
sites or other environmental restoration procedures and other obligations as
they relate to the drilling of oil and gas wells or the operation thereof.
Various guidelines have been published in Israel by the State of Israel's
Petroleum Commissioner, the Energy Ministry, and the Environmental Ministry in
recent years as it pertains to oil and gas activities. Mention of these
guidelines was included in previous Zion Oil & Gas filings.



We acknowledge that these new regulations are likely to increase the
expenditures associated with obtaining new exploration rights and drilling new
wells. The Company expects that additional financial burdens could occur as a
result of the Ministry requiring cash reserves that could otherwise be used

for
operational purposes.



Capital Resources Highlights



We need to raise significant funds to finance the continued exploration efforts
and maintain orderly operations. To date, we have funded our operations through
the issuance of our securities and convertible debt. We will need to continue to
raise funds through the issuance of equity and/or debt securities (or securities
convertible into or exchangeable for equity securities). No assurance can be
provided that we will be successful in raising the needed capital on terms
favorable to us (or at all).



The Dividend Reinvestment and Stock Purchase Plan





On March 13, 2014 Zion filed a registration statement on Form S-3 that is part
of a replacement registration statement that was filed with the SEC using a
"shelf" registration process. The registration statement was declared effective
by the SEC on March 31, 2014. On February 23, 2017, the Company filed a Form S-3
with the SEC (Registration No. 333-216191) as a replacement for the Form S-3
(Registration No. 333-193336), for which the three year period ended March 31,
2017, along with the base Prospectus and Supplemental Prospectus. The Form S-3,
as amended, and the new base Prospectus became effective on March 10, 2017,
along with the Prospectus Supplement that was filed and became effective on
March 10, 2017. The Prospectus Supplement under Registration No. 333-216191
describes the terms of the DSPP and replaces the prior Prospectus Supplement, as
amended, under the prior Registration No. 333-193336.



On March 27, 2014, we launched our Dividend Reinvestment and Stock Purchase Plan
(the "DSPP") pursuant to which stockholders and interested investors can
purchase shares of the Company's Common Stock as well as units of the Company's
securities directly from the Company. The terms of the DSPP are described in the
Prospectus Supplement originally filed on March 31, 2014 (the "Original
Prospectus Supplement") with the Securities and Exchange Commission ("SEC")
under the Company's effective registration Statement on Form S-3, as thereafter
amended.



                                       38




Please see Footnote 3E ("Dividend Reinvestment and Stock Purchase Plan ("DSPP")), which is a part of this Form 10-Q filing, for details about specific unit programs, dates, and filings during the years 2016 through 2022.

For the three and six months ended June 30, 2022, approximately $1,566,000 and $12,993,000, respectively, were raised under the DSPP program.

For the three and six months ended June 30, 2021, approximately $10,939,000 and $13,788,000, respectively, were raised under the DSPP program.

The warrants balances at December 31, 2021 and transactions since January 1, 2022 are shown in the table below:





                                                   Outstanding                                                            Outstanding
                Exercise           Warrant           Balance,          Warrants         Warrants         Warrants           Balance,
Warrants         Price         Termination Date     12/31/2021          Issued         Exercised          Expired          06/30/2022
ZNWAA         $       2.00        01/31/2023           1,498,804                -                -                 -          1,498,804
ZNWAD         $       1.00        05/02/2023             243,853                -                -                 -            243,853
ZNWAE         $       1.00        05/01/2023           2,144,099                -                -                 -          2,144,099
ZNWAF         $       1.00        08/14/2023             359,435                -                -                 -            359,435
ZNWAG         $       1.00        01/08/2023             240,068                -                -                 -            240,068
ZNWAH         $       5.00        04/19/2023             372,400                -                -                 -            372,400
ZNWAI         $       3.00        06/29/2023             640,710                -                                  -            640,710
ZNWAJ         $       1.00        10/29/2023             545,900                -                -                 -            545,900
ZNWAK         $       0.01        02/25/2023             431,675                -           (6,650 )               -            425,025
ZNWAL         $       2.00        08/26/2023             517,875                -                -                 -            517,875
ZNWAM         $       1.00        07/15/2023           4,376,000                -                -                 -          4,376,000
ZNWAN         $       1.00        05/16/2023             267,660              100                -                 -            267,760
ZNWAO         $       0.25        06/12/2023             174,970                -             (310 )               -            174,660
ZNWAQ         $       0.25        07/06/2023                   -       23,428,348                -                 -         23,428,348
ZNWAP         $       0.25        06/02/2023             439,916                -         (439,916 )               -                  -
ZNWAR         $       0.25        06/23/2023           1,020,000                -       (1,020,000 )               -                  -
Outstanding
warrants                                              13,273,365       23,428,448       (1,466,776 )               -         35,234,937



During the second quarter of 2022, all warrants represented by ZNWAP and ZNWAR were exercised resulting in a net cash inflow of $364,979.

According to the warrant table, the Company could potentially raise up to approximately $21,900,000 if all outstanding warrants were exercised by its holders.





                                       39




Principal Components of our Cost Structure

Our operating and other expenses primarily consist of the following:

? Impairment of Unproved Oil and Gas Properties: Impairment expense is


           recognized if a determination is made that a well will not be
           commercially productive. The amounts include amounts paid in 

respect of


           the drilling operations as well as geological and geophysical 

costs and


           various amounts that were paid to Israeli regulatory authorities.




       ?   General and Administrative Expenses: Overhead, including payroll and
           benefits for our corporate staff, costs of managing our

exploratory


           operations, audit and other professional fees, and legal 

compliance is


           included in general and administrative expenses. General and
           administrative expenses also include non-cash stock-based 

compensation


           expense, investor relations related expenses, lease and insurance and
           related expenses.



? Depreciation, Depletion, Amortization and Accretion: The systematic


           expensing of the capital costs incurred to explore for natural gas and
           oil represents a principal component of our cost structure. As a full
           cost company, we capitalize all costs associated with our

exploration,


           and apportion these costs to each unit of production, if any, through
           depreciation, depletion and amortization expense. As we have yet to
           have production, the costs of abandoned wells are written off
           immediately versus being included in this amortization pool.




Going Concern Basis



Since we have limited capital resources, no revenue to date and a loss from
operations, our consolidated financial statements have been prepared on a going
concern basis, which contemplates realization of assets and liquidation of
liabilities in the ordinary course of business. The appropriateness of using the
going concern basis is dependent upon our ability to obtain additional financing
or equity capital and, ultimately, to achieve profitable operations. Therefore,
there is substantial doubt about our ability to continue as a going concern.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



The Impact of COVID-19



During March 2020, a global pandemic was declared by the World Health
Organization related to the rapidly growing outbreak of a novel strain of
coronavirus ("COVID-19"). The pandemic has significantly impacted the economic
conditions in the United States and Israel, as federal, state and local
governments react to the public health crisis, creating significant
uncertainties in the United States, Israel and world economies. In the interest
of public health and safety, jurisdictions (international, national, state and
local) where we have operations, restricted travel and required workforces to
work from home. As of the date of this report, many of our employees are working
from home. However, while there are various uncertainties to navigate, the
Company's business activities are continuing. The situation is rapidly changing
and additional impacts to the business may arise that we are not aware of
currently. We cannot predict whether, when or the manner in which the conditions
surrounding COVID-19 will change including the timing of lifting any
restrictions or work from home arrangements.



The full extent of COVID-19's impact on our operations and financial performance
depends on future developments that are uncertain and unpredictable, including
the duration and spread of the pandemic, its impact on capital and financial
markets and any new information that may emerge concerning the severity of the
virus, its spread to other regions as well as the actions taken to contain

it,
among others.



The main area in which Zion has experienced COVID-19's impact has been in supply
chain and/or logistics. We work with several suppliers worldwide for the
procurement of oil and gas parts, inventory items and related labor for our
ongoing operations for the MJ-02 well. Production delays, factory shutdowns and
heavy demand by oil and gas operators worldwide for spare parts has created some
challenges in obtaining these items in a timely fashion.



Critical Accounting Policies


Management's discussion and analysis of financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these consolidated financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expense during the reporting period.



We have identified the accounting principles which we believe are most critical
to the reported financial status by considering accounting policies that involve
the most complex of subjective decisions or assessment.



Impairment of Oil and Gas Properties

We follow the full-cost method of accounting for oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized.





                                       40





All capitalized costs of oil and gas properties, including the estimated future
costs to develop proved reserves, are amortized on the unit-of-production method
using estimates of proved reserves. Investments in unproved properties and major
development projects are not amortized until proved reserves associated with the
projects can be determined or until impairment occurs. If the results of an
assessment indicate that the properties are impaired, the amount of the
impairment is included in income from continuing operations before income taxes,
and the adjusted carrying amount of the unproved properties is amortized on

the
unit-of-production method.



Our oil and gas properties represent an investment in unproved properties. These
costs are excluded from the amortized cost pool until proved reserves are found
or until it is determined that the costs are impaired. All costs excluded are
reviewed at least quarterly to determine if impairment has occurred. The amount
of any impairment is charged to expense since a reserve base has not yet been
established. A further impairment requiring a charge to expense may be indicated
through evaluation of drilling results, relinquishing drilling rights or other
information.



Abandonment of properties is accounted for as adjustments to capitalized costs.
The net capitalized costs are subject to a "ceiling test" which limits such
costs to the aggregate of the estimated present value of future net revenues
from proved reserves discounted at ten percent based on current economic and
operating conditions, plus the lower of cost or fair market value of unproved
properties. The recoverability of amounts capitalized for oil and gas properties
is dependent upon the identification of economically recoverable reserves,
together with obtaining the necessary financing to exploit such reserves and the
achievement of profitable operations.



During the three and six months ended June 30, 2022, and 2021, respectively, the Company did not record any post-impairment charges.





The total net book value of our unproved oil and gas properties under the full
cost method is $53,250,000 and $46,950,000 at June 30, 2022 and at December

31,
2021, respectively.



Asset Retirement Obligation


We record a liability for asset retirement obligation at fair value in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived assets.





Fair Value Considerations



We follow ASC 820, "Fair Value Measurements and Disclosures," as amended by
Financial Accounting Standards Board (FASB) Financial Staff Position (FSP) No.
157 and related guidance. Those provisions relate to the Company's financial
assets and liabilities carried at fair value and the fair value disclosures
related to financial assets and liabilities. ASC 820 defines fair value, expands
related disclosure requirements, and specifies a hierarchy of valuation
techniques based on the nature of the inputs used to develop the fair value
measures. Fair value is defined as the price that would be received from the
sale of an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, assuming the transaction
occurs in the principal or most advantageous market for that asset or liability.



There are three levels of inputs to fair value measurements - Level 1, meaning
the use of quoted prices for identical instruments in active markets; Level 2,
meaning the use of quoted prices for similar instruments in active markets or
quoted prices for identical or similar instruments in markets that are not
active or are directly or indirectly observable; and Level 3, meaning the use of
unobservable inputs. We use Level 1 inputs for fair value measurements whenever
there is an active market, with actual quotes, market prices, and observable
inputs on the measurement date. We use Level 2 inputs for fair value
measurements whenever there are quoted prices for similar securities in an
active market or quoted prices for identical securities in an inactive market.
We use observable market data whenever available. We use Level 3 inputs in the
Binomial Model used for the valuation of the derivative liability.



                                       41





RESULTS OF OPERATIONS



                                              For the three months ended            For the six months ended
                                                       June 30,                             June 30,
                                               2022                2021              2022               2021
                                                  (US $ in thousands)                  (US $ in thousands)
Operating costs and expenses:
General and administrative expenses                1,550               2,952            2,985              4,923
Other                                                946               1,064            1,657              1,856
Subtotal Operating costs and expenses              2,496               4,016            4,642              6,779

(Gain) on derivative liability                         -                  (5 )              -               (431 )

Other expense, net                                   101                  45              121                268

Net loss                                           2,597               4,056            4,763              6,616



Revenue. We currently have no revenue generating operations.





Operating costs and expenses. Operating costs and expenses for the three and six
months ended June 30, 2022 were $2,496,000 and $4,642,000, respectively,
compared to $4,016,000 and $6,779,000, respectively, for the three and six
months ended June 30, 2021. The decrease in operating costs and expenses during
the three and six months ended June 30, 2022 compared to the corresponding
period in 2021 is primarily attributable to a reduction in non-cash stock
compensation expense stemming from the grant of stock options. See the "General
and administrative expenses" section below.



General and administrative expenses. General and administrative expenses for the
three and six months ended June 30, 2022 were $1,550,000 and $2,985,000,
respectively, compared to $2,952,000 and $4,923,000, respectively, for the three
and six months ended June 30, 2021. A major component of general and
administrative expenses is non-cash stock compensation expense in the form of
stock options granted to employees, management and directors. As stated in this
filing, Zion does not have revenue generating operations. Historically, we have
compensated our staff in part by granting stock options in lieu of cash bonuses.
Zion granted the following number of options during the quarters ended March 31,
2021, June 30, 2021, March 31, 2022 and June 30, 2022: 1,075,000, 3,625,000,
4,100,000 and 7,525,000, respectively. Said another way, Zion granted a total of
4,700,000 options during the first six months of 2021 compared to 11,625,000 for
the six months of 2022. A higher number of options were granted in 2022 in part
due to the low Zion stock price and the desire for grantees to have increasing
ownership in Zion, especially management and directors.



Other expense. Other expenses during the three and six months ended June 30,
2022 were $946,000 and $1,657,000, respectively, compared to $1,064,000 and
$1,856,000, respectively, for the three and six months ended June 30, 2021. The
expenses in this category are comprised of non-compensation and non-professional
expenses incurred. The decrease in expenses for both the three and six months of
2022, when compared to the corresponding periods in 2021, relate to lower annual
meeting expenses and Facebook spending with a partial offset by an increase in
insurance costs, primarily D&O insurance premiums. Annual meeting expenses were
significantly higher in 2021 due primarily to proxy solicitation costs to secure
votes for two important proposals.



(Gain) on derivative liability. (Gain) on derivative liability during the three
and six months ended June 30, 2022 were nil and nil, respectively, compared to
($5,000) and ($431,000), respectively, for the three and six months ended June
30, 2021. In May 2021, Zion paid the annual interest and the maturity of its
convertible bond in Zion shares (in kind). At the present time, Zion does not
expect to issue another convertible bond.



Other expense, net. Other expense, net for the three and six months ended June
30, 2022 were $101,000 and $121,000, respectively, compared to $45,000 and
$268,000, respectively, for the three and six months ended June 30, 2021. The
expenses in this category are comprised of foreign currency exchange costs,
primarily the New Israeli Shekel (NIS) to the US dollar, and financial
expenses/income. Overall, for the 6 months ended June 30, 2022, total expenses
in this category are $147,000 lower due to the relative strengthening of the USD
to the NIS during 2022.


Net Loss. Net loss for the three and six months ended June 30, 2022 was $2,597,000 and $4,763,000 compared to $4,056,000 and $6,616,000 for the three and six months ended June 30, 2021.





                                       42




Liquidity and Capital Resources

Liquidity is a measure of a company's ability to meet potential cash requirements. As discussed above, we have historically met our capital requirements through the issuance of common stock as well as proceeds from the exercise of warrants and options to purchase common shares.


Our ability to continue as a going concern is dependent upon obtaining the
necessary financing to complete further exploration and development activities
and generate profitable operations from our oil and natural gas interests in the
future. Our current operations are dependent upon the adequacy of our current
assets to meet our current expenditure requirements and the accuracy of
management's estimates of those requirements. Should those estimates be
materially incorrect, our ability to continue as a going concern will be
impaired. Our financial statements for the three and six months ended June 30,
2022 have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and commitments in the
normal course of business. We have incurred a history of operating losses and
negative cash flows from operations. Therefore, there is substantial doubt about
our ability to continue as a going concern.



At June 30, 2022, we had approximately $5,755,000 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 $6,004,000 at June 30, 2022 and $3,303,000 at December 31, 2021.



As of June 30, 2022, we provided bank guarantees to various governmental bodies
(approximately $1,218,000) and others (approximately $63,000) in respect of our
drilling operation in the aggregate amount of approximately $1,281,000. 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 six months ended June 30, 2022, cash used in operating activities
totaled $3,424,000. Cash provided by financing activities during the six months
ended June 30, 2022 was $12,994,000 and is primarily attributable to proceeds
received from the Dividend Reinvestment and Stock Purchase Plan (the "DSPP" or
the "Plan"). Net cash used in investing activities such as unproved oil and gas
properties, equipment and spare parts was $8,448,000 for the six months ended
June 30, 2022.



During the six months ended June 30, 2021, cash used in operating activities
totaled $2,966,000. Cash provided by financing activities during the six months
ended June 30, 2021 was $13,674,000 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 $15,044,000 for the six months ended
June 30, 2021.



Accounting standards require management to evaluate our ability to continue as a
going concern for a period of one year subsequent to the date of the filing of
this Form 10-Q. We expect to incur additional significant expenditures to
further our exploration and development programs. While we raised approximately
$533,000 during the period July 1, 2022 through August 8, 2022, we will need to
raise additional funds in order to continue our exploration and development
activities in our license area. Additionally, we estimate that, when we are not
actively drilling a well, our expenditures are approximately $600,000 per month
excluding exploratory operational activities. However, when we are actively
drilling a well, we estimate an additional minimum expenditure of approximately
$2,500,000 per month. The above estimates are subject to change. Subject to the
qualifications specified below, management believes that our existing cash
balance, coupled with anticipated proceeds under the DSPP, will be sufficient to
finance our plan of operations through November 2022.



The recent outbreak of the coronavirus has to date significantly disrupted
business operations and resulted in significantly increased unemployment in the
general economy. The extent to which the coronavirus impacts our operations,
specifically our capital raising efforts, as well as our ability to continue our
exploratory efforts, will depend on future developments, which are highly
uncertain and cannot be predicted with confidence, including the duration of the
outbreak, new information which may emerge concerning the severity of the
coronavirus and the actions to contain the coronavirus or treat its impact,
among others.



No assurance can be provided that we will be able to raise the needed operating capital.





                                       43





Even if we raise the needed funds, there are factors that can nevertheless
adversely impact our ability to fund our operating needs, including (without
limitation), unexpected or unforeseen cost overruns in planned non-drilling
exploratory work in existing license areas, the costs associated with extended
delays in undertaking the required exploratory work, and plugging and
abandonment activities which is typical of what we have experienced in the
past.



The financial information contained in these consolidated financial statements
has been prepared on a basis that assumes that we will continue as a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. This financial
information and these consolidated financial statements do not include any
adjustments that may result from the outcome of this uncertainty.



Off-Balance Sheet Arrangements

We do not currently use any off-balance sheet arrangements to enhance our liquidity or capital resource position, or for any other purpose.

Recently Issued Accounting Pronouncements

The Company does not believe that the adoption of any recently issued accounting pronouncements in 2022 had a significant impact on our financial position, results of operations, or cash flow.

© Edgar Online, source Glimpses