ZNOG Zion Oil and Gas Inc (QB)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Management Changes

On August 31, 2018, the Board of Directors (the “Board”) of Zion Oil & Gas, Inc. (the “Company”) appointed Dustin L. Guinn as the Chief Executive Officer. Mr. Guinn currently serves as the Company’s Executive Vice Chairman of the Board, President and Chief Operating Officer, positions he will retain. Mr. Guinn is replacing Victor G. Carrillo who tendered his attached resignation letter on August 31, 2018 from the position of Chief Executive Officer and director after eight years of service to the Company.

Prior to joining the Company, Mr. Guinn served as Chief Executive Officer (“Viking CEO”) of Viking Services from June of 2011 through September of 2015. Mr. Guinn’s primary responsibilities included operational and strategic management focusing on the growth, deployment and profitability of assets in Turkey, Northern Iraq, Hungary, Bulgaria, Serbia, Romania and other strategic countries within the Middle East, North Africa, as well as Central and Eastern Europe. Mr. Guinn has extensive experience in transactional mergers and acquisitions involving both entity and asset purchases as well as the integration of those acquisitions and was intimately involved in the growth of Viking, in terms of financial, operational, structural, reporting and management growth since its inception in 2008. Prior to assuming the responsibilities of Viking CEO in 2011, Mr. Guinn served as President of Viking International and Viking Geophysical in which he leveraged his financial background and experience to focus on the continued development of operational efficiencies, reporting implementation, profitable asset deployment and accountability focusing on ROI metrics. Mr. Guinn was integral in the procurement and negotiation of many of Viking’s key long-term, ongoing service contracts and master service agreements that helped grow Viking. . Mr. Guinn served in a number of capacities during his tenure with Viking such as CFO, Treasury Manager and Financial Analyst, which allowed for the opportunity to have a balanced and well-rounded understanding of the business. Mr. Guinn graduated with honors from New Mexico State University with a Bachelor of Business Administration degree in Finance, during which point and time he competed in both track and field and football. Mr. Guinn then earned a Master’s Degree in Business Administration from West Texas A&M.

With his appointment as Chief Executive Officer, Mr. Guinn will continue to serve as Executive Vice Chairman, President and Chief Operating Officer, under his original Employment Agreement, dated July 1, 2016. Mr. Guinn has 235,000 shares of Company stock and 100,000 Company stock options outstanding.

Mr. Guinn is not a party to any other material plan, contract or arrangement with the Company, nor has any other material plan, contract or arrangement to which he is a party been modified as a result of his respective promotion described above. Further, in connection with his promotion described above, Mr. Guinn does not have any familial relationships or related party transactions with the Company that would require disclosure under Items 401(d) or 404(a) of Regulation S-K (17 CFR 229.401(d) and 229.404(a)).