Dear Harrell,
Your analysis incorrectly combines the capital structures of Omagine, Inc. (“OMAG”) and Omagine SAOC (the Omani based “Project Company”).
The contemplated investments from CCIC and Newco will be made into the Project Company in exchange for shares of the Project Company --- it is not into OMAG in exchange for OMAG shares.
Please again review our post dated April 18th (reproduced below) paying particular attention to Item Nos. 1, 2, 4 and 5.
The number of OMAG shares outstanding will not be affected in any way by the formation and capitalization of the Project Company and no new OMAG shares will be issued.
In accordance with accounting principles generally accepted in the United States:
1. the Project Company’s financial statements [ in their entirety ] are expected to be consolidated with OMAG’s financial statements,
and
2. the value [ as indicated by the Project Company’s financial statements] of the percentage of the shares of the Project Company owned by its minority shareholders (CCIC and Newco) –(i.e.: not owned by JOL) - is expected to be reflected as a “Minority Interest” in OMAG’s consolidated balance sheet,
therefore
Only the value of the percentage of the shares of the Project Company owned by JOL will be reflected on OMAG’s consolidated financial statements. (see Item Nos. 7, 8 and 9 below).
Number 5 below is the expected percentage ownership of the shares of the Project Company by the then 3 shareholders of the Project Company.
Again, please be advised, we provide this information for illustrative purposes only and it assumes the occurrence of events which have not yet occurred.
Regards,
AGORACOM Investor Relations
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April 18th Post from AGORACOM Investor Relations:
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Thank you for your inquiry.
The following discussion assumes the Development Agreement (DA) will be signed with the Government of Oman and there will be no changes with respect to the Newco capital contribution. Please be advised that the foregoing assumptions and this discussion are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which involve uncertainties and other factors which could cause the outcomes described below to differ from future Company achievements expressed or implied by these forward-looking statements. This discussion is based on management’s estimates as of the date hereof.
Your comment is not accurate.
As described in numerous of the Company’s SEC reports:
1. the publicly trade U.S. company, Omagine, Inc. (“OMAG”) owns 100% of its U.S. subsidiary Journey of Light, Inc (“JOL”). OMAG and JOL are together the “Company”.
2. A new Omani corporation – Omagine SAOC (the “Project Company”) – is planned to be formed in Oman under Omani law. The three (3) Founder Shareholders of the Project Company are presently planned to be OMAG, JOL and CCIC.
3. The Founder Shareholders are expected to sign the DA with the Government of Oman on behalf of the Project Company (under formation).
4. The Project Company is presently planned to be owned initially by OMAG, JOL and CCIC and later by another entity - probably Newco.
5. On the Financial Closing Date (expected to be approximately 6 months after the DA is signed) the Project Company is planned to be owned as follows:
JOL - 58%
CCIC - 12%
Newco - 30%
6. Another new company – the “Landmark Company” – is planned to be formed in Oman under Omani law within a year or two after the DA is signed. The Landmark Company is planned to own everything in the Project Area other than the residential property planned to be developed for sale by the Project Company. The Landmark Company is planned to be a 100% owned subsidiary of the Project Company.
7. It is planned that the financial results of the Project Company and the Landmark Company (since they are under common ownership) will be reflected as they occur in a consolidated financial statement (the “Oman Consolidated Financial Statements”).
8. It is expected that JOL’s majority percentage ownership (whether that be 58% or greater) will be reflected in the Company’s financial statements by consolidating the Oman Consolidated Financial Statements with the Company’s consolidated financial statement and reflecting therein as a liability the 42% (or whatever) minority interest held by CCIC and Newco.
9. The financial results in Oman are therefore expected to flow into and be reflected in the Company’s interim and annual financial statements, including its balance sheet and income statements.
I hope this answers your inquiry but please remember that the above is given for illustrative purposes only and assumes the occurrence of events that have not yet occurred.
Regards,
AGORACOM Investor Relations
