Dear Omagine Investors,
Please be informed that Omagine has filed their Quarterly Report on Form 10-Q yesterday with the SEC for the period ended September 30, 2009.
To review the complete filing please use the link below, or to review all corporate filings, please click on the “View Filings” section of the main page of the Omagine hub here at Agoracom.See below in this posting for an excerpt from the Report.
FORM 10-Q
Regards,
AGORACOM
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In accordance with Omani law, during October and November of 2009 the Company has:
(i) reserved the name "Omagine LLC" with the Ministry of Commerce and Industry ("MOCI"),and
(ii) opened a bank account in Bank Muscat in the name of Omagine LLC (under formation), and
(iii) legally capitalized Omagine LLC by depositing twenty thousand Omani Rials (the "Company Capital Contribution") into such bank account (equal to approximately 52,000 U.S. Dollars), and
(iv) filed all documents with MOCI necessary to form Omagine LLC, an Omani limited liability company, as a wholly owned subsidiary of the Company.
The Company was notified today - November 23, 2009 - by MOCI that Omagine LLC is now legally formed in Oman as a limited liability company owned 100% by the Company.
The Company will now reduce its 100% of Omagine LLC by causing Omagine LLC to sell newly issued shares of its capital stock to Consolidated Contractors International Company, S.A.L. ("CCIC") and to the three Omani investors in the Project Company (the "Omani Shareholders"). All proceeds of such sales of capital stock will belong to Omagine LLC. The Omani Shareholders are: (i) the Office of Royal Court Affairs, an
Omani organization representing the interests of His Majesty, Sultan Qaboos bin Said, the ruler of Oman, ("RCA"), (ii) Mohammed Nasser Al-Khasibi, an Omani citizen ("MNK"), and (iii) the Oman Integrated Tourism Projects Fund (the "OITP Fund"). Prior to the signing of the Development Agreement by Omagine LLC and the Government, the Company, CCIC and the Omani Shareholders will enter into a "Shareholders Agreement" with respect to, among other things, their respective investments in Omagine LLC and the management of Omagine LLC.
The OITP Fund is a $250 million dollar investment fund managed by Bank Muscat, its designated fund manager. On October 21, 2009 the Omani Union Real Estate Development Company LLC ("ORDC") and the Company decided that ORDC would not be an investor in Omagine LLC. On the same day - October 21, 2009 - the Company made arrangements with the OITP Fund to replace ORDC as an investor in Omagine LLC on terms identical to those memorialized in the prior Investor Agreement with ORDC. Because the Company intends as previously disclosed, to appoint Bank Muscat as the financial advisor to Omagine LLC, the Company views the participation of the OITP Fund as an equity investor in Omagine LLC as a positive event that aligns the interests of a major investor in Omagine LLC with the interests of the bank that will be responsible for arranging the all-important project financing that Omagine LLC will ultimately require.
As presently contemplated, CCIC and the Omani Shareholders (RCA, MNK and the OITP Fund) will subscribe for and purchase 49.5% of Omagine LLC for USD $109,367,375. The Company's 100% ownership of Omagine LLC which it received in return for the Company Capital Contribution will be reduced to 50.5%. The Company, CCIC and the Omani Shareholders are referred to herein and in the Development Agreement as the "Founder Shareholders" of Omagine LLC.
The agreement which will govern the design, development, construction, management and ownership of the Omagine Project is the "Development Agreement". The Company's prior quarterly and annual reports filed with the Securities and Exchange Commission ("SEC")on Forms 10-K, 10-KSB, 10-Q and 10-QSB have exhaustively detailed the many delays experienced to date in our efforts to get the Development Agreement signed with the Government of Oman. The narrative of these delays is available in such reports and need not be repeated here.
The Development Agreement consists of two (2) parts: (i) the "Main Agreement", and (ii) the "Schedules" to the Main Agreement.
On September 10, 2009 the Company and the Government agreed on the entire content of the Main Agreement (the "Accepted DA").
The Government requested the Company to create and deliver the Schedules to the Government for final review and comment. On November 11, 2009 the Company's attorneys sent all the Schedules to the Government for its final review. The Company expects to review and finalize the Schedules with the Government soon after the end of the religious holiday of Eid which ends on December 5, 2009.
Upon approval of the Schedules by the Government and the Company, the Schedules and the Accepted DA will constitute the final Omagine Development Agreement which will then be signed by the parties.
All parties have expressed their desire to finalize and sign the Omagine DA as soon as possible, following the review of the Schedules by the Government.
The Company presently anticipates that the foregoing process will result in a fully settled and agreed Development Agreement ready for printing and signature before the end of 2009, or, more likely, shortly thereafter.
Management continues to remain reluctant to make predictions in view of the previously encountered delays, but we are presently of the opinion that the Company's patient approach to this process has, and will continue to, yield positive results.
The Company has recently updated its projected financial model for the Omagine Project and such updated financial model presently forecasts net positive cash flows for Omagine LLC in excess of 900 million dollars over the five year period subsequent to the signing of the Development Agreement with a net present value of the project in excess of 600 million dollars.
