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Message: Form 10-Q for the period ended June 30, 2011

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Form 10-Q for the period ended June 30, 2011

posted on Aug 12, 11 04:36PM

Dear Omagine Investors,

Please be advised that Omagine, Inc. has filed its quarterly report with the SEC today on Form 10-Q for the period ended June 30, 2011.

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 excerpts from the report.

http://sec.gov/Archives/edgar/data/820600/000101376211002125/form10q.htm

Regards,

AGORACOM

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The Development Agreement has now been approved by all the required Ministries of the Government of Oman.

In July 2011 the newly appointed Minister of Tourism approved the DA for the Omagine Project and sent a formal letter to His Majesty the Sultan requesting the Sultan’s final approval of the project. Since His Majesty the Sultan is a 25% shareholder of Omagine LLC, management expects this royal approval formality to be forthcoming in the ensuing days.

The registration with the Ministry of Commerce & Industry (“MCI”) of Oman of the ownership positions of the Omagine LLC shareholders (the “Registration”) is a necessary condition precedent to the signing of the DA. All necessary documentation for the Registration process has now been received by the Company’s attorneys in Oman and completion of the Registration process is expected to occur imminently

August 2011 is the holy month of Ramadan and management presently expects the Development Agreement to be signed by the Government and Omagine LLC either during Ramadan or by mid-September 2011.

While this process has experienced many delays, management remains confident that the although the precise date for the signing of the DA is not possible to predict at this time, management presently believes that it will be signed before September 15, 2011. As of the date of this report, management believes that the only remaining task to be accomplished before signing the DA is the imminent completion of the Registration.

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The Shareholder Agreement defines the “Pre-Development Expense Amount” as the total amount of expenses incurred by the Company prior to the signing of the DA. Such expenses were incurred with respect to the planning, concept design, re-design, engineering, financing, capital raising costs and promotion of the Omagine Project and the negotiation and conclusion of the Development Agreement with the Government.

The Shareholder Agreement (i) estimates the Pre-Development Expense Amount to be approximately nine (9) million U.S. dollars and (ii) defines the Success Fee as being equal to ten (10) million dollars.

As provided for in the Shareholder Agreement, Omagine, Inc. will, receive payment in full of:
(i)               the Pre-Development Expense Amount and, 
(ii)              the $10 million Success Fee.

The ten (10) million dollar Success Fees will be paid to Omagine, Inc. in five annual two (2) million dollar installments beginning on or within ten (10) days after the Draw Date.

Fifty percent (50%) of the Pre-Development Expense Amount will be paid to Omagine, Inc. on or within ten (10) Days after the Draw Date, and the remaining fifty percent (50%) will be paid to Omagine, Inc. in five equal annual installments beginning on the first anniversary of the Draw Date.

Pursuant to the Shareholder Agreement:

1. CCIC’s two subsidiaries will invest an aggregate of 19,010,000 Omani Rials (equivalent to $49,426,000) into Omagine LLC.

2. RCA will invest an aggregate of 7,678,125 Omani Rials (equivalent to $19,963,125) into Omagine LLC

3. Omagine Inc. will invest an aggregate of 300,000 Omani Rials (equivalent to $780,000) into Omagine LLC

The ownership percentages of Omagine LLC presently are:

Omagine, Inc. 60%

RCA 25%

CCC-Panama 10%

CCC-Oman 5%

Subsequent to the above cash investments into Omagine LLC being made by the New Shareholders and Omagine, Inc., the capital of Omagine LLC will be 26,988,125 Omani Rials (equivalent to $70,169,125). The capital of Omagine LLC will likely be increased further at a later date by the non-cash capital increase resulting from the valuation of the PIK.

The financial results of Omagine LLC will be consolidated into the financial results of the Company in accordance with accounting principles generally accepted in the United States. As a result of its 60% ownership of Omagine LLC, the Company will experience two (2) separate and substantial increases in net worth on a consolidated basis on or shortly after the Financing Agreement Date as follows:

(i) $42,101,475, which is 60% of the $70,169,125 of cash capital investments which will be recorded at such time as capital on Omagine LLC’s financial statements, and

(ii) a very substantial, but as yet undetermined amount, which will be 60% of the valuation of the PIK, which valuation will be recorded at such time as capital on Omagine LLC’s financial statements.

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