Dear Harrell,
Your question relates to OMAG’s current and future stock price valuation in view of the positive developments disclosed in OMAG’s recent updates made via its public filings with the SEC. Agoracom is not a financial or investment advisor and cannot comment further than OMAG’s disclosures in its public filings.
OMAG has previously reported the impending formation in Oman of Omagine SAOC (the “Project Company”). The Project Company will be a separate Omani company that will develop, own and operate the entire Omagine Project. The Project Company will have its own capital structure and shareholders, separate and distinct from OMAG, the U.S. public company which is the subject matter of this discussion board.
OMAG will however be the majority shareholder of the Project Company and will therefore consolidate its majority ownership of the Project Company into its own financial statements.
A few of your points are erroneous and require further clarification (there is no “signed on the dotted line preliminary DA” and there is no “Emir”) and we therefore direct your attention to the Company’s most recent corporate update contained in its 8K filing dated today - July 21, 2008 -which we reproduce below for your convenience.
Other than that Harrell, we do not see anything that you are missing.
Thank you for your post.
Regards,
AGORACOM Investor Relations
FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of
1934.
Date of Report
(Date of earliest event reported): July 21, 2008
-------------
Omagine, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-17264 20-2876380
---------------- ------------- ---------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
350 Fifth Avenue, Suite 1103, New York, N.Y. 10118
---------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)563-4141
--------------
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of Registrant under
any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the
Securities Act;
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act;
[ ] Pre-commencement communication pursuant to rule 14d-2(b)
under the Exchange Act;
[ ] Pre-commencement communication pursuant to Rule 13e-4(c)
under the Exchange Act.
<PAGE>
Item 7.01 Regulation FD Disclosure
-----------------------------------
Omagine, Inc. ("OMAG" or the "Company") is providing the
following information to clarify its present plans and to update
its shareholders regarding the status of its proposed Omagine
Project in Oman:
Omagine SAOC, a corporation to be formed under the laws of the
Sultanate of Oman (the "Project Company") will be the sole
developer of the Omagine Project. For contractual reasons the
Project Company intends to form another Omani subsidiary (the
"Landmark Company") to hold, own and manage certain portions of
the Omagine Project. The Landmark Company will be 100% owned by
the Project Company and the financial results of the Landmark
Company will be fully consolidated with the financial results of
the Project Company.
As of the date hereof, OMAG has arranged approximately USD $110
Million of equity for the Project Company via written agreements
for the sale of minority equity interests of the Project Company
to:
1. Consolidated Contractors International Company, SA,
("CCC"), and
2. an Omani company formed by leading local businessmen
("Newco"), and
3. a prominent Omani person ("MNK"), and
4. the office of Royal Court Affairs ("RCA") which represents
the personal interests of His Majesty Sultan Qaboos bin
Said, the ruler of Oman.
Journey of Light, Inc. ("JOL") is a New York corporation and a
wholly owned subsidiary of OMAG.
OMAG and JOL have a signed contract with CCC with respect to
CCC's investment in the Project Company and CCC's Omani
affiliated company being the general contractor for the Omagine
Project.
OMAG, CCC and JOL are collectively the "Founder Shareholders" of
the Project Company.
<PAGE>
The Founder Shareholders have signed a Memorandum of
Understanding with each of Newco, MNK and RCA (collectively, the
"Omani Shareholders") with respect to the investment by the
Omani Shareholders in the Project Company.
1. the document which will govern the development of the
entire Omagine Project (the "Development Agreement") will
be signed by the government of the Sultanate of Oman
("Government") and the Founder Shareholders representing
the Project Company (under formation), and
2. subsequent to the signing of the Development Agreement, the
Project Company will be formed, and
3. subsequent to (or simultaneously with) the formation of the
Project Company, the Founder Shareholders and the Omani
Shareholders will enter into a written shareholders'
agreement ("Shareholders' Agreement") which will, among
other things, memorialize the approximately USD $110
Million combined investment into the Project Company by
CCC, Newco, MNK and RCA, and
4. approximately two years after the Development Agreement is
signed, the Landmark Company will be formed by the Project
Company as a wholly owned subsidiary of the Project Company
for the purpose of owning and managing certain tourism
related assets of the Project Company.
The financial results of the Project Company will be
consolidated with the financial results of OMAG in such manner
as to reflect OMAG's presently planned 50.5% majority percentage
ownership of the Project Company. Subsequent to the signing and
collection of the respective capital contributions of the
Shareholders' Agreement therefore, it is expected that OMAG
will - on a consolidated basis - experience an increase in net
worth of approximately USD $55 million as a result of the
approximately USD $110 Million capitalization of the Project
Company. The Project Company's capital as well as its bank
borrowings will be utilized by it to develop the Omagine Project
and its ongoing financial results will continue to be
consolidated with the Company's results.
It is the opinion of OMAG management that it would be difficult
to find higher quality shareholders for the Project Company than
the Royal Court, MNK, CCC and the shareholders of Newco. There
is at any rate no shortage of qualified and willing investors in
<PAGE>
Oman and its surrounding countries (the "Gulf Region") who are
ready willing and able to invest in the Project Company on terms
very financially favorable to the Project Company. Indeed,
management has already declined several offers from such
investors including leading financial institutions as management
now believes that sufficient capital has been arranged for the
Project Company. Management believes that since Omagine is such
a high profile project in Oman and since financial liquidity is
presently extremely high in the Gulf Region, that money simply
isn't an issue. Given this situation management focused on
securing investor shareholders for the Project Company that
bring more qualities to the Project Company than simply money -
qualities like exceptional skills; ability to execute; and
superior local knowledge. Management believes it has
accomplished this task it set for itself.
The Government has prepared a standardized development agreement
("Standard DA") which it hopes to use for all development
projects in Oman. This took the Government an extraordinary
amount of time to accomplish as three separate versions of the
Standard DA were produced over the past fifteen months. While
management applauds the Government's efforts to develop a
Standard DA, both management and the Government recognize that
this is not a trivial task given the complexities involved and
the vast differences among projects.
In July 2007 and again in December 2007, the Company produced
and delivered to the Government a draft Development Agreement
based on the first version of the Standard DA.
In March 2008 OMAG was given the second version of the Standard
DA. This second version of the Standard DA was almost
immediately discarded by the Government as it was found to be
wholly inadequate for its intended purpose.
In June 2008 OMAG (and other developers) were given a third
version of the Standard DA.
In July 2008 OMAG delivered a draft Development Agreement (the
"July 2008 Draft Agreement") to the Government based on the
third version of the Standard DA.
The July 2008 Draft Agreement incorporates all of the commercial
and other terms as agreed with and approved by the Government
and accepted by the Company - and includes the identification of
<PAGE>
the Omani Shareholders. The July 2008 Draft Agreement also
corrects what the Company's lawyers (and lawyers for other
developers in Oman) view as lingering defects in the third
version of the Standard DA. The July 2008 Draft Agreement is
presently being reviewed by the three required Ministries: The
Ministry of Tourism; The Ministry of Legal Affairs; and The
Ministry of Finance.
The Company recently reported that "No adverse developments have
occurred since the last corporate update to shareholders and the
delays incurred are viewed as normal bureaucratic process." The
Company continues to believe this statement to be accurate as
there are no issues outstanding and all parties - including the
Omani Shareholders - are desirous of signing the Development
Agreement as soon as possible.
Given summer vacation schedules in Oman during July and August,
the Company is now hopeful that the Development Agreement will
be signed in August or September of 2008 but the date of such
signing is entirely in the hands of the Government.
The Omani Shareholders and the Company will continue to follow
the matter closely.
Forward-Looking Statements
--------------------------
Some of the information contained in this Report may constitute
forward-looking statements or statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on current expectations and
projections about future events. The words "estimate", "plan",
"intend", "expect", "anticipate" and similar expressions are
intended to identify forward-looking statements which involve,
and are subject to, known and unknown risks, uncertainties and
other factors which could cause the Company's actual results,
financial or operating performance or achievements to differ
from future results, financial or operating performance, or
achievements expressed or implied by such forward-looking
statements. Projections and assumptions contained and expressed
herein were reasonably based on information available to the
Company at the time so furnished and as of the date of this
filing. All such projections and assumptions are subject to
significant uncertainties and contingencies, many of which are
beyond the Company's control and no assurance can be given that
<PAGE>
the projections will be realized. Potential investors are
cautioned not to place undue reliance on any such forward-
looking statements, which speak only as of the date hereof. The
Company undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: July 21, 2008
Omagine, Inc.
---------------------------------
(Registrant)
BY: /s/ Frank J. Drohan
-----------------------
Frank J. Drohan,
Chairman of the Board,
President and Chief
Executive Officer
0 members recommend this.
