10-Q For Period Ended March 31, 2011
posted on
May 16, 2011 02:48PM
Multi-Billion Dollar Agreement Signed With Oman
Dear Omagine Investors,
Please know that Omagine, Inc. has filed its quarterly report on Form 10-Q today with the SEC for the period ended March 31, 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://www.sec.gov/Archives/edgar/data/820600/000082060011000005/tenq311.txt
Regards,
AGORACOM
Excerpts:
The Development Agreement
In June 2010 the Ministry of Tourism of the Sultanate of Oman
(“MOT”) approved the proposed Development Agreement between the
Government and Omagine LLC. The Government approval process
required additional approvals from the Ministry of Finance
(“MOF”) and the Ministry of Legal Affairs (“MOLA”) of the
Sultanate of Oman. In October 2010 the proposed Development
Agreement was approved by MOF. Following Omagine LLC’s response
to MOLA’s comments on the DA, MOT informed Omagine LLC in
writing (the “MOT Transmittal”) that all matters are now
finalized. MOT had also requested that we provide MOT with the
final version of the DA so that MOT and Omagine LLC may proceed
with the execution of the DA. On March 30, 2011 in response to
the MOT Transmittal, Omagine LLC’s attorneys sent the final
version of the DA (the “Final DA”) to the MOT.
While, management presently expects that the Final DA will in
fact be final, management cautions that (i) some of the language
in the MOT Transmittal was vague, and (ii) the MOT Transmittal
sought at the last minute to reopen long-ago agreed and approved
matters and the reopening of these previously agreed and
approved matters was rejected by Omagine LLC. Omagine LLC
counsel subsequently communicated in writing to the MOT
providing historical documentation in support of these
matters having previously been agreed to and successfully
concluded. The MOT legal department thereafter informed
Omagine LLC that the newly appointed Minister of Tourism is
presently reviewing the agreements for all ITC projects,
including the Final DA for the Omagine Project and that we
should have MOT’s advice shortly.
The date of signing the Development Agreement is entirely in the
hands of the Government but management anticipates that the DA
will be signed shortly after the completion of the aforesaid
review process and the registration with the Ministry
of Commerce of Oman of the ownership positions of the Omagine
LLC shareholders (the “Registration”). The Registration is a
necessary condition precedent to the signing of the DA.
The Shareholder Agreement
The three new Omagine LLC investors are (i) RCA, (ii) CCC-Panama
and (iii) CCC-Oman (collectively, the “New Shareholders”).
Extensive discussions and negotiations among the New
Shareholders and their respective attorneys and Omagine, Inc.
and its attorneys took place between January 2011 and mid-April
2011. A written agreement (the “Shareholder Agreement”) has now
been verbally agreed by the New Shareholders and Omagine, Inc.
The parties to the Shareholder Agreement are the New
Shareholders and Omagine, Inc.
The Shareholder Agreement is not a legally binding agreement
until it is signed by all the parties and management presently
expects that the Shareholder Agreement will be signed by it and
the New Shareholders imminently. At the end of April 2011
Omagine LLC received verbal confirmation from RCA that the RCA
investment committee and the RCA legal department had both
reviewed and approved the Shareholder Agreement and that it is
now with the Minister of the Royal Court for his signature. The
Company anticipates that the Minister of RCA (also newly
appointed) will review and sign the Shareholder Agreement
imminently.
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In order to move into the actual design and development stage of
the Omagine Project, Omagine, Inc. and the New Shareholders must
first sign the Shareholder Agreement and Omagine LLC and the
Government must then sign the Development Agreement. While this
process has been delayed to date, management remains confident
that the Shareholder Agreement will be signed by it and the New
Shareholders within the next several days and although the
precise date for the signing of the DA is not possible to
predict at this time, management presently believes that
attainment of the ultimate objective of signing the Development
Agreement with the Government is also imminent. As of the date
of this report, management believes that the only remaining
tasks before signing the DA are (i) signing the Shareholder
Agreement, and (ii) the Registration.
Notwithstanding the foregoing, no assurance can be given at this
time that either the Shareholder Agreement or the Development
Agreement actually will be signed.