One mile of Ocean Front, One Incredible Real Estate Development

Multi-Billion Dollar Agreement Signed With Oman

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Message: Excerpts from the 10-K Report

Dear Omagine Shareholders,

Omagine, Inc. has today filed with the SEC its annual report on Form 10-K for the fiscal year ended December 31, 2011 (the “10-K Report”).

Please use the following link to review the complete text of the 10-K Report:

http://www.sec.gov/Archives/edgar/data/820600/000101376212000858/form10k.htm

See below in this posting for selected excerpts from the 10-K Report which we believe address recent posting inquiries from shareholders. These following excerpts do not purport to be complete and they are qualified in their entirety by reference to the complete text of the 10-K Report.

Regards,

AGORACOM

Excerpts from the 10-K Report:

The Omagine Project and the Omagine DA have received multiple Government approvals over the past several years including at least three (3) written approvals of the project from the Government. In July 2011, after many drafts and several years of negotiations, the Omagine Development Agreement was agreed by Omagine LLC and all required ministries of the Government the (“Final DA”). In September 2011, as requested by the Ministry of Tourism (“MOT”), Omagine LLC registered its new shareholders (see “Shareholder Agreement” below) with the Ministry of Commerce & Industry and, to the best knowledge and belief of the Company and its attorneys, no further barrier to signing the Final DA then existed.

In February 2011, the former Minister of Tourism, with whom the Company had the majority of its dealings regarding the DA, passed away. A new Minister of Tourism was appointed in March 2011 and was replaced in May 2011 by a third Minister of Tourism, His Excellency Abdulmalik Al-Khalili. Last month (March 2012), H.E. Abdulmalik was appointed as the Minister of Justice and he was replaced at MOT on March 1, 2012 by the present Minister of Tourism, His Excellency Ahmad bin Nasser Al Mehrzi.

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A meeting between Omagine and MOT senior staff was finally scheduled and on December 10, 2011, we met with the Director General for Planning at MOT, Mr. Mohamed Sinanni, (who was the primary MOT negotiator of the Omagine DA over the years), an MOT lawyer also heavily involved in the Omagine DA negotiations over the years, an adviser to the Minister, and the head of the Minister’s office.

Both Mr. Sinanni and the MOT lawyer were completely and entirely familiar with all the details of the Omagine Project, the years of DA negotiations, and with the Final DA. The head of the Minister’s office asked for a briefing on the Omagine Project and we referred him to Mr. Sinanni, the MOT lawyer and to the aforementioned Omagine DA Report which we had sent to the Minister 6 months earlier in June 2011. The MOT attendees at the meeting stated that they had not seen or read the Omagine DA Report so we again sent it to the head of the Minister’s office the following day (December 11, 2011).

At this December 10th meeting (i) Mr. Sinanni confirmed to all in attendance that the “Final DA” was indeed agreed in its entirety by the Government and by Omagine LLC, and (ii) the MOT lawyer stated that the Government and Omagine LLC would be signing the DA in a few weeks. The meeting was otherwise uneventful and we were asked to return to Oman in mid-January (later postponed by MOT to late January) in order to meet with H.E. Abdulmalik Al-Khalili and conclude. After several unsuccessful attempts to schedule a meeting, our attorneys wrote to H.E. Abdulmalik Al-Khalili on January 23, 2012. Our attorney’s letter to the Minister of Tourism stated in relevant part; “The Final DA combined with the numerous “approval letters” from the Government and other written and oral communications with and from the Government clearly and unequivocally demonstrate that a meeting of the minds has occurred between MOT and Omagine LLC with respect to the terms and conditions of the Final DA and we are concerned about the continued internal delays at MOT”.

Neither H.E. Abdulmalik Al-Khalili (the former Chairman of Bank Muscat and now the Minister of Justice) nor anyone from the Oman Government disputed this fact or objected to the fact that such an agreement and meeting of the minds regarding the Final DA had occurred. As of the date hereof (3 months after our attorney’s January letter and 9 months after the Final DA was agreed), the complete agreement to all the terms and conditions of the Final DA by all parties remains uncontested by the Government.

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During March 2012 and continuing through to the date of this report, we, our lawyers, and now a representative of Royal Court Affairs (“RCA”) have been in touch with the Under-Secretary of Tourism, Her Excellency Maitha Al Mahrooqiyah in order to arrange a meeting with Her Excellency, the Under-Secretary and the Omagine LLC shareholders. The purpose of the meeting is to determine the status of the Omagine DA, to update the Under-Secretary and to arrange a follow-on meeting with the new Minister, H.E. Ahmad bin Nasser Al Mehrzi with a view to determining a signing date for the DA. Management has been actively engaged with high level persons in both the Oman Government and the U.S. Government over the past many months in an effort to break the communications logjam with the MOT.

On April 11, 2012, a representative of Royal Court Affairs informed us that he had a telephone conversation that day with Her Excellency Maitha wherein Her Excellency informed the Royal Court Affairs’ representative: (i) that she has reviewed the Omagine DA and the Omagine Project; (ii) that MOT very much likes the project and believes it will be a good project for the Sultanate; and (iii) that there is no material problem and the only issue outstanding is that MOT wants to amend certain DA clauses in order to make the DA conform with new Government regulations including the new regulations regarding investor and consumer protection for home buyers. Her Excellency Maitha informed the RCA representative that MOT had drafted the changes to the affected DA clauses and sent them to the Ministry of Legal Affairs (“MOLA”) for a legal opinion and that MOT was awaiting a response from MOLA (the “MOLA Response”). When asked by the RCA representative when such MOLA Response was expected, Her Excellency informed the RCA representative that she had spoken to the Under-Secretary at MOLA just that morning (April 11); that she would continue to follow up with MOLA; that she was instructed by the new Minister of Tourism, His Excellency Ahmad Al Mehrzi, to prioritize and finalize the Omagine Project and DA; and that as soon as she received the MOLA Response she would contact the RCA representative to arrange a meeting with him and the Omagine staff to discuss the MOLA Response, finalize the DA, and arrange for a DA signing date. Her Excellency apologized to the RCA representative for not meeting with the Omagine staff earlier but explained that she is unable to discuss the matter fully until she receives the MOLA Response. In closing, the RCA representative again asked Her Excellency if there were any other issues outstanding other than the modification of the DA clauses pursuant to the MOLA Response to which she had referred. Her Excellency responded that no, there were no other issues outstanding; that Omagine is a good project for the country; that the new minister is urging her to finalize the Omagine DA; and that she only had to get the MOLA Response about the modified DA clauses.

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Although there have been extraordinary delays to date by the Government, now that the Final DA has been agreed and MOT has informed RCA that it is only awaiting the MOLA Response to MOT’s seemingly minor and immaterial changes to certain clauses in the Final DA, management continues to be cautiously optimistic that the Government will memorialize its agreement to the DA in a signed written document so that progress in the development of the Omagine Project may be facilitated.

Notwithstanding the foregoing however, management is unable at this time to definitively confirm that MOT’s proposed changes to certain DA clauses are indeed “minor and immaterial” as has been indicated to RCA by MOT, nor can we confirm that such proposed changes will or can be accepted by Omagine LLC. Indeed, past experience indicates that caution should be exercised in making any such assumptions until the written MOLA Response and/or the written documents proposing the modified DA clauses are delivered to us by MOT.

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The extraordinary location of the Omagine Site is universally recognized by local market participants and the significance to the Company of the provision of the Omagine Site to Omagine LLC is enormous. Irrespective of its future PIK valuation as an Omagine LLC capital investment (which valuation management expects to be substantial), the Omagine Site will be a primary driver of future Company revenue and the benefits to the Company derived from the PIK will be significant

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The land within the Omagine Site underlying such residences or commercial properties may be sold to the buyer of such residences or commercial properties and the freehold title to such land and properties may be transferred to such buyers at the closing of such sales transactions. As mentioned above, the value of the land constituting the Omagine Site is expected to have a positive effect on Omagine LLC’s revenue. Pursuant to the Final DA, Omagine LLC will pay the Government 25 Omani Rials (approximately $65) per square meter for the land it sells to third parties. Such payment is only made to the Government by Omagine LLC after the closing of the sale of such land and the receipt of payment by Omagine LLC from such third parties. At the present time, the average selling price for land at the Omagine Site is conservatively estimated by local real estate agents to be at least 250 Omani Rials (approximately $650) per square meter.

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The Rights Offering expired on March 30, 2012 and all unexercised Rights have expired. Record Shareholders exercised 1,014,032 Rights to purchase 1,014,032 Common Shares in the Rights Offering, including 48,119 Rights that were exercised pursuant to the over-subscription privilege. Total proceeds to the Company from the Rights Offering was $1,267,540 of which $731,639 was paid in cash and $535,901 was paid via the satisfaction of debt owed by the Company to Record Shareholders exercising such Rights. Of the 1,014,032 new shares issued pursuant to the Rights Offering, 585,311 of such shares were issued in exchange for the aforementioned $731,639 in cash and 428,721 of such shares were issued in exchange for the aforementioned satisfaction of $535,901 of Company debt constituting promissory notes for loans to the Company and accrued but unpaid salaries and expenses. Of the $535,901 of Company debt which was satisfied in the Rights Offering, $506,750 of such debt represented unpaid salaries, expenses and loans to the Company which were due and owing by the Company to officers and directors of the Company.

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As of March 27, 2012, the Registrant had 13,287,181 shares of Common Stock issued and outstanding and no shares of preferred stock issued or outstanding. As of the date of this report, the Company has outstanding 14,301,213 shares of Common Stock, 3,202,200 $5 Warrants, 3,202,200 $10 Warrants and no shares of preferred stock.

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The continuation of the Company’s operations is dependent upon its ability to secure financing for its operations until such time as the DA is signed, the Financing Agreement Date occurs, and Omagine LLC begins paying Omagine, Inc. the $10 million Success Fee and the approximately $9 million of Pre-Development Expenses.

The Company has relied to a great extent on the Standby Equity Distribution Agreements discussed below and on the proceeds from its recent Rights Offering and Warrant Distribution to provide financing for its previous and current activities. If the DA is signed, management is hopeful that the Warrants will provide a future source of additional financing.

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The Company has utilized the First SEDA, the Second SEDA and the proceeds from its recent Rights Offering to fund its operations to date and intends to continue to utilize the Second SEDA to fund its ongoing operations, as and if necessary. Management is hopeful that, when and if the Omagine Development Agreement is signed, that the 6,404,400 Warrants distributed in its recent Rights Offering and Warrant Distribution will thereafter become “in the money” and will be exercised, thereby providing the significant amount of capital necessary to fund the OMAG Final Equity Investment into Omagine LLC and a secured loan to Omagine LLC which will trigger the first Financing Agreement Date.

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Salvatore J. Bucchere served as an independent director of the Registrant from 2001 until his sudden and unexpected death last week on April 9, 2012. Mr. Bucchere’s services and wise counsel will be greatly missed by the Company and by its officers and directors. The Board of Directors wishes to express its heartfelt condolences to Mr. Bucchere’s wife and family on this very sad occasion of his untimely passing.

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