Dear Shareholders:

The Company has filed an amended report on Form 10-K/A (the “Amended Filing”) to amend its annual report on Form 10-K for the fiscal year ended December 31, 2011 filed with the SEC on April 16, 2012 (the “Original Filing”). The Amended Filing amends the Original Filing in order to, among other things, include the Company’s audited financial statements for the fiscal year ended December 31, 2011 and update certain disclosures.

The Amended Filing speaks as of its filing date of May 17, 2012 and it updates information contained in the Original Filing to reflect material facts or events that have occurred subsequent to the date of the Original Filing.

Management referred us to the following excerpt from the amended report on Form 10-K/A filed on May 17, 2012:

Item 1. Business.

Products, Services, Marketing and Distribution

The Development Agreement

On April 29, 2012 we were informed by the RCA representative that he had spoken to Her Excellency and she stated that she had received the MOLA Response and had written a report to His Excellency Ahmad Al Mehrzi seeking his approval and that as soon as she received that approval 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. Once again the RCA representative 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 now that she had the MOLA Response about the modified DA clauses, she only had to get His Excellency Ahmad Al Mahrizi’s approval before meeting with us to finalize the DA.

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 has received the MOLA Response regarding the proposed changes to certain clauses in the Final DA, management continues to be cautiously optimistic that the Government will soon memorialize its agreement to the DA in a signed written document so that progress in the development of the Omagine Project may be facilitated.

Since the Final DA was approved by all parties in mid-2011, management is presently of the opinion that these multiple ministerial changes at the Ministry of Tourism undoubtedly had a delaying impact on the signing of the DA. Now that the MOLA Response has been received by MOT, management is hopeful that the allegedly minor changes to certain DA clauses will be resolved shortly.

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 we meet with MOT and receive the written documents proposing the modified DA clauses