Dear Shareholder,

The $5.00 and $10.00 Common Stock purchase Warrants were never set to expire December 31, 2012.

See below excerpted from the Company’s annual report, Amendment No. 1 on Form 10-K/A filed with the Securities and Exchange Commission on May 17, 2012. To view this filing in its entirety, please use this link:

http://sec.gov/Archives/edgar/data/820600/000101376212001178/form10ka.htm

Common Stock and Warrants

The stock ticker symbol for the Registrant's Common Stock is "OMAG". On December 29, 2009, the shareholders of Omagine, Inc. voted to (i) amend the Certificate of Incorporation of Omagine, Inc. to (a) effect a 1-for-100 reverse split ("Reverse Split"), (b) immediately thereafter, effect a 20-for-1 forward split ("Forward Split") (collectively, the "Stock Splits"), and (c) establish 50 million as the number of shares of Common Stock that Omagine, Inc. shall be authorized to issue subsequent to the Forward Split, and (ii) authorize a rights offering.

On February 24, 2012 the Company distributed 6,404,400 Common Stock purchase Warrants to its shareholders. Each shareholder received a number of Warrants exercisable for the purchase of one Common Share at an exercise price of $5.00 per share (the “$5 Warrants”) and an equal number of Warrants exercisable for the purchase of one Common Share at an exercise price of $10.00 per share (the “$10 Warrants”). Each such shareholder received one $5 Warrant and one $10 Warrant for every four Common Shares owned by such shareholder on February 24, 2012. A total of 3,202,200 $5 Warrants and 3,202,200 $10 Warrants were distributed. As of April 23, 2012, there were 6,404,400 Warrants issued and outstanding.

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The Warrants are redeemable by the Company at any time and at the Company’s sole discretion at a price of $0.001 per Warrant (the “Redemption Price”). Upon thirty days prior written notice to the holders of Warrants (“Warrant Holders”) specifying the Warrants to be redeemed and the date for such redemption by the Company (the “Redemption Date”), the Company may redeem such Warrants remaining unexercised on the Redemption Date at a Warrant Redemption Price of $0.001 per Warrant. The Redemption Price shall be paid in cash by the Company to the relevant Warrant Holders and such Warrants shall not be deemed to be outstanding for any purpose whatsoever after the Redemption Date. The Redemption Date shall be at least thirty (30) days subsequent to the aforesaid written notice to Warrant Holders and it shall also be the date on which a Warrant Holder's right to exercise Warrants being redeemed shall terminate. The Warrants to be redeemed may be exercised by Warrant Holders at any time prior to the Redemption Time.

The Warrants are exercisable at the option of the Warrant Holder at any time up until 5 p.m. Eastern Time in the United States on the earlier of (a) December 31, 2013 (the “Warrant Expiration Date”), or (b) the Redemption Date provided that no person, who on February 24, 2012 owned less than (a) 4.99% or (b) 9.99% of the Common Shares, may exercise a number of Warrants which would thereby cause such person to acquire, together with its affiliates, beneficial ownership of (a) 4.99% or more, or (b) 9.99% or more of the Common Shares. A Warrant Holder may exercise the purchase rights represented by a Warrant, in whole or in part, by surrendering the properly executed Warrant Certificate(s) at the Warrant transfer agent’s office in New York City, New York or at the principal office of the Company in New York City, New York, and by paying the Company by certified or cashier’s check the aggregate Exercise Price for the Common Shares being purchased (the “Warrant Payment”).

Notwithstanding the foregoing, no Warrants will be exercisable and we will not be obligated to issue any Common Shares issuable upon the exercise of such Warrants unless (i) at the time the Warrant Holder thereof seeks to exercise such Warrant, we have a registration statement under the Securities Act in effect covering the Common Shares issuable upon the exercise of such Warrant and a current prospectus relating to our Common Stock, and (ii) the Common Shares issuable upon such exercise have been registered or qualified or deemed to be exempt from registration under the securities laws of the state of residence of such Warrant Holder. If a Warrant Holder who on February 24, 2012 owned less than (a) 4.99% or (b) 9.99% of the Common Shares seeks to exercise Warrants, and such proposed exercise would cause such Warrant Holder to acquire, together with its affiliates, beneficial ownership of (a) 4.99% or more, or (b) 9.99% or more, respectively, of the Common Shares, then, in such an event, such proposed exercise shall be effected by the Company for the maximum number of Warrants resulting in the beneficial ownership of the maximum number of whole shares by such Warrant Holder which fails to meet the above stated applicable limitation for such Warrant Holder.

The Warrants do not contain any anti-dilution provisions and may be exercised only for full shares of Common Stock. The Warrant Exercise Price and the number of shares of Common Stock that the Company must issue upon exercise of the Warrants shall not be subject to adjustment for any reason, including but not limited to, any combinations or subdivisions of Common Stock or any dividend, reclassification, reorganization, merger or spin off. Warrant Holders do not have any voting or other rights as a stockholder of our Company by virtue of being a Warrant Holder.

The Warrants are transferrable and a Warrant Holder may transfer all or part of the Warrants (but no fractional Warrants) at any time on the books of the Company upon surrender of the Warrant Certificate(s), properly endorsed. Upon such surrender, the Company shall issue and deliver to the transferee a new Warrant Certificate representing the Warrants so transferred. Upon any partial transfer, the Company shall issue and deliver to the Warrant Holder a new Warrant Certificate representing the Warrants not so transferred. The Company intends to list the Warrants for quotation and trading on the Over-the-Counter Bulletin Board. We expect the Warrants to trade on the Over-the-Counter Bulletin Board under symbols to be assigned by the Financial Industry Regulatory Authority (“FINRA”). We cannot, however, give any assurance that they will be quoted or traded on the Over-the-Counter Bulletin Board or on any securities exchange until such listing is approved and such symbols are assigned by FINRA.

The Company filed a registration statement with the Securities and Exchange Commission (“SEC”) to register the Warrants and the Common Stock underlying the Warrants and the SEC declared such registration statement effective as of February 13, 2012. The Company presently intends to maintain the effectiveness of such registration statement until the earlier of the Warrant Expiration Date or the Redemption Date.

The person entitled to receive the shares of Common Stock issuable upon any exercise of the purchase rights represented by the Warrants, shall be treated for all purposes as the holder of such shares of record as of the close of business on the date of exercise.

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During the period within which the Warrants may be exercised, the Company shall at all times have authorized and reserved for issuance enough shares of its Common Stock for the full exercise of the purchase rights represented by the then unexercised Warrants. If the Company dissolves, liquidates or winds up its business before the exercise, expiration or redemption of the Warrants, any Warrant Holder shall be entitled, upon exercising its Warrants, to receive in lieu of the shares of Common Stock receivable upon such exercise, the same kind and amount of assets as would have been issued, distributed or paid to such Warrant Holder upon any such dissolution, liquidation or winding up with respect to such Common Shares, had such Warrant Holder been the holder of record on the record date for the determination of those entitled to receive any such liquidating distribution or, if no record is taken, upon the date of such liquidating distribution. The Warrants are governed by and shall be construed and enforced in accordance with the laws of the State of New York.