Omagine annual report on Form 10-K
posted on
Apr 15, 2011 01:29PM
Multi-Billion Dollar Agreement Signed With Oman
Dear Omagine Investors,
Please be informed that Omagine has filed their annual report on Form
10-K today with the SEC for the period ended December 31, 2010.
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://sec.gov/Archives/edgar/data/820600/000082060011000003/tenk_2010.txt
Regards,
AGORACOM
====================================================
Excerpts:
Shareholder Agreement:
Extensive discussions and negotiations among the 3 new Omagine
LLC investors (the “New Shareholders”) and their respective
attorneys and Omagine, Inc. and its attorneys took place between
January 2011 and the date of this report. The New Shareholders
are (i) RCA, (ii) CCC-Panama and (iii) CCC-Oman. 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 shortly after the date of this report. The
following discussion and all references in this report to “the
Shareholder Agreement” assumes that the Shareholder Agreement
will be signed by all the parties thereto. Notwithstanding the
foregoing sentence or any reference in this report to the
Shareholder Agreement, no assurance can be given at the present
time that the Shareholder Agreement will actually be signed by
the parties thereto.
======================================
The final percentage ownership result as specified in the
Shareholder Agreement is as follows:
Omagine, Inc. 60%
RCA 25%
CCC-Panama 10%
CCC-Oman 5%
and subsequent to the cash investments into Omagine LLC being
made by the above shareholders, the capital of Omagine LLC
(exclusive of any capital increase resulting from the valuation
of the PIK) will be 26,988,125 Omani Rials (approximately $70
million U.S. dollars).
======================================
Development Agreement:
On June 9, 2010 the Ministry of Tourism of the Sultanate of Oman
(“MOT”) approved the proposed Development Agreement between the
Government and Omagine LLC. In October 2010 the proposed
Development Agreement was approved by the Ministry of Finance of
the Sultanate of Oman (“MOF”).
The final step in the Government approval process is the review
of the DA by the Ministry of Legal Affairs (“MOLA”). Omagine LLC
and its attorneys have now received from the MOT the comments
made by MOLA to MOT on the DA. Omagine LLC has responded to MOT
regarding the MOLA comments. MOT has now informed Omagine LLC in
writing (the “MOT Transmittal”) that all matters are now
finalized and has requested that we provide MOT with a 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.
======================================
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 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.
==================================================