##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                      to
 Commission file number 000-51412
 Quintana Maritime Limited
  Republic of the Marshall Islands
    
    98-0453513(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 c/o Quintana Management LLC
Attention: Stamatis Molaris
Pandoras 13 & Kyprou Street
166 74 Glyfada
Greece
 011-30-210-898-6820
 þ o
  o þ o
 o þ




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##### 



TABLE OF CONTENTS
 FORM 10-Q
 PART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative
and Qualitative Disclosures about Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    27PART II. OTHER INFORMATION
    
    
    28Item 1. Legal Proceedings
    
    
    28Item 1A. Risk
Factors
    
    
    28Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds
    
    
    34Item 4. Submission
of Matters to a Vote of Security Holders
    
    
    35Item 6. Exhibits
    
    
    35SIGNATURES
    
    
    37CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
    
    
    39CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER
    
    
    40Certification Pursuant to Section 302 by CEOCertification Pursuant to Section 302 by CFOCertification Pursuant to Section 906 by CEOCertification Pursuant to Section 906 by CFO




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Quintana Maritime Limited
Unaudited Consolidated Balance Sheets
 June 30, 2006
    
    
    December 31, 2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    3,571,555
    
    
    $
    4,258,809Inventories
    
    
    1,270,050
    
    
    
    378,488Due from charterers, net
    
    
    2,380,054
    
    
    
    1,244,123Other receivables
    
    
    541,467
    
    
    
    479,735Prepaid expenses and other current assets
    
    
    851,017
    
    
    
    866,562Total current assets
    
    
    8,614,143
    
    
    
    7,227,717Property and equipment:Vessels, net of accumulated depreciation of
$23,176,669 and $11,309,344
    
    
    434,668,841
    
    
    
    446,474,869Advance for vessel acquisition
    
    
    73,500,000
    
    
    
    Other fixed assets, net of accumulated
depreciation of $139,817 and $58,739
    
    
    441,919
    
    
    
    384,247Total property and equipment
    
    
    508,610,760
    
    
    
    446,859,116Deferred financing costs, net of accumulated
amortization of $189,584 and $63,194
    
    
    1,897,911
    
    
    
    1,959,041Deferred time charter premium, net of
accumulated amortization of $1,495,371 and $439,815
    
    
    8,004,629
    
    
    
    9,060,185Deferred dry docking costs, net of accumulated
amortization of $519,751 and $279,865
    
    
    805,900
    
    
    
    919,556Total assets
    
    $
    527,933,343
    
    
    $
    466,025,615LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,053,866
    
    
    $
    1,473,592Sundry liabilities and accruals
    
    
    1,348,915
    
    
    
    3,412,759Deferred income
    
    
    990,213
    
    
    
    1,715,910Current portion of long term loan
    
    
    90,000,000
    
    
    
    Total current liabilities
    
    
    94,392,994
    
    
    
    6,602,261Long-term debt
    
    
    
    
    
    
    210,000,000Obligations
to private placement investors
    
    
    4,091,116
    
    
    
    Total
liabilities
    
    
    98,484,110
    
    
    
    216,602,26112%
Mandatorily Convertible Preferred stock, net of issuance cost and
obligations to private placement investors
    
    
    179,534,368
    
    
    
    Shareholders equity:Common stock
at $0.01 par value  100,000,000 shares
authorized, 24,148,242 and 23,846,742 shares
outstanding
    
    
    241,483
    
    
    
    238,468Additional paid-in capital
    
    
    257,158,098
    
    
    
    254,732,530Deferred stock-based compensation
    
    
    (6,587,340
    )
    
    
    (5,187,200
    )Accumulated deficit
    
    
    (897,376
    )
    
    
    (360,444
    )Total shareholders equity
    
    
    249,914,865
    
    
    
    249,423,354Total liabilities and shareholders equity
    
    
    527,933,343
    
    
    $
    466,025,615
  3




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##### Table of Contents



Quintana Maritime Limited
Unaudited Consolidated Income Statements
 Period From JanuaryThree Months Ended June 30,
    
    
    Six Months Ended
    
    
    13, 2005 to June2006
    
    
    2005
    
    
    June 30, 2006
    
    
    30, 2005Revenues:Time charter voyage revenue
    
    $
    18,980,745
    
    
    $
    7,262,910
    
    
    $
    39,892,032
    
    
    $
    7,262,910Revenue from charter operation
    
    
    1,597,486
    
    
    
    
    
    
    
    3,230,343
    
    
    
    Commissions
    
    
    (873,482
    )
    
    
    (285,369
    )
    
    
    (1,839,512
    )
    
    
    (285,369
    )Net revenue
    
    
    19,704,749
    
    
    
    6,977,541
    
    
    
    41,282,863
    
    
    
    6,977,541Expenses:Vessel operating expenses
    
    
    3,551,743
    
    
    
    1,403,340
    
    
    
    7,323,074
    
    
    
    1,403,340Voyage expenses
    
    
    1,112,496
    
    
    
    
    
    
    
    2,620,625
    
    
    
    General and administrative expenses
    
    
    2,454,784
    
    
    
    992,048
    
    
    
    4,491,664
    
    
    
    1,148,914Depreciation and amortization
    
    
    6,132,089
    
    
    
    1,898,352
    
    
    
    12,188,289
    
    
    
    1,898,352Total expenses
    
    
    13,251,112
    
    
    
    4,293,740
    
    
    
    26,623,652
    
    
    
    4,450,606Operating income
    
    
    6,453,637
    
    
    
    2,683,801
    
    
    
    14,659,211
    
    
    
    2,526,935Other expenses (income):Interest expense
    
    
    2,192,992
    
    
    
    1,621,639
    
    
    
    4,964,333
    
    
    
    1,621,639Interest income
    
    
    (89,982
    )
    
    
    (27,268
    )
    
    
    (129,212
    )
    
    
    (27,268
    )Finance costs
    
    
    63,195
    
    
    
    333,066
    
    
    
    126,390
    
    
    
    (333,066Foreign exchange losses and other, net
    
    
    113,491
    
    
    
    12,169
    
    
    
    155,685
    
    
    
    12,169Total other expenses
    
    
    2,279,696
    
    
    
    1,939,606
    
    
    
    5,117,196
    
    
    
    1,939,606Net income
    
    $
    4,173,941
    
    
    $
    744,195
    
    
    $
    9,542,015
    
    
    $
    587,329Earnings per common share:Basic
    
    $
    0.04
    
    
    $
    0.12
    
    
    
    0.27
    
    
    $
    0.09Diluted
    
    $
    0.04
    
    
    $
    0.12
    
    
    $
    0.27
    
    
    $
    0.09Weighted average shares outstanding:Basic
    
    
    23,387,822
    
    
    
    6,319,492
    
    
    
    23,367,942
    
    
    
    6,319,492Diluted
    
    
    24,002,462
    
    
    
    6,319,492
    
    
    
    23,925,032
    
    
    
    6,319,492
  4




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##### Table of Contents



Quintana Maritime Limited
Unaudited Consolidated Statements of Cash Flows
 Period fromSix Months Ended June
    
    
    January 13, 2005 to30, 2006
    
    
    June 30, 2005Cash flows from operating activities:Net income
    
    $
    9,542,015
    
    
    $
    587,329Adjustments to reconcile net income to net cash from
operating activities:Depreciation and amortization
    
    
    12,188,289
    
    
    
    1,898,352Amortization of deferred finance costs
    
    
    126,390
    
    
    
    320,363Amortization of time charter fair value
    
    
    1,055,556Stock-based compensation
    
    
    1,028,443Changes in assets and liabilities:Increase in inventories
    
    
    (891,562
    )
    
    
    (177,212
    )Increase in due from charterers ,net
    
    
    (1,135,931
    )
    
    
    (214,447
    )Increase in other receivables
    
    
    (61,732
    )
    
    
    (53,423
    )Decrease (Increase) in prepaid expenses and other
current assets
    
    
    15,545
    
    
    
    (492,054
    )Increase in accounts payable
    
    
    580,274
    
    
    
    2,044,313(Decrease) / Increase in sundry liabilities and accruals
    
    
    (2,063,844
    )
    
    
    947,982(Decrease) / Increase in deferred income
    
    
    (725,697
    )
    
    
    735,375Deferred dry-dock costs incurred
    
    
    (126,230
    )
    
    
    (1,202,266
    )Net cash from operating activities
    
    $
    19,531,516
    
    
    $
    4,394,312Cash flows from investing activities:Vessel acquisitions
    
    
    (61,297
    )
    
    
    (203,170,815
    )Advances for vessel acquisitions
    
    
    (73,500,000
    )
    
    
    (12,700,000
    )Purchases of property, plant and equipment
    
    
    (138,750
    )
    
    
    (236,640
    )Net cash used in investing activities
    
    $
    (73,700,047
    )
    
    $
    (216,107,455
    )Cash flows from financing activities:Proceeds from preferred stock issuance
    
    
    190,937,750
    
    
    
    Proceeds from long-term debt
    
    
    
    
    
    
    311,071,351Repayment of debt
    
    
    (120,000,000
    )
    
    
    (150,000,000
    )Prepaid offering expenses
    
    
    
    
    
    
    (1,046,859
    )Payment of financing costs
    
    
    (65,260
    )
    
    
    (4,550,520
    )Paid-in capital and common stock
    
    
    
    
    
    
    68,405,637Issuance of preferred stock cost
    
    
    (7,312,266
    )
    
    
    Dividends paid
    
    
    (10,078,947
    )
    
    
    Net cash from financing activities
    
    $
    53,481,277
    
    
    $
    223,879,609Net (decrease) / increase in cash and cash equivalents
    
    
    (687,254
    )
    
    
    12,166,466Cash and cash equivalents at beginning of period
    
    
    4,258,809
    
    
    
    Cash and cash equivalents at end of the period
    
    $
    3,571,555
    
    
    $
    12,166,466Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    7,266,774
    
    
    $
    1,091,480Deferred stock-based compensation
    
    $
    6,587,340
    
    
    
    
  5




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
 1. Basis of Presentation and General Information
 The Company
     Deadweight Tonnage
    
    
    
    
    
    DeliveryCompany
    
    Vessel
    
    Agreement Date
    
    (in metric tons)
    
    Built
    
    DateFearless Shipco LLC
    
    Fearless I
    
    February 18, 2005
    
    
    73,427
    
    
    
    1997
    
    
    April 11,2005King Coal Shipco LLC
    
    King Coal
    
    February 25, 2005
    
    
    72,873
    
    
    
    1997
    
    
    April 12,2005Coal Glory Shipco LLC
    
    Coal Glory
    
    March 21, 2005
    
    
    73,670
    
    
    
    1995
    
    
    April 13,2005Iron Man Shipco LLC
    
    Iron Man
    
    March 15, 2005
    
    
    72,861
    
    
    
    1997
    
    
    May 6, 2005Coal Age Shipco LLC
    
    Coal Age
    
    March 15, 2005
    
    
    72,861
    
    
    
    1997
    
    
    May 4, 2005Barbara Shipco LLC
    
    Barbara
    
    March 24, 2005
    
    
    73,390
    
    
    
    1997
    
    
    July 20, 2005Coal Pride Shipco LLC
    
    Coal Pride
    
    March 29, 2005
    
    
    72,600
    
    
    
    1999
    
    
    August 16, 2005Linda Leah Shipco LLC
    
    Linda Leah
    
    March 24, 2005
    
    
    73,390
    
    
    
    1997
    
    
    August 22, 2005Iron Beauty Shipco LLC
    
    Iron Beauty
    
    September 2, 2005
    
    
    165,500
    
    
    
    2001
    
    
    October 18, 2005Kirmar Shipco LLC
    
    Kirmar
    
    September 2, 2005
    
    
    165,500
    
    
    
    2001
    
    
    November 11, 2005Iron Vassilis Shipco LLC
    
    Iron Vassilis
    
    May 3, 2006
    
    
    82,000
    
    
    
    2006
    
    
    July 27, 2006Grain Express Shipco LLC
    
    Grain Express
    
    May 3, 2006
    
    
    76,466
    
    
    
    2004
    
    
    9/1/06  10/31/06*Iron Knight Shipco LLC
    
    Iron Knight
    
    May 3, 2006
    
    
    76,429
    
    
    
    2004
    
    
    9/1/06  1/10/07*Grain Harvester Shipco LLC
    
    Grain Harvester
    
    May 3, 2006
    
    
    76,417
    
    
    
    2004
    
    
    9/1/06  10/31/06*Iron Bradyn Shipco LLC
    
    Iron Bradyn
    
    May 3, 2006
    
    
    82,769
    
    
    
    2006
    
    
    August 2006*Iron Fuzeyya Shipco LLC
    
    Iron Fuzeyya
    
    May 3, 2006
    
    
    82,229
    
    
    
    2006
    
    
    August 2006*Iron Kalypso Shipco LLC
    
    Iron Kalypso
    
    May 3, 2006
    
    
    82,204
    
    
    
    2006
    
    
    September 2006*Ore Hansa Shipco LLC
    
    Ore Hansa
    
    May 3, 2006
    
    
    82,229
    
    
    
    2006
    
    
    September 2006*Santa Barbara Shipco LLC
    
    Santa Barbara
    
    May 3, 2006
    
    
    82,266
    
    
    
    2006
    
    
    August 2006*Iron Elizabeth Shipco LLC
    
    Iron Elizabeth
    
    May 3, 2006
    
    
    82,000
    
    
    
    2006
    
    
    August 2006*Iron Anne Shipco LLC
    
    Iron Anne
    
    May 3, 2006
    
    
    82,000
    
    
    **
    
    September 2006*Pascha Shipco LLC
    
    Pascha
    
    May 3, 2006
    
    
    82,300
    
    
    **
    
    December 2006*Iron Lindrew Shipco LLC
    
    Iron Lindrew
    
    May 3, 2006
    
    
    82,300
    
    
    **
    
    January 2007*Coal Gypsy Shipco LLC
    
    Coal Gypsy
    
    May 3, 2006
    
    
    82,300
    
    
    **
    
    December 2006*Coal Hunter Shipco LLC
    
    Coal Hunter
    
    May 3, 2006
    
    
    82,300
    
    
    **
    
    December 2006*Iron Brooke Shipco LLC
    
    Iron Brooke
    
    May 3, 2006
    
    
    82,300
    
    
    **
    
    March 2007*Iron Manolis Shipco LLC
    
    Iron Manolis
    
    May 3, 2006
    
    
    82,300
    
    
    **
    
    May 2007*
 
 *
    
    Expected delivery dates**
    
    Under construction 6




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
 1. Basis of Presentation and General InformationThe Company (continued)
   2. Significant Accounting Policies
 Basis of presentation
  Earnings/(loss) per share
  
    
    Restricted stock outstanding under the Companys 2005 Stock Incentive Plan
    
    Common shares issuable upon conversion of the Companys outstanding preferred stock
    
    Common shares issuable upon exercise of the Companys outstanding warrants
  7




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Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
 2.
Significant Accounting Policies  Earnings (loss) per share (continued)
  Six Months
    
    
    Period fromThree Months Ended June 30,
    
    
    Ended June 30,
    
    
    January 13, 20052006
    
    
    2005
    
    
    2006
    
    
    to June 30, 2005Net income
    
    $
    4,173,941
    
    
    $
    744,195
    
    
    $
    9,542,015
    
    
    $
    587,329Less: Preferred
stock dividend for
period from May 11,
2006 to May 30,
2006
    
    
    (1,209,263
    )
    
    
    
    
    
    
    (1,209,263
    )
    
    
    Less: Preferred
stock dividend for
period from May 30,
2006 to June 30,
2006
    
    
    (1,973,008
    )
    
    
    
    
    
    
    (1,973,008
    )
    
    
    Income available to
common shareholders
    
    $
    991,670
    
    
    $
    744,195
    
    
    $
    6,359,744
    
    
    $
    587,329
  Six Months
    
    
    Period fromThree Months Ended June 30,
   
    
    
    Ended June 30,
    
    
    January 13, 20052006
    
    
    2005
    
    
    2006
    
    
    to June 30, 2005Weighted average
common shares
outstanding, basic
    
    
    23,387,822
    
    
    
    6,319,492
    
    
    
    23,367,942
    
    
    
    6,319,492Weighted average
restricted stock
awards
    
    
    614,640
    
    
    
    
    
    
    
    557,090
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted average
common shares
outstanding,
diluted
    
    
    24,002,462
    
    
    
    6,319,492
    
    
    
    23,925,032
    
    
    
    6,319,492
 3. Advances for Vessel Acquisition
  8




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Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
 4. Deferred Charges
  Time CharterFinance Costs
    
    
    Drydocking
    
    
    Fair Value(in thousands)March 31, 2006
    
    $
    1,896
    
    
    $
    800
    
    
    $
    8,532Additions
    
    
    65
    
    
    
    126
    
    
    
    Amortization
    
    
    (63
    )
    
    
    (120
    )
    
    
    (527
    )June 30, 2006
    
    $
    1,898
    
    
    $
    806
    
    
    $
    8,005
 Iron Beauty
 5. Prepaid Expenses
  Description
    
    June 30, 2006
    
    
    December 31, 2005(in thousands)Prepaid insurance
    
    $
    557
    
    
    $
    700Other prepaid expenses and other
current assets
    
    
    294
    
    
    
    167Total
    
    $
    851
    
    
    $
    867
 6. Sundry Liabilities and Accruals
  Sundry Liabilities and Accruals
    
    June 30, 2006
    
    
    December 31, 2005(in thousands)Interest expense
    
    
    
    
    
    $
    2,302Other sundry liabilities and accruals
    
    $
    1,349
    
    
    
    1,111Total
    
    $
    1,349
    
    
    $
    3,413
 9




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
 7. Long-Term Debt
 Revolving Credit Facility
   10




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
 8. Related Party Transactions
     9. Commitments and Contingent Liabilities
  Amount(in thousands)July 1, 2006 to June 30, 2007
    
    $
    213July 1, 2007 to November 30, 2007
    
    
    91Total
    
    $
    304
 11




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
 9. Commitments and Contingent Liabilities (continued)
 Iron Vassilis
 DeliveryCompany
    
    Vessel
    
    Purchase Price
    
    
    DateIron Vassilis Shipco LLC
    
    Iron Vassilis
    
    $
    43,300,000
    
    
    July 27, 2006Grain Express Shipco LLC
    
    Grain Express
    
    
    39,600,000
    
    
    9/1/06  10/31/06*Iron Knight Shipco LLC
    
    Iron Knight
    
    
    41,400,000
    
    
    9/1/06  1/10/07*Grain Harvester Shipco LLC
    
    Grain Harvester
    
    
    41,000,000
    
    
    9/1/06  10/31/06*Iron Bradyn Shipco LLC
    
    Iron Bradyn
    
    
    45,900,000
    
    
    August 2006*Iron Fuzeyya Shipco LLC
    
    Iron Fuzeyya
    
    
    45,200,000
    
    
    August 2006*Iron Kalypso Shipco LLC
    
    Iron Kalypso
    
    
    45,200,000
    
    
    September 2006*Ore Hansa Shipco LLC
    
    Ore Hansa
    
    
    43,900,000
    
    
    September 2006*Santa Barbara Shipco LLC
    
    Santa Barbara
    
    
    43,600,000
    
    
    August 2006*Iron Elizabeth Shipco LLC
    
    Iron Elizabeth
    
    
    43,600,000
    
    
    August 2006*Iron Anne Shipco LLC
    
    Iron Anne
    
    
    43,300,000
    
    
    September 2006*Pascha Shipco LLC
    
    Pascha
    
    
    43,300,000
    
    
    December 2006*Iron Lindrew Shipco LLC
    
    Iron Lindrew
    
    
    43,200,000
    
    
    January 2007*Coal Gypsy Shipco LLC
    
    Coal Gypsy
    
    
    43,300,000
    
    
    December 2006*Coal Hunter Shipco LLC
    
    Coal Hunter
    
    
    43,100,000
    
    
    December 2006*Iron Brooke Shipco LLC
    
    Iron Brooke
    
    
    43,100,000
    
    
    March 2007*Iron Manolis Shipco LLC
    
    Iron Manolis
    
    
    43,000,000
    
    
    May 2007*Total cost
    
    
    
    $
    735,000,000Less 10% deposit
    
    
    
    
    (73,500,000
    )Total commitment
    
    
    
    $
    661,500,000
 
 *
    
    Expected delivery dates  10. Equity Offering
    12




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
 11. Cash Dividend
   12. Stock Incentive Plan
  Outstanding Restricted Stock
  WeightedNumber of
    
    Average FairShares
    
    Value Per ShareOutstanding at December 31, 2005
    
    
    558,750
    
    
    $
    10.39Granted
    
    
    
    
    
    
    Vested
    
    
    99,750
    
    
    $
    10.39Canceled or expired
    
    
    
    
    
    
    Outstanding at March 31, 2006
    
    
    459,000
    
    
    $
    10.39Granted
    
    
    301,500
    
    
    $
    7.85Vested
    
    
    7,250
    
    
    $
    9.69Canceled or expired
    
    
    
    
    
    
    Outstanding at June 30, 2006
    
    
    753,250
    
    
    $
    9.46
   13. Subsequent Events
 
    
    On July 7, 2006, the Company entered into an interest-rate swap transaction with Fortis
Bank (Nederland) N.V. (Fortis) on a variable notional amounts ranging from $295 million
to approximately $702 million, based on expected principal outstanding under the Companys
new revolving credit facility. Under the terms of the swap, the Company will make quarterly
payments to Fortis on the relevant notional amount at a fixed rate of 5.135%, and Fortis
will make quarterly floating-rate payments to the Company on the same notional amount. The
swap transaction effectively converts the Companys expected floating-rate interest
obligation under its new revolving credit facility to a fixed rate of 5.135%, exclusive of
margin due to its lenders. The swap is effective from July 1, 2006 to December 31, 2010. In
addition, Fortis has the option to enter into an additional swap with the Company effective
December 31, 2010 to December 31, 2014. Under the terms of the optional swap, the Company
will make quarterly fixed-rate payments of 5.00% to Fortis on
 13




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
 Note 13. Subsequent Events (continued)
 a notional amount of $504
million, and Fortis will make quarterly floating-rate payments to the Company on the same
notional amount.
    
    On July 12, 2006, the Company filed a Notice of Special Meeting and Proxy Statement with
the Securities and Exchange Commission on Schedule 14A, relating to a special meeting of
shareholders to be held on August 11, 2006. Shareholders of record on July 7, 2006 are
entitled to vote at the special meeting. At the special meeting, the shareholders will vote
on a proposal to:
 
    
    the conversion the Companys 12% Mandatorily Convertible Preferred Stock (the
Preferred Stock) sold in a private placement (the Private Placement) described in
this proxy statement into shares of the Companys common stock,
    
    the exercisability of the 8,182,232 Class A Warrants (the Warrants) sold in the
Private Placement to purchase shares of the Companys common stock, and
    
    the issuance of shares of the Companys common stock upon conversion of shares of
the Preferred Stock and the exercise of the Warrants.
 
    
    On July 19, 2006, the Company, together with its wholly owned subsidiaries, entered into
an 8.25 year, $735 million senior secured revolving credit facility, with Fortis Bank
N.V./S.A. as arranger. Borrowings under the facility bear interest at LIBOR + 0.85% until
December 31, 2010 and LIBOR + 1.10% thereafter. In addition, the Company bears a commitment
fee of 0.45% on the undrawn portion of the facility. The Companys fleet and earnings
thereon collateralize the facility. Available commitments under the facility are reduced
over the term of the facility beginning on specified dates. The facility contains financial
covenants and customary events of default. For a description of the facility, please see
Item 2  Managements Discussion and Analysis of Financial Condition and Results of
Operations  Liquidity and Capital Resources  New Revolving Credit Facility.
  
    
    On July 27, 2006, the Company took delivery of Iron Vassilisand paid the balance of the
purchase price of $39 million. The Company financed the purchase price with borrowings
under its new revolving credit facility.
    
    On August 4, 2006, the Company declared a cash dividend of $0.21 per common share. The
dividend will be payable on August 30, 2006 to shareholders of record on August 23, 2006.
In addition, the Company declared a cash dividend of equivalent to the 12% coupon on the
12% Mandatorily Convertible Preferred Stock with respect to the period from May 11 to May
30, 2006, or an aggregate preferred dividend of $1.2 million.
 14




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis of financial condition and results of operations should
be read in conjunction with our historical consolidated financial statements and the notes thereto
included elsewhere in this filing as well as in conjunction with our Annual Report on Form 10-K for
the year ended December 31, 2005.
 This discussion contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as
amended and the Private Securities Litigation Reform Act of 1995 and are intended to be covered by
the safe harbor provided for under these sections. These statements may include words such as
believe, estimate, project, intend, expect, plan, anticipate, and similar expressions
in connection with any discussion of the timing or nature of future operating or financial
performance or other events. Forward looking statements reflect managements current expectations
and observations with respect to future events and financial performance. Where we express an
expectation or belief as to future events or results, such expectation or belief is expressed in
good faith and believed to have a reasonable basis. However, our forward-looking statements are
subject to risks, uncertainties, and other factors, which could cause actual results to differ
materially from future results expressed, projected, or implied by those forward-looking
statements. The principal factors that affect our financial position, results of operations and
cash flows include, charter market rates, which have recently increased to historic highs, and
periods of charter hire, vessel operating expenses and voyage costs, which are incurred primarily
in U.S. dollars, depreciation expenses, which are a function of the cost of our vessels,
significant vessel improvement costs and our vessels estimated useful lives, and financing costs
related to our indebtedness. Our actual results may differ materially from those anticipated in
these forward looking statements as a result of certain factors which could include the following:
(1) changes in demand in the dry-bulk market, including changes in production of, or demand for,
commodities and bulk cargoes, generally or in particular regions; (2) greater than anticipated
levels of dry-bulk-vessel newbuilding orders or lower than anticipated rates of dry-bulk-vessel
scrapping; (3) changes in rules and regulations applicable to the dry-bulk industry, including
legislation adopted by international bodies or organizations such as the International Maritime
Organization and the European Union or by individual countries; (4) actions taken by regulatory
authorities; (5) changes in trading patterns significantly affecting overall dry-bulk tonnage
requirements; (6) changes in the typical seasonal variations in dry-bulk charter rates; (7) changes
in the cost of other modes of bulk commodity transportation; (8) changes in general domestic and
international political conditions; (9) changes in the condition of the Companys vessels or
applicable maintenance or regulatory standards (which may affect, among other things, our
anticipated drydocking costs); (10) and other factors listed from time to time in our filings with
the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended
December 31, 2005 and our Registration Statement on Form S-1 filed with the Securities and Exchange
Commission. We disclaim any intent or obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required under
applicable securities laws.
 Executive Overview
 General
  Acquisitions
 15




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##### Table of Contents



Iron Vassilis,
 Iron
Knight Iron Bradyn Grain Harvester
  Results of Operations
 Charters
  Second Quarter 2006
    16




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##### Table of Contents



Six Months Ended June 30, 2006
     Logistics Operations
  Three Months Ended June 30, 2006 Compared with Three Months Ended June 30, 2005
 Net Revenues
  Commissions and Other Voyage Expenses
   17




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##### Table of Contents



Vessel Operating Expenses
  General and Administrative Expenses
  Depreciation
  Time Charter Value Amortization
 Iron Beauty Iron Beauty Iron Beauty
 Drydocking
  18




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##### Table of Contents



Interest Expense
  Six Months Ended June 30, 2006 Compared with the Period from January 13, 2005 to June 30, 2005
 Net Revenues
  Commissions and Other Voyage Expenses
    Vessel Operating Expenses
  19




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##### Table of Contents



General and Administrative Expenses
  Depreciation
  Time Charter Value Amortization
 Iron Beauty Iron Beauty Iron Beauty
 Drydocking
  Interest Expense
  20




---



##### Table of Contents



Inflation
  Liquidity and Capital Resources
 Cash and Capital Expenditures
      Contractual Obligations and Commercial Commitments
 Existing Revolving Credit Facility
 General Iron Beauty Kirmar
 21




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##### Table of Contents



Fees and Interest.
  Term and Facility Limit.
  Prepayments.
  Guaranty; Security.
 Conditions.
 Financial Covenants.
 
    
    a ratio of total debt to total capitalization (each as defined in the credit
agreement) of no more than 0.65 to 1.00;
    
    minimum liquidity (including available borrowing capacity under the facility) on
the last day of each quarter of $525,000 per vessel;
    
    a ratio of EBITDA to cash interest expense (each as defined in the credit
agreement) of no less than 2.00 to 1.00 on a trailing four-quarter basis;
    
    the fair market value of collateral of at least 135% of outstanding loans and letter of credit; and
    
    consolidated net worth (as defined in the credit agreement) of at least 80% of $248.0 million.
 Restrictive Covenants.
 22




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##### Table of Contents



New Revolving Credit Facility
 General.
 Security.
 Interest.
 Commitment Fee.
 Repayment.
 Reduction 1
    
    $
    10,000,000Reductions 2 to 5
    
    $
    11,750,000Reductions 6 to 17
    
    $
    13,250,000Reductions 18 to 32
    
    $
    15,000,000
  Conditions.
 Financial Covenants.
 
    
    maintenance of fair market value of ship collateral equal to 115% of the outstanding
loans (until December 31, 2010) and 125% of the outstanding loans thereafter;
    
    maintenance of an interest coverage ratio of not less than 2.0 to 1;
    
    maintenance of a leverage ratio (total debt to market adjusted total assets) of no greater than 0.75 to 1;
    
    maintenance of market value adjusted net worth of at least $200,000,000; and
    
    maintenance of minimum liquidity (cash or time deposits plus available credit line) of
$550,000 per ship increasing to $741,000 per ship in 8 quarterly adjustments starting April
1, 2009.
 23




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##### Table of Contents



Restrictive Covenants.
 Use of Borrowings.
 Events of Default.
 Shelf Registration Statement
  Contractual Obligations
  One to
    
    Three
    
    MoreWithin One
    
    Three
    
    Years to
    
    Than FiveYear
    
    Years
    
    Five Years
    
    Years
    
    Total(in thousands)Revolving credit facility (1)
    
    $
    90,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    90,000Acquisition of vessels
    
    
    661,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    661,500Office lease(2)
    
    
    213
    
    
    
    91
    
    
    
    
    
    
    
    
    
    
    
    304Total
    
    $
    751,713
    
    
    
    91
    
    
    
    
    
    
    
    
    
    
    $
    751,804
 
 (1)
    
    The balance due under the revolving credit facility was repaid in full subsequent to the end
of the period.(2)
    
    Represents the U.S. Dollar equivalent of lease payments in Euros as calculated in accordance
with the rate of $1.27 to
1.00 as of
June 30, 2006. Such rate was $1.28 to
1.00 as of
July 31, 2006. Our office lease has a two-year term. Off-balance Sheet Arrangements
  Critical Accounting Policies
  Risks Related to our Business
 
    
    Because we are a new company with a limited operating history, we may be less successful
in implementing our business strategy than a more seasoned company.
    
    We cannot assure you that our board of directors will declare dividends.
    
    Our earnings may be adversely affected if we do not successfully employ our vessels on
medium- or long-term time charters or take advantage of favorable opportunities in the spot
market.
    
    We may have difficulty properly managing our planned growth through acquisitions of
additional vessels.
    
    We cannot assure you that we will be able to borrow further amounts under our revolving
credit facility, which we may need to fund the acquisition of additional vessels.
 24




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##### Table of Contents




    
    Restrictive covenants in our revolving credit facility impose, and any future debt
facilities will impose, financial and other restrictions on us.
    
    Servicing future indebtedness would limit funds available for other purposes, such as
the payment of dividends.
    
    Unless we set aside reserves for vessel replacement, at the end of a vessels useful
life our revenue will decline, which would adversely affect our cash flows and income.
    
    Purchasing and operating secondhand vessels may result in increased operating costs and
reduced fleet utilization.
    
    When our time charters end, we may not be able to replace them promptly or with profitable ones.
    
    Charterers may default on time charters that provide for above-market rates.
    
    Contracts of affreightment may result in losses.
    
    The international dry-bulk shipping industry is highly competitive, and we may not be
able to compete successfully for charters with new entrants or established companies with
greater resources.
    
    We may be unable to retain key management personnel and other employees in the shipping
industry, which may negatively impact the effectiveness of our management and results of
operations.
    
    Risks associated with operating oceangoing vessels could negatively affect our business
and reputation, which could adversely affect our revenues and stock price.
    
    The operation of dry-bulk carriers has certain unique operational risks.
    
    Our vessels may suffer damage and we may face unexpected costs, which could adversely
affect our cash flow and financial condition.
    
    The shipping industry has inherent operational risks that may not be adequately covered
by our insurance.
    
    If we acquire additional dry-bulk carriers and those vessels are not delivered on time
or are delivered with significant defects, our earnings and financial condition could
suffer.
    
    The aging of our fleet may result in increased operating costs in the future, which
could adversely affect our earnings.
    
    We may earn United States source income that is subject to tax, thereby reducing our
earnings.
    
    U.S. tax authorities could treat us as a passive foreign investment company, which
could have adverse U.S. federal income tax consequences to U.S. holders.
    
    The enactment of proposed legislation could affect whether dividends paid by us
constitute qualified dividend income eligible for a preferential rate of federal income
taxation.
    
    Because we expect to generate all of our revenues in U.S. dollars but may incur a
portion of our expenses in other currencies, exchange rate fluctuations could hurt our
results of operations.
    
    We depend upon a limited number of customers for a large part of our revenues and the
loss of one or more of these customers could adversely affect our financial performance.
    
    We are a holding company, and we depend on the ability of our subsidiaries to distribute
funds to us in order to satisfy our financial obligations and to make dividend payments.
    
    As we expand our business, we may need to improve our operating and financial systems
and will need to recruit suitable employees and crew for our vessels.
    
    The international dry-bulk shipping sector is extremely cyclical and volatile; these
factors may lead to reductions and volatility in our charter hire rates, vessel values and
results of operations.
    
    Charter hire rates in the dry-bulk sector are above historical averages and future
growth will depend on continued economic growth in the world economy that exceeds the
capacity of the growing world fleets ability to match it.
    
    We may not be able to draw down the full amount under our revolving credit facility if
the market value of our vessels declines.
    
    We may breach some of the covenants under our revolving credit facility if the market
price of our vessels, which are above historical averages, declines.
    
    Our substantial operations outside the United States expose us to political,
governmental and economic instability, which could harm our operations.
    
    Seasonal fluctuations in industry demand could adversely affect our operating results
and the amount of available cash with which we can pay dividends.
    
    We are subject to regulation and liability under environmental laws that could require
significant expenditures and affect our cash flow and net income.
 25




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##### Table of Contents




    
    We are subject to international safety regulations and the failure to comply with these
regulations may subject us to increased liability, may adversely affect our insurance
coverage and may result in a denial of access to, or detention in, certain ports.
    
    Maritime claimants could arrest one or more of our vessels, which could interrupt our
cash flow.
    
    Governments could requisition our vessels during a period of war or emergency, resulting
in a loss of earnings.
    
    Increased inspection procedures and tighter import and export controls could increase
costs and disrupt our business.
    
    An economic slowdown in Asia could have a material adverse effect on our business,
financial position and results of operations.
    
    World events could affect our results of operations and financial condition.
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
 Interest Rates
   Amount of Borrowings (in
    
    LIBOR lockmillions)
    
    rate
    
    Expiry Date103,000,000
    
    4.82%
    
    04/18/200637,000,000
    
    4.83%
    
    04/28/2006102,000,000
    
    4.90%
    
    05/16/2006
  Amount of Borrowings (in
    
    LIBOR lockmillions)
    
    rate
    
    Expiry Date63,000,000
    
    4.90%
    
    05/18/200637,000,000
    
    4,97%
    
    05/18/200610,000,000
    
    5.07%
    
    05/31/200690,000,000
    
    5.11%
    
    06/30/2006
   26




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##### Table of Contents



Currency and Exchange Rates
  
 Item 4. Controls and Procedures
   27




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  Legal Proceedings Related to Mr. Molaris
 
 
 Item 1A. Risk Factors
 Managements
Discussion and Analysis of Financial Condition and Results of Operations  Risk Factors.
 Risks Related to the Acquisition
 Our substantial debt levels may limit our flexibility in obtaining additional financing and in
pursuing other business opportunities.
  
    
    our ability to obtain additional financing, if necessary, for working capital, capital
expenditures, acquisitions or other purposes may be impaired or such financing may not be
available on favorable terms;
    
    we may need to use a substantial portion of our cash from operations to make principal
and interest payments on our debt, reducing the funds that would otherwise be available
for operations, future business opportunities and dividends to our shareholders;
    
    our debt level could make us more vulnerable than our competitors with less debt to
competitive pressures or a downturn in our business or the economy generally; and
    
    our debt level may limit our flexibility in responding to changing business and
economic conditions.
  28




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##### Table of Contents



As we expand our business, we may need to improve our operating and financial systems and expand
our commercial and technical management staff, and will need to recruit suitable employees and crew
for our vessels.
  Our acquisition of the new vessels is subject to a number of conditions, which may delay our
receipt of revenues.
  Delays in deliveries of newbuildings to be purchased in the Acquisition could materially and
adversely harm our operating results.
   
    
    work stoppages or other labor disturbances or other event that disrupts the operations of the shipbuilder;
    
    quality or engineering problems;
    
    changes in governmental regulations or maritime self-regulatory organization standards;
    
    lack of raw materials;
    
    bankruptcy or other financial crisis of the shipbuilder;
    
    a backlog of orders at the shipbuilder;
    
    hostilities, political or economic disturbances in the country where the vessels are being built;
    
    weather interference or catastrophic event, such as a major earthquake or fire;
    
    our requests for changes to the original vessel specifications;
    
    shortages of or delays in the receipt of necessary construction materials, such as steel;
    
    our inability to obtain requisite permits or approvals; or
    
    a dispute with the shipbuilder.
  29




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##### Table of Contents



Problems in deliveries of secondhand vessels to be purchased in the Acquisition could materially
and adversely affect our operating results.
  If we cannot complete the purchase of any of the vessels, we may use a portion of the proceeds of
the private placement for corporate purposes with which you may not agree.
  We cannot assure you that we will be able to borrow adequate amounts under our new revolving credit
facility.
  If the holders of our common stock do not approve the conversion, the warrants will not become
exercisable and we will not receive the proceeds of the exercise to pay a portion of the purchase
price of the Acquisition.
  Even if the holders of our common stock approve the conversion, warrant holders may not find
it in their interest to exercise the warrants and we may not receive the proceeds of the exercise
to pay a portion of the purchase price of the Acquisition.
 30




---



##### Table of Contents



Restrictive covenants in our new revolving credit facility impose financial and other
restrictions on us, including our ability to pay dividends.
  
    
    pay dividends if an event of default has occurred and is continuing under our new
revolving credit facility or if the payment of the dividend would result in an event of
default;
    
    incur additional indebtedness, including through the issuance of guarantees;
    
    change the flag, class or management of our vessels;
    
    create liens on our assets;
    
    sell our vessels without replacing such vessels or prepaying a portion of our loan;
    
    merge or consolidate with, or transfer all or substantially all our assets to, another person; or
    
    change our business.
  We will derive all of our revenues with respect to the Acquisition Fleet from one charterer, and
the loss of this charterer or any time charter or any vessel could result in a significant loss of
revenues and cash flow.
   
    
    the charterer fails to make charter payments to us;
    
    the vessel is off-hire for more than 20 days in any year for reasons other than
drydocking required to maintain a vessels status with its classification society; or
    
    we are unable to reach an agreement in advance with Bunge on the level of charter hire
to be paid to us within a specified daily hire rate range in any year.
  31




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##### Table of Contents



We initially will depend on Bunge, which is an agribusiness, for all of our revenues from the
Acquisition Fleet and therefore we are exposed to risks in the agribusiness market.
   
    
    Bunge is vulnerable to cyclicality in the oilseed processing industry.
    
    Bunge is vulnerable to increases in raw material prices.
    
    Bunge is subject to economic and political instability and other risks of doing business
globally and in emerging markets.
  Most of the Bunge charters provide for daily hire rates beginning in 2007 that are to be negotiated
within specified ranges, which may result in lower-than-expected revenues for certain vessels.
  We may sell one or more of the 17 drybulk vessels that we have agreed to purchase in the
Acquisition and forego any anticipated revenues and cash flows from operating any of the vessels we
sell.
  Risks Relating to the Preferred Stock and the Warrants
 We cannot assure you that our board of directors will declare dividends on the preferred stock
or common stock.
  32




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##### Table of Contents



If the holders of our common stock do not approve the conversion of the preferred stock for
shares of common stock, the shares of preferred stock will not convert into shares of common stock
and the warrants will not become exercisable to purchase shares of our common stock under any
circumstances.
   Future sales of our common stock may result in a decrease in the market price of our common
stock, even if our business is doing well.
   No public market exists for the units, the preferred stock or the warrants.
  33




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
        34




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##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders
  Proposal
    
    For
    
    Against/Withheld
    
    AbstentionsItem 1. Election of DirectorsCorbin J. Robertson, Jr.
    
    
    18,423,935
    
    
    
    3,588,379Stamatis Molaris
    
    
    21,942,278
    
    
    
    70,036Joseph R. Edwards
    
    
    18,423,935
    
    
    
    3,588,379Hans J. Mende
    
    
    21,942,278
    
    
    
    70,036Corbin J. Robertson III
    
    
    21,942,278
    
    
    
    70,036Gurpal Singh Grewal
    
    
    21,942,078
    
    
    
    70,236S. James Nelson, Jr.
    
    
    21,942,278
    
    
    
    70,036Peter Costalas
    
    
    21,942,278
    
    
    
    70,036Item 2. Ratification of
Deloitte
    
    
    21,810,116
    
    
    
    74,956
    
    
    
    127,242
 
 
 Item 6. Exhibits
 ExhibitNo.
    

Description3.1*
    
           Amended and Restated Articles of Incorporation3.2*
    
           Amended and Restated By-laws4.1*
    
           Form of Share Certificate4.2**
    
           Form of Unit Certificate4.3**
    
           Form of Preferred Stock Certificate4.4**
    
           Form of Warrant4.5**
    
           Statement of Designations4.6**
    
           Warrant Agreement10.1*
    
           Agreement Related to Credit Facility10.2*
    
           First Supplemental Agreement to US$262,456,000 Credit Facility10.3*
    
           Second Supplemental Agreement to US$262,456,000 Credit Facility10.4*
    
           Registration Rights Agreement10.5**
    
           Memorandum of Agreement for purchase of Bulk One10.6**
    
           Memorandum of Agreement for purchase of Bulk Two10.7**
    
           Memorandum of Agreement for purchase of Bulk Three10.8**
    
           Memorandum of Agreement for purchase of Bulk Four10.9**
    
           Memorandum of Agreement for purchase of Bulk Five10.10**
    
           Memorandum of Agreement for purchase of Bulk Six10.11**
    
           Memorandum of Agreement for purchase of Bulk Seven
 35




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##### Table of Contents



ExhibitNo.
    
    Description10.12**
    
           Memorandum of Agreement for purchase of Bulk Eight10.13**
    
           Memorandum of Agreement for purchase of Kamsarmax H.137310.14**
    
           Memorandum of Agreement for purchase of Kamsarmax H.137410.15**
    
           Memorandum of Agreement for purchase of Kamsarmax H.137510.16**
    
           Memorandum of Agreement for purchase of Kamsarmax H.139410.17**
    
           Memorandum of Agreement for purchase of Kamsarmax H.139510.18**
    
           Memorandum of Agreement for purchase of Kamsarmax H.135710.19**
    
           Memorandum of Agreement for purchase of Kamsarmax H.135810.20**
    
           Memorandum of Agreement for purchase of Kamsarmax H.139610.21**
    
           Memorandum of Agreement for purchase of Kamsarmax H.135910.22**
    
           Master Time Charter Party and Block Agreement dated November 21, 200510.23**
    
           Novation Agreement10.24*
    
           2005 Stock Incentive Plan10.25
    
           Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K filed January 13, 2006)10.26
    
           Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to
Current Report on Form 8-K filed January 13, 2006)10.27
    
           Revolving Credit Facility (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K
filed October 6, 2005)10.28
    
           Services Agreement between Quintana Maritime Limited and Quintana Minerals Corporation, dated as
of October 31, 2005 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed
November 3, 2005)31.1***
    
           Certification pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 by Chief Executive
Officer.31.2***
    
           Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.32.1****
    
           Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.32.2****
    
           Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.
 
 *
    
    Incorporated by reference to the Companys Registration Statement filed on Form S-1 (File No.
333-124576) with the Securities and Exchange Commission on July 14, 2005.**
    
    Incorporated by reference to Amendment No. 1 to the Companys Registration Statement filed on
Form S-1 (File No. 333-135309) with the Securities and Exchange Commission on July 21, 2006***
    
    Filed herewith****
    
    Furnished herewith 36




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##### Table of Contents



SIGNATURES
  QUINTANA MARITIME LIMITEDBy:
    
    /s/ Stamatis MolarisStamatis MolarisChief Executive Officer, President and Director(Principal Executive Officer)/s/ Paul J. CornellPaul J. CornellChief Financial Officer(Principal Financial Officer; Principal Accounting Officer)




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##### Table of Contents



Exhibit No.
    
    
    Description3.1*
    
    
    Amended and Restated Articles of Incorporation3.2*
    
    
    Amended and Restated By-laws4.1*
    
    
    Form of Share Certificate4.2**
    
    
    Form of Unit Certificate4.3**
    
    
    Form of Preferred Stock Certificate4.4**
    
    
    Form of Warrant4.5**
    
    
    Statement of Designations4.6**
    
    
    Warrant Agreement10.1*
    
    
    Agreement Related to Credit Facility10.2*
    
    
    First Supplemental Agreement to US$262,456,000 Credit Facility10.3*
    
    
    Second Supplemental Agreement to US$262,456,000 Credit Facility10.4*
    
    
    Registration Rights Agreement10.5**
    
    
    Memorandum of Agreement for purchase of Bulk One10.6**
    
    
    Memorandum of Agreement for purchase of Bulk Two10.7**
    
    
    Memorandum of Agreement for purchase of Bulk Three10.8**
    
    
    Memorandum of Agreement for purchase of Bulk Four10.9**
    
    
    Memorandum of Agreement for purchase of Bulk Five10.10**
    
    
    Memorandum of Agreement for purchase of Bulk Six10.11**
    
    
    Memorandum of Agreement for purchase of Bulk Seven10.12**
    
    
    Memorandum of Agreement for purchase of Bulk Eight10.13**
    
    
    Memorandum of Agreement for purchase of Kamsarmax H.137310.14**
    
    
    Memorandum of Agreement for purchase of Kamsarmax H.137410.15**
    
    
    Memorandum of Agreement for purchase of Kamsarmax H.137510.16**
    
    
    Memorandum of Agreement for purchase of Kamsarmax H.139410.17**
    
    
    Memorandum of Agreement for purchase of Kamsarmax H.139510.18**
    
    
    Memorandum of Agreement for purchase of Kamsarmax H.135710.19**
    
    
    Memorandum of Agreement for purchase of Kamsarmax H.135810.20**
    
    
    Memorandum of Agreement for purchase of Kamsarmax H.139610.21**
    
    
    Memorandum of Agreement for purchase of Kamsarmax H.135910.22**
    
    
    Master Time Charter Party and Block Agreement dated November 21, 200510.23**
    
    
    Novation Agreement10.24*
    
    
    2005 Stock Incentive Plan10.25
    
    
    Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K filed January 13, 2006)10.26
    
    
    Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to
Current Report on Form 8-K filed January 13, 2006)10.27
    
    
    Revolving Credit Facility (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K
filed October 6, 2005)10.28
    
    
    Services Agreement between Quintana Maritime Limited and Quintana Minerals Corporation, dated as
of October 31, 2005 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed
November 3, 2005)31.1***
    
    
    Certification pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 by Chief Executive
Officer.31.2***
    
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.32.1****
    
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.32.2****
    
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.
 
 *
    
    Incorporated by reference to the Companys Registration Statement filed on Form S-1 (File No.
333-124576) with the Securities and Exchange Commission on July 14, 2005.**
    
    Incorporated by reference to Amendment No. 1 to the Companys Registration Statement filed on
Form S-1 (File No. 333-135309) with the Securities and Exchange Commission on July 21, 2006***
    
    Filed herewith****
    
    Furnished herewith