8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
August 24, 2005

QUINTANA MARITIME LIMITED

(Exact name of registrant as specified in its charter)

Marshall Islands
(State or other jurisdiction of
incorporation or organization) 000-51412
(Commission
File Number) 98-0453513
(IRS Employer
Identification No.)

Quintana Maritime Limited
c/o Quintana Management LLC
Pandoras 13 & Kyprou Street
166 74 Glyfada
Greece
(Address of principal executive office)

011-30-210-898-5056
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement

     On August 24, 2005, the Compensation, Nominating & Governance Committee of the Board of Directors of Quintana Maritime Limited (the “Company”) granted awards of phantom stock and restricted stock under the 2005 Stock Incentive Plan to its directors, named executive officers, and other employees and consultants. The grants were awarded half as phantom stock and half as restricted stock and will vest between February 2006 and February 2009. The directors and named executive officers listed below received the following grants:

Name	Position	Shares awarded
Stamatis Molaris	Chief Executive Officer,		110,000
	President, and Director
Nikos Frantzeskakis	Chief Commercial Officer		55,000
Paul J. Cornell	Chief Financial Officer		55,000
Steve Putman	Vice President, General		36,000
	Counsel, and Secretary
Corbin J. Robertson, Jr.	Chairman of the Board		12,000
Corbin J. Robertson III	Director		12,000
Joseph R. Edwards	Director		12,000
Hans J. Mende	Director		12,000
Gurpal Singh Grewal	Director		12,000
S. James Nelson	Director		12,000

All the awards were granted under agreements substantially in the forms attached as exhibits to this Form 8-K.

ITEM 2.02 Results of Operations and Financial Condition

     In accordance with General Instruction B.2. of Form 8-K, the following information and the exhibits referenced therein is being furnished pursuant to Item 2.02 of Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

     On August 24, 2005, the Company announced via press release its earnings and operating results for the second quarter of 2005. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

ITEM 5.02 Election of Directors; Appointment of Principal Officers

     S. James Nelson was elected as a director of the Company on August 24, 2005. In addition, he was named to the Audit Committee as its Chairman and to the Compensation, Nominating & Governance Committee.

     In addition, Steve Putman, was appointed as Vice President, General Counsel, and Secretary of the Company on August 24, 2005. The Company included the announcement of the additions of Mr. Nelson and Mr. Putman in the press release attached hereto as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits

10.1	Form of Phantom Stock Grant Agreement.
10.2	Form of Restricted Stock Grant Agreement.
99.1	Press release dated August 24, 2005

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

QUINTANA MARITIME LIMITED
By:	/s/ Steve Putman
	Steve Putman
	Vice President and General Counsel

Dated: August 25, 2005

EXHIBIT INDEX

Exhibit
Number		Description
10.1	—	Form of Phantom Stock Grant Agreement.
10.2	—	Form of Restricted Stock Grant Agreement.
99.1	—	Press release dated August 24, 2005

EX-10.1

Exhibit 10.1

PHANTOM STOCK AGREEMENT

     THIS PHANTOM STOCK AGREEMENT (this “Agreement”) is made as of ___, 200___ (“Grant Date”), between QUINTANA MARITIME LIMITED, a Marshall Islands company (the “Company”), and ___(“Employee”). The parties agree as follows:

     1. Award of Phantom Shares. Pursuant to the QUINTANA MARITIME LIMITED 2005 STOCK INCENTIVE PLAN, as amended (the “Plan”), the Company hereby awards to Employee a total of ___phantom shares of the Company (the “Phantom Shares”), subject to the following terms and restrictions. Employee acknowledges receipt of a copy of the Plan, and agrees that this award of Phantom Shares shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof. In the event of any conflict between the terms of this Agreement and the Plan, the Plan shall control. The Plan is incorporated herein by reference as a part of this Agreement.

     2. Vesting and Forfeiture of Phantom Shares.

     The Phantom Shares shall vest in accordance with Exhibit A to this Agreement, provided that Employee has been continuously employed by the Company from the date of this Agreement through the applicable vesting date. Notwithstanding the foregoing, all unvested Phantom Shares shall become fully vested on the date Employee’s employment with the Company is terminated by reason of death or “Disability” (which shall mean that Employee has become disabled within the meaning of section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), and any regulations or administrative guidance issued thereunder).

     In the event of the termination of Employee’s employment with the Company for any reason other than death or Disability, Employee shall, for no consideration, forfeit to the Company all unvested Phantom Shares.

     3. Payment of Vested Phantom Shares. As soon as reasonably practicable after each vesting date, the Company shall pay Employee with respect to the Phantom Shares that become vested on such date, if any, an amount of cash equal to the product of: (a) the Company’s required tax withholding rate and (b) the fair market value of the shares then vested. The fair market value means the average of the last reported sales prices for the 20 consecutive Trading Days before the date in question. The last reported sales price for each day shall be the last reported sale price regular way on the Nasdaq National Market or any other national securities exchange on which the shares are listed. In the event there is no sale of shares on the Nasdaq National Market or any other national securities exchange on which the Units are listed for the 20 consecutive Trading Days preceding such date, the determination of fair market value shall be made in good faith by the Committee. As used herein, the term “Trading Days” with respect to Units means if the Units are listed or admitted for trading on the Nasdaq National Market or any national securities exchange, days on which the Nasdaq National

Market or such national securities exchange is open for business. Notwithstanding the foregoing however, any payment of cash to Employee may not be made pursuant to this Agreement prior to the first day such payment would not be subject to the additional tax imposed by Section 409A of the Code.

     4. Nontransferability of Phantom Shares. Employee may not sell, transfer, pledge, exchange, hypothecate or dispose of the Phantom Shares, other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order.” A breach of these terms of this Agreement shall cause a forfeiture of the Phantom Shares.

     5. Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, a parent or subsidiary corporation (as defined in section 424 of the Code) of the Company, or any successor corporation. Nothing in the adoption of the Plan, nor the award of Phantom Shares thereunder pursuant to this Agreement, shall confer upon Employee the right to continued employment by the Company or affect in any way the right of the Company to terminate such employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, Employee’s employment by the Company shall be on an at-will basis, and the employment relationship may be terminated at any time by either Employee or the Company for any reason whatsoever, with or without cause. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, and its determination shall be final.

     6. Amendment. Except as provided below, this Agreement may not be modified in any respect by any verbal statement, representation or agreement made by Employee or by any employee, officer, or representative of the Company or by any written agreement unless signed by Employee and by an officer of the Company who is expressly authorized by the Company to execute such document. Notwithstanding anything in the Plan, this Agreement or any employment and/or severance agreement between the Company and Employee to the contrary, if the Committee determines that the terms of this grant do not, in whole or in part, satisfy the requirements of Section 409A of the Code, the Committee, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with such section and any regulations or administrative guidance issued thereunder.

     7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee.

     8. Controlling Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Marshall Islands, without regard to conflicts of laws principles thereof.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, all as of the date first above written.

QUINTANA MARITIME LIMITED
 

By:  

Name:  

Title:  

EMPLOYEE:

[Name of Employee]  

EX-10.2

Exhibit 10.2

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of ___, 200___, between QUINTANA MARITIME LIMITED, a Marshall Islands company (the “Company”), and ___(the “Employee”). The parties agree as follows:

     1) Award. Pursuant to the QUINTANA MARITIME LIMITED 2005 STOCK INCENTIVE PLAN (the “Plan”), as of the date of this Agreement, ___shares (the “Restricted Shares”) of the Company’s common stock shall be issued as hereinafter provided in the Employee’s name subject to certain restrictions thereon. The Restricted Shares shall be issued upon acceptance hereof by Employee and upon satisfaction of the conditions of this Agreement. The Employee acknowledges receipt of a copy of the Plan and agrees that this award of Restricted Shares shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof.

     2) Restricted Shares. The Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

     a) Forfeiture Restrictions. The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions, and in the event of termination of the Employee’s employment with the Company for any reason other than as provided in Section 2(b), the Employee shall, for no consideration, forfeit to the Company all Restricted Shares then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Restricted Shares to the Company upon termination of employment are herein referred to as the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Shares.

     b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that the Employee has been continuously employed by the Company from the date of this Agreement through the lapse date:

	Number
	of Restricted Shares Granted
	as to Which
Date	Forfeiture Restrictions Lapse
_________		—%
_________		—%
_________		—%
_________		—%
_________		—%
_________		—%

Notwithstanding the foregoing, if the Employee’s employment with the Company is terminated by reason of his death or disability (within the meaning of section 22(e)(3) of the Code), the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions.

     2. Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions). The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired (except with regard to a “qualified domestic relations order”), and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. The certificate shall contain an appropriate endorsement reflecting the Forfeiture Restrictions. The certificate shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. On the date of this Agreement, the Employee shall, if required by the Committee, deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares.

     3. Corporate Acts. The existence of the Restricted Shares shall not affect in any way the right or power of the Board of Directors of the Company or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. The prohibitions of Section 2(a) hereof shall not apply to the transfer of Restricted Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Shares for all purposes of this Agreement and the certificates representing such stock, securities or other property shall be legended to show such restrictions.

     4. Withholding of Tax and Tax Elections. To the extent that the receipt of the Restricted Shares or the lapse of any Forfeiture Restrictions results in compensation income or wages to the Employee for federal, state, or local income tax purposes, the Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of

money as the Company may require to meet its obligation under applicable tax laws or regulations. The Employee may elect with respect to this Agreement to surrender or authorize the Company to withhold shares of stock of the Company (valued at their Fair Market Value on the date of surrender or withholding of such shares) to satisfy any tax required to be withheld by reason of compensation income resulting under this Agreement. An election pursuant to the preceding sentence shall be referred to herein as a “Stock Withholding Election.” All Stock Withholding Elections shall be made by written notice to the Company at its principal executive office addressed to the attention of the Secretary. The Employee may revoke such election by delivering to the Secretary written notice of such revocation prior to the date such election is implemented through actual surrender or withholding of shares of stock of the Company. If the Employee fails to pay the required amount to the Company or fails to make a Stock Withholding Election, the Company is authorized to withhold from any cash remuneration or stock remuneration, including withholding any Restricted Shares distributable to the Employee under this Agreement, then or thereafter payable to the Employee any tax required to be withheld by reason of compensation income resulting under this Agreement or the disposition of Restricted Shares acquired under this Agreement.

If the Employee makes the election authorized by section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), the Employee shall submit to the Company a copy of the statement filed by the Employee to make such election.

     5. Status of Stock. The Employee agrees that the Restricted Shares issued under this Agreement will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. The Employee also agrees that (i) the certificates representing the Restricted Shares may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the Restricted Shares on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, of any applicable securities law, and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.

     6. Employment Relationship. For purposes of this Agreement, the Employee shall be considered to be in the employment of the Company as long as the Employee remains an employee of either the Company, a parent or subsidiary corporation (as defined in section 424 of the Code) of the Company. Nothing in the adoption of the Plan, nor the award of the Restricted Shares thereunder pursuant to this Agreement, shall confer upon the Employee the right to continued employment by the Company or affect in any way the right of the Company to terminate such employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, the Employee’s employment by the Company shall be on an at-will basis, and the employment relationship may be terminated at any time by either the Employee or the Company for any reason whatsoever, with or without cause. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, and its determination shall be final.

     7. Notices. Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of the Employee, such notices or communications shall be effectively delivered if hand delivered to the Employee at his principal place of employment or if sent by registered or certified mail to the Employee at the last address the Employee has filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered if sent by registered or certified mail to the Company at its principal executive offices.

     8. Amendment. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by the Employee or by any employee, officer, or representative of the Company or by any written agreement unless signed by the Employee and by an officer of the Company who is expressly authorized by the Company to execute such document.

     9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under the Employee.

     10. Controlling Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Marshall Islands, without regards to conflicts of laws principles.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Employee has executed this Agreement, all as of the date first above written.

QUINTANA MARITIME LIMITED

By:

Name:

Title:

EMPLOYEE

[Name of Employee]

EX-99.1

Exhibit 99.1

Quintana Maritime Limited
Pandoras 13 & Kyprou Street
166 74 Glyfada
Greece

NEWS RELEASE

QUINTANA MARITIME LIMITED

REPORTS SECOND QUARTER 2005 RESULTS

Records profits in first quarter since it commenced operations in April 2005
and declares a dividend of $0.05 per share

ATHENS, Greece — August 24, 2005 — Quintana Maritime Limited (NASDAQ: QMAR) today announced operating results for the second quarter ended June 30, 2005. Quintana reported a profit of $744,195 in the first quarter of its fleet’s operation.

The Company was incorporated in the Marshall Islands on January 13, 2005 and began operations on April 12, 2005. The initial public offering of 16.7 million common shares was completed on July 14, 2005, raising net proceeds of approximately $178 million. On August 17, 2005 the underwriters partially exercised their over-allotment option, raising an additional $2.9 million in net proceeds. The Company used $161.1 million from the proceeds to fully repay its outstanding debt as of June 30, 2005. The remaining proceeds were utilized to partially fund the delivery of three additional vessels.

For the second quarter of 2005 the Company reported net income of $744,195, or $0.12 per diluted share, on time-charter revenues of $7.0 million net of commissions. The weighted average number of diluted shares used in the computations was 6,319,492. EBITDA for the quarter was $4.6 million. All of Quintana’s bulkers delivered in the second quarter were deployed on time charters from delivery throughout the remainder of the second quarter, earning an average time charter equivalent rate of approximately $25,400 per day.

From inception to June 30, 2005, Quintana reported net income of $587,329, or $0.09 per diluted share. The weighted average number of diluted shares used in the computations was 6,319,492. EBITDA from inception to June 30, 2005 was $4.4 million. Net revenues from vessels for the period from inception were also $7.0 million as there were no revenues in the first quarter.

Stamatis Molaris, President and Chief Executive Officer of Quintana Maritime Limited commented, “We are pleased with our achievement of posting profitable results for the first half of 2005 during a period that we were building our company and acquiring our fleet. At the same time we made huge progress in positioning the company

for future success by securing long-term time-charter employment for most of our acquired ships. During the second quarter, Quintana continued to successfully implement its time-charter philosophy which we expect to provide a stable platform and enhance its earnings and shareholder return. “

The following key indicators serve to highlight the Company’s financial and operating performance during the second quarter:

Quintana Maritime Limited
Key Indicators
(In U.S. Dollars per day, unless otherwise stated)

	Three months
	ended
	June 30, 2005(1)
Average no of ships during the period		3.9
Total Ownership days		354
Total Operating days		286
Utilization		80.8	%
TCE per ship		25,395
Net daily revenue per ship		24,397
Vessel operating expenses per ship		(3,633	)
Daily Fees paid to third party manager		(331	)
Vessel overhead burden per ship		(2,802	)

⁽¹⁾ Please see Glossary of Terms on page 12 for definitions of the items.

Mr. Molaris stated, “We believe that our daily operating costs per ship are lower than the industry average which gives us a competitive advantage. The set-up of the office and the pre-operating expenses increased our general and administrative expenses which, when, coupled with the fact that we had not taken delivery of our full fleet, resulted in a high daily overhead burden on a per-vessel basis. In addition, the planned dry docking repairs of two out of the five vessels delivered during the quarter diluted the utilization of our fleet.”

Fleet Report

Quintana’s fleet currently consists of 8 modern Panamax bulkers with an average age of eight years and a total carrying capacity of approximately 585,100 dwt. (Please refer to the table below showing Quintana’s fleet profile.)

Mr. Molaris continued, “Quintana’s modern fleet gives us a strong competitive advantage. Our fleet in terms of size and modernity positions Quintana amongst the large Panamax players in the dry bulk market. This fleet allows us to adhere to stringent safety and environmental standards and deliver a superior product to our customers.”

Vessel		Type		Dwt		Year Built		Age (in years)			Delivered to QMAR
Fearless 1			Panamax		73,427		1997		8			4/11/2005
King Coal			Panamax		72,873		1997		8			4/12/2005
Coal Glory			Panamax		73,670		1995		10			4/13/2005
Coal Age			Panamax		72,861		1997		8			5/4/2005
Iron Man			Panamax		72,861		1997		8			5/6/2005
Fleet on 6/30/2005					365,692
Barbara			Panamax		73,390		1997		8			7/21/2005
Coal Pride			Panamax		72,600		1999		6			8/16/2005
Linda Leah			Panamax		73,390		1997		8			8/22/2005
Fleet on 8/24/2005	8		Vessels		585,072				8	years average

Time Charter Coverage

Taking into consideration the entire fleet of 8 vessels, we estimate that just over 90% of the fleet’s net operating days for the remaining half of 2005 and 55% of the fleet’s net operating days for 2006 are currently secured, equivalent to $25.3 million and $36.1 million in revenues, respectively. For 2007, 49% of the fleet’s net operating days have already been secured, equivalent to $31.3 million. (Please refer to relevant table below, which only reflects current charters.)

	2Q05		3Q05		4Q05		1Q06		2Q06		3Q06		4Q06		1Q07		2Q07		3Q07		4Q07
	Actual		Est.		Est.		Est.		Est.		Est.		Est.		Est.		Est.		Est.		Est.
Total Time Chartered Days		286		528		621		423		425		364		364		333		299		364		364
Net Daily Average Rate of time chartered ships	$	24,397	$	22,182	$	21,927	$	22,979	$	23,041	$	22,885	$	22,885	$	22,826	$	23,344	$	22,885	$	22,885
Total Expected Time Charter Revenues in $ mil	$	7.0	$	11.7	$	13.6	$	9.7	$	9.8	$	8.3	$	8.3	$	7.6	$	7.0	$	8.3	$	8.3

In addition to the above table, Barbara, a 73,390 dwt, 1997 built Panamax bulker entered into a one-year time-charter contract with Cargill on July 22, 2005, immediately after its delivery. The rate is based on a rate indexed to average time-charter routes published by the Baltic Exchange. Due to the spot nature of its revenue stream, it has not been included in the numbers listed above.

Mr. Molaris concluded, “Entering the second half of 2005, we have already exceeded our time-charter-coverage goal for 2005 and have made significant progress for 2006. Our secured stream of revenues should enable us to execute our policy to distribute 65% of our quarterly available net cash flow from operations to our shareholders.”

Dividends:

Our policy is to declare quarterly dividends to shareholders in February, April, July and October of each year in amounts that are approximately equal to 65% of our available cash from operations during the previous quarter less any cash reserves for capital expenditures, working capital and debt service.

At its meeting today, the Board of Directors of Quintana declared a dividend of $0.05 per share payable to all shareholders of record as of September 12, 2005 payable on September 20, 2005. This represents 65% of our net free cash flow for the second quarter of 2005, after accrued interest and dry docking expenditure.

Board Member

At the Company’s board meeting today, S. James Nelson was appointed to Quintana’s Board of Directors. Quintana’s Board is now comprised of 7 directors, 6 of whom are independent non-executive directors.

Mr. Nelson, who will serve as the Chairman of Quintana’s Audit Committee, recently retired from Cal Dive International, Inc., a marine contractor and operator of offshore oil and gas properties and production facilities, where he was a founding shareholder, Chief Financial Officer, Vice Chairman and a Director. From 1985 to 1988,

Mr. Nelson was the Senior Vice President and Chief Financial Officer of Diversified Energies, Inc., a NYSE-traded company, and from 1980 to 1985 was the Chief Financial Officer of Apache Corporation, an oil and gas exploration and production company. From 1966 to 1980, Mr. Nelson was employed with Arthur Andersen & Co where he became a partner in 1976. He received a Bachelor of Science (BS) degree in Accounting from Holy Cross College and a Masters in Business Administration (MBA) from Harvard University. Mr. Nelson is also a Certified Public Accountant. Mr. Nelson currently serves on the Boards of Directors of two NYSE-traded companies: Oil States International, Inc., a diversified oilfield services company, and Input/Output, a seismic services provider.

Mr. Stamatis Molaris commented: “We are committed to maximizing shareholder value not only through the quality of our shipping operations but also through the quality of our corporate governance and investor relations practices. The fact that our Board of Directors has a majority of independent non-executive directors is within this strategy. We are very pleased that our company can draw on the experience and guidance of such highly qualified directors.”

General Counsel

Steve Putman has joined Quintana Maritime as its Vice President, General Counsel and Secretary. Mr. Putman joined Quintana from Vinson & Elkins L.L.P., where he practiced corporate finance and securities law from June 2001 through August 2005. Prior to joining Vinson & Elkins, he practiced law in the tax-controversy group at Mayer, Brown, Rowe & Maw LLP from October 2000 through May 2001. Mr. Putman received his B.A. from the University of Texas in 1997 and his J.D. from the University of Chicago in 2000.

Conference Call and Webcast:
As already announced, tomorrow, Thursday, August 25th, 2005 at 12:00 pm EDT, the company’s management will host a conference call to discuss the results.

Conference Call details: Participants should dial into the call 10 minutes before the scheduled time using the following numbers: (866) 819 7111 (from the US), 0800 953 0329 (from the UK) or +44 1452 542 301 (from outside the US). Please quote “Quintana.”

In case of any problem with the above numbers, please dial (866) 869-2352 (from the US), 0800 694 1449 (from the UK) or +44 1452 560 304 (from outside the US). Quote “Quintana.”

A telephonic replay of the conference call will be available until August 30, 2005 by dialing (866) 247-4222 (from the US), 0800 953 1533 (from the UK) or +44 1452 550 000 (from outside the US). Access Code: 8859098#

Slides and audio webcast: There will also be a live, and then archived, webcast of the conference call, through the internet through Quintana Maritime’s website (www.quintanamaritime.com). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

ABOUT QUINTANA MARITIME LIMITED
Quintana Maritime Limited, based in Greece, is an international provider of dry bulk cargo marine transportation services. The company currently owns and operates a fleet of eight Panamax size vessels with a total carrying capacity of 585,072 dwt and an average age of approximately 8 years.

Forward Looking Statement

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company’s growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding expected revenues and time charters. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are

inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to changes in the demand for dry bulk vessels, competitive factors in the market in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Disclosure of Non-GAAP Financial Measures

EBITDA represents net income plus interest and finance costs plus depreciation and amortization and income taxes, if any. EBITDA is included because it is used by certain investors to measure a company’s financial performance. EBITDA is a “non-GAAP financial measure” and should not be considered a substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity. EBITDA is presented to provide additional information with respect to the Company’s ability to satisfy its obligations including debt service, capital expenditures, working capital requirements and determination of dividends. While EBITDA is frequently used as a measure of operating results and the ability to meet debt service requirements, the definition of EBITDA used here may not be comparable to that used by other companies due to differences in methods of calculation.

Our term loan facility allows us to pay dividends in amounts up to our consolidated earnings before interest, taxes, depreciation and amortization, or consolidated EBITDA, less consolidated interest expense less the aggregate amount of prepayments of principal in that year. Therefore, we believe that this non-GAAP measure is important for our investors as it reflects our ability to pay dividends.

For Immediate Release
Company Contact: Paul J. Cornell Chief Financial Officer Tel. 713-751-7525 E-mail: pcornell@quintanamaritime.com	Investor Relations / Financial Media: Paul Lampoutis Capital Link, Inc, New York Tel. 212-661-7566 E-mail: plampoutis@capitallink.com

05-07      -financials follow-

Quintana Maritime Limited

Consolidated Statement of Operations

(All amounts expressed in U.S. Dollars)

				Period from
				January 13,
	Three months			2005
	ended June 30,			(inception) to
	2005			June 30, 2005
Revenues:	(unaudited)			(unaudited)
Voyage revenue	$	7,262,910		$	7,262,910
Commission		(285,369	)		(285,369	)
Net revenue		6,977,541			6,977,541
Expenses:
Vessel operating expenses		1,286,140			1,286,140
General and administrative expenses		992,048			1,148,914
Management fees		117,200			117,200
Depreciation and amortization		1,898,352			1,898,352
Total expenses		4,293,740			4,450,606
Operating profit		2,683,801			2,526,935
Other expenses:
Interest expense		(1,621,639	)		(1,621,639	)
Interest income		27,268			27,268
Finance costs		(333,066	)		(333,066	)
Foreign exchange losses		(12,169	)		(12,169	)
Total other expenses		(1,939,606	)		(1,939,606	)
Net income	$	744,195		$	587,329
Earnings per share — Basic and Diluted	$	0.12		$	0.09
Weighted average shares outstanding		6,319,492			6,319,492

Quintana Maritime Limited
Consolidated Balance Sheet
(All amounts expressed in U.S. Dollars)

	June 30, 2005
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	12,166,466
Inventories		177,212
Due from charterers		214,447
Other receivables		53,423
Prepaid expenses and other current assets		1,538,913
Total current assets		14,150,461
Non-current assets:
Vessels, net of accumulated depreciation of $1,844,600		201,326,215
Advances for vessel deposits		12,700,000
Other fixed assets, net of accumulated depreciation of $20,402		216,238
Deferred dry docking costs, net of accumulated amortization of $33,350		1,168,916
Deferred financing costs, net		4,230,157
Total non-current assets		219,641,526
Total assets	$	233,791,987
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	1,564,363
Due to related party		479,950
Sundry liabilities and accruals		947,982
Deferred income		735,375
Term loan Facility		161,071,351
Total current liabilities		164,799,021
Shareholders’ equity:
Common stock at $0.01 par value — 6,319,492 shares issued, authorized and outstanding		63,195
Additional paid-in capital		68,342,442
Retained earnings		587,329
Total shareholders’ equity		68,992,966
Total liabilities and shareholders’ equity	$	233,791,987

Quintana Maritime Limited

Consolidated Statement of Cash Flows

(unaudited)

(All amounts expressed in U.S. Dollars)

	Period from
	January 13, 2005
	(inception) to
	June 30, 2005
	(unaudited)
Cash flows from operating activities:
Net income	$	587,329
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of vessels		1,844,600
Depreciation of other fixed assets		20,402
Amortization of deferred dry-docking costs		33,350
Amortization of deferred finance and legal costs		320,363
Changes in assets and liabilities:
Increase in inventories		(177,212	)
Increase in due from charterer		(214,447	)
Increase in other receivables		(53,423	)
Increase in prepaid expenses and other current assets		(492,054	)
Increase in trade accounts payable		1,564,363
Increase in payable to related party		479,950
Increase in sundry liabilities and accruals		947,982
Increase in deferred income		735,375
Deferred dry-dock costs incurred		(1,202,266	)
Net cash from operating activities	$	4,394,312
Cash flows from investing activities:
Vessel acquisitions		(203,170,815	)
Advances for vessel deposit		(12,700,000	)
Purchases of property, plant and equipment		(236,640	)
Net cash used in investing activities	$	(216,107,455	)
Cash flows from financing activities:
Repayment of bank debt		(150,000,000	)
Proceeds from long-term debt		311,071,351
Prepaid expenses		(1,046,859	)
Payment of financing costs		(4,550,520	)
Paid-in capital and common stock		68,405,637
Net cash from financing activities		223,879,609
Net increase in cash and cash equivalents		12,166,466
Cash and cash equivalents at beginning of period		—
Cash and cash equivalents at end of period	$	12,166,466
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	1,091,480

Quintana Maritime Limited

Reconciliation of Net Income to EBITDA

(Expressed in U.S. Dollars)

			Period from
	For the Three		January 13, 2005
	Months Ended		(inception) to
	June 30, 2005		June 30, 2005
Net Income	$	744,195	$	587,329
Interest and finance costs, net	$	1,927,437	$	1,927,437
Depreciation and amortization	$	1,898,352	$	1,898,352
EBITDA	$	4,569,984	$	4,413,118

Glossary of Terms

Average number of vessels This is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.

Ownership days We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.

Operating days We define operating days as the number of our available days in a period less the aggregate number of days that our vessels are off-hire due to planned dry docking repairs or any other, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

Fleet utilization We calculate fleet utilization by dividing the number of our operating days during a period by the number of our Ownership days during the period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning.

TCE per ship per day We define TCE (time-charter equivalent) per ship per day rate as our voyage and time charter revenues less voyage expenses during a period divided by the number of our operating days during the period, which is consistent with industry standards. TCE rate is a shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charter hire rates for vessels on voyage charters are generally not expressed in per day amounts while charter hire rates for vessels on time charters generally are expressed in such amounts.

Net daily revenue The daily TCE rate net of commissions.

Vessel operating expenses per ship per day This include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes and other miscellaneous expenses. We define as our total operating costs divided by the ownership days.

Vessel overhead burden per ship per day (Overhead Burden) This includes the salaries and other related costs of the executive officers and the members of our board of directors and other employees, our office rents, legal and auditing costs, regulatory compliance costs, other miscellaneous office expenses and corporate overhead. We define them as our general and administrative expenses divided by the number of ownership days.

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