One mile of Ocean Front, One Incredible Real Estate Development
Multi-Billion Dollar Agreement Signed With Oman
Message: Form 10-Q Excerpts - Period Ending June 30, 2017
Dear Omagine Shareholders,
Omagine, Inc. has today filed with the SEC its quarterly report on Form 10-Q for the period ended June 30, 2017 (the “10-Q Report”).
Below are certain excerpts from the 10-Q Report. The excerpts do not purport to be or represent the full filing. Please use the following link to view the complete text of the 10-Q Report:
Excerpts from the 10-Q Report:
LLC has accelerated its efforts with two European investment funds and presently is in final discussions with one of them.
We are no longer relying on the prompt conclusion of the estate settlement mentioned above and we are in final discussions with one of such two European investment funds and although we had expected to close an investment with this fund by the end of July that did not happen. Discussions continue with this fund and with RCA to close either the RCA $20 million equity investment obligation and/or the new investor to replace CCC.
A long past due $20 million RCA equity investment obligation is already in place. Pursuant to the Shareholder Agreement, approximately one year ago in July 2016, RCA became obligated to invest $20 million into LLC. LLC has in a timely manner given RCA frequent written and verbal notices of this obligation but as of the date hereof RCA has not fulfilled this investment obligation. LLC management is also attempting to close a new investor to replace the CCC investment.
This process has been ongoing now for many months and is well advanced. Management expects, but cannot guarantee, that its ongoing discussions with the Swiss Fund will be successfully concluded.
Ongoing discussions and negotiations with the new investor and separately between and among the several parties involved (including RCA, MOT, OMAG and other relevant government officials) are expected to resolve the RCA investment impasse and the new investor closing, but management is unable at this time to predict when this will occur.
Discussions with RCA regarding its $20 million equity investment obligation which became due under the Shareholder Agreement in July 2016 are also ongoing and are bound up with the complex negotiations mentioned above between and among LLC, OMAG, RCA and MOT. The failure to execute the CCC-Contract by July 1, 2016 does not relieve RCA of its continuing obligation under the Shareholder Agreement (irrespective of such CCC-Contract failure) to make RCA’s approximately $20 million Deferred Investment into LLC;
Although often beset by byzantine delays, the present state of affairs with respect to the Omagine Project is quite straightforward. LLC will begin the masterplanning and development of the Omagine Project when either:
- RCA fulfills its obligation pursuant to the Shareholder Agreement to invest its $20 million equity investment into LLC, or
- The closing of an equity investment with a new LLC investor to replace CCC occurs (which has not yet occurred although we previously expected it to occur by the end of July 2017).
Notwithstanding the foregoing, shareholders and investors are again cautioned that until an equity investment transaction as generally described above actually closes LLC will not have the funding sufficient to begin design, masterplanning and initial site work on the Omagine Project and no assurance can be given at this time that any such investment transaction will be finally consummated. We have experienced considerable delays to date.
Since the DA was signed, OMAG has in fact single-handedly kept LLC and the Omagine Project viable via its continued financing of LLC’s operations.
Nevertheless, now that the long drama / spectacle with CCC is over, the only matter preventing forward progress on the Omagine Project is closing an approximately $20 million equity investment in LLC.
While no conclusive extension of the Operative Date can be made until RCA invests its past due $20 million equity investment obligation into LLC or/and until we close an investment transaction with a replacement investor for CCC, as noted above MOT is losing patience with LLC with regard to the continued delays and management is highly focused on convincing RCA to meet its $20 million investment obligation under the DA and on closing an equity investment for LLC with the new investor as soon as possible and then getting the Operative Date extended by MOT and the development of the Omagine Project started in earnest. No assurance can be given however to what extent, if any, that such an investment will be closed by LLC and RCA and/or an investor or that the Operative Date will in fact be extended by MOT.
Because of these delays therefore, the more serious and substantial design, masterplanning and construction activities for the Omagine Project did not begin in December 2015 as planned and as required for the fast-track development strategy and as management had planned; and they did not begin in July 2016 as would have been possible had RCA met its obligation to invest its $20 million into LLC in July 2016; and they have not yet begun.
Since approximately one year ago, (July 2016) RCA remains obligated to invest its $20 million equity investment into LLC. RCA continues to be obligated to make its further cash investment into LLC in the aggregate amount of OR 7,640,625 [$19,865,625] but, depending upon the outcome of currently ongoing discussions, the timing and payment of such RCA Deferred Cash Investment may or may not change from that memorialized in the Shareholder Agreement presently in effect to that which may be agreed in an Amended and Restated Shareholder Agreement.
The Company is presently holding discussions with RCA with respect to its past due $20 million equity investment into LLC, with the estate of a deceased investor with whom LLC has a signed Investment Agreement and with two European investment funds with respect to equity sales at LLC. The failure to arrange the bridge financing necessary to sustain operations until an equity investment transaction is closed by LLC and a portion of the Loans & Advances are repaid to OMAG and/or the failure by LLC to ultimately secure project financing via the closing of a Financing Agreement would have a materially significant adverse effect on the Company’s ability to continue operations. No assurance can be given that such financing will be available to the Company at either OMAG or LLC.
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