Re: baffled and confused (Alfaleader)
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One mile of Ocean Front, One Incredible Real Estate Development
Multi-Billion Dollar Agreement Signed With Oman
Message: baffled and confused
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Omag needs to raise the capital to finance and set up the project company so they can sign the development agreement. My guess this means using the SEDA atleast in part to achieve this.
I believe the selling pressure is YA selling. This is only my opinion I have no conformation but when you know OMAG needs to put up over $600,000.00 and you look at their balance sheet it all adds up. This is why the SEDA was put in place. Some short term pain for sure but if it enables the signing of the DA, it will be worth it.
December 2008 Standby Equity Distribution Agreement
On December 22, 2008, Omagine entered into a Standby Equity Distribution Agreement (the "SEDA") with YA Global Investments, L.P. ("YA"). The term of the SEDA is for two years and pursuant to its terms Omagine may, at its discretion, periodically sell to YA shares of its common stock, par value $0.001 per share (the "Common Stock") in up to $200,000 tranches of equity for a total purchase price over the term of the SEDA of up to five million dollars ($5,000,000). For each share of Common Stock purchased under the SEDA, YA will pay to Omagine ninety-five percent (95%) of the lowest daily volume weighted average price of Omagine's Common Stock as quoted by Bloomberg, LP, during the five (5) consecutive Trading Days after the date Omagine provides an Advance Notice to YA (as such terms are defined in the SEDA). YA's obligation to purchase shares of Common Stock under the SEDA is subject to certain conditions, including (i) Omagine obtaining an effective registration statement for shares of Common Stock sold under the SEDA and (ii) the amount for each equity tranche designated by Omagine not exceeding two hundred thousand dollars ($200,000).
The Company has filed the Registration Statement with the SEC and the SEC has declared such Registration Statement to be effective as of May 1, 2009. All sales of Shares pursuant to the SEDA shall be made at the sole discretion of the Company.
OMAGINE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31,
----------------------------
2009 2008
---- ----
(Unaudited) (Unaudited)
Net loss $( 365,357) $ (252,417)
Adjustments to reconcile net loss to net cash
flows from operating activities:
Depreciation and amortization 1,489 2,729
Stock based compensation related to stock options 28,082 9,210
Issuance of Common Stock for 401K contribution 72,500 -
Changes in operating assets and liabilities:
Prepaid expenses, other current assets and other assets 2,540 ( 4,827)
Accounts payable 95,633 (118,804)
Accrued expenses and other current liabilities 4,748 (26,667)
Accrued officers payroll 72,500 -
Accrued Interest on convertible notes payable 5,100 -
---------- ----------
Net cash flows used by operating activities ( 82,765) (390,776)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans from officers and directors 7,940 (1)
Issuance of convertible notes payable 50,000 -
----------- ----------
Net cash flows from financing activities 57,940 (1)
----------- ----------
NET CHANGE IN CASH ( 24,825) (390,777)
CASH BEGINNING OF PERIOD 49,511 713,145
----------- ----------
CASH END OF PERIOD $ 24,686 $ 322,368
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31,
----------------------------
2009 2008
---- ----
(Unaudited) (Unaudited)
Net loss $( 365,357) $ (252,417)
Adjustments to reconcile net loss to net cash
flows from operating activities:
Depreciation and amortization 1,489 2,729
Stock based compensation related to stock options 28,082 9,210
Issuance of Common Stock for 401K contribution 72,500 -
Changes in operating assets and liabilities:
Prepaid expenses, other current assets and other assets 2,540 ( 4,827)
Accounts payable 95,633 (118,804)
Accrued expenses and other current liabilities 4,748 (26,667)
Accrued officers payroll 72,500 -
Accrued Interest on convertible notes payable 5,100 -
---------- ----------
Net cash flows used by operating activities ( 82,765) (390,776)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans from officers and directors 7,940 (1)
Issuance of convertible notes payable 50,000 -
----------- ----------
Net cash flows from financing activities 57,940 (1)
----------- ----------
NET CHANGE IN CASH ( 24,825) (390,777)
CASH BEGINNING OF PERIOD 49,511 713,145
----------- ----------
CASH END OF PERIOD $ 24,686 $ 322,368
The three Omani Shareholders are (i) The Omani Union Real Estate
Development Company LLC, an Omani limited liability company
("ORDC"), (ii) Mohammed Nasser Al-Khasibi, an Omani citizen
("MNK") and (iii) the Office of Royal Court Affairs, an Omani
organization which represents the personal interests of His
Majesty Sultan Qaboos bin Said, the ruler of the Sultanate of
Oman ("RCA"). None of the Omani Shareholders are affiliates of
the Company.
The date the legally binding documents providing the
construction and project financing for the Omagine Project are
executed by the Project Company and the banks is the "Financial
Closing Date" and such date is expected to occur approximately
six months after the development agreement is signed with the
Government. As of the date hereof, the Company has arranged
approximately USD $110 million of equity capital for the Project
Company via written agreements for (i) the sale of minority
equity interests totaling 49.5% of the Project Company to CCIC
(12%); ORDC (20%); RCA (12.5%); and MNK (5%) for a total of
$109.3 million and, (ii) the sale to JOL of a 50.5% majority
stake in the Project Company for $656,500.
The Company's attorneys are currently preparing the
shareholders' agreement among the Founder Shareholders
memorializing the foregoing. The legal requirement in Oman for
the initial capitalization of Omagine S.A.O.C. is 500,000 Omani
Rials or approximately one million three hundred thousand U.S.
dollars ($1,300,000). Upon formation, each Founder Shareholder,
including the Company, will be required to contribute its
portion of such initial capital in proportion to its ownership
percentage in order to organize the Project Company. The
Company's required contribution will therefore be 50.5% of the
$1,300,000 or approximately $656,500 (the "Company Capital
Contribution"). Seventy-five percent (75%) of the remaining
balance of the agreed capital coming from the Omani Shareholders
(approximately $45 million) will be paid into the Project
Company over the six month period immediately subsequent to the
signing of the Development Agreement and twenty-five percent
(25%) of such remaining balance of agreed capital (approximately
$15 million) will be paid into the Project Company on the
Financial Closing Date. One hundred percent (100%) of the
remaining balance of the agreed capital coming from CCIC
(approximately $49.4 million) will be paid into the Project
Company on the Financial Closing Date. Other than the Company
Capital Contribution which it will contribute upon formation of
the Project Company, the Company is not required to contribute
anything further to the Project Company.
Development Company LLC, an Omani limited liability company
("ORDC"), (ii) Mohammed Nasser Al-Khasibi, an Omani citizen
("MNK") and (iii) the Office of Royal Court Affairs, an Omani
organization which represents the personal interests of His
Majesty Sultan Qaboos bin Said, the ruler of the Sultanate of
Oman ("RCA"). None of the Omani Shareholders are affiliates of
the Company.
The date the legally binding documents providing the
construction and project financing for the Omagine Project are
executed by the Project Company and the banks is the "Financial
Closing Date" and such date is expected to occur approximately
six months after the development agreement is signed with the
Government. As of the date hereof, the Company has arranged
approximately USD $110 million of equity capital for the Project
Company via written agreements for (i) the sale of minority
equity interests totaling 49.5% of the Project Company to CCIC
(12%); ORDC (20%); RCA (12.5%); and MNK (5%) for a total of
$109.3 million and, (ii) the sale to JOL of a 50.5% majority
stake in the Project Company for $656,500.
The Company's attorneys are currently preparing the
shareholders' agreement among the Founder Shareholders
memorializing the foregoing. The legal requirement in Oman for
the initial capitalization of Omagine S.A.O.C. is 500,000 Omani
Rials or approximately one million three hundred thousand U.S.
dollars ($1,300,000). Upon formation, each Founder Shareholder,
including the Company, will be required to contribute its
portion of such initial capital in proportion to its ownership
percentage in order to organize the Project Company. The
Company's required contribution will therefore be 50.5% of the
$1,300,000 or approximately $656,500 (the "Company Capital
Contribution"). Seventy-five percent (75%) of the remaining
balance of the agreed capital coming from the Omani Shareholders
(approximately $45 million) will be paid into the Project
Company over the six month period immediately subsequent to the
signing of the Development Agreement and twenty-five percent
(25%) of such remaining balance of agreed capital (approximately
$15 million) will be paid into the Project Company on the
Financial Closing Date. One hundred percent (100%) of the
remaining balance of the agreed capital coming from CCIC
(approximately $49.4 million) will be paid into the Project
Company on the Financial Closing Date. Other than the Company
Capital Contribution which it will contribute upon formation of
the Project Company, the Company is not required to contribute
anything further to the Project Company.
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