Omagine Inc. (OMAGQ)

[SilverBack]

$1.8M in notes mature March 27th next week per the 8k.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On January 30, 2018, Omagine, Inc. (the “Company”) received written notice (“Notice”) from EMA Financial, LLC (“EMA” or the “Lender”) that an event of default had occurred with respect to the Convertible Promissory Note issued by the Company in favor of EMA on September 28, 2017 (the “Note”). The Lender advised the Company that the default occurred because of, among other things, the failure to reserve a sufficient number of shares of the Company’s $0.001 par value common stock (“Common Stock”) for possible future issuance to the Lender, and for the breach of representations and warranties under the Note. As of the Notice date, considering default penalties, twenty four percent accrued interest and application of a default calculation, the alleged outstanding balance of the Note as calculated by EMA is $1,868,313. The Company does not agree with such outstanding balance as calculated by EMA. EMA has demanded full payment from the Company and reserves all rights and remedies available to it under the Note and related transaction documents.

The Note and Securities Purchase Agreement were filed as Exhibits to the Company’s Current Report on Form 8-K filed with the Securities & Exchange Commission on October 18, 2017 and incorporated herein by reference. The foregoing summary of the Notice does not purport to be complete and is qualified in its entirety by reference to the full text of the Notice attached hereto as Exhibit 10.1.

As previously disclosed, pursuant to the Note the Company is obligated to increase the number of its authorized common shares (“Common Shares”) in order to reserve an agreed number of such Common Shares for possible future issuance to the Lender. The Company was of the opinion that this increase could have been accomplished via the written consent of a majority of its shareholders without the necessity of a proxy filing and meeting of its shareholders. This turned out to be inaccurate and the Company now understands that such a proxy filing and meeting is required and the Company presently intends to file such proxy and schedule and conduct such meeting