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): October 3, 2017
PHI GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 002-78335-NY | 90-0114535 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 5348 Vegas Drive # 237 Las Vegas, NV | 89108 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 702-475-5430
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On September 29, 2017 PHI Group, Inc. and its wholly-owned subsidiary American Pacific Resources, Inc. (the “Company”) entered into a Closing Memorandum for the Agreement of Purchase and Sale by and between the Company and Rush Gold Royalty, Inc., a Wyoming corporation, to be effective October 3, 2017.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SIGNATURE
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 hereunto duly authorized.
Dated: October 9, 2017
| PHI GROUP, INC. | |||
| (Registrant) | |||
| By: | /s/ Henry D. Fahman | ||
| Henry D. Fahman | |||
| Chairman and CEO |
Exhibit 10.1
CLOSING MEMORANDUM
FOR
THE AGREEMENT OF PURCHASE AND SALE
BY AND AMONG
AMERICAN PACIFIC RESOURCES, INC.,
PHI GROUP, INC. AND
RUSH GOLD ROYALTY, INC.
September 29, 2017
10:00 A.M. Pacific Standard Time
| I. | GENERAL |
This memorandum describes the principal transactions that have occurred in connection with the AGREEMENT OF PURCHASE AND SALE (the “Agreement”) dated September 2, 2017 by and among American Pacific Resources, Inc., a Wyoming corporation, with registered address at 412 N. Main Street, Suite 100, Buffalo, Wyoming 82834, U.S.A., which is a wholly-owned subsidiary of PHI Group, Inc., a Nevada corporation, with principal business address at 5348 Vegas Drive, # 237, Las Vegas, NV 89108, U.S.A., Corporate Register No. C2249-1982, and Rush Gold Royalty, Inc., a Wyoming corporation, with registered address at 412 N. Main Street, Suite 100, Buffalo, WY 82834, U.S.A., Corporate Register No. 2017-000766955, the owner of twenty-one mining claims over an area of approximately 400 acres in Granite Mining District, Grant County, Oregon, U.S.A.
The Closing of the afore-mentioned Agreement of Purchase and Sale will be effective October 3, 2017 (the “Effective Date”), at 10:00 A.M. Pacific Standard Time, in accordance with the Closing Procedures of the referenced Agreement of Purchase and Sale.
| II. | TRANSACTIONS PRIOR TO THE CLOSING |
The following actions were taken prior to the Closing:
| 1. | Effective September 2, 2017, an Agreement of Purchase and Sale was executed and delivered among Rush Gold Royalty, Inc., American Pacific Resources, Inc. and PHI Group, Inc. (the parent of American Pacific Resources, Inc.). | |
| 2. | Prior to the Closing Date, all parties have been satisfied with due diligence review of one another. |
| III. | CLOSING DOCUMENTS AND TRANSACTIONS |
The following documents were delivered at or prior to the Effective Date, but all such documents are deemed delivered at the Effective Date. Except this Closing Memorandum, all documents are dated as of the Effective Date and delivered in Huntington Beach, California, U.S.A., unless otherwise indicated. All transactions in connection with the Closing shall be considered as accomplished concurrently, so that none shall be effective until all are effective.
|
CLOSING MEMORANDUM AMERICAN PACIFIC RESOURCES – RUSH GOLD ROYALTY |
1 |
Executed copies (or photocopies, or conformed copies, where necessary) of each document will be delivered to each party after the Closing.
| IV. | SCHEDULE OF CLOSING DOCUMENTS |
| A. | By Rush Gold Royalty, Inc.: |
| 1. | Proof of the conveyance of ownership of the Acquired Assets as detailed in said Agreement of Purchase and Sale, together with all the pertinent licenses and permits thereof from Rush Gold Royalty, Inc. to American Pacific Resources, Inc. | |
| 2. | All certificates and other documents required by Section 5.1 of the Agreement. | |
| 3. | A certificate of an officer of Rush Gold Royalty, Inc. dated as of Closing, certifying that: |
| (i) | Each respective covenant and obligation of Rush Gold Royalty, Inc. in the | |
| Agreement has been complied with; and | ||
| (ii) | Each respective representation, warranty and covenant of Rush Gold Royalty, Inc. is true and correct at the Closing as if made on and as of the Closing; and | |
| (iii) | The Rush Gold Royalty, Inc. documents and any other necessary documents, each duly executed by Rush Gold Royalty, Inc., as required to give effect to the transaction. |
| B. | By American Pacific Resources, Inc. and PHI Group, Inc. |
| 1. | Copies of all resolutions and/or consent actions adopted by or on behalf of the Board of Directors and/or majority shareholders of American Pacific Resources, Inc. and PHI Group, Inc. evidencing approval of the Agreement. | |
| 2. | A total amount equivalent to Twenty-Five Million U.S. Dollars ($25,000,000) in a combination of cash, demand promissory note and certificate(s) of Class A Series II Preferred Stock of PHI Group, Inc. payable to and/or registered in Rush Gold Royalty, Inc. and/or its designee(s), as detailed in Schedule 6 of the Agreement, unless agreed otherwise by the parties hereto prior to the effective Closing Date. | |
| 3. | All certificates and other documents required by Section 5.2 of the Agreement. | |
| 4. | A certificate of an officer of PHI Group, Inc. dated as of Closing, certifying that: |
| (i) | Each respective covenant and obligation of PHI Group, Inc. in the Agreement has been complied with; and |
|
CLOSING MEMORANDUM AMERICAN PACIFIC RESOURCES – RUSH GOLD ROYALTY |
2 |
| (ii) | Each respective representation, warranty and covenant of PHI Group, Inc. is true and correct at the Closing as if made on and as of the Closing; and | |
| (iii) | Any other necessary documents, each duly executed by PHI Group, Inc., as required to give effect to the transaction. |
V. The Closing Memorandum for the Agreement of Purchase and Sale by and among Rush Gold Royalty, Inc., American Pacific Resources, Inc. and PHI Group, Inc. is signed by all parties herein as of the date first mentioned above and shall become effective October 3, 2017.
| Dated: | September 29, 2017 | |
| By: | /s/ Henry D. Fahman | |
| Henry D. Fahman, Executive Chairman | ||
| American Pacific Resources, Inc. | ||
| A Wyoming corporation | ||
| By: | /s/ Henry D. Fahman | |
| Henry D. Fahman, Chairman & CEO | ||
| PHI Group, Inc. | ||
| A Nevada corporation/domesticated in Wyoming | ||
| By: | /s/ Johnny Park | |
| Johnny Park, Chairman & President | ||
| Rush Gold Royalty, Inc. | ||
| A Wyoming corporation |
|
CLOSING MEMORANDUM AMERICAN PACIFIC RESOURCES – RUSH GOLD ROYALTY |
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Exhibit 99.1 Press release dated October 4, 2017
PHI Group’s Subsidiary American Pacific Resources, Inc. Completes Acquisition of Majority Interest in 400-Acre Mining Claims
By GlobeNewswire, October 04, 2017, 08:30:00 AM EDT
Proprietary processing technologies to recover tremendous value from tailings and other non-economically viable feed stock
NEW YORK, Oct. 04, 2017 (GLOBE NEWSWIRE) — PHI Group, Inc., (www.phiglobal.com) (OTCQB: PHIL ), a company focused on mergers and acquisitions and investments in natural resources, energy, agriculture, healthcare and special situations, announced today that its wholly-owned subsidiary American Pacific Resources, Inc. ("APR") ( https://aprgold.com/ ) has closed the purchase of a 51% interest in twenty-one mining claims over an area of 400 acres in Granite Mining District, Grant County, Oregon, U.S.A.
According to the Purchase and Agreement, the Company paid a total of twenty-five million U.S. dollars, consisting of $20 million worth of PHI Group's Class A Series II Preferred Stock and $5 million in a combination of cash and demand promissory note, for the majority interest.
The PHI Group's Class A Series II Preferred Stock is priced at $5 per share ("Original Price per Share"), carrying a cumulative dividend rate of 8%, redeemable at 120% premium to the Original Price per Share, and convertible to Common Stock of APR at 50% discount to the then relevant market price when APR has become a fully-reporting public company or to Common Stock of PHI Group at 25% discount six months after issuance.
Tailings and other low bearing materials are plentiful and are found in most continents. What sets APR apart is the game changing proprietary HYMAX HD processing technology that can separate each metal down to ~3 microns. The HYMAX system uses a combination of gravity and electromagnetic relays to recover over 96% of all metals.
The estimated precious metals that can be recovered from our mining claims and other targeted properties include gold, silver, platinum, and palladium and could reach 6,770,000 ounces, which would be worth approximately one to three billion dollars at current prices. Our conservative estimates indicate that APR's revenues from our current holdings alone would be approximately $6 million in 2017, $53 million in 2018 and $107 million in 2019.
The Company intends to list APR as a separate publicly traded company on its own and allocate a portion of APR's stock to PHI Group's shareholders after reaching certain milestones in revenues and profitability. A former subsidiary of the Company, ATC Technology Corp. (now known as Cellular Biomedicine Group, Inc., http://www.cellbiomedgroup.com/ ) was an example of a successful PHI Group spinoff registration with the U.S. Securities and Exchange Commission in the past.
Henry Fahman, CEO of PHI Group, said, "We are delighted to have closed this transaction and plan to begin production very soon. At the same time, we will be able to generate revenues from sale of concentrated tailings in the next few months."
About PHI Group
PHI Group (www.phiglobal.com) primarily focuses on mergers and acquisitions and invests in select industries and special situations that may substantially enhance shareholder value. PHI Group also provides M&A and consulting services through its wholly-owned subsidiary, PHI Capital Holdings, Inc. (www.phicapitalholdings.com) .
About American Pacific Resources
American Pacific Resources, Inc. ( https://aprgold.com/ ), a Wyoming corporation incorporated in April 2016, is a wholly-owned subsidiary of PHI Group, Inc. that serves as a holding company for the Company's natural resources businesses.
Safe Harbor
This news release contains forward-looking statements that are subject to certain risks and uncertainties that may cause actual results to differ materially from those projected on the basis of such forward-looking statements pursuant to the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Press Contact:
Henry Fahman
+1-702-475-5430
henry@phiglobal.com
Source: PHI Group, Inc.