Current Report Filing (8-k)
September 07 2017 - 9:01AM
Edgar (US Regulatory)
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): September 2, 2017
PHI
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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002-78335-NY
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90-0114535
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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5348
Vegas Drive # 237 Las Vegas, NV
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89108
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(Address
of principal executive offices)
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(Zip
Code)
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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
1.01. Entry Into a Material Definitive Agreement.
On
September 2, 2017, American Pacific Resources, Inc., a Wyoming corporation (“APR”) and wholly owned subsidiary of
PHI Group, Inc. (the “Company”), entered into an Agreement of Purchase and Sale with Rush Gold Royalty Inc, a Wyoming
corporation, to acquire a 51% ownership in twenty-one mining claims over an area of approximately 400 acres in Granite Mining
District, Grant County, Oregon, U.S.A., in exchange for a total purchase price of twenty-five million U.S. Dollars ($US 25,000,000)
to be paid in a combination $20 million in PHI Group, Inc.’s Series II Class A Convertible Cumulative Redeemable Preferred
Stock (“Preferred Stock”), and $5 million in cash and demand promissory note upon the closing of this contemplated
transaction.
The
PHI Group’s Series II Class A 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 PHI Group at 25% discount six months after issuance or to Common Stock of APR at 50% discount to the then relevant market price
when APR has become a fully-reporting company.
Subject
to additional due diligence, the Company intends to close this transaction by the end of September 2017.
The
foregoing description of the Agreement of Purchase and Sale dated September 2, 2017 by and between American Pacific Resources,
Inc. and Rush Gold Royalty Inc. is qualified in its entirety by reference to the full text of said Agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
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:
September 7, 2017
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PHI
GROUP, INC.
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(Registrant)
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By:
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/s/
Henry D. Fahman
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Henry
D. Fahman
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Chairman
and CEO
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