Item
7.01 Regulation FD Disclosure
Extension
of Record Date for Special Common Stock Dividend from Issuer’s Subsidiary
The
information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed “filed’
for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that
Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under
the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
WHEREAS,
on April 23, 2018, the Company’s Board of Directors passed a resolution to declare a twenty percent (20%) special stock
dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders of
Common Stock of the Company as follows: (a) Declaration date: April 23, 2018; (b) Record date: May 31, 2018; (c) Payment date:
October 31, 2018; (d) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the Record date shall be
entitled to receive two (2) shares of Common Stock of American Pacific Resources, Inc. for every ten (10) shares of Common Stock
of PHI Group, Inc. held by such shareholders as of the referenced Record date.
WHEREAS,
on November 08, 2018 the Company’s Board of Directors amended the new dividend ratio and the new Record Date for a special
stock dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders
of Common Stock of the Company as follows: (a) Eligible shareholders: In order to be eligible for the above-mentioned special
stock dividend, the minimum amount of Common Stock of PHI Group, Inc. each shareholder must hold as of the New Record Date is
twenty (20) shares; (b) New Record Date: The new Record Date would be March 01, 2019, subject to FINRA’s approval; (c) New
dividend ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date would be entitled to receive
one (1) share of Common Stock of American Pacific Resources, Inc. for every twenty (20) shares of Common Stock of PHI Group, Inc.
held by such shareholders as of the new Record date; and (d) Payment Date: The Payment Date for the afore-mentioned special stock
dividend would be March 29, 2019;
WHEREAS,
on February 27, 2019, the Company’s Board of Directors passed a corporate resolution to authorize the filing of a registration
statement for the special dividend shares in American Pacific Resources, Inc. with the Securities and Exchange Commission as soon
as possible and to set the new Payment Date for the distribution of the special stock dividend to be ten (10) business days after
said registration statement is declared effective by the Securities and Exchange Commission.
WHEREAS
,
at the request of certain holders of currently outstanding convertible promissory notes of the Company, it deems necessary
for the Company to extend the Record Date of the special stock dividend so that all the holders of currently outstanding convertible
promissory notes may retain their rights with respect to the special stock dividend if they choose to convert said notes into
common shares of the Company.
On
March 1, 2019, the Company’s Board of Directors passed a corporate resolution to extend the Record Date of the afore-mentioned
special stock dividend to May 31, 2019 and to keep the Payment Date for the distribution of the special stock dividend to be ten
(10) business days after a registration statement for said special stock dividend shares is declared effective by the Securities
and Exchange Commission.