Item
7.01 Regulation FD Disclosure
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.
I.
Extension of Repurchase Date for the Company’s Common Stock
On
December 28, 2020, the Board of Directors of PHI Group, Inc., a corporation originally incorporated in the State of Nevada on
June 08, 1982 and redomiciled in the State of Wyoming on September 20, 2017 (the “Company”), adopted the following
resolutions in lieu of a meeting:
WHEREAS,
on June 29, 2020 the Company’s Board of Directors passed a corporate resolution to extend the time period for the repurchase
of its own shares of common stock from the open market from time to time in accordance with the terms mentioned below:
1.
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Purpose
of Repurchase: To enhance future shareholder returns.
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2.
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Details
of Repurchase:
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a.
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Class
of shares to be repurchased: Common Stock of PHI Group, Inc.
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b.
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Total
number of repurchasable shares: Up to 13 billion shares, or more as may be needed.
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c.
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Total repurchase amount: To be determined by prevalent market prices at times of transaction.
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d.
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Methods
of repurchase: Open market purchase and/or negotiated transactions.
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e.
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Repurchase
period: As soon as possible until December 31, 2020.
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f.
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The
Company intends to fund the proposed share repurchase program with the proceeds from the disposal of a portion of certain non-core
assets and from anticipated revenues of the Company.
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g.
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The
share repurchase program will be in full compliance with state and federal laws and certain covenants with the
Company’s note-holders.
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WHEREAS,
in light of the adverse effects due to the prevalent coronavirus pandemic as well as the Company’s current corporate priorities,
its Board of Directors has determined that it is in the best interests of the Company and its shareholders to further extend the
Common Stock repurchase period to June 30, 2021.
BE
IT RESOLVED, that the Corporation is authorized to repurchase its own shares of common stock from the open market from time
to time in accordance with the terms mentioned below:
1.
|
Purpose
of Repurchase: To enhance future shareholder returns.
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2.
|
Details
of Repurchase:
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|
a.
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Class
of shares to be repurchased: Common Stock of PHI Group, Inc.
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|
b.
|
Total
number of repurchasable shares: Up to 15 billion shares, or more as may be needed.
|
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c.
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Total repurchase amount: To be determined by prevalent market prices at times of transaction.
|
|
d.
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Methods
of repurchase: Open market purchase and/or negotiated transactions.
|
|
e.
|
Repurchase
period: As soon as possible until June 30, 2021.
|
|
f.
|
The
Company intends to fund the proposed share repurchase program with the proceeds from the disposal of a portion of certain non-core
assets and from anticipated revenues of the Company.
|
|
g.
|
The
share repurchase program will be in full compliance with state and federal laws and certain covenants with the
Company’s note-holders.
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II.
Extension of Record Date for the Spin-off of Common Stock of American Pacific Resources, Inc.
On
December 28, 2020, the Board of Directors of PHI Group, Inc., a corporation originally incorporated in the State of Nevada on
June 08, 1982 and redomiciled in the State of Wyoming on September 20, 2017 (the “Company”), adopted the following
resolutions in lieu of a meeting:
WHEREAS,
on June 29, 2020 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 December 31, 2020 (the
New Record Date) is twenty (20) shares; (b) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the
new Record Date will 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 (c) Payment Date: 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.
WHEREAS,
due to the adverse effects of the coronavirus pandemic, it deems necessary for the Company to further extend the Record Date
of the American Pacific Resources, Inc. (“APR”) special stock dividend to June 30, 2021 in order to enable the Company
to comply with the contractual obligations in connection with certain outstanding convertible notes and at the same time allow
this subsidiary additional time to reach certain milestones that would make the planned spin-off of APR economically significant
to the Company’s shareholders;
NOW,
THEREFORE, BE IT RESOLVED, that the Company further extend the Record Date to June 30, 2021 and reiterate the provisions for
the afore-mentioned stock dividend 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 June 30, 2021 (the New
Record Date) is twenty (20) shares; (b) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the new
Record Date will 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 (c) Payment Date: 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.