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 27, 2021, 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 25, 2021 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.
|
Purpose
of Repurchase: To enhance future shareholder returns.
|
2.
|
Details
of Repurchase:
|
|
a.
|
Class
of shares to be repurchased: Common Stock of PHI Group, Inc.
|
|
b.
|
Total
number of repurchasable shares: Up to twenty-five billion shares, or as many as economically practical.
|
|
c.
|
Total
repurchase amount: To be determined by prevalent market prices at times of transaction.
|
|
d.
|
Methods
of repurchase: Open market purchase and/or negotiated transactions.
|
|
e.
|
Repurchase
period: As soon as possible and from time to time until December 31, 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 sources of income 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.
|
WHEREAS,
in light of the adverse effects due to the global 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 March 31, 2022.
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.
|
2.
|
Details
of Repurchase:
|
|
a.
|
Class
of shares to be repurchased: Common Stock of PHI Group, Inc.
|
|
b.
|
Amount
of repurchasable shares: As many as economically conducive and optimal for the Company.
|
|
c.
|
Total
repurchase amount: To be determined by prevalent market prices at times of transaction.
|
|
d.
|
Methods
of repurchase: Open market purchase and/or negotiated transactions.
|
|
e.
|
Repurchase
period: Until March 31, 2022.
|
|
f.
|
The
Company intends to fund the proposed share repurchase program with the proceeds from the potential disposal of certain non-core assets
and other sources, subject to liquidity, availability of funds and satisfaction of contractual obligations.
|
|
g.
|
The
share repurchase program will be in full compliance with state and federal laws and certain covenants with the Company’s note-holders.
|
II.
Extension of Record Date for the Spin-off of Common Stock of American Pacific Resources, Inc.
On
December 27, 2021, 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 25, 2021 the Company’s Board of Directors passed a resolution with respect to the distribution of a special stock dividend
from American Pacific Resources, Inc. (“APR”), a subsidiary of the Company, to shareholders of Common Stock of the Company
to further extend the Record Date to December 31, 2021 and amend 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 December 31, 2021 (the New Record Date) is two thousand (2,000) 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 two thousand (2,000) 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 continued adverse effects of the coronavirus pandemic and other factors that have affected the development of APR, it
deems necessary for the Company to further extend the Record Date of the APR special stock dividend to June 30, 2022 in order to allow
APR additional time to reach certain milestones that would make the spin-off of APR and this special stock dividend distribution economically
beneficial for the Company’s shareholders;
NOW,
THEREFORE, BE IT RESOLVED, that the Company further extend the Record Date to June 30, 2022 and amend 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, 2022 (the New Record Date) is two thousand (2,000)
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 two thousand (2,000) 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.