PHI GROUP, INC. (OTCMKTS:PHIL) Files An 8-K Entry into a Material Definitive AgreementItem 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
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.
PHI GROUP INC ExhibitEX-10.1 2 ex10-1.htm Exhibit 10.1 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made on this 2nd day of September,…To view the full exhibit click here
About PHI GROUP, INC. (OTCMKTS:PHIL)
PHI Group, Inc. is engaged in mergers and acquisitions. The Company focuses on acquiring operating businesses in selective industries and invests in various ventures that may create long-term value for its shareholders. In addition, the Company also provides corporate finance services, including merger and acquisition advisory and consulting services for client companies through its subsidiary, PHI Capital Holdings, Inc. The Company’s business involves acquisitions of energy assets, as well as production and trading of energy commodities. The Company will continue to pursue its merger and acquisition program by acquiring all or controlling interests in target companies in various industries, including but not limited to conventional energy, renewables, natural resources, agribusiness, technology, transportation, education, distribution, mining, oil and gas, financial Services, healthcare and pharmaceuticals.