PHI GROUP, INC. (OTCMKTS:PHIL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement.

On March 6, 2017, PHI Group, Inc., a Nevada corporation (the
Company) and Azure Capital, a Massachusetts Corporation (the
Investor) entered into an Investment Agreement (the Investment
Agreement) and a Registration Rights Agreement (the Registration
Rights Agreement), each dated March 6, 2017 between the Company
and the Investor.

to the Investment Agreement, the Investor committed to purchase,
subject to certain restrictions and conditions, up to $10,000,000
worth of the Companys common stock, over a period of 36 months
from the effectiveness of the registration statement registering
the resale of shares purchased by the Investor to the Investment
Agreement. The Company agrees to reserve 20,000,000 shares of its
Common Stock for issuance to the Investor to the Investment
Agreement. In the event the Company cannot register a sufficient
number of shares of its Common Stock for issuance to the
Investment Agreement, the Company will use its best efforts to
authorize and reserve for issuance the number of shares required
for the Company to perform its obligations in connection with the
Investment Agreement as soon as reasonable practical.

The Company may in its discretion draw on the facility from time
to time, as and when the Company determines appropriate in
accordance with the terms and conditions of the Investment
Agreement. The maximum number of shares that the Company is
entitled to put to the Investor in any one draw down notice shall
not exceed shares with a purchase price of $250,000 or 200% of
the average daily volume (U.S. market only) of the Companys
Common Stock for the three (3) Trading Days prior to the
applicable put notice date multiplied by the average of the three
(3) daily closing prices immediately preceding the put date,
calculated in accordance with the Investment Agreement. The
Company may deliver a notice for a subsequent put from time to
time, after the pricing period for the prior put has been
completed.

The purchase price shall be set at ninety-four percent (94%) of
the lowest daily volume weighted average price (VWAP) of the
Companys common stock during the five (5) consecutive trading
daysimmediately following the put notice date. On each put notice
submitted to the Investor by the Company, the Company shall
specify a suspension price for that put. In the event the price
of Companys Common Stock falls below the suspension price, the
put shall be temporarily suspended. The put shall resume at such
time the price of the Companys Common Stock is above the
suspension price, provided the dates for the pricing period for
that particular put are still valid. In the event the pricing
period has been complete, any shares above the suspension price
due to the Investor shall be sold to the Investor by the Company
at the suspension price under the terms of the Investment
Agreement. The suspension price for a put may not be changed by
the Company once submitted to the Investor.

There are put restrictions applied on days between the draw down
notice date and the closing date with respect to that particular
put. During such time, the Company shall not be entitled to
deliver another draw down notice. In addition, the Investor will
not be obligated to purchase shares if the Investors total number
of shares beneficially held at that time would exceed 4.99% of
the number of shares of the Companys common stock as determined
in accordance with Rule 13d-1(j) of the Securities Exchange Act
of 1934, as amended. In addition, the Company is not permitted to
draw on the facility unless there is an effective registration
statement to cover the resale of the shares.

The Investment Agreement also contains customary representations
and warranties of each of the parties. The assertions embodied in
those representations and warranties were made for purposes of
the Investment Agreement and are subject to qualifications and
limitations agreed to by the parties in connection with
negotiating the terms of the Investment Agreement. The Investment
Agreement further provides that the Company and the Investor are
each entitled to customary indemnification from the other for,
among other things, any losses or liabilities they may suffer as
a result of any breach by the other party of any provisions of
the Investment Agreement or Registration Rights Agreement (as
defined below). Investor should read the Investment Agreement
together with the other information concerning the Company that
the Company publicly files in reports and statements with the
Securities and Exchange Commission (the SEC).

to the terms of the Registration Rights Agreement, the Company is
obligated to file one or more registrations statements with the
SEC within twenty-one (21) days after the date of the
Registration Rights Agreement to register the resale by the
Investor of the shares of common stock issued or issuable under
the Investment Agreement. In addition, the Company is obligated
to use all commercially reasonable efforts to have the
registration statement declared effective by the SEC within 90
days after the registration statement is filed.

In connection with the preparation of the Investment Agreement
and the Registration Rights Agreement, the Company paid $5,000 in
cash and delivered a non-interest bearing convertible promissory
note dated February 23, 2017 in the amount of $15,000 to the
Investor for the preparation of the Equity Line Transaction
documents.

The foregoing description of each of the Investment Agreement and
the Registration Rights Agreement is qualified in its entirety by
reference to the full text of the Investment Agreement and the
Registration Rights Agreement, respectively, which are filed as
Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and
incorporated herein by reference. The Company issued a press
release on March 7, 2017 regarding entry into the Investment
Agreement, which is attached as Exhibit 99.1.

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.

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.

PHI GROUP, INC. (OTCMKTS:PHIL) Recent Trading Information

PHI GROUP, INC. (OTCMKTS:PHIL) closed its last trading session up +0.007 at 0.111 with 13,100 shares trading hands.