UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 24, 2012
PHI GROUP, INC.
______________________________________________________________________________________
(Exact name of registrant as specified in its charter)
Nevada 002-78335-NY 90-0114535
________________________________________________________________________(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7251 W. Lake Mead Blvd., Suite 300, Las Vegas, NV 89128
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 702-475-5430
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Item 1.01 Entry into a Material Definitive Agreement
On or about December 29, 2012 and effective December 24, 2012, PHI Group, Inc. (the “Company”) entered into an agreement to purchase seventy-percent (70%) of equity ownership (the “Acquired Assets”) in PT Tambang Sekarsa Adadaya (“TSA”), an Indonesian company, which owns a 9,690-hectare coal concession purportedly with 71,038,925 MT measured coal resources and 205,334,343 MT indicated coal resources in West Sulawesi, Indonesia. According to the Agreement of Purchase and Sale (the “Agreement”) among TSA, the majority shareholder(s) owning at least seventy percent of TSA’s equity (the “Majority Shareholders”), and the Company, PHI Group will issue a total of $5,250,000 in PHI Group’s restricted common stock based on the twenty-day average closing price immediately prior to the issuance of such shares to the Majority Shareholders as a deposit for the purchase seven business days following the signing of the Agreement and will pay $5,250,000 in cash to the Majority Shareholders ten business days following the satisfactory legal, technical, financial and other due diligence of TSA and the Acquired Assets. Subject to satisfactory results of the due diligence to be performed by independent professionals, TSA and the Company expect to close the contemplated transaction in the latter part of March 2013, unless an extension of such closing is agreed in writing by all the parties involved.
Item 9.01(d) Financial Statement and Exhibits
(d) Exhibits:
Exhibit Number: Description
99.1 Exhibit 99.1 Press release dated January 3, 2013.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PHI GROUP, INC.
_______________________________________
(Registrant)
Date: January 7, 2013
By: /s/ Henry D. Fahman_____________
Henry D. Fahman
Chairman and CEO
Exhibit 99.1
PHI Group Signs Definitive Agreement to Acquire Indonesian Coal Asset
LOS ANGELES, CA and HANOI, VIETNAM-- (Marketwire - Jan 3, 2013) - PHI Group, Inc., (OTCQB: PHIL), a company focused on energy and natural resources, announced today that it has signed a definitive agreement to acquire 70% of equity ownership in PT. Tambang Sekarsa Adadaya ("TSA"), an Indonesian company, in exchange for cash and stock.
According to the agreement, PHI Group will pay a total of $5,250,000 in PHI Group common stock and $5,250,000 in cash to TSA, which owns a 9,690-hectare coal concession purportedly with 71,038,925 MT measured coal resources and 205,334,343 MT indicated coal resources in West Sulawesi, Indonesia, for the aforementioned 70% equity stake. Subject to additional technical, legal and financial verifications to be performed by independent professionals, both parties expect to close the contemplated transaction in the latter part of March 2013.
Specifications from laboratory analysis of coal samples at this concession are as follows: Gross Calorific Value: 6,278 Kcal/Kg (ADB); Total Moisture: 6.0% (ARB); Inherent moisture: 3.4% (ADB); Ash: 17.1% (ADB); Total sulfur: 0.87% (ADB); Volatile matter: 34.1% (ADB); Fixed carbon: 45.4% (ADB). For reference purposes, FOB/MV price of this coal grade is approximately $US75 per MT. The company intends to set the production level at 3 million MT per year by the second year of full operation.
This transaction is part of PHI Group's plan to accumulate a sizable portfolio of coal assets to respond to the increasing demand for coal in the Asia-Pacific region. Annual world coal demand is expected to grow from 7.6 billion MT in 2011 to 8.9 billion MT in 2016 and more than 85% of global demand growth will come from China and India. New coal-fueled generation of 395 GW is expected by 2016. In 2011, total global coal exports amounted to 1,040 million MT, of which Indonesia accounted for 319 million MT and Australia 281 million MT. Other countries in Asia Pacific all need to import coal to generate electricity. For example, by 2017, Vietnam will need to import 24 million MT and Malaysia 29.7 million MT per year. As Japan shuts down 50 nuclear power plants by 2040, it will need to rely more on natural gas, coal and renewables to fill that gap.
Henry Fahman, Chairman of PHI Group, said, "We are currently working with professional teams to conduct the independent due diligence requirements for the closing of this transaction and will update our shareholders and investors on the progress."
About PHI Group Inc.
Focused on energy and natural resources, PHI Group accumulates coal assets in Indonesia, cooperates with international partners to develop power plants, and provides advanced renewable energy technologies in conjunction with select industry groups. Website: www.phigroupinc.com/.
Safe Harbor: This news release contains forward-looking statements pursuant to the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Contact:
Henry Fahman
+1-702-475-5430
Email: info@phigroupinc.com
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