(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
PHI Group Signs Definitive Agreement to
Acquire Indonesian Coal Asset LOS ANGELES, CA and HANOI, VIETNAM, Jan 03, 2013 (MARKETWIRE via COMTEX) -- 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 Contact
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Investment Profile OTC Markets: PHIL
PHI GROUP provides a unique opportunity for investors to capitalize on both the growing demand for conventional energy in Asia Pacific in the near term and the preferred solutions to energy problems using breakthrough renewable energy technologies in the long term. Company Description PHI Group, Inc., formed in June 1982, is a publicly traded company focused on energy and natural resources. The company operates a trading division and collaborates with producing mine owners to provide coal supplies and other industrial products to end-buyers and importers. We also acquire and accumulate a portfolio of our own energy assets in Indonesia. In addition, we develop coal-fired power plants in Vietnam in conjunction with local and international partners and provide clean renewable energy solutions using wind power, hydro-magnetic gravitational and other technologies. Products and Services Coal Business Our company’s coal business is organized along three prongs: Trading activity We have agreements with producing mines and suppliers to provide coals and other minerals to customers in China, Korea, India, Taiwan, Thailand, Vietnam, etc. Average shipping volume for 2013 is expected to be 300,000 to 600,000 MT per month. Joint operations (JO) The Company collaborates with producing mine owners in South, Central and East Kalimantan, Indonesia through joint operation plans to expand production capacities and provide coal supplies to customers in Asia Pacific. We expect to generate revenues from these JO agreements in three to six months. Acquisitions of coal assets We have signed agreements to acquire two coal concessions in Indonesia with total reserves of 210 million MT. We plan to go into production in 9 to 12 months after closing and anticipate generating $20 million in revenues and $3.3 million in net profit per month from these two mines by the second year of operation. Our goal is to acquire one billion MT of coal reserves in the next three to five years. Coal-fired Power Plants We have partnered with VIP Group and Hoang Ngoc Joint Stock Company to develop three to five coal-fired power plants with total capacity up to 6,000 MW in Quang Binh, Quang Tri, Khanh Hoa, and An Giang Provinces, Vietnam. We will provide advanced technologies to equip these plants and engage key investors with operational history in the area of thermal electric plants to participate in these projects. In addition, we will provide coal supplies from our coal concessions in Indonesia to these power plants through long-term off-take contracts. We plan to retain an equity interest in these power plants. Renewable Energy PHI GROUP partners with three U.S. companies to provide clean renewable energy solutions. Global Sun Wind Power Corp. GSWP supplies proven, patented wind energy, solar power, and battery storage systems and back-up power generators in a unified system. GSWP is currently working on a $140 million electrification project in Uganda and a $1.1 billion energy program for over 2,000 villages in Rwanda under the auspices of the World Bank. We have an effective Letter of Intent to acquire GSWP for a combination of cash and stock in PHI GROUP. Global Development Systems The GDS’ Energy System is the world’s first, and only hydro-magnetic gravitational renewable energy system that provides unlimited clean energy by harnessing the forces of gravity and waves in a controlled venture and business cooperation agreements with GDS to set up pilot plants in India and Indonesia as well market the technology in Asia Pacific. Makani Power Makani Power’s airborne wind turbines eliminate 90% of the mass of conventional wind turbine and access a stronger, more consistent wind at altitudes of near 1,000 feet. This system is capable of delivering energy at an unsubsidized cost competitive with coal, the current benchmark for low-cost power. We have signed a business cooperation agreement with Makani to provide this technology system to the countries of Asia Pacific and Australia. Market and Competition Energy demand growth According to the U.S. Energy Information Administration, world marketed energy consumption is projected to increase by 44% from 2006 to 2030. For coal consumption, annual world coal demand is expected to grow from 7.6 billion tonnes in 2011 to 8.9 billion tonnes 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 tonnes, of which Indonesia accounted for 319 million tonnes and Australia 281 million tonnes. Other countries in Asia Pacific all need to import coal to generate electricity. For example, by 2017, Vietnam will need to import 24 mtpa and Malaysia 29.7 mtpa. Japan will shut down 50 nuclear power plants by 2040 and will need to rely on natural gas, coal and renewables to fill that gap. Competition Indonesia’s top six coal producers (Bumi, Adaro, Kideco, Berau, Banpu, and PTBA) accounted for more than 75% of Indonesia’s coal production between 2002 and 2009 and plan to increase their production substantially over the next decade. There are also numerous medium and small coal miners in Indonesia that have longer operational history and stronger financial strength than we. Our coal production is expected to be less than one percent of the total Indonesian coal output in the first two years of operation. Production Plan For our coal business, we have established good relationships with, and depending on each project, will engage reputable mining consultants and contractors such as Leighton, PAMA, Petrosea, PT Thiess, PT Runge, and SRK Consulting, to assist us in technical due diligence, feasibility study, mine planning, and mine operation and production. For our renewable energy businesses and power plant developments, our industry partners will manage the related technical and operational aspects of each project. Financial Plan We will need to raise additional capital to implement each stage of our business plan. We have established a network of institutional investors, strategic partners, investment bankers, private equity funds and accredited individual investors in the U.S., Europe and Asia that are interested in investing in our company as well as providing project financing, depending on each particular project. Company Guidance The company revenue guidance for FY’s 2013 and 2014 are $1.85 million and $98.08 million with projected profits of $838,140 and $17.62 million respectively, based on our anticipated trading activity, joint operations with local Indonesian coal producers, and production from the two coal concessions we are acquiring. We also expect to see substantial increases in total revenues and profits from the third year of mine operations onward with multiple producing mines of our own and additional benefits from renewable energy business activities in the foreseeable future. Risk Factors • Early-stage enterprise • Strength of the global economy; • Demand for electricity; • Global supply of coal; • Political risk and inflation risks; • Financing and operational risks. Contact: info@phigroupinc.com
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