Contracts and Commitments | NOTE 16 CONTRACTS AND COMMITMENTS BUSINESS AND FINANCIAL CONSULTING AGREEMENT WITH THINH HUNG INVESTMENT CO. During the fiscal year ended June 30, 2010 the Company signed an agreement with Thinh Hung Investment Co., Ltd., a Vietnam-based company, to assist Thinh Hung in identifying, locating and, possibly, acquiring various business opportunities for Thinh An Co., Ltd., a subsidiary of Thinh Hung, including but not limited to a reverse merger, a stock swap, or a business combination between Thinh An and a publicly-traded company in the U.S. In exchange for the services rendered, the Company would receive compensation in cash from Thinh Hung and common stock of the combined company. As of September 30, 2011, the Company consummated a stock purchase and investment agreement between Thinh Anh Co., Ltd. and Vietnam Foods Corporation, a Nevada corporation. However, the combined company has not filed a registration statement with the Securities and Exchange Commission to become a reporting company. The Company has recognized $26,656 as only revenues from this transaction. During the fiscal year ended June 30, 2016, the Company repaid $5,000 to Thinh Hung Investment Co.. The balance of $288,219 was booked as Customer Advances in the liability portion of the balance sheet. CONSULTING AGREEMENT WITH SPORTS POUCH BEVERAGE COMPANY On June 3, 2015, PHI Capital Holdings, Inc., a wholly owned subsidiary of the Company, signed a Consulting Engagement Agreement with Sports Pouch Beverage Company (“SPBV”), a Nevada corporation, to provide consulting services and assist SPBV with respect to business development, mergers and acquisitions, corporate governance, and corporate finance. PHI Capital Holdings, Inc. is entitled to receive up to forty percent of common stock in SPBV as compensation for the services rendered. The duration of this agreement is one year. As of December 31, 2016 PHI Capital Holdings, Inc. has recorded a total of 292,050,000 shares SPBV stock as earned revenues from this transaction and returned 97,350,000 shares to the client. AGREEMENT FOR DEFRAYAL OF EXPENSES AND STOCK COMPENSATION WITH ASIA GREEN CORPORATION On July 17, 2015, the Company signed an agreement to provide $75,000 to Asia Green Corporation (AGMC”), a Nevada corporation, for AGMC to pay certain required expenses and resume its status as fully reporting company with the Securities and Exchange Commission. In exchange for the fund, AGMC agrees to allocate 500,000 shares of its Common Stock upon the consummation of a business combination between itself and a Vietnamese company engaged in agriculture and reforestation. This amount was recorded as Deposit for Acquisition in the Company’s balance sheet as of December 31, 2016. BUSINESS COOPERATION AGREEMENT WITH PT JAYA SAKTI GLOBALINDO On March 17, 2016, the Company signed a Business Cooperation Agreement with PT Jaya Sakti Globalindo (JSG), an Indonesian company, to utilize hard assets held by JSG and its affiliates as collaterals for project financing. The parties intend to enter into definitive agreements for the collateral provision in connection with specific projects and the terms and conditions of such provisions. As of the date of this report, the Company has not undertaken any projects that would qualify for the utilization of collateral assets from JSG and its affiliates. ENGAGEMENT LETTER WITH MILOST ADVISORS, INC. On July 11, 2016, the Company signed an engagement letter with Milost Advisors, Inc. to assist the Company in its analysis, consideration and, if appropriate, execution of various financial and strategic alternatives available to it, including securing additional equity and/or debt capital, assisting the Company in its analysis and consideration of financial aspects of certain potential strategic transactions such as mergers, acquisitions, spin-offs, joint ventures, minority investments, negotiated purchases, or other similar transactions. In consideration for the services rendered by Milost, the Company agrees to pay Milost a retainer fee equal to $100,000, payable in the form of $10,000 in cash and $90,000 in stock of the Company valued at $0.40 per share. The Company also agrees to pay Milost a success fee of 8% for equity financing and 5% for mezzanine and senior debt financings. As of the date of this report, the Company has sent a letter to terminate the agreement and requested Milost Advisors, Inc. to return a portion of the 225,00 shares of PHI Group, Inc. stock issued to Milost Advisors on July 29, 2016 to the Company. MEMORANDUM OF UNDERSTANDING BETWEEN MILOST GLOBAL, INC. On July 18, 2016, the Company signed a Memorandum of Understanding with Milost Global, Inc., a U.S. private equity firm, to cooperate in promoting the competitiveness of each other as well as joint activities to acquire cash-flow positive companies in North America, South Africa, Australia, Singapore and New Zealand and seek growth through M&A alternatives in order to fast-track shareholder value and dividend distribution. Both parties agree to use Milost Advisors, Inc. as the first right of refusal advisor to conduct a strategic planning exercise, form a new Special Purpose Company (SPC) through which the partnership activities will be carried out. The same SPC will be held, managed and controlled by both parties pari passu. It is intended that this partnership will assist both parties with the implementation of their combined growth strategies and will help identify areas where each party can provide capacity building support. The Company intends to terminate this memorandum of understanding with Milost Global, Inc. LETTER OF INTENT TO ACQUIRE A SOUTH AFRICAN MINING SERVICES COMPANY On July 19, 2016, the Company presented a pre-conditional non-binding undertaking to make an offer to acquire the entire issued capital of an undisclosed South African mining services company listed on the Johannesburg Stock Exchange (“SA Target”). On July 25, 2016, approval was given by the SA Target’s Board of Directors to its management team to enter into further discussions with PHI Group in good faith and to proceed with the due diligence process outlined in the undertaking. Following the completion of the due diligence process conducted by Milost Advisors, Inc. and the Company, on September 3, 2016, the Company presented a Letter of Intent (“LOI”) to the SA Target to acquire all its issued capital in exchange for common stock in PHI Group. The exchange rate would be determined on the basis of 10 days’ Volume-Weighted Average Price (VWAP) of both companies before the day of the LOI. According to the LOI, the Company also commits to the provision of a USD $ 20 million shareholder loan facility to the SA Target. Approximately USD $ 12 million will be used for the repayment of the SA Target subsidiary’s term loan and the remaining USD $ 8 million will be available as a draw down facility for financing the working capital requirements of the SA Target. The USD $ 12 million facility will be non-interest bearing until the company has effectively turned around or whilst there are minority shareholders in Buildmax. Thereafter, interest of 5% per annum will be charged on the shareholder loan and the loan will be repaid over a period to be agreed depending on the free cash flow generated by the SA Target. On September 6, 2016, approval was granted by both the SA Target’s Board of Directors and Independent Board to its management team to enter into further discussions with PHI Group in good faith and to proceed with the transaction. On September 14, 2016, the Company received confirmation from SA Target’s management that 77% of the shareholders of the SA Target approved the acquisition offer by PHI Group. On October 10, 2016, Milost Global, Inc. submitted a revised offer to SA Target, which was declined by SA Target’s Board of Directors on October 11, 2016. The Company will not pursue this transaction. SECURED LINE OF CREDIT FACILITY WITH TCA GLOBAL CREDIT MASTER FUND, LP On August 30, 2016, the Company signed a term sheet with TCA Global Credit Master Fund, LP (“Investor”) for a maximum $15,000,000 senior secured line of credit, of which $4,000,000 will be made available to the Company on the first drawdown (the “Initial Line of Credit”) for acquisition financing. The Closing Date will be the start date for the Line of Credit Facility. The Company, at the discretion of the Investor, may request an increase in the line of credit at agreed upon time periods and agreed upon amounts. The sum of the Initial Line of Credit and the subsequent line increases, if any, (the “Then Current Line Size”) shall not exceed the maximum line of credit. Each subsequent line increase will require the Company to execute and deliver a new or revised revolving note to the Investor and be responsible for any fees and expenses associated with the line increase. The line of credit may be drawn down, at the Investor’s discretion, and repaid by the Company throughout the term of the facility. The amount requested to be drawn down (the “Advance”) shall not exceed 80% of repayments to the Investor’s designated account, less interest and fees, if the reserve amount on the Then Current Line Size has not been satisfied. The frequency of Advances will be mutually agreed upon between the Investor and the Company. As of the date of this report, the Company has not drawn down any amount from the line of credit. MILOST EQUITY SUBSCRIPTION AGREEMENT On September 8, 2016, the Company entered into a Letter of Intent with Milost Global, Inc., a U.S. private equity firm, with respect to the principal terms and conditions under which Milost Global, Inc. will invest up to $100 million in PHI Group, Inc. Investment in the amount of $50 million will be as equity and $50 million as loan. On September 25, 2016, the Company signed an agreement with Milost Global, Inc. for up to $50 million structured as a Milost Equity Subscription Agreement (the ‘MESA”) whereby Milost Global is willing to initially invest $15 million for working capital needs of PHI Group. The amount of $15 million will be drawn down in tranches at a minimum of $500,000 until fully utilized. Further, the MESA will be utilized for the share exchange between Milost Global, Inc. and PHI Group and the balance of the $50 million facility will be available for equity leakage fir future acquisitions of PHI Group. According to the structure of the MESA, Milost Global, Inc. is entitled to purchase shares of common stock of PHI Group for a price per share on the basis of $2 at a discount of 20%. The Company and Milost agree that for as long as the Company’s stock price has not reached $2 per share, Milost Global, Inc. will receive the Company’s convertible notes instead of the Company’s shares for each drawdown. Milost Global, Inc. has the right to convert the convertible notes into common shares of the Company once the price of PHI Group’s stock reaches the target price of $2. The Company agrees to pay Milost Global, Inc. a commitment fee equal to 4% of the total commitment, payable within 3 business days after the price of the Company’s common stock reaches the target price of $6. On September 27, 2016, the Company submitted a Drawdown Notice to Milost Global, Inc. for a total of $2,750,000 from the MESA’s total $50-million commitment in form of a convertible note bearing annual interest of 5% and convertible to common stock at 20% discount when PHI Group’s common stock reaches $2 per share. The proceeds from this drawdown are allocated as follows: $2,150,000 towards the cash payment for the purchase of the agricultural company (“Agri Target”) in Southeastern United States, $500,000 for due diligence and document fees for the acquisitions of the SA Target, Agri Target and an educational company in Canada, and $100,000 for general working capital. On September 28, 2016, Milost Global, Inc. confirmed that $500,000 had been remitted to Milost Advisors from Milost Global, Inc. on behalf of PHI Group, Inc. as part of the first Drawdown Notice presented to Milost Global, Inc. by the Company. As of the date of this report, the Company has not received any direct disbursements from Milost Global, Inc. for the drawdown. The Company intends to terminate the Milost Equity Subscription Agreement. LETTER OF INTENT TO ACQUIRE AGRICULTURAL BUSINESS IN SOUTHEASTERN UNITED STATES On August 24, 2016, the Company tendered a Letter of Intent to acquire an undisclosed fruit and vegetable company (“Agri Target”) in Southeastern United States for a total of 81% in cash and 19% in common stock of PHI Group. On September 6, 2016, the owner of the Agri Target made a counter offer which was accepted by the Company on September 16, 2016. The Company has conducted the due diligence review of the Agri Target and decided not to pursue this transaction. LETTER OF INTENT TO ACQUIRE CANADIAN EDUCATIONAL COMPANY. On September 3, 2016, the Company signed a Letter of Intent for Acquisition (“LOIA”) with an undisclosed educational company in Canada (“EDU Target”) that owns and operates 21 campuses and enrolls approximately 20,000 students yearly in various English language and career training educational courses. According to the LOIA, the Company will acquire all the issued and outstanding shares of the EDU Target in exchange for common stock of PHI Group and provide a total of C$20 million in cash and stock investment in EDU Target to settle bank debts and allow for operating working capital. On October 3, 2016, the Company presented a revised LOIA to EDU Target to modify the terms of the transaction, whereby the Company agrees to acquire approximately 311,286,356 shares of EDU Target’s stock valued at C$0.0165 per shares in exchange for common stock of PHI Group. In addition, the Company will provide C$20 million cash investment of which C$6.2 million will be for settlement of bank debts and the remaining balance of C$13.8 as operating working capital. As of the date of this report, the Company has conducted limited due diligence review of EDU and decided not to pursue this transaction. CONSULTING SERVICE AGREEMENT WITH TANS COMPANY LTD. On September 9, 2016, PHI Capital Holdings, Inc. signed a Consulting Service Agreement with Tans Company, Ltd., a Vietnam-based company, to provide advisory and consulting services on a non-exclusive basis to assist Tans Co. in becoming a publicly traded company in the U.S. Stock Market. The Company is entitled to cash compensations from Tans Co. and a portion of equity in the new public company. As of the date of this report, this transaction is subject to further review by both parties. SALE OF LAND IN LIVE OAK, FLORIDA On September 21, 2016, the Company entered into a Sale and Purchase Agreement to sell two lots of land in Live Oak, Florida (Lot 18 & 19 of EAGLE’s NEST, according to Plat Book 1, Page 502, of the Public Records of Suwannee County, Florida) back to Klausner Holding USA, Inc., a Georgia corporation. This transaction was closed during December 2016. CONSULTING SERVICE AGREEMENT On September 23, 2016, the Company signed an agreement to engage a consultant for M&A due diligence, business development, and other corporate services for a period of on year. The Company has agreed to pay the consultant a one-time fee of one hundred thousand restricted shares of the PHI Group’s stock as compensations for the term of the agreement. MEMORANDUM OF UNDERSTANDING TO ACQUIRE ABOUND FARMS, INC. On September 30, 2016, the Company signed a Memorandum of Understanding with Abound Farms, Inc., (“AFI Target”) a U.S. company, to acquire 100% of AFI Target. AFI Target is engaged in hydroponics and possesses proprietary water treatment systems and nutrients that are known to substantially enhance farming yields. The MOU sets forth the guidelines for further negotiations between AFI Target and the Company before the signing of a definitive agreement that contains representations, warranties, covenants, and indemnities customary for a transaction of this type. The Company intends to incorporate the AFI Target’s water treatment systems and nutrients to the Agri Target’s business after the closing of these transactions. AGREEMENTS FOR INVESTOR AND PUBLIC RELATIONS SERVICES On September 30, 2016, the Company signed agreements with two independent consulting firms for investor and public relations services for a total period of six months. The Company has agreed to pay these companies a total of $35,000 in cash and 100,000 shares of restricted common stock of PHI Group, Inc. As of the date of this report, the Company has issued 100,000 shares of restricted common stock of Phi Group, Inc. to one of the two consulting firms. LETTER OF INTENT TO ACQUIRE LIME ROCK MINE IN FLORIDA, U.S.A. On October 26, 2016, the Company signed a Letter of Intent with Blue Rok, Inc., a Florida corporation, to acquire a lime rock mine at 3153 W. U.S. Highway 27 Mayo, Florida 32066, consisting of property, facilities, equipment, inventory, and licenses and permits, including 16.6 acres of land owned free and clear by BRI and 140 acres of land leased from three discrete landowners for mining purposes, for a total purchase price of $2,900,000. It is agreed that $1,500,000 of the total purchase price will be paid in cash upon closing and $1,400,000 will be paid in 10 six-month installments of $140,000 each without interest. As of the date of this report, the Company has conducted limited due diligence review of Blue Rok and decided not to pursue this transaction. LETTER OF INTENT TO ACQUIRE A FARM IN HOLMES COUNTY, FLORIDA On November 3, 2016, the Company a Letter of Intent to acquire a 408-acre farm together with buildings, fixtures, and farming systems and in Bonifay, Holmes County, Florida for a total purchase price of $1,500,000. Subject to further satisfactory due diligence review by the Company and mutual agreement between parties, the Company and the farm owners will enter into a definitive Sale and Purchase Agreement for the consummation of this transaction. The Company intends to use this property to develop a proprietary organic farming program in conjunction with EB-5 investment capital from qualified international investors. |