CONTRACTS AND COMMITMENTS | NOTE 13 CONTRACTS AND COMMITMENTS 1. EQUITY LINE OF CREDIT WITH INSTITUTIONAL INVESTOR On March 01, 2022, the Company entered into an equity purchase agreement with Mast Hill Fund LP (“The Investor”) as follows: The Investor will provide an equity line of up to $ 10,000,000 10,000,000 The pricing period of each put will be the 7 trading days immediately following receipt of the Put Shares (the “Pricing Period”). The purchase price per share shall mean 90% of the average of the 2 lowest volume-weighted average prices of the Common Stock during the Pricing Period, less clearing fees, brokerage fees, other legal, and transfer agent fees incurred in the deposit (the “Net Purchase Amount”). The Investor shall pay the Net Purchase Amount to the Company by wire for each Drawdown Notice within 2 business days of the end of the Pricing Period. The put amount in each Drawdown Notice shall not be less than $50,000 and shall not exceed the lesser of (i) $500,000 or (ii) 200% of the average dollar trading volume of the Common Stock during the 7 trading days immediately before the Put Date, subject to Beneficial Ownership cap. There shall be a 7 trading day period between the receipt of the Put Shares and the next put. The Company intends to file an S-1 Registration Statement with the Securities and Exchange Commission for this Equity Line of Credit as part of its alternative financing plan. 2. AGREEMENT WITH TECCO GROUP FOR PARTICIPATION IN PHILUX INFRASTRUCTURE FUND COMPARTMENT OF PHILUX GLOBAL FUNDS On August 10, 2020, Tecco Group, a Vietnamese company, signed an agreement with PHI Luxembourg Development SA, a subsidiary of the Company, to participate in the proposed infrastructure fund compartment of PHILUX Global Funds SCA, SICAV-RAIF. According to the agreement, Tecco Group will contribute $ 2,000,000 49 156,366.25 3. INVESTMENT AGREEMENTS AND MEMORANDUM OF UNDERSTANDING As of December 31, 2023, the Company and its subsidiaries have seven active agreements for loan financing, asset management, partnership, joint venture, and memorandum of understanding with international investor groups for a total of 4.99 4. DEVELOPMENT OF THE ASIA DIAMOND EXCHANGE AND INTERNATIONAL FINANCIAL CENTER IN VIETNAM Along with the establishment of Philux Global Funds, the Company has worked with the Authority of Chu Lai Open Economic Zone in Central Vietnam and the Provinces of Quang Nam and Dong Nai, Vietnam, to develop the Asia Diamond Exchange for lab-grown, rough and polished diamond together with a multi-commodities logistics center. Mr. Ben Smet, who successfully established the Dubai Diamond Exchange in 2002-2005, has been leading fulltime a group of experts for the setup of the Asian Diamond Exchange since January 2018. He has brought together the 11 main trading players in the rough diamond industry to come to Vietnam. He has established a partnership with the biggest player in the rough trading and polishing group, the Mehta Family Group. Other main international diamond trading groups as the Mody Group, Diamac etc. have joined the overall venture. Furthermore, together with the groups, a full Kimberly Process Certification Scheme (KPC) to prevent ‘conflicting diamond’ trading was established and is aligned from time to time. Also, the new lab grown diamond KPC scheduling is already implemented. A unique and KPC approved structure has been established where under the PHI Vietnam umbrella, in collaboration with KPC Mum- bai (India), a ‘Public-Private-Partnership (PPP)’ is established in which the Vietnamese authorities hold 15 85 The Company has taken the decision to move the greater part of the ADE rough and polishing venture, first to an Industrial Zone to be established close to the new international Airport in Long Thanh District, Dong Nai Province, Vietnam and then to the Thanh Da Island. This location change has caused that the entire KPC Process and administration has to be adapted and redone with renewed financial input, mostly carried by Mr. Smet. A rough diamond trading export flow to Vietnam was negotiated and concluded by Mr. Smet with the DMCC and Dubai Diamond Exchange. This year, an international diamond trading platform was created by Mr. Smet to unify the trading efforts of Alrosa and De Beers/Bonas. Mr. Smet was advised and counselled thereto by Mr. A. Mehta, the senior board member of the Alrosa Group. Together with Mr. A. Mehta, Mr. Smet has also covered the financial backbone of the diamond trading venture via the setup of a financial institution in Botswana. It is the intention of Mr. Smet to donate 50 Mr. Smet had also established a collaboration partnership with the Antwerp Diamond Exchange (Belgium), the Dubai Diamond Exchange and the Tel-Aviv Diamond Exchange. Negotiations have started to involve a new economic free-zone in Jordan into the ongoing project. Recently, Mr. Smet has started a structuring project, in order for PHI to set up and establish an International Financial Center on the Thanh Da Island in connection with the Asian Diamond Exchange. This will be similar as what Mr. Smet has established successfully for Dubai in 2002-2005 and is now incorporating the international changes of the last decade. Once the Company has effectuated all budgeting and all financial requirements and obligations, the ongoing process will effectively materialize and Mr. Smet then shall transfer the entire venture to Philux Global Group, Inc. On June 04, 2022 the Company incorporated Asia Diamond Exchange, Inc., a Wyoming corporation, ID number 2022-001010234, as the holding company for this venture. 5. AGREEMENT WITH FIVE-GRAIN TREASURE SPIRITS CO., LTD. On January 18, 2022 PHI Group entered into an Agreement of Purchase and Sale with Five Grain Treasure Spirits Co., Ltd. (“FGTS) and the majority shareholders of FGTS (the “Majority Shareholders”) to acquire seventy percent ( 70 6. AGREEMENT FOR COMPREHENSIVE COOPERATION WITH DR. TRI VIET DO On February 10, 2023, the Company signed an agreement for comprehensive cooperation with Dr. Tri Viet Do, a German-trained expert in electromagnetic energy and quantum physics, to jointly cooperate in the development and commercialization of a number of key products using proprietary intellectual properties already developed by him. The scope of study and development includes: 1) Producing generators using electromagnetic and quantum fields extracted from the energy absorbed from the earth; 2) Producing engines (spaceships, airplanes, ships, cars, trains, motorcycles, etc.) powered by electromagnetic and quantum energy; 3) Machines to kill harmful bacteria and viruses, including covid-19 and variants; 4) Medicines to treat 25 types of infectious diseases and cancers using atomic nuclear energy, super-matter and antimatter; 5) Desalination of seawater, separating minerals, medicines and rare metals from sea water; 6) Environmental technology for treating and sterilizing wastewater to become clean water; 7) Waste treatment by automatic classification of wastes into various categories; 8) Clean agriculture with electromagnetic and quantum fields for use in farming; and 9) Aquatic poultry farming by treating the rearing environment with electromagnetic and quantum fields and providing food energy for poultry and aquatic products. As of the date of this report, the Company has also evaluated other clean energy technologies that may have potential commercialization advantages. 7. Investment Commitment AgreementS WITH Saigon Silicon City JSC On February 21, 2023, Philux Global Group Inc. (a/k/a PHI Group, Inc.) and its subsidiaries Philux Global Funds SCA, SICAV-RAIF and Philux Global Vietnam Investment and Development Company, Ltd., (collectively referred to as “the Investor”) signed an Investment Commitment Agreement with Saigon Silicon City Joint Stock Company (the “Company”) whereby the Investor is committed to providing or causing to be provided a total of five hundred million U.S. dollars (USD 500,000,000 According to the Investment Commitment Agreement, within thirty days of the signing of this Agreement, the Investor will provide or cause to be provided fifty million U.S. dollars (USD 50,000,000 50,000,000 500,000 Effective March 21, 2023, the Company and Saigon Silicon City JSC signed an amendment to amend Article 2 of the afore-mentioned Investment Commitment Agreement as follows: “Time frame. Due to additional administrative and legal requirements in connection with the Investor’s release of funds, within thirty days of the signing of this Amendment, the Investor will provide or cause to be provided fifty million U.S. dollars (USD 50,000,000 On April 21, 2023, both parties signed an amendment to extend the delivery of the first investment tranche to Saigon Silicon City JSC within forty-five days commencing April 21, 2023. On June 05, 2023, Philux Global Vietnam Investment and Development Co. Ltd., a subsidiary of Philux Global Group Inc. (f/k/a PHI Group, Inc.), and Saigon Silicon City JSC signed an Agreement to terminate the Investment Commitment Agreement previously entered into by the two parties on February 21, 2023 in its entirety. On June 05, 2023 Philux Global Group Inc. (a/k/a PHI Group, Inc.) (the “Investor”/”Provider”) signed an Investment Commitment Agreement with Saigon Silicon City Joint Stock Company (the “Company”) whereby the Investor/Provider is committed to providing or causing to be provided up to one and half billion U.S. dollars (USD 1,500,000,000 According to the Investment Commitment Agreement, upon the signing of this Agreement, the Company shall make a deposit of Five Hundred Thousand U.S. Dollars (USD 500,000 Within thirty days after the deposit of at least two hundred thousand U.S. dollars (USD 200,000 50,000,000 The foregoing description of the Investment Commitment Agreement by and between Philux Global Group Inc. and Saigon Silicon City JSC dated June 5, 2023 is qualified in its entirety by reference to the full text of said Agreement, which is filed as Exhibit 10.1 to the Current Report on Form 8-K on June 13, 2023. The Company intends to use part of the capital from the financing and asset management agreements to invest in Saigon Silicon City. 8. BUSINESS COOPERATION AGREEMENT WITH SSE GLOBAL JSC In May 2023, the Company signed a Business Cooperation Agreement with SSE Group JSC, a Vietnamese joint stock company, to jointly cooperate in the areas of energy efficiency and mitigation of global greenhouse gas (GHG) emissions by using SSE Group’s proprietary technologies. According to the agreement, SSE Group JSC and Philux Global Group Inc. have incorporated “SSE Global Group Inc.,” a Wyoming corporation, Registration ID 2023-00127, ( www.sseglobalgroup.com Global GHG emissions have been steadily increasing over the years, primarily due to human activities such as burning fossil fuels, deforestation, industrial processes, and agriculture. Carbon dioxide (CO2) is the most significant GHG, accounting for the majority of emissions. The main sectors contributing to GHG emissions are energy production, transportation, industry, agriculture, and land use change. Emerging economies, such as China and India, have witnessed significant increases in emissions due to rapid industrialization and urbanization. Rising GHG emissions lead to the greenhouse effect, causing global warming and climate change. This phenomenon contributes to various environmental and socio-economic challenges, including extreme weather events, sea-level rise, disrupted ecosystems, and threats to human health and food security. SSE Group’s proprietary technologies are a self-sustaining energy system created by absolute interactions with the air condition of the atmosphere. Test results have shown that this system can enhance and extend the burning time of traditional fuels such as gasoline, diesel and coal by 50 9. CONVERTIBLE PROMISSORY NOTE WITH 1800 DIAGONAL LENDING LLC. On June 1, 2023, the Company issued a Convertible Promissory Note to 1800 Diagonal Lending LLC, a Virginia limited liability company, for $ 52,805.00 17 22 9,256.17 2,000.00 59,537.00 58 10. PURCHASE AND SALE AGREEMENT WITH JINSHAN LTD. CO. On June 27, 2023, Premier Enterprises Group Inc., a Wyoming corporation and subsidiary of PHI Group, Inc. (/n/k/a Philux Global Group Inc.), (the “Registrant”) entered into an Agreement of Purchase and Sale with Jinshan Limited Liability Company, a limited liability company organized and existing by virtue of the laws of Socialist Republic of Vietnam, with principal business address at 37 Road No. 4, Do Thanh Housing Complex, Ward 4, District 3, Ho Chi Minh City, Vietnam, hereinafter referred to as “JSH,” the Majority Member(s) of JSH, hereinafter referred to as the “Majority Member(s),” (both JSH and the Majority Member(s) are referred to as the “Seller”), to acquire fifty-one percent ( 51 The value of JSH’s fifty-one percent ( 51 5,194,714 51 51 The Closing of this transaction is subject to PEG’s being listed and traded on a U.S. stock exchange at least one month prior to the Closing date. The foregoing description of the Agreement of Purchase and Sale dated June 27, 2023 among Premier Enterprises Group Inc., a subsidiary of PHI Group, Inc., Jinshan Limited Liability Company and the Majority Member(s) of JSH is qualified in its entirety by reference to the full text of said Agreement, which was filed as Exhibit 10.1 to the Form 8-K on June 28, 2023. 11. BUSINESS COOPERATION AGREEMENT WITH SAPHIA ALKALI JOINT STOCK COMPANY On June 27, 2023, SAPHIA ALKALI JOINT STOCK COMPANY, a Vietnamese joint stock company with principal business address at No 27, Sub-alley 1, Alley 104, Viet Hung Street, Viet Hung Ward, Long Bien District, Hanoi City, Vietnam, represented by Mrs. Nguyen Phuong Dung, its Chairperson, hereinafter referred to as “SAP,” and PHI GROUP INC. (/n/k/a PHILUX GLOBAL GROUP INC, hereinafter referred to as “PGG,” signed a Business Cooperation Agreement and agreed to undertake the followings: - SAP and PGG agree to jointly cooperate primarily in the areas of alkali technologies as well as any other business that may be considered mutually beneficial. - - SAP will initially make available and transfer certain technologies as may be needed to NewCo to serve the needs of this Business Cooperation Agreement. - The relationship established between SAP and PGG by this Agreement shall be exclusive with respect to the areas of SAP’s proprietary technologies outside of Vietnam. - - In particular, PGG will be responsible for providing or causing to be provided three hundred million U.S. dollars (USD 300,000,000 40 60 - The parties herein shall determine the capital structure of NewCo in a separate subsequent addendum to this Business Cooperation Agreement. - The Business Cooperation Agreement shall be effective upon signing and shall terminate in writing by the Parties. The foregoing description of the Business Cooperation Agreement dated June 27, 2023 between Saphia Alkali Joint Stock Company and Philux Global Group Inc. is qualified in its entirety by reference to the full text of said Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K July 3, 2023. 12. DEVELOPMENT OF PHILUX GLOBAL TRADE, INC. On August 19, 2022, the Company established Philux Global Trade, Inc., a Wyoming corporation, to engage in international trade. 13. ASSET MANAGEMENT AGREEMENT On August 30, 2023, the Company signed an Asset Management Agreement with an European ultra-high net-worth investor to manage a total of ninety million U.S. dollars ($ 90,000,000 2 30 14. ISSUANCE OF CONVERTIBLE PROMISSORY NOTE On November 9, 2023, the Company issued a Convertible Promissory Note to 1800 Diagonal Lending LLC, a Virginia limited liability company, for $ 58,500.00 17 22 10,326.34 2,000.00 65,958.00 58 15. Agreement for Comprehensive Cooperation WITH a Vietnamese Inventor On December 8, 2023, a Vietnamese engineer (the “Inventor”), and the Company entered into an Agreement for Comprehensive Cooperation Agreement and agreed to undertake the followings: 1) Applying the Inventor’s proprietary inventions that are specifically designed to exploit the earth’s available geomagnetic energy to generate energy and store energy without using an energy storage system (ESS). 2) Producing and providing generators using the earth’s available geomagnetic energy. 3) Producing engines (spaceships, airplanes, ships, cars, trains, motorcycles, etc.) powered by the earth’s available geomagnetic energy. 4) Developing additional multiple new technologies. The Parties agree to use Philux Global Energy, Inc., a Wyoming corporation and wholly-owned subsidiary of Philux Global Group, Inc., Registration Number 2022-001066221, incorporated on January 3, 2022, as the operating company to commercialize energy-related products based on the proprietary researches and developments of the Inventor. The Inventor shall serve as the Chief Technology Officer of Philux Global Energy, Inc. and transfer certain intellectual properties related to energy generation and energy storage using the earth’s available geomagnetic energy to Philux Global Energy, Inc. to be patented jointly under the name of the Inventor and Philux Global Energy, Inc. for commercialization. The Inventor and the Registrant each will hold fifty percent ( 50 Both the Registrant and the Inventor mutually warrant that the intellectual properties and technologies that have been developed and/or will have been developed by the Inventor shall never be used for warfare purposes under any circumstances. The Registrant also warrants and is committed to taking Philux Global Energy, Inc. (PGE) public in the U.S. Stock Markets, particularly Nasdaq, within one year or as soon as possible based on PGE’s progress and growth. The foregoing description of the Agreement for Comprehensive Cooperation is qualified in its entirety by reference to the full text of said notice, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. On January 18, 2024, the Inventor and the Company signed Amendment Number 1 to the afore-mentioned Agreement for Comprehensive Cooperation whereby the Company agreed to pay the Inventor an annual amount of two hundred fifty thousand U.S. dollars for the first three years upon satisfactory review of the Inventor’s technologies by the Company’s management or authorized representative following the signing of the Agreement. 16. EXTENSION FOR REPURCHASE OF THE COMPANY’S COMMON STOCK On December 22, 2023, the Company’s Board of Directors passed a corporate resolution to extend the time period for the repurchase of its own shares of common stock from the open market from time to time in accordance with the terms mentioned below and subject to liquidity conditions, availability of funds, cash balances, cash flow conditions, satisfaction of certain open contractual obligations and the judgment of the Company’s Board of Directors and Management with respect to optimal use of potentially available funds in the future: 1. Purpose of Repurchase: To enhance shareholder value. 2. Details of Repurchase: a. Class of shares to be repurchased: Common Stock of PHI Group, Inc. (n/k/a Philux Global Group, Inc.) b. Number of repurchasable shares: As many as economically conducive and optimal for the Company and its shareholders. c. Total repurchase dollar amount: To be determined by prevalent market prices at the times of transaction. d. Methods of repurchase: Open market purchase and/or negotiated transactions. e. Repurchase period: As soon as practical until June 30, 2024. f. The Company intends to fund the proposed share repurchase program with proceeds from certain long-term financing programs, future earnings, disposition of applicable non-core assets and other potential sources, subject to liquidity, availability of funds, comparative judgment of optimal use of available cash in the future, and satisfaction of certain open contractual obligations. g. The share repurchase program will be in full compliance with state and federal laws and certain covenants with the Company’s creditors and may be terminated at any time based on future circumstances and judgment of the Company. 17. COMMON STOCK TO BE ISSUED As of December 31, 2023, the Company recorded $ 1,128,388 |