EXHIBIT
10.1


 


WRITTEN
CONSENT OF DIRECTORS TO CORPORATE ACTION


WITHOUT
MEETING OF PHI GROUP, INC.


 


The
undersigned, being all of the directors of the Board of Directors of PHI Group, Inc., a Nevada corporation (the “Company”),
hereby adopt the following resolutions in lieu of a meeting on this 1st day of March 2019.


 


WHEREAS,
on November 08, 2018 the Company’s Board of Directors amended the new dividend ratio and the new Record Date for a special
stock dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders
of Common Stock of the Company as follows: (a) Eligible shareholders: In order to be eligible for the above-mentioned special
stock dividend, the minimum amount of Common Stock of PHI Group, Inc. each shareholder must hold as of the New Record Date is
twenty (20) shares; (b) New Record Date: The new Record Date would be March 01, 2019, subject to FINRA’s approval; (c) New
dividend ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date would be entitled to receive
one (1) share of Common Stock of American Pacific Resources, Inc. for every twenty (20) shares of Common Stock of PHI Group, Inc.
held by such shareholders as of the new Record date; and (d) Payment Date: The Payment Date for the afore-mentioned special stock
dividend would be March 29, 2019;


 


WHEREAS,
on February 27, 2019 the Company’s Board of Directors passed a corporate resolution to authorize the filing of a registration
statement for the afore-mentioned special dividend shares in American Pacific Resources, Inc. with the Securities and Exchange
Commission as soon as possible and to set the new Payment Date for the distribution of the special stock dividend to be ten (10)
business days after said registration statement is declared effective by the Securities and Exchange Commission.


 


WHEREAS,
at the request of certain holders of currently outstanding convertible promissory notes of the Company, it deems necessary
for the Company to extend the Record Date of the special stock dividend so that all the holders of currently outstanding convertible
promissory notes may retain their rights with respect to the special stock dividend if they choose to convert said notes into
common shares of the Company.


 


NOW,
THEREFORE, BE IT RESOLVED, that the Company extend the Record Date to May 31, 2019 and keep the Payment Date for the distribution
of the special stock dividend to be ten (10) business days after a registration statement for said special stock dividend shares
is declared effective by the Securities and Exchange Commission.


 


FURTHER
RESOLVED that in addition to and without limiting the foregoing, each officer of the Company be and hereby is authorized and
directed to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in
the name and on behalf of the Company, all such instruments and documents as such officer may deem necessary, appropriate or in
the best interests of the Company to effectuate the intent of the foregoing resolutions and the transactions contemplated thereby
(as conclusively evidenced by the taking of such actions or the execution and delivery of such instruments and documents, as the
case may be) and all action heretofore taken by such officer in connection with the subject of the foregoing recitals and resolutions
be, and it hereby is, approved, ratified and confirmed in all respects as the act and deed of the Company.


 


CORPORATE
RESOLUTIONS


NEW
RECORD DATE


 






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By
their signatures below, the above resolutions have been duly authorized and adopted by the Company’s Board of Directors.


 


Dated:
March 1, 2019


 


	/s/
    Tam Bui	 	/s/
    Henry D. Fahman
	Tam
    Bui, Director	 	Henry
    D. Fahman, Director
	 	 	 
	/s/
    Frank Hawkins 	 	 
	Frank
    Hawkins, Director	 	 


 


CORPORATE RESOLUTIONS


NEW RECORD DATE





 




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