EXHIBIT
10.2





 


WRITTEN
CONSENT OF DIRECTORS TO CORPORATE ACTION


WITHOUT
MEETING OF PHI GROUP, INC.


TO
EXTEND RECORD DATE FOR SPECIAL STOCK DIVIDEND DISTRIBUTION


 





The
undersigned, being all of the directors of the Board of Directors of PHI Group, Inc., a corporation originally incorporated in
the State of Nevada on June 08, 1982 and redomiciled in the State of Wyoming on September 20, 2017 (the “Company”),
hereby adopt the following resolutions in lieu of a meeting on this 29th day of June 2020.


 


WHEREAS,
on December 30, 2019 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 June 30, 2020 (the
New Record Date) is twenty (20) shares; (b) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the
new Record Date will 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 (c) Payment Date: 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.


 


WHEREAS,
due to the adverse effects of the prevalent coronavirus pandemic, it deems necessary for the Company to further extend the
Record Date of the American Pacific Resources, Inc. (“APR”) special stock dividend to December 31, 2020 in order to
enable the Company to comply with the contractual obligations in connection with certain outstanding convertible notes and at
the same time to allow APR additional time to reach certain milestones that would make the planned spin-off of this subsidiary
economically significant to the Company’s shareholders;


 


NOW,
THEREFORE, BE IT RESOLVED, that the Company further extend the Record Date to December 31, 2020 and reiterate the provisions
for the afore-mentioned stock dividend 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 December 31, 2020
(the New Record Date) is twenty (20) shares; (b) Dividend ratio: All eligible shareholders of Common Stock of the Company as of
the new Record Date will 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 (c) Payment Date: 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.


 


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


 


	Dated:
    June 29, 2020	 	 
	 	 	 
	/s/
    Tam Bui	 	/s/
    Henry D. Fahman
	Tam
    Bui, Director 	 	Henry
    D. Fahman, Director
	 	 	 
	/s/
    Frank Hawkins 	 	 
	Frank
    Hawkins, Director