American Pacific Resources Inc.

American Pacific Resources, Inc. (“APR”) is a Wyoming corporation established in April 2016 to serve as a holding company for various natural resource projects. On September 2, 2017, APR entered into an Agreement of Purchase and Sale with Rush Gold Royalty, Inc. (“RGR”), a Wyoming corporation, to acquire a 51% ownership in twenty-one mining claims over an area of approximately 400 acres in Granite Mining District, Grant County, Oregon, U.S.A., in exchange for a total purchase price of twenty-five million U.S. Dollars $US 25,000,000) to be paid in a combination of cash, convertible demand promissory note and PHI Group, Inc.’s Class A Series II Convertible Cumulative Redeemable Preferred Stock (“Preferred Stock”). This transaction was closed effective October 3, 2017. Following the first amendment dated April 19, 2018 and the second amendment dated September 29, 2018 retroactively effective April 20, 2018, to the afore-mentioned Agreement of Purchase and Sale, PHI Group, Inc. paid ten million shares of its Class A Series II Convertible Cumulative Redeemable Preferred Stock, a convertible demand promissory note and cash totaling $25,000,000 to Rush Gold Royalty, Inc. For the fiscal year ended June 30, 2019, the Company only recorded $462,000 paid for this transaction as expenses for research and development in connection with the Granite Mining Claims project. The value of these mining claims is expected to be adjusted later after a new valuation of these mining assets is conducted by an independent third-party valuator

PHI Group’s Subsidiary American Pacific Resources, Inc. Signs Definitive Agreement to Acquire Majority Interest in 400-Acre Mining Claims

by Anthony Ramsumiran 3 years ago

NEW YORK, Sept. 06, 2017, PHIL,(GLOBE NEWSWIRE) — PHI Group, Inc., (www.phiglobal.com) (OTCQB:PHIL), a company focused on mergers and acquisitions and investments in natural resources, energy, agriculture, healthcare and special situations, announced today that its wholly owned subsidiary American Pacific Resources, Inc. (“APR”) has signed a definitive Agreement of Purchase and Sale (“Agreement”) to acquire a 51% interest in twenty-one mining claims over an area of 400 acres in Granite Mining District, Grant County, Oregon (“the Acquired Assets”).

According to the Agreement, APR (https://aprgold.com/) will pay a total of twenty-five million U.S. dollars, consisting of $20 million worth of PHI Group’s Series II Class A Preferred Stock and $5 million in cash and demand promissory note, for the Acquired Assets.

The PHI Group’s Series II Class A Preferred Stock is priced at $5 per share (“Original Price per Share”), carrying a cumulative dividend rate of 8%, redeemable at 120% premium to the Original Price per Share, and convertible to Common Stock of APR at 50% discount to the then relevant market price when APR has become a fully-reporting company or to Common Stock of PHI Group at 25% discount six months after issuance.

Subject to additional due diligence, the Company intends to close this transaction by the end of this September and start mining of gold and precious metals from the Acquired Assets in four to six months.

APR utilizes innovative HYMAX HD processing technology to recover precious metals from otherwise non-economically feasible stock. The estimated precious metals that can be recovered from these mining claims and other targeted properties include gold, silver, platinum, and palladium and could reach 6,770,000 ounces, which would be approximately three billion dollars at current prices.

Henry Fahman, CEO of PHI Group, said, “We look forward to closing this transaction in September and starting production as soon as possible. In the meantime, we will be able to generate revenues from sale of concentrated tailings to our processing partner in the next few months.”

About American Pacific Resources

American Pacific Resources, Inc. (https://aprgold.com/), a Wyoming corporation incorporated in April 2016, is a wholly owned subsidiary of PHI Group, Inc. that serves as a holding company for the Company’s natural resources businesses.

American Pacific Resources (APR) Mining Claims - https://thediggings.com/owners/2423592

"Effective September 2, 2017, an Agreement of Purchase and Sale was executed and delivered among Rush Gold Royalty, Inc., American Pacific Resources, Inc. and PHI Group, Inc. (the parent of American Pacific Resources, Inc.)." https://seekingalpha.com/filing/3723664

APR current on WY Sec of State website -

https://wyobiz.wyo.gov/Business/FilingDetails.aspx?eFNum=231128149249222198223079147193043144121169112129

WHEREAS, due to the continued adverse effects of the coronavirus pandemic and other factors that have affected the development of APR, it deems necessary for the Company to further extend the Record Date of the APR special stock dividend to December 31, 2021 in order to allow APR additional time to reach certain milestones that would make the spin-off of APR and this special stock dividend distribution economically beneficial for the Company’s shareholders;

NOW, THEREFORE, BE IT RESOLVED, that the Company further extend the Record Date to December 31, 2021 and amend 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, 2021 (the New Record Date) is two thousand (2,000) 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 two thousand (2,000) 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.

https://www.otcmarkets.com/filing/html?id=15060055&guid=uFRkkqF2LQvYJ3h

And regarding the APR (American Pacific Resources) dividend we'll be receiving, a previous news release back in 2017 stated:

"The Company will utilize innovative Korean-invented HYMAX HD processing technology to recover precious metals from otherwise non-economically feasible stock. Based on an independent third-party valuation study by Madison-Ross Holding, LLC, the estimated precious metals that can be recovered from the Claims could reach 6,770,000 ounces, which would be worth over a billion dollars at current prices."

With the price of Gold THESE DAYS, it could be well over 1 Billion dollars.

I also read another article from back in 2018 saying APR want to get on the Nasdaq Stock Exchange.

Back between 2000-2012 one of Henry's subsidiaries went to NASDAQ and now they are merging again and shareholders are receiving $19 and some change per share.

Here's another old PR from $PHIL/APR found tonight, announcing that APR is mining precious metals in LAOS.

Also, note the last paragraph of the article... $PHIL has already successfully "Spinoff" a subsidiary!

https://markets.businessinsider.com/news/stocks/american-pacific-resources-partners-with-lao-company-to-develop-a-67-000-acre-gold-mining-project-1007164758

Copied from bottom paragraph of the PR.

"The Company plans to list APR as a separate publicly traded company on its own and allocate a portion of APR’s stock to PHI Group’s shareholders after reaching certain milestones in revenues and profitability. A former subsidiary of the Company, ATC Technology Corp. (now known as Cellular Biomedicine Group, Inc., www.cellbiomedgroup.com/) was an example of a successful PHI Group spinoff registration with the U.S. Securities and Exchange Commission in the past."

This isn't CEO Henry's first rodeo with "Spinoffs"!

Here's something else that just dawn on me with our CEO Henry! And, I'm doing my best to keep my emotions in check with this realization!

PHIL's puzzle is completed... this CEO has/is creating and building a huge network of International Public (Govt.), Private, Partnerships to get all his projects, initiatives, contracts, agreements, up to speed.

Also, he is building new govt., and private connections and relationships in all of the Southeast Asia region. All the DD's is showing he wants to bring these Southeast Asia countries into the 21st century in all industries/sectors. (AIMHO)

Naysayers, if you will do your homework/DD, have an open mind, PHIL's PRs/SEC filings will show you the picture that he is painting for us.

On September 12, 2002, ATC Technology Corporation (currently known as EastBridge Investment Group Corporation) was acquired by Providential Holdings, Inc. (Providential), and became its wholly-owned subsidiary. On November 17, 2003, Providential announced a stock dividend distribution to issue 20,000,081 of Providential's ATC stock to Providential's shareholders on record. At the time, there were about 1600 Providential shareholders. On July 27th, 2004, Providential declared the dividend distribution to Providential's shareholders.

On June 30, 2005, Providential Holdings, Inc., ATC Technology Corporation, Keith Wong, Norm Klein and High Performance Edge, LLC., agreed to a Re-organization and Exchange agreement, (SPIN-OFF) whereby PRVH transferred 70,000,000 of its 80,000,000 shares of ATC common stock to Keith Wong, Norm Klein, High Performance Edge, LLC, Ian Subel, Lynelle Berkeley, and Fogel International ("ATC Creditors") in exchange for the total debts currently owed to ATC creditors and leaving 10,000,000 shares held by Providential.

They wrote off the debt - and ATC became Eastbridge and PHIL held 10% of Eastbridge and PHIL's shareholders held 20%...
"As of June 30, 2004, the Company had written off it's investment in ATC and the goodwill associated with the initial purchase. Accordingly, no dividend was recorded in the financial statements since the basis of the investment was zero." No dividend was recorded in PHIL's financial statements (not because an ATC dividend wasn't distributed to PHIL shareholders but because the basis of the initial investment was zeroed out and the dividend was distributed by ATC (Eastbridge) to PHIL holders after the spin-off. Pretty simple.

"The Company has issued share dividends from ATC Technology Corp." As in ATC gave the shares to PHIL and PHIL gave them to their own shareholders as part of the reorg and exchange filed with the SEC.

SEC Edgar Shows The Way:

Looking at the corporate history of CBMG does has PHIL in it - the original reorg and exchange agreement (THE SPIN-OFF) has the entire history...

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001378624&type=&dateb=&owner=exclude&start=200&count=100

then go to the very first filing for CBMG on 10/31/2006:

https://westernmininghistory.com/mine\_detail/10152662/ --- the Johnny Park is a gold mine
http://www.us-mining.com/oregon/grant-county/gold-mines
https://drive.google.com/file/d/1mszbFB9vawjqXvivryNkjK2uDuFseqjL/view?usp=sharing
https://www.sec.gov/Archives/edgar/data/106311/000114090511000045/cata\_def14c0627111.htm Ok check this out from 2011. Do a search for PHI Group and for Johnny park. Far as I can tell, Johnny Park is the name of the president of Rerun Recover Inc, a company that does the actual mining.

Rerun recovery and Phil have same R/A, AND APR and Rush Gold Royalty have the same R/A. - rerun hasn't been active in a while

Anyone honestly want to give their opinion on the dividend?. I in no way am very concerned or even for that matter care about it. If it comes it comes, but I severely doubt it is happening anytime soon.  I feel like their is fud going around that this dividend is going to instantly occur after the 30th or whenever current but I just know its most likely not possible considering what's on Henrys plate already ---> Question
To respond to your question, my opinion is (and don't take any of this as me harping on you) that it's going to get delayed. I think most longs here feel the same and are very accepting of it. We've been delayed before. It's no big deal. Some are saying 3-6 months. I wouldn't be surprised if it was longer than that. Here's why:
- Henry wants a dividend with actual value to be issued out, not just to stay true to an 8k. He has rightfully been focused on ADE and the Lux Fund, as well as other projects. APR took a back seat. It SHOULD have. Henry made the right decision.
- The value of the APR divvy is directly linked to the gold mine and GILDEX crypto; at the end of the day, the value of the GILDEX token is directly linked in to what gets pulled out of the gold mine also. No gold production, no GILDEX, no divvy worth anything of note.
- I think what a lot of people fail to take into consideration is that gold mines are very financially consuming to get operational. You can't just buy a plot of land and start picking gold off the ground. We have to get an independent third party valuation of the site to see if it's even worth digging into. This means surveying, core samples, etc. Typically there is an environmental impact study as well. After all that is done, you need to hire workers, purchase and move equipment to the site, set up lodgings, supplies, etc.
- As a side note, and I've been asking about this for months... what the heck ever happened to HYMAX? Anyone know? It's the Korean machine that was supposed to give us a higher yield of gold.

Anyway... with all of that said and done, again, COMPARED TO THE VALUE OF WHAT PHIL WILL BE, APR IS JUST SPRINKLES ON THE SUNDAE! There are so many other catalysts that will cause this to soar...

- All financials expected to be updated within the next month.

- Company expected to be completely current within the next month.

- Emerging Growth Conference on June 23rd.

- International Press Conference expected to take place in July.

- Lux Fund actively working with selected Vietnamese PPP projects

- Temporary ADE facilities in place while permanent under construction

- Working with the Can Tho government for 700 Ha for the MCLC (2.7 sq mi)

And then something that I personally feel will happen before APR that we keep forgetting about...

WE WERE ALSO TOLD WE WOULD BE RECEIVING A DIVIDEND FROM AMERICAN PACIFIC PLASTICS (APP) I.E. VINAFILMS! AND \*THAT\* IS PRODUCING REVENUE! --- MasterFeldan
https://investorshub.advfn.com/boards/read\_msgs.aspx?board\_id=2221&NextStart=68599&BatchSize=10

The APR dividend is a VERY small portion of the value of Phil, and it should be treated as such. The real value of Phil lies in the core company. Everything else is just a miniscule side bonus. --- KyCats
https://investorshub.advfn.com/boards/read\_msg.aspx?message\_id=164517294

I’ve been here since Jan 21 so this was not a surprise for me. When I started doing in depth DD on the Phil, APR was never a priority for me. Few buddies offered to dig into it. Reason I didn’t care about it cause I just tossed it into the bonus section as imo these dividends will happen including APP and especially more in the long term. I stayed rather focused in the earlier months on the Lux fund, Vinafilms, ADE. I see the Lux fund and the subcompartments flowing revenue in early 2022 or earlier and this will be the main supply line of revenue as it will only continue to increase over next 5 years. As that revenue flows along with Vinafilms and few other sub companies will lead to more acquisitions and dividend spinoffs. When I searched for a sub penny stock back in Jan it had to meet a lot criteria and prior to it (I assumed one wouldn’t be found). Passed on many including EEENF and VPER. I needed one that I could see holding long term, didn’t want the enter and then (days/weeks/months) exit type we see all over the OTC today. I promised myself if I found one I’d for once stay long as long as the DD stayed the course. Since entering June the DD as imo only become stronger and I look forward to following this company for many years including being part of the future dividends.
https://www.otcmarkets.com/filing/html?id=15049445&guid=8FqUka3VoT3n23h