UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
☐
Preliminary Information Statement
☐
Confidential, for Use of the Commission only (as permitted by Rule 14c-5(d)(2))
☒
Definitive Information Statement
ARVANA
INC
|
(Name
of Registrant as Specified In Its Charter)
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Payment
of Filing Fee (Check the Appropriate Box):
|
Fee
computed on table below per Exchange Act Rules 14(c)-5(g) and 0-11.
|
|
(1)
|
Title
of each class of securities to which transaction applies:
|
|
(2)
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Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing is calculated and state how it was determined.):
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
☐
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Fee
paid previously with preliminary materials.
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☐
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
|
|
(1)
|
Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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ARVANA
INC.
299
Main Street, 13th Floor
Salt
Lake City, Utah 84111
NOTICE
OF STOCKHOLDER ACTION TAKEN WITHOUT A STOCKHOLDERS MEETING
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
________________________________
Dear
Stockholders:
Arvana
Inc., is providing this Notice and the following Information Statement to notify you that
stockholders holding a simple majority of our outstanding common stock, acted by written consent in lieu of a special meeting
of stockholders, to authorize the board of directors to repeal, amend, restate and replace the Articles of Incorporation
of Arvana Inc., first filed with the Nevada Secretary of State on June 16, 1977, amended on October 16, 1998, and further amended
on August 3, 2006.
No
action is required of you to effectuate the actions taken. The repeal and replacement of our articles of incorporation by
stockholders holding a simple majority of voting shares is sufficient to make the approved changes. No other stockholder action
is necessary. Neither Arvana, nor the individual members of its board of directors
intend to solicit your consent or proxy in connection with the actions taken. The repeal and replacement of our articles
of incorporation will not be submitted to stockholders for a vote.
We
expect to mail this Notice and Information Statement on or about February 3, 2021, to all Arvana stockholders as of the close
of business on January 15, 2021. Formal adoption
of the action taken will require us to file amended and restated articles of incorporation with the Nevada Secretary of State
within the time frame prescribed in Rule 14(c)-2 promulgated under the Securities and Exchange Act of 1934, as amended, that limits
the effectiveness of actions taken by written consent until the expiration of twenty (20) calendar days subsequent to the mailing
date of the Notice and Information Statement to affected stockholders. Given the mandated time frame, we expect to file the amended
and restated articles of incorporation with the Nevada Secretary of State on or after March 1, 2021.
A
copy of the Stockholder Action Without A Meeting resolution, and a copy of the Amended
and Restated Articles of Incorporation of Arvana Inc., are attached to the Information Statement as Exhibit A and
Exhibit B respectively.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY
MATTER DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS
OF THE MATTERS DESCRIBED HEREIN.
IMPORTANT
NOTICE REGARDING ONLINE AVAILABILITY OF INFORMATION STATEMENT
You
can ALSO review our Information Statement online on the Commission’s website www.sec.gov OR at www.iproxydirect.com/AVNIMaterials
Thank
you for your continued interest in and support of Arvana.
By
Order of the Board of Directors
By:
/s/ Ruairidh Campbell
Ruairidh
Campbell
Title:
Chief Executive Officer
Date:
February 2, 2021
INFORMATION
STATEMENT
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
________________________________
This
information statement (“Information Statement”) is provided to you pursuant to Rule 14(c)-2 promulgated under the
Securities Exchange Act of 1934, as amended (“Exchange Act”), to inform stockholders of Arvana Inc. (“Company”)
entitled to vote or consent to actions determined by written consent in lieu of a special meeting of stockholders (“Written
Consent”) of actions considered and approved on January 15, 2021.
The
following description is qualified in its entirety by reference to the full text of the Written Consent and the Amended and Restated
Articles of Incorporation of Arvana Inc. (“Amended Articles”) each of which is attached hereto as Exhibit A
and Exhibit B respectively.
Distribution
This
Information Statement is being distributed on or about February 3, 2021, to inform Company stockholders of actions taken by those
that hold a simple majority voting interest equal
to 57% of the Company’s outstanding common stock (“Consenting Stockholders”) to
repeal, amend, restate and replace in their entirety the Articles of Incorporation, first filed with the Nevada Secretary
of State on June 16, 1977, amended on October 16, 1998, and further amended on August 3, 2006 (“Articles”), and to
adopt the Amended Articles.
Action
by Written Consent
Nevada
Revised Statutes (“NRS”) §78.320 provides that any action that may be taken at a meeting of the stockholders
may also be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action
or actions so taken, is signed by the holders of outstanding shares of capital stock holding at least a majority of the voting
power needed to approve the action, except if a different percentage of voting power is required for such action at a meeting,
then that proportion of voting power is required.
The
Board recommended to the Consenting Stockholders on January 8, 2021, that stockholder action be taken to
repeal, amend, restate and replace the Articles in their entirety with the Amended Articles. On due consideration, Consenting
Stockholders determined to implement the Board’s recommendations by Written Consent given the cost and time efficiencies
of that process when compared to drafting, delivering and tabulating proxies within an elongated time frame.
Record
Date
The
Board fixed January 15, 2021, as the record date (“Record Date”) for determining stockholders entitled to receive
notice of the action taken by Consenting Stockholders. Only stockholders of record at the close of business on the Record Date
will receive this Information Statement.
Date,
Time and Place Information
The
Written Consent executed by Consenting Stockholders was delivered to the Company’s principal executive offices at 299 South
Main Street, 13th Floor, Salt Lake City, Utah 84111 on January 15, 2021.
Notice
When
mailed to stockholders, this Information Statement will fulfill the notice requirement of Rule 14(c)-2 promulgated under the Exchange
Act and NRS Title 7, Chapter 78 §390.
Effectiveness
of the Written Consent
Pursuant
to Rule 14(c)-2 promulgated under the Exchange Act, actions taken by Written Consent to repeal the Articles and adopt the Amended
Articles cannot be made effective until at least twenty (20) calendar days have passed subsequent to the mailing of the Information
Statement to affected stockholders to describe the actions taken by the Consenting Stockholders.
Given
the mandated time frame, we expect to file the Amended Articles with the Nevada Secretary of State on or after March 1, 2021.
Quorum
NRS
§78.320.8 and Article III §8 of the Company’s Bylaws mandate that the holder or holders of not less than thirty-three
and one-third percent (33 1/3%) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction
of business. The Consenting Stockholders established quorum on the Record Date by virtue of holding a simple majority of the Company’s
common stock par value $0.001(“Common Stock”).
Voting
Securities
NRS
§78.350.1 mandates that, unless otherwise provided in an entity’s articles of incorporation or bylaws, that each share
of common stock entitles its holder to one vote on each matter submitted to stockholders. On the Record Date, there were 4,610,670
shares of Common Stock outstanding of which 2,625,690 were held by Consenting Stockholders equal to 57% of the outstanding shares
of Common Stock entitled to vote on the matters considered.
Votes
Required
NRS
§78.320.2 and Article III, §13 of the Company’s Bylaws mandate that actions herein described require the approval
of those stockholders entitled to vote as a single class on any given action who hold a simple majority of the Company’s
Common Stock. On the Record Date, Consenting Stockholders holding a simple majority of the voting power of the Common Stock acted
to repeal the Articles and adopt the Amended Articles.
Information
on Consenting Stockholders
One
stockholder acting with two related business entities, holding in the aggregate a simple majority voting interest equal to 57%
of the Company’s Common Stock on the Record Date, are referred to hereto as the Consenting Stockholders, that were responsible
for the actions taken by Written Consent.
Action Taken
to Repeal and Replace the Company’s Articles of Incorporation
On
January 8, 2021, the Board recommended to the Consenting Stockholders that they act to repeal, amend, restate and replace in their
entirety the Articles with the Amended Articles to include the following changes to “Article First”, without change
or amendment, as article one (I) to preserve the name; amend “Article Second” as article two (II) to move the term
of its existence to a new article seven (VII); to amend “Article Third” as article three (III) to update the registered
office and resident agent addresses; to include “Article Fourth”, without change or amendment, as article four (IV)
in respect to directors; to include “Article Fifth”, without change or amendment, as article five (V); to preserve
the names of the original members of the Board; to amend “Article Six”, as article six (VI) to increase the Company’s
authorized capital stock from 5,000,000 to 500,000,000 shares of Common Stock; to add a new article seven (VII) to provide for
perpetual existence; to include “Article Nine”, without change or amendment, as a new article eight (VIII) to address
potential conflicts of interest; to include “Article Ten”, without change or amendment, as article nine (IX) in respect
to indemnification rights; and to include “Article Fourteen”, without change or amendment, as article ten (X) to continue
the election not to be governed pursuant to specific sections of the NRS that affect dissenters, rights, controlling interests,
and combinations with interested stockholders.
[TABLE
ON THE FOLLOWING PAGE]
Existing
Article
|
Amended
Article
|
New
Article
|
Changes
|
Title
|
Article
First
|
Article
I
|
N/A
|
None
|
Name
|
Article
Second
|
Article
II
|
N/A
|
Term
of Existence to Article VII
|
Nature
of Business
|
Article
Third
|
Article
III
|
N/A
|
Registered
Office
|
Addresses
|
Article
Fourth
|
Article
IV
|
N/A
|
None
|
Directors
|
Article
Fifth
|
Article
V
|
N/A
|
None
|
Names
of First Directors
|
Article
Six
|
Article
VI
|
N/A
|
Increase
Authorized
|
Authorized
Capital Stock
|
Article
Seven
|
-
|
Article
VII
|
None
|
Term
of Existence
|
Article
Eight
|
-
|
Article
VIII
|
Article
Nine to Article VIII
|
Common
Directors
|
Article
Nine
|
-
|
Article
IX
|
Article
Ten to Article IX
|
Liability of
Directors/Officers
|
Article
Ten
|
-
|
Article
X
|
Article
Fourteen to Article X
|
NRS
Election
|
Article
Eleven
|
-
|
-
|
-
|
-
|
Article
Twelve
|
-
|
-
|
-
|
-
|
Article
Thirteen
|
-
|
-
|
-
|
-
|
Article
Fourteen*
|
-
|
Article
X**
|
Article
Fourteen to Article X
|
NRS
Election
|
*
The existing Articles do not an provision for Articles enumerated as Seven, Eight, Eleven, Twelve or Thirteen.
**
Article Fourteen (new Article 10), requires a supermajority to effect any change. The Articles presented for stockholder
approval by Written Consent did not include any amendment to Article Fourteen (new Article Ten) given this threshold
requirement.
Substantive
Changes to the Articles – Increase in Authorized Capital Stock
Most
differences between the Articles and the Amended Articles are non-substantive in nature. The non-substantive changes include the
consolidation of governing provisions into chronological order, the provision of current corporate information, and the preservation
of the identity of the incorporators. However, there is one substantive change in connection with an increase in authorized capital
stock. The Board’s recommendation that capital stock be increased was made in response to perceived limitations placed on
the Company’s ability to secure a business development opportunity stymied by its present capitalization.
The
Company is authorized to issue 5,000,000 shares of Common Stock of which 4,610,670 shares of Common Stock outstanding as of January
15, 2021. When the Amended Articles are made effective, the number of authorized shares of Common Stock will increase to 500,000,000.
The Company expects that an increase in authorized but unissued shares of Common Stock will enable prompt action on corporate
opportunities without the delay and expense associated with convening a special meeting of stockholders. Other opportunities attendant
to the increase in share capital could also include using equity for private placements or other forms of secondary financings.
The Company continues to struggle to survive the financial burdens associated with fulfilling its public disclosure requirements
while it urgently seeks a suitable corporate opportunity. The increase in authorized capital will also enable the Company to continue
its ongoing strategy to settle outstanding debts with equity as part of a vigorous restructure of its balance sheet intended to
make the Company more attractive to corporate suitors. In the event that we do acquire or develop an existing business, the increase
in authorized capital might also facilitate the authorized capital necessary to establishment employee benefit plans as a means
to retain credible individuals in management.
The
positive possibilities associated with the increase in authorized capital is cautioned by the potentially adverse effects of increasing
the number of shares of Common Stock then available for issuance without realizing any corresponding tangible increase in value.
When equity securities are issued, existing stockholders are generally diluted and the value of individual shares of corporate
stock most often decrease even if the stock issuances are in exchange for businesses or assets. Notwithstanding the foregoing,
the Company has no present obligation to issue additional shares, other than to satisfy convertible debt obligations, and has
no plans, proposals or arrangements otherwise to issue additional shares of Common Stock at this time.
Potential
Anti-Takeover Effects of the Increase in Authorized Shares
While
the increased proportion of unissued authorized shares to issued shares could under certain circumstances have an anti-takeover
effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the
composition of the Board or contemplating a tender offer or other transaction for the combination of the Company with another
company), the increase in authorized capital was not approved by the Consenting Stockholders in response to any such effort, nor
is it part of a plan by management to recommend similar actions that could have an anti-takeover effect on the Board or the Company’s
stockholders in the future.
Dissenters’
Rights
The
NRS do not entitle stockholders to dissenter rights of appraisal with respect to the stockholder action taken by the Consenting
Stockholders to repeal the Company’s Articles and adopt the Amended Articles.
Distribution
to Stockholders Sharing an Address
The
Securities and Exchange Commission (“SEC’) has adopted rules that permit companies to deliver a single copy of an
Information Statement to multiple stockholders sharing an address unless a company has received contrary instructions from one
or more of the stockholders at that address. This means that only one copy of the Information Statement may have been sent to
multiple stockholders in your household.
If
you would prefer to receive separate copies of the Information Statement, either now or in the future, please contact our Chief
Executive Officer by mailing a request to Arvana
Inc., 299 South Main Street, 13th Floor, Salt Lake City, Utah 84105 or by calling our main telephone number at 1-(801) 232-7395.
Upon written or oral request to the our Chief Executive Officer, the Company will promptly provide a separate copy of the Information
Statement. Further, stockholders at a shared address who receive multiple copies of the Information Statement may request to receive
a single copy of the Information Statement and similar documents in the future in the same manner as described above.
Interest
of Certain Persons in or in Opposition to Matters to be Acted Upon
The
Company is not aware of any substantial direct interests by security holdings or otherwise, of any director or officer in the
approval of the Amended Articles, that are different
from or greater than those of other stockholders.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of January
15, 2021, by (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock,
(ii) each director and each named executive officers and (iii) all executive officers and directors as a group. The number of
shares of Common Stock beneficially owned by each person is determined under the rules of the SEC and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which
such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire
within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated,
each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set
forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of
beneficial ownership of those shares.
The
Company had 4,610,670 issued and outstanding shares of Common Stock as of the Record Date.
[TABLE
ON THE FOLLOWING PAGE]
Title of Class
|
Name and Address
of Beneficial Owner
|
Number of Common
Shares
|
Percentage of
Common Shares
|
Directors and Officers
|
|
|
|
Common Stock
|
Ruairidh Campbell, CEO, CFO, and Director
299 S. Main Street, 13th Floor,
Salt Lake City, Utah 84111
|
-
|
-
|
Common Stock
|
Shawn Teigen, Director
299 S. Main Street, 13th Floor,
Salt Lake City, Utah 84111
|
-
|
-
|
Common Stock
|
Sir John Baring, Director
299 S. Main Street, 13th Floor,
Salt Lake City, Utah 84111
|
14,625
|
<
0.01 %
|
|
All Directors and Executive Officers as a Group (3 persons)
|
14,625
|
< 0.01%
|
Common Stock
|
Valor Invest Ltd.
60 Rue du Rhone, Fifth Floor
Geneva 3, Switzerland CH1211
|
380,090
|
8.2%
|
Common Stock
|
Altaf Nazerali
3001-788 Richards Street, the Hermitage
Vancouver, British Columbia Canada V6B 0C7
|
1,112,910
|
24.1%
|
Common Stock
|
International Portfolio Management
3001-788 Richards Street, the Hermitage
Vancouver, British Columbia Canada V6B 0C7
|
1,132,690
|
24.6%
|
|
Valor Invest Ltd., International Portfolio Management are under the common control of Altaf Nazerali
|
2,625,690
|
57.0%
|
Where
You Can Find More Information
The
Company files its annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and
other documents electronically with the SEC under the Exchange Act. You may obtain such reports from the SEC’s website at
www.sec.gov. The Company will also make available, free of charge, our annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and
amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable
after such material is electronically filed with, or furnished to, the SEC.
Delivery
to Stockholders Holding Securities in Brokerage Houses
The
Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement
to the beneficial owners of Common Stock held of record.
Effective
Date
The
Amended Articles, approved by the Board and the Consenting Stockholders, in accordance with. Rule 14(c)-2 promulgated under the
Exchange Act, will be made effective no earlier than twenty (20) days after this Information Statement is mailed to Company stockholders.
We anticipate the effective date to be on or about March 1, 2021.
By
Order of the Board of Directors
/s/
Ruairidh Campbell
Ruairidh
Campbell
Chief
Executive Officer
February
3, 2021
Exhibit A
STOCKHOLDER
ACTION WITHOUT A MEETING
January
15, 2021
ARVANA
INC.
(A
Nevada Corporation)
This
Stockholder Action is permitted in accordance with the provisions set forth in the State of Nevada Revised Statutes (“NRS”)
§78.320.2 and Article III, §13 of the amended bylaws of Arvana Inc., hereinafter referred to as the “Corporation”,
which provide that any action required or permitted to be taken at an annual or special meeting of the stockholders may be taken
without a meeting, without prior notice, and without a vote, if the action is taken by the holders of the majority of the outstanding
shares of each voting group entitled to vote thereon having not less than the minimum number of votes required to take such action
at a meeting at which the whole voting group was present and able to vote.
NRS
§78.390, Article III, §13 of the Corporation’s amended bylaws (“Bylaws”) and Schedule 14C promulgated
under the Securities Act of 1934, as amended, mandate that if a written consent for stockholder action without a meeting is signed
by less than the unanimous consent of all stockholders, that the Corporation must give notice of the action taken to all stockholders
who were entitled to vote upon the action but who have not consented to the action.
RECORD
DATE
The
record date for the stockholders of the Corporation’s common stock on the action presented is January 15, 2021 (“Record
Date”), as determined by the Corporation’s board of directors, hereinafter referred to as the “Board”,
there being four million six hundred and ten thousand six hundred and seventy (4,610,670) shares of common stock outstanding as
of the Record Date.
EFFECTIVE
DATE
The
effective date of the consent actions shall be the later date upon which the Corporation receives the signatures necessary to
effect the actions.
BOARD
RECOMMENDATION
The
Board has recommended, pursuant to a unanimous consent resolution dated January 8, 2021, that stockholder action be taken to repeal,
amend, restate and replace in their entirety the Corporation’s articles of incorporation, hereinafter referred to as “Articles”,
filed with the Nevada Secretary of State on June 16, 1977, as amended on October 16, 1998, as further amended on August 3, 2006.
VOTE
REQUIRED
NRS
§78.320.2 and Article III, §13 of the Corporation’s Bylaws, mandate that the action herein contemplated requires
the approval of those stockholders of common stock entitled to vote as a single class on any given action who hold a simple majority
of the issued and outstanding common shares of the Corporation.
QUORUM
REQUIRED
NRS
§78.320.8 and Article III §8 of the Corporation’s Bylaws mandate that the holder or holders of not less than thirty-three
and one-third percent (33 1/3%) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction
of business.
PROPOSED
ACTION
The
Board recommends to the stockholders that action be taken to repeal, amend, restate and replace in their entirety the Corporation’s
Articles as filed with the Nevada Secretary of State on June 16, 1977, as amended on October 16, 1998, as further amended on August
3, 2006, as follows:
Existing
Article
|
Amended
Article
|
New
Article
|
Changes
|
Title
|
Article
First
|
Article
I
|
N/A
|
None
|
Name
|
Article
Second
|
Article
II
|
N/A
|
Term
of Existence Moved to Article VII
|
Nature
of Business
|
Article
Third
|
Article
III
|
N/A
|
Registered
Office
|
Addresses
|
Article
Fourth
|
Article
IV
|
N/A
|
None
|
Directors
|
Article
Fifth
|
Article
V
|
N/A
|
None
|
Names
of First Directors
|
Article
Six
|
Article
VI
|
N/A
|
Increase
Authorized
|
Authorized
Capital Stock
|
Article
Seven
|
-
|
Article
VII
|
None
|
Term
of Existence
|
Article
Eight
|
-
|
Article
VIII
|
Article
Nine to Article VIII
|
Common
Directors
|
Article
Nine
|
-
|
Article
IX
|
Article
Ten to Article IX
|
Liability of
Directors and Officers
|
Article
Ten
|
-
|
Article
X
|
Article
Fourteen to Article X
|
NRS
Election
|
Article
Eleven
|
-
|
-
|
-
|
-
|
Article
Twelve
|
-
|
-
|
-
|
-
|
Article
Thirteen
|
-
|
-
|
-
|
-
|
Article
Fourteen*
|
-
|
Article
X**
|
Article
Fourteen to Article X
|
NRS
Election Regarding Dissenters Rights, Controlling Interests and Combinations with Interested Stockholders
|
*
The existing Articles do not include Articles Seven, Eight, Eleven, Twelve or Thirteen.
** Article Fourteen (new Article 10), requires a supermajority of stockholders to effect any change. The Articles presented for stockholder approval do not include any amendment to Article Fourteen (new Article Ten) given this threshold requirement
Recommendation
of the Corporaton’s Board
The
Board recommends to the Corporation’s stockholders that they act to repeal, amend, restate and replace in their entirety
the Articles to include “Article First”, without change or amendment, as article one (I) to preserve the name of the
Corporation; amend “Article Second” as article two (II) to move the term of its existence to a new article seven (VII);
amend “Article Third” as article three (III) to update the address of the Corporation’s registered office and
resident agent; to include “Article Fourth”, without change or amendment, as article four (IV) in respect to its directors;
to include “Article Fifth”, without change or amendment, as article five (V); to preserve the names of the original
members of the Board; to amend “Article Six”, as article six (VI) to increase the Corporation’s capital stock;
to add a new article seven (VII) to provide for the Corporation’s perpetual existence; to include “Article Nine”,
without change or amendment, as a new article eight (VIII) to address potential conflicts of interest; to include “Article
Ten”, without change or amendment, as article nine (IX) in respect to indemnification rights; and to include “Article
Fourteen”, without change or amendment, as article ten (X) to continue the Corporation’s election not to be governed
pursuant to specific sections of the NRS as same affect the rights of dissenters, controlling interests, and combinations with
interested stockholders.
CONSENT
ACTION
The
stockholders holding a simple majority of the Corporation’s outstanding common stock entitled to vote on the Record Date,
voting as a single class, constituting a quorum for the purposes of the action taken, do hereby vote to adopt the Amended and
Restated Articles of Incorporation of Arvana Inc. (attached hereto), and to authorize the Corporation’s officers to
file same as soon as is practicable with the Nevada Secretary of State in compliance with the notification requirements of FINRA,
the SEC and the State of Nevada.
SIGNATURES
The
consent actions set forth above were approved by those stockholders holding a majority of the voting shares of the Corporation’s
common stock, voting as a single group on the Record Date, each of which has signed and dated this Stockholder Action as evidenced
in the table below.
|
Stockholders
|
|
Registered
Common Stock
|
|
Votes
|
|
Signature
|
|
Date
|
1
|
Altaf
Nazerali
|
|
1,112,910
|
|
1,112,910
|
|
/s/
Altaf Nazerali
|
|
January
15, 2021
|
|
|
|
|
|
|
|
|
|
|
2
|
International
Portfolio Management, Inc.
|
|
1,132,690
|
|
1,132,690
|
|
By:
/s/ Altaf Nazerali
Altaf Nazerali
Its:
President
|
|
January
15, 2021
|
|
|
|
|
|
|
|
|
|
|
3
|
Valor
Invest Ltd.
|
|
380,090
|
|
380,090
|
|
By:
/s/ Altaf Nazerali
Altaf Nazerali
Its:
Authorized Signatory
|
|
January
15, 2021
|
|
|
|
|
|
|
|
|
|
|
Total
Votes Entitled to Act in Favor of the Proposal Recommended by the Board
|
|
2,625,690
|
CERTIFICATE
OF THE CORPORATE SECRETARY TO RECORD THE MINUTES OF THE STOCKHOLDER ACTION TAKEN BY WRITTEN CONSENT
I,
Ruairidh Campbelli, do hereby certify, acting as the duly appointed corporate secretary of Arvana Inc., that the proposal described
in the written consent action detailed above, to repeal, amend, restate and replace the Articles in their entirety, was approved
by those stockholders entitled to act on the Record Date who hold a simple majority of the issued and outstanding shares of the
Corporation’s common stock there being 4,610,670 shares of common stock entitled to vote on the Record Date of which 2,625,690
shares or 57% of those shares outstanding acted to approve the Amended and Restated Articles of Incorporation of Arvana Inc. (appended
hereto) effective the date on which same are accepted for filing with the Nevada Secretary of State.
IN
WITNESS WHEREOF, I have signed this certificate as of this 15th day of January 2021.
/s/
Ruairidh Campbell
Name:
Ruairidh Campbell
Title:
Corporate Secretary
Exhibit B
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
ARVANA
INC.
ARTICLE
I
Name
The
name of the Corporation is Arvana Inc.
ARTICLE
II
Nature
of Business
The
purpose for which the Corporation is formed are:
(a)
To engage in any lawful business activity from time to time authorized or approved by the Board of Directors of this Corporation;
(b)
To act a principal, agent, partner or joint venture or in any other legal capacity in any transaction;
(c)
To do business anywhere in the world; and
(d)
To have and exercise all rights and powers from time to time granted to a corporation by law.
The
above purpose clauses shall not be limited by reference to or inference from one another, but each purpose clause shall be construed
as a separate statement conferring independent purposes and powers upon the Corporation.
ARTICLE
III
Addresses
The
name of the Corporation’s resident agent and registered address in the State of Nevada is AA Registered Agents located at
4869 Nightwood Court, Las Vegas, Nevada 89149.
The
principal place of business of the Corporation is 299 South Main Street, 13th Floor, Salt Lake City, Utah 84111.
ARTICLE
IV
Directors
The
Directors are hereby granted the authority to do any act on behalf of the Corporation as may be allowed by law. Any action taken
in good faith, shall be deemed appropriate and in each instances where the Articles of Incorporation so authorized, such action
by the Directors, shall be deemed to exist in these Articles and the authority granted by said act shall be imputed hereto without
the same specifically having been enumerated herein. The Board of Directors may consist of from one (1) to nine (9) directors,
as determined from time to time, by the then existing Board of Directors.
ARTICLE
V
Names
of First Directors and Incorporators
The
names and addresses of the persons who were first appointed to act as Directors of the Corporation, who were also the incorporators
of the Corporation, are:
•
|
|
Joseph R.
Laird, Jr. 3890 South Swenson, Suite 100 Las Vegas, Nevada 89109
|
•
|
|
Kenneth
J. Fisher 3890 South Swenson, Suite 100 Las Vegas, Nevada 89109
|
•
|
|
Patricia
J. Laird 3890 South Swenson, Suite 100 Las Vegas, Nevada 89109
|
ARTICLE
VI
Authorized
Capital Stock
The
total authorized capital stock of the Corporation is five hundred million (500,000,000) shares of common stock, with a par value
of $0.001 (“Common Stock”). All Common Stock when issued shall be deemed fully paid and non-assessable. No cumulative
voting of Common Stock shall be allowed for any purpose. The capital stock of the Corporation may be issued at such time, upon
such terms and conditions and for such consideration as the Board of Directors shall, from time to time determine. Stockholders
shall not have any preemptive right to acquire unissued shares of the capital stock of the Corporation.
ARTICLE
VII
Term
of Existence
The
Corporation shall have a perpetual existence.
ARTICLE
VIII
Common
Directors
As
provided by Nevada Revised Statutes(“NRS”) §78.140, without repeating the section in full here, the same is adopted
and no contact or other transaction between this Corporation and any of its officers, agents or Directors shall be deemed void
or voidable solely for that reason. The balance of the provision of this code section cited as it now exists, allowing such transactions,
is hereby interpreted to provide the greatest latitude in its application.
ARTICLE
IX
Liability
of Directors and Officers
No
Director Officer or Agent, to include counsel, shall be personally liable to the Corporation or its Stockholders for monetary
damage for any breach or alleged breach of fiduciary or professional duty by such person acting in such capacity, It shall be
presumed that in accepting the position as an Officer, Director, Agent or Counsel, said individual relied upon and acted in reliance
upon the terms and protections provided for by this Article. Notwithstanding the foregoing sentences, a person specially covered
by this Article, shall be liable to the extent provided by applicable law, for acts or omission which involve intentional misconduct,
fraud or a knowing violation of law, or for the payment of dividends in violation of NRS §78.300.
ARTICLE
X
ELECTION
REGARDING NRS §78.378 - §78.3793 AND §78.411 - §78.444
The
Corporation shall NOT be governed by nor shall the provisions of NRS §78.378 through and including §78.3793 and NRS
§78.411 through and including §78.444 in any way whatsoever affect the management, operation or be applied in this Corporation.
This Article may only be amended by a majority vote of not less than 90% of the then issued and outstanding shares of the Corporation.
A quorum of outstanding shares for voting on an amendment to this article shall not be met unless 95% or more of the issued and
outstanding shares are present at a properly called and noticed meeting of the stockholders. The super-majority set-forth in this
Article only applies to any attempted amendment to this Article.
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