Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2023

ARVANA INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-30695

(Commission File Number)

87-0618509

(IRS Employer Identification No.)

299 Main Street, 13th Floor, Salt Lake City, Utah 84111

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (801) 232-7395

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
n/a	n/a	n/a

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.45 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check number if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

Arvana Inc. filed a press release on June 29, 2023, that announced the execution of a non-binding letter of intent to acquire the assets of the Luxcor Gold (Alberta) Limited Partnership. The press release is attached hereto as Exhibit 99.1.

The information in this item is "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act, or the Securities Act of 1933, as amended, if and to the extent such subsequent filing specifically references the information herein as being incorporated by reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release – Arvana signs LOI to acquire Luxcor gold property and related assets

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Arvana Inc.	Date

By: /s/ Ruairidh Campbell	June 29, 2023
Name: Ruairidh Campbell
Title: Chief Executive Officer and a Director

Exhibit 99.1

ARVANA SIGNS LOI TO ACQUIRE LUXCOR GOLD PROPERTY AND RELATED ASSETS

Salt Lake City, Utah, June 29, 2023, Arvana Inc. (OTC: AVNI) is pleased to announce that it has signed a letter of intent (LOI) with Luxcor Gold (Alberta) Limited Partnership (Luxcor), to acquire registered mining claims that indicate a near-term prospect for gold production, in addition to permits, infrastructure and equipment to process ore. The decision to pursue a project in the mining sector aligns with Arvana’s mission to enhance stockholder value by capitalizing and managing business opportunities with promise.

Luxcor’s claims are in La Paz County, Arizona, an area with a rich history of gold mining. The favorable geology, bulk sampling results, and historical production records in proximity to a former gold mine represent a compelling prospect for commercially productive low to high-grade gold recovery sourced from the claims. Assets to be acquired include an ore processing mill housed in an 8,000 square foot building on a 40-acre industrial site with easy access to Interstate 10, complete gold gravity processing equipment, a 600 volt 1,600-amp grid service, and two-water wells. The Luxcor mine site and the mill are permitted for ore extraction and processing.

The LOI anticipates that the purchase price will be paid in shares of Arvana’s restricted common valued at $0.50 a share, a net revenue split on receipts from gold production, and Arvana’s commitment to fund working capital of $3,000,000 for operations with additional funds to be provided as necessary. The share component of the purchase price is expected to include a mechanism that would release Arvana shares to Luxcor in increments that correspond to the net revenue paid to Luxcor as a percentage of the purchase price.

“We are thrilled to announce our intention to acquire these remarkable gold properties and related assets,” said Ruairidh Campbell, Arvana’s CEO. “Our deliberate entry into the mining sector confirms our growth strategy and presents an exciting opportunity for us to capitalize on the robust demand for precious metals.”

The LOI is non-binding and subject to the mutual satisfaction of customary due diligence in advance of finalizing the terms of a definitive agreement.

For additional information concerning the prospective transaction, please refer to Arvana’s filings with the Securities and Exchange Commission or contact us directly.

Arvana Inc.

Arvana (“OTC: AVNI”) is a public company registered under the Securities & Exchange Act of 1934, as amended, that is quoted on the OTC Pink Sheets Current Information Alternative Reporting platform.

Luxcor Gold Limited Partnership

Luxcor is an Alberta, Canada based limited partnership that owns registered mining claims that indicate a near-term prospect for gold production in La Paz County, Arizona. The partnership also owns the infrastructure and equipment necessary to process ore on site.

Forward-Looking Statements

Several statements contained in this press release are forward-looking statements of future expectations based on currently available information that are subject to risks and uncertainties including general economic conditions, changes in capital markets, regulatory legislation, and other circumstances that may cause actual results to be materially different from those expectations. Arvana does not make any representation or warranty, express or implied, as to the accuracy, completeness, or status of such statements so it will not be liable for any decision made or action taken in conjunction with the information and/or statements contained in this press release. Arvana encourages the public to read the information provided in conjunction with its recent filings on Form 8-K, Form 10-Q and Form 10-K, which may be viewed at www.sec.gov.

Contact

Ruairidh Campbell, Chief Executive Officer

Phone: +1 801-232-7395

Email: ruairidh@arvana.us

Website: https://arvana.us

Jim Clark, Managing Partner

Email: jimclark@luxcor.ca

Cover	Jun. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 29, 2023
Entity File Number	000-30695
Entity Registrant Name	ARVANA INC.
Entity Central Index Key	0001113313
Entity Tax Identification Number	87-0618509
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	299 Main Street
Entity Address, Address Line Two	13th Floor
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84111
City Area Code	(801)
Local Phone Number	232-7395
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false