AVNI 8-K
Arvana Inc (AVNI)
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 30, 2021
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 South 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. ☐
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Item
3.02. Unregistered Sales of Equity Securities.
On July 23, 2021, the board of directors of Arvana Inc. (“Company”) approved the issuance of twenty nine million five hundred and thirty seven thousand eight hundred and forty eight (29,537,848) restricted shares of its common stock, par value $0.001 to four individuals (4) and five (5) entities, pursuant to exemptions from registration promulgated under Securities and Exchange Act of 1933, as amended (“Securities Act”), effective June 30, 2021, as follows:
| Name | Effective Date | Amount Settled & Extinguished | Sum Used Conversion Shares | Conversion Price | Conversion Shares | Securities Act Exemptions | ||||||||||||||
| Zahir Dhanani(1) | 04/01/2021 | 220,071.06 | 130,947.52 | $ | 0.30 | 436,492 | §4(a)(2)/Reg D/Reg S | |||||||||||||
| Third Millennium Capital Corporation | 04/01/2021 | 12,659.58 | 7,952.00 | $ | 0.30 | 26,507 | §4(a)(2)/Reg D/Reg S | |||||||||||||
| CaiE Food Partnership Ltd. | 04/01/2021 | 213,522.09 | 174,610.00 | $ | 0.30 | 582,033 | §4(a)(2)/Reg D | |||||||||||||
| International Portfolio Management Inc.(2) | 06/30/2021 | 10,375.00 | 10,375.00 | $ | 0.04 | 259,375 | §4(a)(2)/Reg D/Reg S | |||||||||||||
| Altaf Nazerali(2) | 06/30/2021 | 5,750.00 | 5,750.00 | $ | 0.04 | 143,750 | §4(a)(2)/Reg D/Reg S | |||||||||||||
| Altaf Nazerali(2) | 06/30/2021 | 10,000.00 | 10,000.00 | $ | 0.04 | 250,000 | §4(a)(2)/Reg D/Reg S | |||||||||||||
| Valor Invest Ltd.(2) | 06/30/2021 | 924,975.96 | 924,975.96 | $ | 0.04 | 23,124,399 | §4(a)(2)/Reg D/Reg S | |||||||||||||
| John Baring(3) | 06/30/2021 | 60,000.00 | 60,000.00 | $ | 0.04 | 1,500,000 | §4(a)(2)/Reg D | |||||||||||||
| 681315 B.C. Ltd.(4) | 06/30/2021 | 103,611.68 | 103,611.68 | $ | 0.04 | 2,590,292 | §4(a)(2)/Reg S | |||||||||||||
| Raymond Wicki | 06/30/2021 | 44,879.03 | 25,000.00 | $ | 0.04 | 625,000 | §4(a)(2)/Reg D/Reg S | |||||||||||||
| TOTAL | 1,605,844.40 | 29,537,848 | ||||||||||||||||||
(1) Zahir Dhanani is a former officer and director of the Company and the beneficial owner of Topkapi International Investments Corp.
(2) Valor Invest Ltd. and International Portfolio Management are under the common control of Altaf Nazerali, whose voting control of the Company terminated on the conveyance of proxies to Mr. Alki David, effective June 30, 2021, as disclosed on Form 8-K filed July 7, 2021.
(3) Sir John Baring, a former officer and director, resigned from the Company’s board of directors effective July 24, 2021.
(4) 681315 B.C. Ltd. is beneficially owned by the Company’s independent accountant.
| 2 |
ITEM 5.01 Changes in Control of Registrant.
a) Change in Control
(1) Mr. Alkiviades David has acquired control of Arvana Inc. (“Company”).
(2) The change in control, effective June 30, 2021, was filed with the Securities and Exchange Commission (“Commission”) on Form 8-K filed July 7, 2021, on the grant of proxies over voting securities conveyed by one individual and two related entities to Mr. David, in furtherance of the non-binding provisions of a term sheet intended to secure for the Company an operating asset or business combination with an enterprise owned or controlled by Mr. David.
(3) Mr. David’s initial control over a majority interest in the Company’s voting securities derived from the conveyance of proxies representative of 2,625,690 shares of common stock that equated to 56.95% of its issued and outstanding shares as of June 30, 2021. The action of the Company’s board of directors (“Board”) on July 23, 2021, increased the number of shares governed by the original proxies, and affected certain other recipients of new shares to grant proxies to Mr. David, that in the aggregate represent 31,118,506 shares of common stock equal to 91.13% of outstanding shares.
(4) The consideration rendered in connection with the change in control was Mr. David’s remittance of $15,000 to the Company, which amount has been applied against the costs associated with its public disclosure obligations.
(5) Mr. David used personal funds to provide the consideration detailed above.
(6) The change of control was effected by the original proxy conveyances of Mr. Altaf Nazerali and certain related entities, to the full extent of shares of the Company’s common stock owned of record or beneficially, including any and all other securities issued or issuable to him at any future date for a period of fourteen (14) months.
(7) The initial change of control was coincident with the appointment of two new directors to the Company’s Board on June. 30, 2021, who assumed their respective responsibilities on July 24, 2021, concurrent with the resignation of two of the Company’s former directors.
(8) The change of control is in furtherance of the non-binding provisions of a term sheet intended to secure an operating asset or business combination with an enterprise owned or controlled by Mr. David through a definitive transaction yet to be concluded.
(b) Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information concerning the number of shares of our common stock owned of record and beneficially by: (i) each of our directors, (ii) each of our executive officers, (iii) our executive officers and directors as a group, and (iv) each shareholder who is known to us to beneficially own more than 5% of the 34,148,518 shares outstanding. Unless otherwise indicated, the stockholders included possess either voting power or ownership of record.
| Title of Class | Name and Address of Record and Beneficial Holders | Control Shares Held by Proxies | Shares Owned of Record | Percentage Voting | Percentage Non-Voting | |||||||||||||||
| Common | Ruairidh Campbell, CEO, CFO, PAO and Director 3002 Kinney Avenue, Austin, TX 78704 | 0 | % | 0 | % | |||||||||||||||
| Common | Carl Dawson, Director 21650 Oxnard Street, # 1405 Woodland Hills, CA 91367 | 0 | % | 0 | % | |||||||||||||||
| Common | Mathew Bentley Hoover, Director 5420 Yolanda Avenue, #111 Tarzana, CA 91356 | 0 | % | 0 | % | |||||||||||||||
| Common | All Directors and Officers as a Group | 0 | % | 0 | % | |||||||||||||||
| Common | Alkiviades David (2) 23768 Malibu Road, Malibu California 90265 | 31,118,506 | 91.13 | % | 0 | % | ||||||||||||||
| Common | Altaf Nazerali (3) 3001-788 Richards Street, Vancouver British Columbia, Canada V6B 0C7 | 2,898,725 | 0 | % | 8.49 | % | ||||||||||||||
| Common | Valor Invest Ltd. 60 Rue du Rhone, Fifth Floor Geneva 3, Switzerland CH 1211 | 23,504,489 | 0 | % | 68.83 | % | ||||||||||||||
| Total | 31,118,506 | 26,403,214 | 91.13 | % | 77.32 | % | ||||||||||||||
(1) Under Commission Rule 13d-3, the beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: voting power, which includes the power to vote, or direct the voting of shares; and/or investment power, which includes the power to dispose or direct the disposition of shares.
(2) Altaf Nazerali, Valor Invest Ltd., International Portfolio. Management, Inc., 681315 B.C. Ltd., Sir John Baring and Raymond Wicki (limited to 625,000 shares) conveyed proxy agreements in favor of Mr. David to the full extent of shares owned of record or beneficially, including any and all other securities issued or issuable at any future date. The proxies granted in favor of Mr. David convey the power to vote or direct the voting of Company shares for a fourteen (14) month period that commenced on June 30, 2021, but do not include the power to dispose or direct the disposition of said shares.
(3) Non-voting shares ascribed to Mr. Nazerali include 1,392,065 of those held of record by International Portfolio Management Inc.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements.
Appointment of Directors
On June 30, 2021, the Company’s board of directors (“Board”) appointed Carl Dawson and Mathew Bentley to serve on the Board until the next annual meeting of stockholders for the election of directors, effective ten (10) calendar days following the mailing of an information statement to stockholders to provide context for the appointments. The Company filed a Schedule 14f-1 with the Securities and Exchange Commission on July 14, 2021, that was mailed as an information statement to its stockholders. Carl Dawson and Mathew Bentley assumed their respective duties on the Board effective July 24, 2021.
Resignation of Directors
On June 30, 2021, the Board accepted the resignation of Sir John Baring and Shawn Teigen from their respective positions on the Board effective July 24, 2021, in correspondence with the aforesaid assumption of directorial duties by the recent appointees to the Board.
Item 8.01 Other Events.
Forgiveness Agreements
On July 19, 2021, the Board caused the Company to enter into two debt forgiveness agreements, effective June 30, 2021, with a former officer and director, to reduce its material liabilities in the aggregate amount of three hundred and sixty nine thousand eight hundred and eighty eight dollars and one cent ($369,888.01), in exchange for which the Company entered into a settlement agreement with said personality and principal signatory to both agreements as follows:
| Name | Effective Date | Amount Forgiven | ||||
| Zahir Dhanani(1) | 06/30/2021 | 206,301.71 | ||||
| Topkapi International Investments Corp. | 06/30/2021 | 163,586.30 | ||||
| TOTAL | 369,888.01 | |||||
(1) Zahir Dhanani is a former officer and director of the Company, and the beneficial owner of Topkapi International Investment Corp.
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Item 9.01 Financial Statements and Exhibits.
Exhibits
The following exhibits are filed herewith:
| Exhibit No. | Name | Description | Date | |||||||
| 10.01 | Zahir Dhanani | Debt Settlement Agreement and Release | 04/01/2021 | |||||||
| 10.02 | CaiE Food Partnership Ltd. | Debt Settlement Agreement and Release | 04/01/2021 | |||||||
| 10.03 | Valor Invest Ltd. | Debt Settlement Agreement and Release | 06/30/2021 | |||||||
| 10.04 | 681315 B.C. Ltd. | Debt Settlement Agreement and Release | 06/30/2021 | |||||||
| 10.05 | Zahir Dhanani | Debt Forgiveness Agreement | 06/30/2021 | |||||||
| 10.06 | Topkapi International Investments Corp. | Debt Forgiveness Agreement | 06/30/2021 | |||||||
| 5 |
SIGNATURES
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 | July 28, 2021 | |
| Name: Ruairidh Campbell | ||
| Title: Chief Executive Officer |
| 6 |
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (“Agreement”) is entered into effective as of April 1, 2021, by and between Zahir Dhanani (“Creditor”) and Arvana Inc. (“Arvana”). Collectively, Creditor and Arvana shall be referred to collectively as the “Parties” or individually as a “Party”.
BACKGROUND
WHEREAS, Creditor provided a series of loans to Arvana between August 2009 and October 2012, pursuant to which Creditor is entitled to an aggregate principal amount payable of one hundred and thirty thousand nine hundred forty seven dollars and fifty-two cents (US$130,947.52), and eighty nine thousand one hundred and twenty three dollars fifty-four cents (US$89,123.54) in interest accrued at six percent (6%) as of March 31, 2021 (“Debt”) comprised as follows:
| Date | Principal | Interest Rate | Interest Payable | Currency | Exchange | USD | ||||||||||||||||||||
| 5/8/2009 | 40,000.00 | 6 | % | 28,550.01 | Dollar | 68,550.01 | ||||||||||||||||||||
| 5/20/2009 | 60,000.00 | 6 | % | 42,706.74 | Dollar | 102,706.74 | ||||||||||||||||||||
| 8/16/2010 | 4,000.00 | 6 | % | 2,549.46 | Dollar | 6,549.46 | ||||||||||||||||||||
| 5/5/2011 | 10,000.00 | 6 | % | 6,034.43 | Canadian | 0.7952 | 12,750.58 | |||||||||||||||||||
| 5/18/2011 | 5,000.00 | 6 | % | 2,960.95 | Dollar | 7,960.95 | ||||||||||||||||||||
| 4/16/2012 | 10,000.00 | 6 | % | 5,455.67 | Canadian | 0.7952 | 12,290.35 | |||||||||||||||||||
| 5/8/2012 | 5,000.00 | 6 | % | 2,709.49 | Canadian | 0.7952 | 6,130.59 | |||||||||||||||||||
| 10/16/2012 | 2,600.00 | 6 | % | 1,339.11 | Canadian | 0.7952 | 3,132.38 | |||||||||||||||||||
| TOTAL | 130,947.52 | 89,123.54 | 220,071.06 | |||||||||||||||||||||||
WHEREAS, Arvana and Creditor desire and agree to provide for the payment of the above-stated indebtedness in accordance with terms and provisions different from, and in substitution of, the terms and conditions of the Debt as described above.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, Creditor and Arvana hereby agree as follows:
AGREED TERMS AND CONDITIONS
1. Settlement of Debt. Arvana will issue to Creditor four hundred and thirty six thousand four hundred and ninety two (436,492) shares of its restricted common stock (“Settlement Shares”) as provided herein, valued for the purposes of this Agreement at thirty U.S. cents ($0.30) per share in full and complete satisfaction of the Debt.
2. Closing. The Settlement Shares, unless agreed otherwise, shall be issued to Creditor not later than ten (10) business days after the execution of this Agreement and delivered to Creditor no later than twenty (20) business days thereafter.
3. Securities Act Exemptions. The Parties are executing and delivering this Agreement in reliance upon exemptions from registration promulgated under the rules and regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (“U.S. Securities Act”), and the British Columbia Securities Commission under the Securities Act of 1996, as amended (“B.C. Securities Act”).
4. Investment Representations of Creditor. Creditor represents and warrants that:
a. Investment Purpose. Creditor is acquiring the Settlement Shares for his own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the U.S. Securities Act.
b. B.C. Exemption from Registration Requirements. Creditor is a resident of British Columbia, eligible to accept the Settlement Shares without registration pursuant to the family, friends and business associates exemption of the B.C. Securities Act.
c. Reliance on Exemptions. Creditor understands that the Settlement Shares are being offered and sold to him in reliance upon specific exemptions from the registration requirements of national and provincial securities laws, and that Arvana is relying upon the truth and accuracy of, and Creditor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Creditor set forth herein, to determine the availability of such exemptions and the eligibility of Creditor to acquire the Settlement Shares.
d. Availability of Exemptions in the Country of Residence. Creditor certifies to Arvana that he is relying on an exemption applicable in Canada in which Creditor resides to enter into this Agreement, as required under national and provincial securities laws, reflected by Creditor initials hand written on the following line: ___.
e. Transfer or Re-sale. Creditor understands that except as provided herein, the sale of the Settlement Shares has not been and is not being registered under the U.S Securities Act or the B.C. Securities Act, and that the Settlement Shares may not be transferred unless sold pursuant to an effective registration statement under the U.S or the B.C. Securities Act respectively, or an exemption from registration effective in both jurisdictions.
f. Legend. Creditor understands that the Settlement Shares will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Settlement Shares):
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act.”
g. Authorization; Enforcement. Creditor (i) has the requisite authority to enter into and to perform this Agreement, and to consummate the transaction contemplated hereby in accordance with the terms hereof, (ii) the execution and delivery of this Agreement has been duly executed and delivered by Creditor and no further consent or authorization is required; and (iii) this Agreement constitutes a legal, valid and binding obligation of Creditor enforceable against Creditor in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting Creditor’ rights generally or by general principles of equity.
5. Representations and Warranties of Arvana. Arvana represents to Creditor, that (i) Arvana has all requisite corporate power and authority to enter into and perform this Agreement, and to consummate the transaction contemplated hereby, in accordance with the terms hereof; (ii) the execution and delivery of this Agreement has been duly authorized by Arvana’s Board of Directors and no further consent or authorization is required; (iii) this Agreement has been duly executed and delivered by Arvana through its authorized representative; and (iv) this Agreement constitutes a legal, valid and binding obligation of Arvana enforceable against Arvana in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting Arvana’s rights generally or by general principles of equity.
6. No Outstanding or Known Future Claims/Causes of Action. Each Party affirms that it has not filed with any governmental agency or court any type of action or report against the other Party, and currently knows of no existing act or omission by the other Party that may constitute a claim or liability excluded from the release in section 10 below.
7. Acknowledgment of Settlement. The Parties, as described in section 10 below, acknowledge that (i) the consideration set forth in this Agreement, which includes, but is not limited to, the Settlement Shares, is in full settlement of all claims or losses of whatsoever kind or character that they have, or may ever have had, against the other Party, including by reason of the Debt and (ii) by signing this Agreement, and accepting the consideration provided herein and the benefits of it, they are giving up forever any right to seek further monetary or other relief from the other Party, for any acts or omissions up to and including the date of this Agreement as set forth in section 10, including, without limitation, the Debt.
8. Legal Fees. The Parties acknowledge and agree that they are solely responsible for paying any attorneys’ fees and costs they incurred and that neither Party nor its attorney(s) will seek any award of attorneys’ fees or costs from the other Party, except as provided herein.
9. Taxes. Creditor shall be solely responsible for, and is legally bound to make payment of, any taxes determined to be due and owing (including penalties and interest related thereto) by it to any federal, provincial, local, or regional taxing authority as a result of the Settlement Shares. Creditor understand that Arvana has not made, and it does not rely upon, any representations regarding the tax treatment of the Settlement Shares paid pursuant to this Agreement. Moreover, Creditor agrees to indemnify and hold Arvana harmless in the event that any governmental taxing authority asserts against Arvana any claim for unpaid taxes, failure to withhold taxes, penalties, or interest based upon the payment of the Settlement Shares.
10. Mutual Release. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt.
This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debt.
11. Entire Agreement. The recitals set forth at the beginning of this Agreement are incorporated by reference and made a part of this Agreement. This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior negotiations and/or agreements, proposed or otherwise, written or oral, concerning the subject matter hereof. Furthermore, no modification of this Agreement shall be binding unless in writing and signed by each of the parties hereto.
12. New or Different Facts: No Effect. Except as provided herein, this Agreement shall be, and remain, in effect despite any alleged breach of this Agreement or the discovery or existence of any new or additional fact, or any fact different from that which either Party now knows or believes to be true. Notwithstanding the foregoing, nothing in this Agreement shall be construed as, or constitute, a release of any Party’s rights to enforce the terms of this Agreement.
13. Interpretation. Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. The headings within this Agreement are purely for convenience and are not to be used as an aid in interpretation. Moreover, this Agreement shall not be construed against either Party as the author or drafter of the Agreement.
14. Counterparts. This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
15. Notices. All notices required or permitted to be given under this Agreement will be in writing and will be deemed given (i) when delivered in person, (ii) seven (7) business days after being deposited in the United States mail, postage prepaid, registered or certified mail addressed as set forth below, or (iii) on the 2nd business day after being deposited with a nationally recognized overnight courier service addressed as set forth below:
Zahir Zhanani
1411 Bramwell Road
West Vancouver
British Columbia Canada V7S 2N8
Arvana Inc.
299 South Main Street, 13th Floor
Salt Lake City
Utah, United States of America 84111
16. Governing Law and Venue. This Agreement shall be deemed to be a contract made under the laws of the State of Utah and for all purposes it and any related or supplemental documents and notices, shall be construed in accordance with and governed by the laws of such state. In respect of any action or claim arising out of or relating to this Agreement (x) the parties hereby irrevocably submit to the jurisdiction of the United States District Court for the District of Utah (Salt Lake City) and/or in the Utah state courts located within Salt Lake County, Utah, over any action or proceeding arising out of or related to this Agreement and the documents related hereto or executed in connection herewith, (y) the Parties hereby irrevocably agree that all claims in respect of such actions or proceedings may be heard and determined in the courts referenced in the foregoing clause (x), and (z) the Parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in Utah.
17. Reliance on Own Counsel. In entering into this Agreement, the Parties acknowledge that they have relied upon the legal advice of their respective attorneys, who are the attorneys of their own choosing, that such terms are fully understood and voluntarily accepted by them, and that, other than the consideration set forth herein, no promises or representations of any kind have been made to them by the other Party. The Parties represent and acknowledge that in executing this Agreement they did not rely, and have not relied, upon any representation or statement, whether oral or written, made by the other Party or by that other Party’s agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise.
READ THE FOREGOING DOCUMENT CAREFULLY AS IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.
IN WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this Agreement to be executed as of the date(s) set forth below.
| Arvana Inc. | Creditor | ||
| /s/ Ruairidh Campbell | /s/ Zahir Dhanani | ||
| By: Ruairidh Campbell | By: Zahir Dhanai | ||
| Its: Chief Executive Officer | Its: | ||
| Dated: April 1, 2021 | Dated: April 1, 2021 |
| 1 |
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (“Agreement”) is entered into effective as of April 1, 2021, by and between CaiE Foods Partnership Ltd. (“Creditor”) and Arvana Inc. (“Arvana”). Collectively, Creditor and Arvana shall be referred to collectively as the “Parties” or individually as a “Party”.
BACKGROUND
WHEREAS, Creditor provided a series of loans to Arvana between March 2016 and August 2020, pursuant to which Creditor is entitled to an aggregate amount payable of two hundred and thirteen thousand five hundred and twenty two dollars and nine cents ($213,522.09), which amount includes ten percent (10%) in accrued interest on loans provided between March 2016, and October 2018, as defined in two convertible debentures dated May 18, 2016, as amended, and October 12, 2018, as amended, of thirty eight thousand nine hundred and twelve dollars and nine cents ($38,912.09), as of March 31, 2021 (“Debt”), comprised as follows:
| Date | Principal | Interest Rate | Interest Payable | Currency | USD | |||||||||||||||||
| 3/30/2016 | 20,000.00 | 10 | % | 10,014.00 | Dollar | 30,014.00 | ||||||||||||||||
| 5/18/2016 | 30,000.00 | 10 | % | 14,619.00 | Dollar | 44,619.00 | ||||||||||||||||
| 3/24/2017 | 17,800.00 | 10 | % | 4,397.09 | Dollar | 22,197.09 | ||||||||||||||||
| 8/10/2017 | 10,000.00 | 10 | % | 2,470.50 | Dollar | 12,470.50 | ||||||||||||||||
| 4/11/2018 | 10,000.00 | 10 | % | 2,470.50 | Dollar | 12,470.50 | ||||||||||||||||
| 10/12/2018 | 20,000.00 | 10 | % | 4,941.00 | Dollar | 24,941.00 | ||||||||||||||||
| 1/14/2019 | 5,600.00 | — | — | Dollar | 5,600.00 | |||||||||||||||||
| 4/12/2019 | 3,000.00 | — | — | Dollar | 3,000.00 | |||||||||||||||||
| 5/30/2019 | 2,500.00 | — | — | Dollar | 2,500.00 | |||||||||||||||||
| 8/15/2019 | 25,710.00 | — | — | Dollar | 25,710.00 | |||||||||||||||||
| 3/17/2020 | 25,000.00 | — | — | Dollar | 25,000.00 | |||||||||||||||||
| 8/17/2020 | 5,000.00 | — | — | Dollar | 5,000.00 | |||||||||||||||||
| TOTAL | 174,610.00 | 38,912.09 | 213,522.09 | |||||||||||||||||||
WHEREAS, Arvana and Creditor desire and agree to provide for the payment of the above-stated indebtedness in accordance with terms and provisions different from, and in substitution of, the terms and conditions of the Debt as described above.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, Creditor and Arvana hereby agree as follows:
AGREED TERMS AND CONDITIONS
1. Settlement of Debt. Arvana will issue to Creditor five hundred and eighty two thousand and thirty three (582,033) shares of its restricted common stock (“Settlement Shares”) as provided herein, valued for the purposes of this Agreement at thirty cents ($0.30) per share in full and complete satisfaction of the Debt.
2. Closing. The Settlement Shares, unless agreed otherwise, shall be issued to Creditor not later than ten (10) business days after the execution of this Agreement and delivered to Creditor no later than twenty (20) business days thereafter.
3. Securities Act Exemptions. The Parties are executing and delivering this Agreement in reliance upon exemptions from registration promulgated under the rules and regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (“Securities Act”).
4. Investment Representations of Creditor. Creditor represents and warrants that:
a. Investment Purpose. Creditor is acquiring the Settlement Shares for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.
b. Accredited Investor Status. Creditor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act (“Accredited Investor”).
c. Reliance on Exemptions. Creditor understands that the Settlement Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of national, and state securities laws, and that Arvana is relying upon the truth and accuracy of, and Creditor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Creditor set forth herein, to determine the availability of such exemptions and the eligibility of Creditor to acquire the Settlement Shares.
d. Transfer or Re-sale. Creditor understands that except as provided herein, the sale of the Settlement Shares has not been and is not being registered under the Securities Act, and that the Settlement Shares may not be transferred unless sold pursuant to an effective registration statement under the Securities Act or an exemption from registration.
e. Legend. Creditor understands that the Settlement Shares will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Settlement Shares):
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act.”
f. Authorization; Enforcement. Creditor (i) has the requisite authority to enter into and to perform this Agreement, and to consummate the transaction contemplated hereby in accordance with the terms hereof, (ii) the execution and delivery of this Agreement has been duly executed and delivered by Creditor and no further consent or authorization is required; and (iii) this Agreement constitutes a legal, valid and binding obligation of Creditor enforceable against Creditor in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting Creditor’ rights generally or by general principles of equity.
5. Representations and Warranties of Arvana. Arvana represents to Creditor, that (i) Arvana has all requisite corporate power and authority to enter into and perform this Agreement, and to consummate the transaction contemplated hereby, in accordance with the terms hereof; (ii) the execution and delivery of this Agreement has been duly authorized by Arvana’s Board of Directors and no further consent or authorization is required; (iii) this Agreement has been duly executed and delivered by Arvana through its authorized representative; and (iv) this Agreement constitutes a legal, valid and binding obligation of Arvana enforceable against Arvana in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting Arvana’s rights generally or by general principles of equity.
6. No Outstanding or Known Future Claims/Causes of Action. Each Party affirms that it has not filed with any governmental agency or court any type of action or report against the other Party, and currently knows of no existing act or omission by the other Party that may constitute a claim or liability excluded from the release in section 10 below.
7. Acknowledgment of Settlement. The Parties, as described in section 10 below, acknowledge that (i) the consideration set forth in this Agreement, which includes, but is not limited to, the Settlement Shares, is in full settlement of all claims or losses of whatsoever kind or character that they have, or may ever have had, against the other Party, including by reason of the Debt and (ii) by signing this Agreement, and accepting the consideration provided herein and the benefits of it, they are giving up forever any right to seek further monetary or other relief from the other Party, for any acts or omissions up to and including the date of this Agreement as set forth in section 10, including, without limitation, the Debt.
8. Legal Fees. The Parties acknowledge and agree that they are solely responsible for paying any attorneys’ fees and costs they incurred and that neither Party nor its attorney(s) will seek any award of attorneys’ fees or costs from the other Party, except as provided herein.
9. Taxes. Creditor shall be solely responsible for, and is legally bound to make payment of, any taxes determined to be due and owing (including penalties and interest related thereto) by it to any federal, state, local, or regional taxing authority as a result of the Settlement Shares. Creditor understand that Arvana has not made, and it does not rely upon, any representations regarding the tax treatment of the Settlement Shares paid pursuant to this Agreement. Moreover, Creditor agrees to indemnify and hold Arvana harmless in the event that any governmental taxing authority asserts against Arvana any claim for unpaid taxes, failure to withhold taxes, penalties, or interest based upon the payment of the Settlement Shares.
10. Mutual Release. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt.
This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debt.
11. Entire Agreement. The recitals set forth at the beginning of this Agreement are incorporated by reference and made a part of this Agreement. This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior negotiations and/or agreements, proposed or otherwise, written or oral, concerning the subject matter hereof. Furthermore, no modification of this Agreement shall be binding unless in writing and signed by each of the parties hereto.
12. New or Different Facts: No Effect. Except as provided herein, this Agreement shall be, and remain, in effect despite any alleged breach of this Agreement or the discovery or existence of any new or additional fact, or any fact different from that which either Party now knows or believes to be true. Notwithstanding the foregoing, nothing in this Agreement shall be construed as, or constitute, a release of any Party’s rights to enforce the terms of this Agreement.
13. Interpretation. Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. The headings within this Agreement are purely for convenience and are not to be used as an aid in interpretation. Moreover, this Agreement shall not be construed against either Party as the author or drafter of the Agreement.
14. Counterparts. This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
15. Notices. All notices required or permitted to be given under this Agreement will be in writing and will be deemed given (i) when delivered in person, (ii) seven (7) business days after being deposited in the United States mail, postage prepaid, registered or certified mail addressed as set forth below, or (iii) on the 2nd business day after being deposited with a nationally recognized overnight courier service addressed as set forth below:
CaiE Foods Partnership Ltd.
1802-A Brierley Way, Suite 108
Sparks
Nevada 89434
Arvana Inc.
299 South Main Street, 13th Floor
Salt Lake City
Utah 84111
16. Governing Law and Venue. This Agreement shall be deemed to be a contract made under the laws of the State of Utah and for all purposes it and any related or supplemental documents and notices, shall be construed in accordance with and governed by the laws of such state. In respect of any action or claim arising out of or relating to this Agreement (x) the parties hereby irrevocably submit to the jurisdiction of the United States District Court for the District of Utah (Salt Lake City) and/or in the Utah state courts located within Salt Lake County, Utah, over any action or proceeding arising out of or related to this Agreement and the documents related hereto or executed in connection herewith, (y) the Parties hereby irrevocably agree that all claims in respect of such actions or proceedings may be heard and determined in the courts referenced in the foregoing clause (x), and (z) the Parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in Utah.
17. Reliance on Own Counsel. In entering into this Agreement, the Parties acknowledge that they have relied upon the legal advice of their respective attorneys, who are the attorneys of their own choosing, that such terms are fully understood and voluntarily accepted by them, and that, other than the consideration set forth herein, no promises or representations of any kind have been made to them by the other Party. The Parties represent and acknowledge that in executing this Agreement they did not rely, and have not relied, upon any representation or statement, whether oral or written, made by the other Party or by that other Party’s agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise.
READ THE FOREGOING DOCUMENT CAREFULLY AS IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.
[Signature Page Follows]
| 1 |
IN WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this Agreement to be executed as of the date(s) set forth below.
| Arvana Inc. | Creditor | ||
| /s/ Ruairidh Campbell | /s/ Caie George | ||
| By: Ruairidh Campbell | By: Caie George | ||
| Its: Chief Executive Officer | Its: | ||
| Dated: April 1, 2021 | Dated: April 1, 2021 |
| 2 |
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (“Agreement”) is entered into effective as of June 30, 2021, by and between Valor Invest Ltd. (“Creditor”) and Arvana Inc. (“Arvana”). Collectively, Creditor and Arvana shall be referred to collectively as the “Parties” or individually as a “Party”.
BACKGROUND
WHEREAS, Creditor provided a series of loans and rendered services between August 2006 and March 2015 that accrued to Arvana as loans or payables, in addition to which certain amounts due to Pensbreigh Holdings Ltd. were assigned to Creditor on even date, pursuant to which Creditor is entitled to an aggregate amount due of nine hundred and twenty four thousand nine hundred and seventy fifty dollars and ninety-six cents ($924,975.96), which amount includes six percent (6%) in accrued interest of three hundred and thirty one thousand seven hundred and thirty two dollars and twenty-two cents ($331,732.22), as of June 30, 2021 (“Debt”) comprised as follows:
| Date | Principal | Interest Rate | Interest Payable | Description Currency | Exchange (fx) | Principal USD | Interest USD | USD | ||||||||||||||||||||||||
| 8/23/2006 | 120,000 | — | — | Euro | 1.1859 | 142,308.00 | — | 142,308.001 | ||||||||||||||||||||||||
| 2/19/2007 | 150,000 | 6 | % | 128,489.44 | Euro | 1.1859 | 177,885.00 | 152,375.63 | 330,260.63 | |||||||||||||||||||||||
| 6/1/2007 | 35,000 | 6 | % | 30,498.44 | Canadian | 0.8068 | 28,238.00 | 24,606.16 | 52,844.16 | |||||||||||||||||||||||
| 11/6/2007 | 75,000 | 6 | % | 61,060.56 | Euro | 1.1859 | 88,942.50 | 72,411.72 | 161,354.22 | |||||||||||||||||||||||
| 3/26/2008 | 50,000.00 | 6 | % | 39,876.55 | Dollar | — | 50,000.00 | 39,876.55 | 89,876.55 | |||||||||||||||||||||||
| 4/24/2009 | 25,000.00 | 6 | % | 18,316.58 | Dollar | — | 25,000.00 | 18,316.58 | 43,316.58 | |||||||||||||||||||||||
| 11/30/2009 | 20,000.00 | — | — | Canadian | 0.8068 | 16,136.00 | — | 16,136.002 | ||||||||||||||||||||||||
| 3/30/2011 | 13,032.24 | — | — | Dollar | — | 13,032.24 | — | 13,032.243 | ||||||||||||||||||||||||
| 5/15/2011 | 5,000.00 | 6 | % | 3,133.03 | Canadian | 0.8068 | 4,034.00 | 2,527,73 | 6,561.73 | |||||||||||||||||||||||
| 4/16/2012 | 5,000.00 | 6 | % | 2,767.68 | Dollar | — | 5,000.00 | 2,767.68 | 7,767.68 | |||||||||||||||||||||||
| 5/8/2012 | 10,000.00 | 6 | % | 5,657.51 | Canadian | 0.8068 | 8,068.00 | 4,564.48 | 12,632.48 | |||||||||||||||||||||||
| 3/13/2014 | 4,500.00 | 6 | % | 1,975.26 | Dollar | — | 4,500.00 | 1,975.26 | 6,475.26 | |||||||||||||||||||||||
| 5/9/2014 | 2,100.00 | 6 | % | 902.07 | Dollar | — | 2,100.00 | 902.07 | 3,002.07 | |||||||||||||||||||||||
| 5/21/2014 | 12,800.00 | 6 | % | 5,473.10 | Dollar | — | 12,800.00 | 5,473.10 | 18,273.10 | |||||||||||||||||||||||
| 9/3/2014 | 5,200.00 | 6 | % | 2,133.56 | Dollar | — | 5,200.00 | 2,133.56 | 7,333.56 | |||||||||||||||||||||||
| 3/5/2015 | 10,000.00 | 6 | % | 3,801.70 | Dollar | — | 10,000.00 | 3,801.70 | 13,801.70 | |||||||||||||||||||||||
| TOTAL | 924,975.96 | |||||||||||||||||||||||||||||||
1 The amount of $142,308.00 corresponds to payables booked on August 23, 2006, that are non-interest bearing.
2 The amount of $16,136.00 corresponds to payables booked on November 30, 2009, that are non-interest bearing.
3 The amount of $13,032.24 became payable on the assignment of those amounts owed by Arvana to Pensbreigh Holdings Ltd. effective April 1, 2021.
WHEREAS, Arvana and Creditor desire and agree to provide for the payment of the above-stated indebtedness in accordance with terms and provisions different from, and in substitution of, the terms and conditions of the Debt as described above.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, Creditor and Arvana hereby agree as follows:
AGREED TERMS AND CONDITIONS
1. Settlement of Debt. Arvana will issue to Creditor twenty three million one hundred and twenty four thousand three hundred and ninety nine (23,124,399) shares of its restricted common stock (“Settlement Shares”) as provided herein, valued for the purposes of this Agreement at four U.S. cents ($0.04) per share in full and complete satisfaction of the Debt.
2. Closing. The Settlement Shares, unless agreed otherwise, shall be issued to Creditor not later than ten (10) business days after the execution of this Agreement and delivered to Creditor no later than twenty (20) business days thereafter.
3. Securities Act Exemptions. The Parties are executing and delivering this Agreement in reliance upon exemptions from registration promulgated under the rules and regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (“Securities Act”).
4. Investment Representations of Creditor. Creditor represents and warrants that:
a. Investment Purpose. Creditor is acquiring the Settlement Shares for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.
b. Accredited Investor Status. Creditor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act (“Accredited Investor”).
c. Availability of Exemptions in the Country of Residence. Creditor certifies to Arvana that it is relying on an exemption applicable in St. Kitts & Nevis, the nation in which Creditor was formed, and an exemption in Switzerrland, the location in which Creditor maintains its office, to enter into this Agreement, as required under national and local securities laws, reflected by Creditor’s initials hand on the following line: ___.
d. Reliance on Exemptions. Creditor understands that the Settlement Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of national, and local securities laws, and that Arvana is relying upon the truth and accuracy of, and Creditor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Creditor set forth herein, to determine the availability of such exemptions and the eligibility of Creditor to acquire the Settlement Shares.
e. Transfer or Re-sale. Creditor understands that except as provided herein, the sale of the Settlement Shares has not been and is not being registered under the Securities Act, and that the Settlement Shares may not be transferred unless sold pursuant to an effective registration statement under the Securities Act or an exemption from registration effective in each of the jurisdictions referenced hereto.
f. Legend. Creditor understands that the Settlement Shares will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Settlement Shares):
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act.”
g. Authorization; Enforcement. Creditor (i) has the requisite authority to enter into and to perform this Agreement, and to consummate the transaction contemplated hereby in accordance with the terms hereof, (ii) the execution and delivery of this Agreement has been duly executed and delivered by Creditor and no further consent or authorization is required; and (iii) this Agreement constitutes a legal, valid and binding obligation of Creditor enforceable against Creditor in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting Creditor’ rights generally or by general principles of equity.
5. Representations and Warranties of Arvana. Arvana represents to Creditor, that (i) Arvana has all requisite corporate power and authority to enter into and perform this Agreement, and to consummate the transaction contemplated hereby, in accordance with the terms hereof; (ii) the execution and delivery of this Agreement has been duly authorized by Arvana’s Board of Directors and no further consent or authorization is required; (iii) this Agreement has been duly executed and delivered by Arvana through its authorized representative; and (iv) this Agreement constitutes a legal, valid and binding obligation of Arvana enforceable against Arvana in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting Arvana’s rights generally or by general principles of equity.
6. No Outstanding or Known Future Claims/Causes of Action. Each Party affirms that it has not filed with any governmental agency or court any type of action or report against the other Party, and currently knows of no existing act or omission by the other Party that may constitute a claim or liability excluded from the release in section 10 below.
7. Acknowledgment of Settlement. The Parties, as described in section 10 below, acknowledge that (i) the consideration set forth in this Agreement, which includes, but is not limited to, the Settlement Shares, is in full settlement of all claims or losses of whatsoever kind or character that they have, or may ever have had, against the other Party, including by reason of the Debt and (ii) by signing this Agreement, and accepting the consideration provided herein and the benefits of it, they are giving up forever any right to seek further monetary or other relief from the other Party, for any acts or omissions up to and including the date of this Agreement as set forth in section 10, including, without limitation, the Debt.
8. Legal Fees. The Parties acknowledge and agree that they are solely responsible for paying any attorneys’ fees and costs they incurred and that neither Party nor its attorney(s) will seek any award of attorneys’ fees or costs from the other Party, except as provided herein.
9. Taxes. Creditor shall be solely responsible for, and is legally bound to make payment of, any taxes determined to be due and owing (including penalties and interest related thereto) by it to any federal, local, or regional taxing authority as a result of the Settlement Shares. Creditor understand that Arvana has not made, and it does not rely upon, any representations regarding the tax treatment of the Settlement Shares paid pursuant to this Agreement. Moreover, Creditor agrees to indemnify and hold Arvana harmless in the event that any governmental taxing authority asserts against Arvana any claim for unpaid taxes, failure to withhold taxes, penalties, or interest based upon the payment of the Settlement Shares.
10. Mutual Release. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt.
This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debt.
11. Entire Agreement. The recitals set forth at the beginning of this Agreement are incorporated by reference and made a part of this Agreement. This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior negotiations and/or agreements, proposed or otherwise, written or oral, concerning the subject matter hereof. Furthermore, no modification of this Agreement shall be binding unless in writing and signed by each of the parties hereto.
12. New or Different Facts: No Effect. Except as provided herein, this Agreement shall be, and remain, in effect despite any alleged breach of this Agreement or the discovery or existence of any new or additional fact, or any fact different from that which either Party now knows or believes to be true. Notwithstanding the foregoing, nothing in this Agreement shall be construed as, or constitute, a release of any Party’s rights to enforce the terms of this Agreement.
13. Interpretation. Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. The headings within this Agreement are purely for convenience and are not to be used as an aid in interpretation. Moreover, this Agreement shall not be construed against either Party as the author or drafter of the Agreement.
14. Counterparts. This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
15. Notices. All notices required or permitted to be given under this Agreement will be in writing and will be deemed given (i) when delivered in person, (ii) seven (7) business days after being deposited in the United States mail, postage prepaid, registered or certified mail addressed as set forth below, or (iii) on the 2nd business day after being deposited with a nationally recognized overnight courier service addressed as set forth below:
Valor Invest Ltd.
60 rue de Rhone, 5th floor
Geneva CH-1211
Switzerland
Arvana Inc.
299 South Main Street, 13th Floor
Salt Lake City
Utah 84111
United States of America
16. Governing Law and Venue. This Agreement shall be deemed to be a contract made under the laws of the State of Utah and for all purposes it and any related or supplemental documents and notices, shall be construed in accordance with and governed by the laws of such state. In respect of any action or claim arising out of or relating to this Agreement (x) the parties hereby irrevocably submit to the jurisdiction of the United States District Court for the District of Utah (Salt Lake City) and/or in the Utah state courts located within Salt Lake County, Utah, over any action or proceeding arising out of or related to this Agreement and the documents related hereto or executed in connection herewith, (y) the Parties hereby irrevocably agree that all claims in respect of such actions or proceedings may be heard and determined in the courts referenced in the foregoing clause (x), and (z) the Parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in Utah.
17. Reliance on Own Counsel. In entering into this Agreement, the Parties acknowledge that they have relied upon the legal advice of their respective attorneys, who are the attorneys of their own choosing, that such terms are fully understood and voluntarily accepted by them, and that, other than the consideration set forth herein, no promises or representations of any kind have been made to them by the other Party. The Parties represent and acknowledge that in executing this Agreement they did not rely, and have not relied, upon any representation or statement, whether oral or written, made by the other Party or by that other Party’s agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise.
READ THE FOREGOING DOCUMENT CAREFULLY. IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.
IN WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this Agreement to be executed as of the date(s) set forth below.
| Arvana Inc. | Valor Invest Ltd. | ||
| /s/ Ruairidh Campbell | /s/ Altaf Nazerali | ||
| By: Ruairidh Campbell | By: Altaf Nazerali | ||
| Its: Chief Executive Officer | Its: Authorized Signatory | ||
| Dated: June 30, 2021 | Dated: June 30, 2021 |
| 1 |
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (“Agreement”) is entered into effective as of June 30, 2021, by and between 681315 B.C. Ltd. (“Creditor”) and Arvana Inc. (“Arvana”). Collectively, Creditor and Arvana shall be referred to collectively as the “Parties” or individually as a “Party”.
BACKGROUND
WHEREAS, Creditor has provided accounting services to Arvana, in connection with thee compilation of its periodic reports, from July 2010 to date, and is due an aggregate amount of one hundred and three thousand six hundred and eleven dollars sixty-eight cents ($103,611.68) as of June 30, 2021 (“Debt”).
WHEREAS, Arvana and Creditor desire and agree to provide for the payment of the above-stated indebtedness in accordance with terms and provisions different from, and in substitution of, the terms and obligations of the Debt as described above.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, Creditor and Arvana hereby agree as follows:
AGREED TERMS AND CONDITIONS
1. Settlement of Debt. Arvana will issue to Creditor two million five hundred and ninety thousand two hundred and ninety two (2,590,292) shares of its restricted common stock (“Settlement Shares”) as provided herein, valued for the purposes of this Agreement at four U.S. cents ($0.04) per share in full and complete satisfaction of the Debt.
2. Closing. The Settlement Shares, unless agreed otherwise, shall be issued to Creditor not later than ten (10) business days after the execution of this Agreement and delivered to Creditor no later than twenty (20) business days thereafter.
3. Securities Act Exemptions. The Parties are executing and delivering this Agreement in reliance upon exemptions from registration promulgated under the rules and regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (“U.S. Securities Act”), and the British Columbia Securities Commission under the Securities Act of 1996, as amended (“B.C. Securities Act”).
4. Investment Representations of Creditor. Creditor represents and warrants that:
a. Investment Purpose. Creditor is acquiring the Settlement Shares for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the U.S. Securities Act.
b. B.C. Exemption from Registration Requirements. Creditor is a British Columbia limited company, eligible to accept the Settlement Shares without registration pursuant to the employee, director, officer or consultant exemption of the B.C. Securities Act.
c. Reliance on Exemptions. Creditor understands that the Settlement Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of national and provincial securities laws, and that Arvana is relying upon the truth and accuracy of, and Creditor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Creditor set forth herein, to determine the availability of such exemptions and the eligibility of Creditor to acquire the Settlement Shares.
d. Availability of Exemptions in the Country of Residence. Creditor certifies to Arvana that it is relying on an exemption applicable in Canada, in which Creditor was formed, to enter into this Agreement, as required under national and provincial securities laws, reflected by Creditor’s authorized initials hand written on the following line: ___.
e. Transfer or Re-sale. Creditor understands that except as provided herein, the sale of the Settlement Shares has not been and is not being registered under the U.S. or B.C. Securities Act, and that the Settlement Shares may not be transferred unless sold pursuant to an effective registration statement under either Securities Act or an exemption from registration effective in both jurisdictions.
f. Legend. Creditor understands that the Settlement Shares will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Settlement Shares):
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act.”
g. Authorization; Enforcement. Creditor (i) has the requisite authority to enter into and to perform this Agreement, and to consummate the transaction contemplated hereby in accordance with the terms hereof, (ii) the execution and delivery of this Agreement has been duly executed and delivered by Creditor and no further consent or authorization is required; and (iii) this Agreement constitutes a legal, valid and binding obligation of Creditor enforceable against Creditor in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting Creditor’ rights generally or by general principles of equity.
5. Representations and Warranties of Arvana. Arvana represents to Creditor, that (i) Arvana has all requisite corporate power and authority to enter into and perform this Agreement, and to consummate the transaction contemplated hereby, in accordance with the terms hereof; (ii) the execution and delivery of this Agreement has been duly authorized by Arvana’s Board of Directors and no further consent or authorization is required; (iii) this Agreement has been duly executed and delivered by Arvana through its authorized representative; and (iv) this Agreement constitutes a legal, valid and binding obligation of Arvana enforceable against Arvana in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting Arvana’s rights generally or by general principles of equity.
6. No Outstanding or Known Future Claims/Causes of Action. Each Party affirms that it has not filed with any governmental agency or court any type of action or report against the other Party, and currently knows of no existing act or omission by the other Party that may constitute a claim or liability excluded from the release in section 10 below.
7. Acknowledgment of Settlement. The Parties, as described in section 10 below, acknowledge that (i) the consideration set forth in this Agreement, which includes, but is not limited to, the Settlement Shares, is in full settlement of all claims or losses of whatsoever kind or character that they have, or may ever have had, against the other Party, including by reason of the Debt and (ii) by signing this Agreement, and accepting the consideration provided herein and the benefits of it, they are giving up forever any right to seek further monetary or other relief from the other Party, for any acts or omissions up to and including the date of this Agreement as set forth in section 10, including, without limitation, the Debt.
8. Legal Fees. The Parties acknowledge and agree that they are solely responsible for paying any attorneys’ fees and costs they incurred and that neither Party nor its attorney(s) will seek any award of attorneys’ fees or costs from the other Party, except as provided herein.
9. Taxes. Creditor shall be solely responsible for, and is legally bound to make payment of, any taxes determined to be due and owing (including penalties and interest related thereto) by it to any federal, provincial, local, or regional taxing authority as a result of the Settlement Shares. Creditor understand that Arvana has not made, and it does not rely upon, any representations regarding the tax treatment of the Settlement Shares paid pursuant to this Agreement. Moreover, Creditor agrees to indemnify and hold Arvana harmless in the event that any governmental taxing authority asserts against Arvana any claim for unpaid taxes, failure to withhold taxes, penalties, or interest based upon the payment of the Settlement Shares.
10. Mutual Release. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt.
This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debt.
11. Entire Agreement. The recitals set forth at the beginning of this Agreement are incorporated by reference and made a part of this Agreement. This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior negotiations and/or agreements, proposed or otherwise, written or oral, concerning the subject matter hereof. Furthermore, no modification of this Agreement shall be binding unless in writing and signed by each of the parties hereto.
12. New or Different Facts: No Effect. Except as provided herein, this Agreement shall be, and remain, in effect despite any alleged breach of this Agreement or the discovery or existence of any new or additional fact, or any fact different from that which either Party now knows or believes to be true. Notwithstanding the foregoing, nothing in this Agreement shall be construed as, or constitute, a release of any Party’s rights to enforce the terms of this Agreement.
13. Interpretation. Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. The headings within this Agreement are purely for convenience and are not to be used as an aid in interpretation. Moreover, this Agreement shall not be construed against either Party as the author or drafter of the Agreement.
14. Counterparts. This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
15. Notices. All notices required or permitted to be given under this Agreement will be in writing and will be deemed given (i) when delivered in person, (ii) seven (7) business days after being deposited in the United States mail, postage prepaid, registered or certified mail addressed as set forth below, or (iii) on the 2nd business day after being deposited with a nationally recognized overnight courier service addressed as set forth below:
681315 B.C. Ltd.
14873 80b Avenue
Surrey
British Columbia
Canada V3S 7H4
Arvana Inc.
299 South Main Street, 13th Floor
Salt Lake City
Utah 84111
United States of America
16. Governing Law and Venue. This Agreement shall be deemed to be a contract made under the laws of the State of Utah and for all purposes it and any related or supplemental documents and notices, shall be construed in accordance with and governed by the laws of such state. In respect of any action or claim arising out of or relating to this Agreement (x) the parties hereby irrevocably submit to the jurisdiction of the United States District Court for the District of Utah (Salt Lake City) and/or in the Utah state courts located within Salt Lake County, Utah, over any action or proceeding arising out of or related to this Agreement and the documents related hereto or executed in connection herewith, (y) the Parties hereby irrevocably agree that all claims in respect of such actions or proceedings may be heard and determined in the courts referenced in the foregoing clause (x), and (z) the Parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in Utah.
17. Reliance on Own Counsel. In entering into this Agreement, the Parties acknowledge that they have relied upon the legal advice of their respective attorneys, who are the attorneys of their own choosing, that such terms are fully understood and voluntarily accepted by them, and that, other than the consideration set forth herein, no promises or representations of any kind have been made to them by the other Party. The Parties represent and acknowledge that in executing this Agreement they did not rely, and have not relied, upon any representation or statement, whether oral or written, made by the other Party or by that other Party’s agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise.
READ THE FOREGOING DOCUMENT CAREFULLY. IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.
IN WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this Agreement to be executed as of the date(s) set forth below.
| Arvana Inc. | 681315 B.C. Ltd. | ||
| /s/ Ruairidh Campbell | /s/ Jaisun Garcha | ||
| By: Ruairidh Campbell | By: Jaisun Garcha | ||
| Its: Chief Executive Officer | Its: President | ||
| Dated: June 30, 2021 | Dated: June 30, 2021 |
| 1 |
DEBT FORGIVENESS AGREEMENT
This DEBT FORGIVENESS AGREEMENT (“Agreement”) is made effective as of June. 30, 2021, by and between Arvana Inc. (“Company”) and Zahir Dhanani (“Creditor” and together with the Company, the “Parties”).
WHEREAS, the Company owes Creditor certain payables for services rendered as a former officer and director of the Company, and for amounts expended in his official capacity on behalf of the Company, in the aggregate amount of two hundred and six thousand three hundred and one dollars and seventy-one cents ($206,301.71) as of the effective date of this Agreement (‘Debt”) comprised as follows:
| Payables | Date Incurred | Date Recorded | Currency | Total |
| Consulting fee | 01/31/2012 | 01/31/2012 | Canadian | 5,000.00 |
| Traveling expenses (020912ZD) | 02/09/2012 | 02/29/2012 | Canadian | 7,975.08 |
| Traveling expenses (020912ZD-2) | 02/09/2012 | 02/29/2012 | Canadian | 8,910.80 |
| Consulting fee | 02/09/2012 | 02/29/2012 | Canadian | 5,000.00 |
| Traveling expenses (032112ZD-1) | 03/21/2012 | 03/31/2012 | Canadian | 9,010.50 |
| Traveling expenses (032112-2) | 03/21/2012 | 03/31/2012 | Canadian | 12,903.55 |
| Consulting fee | 03/31/2012 | 03/31/2012 | Canadian | 5,000.00 |
| Consulting fee | 04/30/2012 | 04/30/2012 | Canadian | 5,000.00 |
| Traveling expenses (050712ZD) | 05/07/2012 | 05/31/2012 | Canadian | 11,256.29 |
| Consulting fee | 05/31/2012 | 05/31/2012 | Canadian | 5,000.00 |
| Traveling expenses (062512ZD) | 06/25/2012 | 06/30/2012 | Canadian | 16,664.06 |
| Consulting fee | 06/30/2012 | 06/30/2012 | Canadian | 5,000.00 |
| Traveling expenses (Zip) | 07/19/2012 | 07/31/2012 | Canadian | 11,877.14 |
| Traveling expenses (Rob) | 07/19/2012 | 07/31/2012 | Canadian | 11,877.14 |
| Traveling expenses (072012CZ) | 07/20/2012 | 07/20/2012 | Canadian | 5,562.60 |
| Consulting fee | 07/31/2012 | 07/31/2012 | Canadian | 5,000.00 |
| Traveling expenses | 08/07/2012 | 08/31/2012 | Canadian | 2,850.29 |
| Consulting fee | 08/31/2012 | 08/31/2012 | Canadian | 5,000.00 |
| Traveling expenses (110712ZY) | 09/07/2012 | 09/30/2012 | Canadian | 5,440.44 |
| Consulting fee | 09/30/2012 | 09/30/2012 | Canadian | 5,000.00 |
| Traveling expenses (100212ZD) | 10/02/2012 | 10/31/2012 | Canadian | 2,156.63 |
| Traveling expenses (100212ZD-2) | 10/02/2012 | 10/31/2012 | Canadian | 3,679.96 |
| Consulting fee | 10/31/2012 | 10/31/2012 | Canadian | 5,000.00 |
| Consulting fee | 11/30/2012 | 11/30/2012 | Canadian | 5,000.00 |
| Consulting fee | 12/31/2012 | 12/31/2012 | Canadian | 5,000.00 |
| Consulting fee | 01/31/2013 | 01/31/2013 | Canadian | 5,000.00 |
| Consulting fee | 02/28/2013 | 02/28/2013 | Canadian | 5,000.00 |
| Consulting fee | 03/31/2013 | 03/31/2013 | Canadian | 5,000.00 |
| Consulting fee | 04/30/2013 | 04/30/2013 | Canadian | 5,000.00 |
| Consulting fee | 05/23/2013 | 05/31/2013 | Canadian | 3,710.00 |
| Canadian | 193,874.48 | |||
| Fx at June 30, 2021 | 0.8068 | |||
| USD | 156,417.93 |
| Expenses (2nd qtr.) | 06/30/2011 | 06/30/2011 | USD | 19,024.21 |
| Expenses (3rd. qtr.) | 09/30/2011 | 09/30/2011 | USD | 8,026.79 |
| Expenses (4th qtr.) | 12/31/2011 | 12/31/2011 | USD | 10,551.18 |
| Debt assignment (Haafiz) | 01/01/2012 | 01/31/2012 | USD | (37,602.18) |
| Expenses (1st qtr.) | 03/21/2012 | 03/31/2012 | USD | 7,652.17 |
| Expenses (2nd qtr.) | 06/30/2012 | 06/30/2012 | USD | 2,749.46 |
| Hotel expenses (Senatus) | 08/16/2012 | 08/31/2012 | USD | 928.48 |
| Hotel expenses (Senatus) | 08/25/2012 | 08/31/2012 | USD | 470.63 |
| Hotel expenses (Senatus) | 08/30/2012 | 08/31/2012 | USD | 480,86 |
| Debt assignment (Zahir) | 12/31/2016 | 12/31/2016 | USD | 37,602.18 |
| USD | 49,883.73 | |||
| Total | 206,301.71 |
WHEREAS, the Creditor has determined to forgive the outstanding Debt in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Creditor hereby waives, forgives, and cancels all obligations owed by the Company to the Creditor that constitute the Debt as of June 30, 2021.
2. The Parties hereby represent and warrant to each other that this Agreement is a valid and binding obligation on each of the Parties. Furthermore, Creditor represents to Company that it has not transferred, assigned, or otherwise conveyed or alienated any of Creditor’s right, title, or interest in or to the Debt prior to entering into this Agreement.
3. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.
4. The Parties shall execute and deliver, or cause to be executed and delivered, any and all such other instruments and shall take all actions as may be necessary to effect the transaction contemplated by this Agreement.
5. This Agreement shall be construed, and the rights and obligations of the Parties under this Agreement shall be determined, in accordance with the internal laws of the State of Utah, without application of any state’s conflict of law principles.
6. Each part of this Agreement is intended to be severable. Should any term, covenant, condition, or provision of this Agreement prove to be unlawful, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect and shall remain binding upon the Parties.
7. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes any and all prior agreements, representations, and understandings of the Parties, written or oral. The terms of this Agreement shall not be modified or amended except by subsequent written agreement of the Parties. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, when taken together, shall constitute one and the same instrument.
[SIGNATURES ON THE FOLLOWING PAGE]
| 1 |
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written.
Arvana Inc. (“Company”)
/s/ Ruairidh Campbell
Name: Ruairidh Campbell
Title: President
Date: June 30, 2021
Zahir Dhanani (“Creditor”)
/s/ Zahir Dhanani
Name: Zahir Dhanani
Date: June 30, 2021
| 2 |
DEBT FORGIVENESS AGREEMENT
This DEBT FORGIVENESS AGREEMENT (“Agreement”) is made effective as of June 30, 2021, by and between Arvana Inc. (“Company”) and Topkapi International Investments Corp. (“Creditor” and together with the Company, the “Parties”).
WHEREAS, the Company owes Creditor certain payables, originally due to a former officer and director of the Company, Zahir Zhanani, for services rendered, and amounts expended in his official capacity, on behalf of the Company, that were assigned to Creditor as of January 1, 2012, in the aggregate amount of one hundred and sixty three thousand five hundred eighty six USD dollars and thirty cents (USD$163,586.30) as of the effective date of this Agreement (‘Debt”) comprised as follows:
| Payables | Date Incurred | Date Recorded | Currency | Total | ||||||
| Consulting fee | 06/30/2010 | 06/30/2010 | CANADIAN | 4,668.86 | ||||||
| Consulting fee | 08/31/2010 | 08/31/2010 | CANADIAN | 5,000.00 | ||||||
| Consulting fee | 09/30/2010 | 09/30/2010 | CANADIAN | 5,000.00 | ||||||
| Traveling expenses (China) | 10/01/2010 | 10/01/2010 | CANADIAN | 1,054.17 | ||||||
| Consulting Fee | 10/31/2010 | 10/31/2010 | CANADIAN | 5,000.00 | ||||||
| Consulting Fee | 11/30/2010 | 11/30/2010 | CANADIAN | 5,000.00 | ||||||
| Consulting Fee | 12/31/2010 | 12/31/2010 | CANADIAN | 5,000.00 | ||||||
| Traveling expenses | 12/31/2010 | 12/31/2010 | CANADIAN | 678.41 | ||||||
| Consulting fee | 01/31/2011 | 01/31/2011 | CANADIAN | 5,000.00 | ||||||
| Consulting fee | 02/28/2011 | 02/28/2011 | CANADIAN | 5,000.00 | ||||||
| Traveling expenses (031611ZD) | 03/16/2011 | 03/16/2011 | CANADIAN | 14,668.48 | ||||||
| Consulting fee | 03/31/2011 | 03/31/2011 | CANADIAN | 5,000.00 | ||||||
| Traveling expenses | 03/31/2011 | 03/31/2011 | CANADIAN | 691.55 | ||||||
| Traveling expenses (090810ZD) | 03/31/2011 | 03/31/2011 | CANADIAN | 1,278.45 | ||||||
| Traveling expenses (042311ZD) | 04/13/2011 | 04/13/2011 | CANADIAN | 8,312.08 | ||||||
| Consulting fee | 04/30/2011 | 04/30/2011 | CANADIAN | 5,000.00 | ||||||
| Traveling expenses (050611ZD) | 05/06/2011 | 05/06/2011 | CANADIAN | 8,458.66 | ||||||
| Traveling expenses (051211ZD) | 05/12/2011 | 05/12/2011 | CANADIAN | 9,632.20 | ||||||
| Consulting fee | 05/31/2011 | 05/31/2011 | CANADIAN | 5,000.00 | ||||||
| Traveling expenses (061311ZD) | 06/13/2011 | 06/13/2011 | CANADIAN | 9,688.50 | ||||||
| Consulting fee | 06/30/2011 | 06/30/2011 | CANADIAN | 5,000.00 | ||||||
| Traveling expenses (060811ZD) | 07/01/2011 | 07/01/2011 | CANADIAN | 9,789.31 | ||||||
| Traveling expenses (061311 ZD) | 07/01/2011 | 07/01/2011 | CANADIAN | 9,898.50 | ||||||
| Traveling expenses (062411JK) | 07/01/2011 | 07/01/2011 | CANADIAN | 1,958.52 | ||||||
| Traveling expenses (072711ZD) | 07/27/2011 | 07/27/2011 | CANADIAN | 16,515.89 | ||||||
| Consulting fee | 07/31/2011 | 07/31/2011 | CANADIAN | 5,000.00 | ||||||
| Traveling expenses | 07/31/2011 | 07/31/2011 | CANADIAN | 610.21 | ||||||
| Consulting fee | 08/31/2011 | 08/31/2011 | CANADIAN | 5,000.00 | ||||||
| Consulting fee | 09/30/2011 | 09/30/2011 | CANADIAN | 5,000.00 | ||||||
| Consulting fee | 10/31/2011 | 10/31/2011 | CANADIAN | 5,000.00 | ||||||
| Traveling expenses (GT-111511ZD) | 11/15/2011 | 11/15/2011 | CANADIAN | 10,229.87 | ||||||
| Traveling expenses (GT-111711ZD) | 11/17/2011 | 11/17/2011 | CANADIAN | 9,625.76 | ||||||
| Consulting fee | 11/30/2011 | 11/30/2011 | CANADIAN | 5,000.00 | ||||||
| Consulting fee | 12/31/2011 | 12/31/2011 | CANADIAN | 5,000.00 | ||||||
| CANADIAN | 202,759.42 | |||||||||
| Fx at June. 30, 2021 | 0.8068 | |||||||||
| Total | USD | 163,586.30 | ||||||||
WHEREAS, the Creditor has determined to forgive the outstanding Debt in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Creditor hereby waives, forgives, and cancels all obligations owed by the Company to the Creditor that constitute the Debt as of June 30, 2021.
2. The Parties hereby represent and warrant to each other that this Agreement is a valid and binding obligation on each of the Parties. Furthermore, Creditor represents to Company that it has not transferred, assigned, or otherwise conveyed or alienated any of Creditor’s right, title, or interest in or to the Debt prior to entering into this Agreement.
3. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.
4. The Parties shall execute and deliver, or cause to be executed and delivered, any and all such other instruments and shall take all actions as may be necessary to effect the transaction contemplated by this Agreement.
5. This Agreement shall be construed, and the rights and obligations of the Parties under this Agreement shall be determined, in accordance with the internal laws of the State of Utah, without application of any state’s conflict of law principles.
6. Each part of this Agreement is intended to be severable. Should any term, covenant, condition, or provision of this Agreement prove to be unlawful, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect and shall remain binding upon the Parties.
7. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes any and all prior agreements, representations, and understandings of the Parties, written or oral. The terms of this Agreement shall not be modified or amended except by subsequent written agreement of the Parties. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, when taken together, shall constitute one and the same instrument.
[SIGNATURES ON THE FOLLOWING PAGE]
| 1 |
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written.
Arvana Inc. (“Company”)
/s/ Ruairidh Campbell
Name: Ruairidh Campbell
Title: President
Date: June 30, 2021
Topkapi International Investments Corp. (“Creditor”)
/s/ Zahir Dhanani
Name: Zahir Dhanani
Title: CEO
Date: June 30, 2021
| 2 |