Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of January 15, 2021, by (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock, (ii) each director and each named executive officers and (iii) all executive officers and directors as a group. The number of shares of Common Stock beneficially owned by each person is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

The Company had 4,610,670 issued and outstanding shares of Common Stock as of the Record Date.

[TABLE ON THE FOLLOWING PAGE]

Where You Can Find More Information

The Company files its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other documents electronically with the SEC under the Exchange Act. You may obtain such reports from the SEC’s website at www.sec.gov. The Company will also make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

Delivery to Stockholders Holding Securities in Brokerage Houses

The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of Common Stock held of record.

Effective Date

The Amended Articles, approved by the Board and the Consenting Stockholders, in accordance with. Rule 14(c)-2 promulgated under the Exchange Act, will be made effective no earlier than twenty (20) days after this Information Statement is mailed to Company stockholders. We anticipate the effective date to be on or about March 1, 2021.

By Order of the Board of Directors 

/s/ Ruairidh Campbell

Ruairidh Campbell

Chief Executive Officer

February 3, 2021

Exhibit A

STOCKHOLDER ACTION WITHOUT A MEETING

January 15, 2021

ARVANA INC.

(A Nevada Corporation)

This Stockholder Action is permitted in accordance with the provisions set forth in the State of Nevada Revised Statutes (“NRS”) §78.320.2 and Article III, §13 of the amended bylaws of Arvana Inc., hereinafter referred to as the “Corporation”, which provide that any action required or permitted to be taken at an annual or special meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote, if the action is taken by the holders of the majority of the outstanding shares of each voting group entitled to vote thereon having not less than the minimum number of votes required to take such action at a meeting at which the whole voting group was present and able to vote.

NRS §78.390, Article III, §13 of the Corporation’s amended bylaws (“Bylaws”) and Schedule 14C promulgated under the Securities Act of 1934, as amended, mandate that if a written consent for stockholder action without a meeting is signed by less than the unanimous consent of all stockholders, that the Corporation must give notice of the action taken to all stockholders who were entitled to vote upon the action but who have not consented to the action.

RECORD DATE

The record date for the stockholders of the Corporation’s common stock on the action presented is January 15, 2021 (“Record Date”), as determined by the Corporation’s board of directors, hereinafter referred to as the “Board”, there being four million six hundred and ten thousand six hundred and seventy (4,610,670) shares of common stock outstanding as of the Record Date.

EFFECTIVE DATE

The effective date of the consent actions shall be the later date upon which the Corporation receives the signatures necessary to effect the actions.

BOARD RECOMMENDATION

The Board has recommended, pursuant to a unanimous consent resolution dated January 8, 2021, that stockholder action be taken to repeal, amend, restate and replace in their entirety the Corporation’s articles of incorporation, hereinafter referred to as “Articles”, filed with the Nevada Secretary of State on June 16, 1977, as amended on October 16, 1998, as further amended on August 3, 2006.

VOTE REQUIRED

NRS §78.320.2 and Article III, §13 of the Corporation’s Bylaws, mandate that the action herein contemplated requires the approval of those stockholders of common stock entitled to vote as a single class on any given action who hold a simple majority of the issued and outstanding common shares of the Corporation.

QUORUM REQUIRED

NRS §78.320.8 and Article III §8 of the Corporation’s Bylaws mandate that the holder or holders of not less than thirty-three and one-third percent (33 1/3%) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business.

PROPOSED ACTION

The Board recommends to the stockholders that action be taken to repeal, amend, restate and replace in their entirety the Corporation’s Articles as filed with the Nevada Secretary of State on June 16, 1977, as amended on October 16, 1998, as further amended on August 3, 2006, as follows:

* The existing Articles do not include Articles Seven, Eight, Eleven, Twelve or Thirteen.

** Article Fourteen (new Article 10), requires a supermajority of stockholders to effect any change. The Articles presented for stockholder approval do not include any amendment to Article Fourteen (new Article Ten) given this threshold requirement

Recommendation of the Corporaton’s Board

The Board recommends to the Corporation’s stockholders that they act to repeal, amend, restate and replace in their entirety the Articles to include “Article First”, without change or amendment, as article one (I) to preserve the name of the Corporation; amend “Article Second” as article two (II) to move the term of its existence to a new article seven (VII); amend “Article Third” as article three (III) to update the address of the Corporation’s registered office and resident agent; to include “Article Fourth”, without change or amendment, as article four (IV) in respect to its directors; to include “Article Fifth”, without change or amendment, as article five (V); to preserve the names of the original members of the Board; to amend “Article Six”, as article six (VI) to increase the Corporation’s capital stock; to add a new article seven (VII) to provide for the Corporation’s perpetual existence; to include “Article Nine”, without change or amendment, as a new article eight (VIII) to address potential conflicts of interest; to include “Article Ten”, without change or amendment, as article nine (IX) in respect to indemnification rights; and to include “Article Fourteen”, without change or amendment, as article ten (X) to continue the Corporation’s election not to be governed pursuant to specific sections of the NRS as same affect the rights of dissenters, controlling interests, and combinations with interested stockholders.

CONSENT ACTION

The stockholders holding a simple majority of the Corporation’s outstanding common stock entitled to vote on the Record Date, voting as a single class, constituting a quorum for the purposes of the action taken, do hereby vote to adopt the Amended and Restated Articles of Incorporation of Arvana Inc. (attached hereto), and to authorize the Corporation’s officers to file same as soon as is practicable with the Nevada Secretary of State in compliance with the notification requirements of FINRA, the SEC and the State of Nevada.

SIGNATURES

The consent actions set forth above were approved by those stockholders holding a majority of the voting shares of the Corporation’s common stock, voting as a single group on the Record Date, each of which has signed and dated this Stockholder Action as evidenced in the table below.

CERTIFICATE OF THE CORPORATE SECRETARY TO RECORD THE MINUTES OF THE STOCKHOLDER ACTION TAKEN BY WRITTEN CONSENT

I, Ruairidh Campbelli, do hereby certify, acting as the duly appointed corporate secretary of Arvana Inc., that the proposal described in the written consent action detailed above, to repeal, amend, restate and replace the Articles in their entirety, was approved by those stockholders entitled to act on the Record Date who hold a simple majority of the issued and outstanding shares of the Corporation’s common stock there being 4,610,670 shares of common stock entitled to vote on the Record Date of which 2,625,690 shares or 57% of those shares outstanding acted to approve the Amended and Restated Articles of Incorporation of Arvana Inc. (appended hereto) effective the date on which same are accepted for filing with the Nevada Secretary of State.

IN WITNESS WHEREOF, I have signed this certificate as of this 15^th day of January 2021.

/s/ Ruairidh Campbell

Name: Ruairidh Campbell

Title: Corporate Secretary

Exhibit B

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

ARVANA INC.

ARTICLE I

Name

The name of the Corporation is Arvana Inc.

ARTICLE II

Nature of Business

The purpose for which the Corporation is formed are:

(a) To engage in any lawful business activity from time to time authorized or approved by the Board of Directors of this Corporation;

(b) To act a principal, agent, partner or joint venture or in any other legal capacity in any transaction;

(c) To do business anywhere in the world; and

(d) To have and exercise all rights and powers from time to time granted to a corporation by law.

The above purpose clauses shall not be limited by reference to or inference from one another, but each purpose clause shall be construed as a separate statement conferring independent purposes and powers upon the Corporation.

ARTICLE III

Addresses

The name of the Corporation’s resident agent and registered address in the State of Nevada is AA Registered Agents located at 4869 Nightwood Court, Las Vegas, Nevada 89149.

The principal place of business of the Corporation is 299 South Main Street, 13^th Floor, Salt Lake City, Utah 84111.

ARTICLE IV

Directors

The Directors are hereby granted the authority to do any act on behalf of the Corporation as may be allowed by law. Any action taken in good faith, shall be deemed appropriate and in each instances where the Articles of Incorporation so authorized, such action by the Directors, shall be deemed to exist in these Articles and the authority granted by said act shall be imputed hereto without the same specifically having been enumerated herein. The Board of Directors may consist of from one (1) to nine (9) directors, as determined from time to time, by the then existing Board of Directors.

ARTICLE V

Names of First Directors and Incorporators

The names and addresses of the persons who were first appointed to act as Directors of the Corporation, who were also the incorporators of the Corporation, are:

ARTICLE VI

Authorized Capital Stock

The total authorized capital stock of the Corporation is five hundred million (500,000,000) shares of common stock, with a par value of $0.001 (“Common Stock”). All Common Stock when issued shall be deemed fully paid and non-assessable. No cumulative voting of Common Stock shall be allowed for any purpose. The capital stock of the Corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall, from time to time determine. Stockholders shall not have any preemptive right to acquire unissued shares of the capital stock of the Corporation.

ARTICLE VII

Term of Existence

The Corporation shall have a perpetual existence.

ARTICLE VIII

Common Directors

As provided by Nevada Revised Statutes(“NRS”) §78.140, without repeating the section in full here, the same is adopted and no contact or other transaction between this Corporation and any of its officers, agents or Directors shall be deemed void or voidable solely for that reason. The balance of the provision of this code section cited as it now exists, allowing such transactions, is hereby interpreted to provide the greatest latitude in its application.

ARTICLE IX

Liability of Directors and Officers

No Director Officer or Agent, to include counsel, shall be personally liable to the Corporation or its Stockholders for monetary damage for any breach or alleged breach of fiduciary or professional duty by such person acting in such capacity, It shall be presumed that in accepting the position as an Officer, Director, Agent or Counsel, said individual relied upon and acted in reliance upon the terms and protections provided for by this Article. Notwithstanding the foregoing sentences, a person specially covered by this Article, shall be liable to the extent provided by applicable law, for acts or omission which involve intentional misconduct, fraud or a knowing violation of law, or for the payment of dividends in violation of NRS §78.300.

ARTICLE X

ELECTION REGARDING NRS §78.378 - §78.3793 AND §78.411 - §78.444

The Corporation shall NOT be governed by nor shall the provisions of NRS §78.378 through and including §78.3793 and NRS §78.411 through and including §78.444 in any way whatsoever affect the management, operation or be applied in this Corporation. This Article may only be amended by a majority vote of not less than 90% of the then issued and outstanding shares of the Corporation. A quorum of outstanding shares for voting on an amendment to this article shall not be met unless 95% or more of the issued and outstanding shares are present at a properly called and noticed meeting of the stockholders. The super-majority set-forth in this Article only applies to any attempted amendment to this Article.