EX-10.05 6 ex10_05.htm EXHIBIT 10.05



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. 







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