DENVER, Colorado, March 30, 2020 – Two Rivers Water & Farming Company (“Two Rivers” or the “Company”) (OTCQB: TURV), a strategic company that acquires, manages and develops the infrastructure of various agricultural industries including land and water rights, today issued the following statement from the Company’s Interim Chief Executive Officer, Greg Harrington:
Dear TURV Shareholders,
In my last letter I shared with you that after taking the position of interim CEO and CFO for Two Rivers, our major focus was on an internal review of the company’s operations and expenditures, which included launching an ongoing internal audit of the Company’s contracts, commitments and obligations in place prior to my involvement.
One of our Special Projects that resulted from this initiative was a thorough investigation around the facts and circumstances surrounding certain convertible securities controlled by three or more purchasers (the “Noteholders”), that the Company held.
Our internal team and Board of Directors have recently learned that there may be certain material breaches by these Noteholders of their reporting obligations under federal securities laws. In order to make a final determination the Board requires further information, and we have engaged counsel to explore the best method to administer a formal process to ascertain compliance.
At issue are Federal Securities statutes that require transparency as to substantial beneficial owners of public companies, and issues related thereto. This beneficial ownership disclosure obligation can extend to holders of convertible securities on an “as-converted” basis, such as the Noteholders.
The reporting obligations are entirely obligations of the Noteholders, not obligations of Two Rivers. However, the Noteholders have served demands on Two Rivers to convert their notes into publicly traded shares of the Company. Issuance of the requested shares requires compliance with Federal Securities laws.
The terms of the Notes provide that the lower the trading price of the Company is at time of conversion, the more shares the Noteholders receive.
The Noteholders are asserting they are owed tens of millions of conversion shares, as a consequence of the decline in the trading price since the issuance of the Notes. Further, they allegedly claim they are entitled to receive freely trading shares that they can sell into the market.
Two Rivers has not been provided requested information by the Noteholders about the beneficial ownership of the Notes, to determine whether the conversion shares, if issued, would be properly freely trading and whether the Noteholders are beneficial owners of more than 5% or 10% of the Company on an “as-converted” basis.
Counsel for the Noteholders response to Two Rivers’ request for information did not provide the required “as- converted” beneficial ownership. Instead counsel cited its interpretation of a provision of the Notes that purports to subvert the intent of the law on beneficial ownership disclosure.
Counsel for Two Rivers provided the Noteholders’ representative(s) published guidance by the Securities and Exchange Commission (“SEC”) that we believe applies to the Notes. The preliminary conclusion is the SEC guidance applied to the Notes compels disclosure of beneficial ownership.
As previously stated, the Company’s next steps include further engaging counsel to explore the best method to administer a formal process to ascertain compliance, as well as working with the Company’s exclusive financial advisor on the fact-finding process.
If there is a determination that the Noteholders’ conversion shares already sold are not in compliance, this may implicate “short swing profit” implications of Section 16(b), which, among other remedies, requires the sellers to turn over the proceeds to the Company.
Our team is committed to a fair and transparent investigative process. The Company will disclose updated information as it is available.
About Two Rivers
Two Rivers Water & Farming Company is a vertically integrated agricultural and water rights company with over a decade of experience focused on building a portfolio of water rights and real estate in Colorado. Two Rivers is focused on expanding their agribusiness along with development and rehabilitation of its water assets. www.2RiversWater.com
This news release contains “forward-looking statements.”. Statements that are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Actual results could differ from those projected in any forward-looking statements due to numerous factors, including the inherent uncertainties associated with developing and acquiring land and water resources. There can be no assurance Two Rivers will be able to initiate and operate in accordance with its business plans. These forward-looking statements are made as of the date of this news release, and Two Rivers assumes any obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.
Two Rivers Water & Farming Company