Two Rivers Water & Farming Company Announces update from CEO on Convertible Securities
DENVER, Colorado, March 30, 2020 (GLOBE NEWSWIRE) -- 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.