Two Rivers Water & Farming Company Announces update from CEO on Convertible Securities - Seite 2
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