Item 1.01 Entry into a Material Definitive Agreement
On February 27, 2020, we entered into a share exchange agreement pursuant to
which we agreed to sell our controlling interest in HCIC Holdings, LLC, which
owns 5,062 shares of Huerfano-Cucharas Irrigation Company ("HCIC"), a mutual
irrigation company and owner of water infrastructure assets and infrastructure
rights in Huerfano County, Colorado, including the Cucharas Dam. The Cucharas
Dam is located 13 miles northeast of Walsenburg, Colorado on the Cucharas River,
and consists of 22 miles of potential shoreline, water rights of 31,958
acre-feet decreed, 34,404 acre-feet conditional, and 41,200 acre-feet of storage
rights.
The agreement between the companies consists of WaterVault paying Two Rivers
$500,000 cash, and issuing a $1,000,000 line of credit, 6,000,000 shares of
common stock and $58,969,000 of preferred stock in WaterVault. WaterVault will
assume the related $10,000,000 debt from Two Rivers, and is responsible for
securing an estimated $40,000,0000 financing for future Cucharas Dam
construction obligations. In January 2019, the Cucharas Dam's structure was
razed by the Colorado State Office of Engineers as a result of insufficient
capital needed to comply with reconstruction.
The closing must occur on or before April 30, 2020, unless otherwise agreed upon
by the parties. The closing is subject to various conditions. We cannot assure
you that the proposed acquisition will be completed by April 30, 2020 or at all,
or that we will achieve the intended benefits from the acquisition.
The foregoing description of the share exchange agreement is a summary and is
qualified in its entirety by the terms of the share exchange agreement, a copy
of which is being filed as Exhibit 10.1 to this report.
On April 20, 2020, we issued a press release with respect to the proposed
acquisition. The full text of the press release is furnished as Exhibit 99.1
hereto. The information contained in Exhibit 99.1 is intended to be furnished
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except as
expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Resignation of Board Members
Mr. Thomas Williams and Mr. James Kylstad notified us that they would be
resigning as members of our Board effective April 2, 2020 and April 3, 2020,
respectively. Neither Mr. Williams nor Mr. Kylstad had any disagreements with
Two Rivers.
Appointment and Election of Board Members
At a Two Rivers Water & Farming Company Board meeting on April 23, 2020, Mr.
Oscar Tapia Pereira and Mr. Ramon Chimelis were appointed by unanimous consent
to the Company's board to serve until the next annual meeting of shareholders
and Mr. Tapia Pereira and Mr. Chimelis accepted their appointments.
About Mr.Tapia Pereira., age 40:
Mr. Oscar Tapia Pereira is an Attorney at Law with more than eighteen (18) years
of practice, with emphasis in matters related with Securities Law, Regulation
and Commercial and Corporate Law. Additionally, Mr. Tapia Pereira has ten (10)
years of experience as Financial Analyst, Financial Principal and Compliance
Officer, currently acting as Principal Executive in BVAI a Registered Investment
Advisor in the Republic of Panama.
In his experience as a lawyer he served as Chief of the Legal Department of the
National Public Services Authority in the Republic of Panama, and supported
multinationals as legal consultant. Mr. Tapia Pereira is fluent in English and
Portuguese and works as consultant and investment advisor in over 15 countries
in Europe, USA, South America. Currently he is advisor to the Board of Directors
of Kraftpal Technologies in Europe.
Mr. Tapia Pereira has a Master Degree in Procedural Law with the University of
Panama, Specialization on Telecommunications Regulation with the University of
Brasilia - (UnB.), Brazil; Specialization in Corporate and Business Law with the
University of San Francisco (USF), USA; and, ISO - Internal Quality Systems
Auditor with Société Générale de Surveillance - (SGS) - Switzerland.
About Mr. Chimelis, age 54:
Mr. Ramon Chimelis has over 20 years of experience in the financial markets. He
has held fiduciary responsibilities in several startups and as vice president of
Palletkraft, N.A. During this time his responsibilities included strategic
planning, operations and financial planning.
He has successfully raised many millions in capital for green companies to
high-tech startups in the artificial intelligence space. Through hands on
experience and a strong work ethic, he has learned the nuances of bring
successful ventures to market.
Mr. Chimelis spent his early career working on wall street as an analyst for
technology offerings working at boutique firms in New York and Florida. He has
spent the last three years working within the industrial hemp markets, graphene
scientists and innovators helping to build on this new emerging platform for
material science.
Mr. Ramon Chimelis founded and serves as Principal Executive Officer and
Principal Financial Officer at Big Sky Industries II, III, VI, V and VI Inc. and
has served as their President, Secretary and Treasurer since January 2000. From
January 2000 to June 2003, he served as an Officer and Director of Design
Pallets, Inc. Mr. Chimelis served as the Chief Executive Officer, President,
Treasurer and Secretary of Coffee Exchange, Inc. from January 2000 to November
20, 2007.
From 1999 to January 2000, Mr. Chimelis was engaged in day trading through
Gunslinger Group, Inc. From 1998 to 1999, he served as a Trader at the broker
dealer firm of JOQ Financial, Inc., and from 1995 to 1998, he served as a Stock
Broker at Collner Higgins and Higgins and Anderson. Since 2003, Mr. Chimelis
continues to day trade as self-employed.
Mr. Chimelis studied Business Finance at Brevard Community College.
Item 8.01 Other Events.
Letter of Intent to Acquire Assets of UST Mexico
On August 15, 2019, Two Rivers announced that it had signed a letter of intent
(LOI) to acquire 100 percent of the assets of UST Mexico, Inc and its
subsidiaries, Hempacco Co, Inc and US Tobacco de Mexico, SA de CV. After our
internal due diligence, we have decided to not move forward with the LOI with
UST Mexico. As a result, the appointment of Sandro Piancone as executive
director of Two Rivers, was never consummated.
Item 9.01 Financial Statements and Exhibits
The following Exhibit 10.1 is filed, and the following Exhibit 99.1 is
furnished, as part of this report:
Exhibit Description
10.1 Share Exchange Agreement dated February 27, 2020, between Two Rivers
Water & Farming Company and WaterVault America, Inc.
99.1 Press release of Two Rivers Water & Farming Company dated April 20,
2020
99.2 Press release of Two Rivers Water & Farming Company dated April 27,
2020
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TWO RIVERS WATER & FARMING COMPANY 
