VetaNova : Completion of Acquisition or Disposition of Assets (Form 8-K)

Completion of Acquisition or Disposition of Assets.

On May 26, 2021 the Company issued 4,384,913 shares of its common stock, as well as warrants to purchase an additional 4,384,913 shares of its common stock, to Two Rivers Water and Farming Company in exchange for:

	●	approximately 29% of the outstanding shares of GrowCo, Inc., and
	●	membership interests in GrowCo Partners 1, LLC.

The warrants are exercisable at any time on or before September 30, 2022 at a price of $0.20 per share.

On August 17, 2021 the Company acquired:

	●	GrowCo Partners 1, LLC, the only asset of which is approximately 39 acres of land
	●	approximately 78 acres of land from GrowCo Partners 2, LLC, and
	●	approximately 39 acres of land from GrowCo, Inc.

The 165 acres of land are located in southeastern Colorado.

The Company will pay 95,000,000 shares of its common stock and $2,368,421 for GrowCo Partners 1, LLC and the land from GrowCo Partners 2, LLC and GrowCo, Inc. The shares will be issued in book entry form no later than December 31, 2021. The cash will be paid no later than December 31, 2022. The cash amount will bear interest at 6% per year from August 17, 2021 until paid.

The Company has a direct or indirect interest in the three entities listed above.

Unregistered Sale of Equity Securities.

The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance of the securities described above. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company's business and operations. There was no general solicitation in connection with the issuance of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing the securities will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.