UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) |
November 21, 2014 |
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TWO RIVERS WATER & FARMING COMPANY |
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(Exact name of registrant as specified in charter) |
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Colorado |
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(State or other jurisdiction of incorporation) |
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000-51139 |
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13-4228144 |
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(Commission File Number) |
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(IRS Employee Identification No.) |
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2000 South Colorado Blvd., Tower 1 Suite 3100, Denver, Colorado |
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80222 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant ’ s telephone number, including area code |
(303) 222-1000 |
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Not Applicable |
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(Former name or former address, if changed since last report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
/__/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
/__/Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
/__/Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
/__/Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 7 – REGULATION FD DISCLOSURE
ITEM 7.01 Regulation FD Disclosure
Press Release
The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
Two Rivers Water & Farming Company announced today it has rejected Farmland Partner, Inc. ’ s offer to purchase and lease back irrigated farmland that Two Rivers owns on the Bessemer Ditch in Pueblo County, Colorado.
The text of the press release is attached herewith as Exhibit 99.1.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.
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Exhibit No. |
Description |
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99.1 |
Press release dated November 21, 2014* |
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____________________ *Filed herewith |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TWO RIVERS WATER & FARMING COMPANY (Registrant) |
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Dated: November 21, 2014 |
By: /s/ Wayne Harding_____________ Wayne Harding, Chief Financial Officer |
EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1 |
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Press Release Issued by Two Rivers Water & Farming Company on November 21, 2014. |
EXHIBIT 99.1
Press Release Issued by Two Rivers Water & Farming Company on November 21, 2014
Two Rivers Rejects Farmland Partners ’ Bid
DENVER, Colorado – November 21, 2014 - Two Rivers Water & Farming Company (OTCQB: TURV, “ Two Rivers ” ) (www.2riverswater.com)announced today it has rejected Farmland Partner, Inc. ’ s offer to purchase and lease back irrigated farmland that Two Rivers owns on the Bessemer Ditch in Pueblo County, Colorado. On September 16, 2014, Two Rivers entered into an agreement whereby Two Rivers would sell Farmland Partners 247 acres of high yield irrigated farmland for $2,500,000. Simultaneously, Farmland Partners would lease the land back to Two River ’ s for a period of 5 years at a lease rate of 7.5% of capital invested.
After a series of proposals by Farmland Partners to amend the original agreements, the last of which came just two business days prior to the scheduled closing on November 24, 2014, Two Rivers determined it was not in their best interests to continue to work with Farmland Partners.
Two Rivers is confident they can find a suitable institutional agricultural investor who will be interested in developing a long term relationship whereby the institution purchases and leases back to Two Rivers high quality irrigated farmland for a 7.5% lease rate.
About Two Rivers:
Two Rivers assembles its water assets by acquiring irrigated farmland with senior water in the arid southwest. Two Rivers farming operations convert feed crop farmland into fruit and vegetable crop production in Pueblo County Colorado. In December 2012, Colorado legalized the personal use and cultivation of marijuana. As a result, Two Rivers is providing greenhouses and processing facilities for licensed marijuana growers in Colorado on land with water rights not used for fruit and vegetable crop production.
This news release contain "forward-looking statements," as that term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. Such factors include, among others, the inherent uncertainties associated with developing and acquiring land and water resources. There can be no assurance GrowCo will be able to initiate and operate its grow facilities in accordance with its business plans or will be able to register its securities for public resale in the time frame currently targeted or at all. These forward-looking statements are made as of the date of this news release, and neither Two Rivers nor GrowCo 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.
Contact:
John McKowen
Two Rivers Water & Farming Company(303) 222-1000info@2riverswater.com
For Breaking News Follow Two Rivers on Twitter: https://twitter.com/2riverswater