Two Rivers Water & Farming Company (OTCPK:TURV) announced that it has entered into an agreement for a private placement of a convertible note for a principal amount of $575,000 at a price of $517,500 for gross proceeds of $517,500 on September 19, 2019. The transaction will include participation from Labrys Fund, LP, a fund managed by The EquiLux Group, LP. The note bears a fixed interest rate of 10% per annum and will mature on March 19, 2020. The note will be convertible into common shares of the company at a variable price equal to the lower of 70% multiplied by the 10-day trailing market price of the company's common shares or $0.30 per share. The note is issued at a discount of $57,500. The note will be redeemable and subject to a hold period. the note will be pre-payable at any time during the period beginning on the issue date and ending on the date which is 180 calendar days following the issue date, the borrower shall have the light, exercisable on not less than 3 trading days prior written notice to the holder of the note, to prepay the outstanding note in full by making a payment to the holder of an amount in cash equal to the sum of: [i] the then outstanding principal amount of this note plus [ii] accrued and unpaid interest on the unpaid principal amount of this note plus [iii] default interest if any in accordance with article III plus [iv] any additional principal plus [v]at the holders’ option any amounts owed to the holder pursuant to any other provision of this note, plus [vi] $750 to reimburse holder for the fees associated with the returnable shares.