WaterVault America, Inc. entered into definitive agreement to acquire a 94.7% stake in Huerfano-Cucharas Irrigation Company from Two Rivers Water & Farming Company (OTCPK:TURV) on February 27, 2020. The consideration includes $0.5 million of cash, issuing a $1 million line of credit, 6 million shares of common stock and $59 million of Series A preferred stock in WaterVault. WaterVault will assume the related $9.5 million debt from Two Rivers and is responsible for securing an estimated $40 million financing for future Cucharas Dam construction obligations. Two Rivers owns 5,062 shares of Huerfano-Cucharas Irrigation Company (“HCIC”) and owns Cucharas Dam. According to transaction, WaterVault will also acquire water rights of Cucharas Valley No. 05 Dam and Reservoir (“Cucharas Dam”) which is included in acquisition of HCIC Holdings, LLC. The agreement can be terminated under certain circumstances. The Board of Two Rivers approved the agreement with an unanimous vote. The transaction is subject to all consents of any governmental entity required being obtained, consummation of satisfactory due diligence, representation and warranties of parties being true and correct in all respects and others. The closing is expected occur on or before April 30, 2020.