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Published on 8/24/2011 in the Prospect News PIPE Daily.

Two Rivers Water settles $5.25 million placement of convertible debt

Company sells three-year secured notes in units along with warrants

By Devika Patel

Knoxville, Tenn., Aug. 24 - Two Rivers Water Co. said it raised $5.25 million in its most recent capital raise, which was a private placement of secured convertible debt. The company announced on Aug. 4 that the initial tranche settled for $3.5 million on Aug. 3. Boenning & Scattergood, Inc. was the agent.

The company sold units consisting of a $25,000 convertible, participatory note and warrants for 10,000 shares at $25,000 per unit.

The notes are due on June 30, 2014 and are convertible into stock at $2.50 per share.

The warrants are exercisable at $2.50 until Dec. 31, 2012.

The conversion price and strike price are an 11.11% premium to the Aug. 2 closing share price of $2.25.

Proceeds will be used for expansion of the company's water and irrigated farming portfolio in southern Colorado.

Based in Denver, Two Rivers Water operates a water acquisition, development and distribution business in Huerfano County, Colo.

Issuer:Two Rivers Water Co.
Issue:Units of a $25,000 convertible, participatory note and warrants for 10,000 shares
Amount:$5.25 million
Maturity:June 30, 2014
Conversion price:$2.50
Warrants:Warrants for 10,000 shares per unit
Warrant expiration:Dec. 31, 2012
Warrant strike price:$2.50
Agent:Boenning & Scattergood, Inc.
Settlement date:Aug. 3 (for $3.5 million), Aug. 24
Stock symbol:Pink Sheets: TURV
Stock price:$2.28 at close Aug. 3
Market capitalization:$50.96 million

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