TWO RIVERS WATER & FARMING COMPANY (OTCMKTS:TURV) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01 Entry into a Material Definitive Agreement

On May 2, 2017 we borrowed $300,000 to an unsecured original
issue discount promissory note issued to a single investor. The
note has a principal amount of $330,000, which matures on October
26, 2017, and interest on the note consists solely of the $30,000
difference between the amount we received on May 2, 2017 and the
amount we must pay on October 26, 2017.

Upon an Event of Default as defined in the note, the amount of
principal (together with any collection and enforcements costs
and other fees or charges payable by us under the note) will
immediately increase by twenty percent. For purposes of the note,
an Event of Defaultmeans:

(a)our failure to pay to the noteholder any amount when and as
due under the note;

(b)our common stock is suspended or delisted for trading on the
Over the Counter Bulletin Board market;

(c)our common stock trades at or below a price of $0.01 as
reported by the OTC Markets website;

(d)we lose our status as DTC Eligible; or

(e)we become delinquent in our filing requirements with the
Securities and Exchange Commission.

The note was issued to a securities purchase agreement, to which
we also issued to the investor a warrant to purchase up to
440,000 shares of our common stock at a price of $0.70 per share.
The warrant expires on April 26, 2022.We paid an investment
banking fee of $21,000 to Wellington Shields Co. in connection
with the issuance of the note and the warrant.

The foregoing descriptions of the note and the related securities
purchase agreement and warrant are only summaries, do not purport
to be complete, and are qualified in their entirety by reference
to the the note, the securities purchase agreement and the
warrant, copies of which are filed as Exhibits 10.1, 10.2 and
10.3 to this Current Report on Form 8-K and are incorporated
herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits. The following is a complete list of exhibits filed
as part of this Report.

About TWO RIVERS WATER & FARMING COMPANY (OTCMKTS:TURV)

Two Rivers Water & Farming Company acquires and develops irrigated farmland and associated water rights and infrastructure. The Company converts irrigated farmland from traditional use to grow marginally profitable feed crops to use for growing fruit and vegetable crops. The Company’s segments include Farms and Water. The Company’s crop production consisted of cabbage, pumpkins and squash grown for human consumption, as well as feed crops, such as alfalfa, corn, oats and sorghum, planted as part of its crop rotation practice. The Company’s business model integrates irrigated farming and water distribution in a manner developed for semi-arid regions in the southwestern United States. The Company’s area of focus is the Arkansas River Basin, on the southern Front Range in Colorado.

TWO RIVERS WATER & FARMING COMPANY (OTCMKTS:TURV) Recent Trading Information

TWO RIVERS WATER & FARMING COMPANY (OTCMKTS:TURV) closed its last trading session down -0.020 at 0.360 with 93,520 shares trading hands.