SOURCE: Two Rivers Water and Farming

September 24, 2015 10:00 ET

Two Rivers Shareholders to Earn 2,500,000 GrowCo Dividend Shares

First Greenhouse Lease Commences

DENVER, CO--(Marketwired - Sep 24, 2015) - Two Rivers Water & Farming Company (OTCQB: TURV) ("Two Rivers"), announced today that the fourth of four dividend record dates is scheduled to occur on October 1, 2015. As previously announced, Two Rivers has deposited and will dividend 10,000,000 GrowCo, Inc. ("GrowCo") shares in an irrevocable trust. The distributions, which are in installments of 2,500,000, will be distributed, when registered, to Two Rivers' common shareholders of record as of January 1, 2015, April 1, 2015, July 1, 2015 and October 1, 2015. GrowCo is a subsidiary of Two Rivers that was formed in May 2014 to construct greenhouses, processing facilities for lease to licensed marijuana growers along with auxiliary services in Colorado and expanding to other states.

The stock dividend distributions will be made when the GrowCo shares can be sold by the holders of record pursuant to an effective registration statement filed with the Securities and Exchange Commission.

GrowCo is planning to file for an initial public offering of its common stock shortly after independent lessees have demonstrated marijuana growing results at each of GrowCo's first four grow facilities. GrowCo currently is targeting that filing for the middle of 2016, subject to market and general economic conditions as well as compliance with applicable securities laws.

Construction Update

GrowCo has completed inspections of its first greenhouse and leased the property to Suncanna, LLC. Suncanna is a licensed grower of cannabis located in Pueblo County Colorado. GrowCo has entered into a non-compete agreement with Suncanna whereby the parties have agreed to expand nationally whereby GrowCo will be the developer of greenhouses and Suncanna will be the operator.

GrowCo greenhouses significantly increase yield and lower costs compared to a converted warehouse. Initially, Suncanna has set its fall prices at $950 a pound including tax, which is approximately 50% below market for high quality marijuana. Suncanna states that its production for the fall is completely sold out through its distributors.

About GrowCo

GrowCo was formed for the purpose of constructing state-of-the-art computer-controlled greenhouses for licensed marijuana growers. GrowCo is not a licensed marijuana grower or retailer. GrowCo does not "touch the plant" and only provides growing infrastructure, growing materials and consulting services for its licensed marijuana tenants.

About Two Rivers

Two Rivers is building a new water paradigm for the arid regions of the southwestern United States. Two Rivers assembles its water assets by acquiring irrigated farmland with senior water rights because 85% of water rights in the arid southwest are owned by agricultural interests. Two Rivers transforms the value of its water rights and farmland by continually developing operations that generate higher revenues and better profit margins. Two Rivers current farm operations convert feed crop farmland into fruit and vegetable crop production in Pueblo County, Colorado, which generates six times more revenue with better profit margins. 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. Two Rivers also develops Metropolitan Districts to serve underserved communities in rural areas in which Two Rivers' farmland and water rights are located.

Forward-Looking Statements

This news release contains "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, including 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. 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.

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