Rainbow Coral Corp (fka RBCC)

[236T568]

RBCC gets among worse terms Toxic Death Spiral Financing


see red below

http://ih.advfn.com/p.php?pid=nmona&article=70668832&symbol=RBCC

Investment agreement with Terra First Enterprises Inc.

On February 23, 2016, we entered into an investment agreement (the “Terra First Investment Agreement”) with Terra First Enterprises Inc., a Wyoming corporation (“Terra First”). Pursuant to the terms of the Terra First Investment Agreement, Terra First committed to purchase up to $5,000,000 of our common stock over a period of up to thirty-six (36) months. From time to time during the thirty-six (36) month period commencing with the effectiveness of the registration statement, we may deliver a put notice to Terra First which states the dollar amount that we intend to sell to Terra First on a date specified in the put notice. The purchase price per share to be paid by Terra First shall be calculated at a sixty three and seventy five hundredths percent (63.75%) discount to the lowest price of the common stock as reported by OTC Markets Group during the twenty (20) consecutive trading days immediately prior to the receipt by Terra First of the put notice. We have reserved 75,000,000 shares of our common stock for issuance under the Terra First Investment Agreement, including 1,500,000 shares included in the registration statement of which this prospectus is a part filed with the Securities and Exchange Commission (the “SEC”). We have reserved more shares reserved than are covered by this registration statement.