ProGreen US Inc. (fka PGUS)

[Davis_Elite]

Huge Progress Deeds Signed and Debt Reduction


http://www.marketwired.com/press-release/progreen-negotiates-buyback-of-preferred-shares-otcqb-pgus-2203928.htm

http://www.marketwired.com/press-release/progreen-pays-off-convertible-note-in-cash-otcqb-pgus-2203715.htm

http://www.marketwired.com/press-release/progreen-announces-transfer-of-deed-and-acquisition-terms-for-oceanfront-land-otcqb-pgus-2203559.htm


www.progreenus.com

OUR GOALS [Stated February 23, 2017]
ACRES OF PRODUCE GROWING OPERATIONS:
2017 - 100 acres
2018 - 400 Acres
Increase of 300% from 2017
2019 - 800 Acres
100% growth, up 700% from 2017
2020 - 1200 Acres
50% growth, up 1100% from 2017 1100%

CEO stated on CC that debt WILL NOT CONVERT will be paid off in cash Hoppel note and AMREFA.

We have set some goals, which at this time include only individual lots, and is as follows
SALES / RESERVATIONS:
2017 - 25 lots
2018 - 75 lots
2019 - 150 lots
2020 - 300 lots

- Valuations ranging from 0.12 to 0.31 (pps) in recent posts by DD-contributing board members. All valuations consider only ~1/3 of land currently under control for agricultural use. No value assigned to remaining 2/3 of this land which will likely contribute much more value at some point in the future.

- PLUS: cases shown in contributed DD for current and pending projects potentially leading to a $1 PPS valuation in the foreseeable future - possibly even within this calendar year. Additionally, blue sky potential for $2 PPS valuation if Contel (JV partner) growing operation is able to scale up rapidly enough to utilize up to 3,000-4,000 acres of additional land within 3 years.

Supply vs Demand - PGUS is still greatly undervalued, the free float is shrinking, and the great majority of what is left is being bought and held tight.

OTCQB Listed - As of 9/15/16

Share Structure and Ownership...
- A/S = 950m - REDUCTION BY 37% as of 11-07-16
- O/S = 349M
- Restricted = 103M
- CEO = 22.1M - Recent purchases, latest Form 4 filed 2/10/17
- Free Float = 224M - REDUCED, from recent CEO purchases
- CEO & Control Shareholders assumed debt and subscribed to preferred shares to inject funds, totalling ~$1M investment in February 2016.
- CEO is accumulating shares, buying up the float, purchased over 22M shares on open market in 2016-2017 - free float is shrinking.
- Free Float is being held tight and getting tighter: Many long investors holding strong positions, new long investors starting and building strong positions.

Upcoming events and status of recent business activities!!

ProGreen CEO Provides a Second $250,000 Bridge Financing to the CompanyBLOOMFIELD, MI - (NewMediaWire) - February 22, 2017 - ProGreen US, Inc. (ProGreen), (OTCQB: PGUS), www.ProGreenUS.com, @ProGreenUS, is a U.S. company engaged primarily with investments in agricultural and real estate projects in Baja California, Mexico, both through its joint venture partnership with Inmobiliaria Contel S.R.L.C.V. (Contel) and through its majority-owned Mexican subsidiary Procon Baja JV (Procon). ProGreen has signed a 5% Promissory Note with the company's CEO, Jan Telander, for a second credit line of up to $250,000.

[color=redThe Cielo Mar Plan[/color]
GATED COMMUNITY, WITH ON-SITE SECURITY AND SECURITY CAMERAS THROUGHOUT THE DEVELOPMENT, MONITORED 24/7
TOTAL GREEN DEVELOPMENT
SOLAR POWER ONLY WITHOUT HOOKUP TO GRID
NOW STARTING WORKING ON MASTER PLAN – TOPOGRAPHIC PLAN
CHANGING LAND PERMISSION FROM RUSTIC TO DEVELOPMENT

We see the community, Cielo Mar, likely including:
7,000 SFR Lots
Several Condo developments with estimated 3,000 Units
Several Hotels with estimated 3,000 rooms total
A Marina for leisure Craft – Escalera Nautica
3 Golf Courses
Sport and Tennis Centers
Bike- Hiking- and Walking Trails
Green Areas and Parks
Museum
Equestrian Center
Beach Club
Commercial Center
Fiber optics for high speed internet- Carlos Slim installed line north to south along the transpeninsular highway
Water reservoirs
Sewage Plants

We are planning to start taking reservations for individual lots for the first phase even before the master plan is completed as there is already demand.

We will be offering initial buyers very favorable pricing as they will in effect be partners.

Details will be presented in the Cielo Mar website due to be launched soon

As far as the condos,hotels and golf courses, marina etc, we intend to attract outside property investors and developers

With the commercial properties, we have various alternatives but the most likely is to lease the properties and create residual income

Sale of individual SF lots, there will be:

A- lots, B-lots, C-lots, with A-lots starting at the oceanfront pricing will vary with front line lots at a premium

We will do a first phase of 50-100 lots which will serve as reference for the rest of the development

Here we will also offer very attractive deals for people that will build early

We intend to market Cielo Mar very aggressively

ProGreen's Subsidiary Procon Acquires 5,100 Acres of Ocean Front Land in Baja
ProGreenUS is pleased to announce that our subsidiary, Procon Baja JV (Procon), has entered into a definitive purchase agreement for an ocean front tract of land situated near the town of El Rosario in Baja California. The land gently slopes towards the Pacific Ocean and covers a total area of 2,056 ha (5,100 acres) with 7,5 km (4.7 miles) of ocean front.
The land area is 233 ha (580 acres) larger than what was initially communicated on the company's website on December 21, 2016, as the land has been extended with a further 1.1 km (0.7 miles) oceanfront that initially was not included.
The architects will start working on a master plan, as soon as the land survey, currently in progress, has been completed, and an up to date plan of the land has been drawn.
We are presently in the process of building the management team for this development. Details on the members of this team will be published during the month of February. We will also initiate discussions with development partners once the initial development plans have been completed.
During February, we will also be launching a development website, where the public will be able to follow the progress of this planned community, from the very start.
"This real estate project will transform the future of ProGreen's involvement in Baja California. Having been a property developer for most of my life, I want to express that this development is the most exciting project that I have ever been involved with," said Jan Telander, President and CEO.

$5 Million Equity Line Declared Effective
(February 1, 2017)-The registration statement for the Equity Line financing with Tangiers, as announced on June 28, 2016, was declared effective today by the Securities & Exchange Commission (SEC). The Company has the option as to whether to use this financing, which would only be accessed when favorable for the Company and its stockholders.
Company Tweet:The company has no intention to draw on the Equity Line at levels anywhere near the present share price.

Contel Signs Million Dollar Produce Agreement
ProGreenUS, is pleased to announce that the company's JV partner in Baja California, Mexico, Inmobiliaria Contel (CONTEL), signed an agreement with a major exporter of produce to the US. CONTEL will be growing red chilies on a 40 ha (100 acres) portion of the of the farmable 60 ha (150 acres) of the first tract of land under the JV with PROGREEN that was reported on previously. The buyer has committed $48,000 as up-front payment to secure the agreement.
The farming under this agreement, which is priced in US dollars, is estimated to yield 3,000-3,600 tons of produce with a value of $1.1 - 1.3 million and an estimated net margin of 55-60%. The JV agreement provides for 50/50 split of profits between PROGREEN and CONTEL. However, PROGREEN will first recover all of its investment in the operation prior to profits being distributed.
The produce will be harvested in 2-3 cuts, with the first expected for late June, and delivery will be to the buyer's packing plant in Ensenada, B.C.
CONTEL has intentionally chosen to limit this agreement to 40 ha giving the option to diversify production. The buyer has however announced serious interest in increasing the scope of future agreements for production of chilies to 100 ha (250 acres), to be able to meet demand.
"This is a big first step for CONTEL and PROGREEN under the JV partnership, as it solidifies an agreement with a major player as a first buyer. It also shows, in real terms, the enormous financial advantage, growing produce has to leasing the land, which would have resulted in an income of some $120,000/year for the whole land," says Jan Telander, President and CEO.

ProGreen Gets Further Funding From the CEO
BLOOMFIELD HILLS, MI--(Marketwired - Nov 22, 2016) - ProGreen US, Inc. (ProGreen), (OTCQB: PGUS), www.progreenus.com, has signed a 5% Promissory Note with the company's CEO, Jan Telander, for a credit line of up to $250,000. The Note is non-convertible and will be repaid within one year. As further incentive, up to 2,500,000 warrants with an exercise price of $0.05, will be issued as advances under the credit line are made.
This credit line provides a most favorable financing arrangement for ProGreen as we continue to execute our business plan, and until a later time that we would see it as an appropriate point to draw from the equity line financing under review by the SEC (see our current report on Form 8-K filing, June 27, 2016).
"My confidence in our business plan and strategy, and my commitment to the success of ProGreen, are my reasons for personally securing this bridge financing," says Jan Telander, President & CEO.

2Q 10-Q filed 12/20 - Clean balance sheet: slight increase in assets and profound decrease in liabilities; assets reflect sales of Michigan properties, Baja investment receivables; verified: share structure, assets, debt elimination! Good showing for new OTCQB investors.

1st Baja land tract
Contel has now established a channel to the US market that allows them to grow fresh produce directly for US importers. Leasing land for agricultural use can be very lucrative, but growing produce on the land offers significantly higher returns. We did not expect Contel to gain access to this point of operations so soon; however, this opportunity has been presented by 2 buyers with immediate demand.

Due to a new opportunity
Contel is preparing operations for January seeding on the farmable 150-acre portion of the first tract of land, and the first harvest is expected for May/June 2017. Initially, a generator will provide the power needed for direct irrigation. Solar power will later replace the generator, and drip irrigation will be connected to a gravity reservoir, making the farm totally “green.” This will be the Flagship property in Baja with an abundance of water, and Solar powered water pumps making it completely green.
ProGreen controls an abundance of land with the options to increase the growing operation, leasing land, partnering with other growers, etc.
Leases $800-$1200 per acre per year
Growing on the land $3000-$8000 per acre per cycle varies by type of produce
This development is a great step forward, creating new and varied opportunities to accelerate growth.

Company blog updates

Oceanfront Land Purchase Details
02/03/17ProGreen and our JV partner, Contel, through our subsidiary Procon Baja JV (51% ProGreen US, 49% Contel) have acquired the oceanfront property as described in the 8K filing and yesterday’s press release. We have a binding, legal purchase agreement, and we now own the oceanfront land. A detailed plan of the property is being drawn at the present, which will be a part of the public deeds, to be signed within 60 days of the agreement, which is when the property will become registered in the public property registry in the name of Procon. Details of the purchase will be released thereafter.
We expect that this process should be completed by early March, but it may progress much faster. I must say that, due to the relationships that the company has developed and the resources that we’ve gained access to over the past year, our dealings in Baja have gone surprisingly smooth and generally faster than I originally expected.

01/15/2017 As mentioned earlier, the meeting with the Architect in Portland last week went very well and it is safe to say that they are almost as excited now as we are about this project. They are putting a team together including outside architects, in order to evaluate the best approach to the task of creating a Master plan for a project of this size.
The moment when we will be able to sign the definitive purchase agreement, is getting nearer as the DD is progressing better than anticipated. Early meeting already set for 01/16/2017 Monday morning, in order to go through the details that will form the basis for the documentation.

01/05/2017 We have extended the proposed land acquisition to now include approximately 4.0 M of ocean front (6,5 KM), compared to earlier announced 2.4 M.With our due diligence progressing faster than expected, we feel confident that we will be able to execute a purchase agreement this month, sooner than originally anticipated.
We are in the process of selecting a suitable US architect with whom to start working on the initial master plan.

12/21/2016 We are proud to report that we have now agreed on the general terms for the acquisition of the 4,550 acre tract spanning over 2.4 miles of ocean front land with the owner. The due diligence process will now begin which will require some investigation.

12/19/2016 We are in advanced discussions for the potential acquisition of about 4,500 acres of oceanfront land; the intention is to develop a master plan and bring investors and developers into individual real estate projects.

Recent update 9/11/16: Ensenada research shows new opportunities look good... stay tuned for possible residential real estate investments/projects in Ensenada area much sooner than originally planned.

Funding Growth & Operations…
- High quality PIPE financing to fund Baja and other projects - $5M equity line agreement: requires S-1 registration(DONE)/effect... which requires high-quality OTCQB listing status(DONE)
- Assets being monetized in Michigan
- First 300-acre land tract in Baja for growing operation
- Oceanfront land acquisition 4550 acres

Current Business & Valuation…
- PGUS is fully reporting (SEC) with audited financials
- Clean Balance Sheet! (Q2 10-Q report filed 12/20/16)
- ProGreen has gained control of large tracts of land in Baja California
- Joint Venture agreements, Contel
- Strategic business entity, ProCon with 51% majority gives ProGreen control and balance sheet assets
- Baja business agreements provide for return of all capital invested by ProGreen prior to the 50-50 distribution of profits from sales, leasing and/or land uses (e.g. growing)
- Valuations ranging from 0.12 to 0.31 in recent posts by DD-contributing board members

Long investors are looking forward to these important milestone events:
S-1 Registration filing: - DONE, S-1 FILED 8/31/16
10/26/16 Amended and reduced shares for same 5 million in financing (now based on average pps of 0.067)!!
S-1 EFFECT: when made effective, company can begin to access funding to accelerate operations: Current Baja projects plus new projects being contemplated.
S-1 EFFECTIVE:February 1, 2017,
Spoke with Jan about the 5 Million equity line and these are the responses I received
75M shares registered for total funding of $5 Million dollars, resulting in a MINIMUM average price of $0.067 -over max 36 months.
Primarily for the investment projects in Baja.
This is NOT a convertible debt instrument. With convertible note financing, issuer does not have control of timing or amount of conversion into common shares. After a convertible note becomes eligible for conversion, the holder of the note is in control of these things.
The equity line will work as a credit line with the company issuing put notices for drawdowns. The company is in control of the timing and the amount of the drawdowns, limited to maximum 10% of the market volume over the 10-day period prior to the put notice. No obligation to use the equity line, and the company can draw on the funding if/when it chooses over the 36 month period - whatever is best for the company and shareholders for building/growing the business.
They paid off the $22,000 convertible note that was issued for the legal/other fees in creating the equity line. Paid off in cash to avoid conversion to shares.