ProGreen US Inc. (fka PGUS)

[Davis_Elite]

FAKE news-NO NEW NOTES converting in March

I understand your frustration with the current pps, as I've been invested in ProGreen quite a bit longer than you, since it was still PGEI. Not just me, but many other longs that are not posting but just sitting back and taking advantage of the discount pricing over the past several months. Not sure how you're helping the 70M shares you say you have bought (for your "clients") by trash talking Jan/ProGreen, but I see you've been talking about how you're making some gains by flipping a few mil here and there.

But you should understand how convertibles work. There are NO NEW NOTES coming up in March. They don't convert when the loans mature, they convert after 6 months (actually, 180 days) - 12 months for non- SEC reporting companies. ProGreen reports to the SEC and is current and so note holders convert at 6 months from the funding date. Look it up.

The last convertible note ProGreen took on was Bellridge on June 14, 2018. That note was eligible for converting in December. Any action seen from dilutive market makers is whatever is left over from other notes. I repeat, there is NOTHING new coming in March. Look it up. Anyone whose traded penny stocks - and knows anything about convertible debt - will tell you the same.

Those note holders are not going to sit there and hold the notes when they can convert and sell the shares. Don't believe me, just read any one of the note agreements - they are ALL available in 8Ks or 10Qs/Ks. Here's the link for the Bellridge note: https://www.otcmarkets.com/filing/html?id=12821942&guid=ePbtUH7fqcuzrth

There may be one exception as far as note holders not selling they're shares - it seems that Tangiers converted and held a sizable position, about 75M shares. But we go back a ways with Tangiers, they've been a funding "partner" and even recently made a PP of $50k (if you read the fins, you'll know this). They could have sold since then, but I'm not so sure. If THEY are holding 75M shares, that means something.

Everything in these agreements refers back to SEC Rule 144, and you can look up Rule 144 to learn all about that the 6 months for SEC-reporting, 12 months for non-SEC reporting. Just try Google, it's easy.

From the 10Q period ended July 31, 2018:
Note 9. Financing Agreement and Convertible Debentures
During the quarter ended July 31, 2018 the Company issued three unsecured convertible notes payable in a total amount of $467,707 in cash, with original issue discounts and debt issuance costs totaling $30,878, interest rates of 12% per annum and due dates ranging from November 22, 2018 to June 14, 2019. The Holders shall have the right, in their sole and absolute discretion, at various dates to convert all or any part of the outstanding amount due under the Notes into fully paid and nonassessable shares of Common Stock. The conversion prices range from 55% to 65% multiplied by the average of the two lowest trading prices of the common stock during the 20 trading day period on two convertible notes and 15 trading day period on one convertible note, ending on the latest complete Trading Day prior to the conversion. The Company may prepay the amounts outstanding to the holders at any time up to the 180th day from issuance date.

From the 10Q period ended October 31, 2018:
Note 10. Financing Agreement and Convertible Debentures
During the six months ended October 31, 2018 the Company issued three unsecured convertible notes payable in a total amount of $467,707 (NO additional notes since the previous Q) in cash, with original issue discounts and debt issuance costs totaling $30,878, interest rates of 12% per annum and due dates ranging from November 22, 2018 to June 14, 2019. The Holders shall have the right, in their sole and absolute discretion, at various dates to convert all or any part of the outstanding amount due under the Notes into fully paid and non-assessable shares of Common Stock. The conversion prices range from 55% to 65% multiplied by the average of the two lowest trading prices of the common stock during the 20 trading day period on two convertible notes and 15 trading day period on one convertible note, ending on the latest complete Trading Day prior to the conversion. The Company may prepay the amounts outstanding to the holders at any time up to the 180th day from issuance date.

And the 10-K filed on August 14, 2018 lists all of the convertible notes up until the filing date (Aug 14), and it shows the last note was Bellridge, on June 14, 2018.

180 days after June 14 is right around December 14, 2018 give or take a couple of days.