Two Rivers Water & Farming Co. entered into a letter of intent to purchase the entire assets of UST Mexico Inc., doing business as Cannasmoke, and its subsidiaries Hempacco Co. Inc. and US Tobacco de Mexico SA de CV.

Cannasmoke is expected to receive 15.0 million newly issued Two Rivers common shares, exchanged based on Two Rivers' per-share value at $1.00 with a $20 million enterprise valuation.

The Colorado-based owner of land and water assets said the acquisition should allow it to distribute products from its internal farm operations.

Cannasmoke manufactures and distributes hemp-based and tobacco smokable products, while Hempacco is a Southern California-based manufacturer of filtered combustible hemp smokable products.