ProGreen US, Inc. (OTCPK:PGUS) announced that it has entered into a securities purchase agreement for a private placement of a convertible note for gross proceeds of $100,000 on May 3, 2017. The transaction included participation from new investor Vista Capital Investments LLC. The note issued at discount of 9.09091% and discount of 10,000. The note carries a fixed coupon of 8% per annum and would mature on November 29, 2017. During the first six months in which the convertible note is outstanding, the company may redeem the convertible note as follows, if the redemption is within the first 90 days, then for an amount equal to 105% of the unpaid principal amount of the convertible note along with any interest that has accrued during that period, if after the 91th day, but prior to the 120th, then for an amount equal to 110% of the unpaid principal amount of the convertible note along with any accrued interest, after the 121st day, but prior to the 150th, then for an amount equal to 115% of the unpaid principal amount of the convertible note along with any accrued interest, and after the 151st day, then for an amount equal to 120% of the unpaid principal amount of the convertible note along with any accrued interest. The note is convertible into common shares of the company at a fixed conversion price of $0.035 per share after 120 days from the date of issue. Upon the occurrence of an event of default, the conversion price shall redefined equal to 65% of the lowest trade occurring the during the 25 days consecutive trading days immediately preceding the applicable conversion date. The company also issue 2,000,000 five year common share purchase warrants in the warrants. Each warrant is exercisable at $0.05 per share for a period of five years. The note is not secured. The company issued the securities pursuant to exemption provided under Regulation D.