Item 1.01 Entry Into a Material Definitive Agreement

On August 26, 2022, Highwater Ethanol, LLC, ("Highwater") and RPMG, Inc. ("RPMG") entered into a Distillers Grains Marketing Agreement (the "Agreement") pursuant to which RPMG agrees to purchase and market all of the distillers grains produced at the plant. Highwater is an equity owner of RPMG, LLC, the parent company of RPMG. RPMG is expected to begin marketing Highwater's distillers grains on January 1, 2023.

Following an initial term, the Agreement will be automatically extended for additional terms unless either party gives proper notice of non-extension as set forth in the Agreement. Highwater may immediately terminate the Agreement upon written notice to RPMG if RPMG fails on 3 separate occasions within any 12-month period to purchase or market distillers grains under circumstances where such breach or failure is not excused. RPMG may immediately terminate the Agreement upon written notice if the variance of Highwater's actual distillers grains inventory when compared to monthly production and inventory estimates exceeds certain threshold amounts.

Highwater will pay RPMG a fee to market distillers grains to third party end purchasers. Highwater will also reimburse RPMG for certain charges paid to third parties which may be deducted by RPMG from payments owed to Highwater from the sale of distillers grains. RPMG agrees to market the distillers grains using commercially reasonable efforts and endeavor to maximize price and minimize freight and other costs but does not guarantee the price that will be obtained from the sale. Highwater agrees that the distillers grains will conform to certain specifications.

Item 1.02 Termination of a Material Definitive Agreement

On August 26, 2022, Highwater gave written notice of its election to terminate the Distiller's Grain Marketing Agreement with CHS, Inc. (the "CHS Agreement"). Pursuant to the terms of the CHS Agreement, CHS purchased all of the distillers grains produced at the plant. The CHS Agreement can be terminated by either party upon not less than 120 days written notice. The termination of the CHS Agreement becomes effective on January 1, 2023.

Item 9.01 Financial Statements and Exhibits



(a)None.

(b)None.

(c)None.

(d)Exhibits.


Exhibit No.      Description

99.1 Distillers Grains Marketing Agreement between RPMG and Highwater, dated August 26, 2022** 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

**Confidential information redacted.

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