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TFER > SEC Filings for TFER > Form 8-K on 21-May-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Unregistered Sale of Equity Secu

Item 1.01 Entry into a Material Definitive Agreement.

On May 21, 2013, we entered into a consulting agreement (the "Agreement") with Empire Relations Group Inc. ("Empire") to be effective June 1, 2013, whereby Empire will provide us with financial and public relations services for the following consideration:

(a) an immediate cash payment of $4,000;

(b) a cash payment of $4,000 payable in cash on August 30, 2013, if the Agreement is not terminated by that date;

(c) a cash payment of $5,500 payable in cash on September 29, 2013, if the Agreement is not terminated by that date;

(d) the issuance of 150,000 restricted shares of common stock; and

(e) payment of pre-approved, out of pocket expenses incurred by Empire.

The term of the Agreement is for five months subject to early termination by:

1. both parties at any time by mutual agreement;

2. either party if the other party materially breaches the Agreement; or

3. us, at any time after August 1, 2013 upon 30 days written notice.

We will issue the shares to a U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in reliance on the exemption provided for in Section 4(2) of the Securities Act of 1933, as amended.

A copy of the consulting agreement is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure under Item 1.01 of this current report on Form 8-K is responsive to this item and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Exhibit Description
10.1 Empire Relations Group Consulting Agreement dated May 21, 2013

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