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TFER > SEC Filings for TFER > Form 8-K on 7-Oct-2013All Recent SEC Filings

Show all filings for TITAN IRON ORE CORP. | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Financial Statements and Exhibit

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement and Convertible Note with Hanover Holdings I, LLC

The Company previously reported that on September 18, 2013, it issued a 12% Convertible Promissory Note (the "Magna Note") to Magna Group LLC ("Magna"). On October 2, 2013, we closed a securities purchase agreement (the "Hanover SPA") with Hanover Holdings, LLC ("Hanover"), an affiliate of Magna, pursuant to which we sold to Hanover a $76,500 face value, 12% Convertible Promissory Note (the "Hanover Note") with a term to September 18, 2014 (the "Maturity Date"). Interest accrues daily on the outstanding principal amount of the Note at a rate per annual equal to 12% on the basis of a 365-day year The principal amount of the note is payable on the maturity date. The note is convertible into common stock, subject to certain conversion restrictions, at any time after the issuance date, at the holder's option, at a conversion price equal to a 40% discount to the volume weighted average sales prices ("VWAP"), as reported by Bloomberg LP for the five (5) trading days prior to conversion. In the event the Company elects to prepay the Hanover Note in full or in part, the Company is required to pay principal, interest and any other amounts owing multiplied by 130%. We must not affect any conversion of the Note and Hanover does not have the right to convert the Note, to the extent that Hanover and its affiliates would beneficially own in excess of 4.99% of our outstanding common stock. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and the note becomes immediately due and payable.

The Company also previously reported that it had a $198,000 balance due and owing to GCA Strategic Investment Fund, Ltd. ("Global"), under a securities purchase agreement (the "Global SPA") and a $235,000 face value, non-interest bearing Convertible Bridge Note (the "Global Note") with a term to September 20, 2013 (the "Maturity Date"). The parties resolved this obligation by letter agreement dated September 30, 2013, (1) extending the Maturity Date of the Global Note to January 4, 2013 and waiving any defaults under the Global SPA and the Global Note, (2) modifying the Global Note to provide for a loosening of restrictions on conversion price and conversion amounts, (3) providing at the Company's expense a blanket legal opinion under Rule 144 to cover conversion of shares for Global that are not covered under the existing S-1 Registration Statement, (4) paying a $4,000 fee to Global, and (5) setting the current principal balance of the Global Note at $218,000.

We issued the Notes described herein in reliance upon the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under the Securities Act of 1933.

The full text of the forms of the Securities Purchase Agreement and the Note with Hanover, and the letter between Global and the Company amending the Global Note, are attached hereto as Exhibits 10.1 through 10.3 below.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Exhibit Description

10.1 Securities Purchase Agreement with Hanover Holdings I LLC

10.2 Convertible Note with Hanover Holdings I LLC

10.3 Letter with GCA Strategic Investment Fund Ltd.

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