Nevada
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98-0546715
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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x Yes o No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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x Yes o No
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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o Yes x No
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Exhibit
Number
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Description
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(3)
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Articles of Incorporation and Bylaws
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3.1
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Articles of Incorporation (Incorporated by reference to the Registration Statement on Form SB-2, previously filed with the SEC on October 3, 2007).
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3.2
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Bylaws (Incorporated by reference to the Registration Statement on Form SB-2, previously filed with the SEC on October 3, 2007).
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3.3
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Articles of Merger dated effective June 15, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 17, 2011)
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3.4
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Certificate of Change dated effective June 15, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 17, 2011)
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(10)
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Material Contracts
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10.1
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Mineral Property Option Acquisition Agreement dated June 13, 2011 with J2 Mining Ventures Ltd. (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 16, 2011)
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10.2
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Form of subscription agreement (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 24, 2011)
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10.3
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Form of warrant certificate (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on June 24, 2011)
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10.4
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Assignment of Mineral Property Option Agreement With J2 Mining and Wyomex LLC dated June 30, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 8, 2011)
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10.5
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Employment Agreement with Andrew Brodkey dated June 30 30, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 8, 2011)
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10.6
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Consulting Agreement with Kriyah Consultants, LLC dated June 30, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 8, 2011)
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10.7
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Consulting Agreement with Sage Associates, Inc. dated June 30, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 8, 2011)
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10.8
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Consulting Agreement with J2 Mining dated June 30, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 8, 2011)
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10.9
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Stock Purchase Agreement dated June 28, 2011 (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 8, 2011)
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10.10
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Option Agreement dated effective July 12, 2011 between Titan Iron Ore Corp. and Globex Mining Enterprises Inc. (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 28, 2011)
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10.11
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Retainer Agreement dated effective November 1, 2011 between Titan Iron Ore Corp. and Wolfe Axelrod Weinberger Associates LLC. (Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on November 7, 2011)
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10.12
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Form of subscription agreement (Incorporated by reference to the Current Report on Form 8-K previously filed with the SEC on January 12, 2012)
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10.13
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Form of warrant certificate (Incorporated by reference to the Current Report on Form 8-K previously filed with the SEC on January 12, 2012)
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10.14
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Asset Purchase Agreement between the Company and Wyomex (Incorporated by reference to the Current Report on Form 8-K previously filed with the SEC on April 11, 2012)
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10.15
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Note between the Company and Wyomex (Incorporated by reference to the Current Report on Form 8-K previously filed with the SEC on April 11, 2012)
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10.16
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Mortgage between the Company and Wyomex (Incorporated by reference to the Current Report on Form 8-K previously filed with the SEC on April 11, 2012)
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10.17
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Form of Stock Option Agreement (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on June 22, 2012)
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10.18
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Consulting and Professional Service Agreement dated effective September 5, 2012 between Titan Iron Ore Corp. and NuWa Group, LLC. (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on September 14, 2012)
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10.19
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Form of Securities Purchase Agreement (Equity Line of Credit) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on October 19, 2012)
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10.20
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Form of Registration Rights Agreement (Equity Line of Credit) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on October 19, 2012)
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10.21
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Form of Securities Purchase Agreement (Debenture) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on October 19, 2012)
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10.22
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Form of Debenture (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on October 19, 2012)
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10.23
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Form of Warrant (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on October 19, 2012)
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10.24
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Form of Piggyback Registration Rights Agreement (Debenture) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on October 19, 2012)
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10.25
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First Amendment to Securities Purchase Agreement dated January 9, 2013 (Equity Line of Credit) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on February 21, 2013)
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10.26
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First Amended and Restated Securities Purchase Agreement dated February 19, 2013 (Equity Line of Credit) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on February 21, 2013)
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10.27
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First Amended and Restated Registration Rights Agreement dated February 19, 2013 (Equity Line of Credit) (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on February 21, 2013)
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10.28
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Payroll Services Agreement with Kriyah Consultants, LLC dated June 30, 2011 (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 5, 2013)
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10.29
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Securities Purchase Agreement with Asher Enterprises, Inc. (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 5, 2013)
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10.30
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Convertible Note with Asher Enterprises, Inc. (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 5, 2013)
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10.31
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Securities Purchase Agreement with GCA Strategic Investment Fund Limited (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 5, 2013)
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10.32
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Convertible Note with GCA Strategic Investment Fund Limited (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 5, 2013)
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10.33
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First Amendment to the First Amended and Restated Securities Purchase Agreement with Ascendiant Capital Partners, LLC (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 5, 2013)
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10.34
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Binding Letter of Intent for the purchase of the Sunrise Mine Property dated April 15, 2013 (incorporated by reference to the current report on Form 8-K, previously filed with the SEC on April 16, 2013)
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(31)
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Rule 13a-14(a)/15d-14(a) Certification
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31.1*
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Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer
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31.2*
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Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Financial Officer
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(32)
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Section 1350 Certification
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32.1*
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Section 906 Certifications under Sarbanes-Oxley Act of 2002
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(99) | Additional Exhibits |
99.1* | Temporary Hardship Exemption |
(101)
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XBRL
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101.INS**
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XBRL INSTANCE DOCUMENT
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101.SCH**
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XBRL TAXONOMY EXTENSION SCHEMA
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101.CAL**
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XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
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101.DEF**
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XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
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101.LAB**
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XBRL TAXONOMY EXTENSION LABEL LINKBASE
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101.PRE**
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XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
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