UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August
26, 2014
LIBERTY STAR URANIUM & METALS CORP.
(Exact name of registrant as specified in its charter)
Nevada |
000-50071 |
90-0175540 |
(State or other |
(Commission |
(IRS Employer |
jurisdiction |
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of incorporation) |
File Number) |
Identification No.) |
5610 E. Sutler Lane, Tucson, Arizona 85712
(Address of principal executive offices and Zip Code)
Registrants telephone number, including area code
520-731-8786
N/A
(Former name or former address, if
changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 1.01 Entry into a Material Definitive Agreement.
The information provided under Item 2.03 is responsive to the
information required by this item.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On August 26, 2014, we issued a convertible promissory note to
one lender in the principal amount of $150,000 plus accrued and unpaid interest
and any other fees. The convertible promissory note is payable in full on August
26, 2015 and bears interest at the rate of 12% per annum.
We may pre-pay the principal without the holders consent, at a
cash redemption premium of 140% until December 24, 2014; and at a cash
redemption premium of 150% from December 24, 2014 to January 23, 2015. After
January 23, 2015 and up to and upon the maturity date, the cash redemption
premium is 150% of the principal amount subject to approval by the note holder.
The Holder will be entitled to convert any unpaid principal
plus accrued interest into our shares of common stock at a price per share of
45% discount to the average of the daily VWAP for the previous ten trading days
before the date of conversion.
We issued the security to one U.S. person who is an accredited
investor (as that term is defined in Rule 501 of Regulation D, promulgated by
the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and in issuing these securities to this investor we relied
on the registration exemption provided for in Rule 506 of Regulation D and/or
Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided under Item 2.03 is responsive to the
information required by this item.
Item
9.01 Financial Statements and
Exhibits
(d)
Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LIBERTY STAR URANIUM & METALS CORP.
By: /s/ James Briscoe
James Briscoe, President, CEO
and Director
Date: September 2, 2014
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE
BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE SECURITIES) HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 1933 ACT), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR
ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN
THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT
REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD,
TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
12% CONVERTIBLE NOTE
MATURITY DATE OF AUGUST 26, 2015
$150,000 AUGUST 26, 2014 *THE ISSUANCE DATE
FOR VALUE RECEIVED, Liberty Star Uranium & Metals Corp., a
Nevada Corporation (the Company) doing business in Tucson, AZ hereby promises
to pay to the order of JSJ Investments Inc., an accredited investor and Texas
Corporation, or its assigns (the Holder) the principal amount of One Hundred
and Fifty Thousand Dollars ($150,000), on demand of the Holder at any time on or
after August 26, 2015 (the Maturity Date), and to pay interest on the unpaid
principal balance hereof at the rate of Twelve Percent (12%) per annum (the
Interest Rate) from the date hereof (the Issuance Date) until the same
becomes due and payable, whether at maturity or upon acceleration or by
prepayment or otherwise; provided, that any amount of principal or
interest on this Note which is not paid when due shall bear interest at such
rate on the unpaid principal balance hereof plus Default Interest from the due
date thereof until the same is paid in full. Interest shall commence accruing on
the Issuance Date, shall be computed on the basis of a 365-day year and the
actual number of days elapsed and shall accrue daily and, after the Maturity
Date, compound quarterly.
1. |
Pre-Payments of Principal and
Interest. |
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a. |
Pre-Payment of Principal. Until the One Hundred and
Twentieth Day (120) the Company may prepay the principal at a cash
redemption premium of 140% without the Holders consent; from the
120th day to the One Hundred and Fiftieth Day (150), the
Company may pay the principal at a cash redemption premium of 150% without
the Holders consent. After the 150th day, up to and upon the
Maturity Date, this note has a cash redemption premium of 150% of the
principal amount only upon approval and acceptance by JSJ Investments Inc.
This last provision only may be exercised if the consent of the Holder is
obtained. |
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b. |
Default Interest. Any amount of principal on this Note
which is not paid when due shall bear Twelve Percent (12%) interest per
annum from the date thereof until the same is paid (Default Interest)
and the Holder, at the Holders sole discretion, may include any accrued
but unpaid Default Interest in the Conversion Amount. |
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c. |
General Payment Provisions. This Note shall be paid in
lawful money of the United States of America by check to such account as
the Holder may from time to time designate by written notice to the
Company in accordance with the provisions of this Note. Whenever any
amount expressed to be due by the terms of this Note is due on any day
which is not a Business Day (as defined below), the same shall instead be
due on the next succeeding day which is a Business Day and, in the case of
any interest payment date which is not the date on which this Note is paid
in full, the extension of the due date thereof shall not be taken into
account for purposes of determining the amount of interest due on such
date. For purposes of this Note, Business Day shall mean any day other
than a Saturday, Sunday or a day on which commercial banks in the State of
Texas are authorized or required by law or executive order to remain
closed. |
2. |
Conversion of Note. At any time prior to the Maturity
Date, or after the Maturity Date, the Conversion Amount of this Note shall
be convertible into shares of the Companys common stock, share (the
Common Stock), on the terms and conditions set forth in this Paragraph
2. |
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a. |
Certain Defined Terms. For purposes of this Note, the
following terms shall have the following
meanings: |
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i. |
Conversion Amount means the sum of (A) the outstanding
principal amount of this Note to be converted with respect to which this
determination is being made, (B) outstanding Interest; and (C) outstanding
Default Interest, if any, on unpaid interest and principal, if so included
at the Holders sole discretion. |
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ii. |
Conversion Price means a 45% discount to the average of
the daily VWAP prices for the previous Ten (10) trading days before the
date of conversion. |
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iii. |
Person means an individual, a limited liability
company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or agency
thereof. |
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iv. |
Shares means the Shares of common stock of the Company
into which any outstanding balance on this Note may be converted upon
submission of a Conversion Notice. |
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b. |
Holders Conversion Rights. Commencing 181 days after the
issuance and full payment of this Note, the Holder shall be entitled to
convert the Conversion Amount into fully paid Shares in accordance with
the stated Conversion Price. |
Exhibit 1
Unless otherwise agreed in writing by both
parties, at no time will the Lender convert any amount of the note into common
stock that would result in the Lender owning more than 4.99% of the common stock
outstanding.
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c. |
Fractional Shares. The Company shall not issue any
fraction of a share of Common Stock upon any conversion; if such issuance
would result in the issuance of a fraction of a share of Common Stock, the
Company shall round such fraction of a share of Common Stock up to the
nearest whole share. |
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d. |
Conversion Amount. The Conversion Amount shall be
converted pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(l)(ii) as
promulgated by the Securities and Exchange Commission under the Securities
Act of 1933, as amended, into Shares at the Conversion Price. |
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e. |
Mechanics of Conversion. The conversion of this Note
shall be conducted in the following manner: |
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i. |
Holder's Conversion
Requirements. To convert this Note into shares of Common Stock on any date 181
days or more after the Note issuance, set forth in the Conversion Notice by the
Holder (the "Conversion Date"), the Holder hereof shall transmit by email,
facsimile or otherwise deliver, for receipt on or prior to 11:59 p.m., Eastern
Time on such date or on the next business day (the "Conversion Date"), a copy of
a fully executed notice of conversion in the form attached hereto as Exhibit 1
to the Company.
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ii. |
Company's Response.
Upon receipt by the Company of a copy of a Conversion Notice, the Company shall
as soon as practicable, but in no event later than two (2) Business Days after
receipt of such Conversion Notice, send, via email, facsimile or overnight
courier, a confirmation of receipt of such Conversion Notice to such Holder
indicating that the Company will process such Conversion Notice in accordance
with the terms herein. Within three (3) Business Days after the date of the
Conversion Confirmation, the Company shall have issued and electronically
transferred the shares to the Broker indicated in the Conversion Notice; should
the Company be unable to transfer the shares electronically, it shall, within
two (2) Business Days after the date of the Conversion Confirmation, have
surrendered to FedEx for delivery the next day to the address as specified in
the Conversion Notice, a certificate, registered in the name of the Holder, for
the number of shares of Common Stock to which the Holder shall be entitled.
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iii. |
Record Holder. The
person or persons entitled to receive the shares of Common Stock issuable upon a
conversion of this Note shall be treated for all purposes as the record holder
or holders of such shares of Common Stock on the Conversion Date. |
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iv. |
Timely Response by Company. Upon receipt by Company of a
Conversion Notice, Company shall respond in a timely manner to Holder by
provision within two business days of the Shares requested in the
Conversion Notice. |
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v. |
Penalty for Delinquent Response. If Company fails to
deliver for whatever reason (including any neglect or failure by,
e.g., the Company, its counsel or the transfer agent)
to Holder the Shares as requested in a Conversion Notice and within three
business days of the receipt thereof, there shall accrue a penalty of
Additional Shares due to Holder equal to 5% of the number stated in the
Conversion Notice beginning on the Fourth business day after the date of
the Notice. The Additional Shares shall be issued and the amount of the
Note retired will not be reduced beyond that stated in the Conversion
Notice. Each additional 5 business days beyond the Fourth business day
after the date of this Notice shall accrue an additional 5% penalty for
delinquency, without any corresponding reduction in the amount due under
the Note, for so long as Company fails to provide the Shares so demanded,
to a maximum of 25% in penalties. |
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vi. |
Conversion Right Unconditional. If the Holder shall
provide a Notice of Conversion as provided herein, after 180 days from
issuance, the Company's obligations to deliver Common Stock shall be
absolute and unconditional, irrespective of any claim of setoff,
counterclaim, recoupment, or alleged breach by the Holder of any
obligation to the Company. |
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vii. |
Transfer Agent Fees and Legal Fees. The issuance of the
certificates shall be without charge or expense to the Holder. The Company
shall pay any and all Transfer Agent fees and legal fees required for
processing of any Notice of Conversion, including but not limited to the
cost of obtaining a legal opinion with regard to the
conversion. |
3. |
Other Rights of Holders: Reorganization,
Reclassification, Consolidation, Merger or Sale. Any recapitalization,
reorganization, reclassification, consolidation, merger, sale of all or
substantially all of the Company's assets to another Person or other
transaction which is effected in such a way that holders of Common Stock
are entitled to receive (either directly or upon subsequent liquidation)
stock, securities or assets with respect to or in exchange for Common
Stock is referred to herein as "Organic Change." Prior to the consummation
of any (i) Organic Change or (ii) other Organic Change following which the
Company is not a surviving entity, the Company will secure from the Person
purchasing such assets or the successor resulting from such Organic Change
(in each case, the "Acquiring Entity") a written agreement (in form and
substance reasonably satisfactory to the Holder) to deliver to Holder in
exchange for this Note, a security of the Acquiring Entity evidenced by a
written instrument substantially similar in form and substance to this
Note, and reasonably satisfactory to the Holder. Prior to the consummation
of any other Organic Change, the Company shall make appropriate provision
(in form and substance reasonably satisfactory to the Holders of a
majority of the Conversion Amount of the Notes then outstanding) to ensure
that each of the Holders will thereafter have the right to acquire and
receive in lieu of or in addition to (as the case may be) the shares of
Common Stock immediately theretofore acquirable and receivable upon the
conversion of such Holder's Note, such shares of stock, securities or
assets that would have been issued or payable in such Organic
Change with respect to or in exchange for the number of shares of Common
Stock which would have been acquirable and receivable upon the conversion
of such Holder's Note as of the date of such Organic Change (without
taking into account any limitations or restrictions on the convertibility
of the Note). All provisions of this Note must be included to the
satisfaction of Holder in any new Note created pursuant to this section. |
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4. |
Representations and Warranties of the Company. In
connection with the transactions provided for herein, the Company hereby
represents and warrants to the Holders the following. |
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a. |
Organization, Good Standing and Qualification. The
Company is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation and has all
requisite corporate power and authority to carry on its business as now
conducted. The Company is duly qualified to transact business and is in
good standing in each jurisdiction in which the failure to so qualify
would have a material adverse effect on its business or
properties. |
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b. |
Authorization. All corporate action has been taken on the
part of the Company, its officers, directors and stockholders necessary
for the authorization, execution and delivery of this Agreement. The
Company has taken all corporate action required to make all of the
obligations of the Company reflected in the provisions of this Agreement,
valid and enforceable obligations. The shares of capital stock issuable
upon conversion of the Notes have been authorized or will be authorized
prior to the issuance of such shares. |
5. |
Fiduciary Obligations. The Company hereby represents that
it intends to use the proceeds of the Notes primarily for the operations
of its business and not for any personal, family, or household purpose.
The Company hereby represents that its board of directors, in the exercise
of its fiduciary duty, has approved the execution of this Agreement based
upon a reasonable belief that the loan provided for herein is appropriate
for the Company after reasonable inquiry concerning its financial
objectives and financial situation. |
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6. |
Reservation of Shares. The Company shall at all times, so
long as any principal amount of the Note is outstanding, reserve and keep
available out of its authorized and unissued Common Stock, solely for the
purpose of effecting the conversion of the Note, such number of shares of
Common Stock as shall at all times be sufficient to effect the conversion
of all of the principal amount of the Note then outstanding. The initial
number of shares of Common Stock reserved for conversions of the Notes and
each increase in the number of shares so reserved shall be allocated pro
rata among the Holders of the Notes based on the principal and interest
amount of the Notes held by each Holder at the time of issuance of the
Notes or increase in the number of reserved shares, as the case may be. In
the event a Holder shall sell or otherwise transfer any of such Holder's
Note, each transferee shall be allocated a pro rata portion of the number
of reserved shares of Common Stock reserved for such transferor. Any
shares of Common Stock reserved and allocated to any Person which ceases
to hold any Note shall be allocated to the remaining Holders, pro rata
based on the principal amount of the Note then held by such
Holders. |
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7. |
Voting Rights. Holders of this Note shall have
no voting rights, except as required by law. |
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8. |
Reissuance of Note. In the event of a conversion or
redemption pursuant to this Note of less than all of the Conversion Amount
represented by this Note, the Company shall promptly cause to be issued
and delivered to the Holder , upon tender by the Holder of the Note
converted or redeemed, a new note of like tenor representing the remaining
principal amount of this Note which has not been so converted or redeemed
and which is in substantially the same form as this Note, as set forth
above. |
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9. |
Default and Remedies. |
a.
Event of Default. An "Event of Default" is: (i) default for ten (10) days in
payment of interest or Default Interest on this Note; (ii) default in payment of
the principal amount of this Note when due; (iii) failure by the Company for
thirty (30) days after notice to it to comply with any other material provision
of this Note; (iv) breach of any covenants, warranties, or representations by
the Company herein; (v) cessation of operations by the Company or a material
subsidiary; (vi) if the Company pursuant to or within the meaning of any
Bankruptcy Law; (A) commences a voluntary case; (B) consents to the entry of an
order for relief against it in an involuntary case; (C) consents to the
appointment of a Custodian of it or for all or substantially all of its
property; (D) makes a general assignment for the benefit of its creditors; or
(E) admits in writing that it is generally unable to pay its debts as the same
become due; or (vi) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that: (I) is for relief against the Company in an
involuntary case; (2) appoints a Custodian of the Company or for all or
substantially all of its property; or (3) orders the liquidation of the Company
or any subsidiary, and the order or decree remains unstayed and in effect for
thirty (30) days. The Term "Bankruptcy Law" means Title 11, U.S. Code, or any
similar Federal or State Law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.
b.
Remedies. If an Event of Default occurs and is continuing, the Holder of this
Note may declare all of this Note, including any interest and Default Interest
and other amounts due, to be due and payable immediately.
10. |
Vote to Change the Terms of this Note. This Note and any
provision hereof may only be amended by an instrument in writing signed by
the Company and holders of a majority of the aggregate Conversion Amount
of the Notes then outstanding. |
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11. |
Lost or Stolen Note. Upon receipt by the Company of
evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Note, and, in the case of loss, theft or destruction,
of an indemnification undertaking by the Holder to the Company in a form
reasonably acceptable to the Company and, in the case of mutilation, upon
surrender and cancellation of the Notes, the Company shall execute and
deliver a new Note of like tenor and date and in substantially the same
form as this Note; provided, however, the Company shall not be obligated
to re-issue a Note if the Holder contemporaneously requests the Company to
convert such remaining principal amount into
Shares. |
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12. |
Payment of Collection , Enforcement and Other Costs. If
after and Event of Default: (i) this Note is placed in the hands of an
attorney for collection or enforcement or is collected or enforced through
any legal proceeding; or (ii) an attorney is retained to represent the
Holder of this Note in any bankruptcy, reorganization, receivership or
other proceedings affecting creditors ' rights and involving a claim under
this Note, then the Company shall pay to the Holder all reasonable
attorneys ' fees, costs and expenses incurred in connection therewith, in
addition to all other amounts due hereunder. |
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13. |
Accredited Investor. Holder represents that it is an
"accredited investor" as that term is defined under United States
securities laws . |
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14. |
Cancellation . After all principal and accrued interest
at any time owed on this Note has been paid in full, this Note shall
automatically be deemed canceled, shall be surrendered to the Company for
cancellation and shall not be reissued. |
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15. |
Waiver of Notice. To the extent permitted by law, the
Company hereby waives demand, notice, protest and all other demands and
notices in connection with the delivery , acceptance, performance ,
default or enforcement of this Note. |
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16. |
Governing Law. This Note shall be construed and enforced
in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed
by, the laws of the State of Texas, without giving effect to provisions
thereof regarding conflict of laws. Each party hereby irrevocably submits
to the non-exclusive jurisdiction of the state and federal courts sitting
in Texas for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein ,
and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding , any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit,
action or proceeding by sending by certified mail or overnight courier a
copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any
manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT
MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT ORANY TRANSACTION CONTEMPLATED HEREBY. |
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17. |
Remedies , Characterizations, Other Obligations, Breaches
and Injunctive Relief . The remedies provided in this Note shall be
cumulative and in addition to all other remedies available under this
Note, at law or in equity (including a decree of specific performance
and/or other injunctive relief), and no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such
remedy and nothing herein shall limit a Holder's right to pursue actual
damages for any failure by the Company to comply with the terms of this
Note. The Company covenants to each Holder of Notes that there shall be no
characterization concerning this instrument other than as expressly
provided herein. Amounts set forth or provided for herein with respect to
payments, conversion and the like (and the computation thereof)
shall be the amounts to be received by the Holder thereof and shall not,
except as expressly provided herein , be subject to any other obligation
of the Company (or the performance thereof). |
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18. |
Entire Agreement. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subjects herein. None of the terms of this Agreement can be waived or
modified , except by an express agreement signed by the Parties. |
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19. |
Representations and Warranties . The Company expressly
acknowledges that the Holder, including but not limited to its officer,
directors , employees , agents, and affiliates, have not made any
representation or warranty to it outside the terms of this Agreement. The
Company further acknowledges that there have been no representations or
warranties about future financing or subsequent transactions between the
parties. |
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20. |
Notices. All notices and other communications given or
made to the Company pursuant hereto shall be in writing (including
facsimile or similar electronic transmissions ) and shall be deemed
effectively given: (i) upon personal delivery, (ii) when sent by
electronic mail or facsimile , as deemed received by the close of business
on the date sent, (iii) five (5) days after having been sent by registered
or certified mail , return receipt requested , postage prepaid or (iv) one
(1) day after deposit with a nationally recognized overnight
courier, specifying next day delivery . All communications shall be sent
either by email, or fax, or to the address specified on the signature
page. The physical address, email address, and phone number provided on
the signature page shall be considered valid pursuant to the above
stipulations; should the Company' s contact information change from that
listed on the signature page, it is incumbent on the Company to inform the
Holder. |
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21. |
Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the rest of the Agreement shall be
enforceable in accordance with its terms. |
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22. |
Usury. If it shall be found that any interest or other
amount deemed interest due hereunder violates the applicable law governing
usury , the applicable rate of interest due hereunder shall automatically
be lowered to equal the maximum rate of interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully
do so) that it will not seek to claim or take advantage of any law that
would prohibit or forgive the Company from paying all or a portion of the
principal or interest on this Note . |
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Failure or Indulgence Not Waiver. No failure or delay on
the part of this Note in the exercise of any power , right or privilege
hereunder shall operate as a waiver thereof , nor shall any single or
partial exercise of any such power , right or privilege preclude other or
further exercise thereof or of any other right, power or privilege . |
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24. |
Short Sales. For so long as any amounts remain unpaid
under this Note, the Holder shall not sell any Shares of the Company short
or take any action designed or that could reasonably be expected to cause
or result in stabilization or manipulation of the price of any of the
Company's Shares or otherwise affect the market price of the Company's
Shares. |
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25. |
Specific Shall Not Limit General ; Construction. No
specific provision contained in this Note shall limit or modify any more
general provision contained herein. This Note shall be deemed to be
jointly drafted by the Company and all Holders and shall not be construed
against any person as the drafter hereof. |
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26. |
Successors and Assigns. This Agreement shall be binding
upon successors and assigns. This Note is not assignable.
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IN WITNESS WHEREOF , the Company has caused this Note to be
signed by its CEO, on and as of the Issuance Date.
COMPANY: |
Liberty Star Uranium & Metals
Corp. |
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Signature: |
/s/ James A.
Briscoe |
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By: |
James A. Briscoe |
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Title: |
CEO |
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Address: |
5610 E. Sutler Lane |
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Tucson, Arizona, 85712 |
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Email: |
jbriscoe@libertystaruraniurn.com |
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Phone: |
520-907-9492 |
HOLDER: JSJ Investments Inc.
Signature: /s/ Sameer Hirji
Sameer Hirji, President
JSJ Investments Inc.
2665 Villa
Creek Drive, Suite 214
Dallas TX 75234
888-503-2599
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Conversion Notice
Reference is made to the Convertible Note issued by Liberty
Star Uranium & Metals Corp. (the "Note"), dated August 26, 2014 in the
principal amount of $150,000 with 12% interest. This note currently holds a
principal balance of $150,000 and accrued interest in the amount of $
__________________. The features of conversion stipulates a Conversion Price
equal to a 45% discount of the average of the three daily VWAP prices for the
previous ten (10) trading days before the date of conversion, pursuant to the
provisions of Section 2(a)(2) in the Note.
In accordance with and pursuant to the Note, the undersigned
hereby elects to convert $ of the PRINCIPAL/INTEREST balance of the Note,
indicated below into shares of Common Stock (the "Common Stock"), of the
Company, by tendering the Note specified as of the date specified below. The
undersigned represents that it is an accredited investor as that term is
defined under United States securities laws.
Date of Conversion: ________________________________
Please confirm the following information:
Conversion Amount: $ ____________________________
Conversion Price: $__________________ (________ % discount from
$______________________________ )
Number of Common Stock to be issued:
___________________________________________________________
Current Issued/Outstanding:
__________________________________________________________________
PLEASE ISSUE THE COMMON STOCK INTO WHICH THE NOTE IS BEING
CONVERTED IN THE NAME OF THE HOLDER OF THE NOTE AND TRANSFER THE SHARES
ELECTRONICALLY TO: [BROKER INFORMATION]
HOLDER AUTHORIZATION:
JSJ INVESTMENTS INC.
2665 VILLA
CREEK DRIVE, SUITE 214
DALLAS, TX 75234
888-503-2599
Tax ID: 20-2122354
3
Tax ID: 20-2122354
Sameer Hirji, President
Date:
PLEASE BE ADVISED, pursuant to Section 2(e)(2) of the Note,
"Upon receipt by the Company of a copy of the Conversion Notice, the Company
shall as soon as practicable, but in no event later than two(2) Business Day
after receipt of such Conversion Notice, SEND, VIA EMAIL, FACSIMILE OR OVERNIGHT
COURIER, A CONFIRMATION OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER
INDICATING THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE in accordance
with the terms herein. Within three (3) Business Days after the date of the
Conversion Confirmation, the Company shall have issued and electronically
transferred the shares to the Broker indicated in the Conversion Notice; should
the Company be unable to transfer the shares electronically, they shall, within
two (2) Business Days after the date of the Conversion Confirmation, have
surrendered to FedEx for delivery the next day to the address as specified in
the Conversion Notice, a certificate, registered in the name of the Holder, for
the number of shares of Common Stock to which the Holder shall be entitled."
Signature:
James Briscoe
CEO
Liberty Star Uranium & Metals
Corp.
Or
Patricia Madaris
Chief Accountant
Liberty Star Uranium
& Metals Corp.
Or
Pete O'Heeron
Board Director
Liberty Star Uranium &
Metals Corp.
Or
Gary Musil
Board Director
Liberty Star Uranium &
Metals Corp.
11
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