UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2015
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 000-50071
LIBERTY STAR URANIUM & METALS
CORP.
(Exact name of registrant as specified in its
charter)
Nevada |
90-0175540 |
(State or other jurisdiction of incorporation or
organization) |
(IRS Employer Identification No.)
|
5610 E Sutler Lane, Tucson, Arizona 85712
(Address of principal executive offices)
520.731.8786
(Registrants telephone
number, including area code)
Not Applicable
(Former name, former
address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding12 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.
Yes [X] No
[ ]
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)
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
(Check one):
Large accelerated filer [ ] |
Accelerated
filer [ ] |
Non-accelerated filer [ ] |
Smaller reporting company [X]
|
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes [
] No [ X ]
The number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date: 1,179,474,020 as of
June 18, 2015.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
may, should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology.
These statements are only predictions and involve known and
unknown risks, uncertainties and other factors that may cause our or our
industrys actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States
we do not intend to update any of the forward-looking statements to conform
these statements to actual results.
Our condensed consolidated financial statements are stated in
United States Dollars (US$) and are prepared in conformity with accounting
principles generally accepted in the United States of America (GAAP) for
interim financial statements. The following discussion should be read in
conjunction with our condensed consolidated financial statements and the related
notes that appear elsewhere in this quarterly report. As used in this quarterly
report, the terms we, us, the Company, and Liberty Star mean Liberty
Star Uranium & Metals Corp. and our subsidiaries, Big Chunk Corp. and Hay
Mountain Super Project, LLC, unless otherwise indicated. All dollar amounts
refer to U.S. dollars unless otherwise indicated.
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
LIBERTY STAR URANIUM & METALS CORP.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
|
April 30, |
|
|
January 31, |
|
|
|
2015 |
|
|
2015 |
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current: |
|
|
|
|
|
|
Cash and cash equivalents |
$ |
16,706 |
|
$ |
53,517 |
|
Advances |
|
1,152 |
|
|
1,052 |
|
Prepaid expenses |
|
81,250 |
|
|
88,288 |
|
Total current assets
|
|
99,108 |
|
|
142,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
26,040 |
|
|
32,338 |
|
Total assets |
$ |
125,148 |
|
$ |
175,195 |
|
|
|
|
|
|
|
|
Liabilities and Stockholders'
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current: |
|
|
|
|
|
|
Current portion of long-term debt |
$ |
5,227 |
|
$ |
6,149 |
|
Convertible promissory
note, net of debt discount of $92,953 and |
|
|
|
|
|
|
$41,928 |
|
82,116 |
|
|
516,018 |
|
Accounts payable and
accrued liabilities |
|
264,097 |
|
|
250,932 |
|
Accrued wages to related parties |
|
420,984 |
|
|
404,992 |
|
Derivative liability
|
|
161,512 |
|
|
216,705 |
|
Total current liabilities |
|
933,936 |
|
|
1,394,796 |
|
|
|
|
|
|
|
|
Long-term: |
|
|
|
|
|
|
Long-term debt, net of
current portion |
|
- |
|
|
561 |
|
Long-term convertible note payable |
|
162,649 |
|
|
106,697 |
|
Total long-term
liabilities |
|
162,649 |
|
|
107,258 |
|
|
|
|
|
|
|
|
Total liabilities |
|
1,096,585 |
|
|
1,502,054 |
|
|
|
|
|
|
|
|
Stockholders' deficit |
|
|
|
|
|
|
Common stock - $.00001 par value;
1,250,000,000 shares authorized;
1,065,668,168 and 920,001,430 shares issued and outstanding |
|
10,657 |
|
|
9,200 |
|
Stock subscription
receivable |
|
(65,673 |
) |
|
(55,673 |
) |
Additional paid-in capital |
|
50,702,891 |
|
|
49,798,278 |
|
Accumulated deficit |
|
(51,619,312 |
) |
|
(51,078,664 |
) |
Total stockholders' deficit |
|
(971,437 |
) |
|
(1,326,859 |
) |
|
|
|
|
|
|
|
Total liabilities and shareholders'
deficit |
$ |
125,148 |
|
$ |
175,195 |
|
The Accompanying Notes are an Integral Part of the unaudited Condensed
Consolidated Financial Statements
3
LIBERTY STAR URANIUM & METALS CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
For the Three Months Ended |
|
|
|
April 30, |
|
|
|
2015 |
|
|
2014 |
|
Revenues |
$ |
- |
|
$ |
- |
|
Expenses: |
|
|
|
|
|
|
Geological and
geophysical costs |
|
20,115 |
|
|
44,768 |
|
Salaries and benefits |
|
74,157 |
|
|
71,780 |
|
Public relations |
|
5,604 |
|
|
40,587 |
|
Depreciation |
|
6,298 |
|
|
8,286 |
|
Legal |
|
21,426 |
|
|
41,814 |
|
Professional services |
|
18,183 |
|
|
24,150 |
|
General and
administrative |
|
32,810 |
|
|
46,657 |
|
Travel |
|
1,471 |
|
|
10,181 |
|
Net operating expenses |
|
180,064 |
|
|
288,223 |
|
Loss from operations |
|
(180,064 |
) |
|
(288,223 |
) |
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
1 |
|
|
2 |
|
Gain (Loss) on
settlement of debt |
|
- |
|
|
5,322,943 |
|
Interest expense |
|
(434,095 |
) |
|
(285,218 |
) |
Gain (loss) on change
in fair value of derivative liability |
|
73,510 |
|
|
274,631 |
|
Total other income (expense) |
|
(360,584 |
) |
|
5,312,358 |
|
Net income (loss) |
$ |
(540,648 |
) |
$ |
5,024,135 |
|
|
|
|
|
|
|
|
Basic net income (loss) per share of common
stock |
$ |
(0.00 |
) |
$ |
0.01 |
|
|
|
|
|
|
|
|
Diluted net income (loss) per share of
common stock |
$ |
(0.00 |
) |
$ |
0.01 |
|
|
|
|
|
|
|
|
Basic weighted average number of shares of
common stock outstanding |
|
959,571,781 |
|
|
846,559,898 |
|
|
|
|
|
|
|
|
Diluted weighted average number of shares
of common stock outstanding |
|
959,571,781 |
|
|
893,901,745 |
|
The Accompanying Notes are an Integral Part of the unaudited Condensed
Consolidated Unaudited Financial Statements
4
LIBERTY STAR URANIUM & METALS CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
For the Three Months Ended April 30, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
Net income (loss) |
$ |
(540,648 |
) |
$ |
5,024,135 |
|
Adjustments to reconcile net
loss to net cash used in operating activities: |
|
|
|
|
|
|
Depreciation |
|
6,298 |
|
|
8,286 |
|
Amortization of deferred
financing charges |
|
- |
|
|
11,416 |
|
Amortization of debt discount |
|
424,666 |
|
|
113,218 |
|
(Gain) loss on settlement of
debt |
|
- |
|
|
(5,322,943 |
) |
(Gain) loss on change in fair value of warrant
liability |
|
(73,510 |
) |
|
(274,631 |
) |
Share based compensation |
|
2,808 |
|
|
2,808 |
|
Common shares issued for third party services |
|
- |
|
|
17,500 |
|
Warrants issued for third
party services |
|
- |
|
|
6,440 |
|
Changes in assets and liabilities: |
|
|
|
|
- |
|
Prepaid expenses |
|
7,038 |
|
|
8,570 |
|
Other current assets |
|
(100 |
) |
|
- |
|
Accounts payable and accrued expenses |
|
13,165 |
|
|
34,501 |
|
Accrued wages related parties |
|
15,992 |
|
|
16,000 |
|
Accrued interest |
|
8,962 |
|
|
157,680 |
|
Cash flows used in operating activities: |
|
(135,329 |
) |
|
(197,020 |
) |
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
Purchase of equipment |
|
- |
|
|
(4,708 |
) |
Net cash used in investing activities |
|
- |
|
|
(4,708 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Payments on long-term debt |
|
(1,482 |
) |
|
(1,349 |
) |
Cash paid on deferred financing costs |
|
- |
|
|
- |
|
Principal activity on
convertible promissory notes |
|
100,000 |
|
|
- |
|
Proceeds from the issuance of common stock,
net of expenses |
|
- |
|
|
220,250 |
|
Proceeds from long-term debt |
|
- |
|
|
- |
|
Net cash provided by financing activities |
|
98,518 |
|
|
218,901 |
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
(36,811 |
) |
|
17,173 |
|
Cash and cash equivalents, beginning of
period |
|
53,517 |
|
|
55,089 |
|
Cash and cash equivalents, end of period |
$ |
16,706 |
|
|
72,262 |
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
Income tax paid |
$ |
- |
|
$ |
- |
|
Interest paid |
$ |
467 |
|
$ |
2,904 |
|
Supplemental disclosure of non-cash items: |
$ |
|
|
$ |
|
|
Stock subscription receivable |
$ |
10,000 |
|
$ |
- |
|
Resolutions of derivative
liabilities due to debt conversions |
$ |
455,301 |
|
$ |
94,131 |
|
Warrants reclassified to derivative
liabilities |
$ |
5,927 |
|
$ |
483,781 |
|
Debt discounts due to
derivative liabilities |
$ |
331,323 |
|
$ |
114,954 |
|
Common stock issued for conversion of debt and
interest |
$ |
443,888 |
|
$ |
153,082 |
|
Original issue discount |
$ |
8,000 |
|
$ |
2,250 |
|
The Accompanying Notes are an Integral Part of the unaudited Condensed
Consolidated Financial Statements
5
LIBERTY STAR URANIUM & METALS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 Interim financial statement disclosure
The condensed consolidated financial statements included herein
have been prepared by Liberty Star Uranium & Metals Corp. without audit,
pursuant to the rules and regulations of the United States Securities and
Exchange Commission (SEC) and should be read in conjunction with our annual
report on Form 10-K for the year ended January 31, 2015 as filed with the SEC
under the Securities and Exchange Act of 1934 (the Exchange Act). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted, as permitted by the
SEC, although we believe the disclosures which are made are adequate to make the
information presented not misleading. The condensed consolidated financial
statements reflect, in the opinion of management, all normal recurring
adjustments necessary to present fairly our financial position at April 30, 2015
and the results of our operations and cash flows for the periods presented.
Interim results are subject to significant seasonal variations and the results
of operations for the three months ended April 30, 2015 are not necessarily
indicative of the results to be expected for the full year.
Certain amounts in the prior-year financial statements have
been reclassified for comparative purposes to conform with the presentation in
the current-year financial statements
NOTE 2 Going concern
The Company has incurred losses from operations, and requires
additional funds for further exploratory activity and to maintain its claims
prior to attaining a revenue generating status. There are no assurances that a
commercially viable mineral deposit exists on any of our properties. In
addition, the Company may not find sufficient ore reserves to be commercially
mined. As such, there is substantial doubt about the Companys ability to
continue as a going concern.
Management is working to secure additional funds through the
exercise of stock warrants already outstanding, equity financings, debt
financings or joint venture agreements. The condensed consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.
NOTE 3 Summary of Significant Accounting Policies
Fair Value
ASC 820 Fair Value Measurements and Disclosures (ASC 820),
defines fair value, establishes a framework for measuring fair value and
enhances disclosures about fair value measurements. It defines fair value as the
exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market participants on the
measurement date. ASC 820 also establishes a fair value hierarchy which requires
an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. The standard describes three
levels of inputs that may be used to measure fair value:
Level 1: Observable
inputs such as quoted prices (unadjusted) in active markets for identical assets
or liabilities.
Level 2: Inputs other than quoted prices that are observable
for the asset or liability, either directly or indirectly. These include quoted
prices for similar assets or liabilities in active markets; quoted prices for
identical or similar assets or liabilities that are not active; and model-driven
valuations whose inputs are observable or whose significant value drivers are
observable. Valuations may be obtained from, or corroborated by, third-party
pricing services.
Level 3: Unobservable inputs to measure fair value of assets
and liabilities for which there is little, if any market activity at the
measurement date, using reasonable inputs and assumptions based upon the best
information at the time, to the extent that inputs are available without undue
cost and effort.
As of April 30, 2015 the significant inputs to the Companys
derivative liability calculation were Level 3 inputs.
6
The following schedule summarizes the valuation of financial
instruments at fair value in the balance sheets as of April 30, 2015 and January
31, 2015:
|
|
|
|
|
Fair
value measurements at reporting date using: |
|
|
|
|
|
|
Quoted prices in |
|
|
|
|
|
Significant |
|
|
|
|
|
|
active markets for |
|
|
Significant other |
|
|
unobservable |
|
|
|
|
|
|
identical liabilities |
|
|
observable inputs |
|
|
inputs |
|
Description |
|
Fair
Value |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant and convertible note derivative
liability at April 30, 2015 |
$ |
161,512 |
|
|
- |
|
|
- |
|
$ |
161,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant and convertible note derivative
liability at January 31, 2015 |
$ |
216,705 |
|
|
- |
|
|
- |
|
$ |
216,705 |
|
Our financial instruments consist of cash and cash equivalents,
accounts payable, accrued liabilities, convertible notes payable, notes payable,
and warrant liability. It is managements opinion that we are not exposed to
significant interest, currency or credit risks arising from these financial
instruments. With the exception of the warrant liability, the fair value of
these financial instruments approximates their carrying values based on their
short maturities or for long-term debt based on borrowing rates currently
available to us for loans with similar terms and maturities. Gains and losses
recognized on changes in estimated fair value of the derivative liability are
reported in other income (expense) as gain (loss) on change in fair value.
NOTE 4 Related party transactions
We entered into the following transactions with related
parties during the three months ended April 30, 2015: We rented an office
from Jim Briscoe, our Chairman of the Board, CEO and CFO, on a month-to-month
basis for $522 per month. The total rent payments were $4,698 for the three
months ended April 30, 2015. No amount was due as of April 30, 2015.
At April 30, 2015 we had a balance of accrued unpaid wages of
$405,359 to Jim Briscoe, our Chairman of the Board, CEO, CFO and President.
Additionally, we had a balance of accrued unpaid wages of $15,625 to a former
President.
NOTE 5 Warrants
As of April 30, 2015, there were 59,238,750 whole share
purchase warrants outstanding and exercisable. The warrants have a weighted
average remaining life of 1.20 years and a weighted average exercise price of
$0.020 per whole warrant for one common share. The warrants had an aggregate
intrinsic value of $0 as of April 30, 2015.
Warrants issued in private placement outstanding at April 30,
2015 is as follows:
|
|
|
|
|
Weighted |
|
|
|
Number of whole share |
|
|
average exercise |
|
|
|
purchase warrants |
|
|
price per share |
|
Outstanding, January 31, 2015
|
|
59,566,708 |
|
$ |
0.024 |
|
Issued |
|
5,882,353 |
|
|
0.005 |
|
Expired |
|
(6,210,311 |
) |
|
0.041 |
|
Exercised |
|
- |
|
|
- |
|
Outstanding, April 30, 2015
|
|
59,238,750 |
|
$ |
0.020 |
|
Exercisable, April 30, 2015 |
|
59,238,750 |
|
$ |
0.020 |
|
During the three months ended April 30, 2015, the Company
issued 5,882,353 warrants to an investor at an exercise price of $0.0048 with a
three year term. The warrants were issued with common stock and there is no
additional accounting for these investor warrants that were issued.
7
NOTE 6 Derivative Liabilities
The embedded conversion feature in the convertible debt
instruments that the Company issued beginning in August 2013 (See Note 7), and
became convertible beginning in February 2014, qualified it as a derivative
instrument since the number of shares issuable under the note is indeterminate
based on guidance in FASB ASC 815, Derivatives and Hedging. This convertible
note tainted all other equity linked instruments including outstanding warrants
and fixed rate convertible debt on the date that the instrument became
convertible.
The valuation of the derivative liability of the warrants was
determined through the use of a Monte Carlo options model that values the
liability of the warrants based on a risk-neutral valuation where the price of
the option is its discounted expected value. The technique applied generates a
large number of possible (but random) price paths for the underlying common
stock via simulation, and then calculates the associated exercise value (i.e.
payoff) of the option for each path. These payoffs are then averaged and
discounted to a current valuation date resulting in the fair value of the
option.
The valuation of the derivative liability attached to the
convertible debt was arrived at through the use of a Monte Carlo model that
values the derivative liability within the notes. The technique applied
generates a large number of possible (but random) price paths for the underlying
(or underlyings) via simulation, and then calculates the associated payment
value (cash, stock, or warrants) of the derivative features. The price of the
underlying common stock is modeled such that it follows a geometric Brownian
motion with constant drift, and elastic volatility (increasing as stock price
decreases). The stock price is determined by a random sampling from a normal
distribution. Since the underlying random process is the same, for enough price
paths, the value of the derivative is derived from path dependent scenarios and
outcomes. The features in the notes that were analyzed and incorporated into the
model included the conversion features with the reset provisions, the
call/redemption/prepayment options, and the default provisions. Based on these
features, there are six primary events that can occur; payments are made in
cash; payments are made with stock; the note holder converts upon receiving a
redemption notice; the note holder converts the note; the issuer redeems the
note; or the Company defaults on the note. The model simulates the underlying
economic factors that influenced which of these events would occur, when they
were likely to occur, and the specific terms that would be in effect at the time
(i.e. stock price, conversion price, etc.). Probabilities were assigned to each
variable such as redemption likelihood, default likelihood, and timing and
pricing of reset events over the remaining term of the notes based on management
projections. This led to a cash flow simulation over the life of the note. A
discounted cash flow for each simulation was completed, and it was compared to
the discounted cash flow of the note without the embedded features, thus
determining a value for the derivative liability.
Key inputs and assumptions used to value the convertible notes
and warrants upon issuance or tainting and also as of April 30, 2015:
|
|
The stock projections are based on the historical
volatilities for each date. These ranged in the 112-117% range. The stock
price projection was modeled such that it follows a geometric Brownian
motion with constant drift and a constant volatility, starting with the
market stock price at each valuation date; |
|
|
An event of default would not occur during the remaining
term of the note; |
|
|
Conversion of the notes to stock would be completed
monthly after any holding period and would be limited based on: 5% of the
last 6 months average trading volume and the ownership limit identified in
the contract assuming the underlying number of common shares increases at
1% per month. The effective discount was determined based on the
historical trading history of the Company based on the specific pricing
mechanism in each note; |
|
|
The Company would not have funds available to redeem the
notes during the remaining term of the convertible notes; |
|
|
Discount rates were based on risk free rates in effect
based on the remaining term and date of each valuation and instrument.
|
|
|
The holder would exercise the warrant at maturity if the
stock price was above the exercise price; |
|
|
The Holder would exercise the warrant after any holding
period prior to maturity at target prices starting at 2 times the exercise
price for the Warrants or higher subject to monthly limits of: 5% of the
last 6 months average trading volume increasing by 1% per month and the
ownership limit identified in the contract assuming the underlying number
of common shares increases at 1% per month. |
|
|
For the warrants with reset features, the Company assumed
it would issue equity linked instruments in the quarters ended 4/30/15
through 10/31/15 at 70% of market. |
8
Using the results from the model, the Company recorded a
derivative liability of $5,927 for newly granted warrants and a derivative
liability of $467,691 for the fair value of the convertible feature included in
the Companys convertible debt instruments for the three months ended April 30,
2015. The derivative liability recorded for the convertible feature created a
debt discount of $331,323 which is being amortized over the remaining term of
the note using the effective interest rate method and is classified as
convertible debt on the balance sheet. Interest expense related to the
amortization of this debt discount for the three months ended April 30, 2015,
was $10,436. Additionally, $269,502 of debt discount was charged to interest
expense as a result of the conversion of a portion of the underlying debt
instrument. The remaining unamortized debt discount related to the derivative
liability was $78,243 as of April 30, 2015. The Company recorded the change in
the fair value of the derivative liability as a gain of $73,510 to reflect the
value of the derivative liability for warrants and convertible notes as $161,512
as of April 30, 2015. The Company also recorded a reclassification from
derivative liability to equity of $455,301 for the conversions of a portion of
the Companys convertible notes.
The following table sets forth a reconciliation of changes in
the fair value of the Companys derivative liability:
|
|
Three months ended April 30, |
|
|
|
2015 |
|
|
2014 |
|
Beginning balance |
$ |
216,705 |
|
$ |
46,985 |
|
Total (gains) losses |
|
(73,510 |
) |
|
(274,631 |
) |
Settlements |
|
(455,301 |
) |
|
(94,131 |
) |
Additions |
|
473,618 |
|
|
605,175 |
|
Ending balance |
$ |
161,512 |
|
$ |
283,398 |
|
|
|
|
|
|
|
|
Change in unrealized gains (losses)
included in earnings relating to derivatives still held as of April 30,
2015 and 2013 |
$ |
(73,510 |
) |
$ |
(274,631 |
) |
9
NOTE 7 Convertible promissory notes
Following is a summary of convertible promissory notes:
|
|
April 30, |
|
|
January 31, |
|
|
|
2015 |
|
|
2015 |
|
|
|
|
|
|
|
|
12% convertible note payable issued August
2013, $38,784 due September 2015 and $55,500 due February 2016 |
$ |
94,284 |
|
$ |
144,519
|
|
|
|
|
|
|
|
|
Convertible note payable issued November
2013, due November 2015 |
|
22,500 |
|
|
147,500 |
|
|
|
|
|
|
|
|
12% convertible note payable issued August
2014, due August 2015 |
|
- |
|
|
157,792 |
|
|
|
|
|
|
|
|
10% convertible note payable issued October
2014, due October 2015 |
|
58,285 |
|
|
108,136 |
|
|
|
|
|
|
|
|
10% convertible note payable issued
December 2014, due December 2016 |
|
162,649 |
|
|
106,697 |
|
|
|
|
|
|
|
|
|
|
337,718 |
|
|
664,644 |
|
|
|
|
|
|
|
|
Less debt discount |
|
(92,953 |
) |
|
(41,928 |
) |
|
|
|
|
|
|
|
Less current portion of convertible notes
|
|
(82,116 |
) |
|
(516,019 |
) |
|
|
|
|
|
|
|
Long-term convertible notes payable |
$ |
162,649 |
|
$ |
106,697 |
|
We issued convertible promissory notes in private placements of
our securities to institutional investors pursuant to exemptions from
registration set out in Rule 506 of Regulation D under the Securities Act of
1933.
On July 15, 2010 we issued a secured convertible promissory
note bearing interest at a rate of 10% per annum compounded monthly (the 2010
Convertible Note) to Northern Dynasty Minerals Ltd (Northern Dynasty). During
the year ended January 31, 2012 the agreement with Northern Dynasty was amended
to issue additional secured convertible promissory notes totaling $730,174 to
reimburse Northern Dynasty for assessment work, rental fees, cash in lieu of
assessment work and filing fees on the mineral claims that was paid in fiscal
2011 and fiscal 2012 because we could not come to an agreement on the earn-in
option and joint venture agreement with Northern Dynasty.
As part of the transaction noted above, Northern Dynasty could
earn a 60% interest in our Big Chunk project in Alaska (the Joint Venture
Claims) by spending $10,000,000 on those properties over six years. The
borrowings from Northern Dynasty could be applied as part of Northern Dynastys
earn-in requirements. Northern Dynastys minimum annual expenditures under the
earn-in would be the minimum level necessary to keep the Joint Venture Claims in
good standing. Northern Dynasty could elect to abandon the earn-in at any time
on 30 days notice, so long as sufficient annual labor was performed, or a cash
payment in lieu of labor was made, in order to fulfill the annual labor
requirements for the Joint Venture Claims for a minimum of 12 months after
termination of the earn-in. No such notice by Northern Dynasty was received.
On November 14, 2012, we signed a loan settlement agreement
with Northern Dynasty which would have discharged the $3,730,174 principal
balance and $1,592,769 of accrued interest for the 2010 Convertible Note and
would have terminated Northern Dynastys earn-in rights. In exchange for the
settlement, we initiated the transfer of 199 Alaska mining claims to Northern
Dynastys subsidiary, U5 Resources. However, MBGS, LLC filed liens against the
claims before the transfer could be completed. In March 2014 Liberty Star and
Big Chunk entered into a settlement agreement with MBGS, LLC, following a
resolution conference conducted in Anchorage, Alaska whereby all Northern
Dynasty claims recorded by MBGS, LLC were released. As a result of the
settlement agreement with MBGS, LLC, the Company completed its loan settlement
agreement with Northern Dynasty and discharged the principal balance and accrued
interest for the 2010 Convertible Note and terminated Northern Dynastys
earn-in-rights. A gain of $5,322,943 for the settlement of the Northern Dynasty
debt and accrued interest was recorded in other income in April 2014. As of
April 30, 2014, we had no principal or interest outstanding for the 2010
Convertible Note.
10
In August 2013, we entered into a promissory note (the August
2013 Note) for a principal sum of $555,000 plus accrued and unpaid interest and
any other fees. The consideration is up to $500,000, which would produce an original issue discount of $55,000 if all the consideration is received. The lender paid $150,000 upon closing pursuant to the terms of the August 2013 Note. The August 2013 Note has a maturity of one year from the delivery of
each payment. The August 2013 Note may be convertible into shares of common stock of our company at any time from 180 days after the date of each payment of consideration, at a conversion price which is 70% of the average of the three lowest closing
prices in the 20 trading days previous to the conversion. We may repay the August 2013 Note at any time on or before 90 days from the effective date of the August 2013 Note with an interest rate of 0%, after which we may not make any further
payments on the August 2013 Note prior to the maturity date without written approval from the lender. If we elect not to repay the August 2013 Note on or before 90 days from the effective date of the August 2013 Note, a one-time interest charge of
12% will be applied to the principal sum. We elected not to pay the $150,000 portion of the August 2013 Note within 90 days from the effective date. After the $150,000 portion of the August 2013 Note became convertible, the note holder
elected to convert the principal and interest totaling $186,480 into 17,937,915 shares of the company’s common stock during the months of February through May of 2014. On December 9, 2013, we received additional consideration of
$75,000 pursuant to the terms of the August 2013 Note. We elected not to pay the $75,000 portion of the August 2013 Note within 90 days from the effective date. In June, July and August 2014, the note holder converted principal and interest
totaling $93,240 into 9,983,507 shares of the Company’s common stock. On June 24, 2014 and September 3, 2014, we received additional consideration of $75,000 and $75,000, respectively, pursuant to the terms of the August 2013 Note.
In December 2014 and January 2015, the note holder converted principal and interest totaling $41,961 into 5,900,000 shares of the Company’s common stock. On February 25, 2015, we received additional consideration of $50,000 pursuant
to the terms of the August 2013 Note. During the three months ended April 30, 2015, the note holder converted principal and interest totaling $105,733 into 30,800,000 shares of the Company’s common stock. As of April 30, 2015, we had
$94,284 of principal and interest outstanding for the August 2013 Note.
On November 18, 2013, we entered into a securities purchase agreement (the “November 2013 Note”), whereby we agreed to issue a convertible note to one lender in the principal amount of $250,000. The proceeds from the note were
$225,000, which created an original issue discount of $25,000. The note was payable in full on November 18, 2014 and bears no interest except in an event of default. The lender may, at its option, after the 183rd day (after May 20, 2014)
following the closing date, convert the principal amount or any portion of such principal amount of the note into shares of common stock of our company at the price equal to the lesser of (a) 100% of the volume weighted average price (VWAP), as
reported on the closing date (November 18, 2013), and (b) 70% of the average of the 5 day VWAP immediately prior to the day of conversion. On November 13, 2014, we entered into an Assignment of Promissory Note & Acknowledgment, whereby we
consented to an assignment of the note to another lender, pursuant to which $250,000 remains owing by the Company. The maturity date of the November 2013 Note was extended to November 18, 2015. From November 2014 through January 2015, the new
noteholder converted principal of $102,500 into 11,792,944 shares of the Company’s common stock. During the three months ended April 30, 2015, the new noteholder converted principal of $125,001 into 29,248,823 shares of the
Company’s common stock. As of April 30, 2015, we had $22,500 of principal and interest outstanding for the November 2013 Note.
In August 2014, we received $150,000 pursuant to the terms of a convertible promissory note (the “August 2014 Note”) dated August 26, 2014. The Note bears interest at 12%, is due on August 26, 2015, and is convertible after 180 days
at a 45% discount to the average of the daily VWAP prices for the previous 10 trading days before the date of conversion During the three months ended April 30, 2015, the new noteholder converted principal of $160,834 into 56,676,739 shares of
the Company’s common stock. As of April 30, 2015, we had $0 of principal and interest outstanding for this Note.
On October 14, 2014, we entered into a securities purchase agreement, whereby we agreed to issue a convertible note (the “October 2014 Note”) to one lender in the principal amount of $105,000. The Note is payable in full on October
14, 2015, bears interest at the rate of 10% per annum, and includes a $5,000 original issuance discount. The Note may be convertible into shares of common stock of our company at any time from 180 days after the execution date of the Note at a
price per share of 40% discount to the average of the daily VWAP for the previous five trading days before the date of conversion. During the three months ended April 30, 2015, the note holder converted principal and interest totaling $52,320
into 26,000,000 share of the Company’s common stock. As of April 30, 2015, we had $58,285 of principal and interest outstanding for this Note.
On December 3, 2014, we entered into a note purchase agreement, whereby we agreed to issue a convertible note (the “December 2014 Note”) to lender in the principal amount of $210,000, with a $10,000 original issuance discount.
The initial purchase price was $105,000 of consideration of which $100,000 was received our company and $5,000 was retained through the original issue discount. An additional $50,000 was received on February 27, 2015 with a $2,500 original issue discount. The Note bears interest at 10%, is due on December 3, 2016, and is convertible after six months of advance of funds at a 37.5% discount to the average of the daily VWAP prices
for the previous 5 trading days before the date of conversion. As of April 30, 2015, we had of $162,649 principal and interest outstanding for this Note.
11
During the three months ended April 30, 2015 and 2014, the Company recorded debt discounts of $331,323 and $114,954, respectively, due to the derivative liabilities, and original issue debt discounts of $8,000 and $2,250,
respectively, due to the convertible notes. The Company recorded amortization of these discounts of $424,666 and $113,218 for the three months ended April 30, 2015 and 2014, respectively.
In November of 2013, the Company recorded $45,663 of deferred financing costs, of which $15,500 was paid in cash and $30,163 paid with common stock, related to the November 18, 2013 convertible note. The Company recorded amortization of
these deferred financing costs of $0 and $11,416 for the three months ended April 30, 2015 and 2014, respectively.
NOTE 8 – Stockholders’ deficit
Our common shares are all of the same class, are voting and entitle stockholders to receive dividends as defined. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets or any
dividends that may be declared.
Between February 2014 and July 2014, pursuant to the investment agreement with KVM, KVM purchased 34,214,226 shares for $456,923, of which $55,673 is still owed to the Company and is reflected as a stock subscription receivable as of April
30, 2015.
During the three months ending April 30, 2015, $105,733 of the August 2013 Note were converted into 30,800,000 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from
$0.00194 to $0.00574.
During the three months ending April 30, 2015, $125,001 of the November 2013 Note were converted into 29,248,823 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from 0.00274
to $0.00609
During the three months ending April 30, 2015, $160,834 of the August 2014 Note were converted into 56,676,739 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from
$0.00193 to $0.00416.
During the three months ending April 30, 2015, $52,320 of the October 2014 Note were converted into 26,000,000 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from
$0.00192 to $0.00216.
During the three months ended April 30, 2015, the Company issued 2,941,176 units to an investor for total proceeds of $10,000. Each unit consists of one share of the Company’s common stock and two warrants to purchase one share each of
the Company’s common stock. The warrants have an exercise price of $0.0048 and have a three year term (see note 5).
At April 30, 2015 there were 863,500 non-qualified stock options outstanding with a weighted average exercise price of $0.316 per option; of those options 863,500 are exercisable. At April 30, 2015 there were 85,421,374 incentive stock options
outstanding with a weighted average exercise price of $0.042 per option; of those options 84,010,886 are exercisable with a weighted average exercise price of $0.042.
During the three months ended April 30, 2015 we recognized $2,808 of compensation expense related to incentive and non-qualified stock options previously granted to officers, employees and consultants.
NOTE 9 – Subsequent events
In May of 2015, $38,784 of the August 2013 Note was converted into 31,715,187 shares of the Company’s common stock.
In May and June of 2015, $43,046 of the November 2013 Note was converted into 31,366,247 shares of the Company’s common stock.
In May and June of 2015, $53,901 of the October 2014 Note was converted into 48,878,264 shares of the Company’s common stock.
In June, 2015, the Company issued 1,846,154 units to an investor for total proceeds of $3,000. Each unit consists of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock. The
warrants have an exercise price of $0.002275 and have a three year term.
In June 2015, we received additional consideration of $30,000 with $1,500 of original issue discount under the terms of the December 2014 Note. An Amendment to this Note was executed on June 9, 2015 to include this additional $31,500 of consideration under the Note.
12
Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.
Much of the information included in this quarterly report
includes or is based upon estimates, projections or other forward looking
statements. Such forward looking statements include any projections or
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Such estimates, projections or other forward looking
statements involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward looking statements.
Business Development
The following Managements Discussion and Analysis is intended
to help the reader understand the results of operations and financial condition
of our company. Managements Discussion and Analysis is provided as a supplement
to, and should be read in conjunction with, our condensed consolidated financial
statements and the accompanying notes to the condensed consolidated financial
statements.
Liberty Star Uranium & Metals Corp. was formerly Liberty
Star Gold Corp. and formerly Titanium Intelligence, Inc. (Titanium). Titanium
was incorporated on August 20, 2001 under the laws of the State of Nevada. On
February 5, 2004 we commenced operations in the acquisition and exploration of
mineral properties business. Big Chunk Corp. (Big Chunk) is our wholly owned
subsidiary and was incorporated on December 14, 2003 in the State of Alaska. Big
Chunk is engaged in the acquisition and exploration of mineral properties
business in the State of Alaska. Redwall Drilling Inc. (Redwall) was our
wholly owned subsidiary and was incorporated on August 31, 2007 in the State of
Arizona. Redwall performed drilling services on our mineral properties. Redwall
ceased drilling activities in July 2008 and was dissolved on March 30, 2010. In
April 2007, we changed our name to Liberty Star Uranium & Metals Corp
(Liberty Star) to reflect our current general exploration for base and
precious metals. We are in the exploration phase of operations and have not
generated any revenues from operations.
We formed the wholly owned subsidiary, Hay Mountain Super
Project LLC (HMSP LLC) incorporated on October 24, 2014, to serve as the
primary holding company for development of the potential ore bodies encompassed
in the Hay Mountain area of interest in Arizona.
Our Current Business
We are an exploration company engaged in the acquisition and
exploration of mineral properties in the States of Arizona and Alaska. Claims in
the State of Alaska are held in the name of our wholly-owned subsidiary, Big
Chunk Corp. Claims in the State of Arizona are held in the name of Liberty Star.
We use the term Super Project to indicate a project in which numerous mineral
targets have been identified within a mineral province
such as the Arizona Strip or a large structural feature such as calderas which
occur at Big Chunk, East Silver Bell, and Tombstone, any one or more
of which could potentially contain commercially viable quantities of minerals.
Our significant projects are described below.
North Pipes Super Project (North Pipes and NPSP):
Located in Northern Arizona on the Arizona Strip, we plan to ascertain
whether the NPSP claims possess commercially viable deposits of uranium and
associated co-product metals. We have not identified any ore reserves to date.
Big Chunk Super Project (Big Chunk): Located in the
Iliamna region of Southwestern Alaska, we plan to ascertain whether the Big
Chunk claims possess commercially viable deposits of copper, gold, molybdenum,
silver, palladium rhenium and zinc. We have not identified any ore reserves to
date.
Tombstone Super Project (Tombstone)(formerly referred to
as Tombstone Porphyry Precious Metals Project): Tombstone is located in
Cochise County, Arizona and the Super Project covers the Tombstone caldera and
its environs. Within the Tombstone Caldera is the Hay Mountain target where we
are concentrating our work at this time. We plan to ascertain whether the
Tombstone, Hay Mountain claims possess commercially viable deposits of copper, molybdenum, gold, silver, lead, zinc, manganese and other metals including Rare Earth Elements (REE’s). We have not identified any ore reserves to date.
13
East Silver Bell Porphyry Copper Project (“East Silver Bell”): Located northwest of Tucson, Arizona, we plan to ascertain whether the East Silver Bell claims possess commercially viable deposits of copper. We have not identified
any ore reserves to date.
Title to mineral claims involves certain inherent risks due to difficulties of determining the validity of certain claims as well as potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral
properties. We have investigated title to all the Company’s mineral properties and, to the best of its knowledge, title to all properties are in good standing.
The mineral resource business generally consists of three stages: exploration, development and production. Mineral resource companies that are in the exploration stage have not yet found mineral resources in commercially exploitable quantities, and
are engaged in exploring land in an effort to discover them. Mineral resource companies that have located a mineral resource in commercially exploitable quantities and are preparing to extract that resource are in the development stage, while those
engaged in the extraction of a known mineral resource are in the production stage. We have not found any mineral resources in commercially exploitable quantities.
There is no assurance that a commercially viable mineral deposit exists on any of our properties, and further exploration is required before we can evaluate whether any exist and, if so, whether it would be economically feasible to develop or
exploit those resources. Even if we complete our current exploration program and we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering studies before we could know
whether that mineral deposit will constitute an ore reserve (an ore reserve is a commercially viable mineral deposit).
To date, we have not generated any revenues. Our ability to pursue our business plan and generate revenues is subject to our ability to obtain additional financing, and we cannot give any assurance that we will be able to do so.
Letter Agreement and Secured Convertible Notes with Northern Dynasty Minerals Ltd
On July 15, 2010, we issued a secured convertible promissory note bearing interest at a rate of 10% per annum compounded monthly (the “2010 Convertible Note”) to Northern Dynasty Minerals Ltd (“Northern Dynasty”). During the
year ended January 31, 2012, the agreement with Northern Dynasty was amended to issue additional secured convertible promissory notes totaling $730,174 to reimburse Northern Dynasty for assessment work, rental fees, cash in lieu of assessment
work and filing fees on the mineral claims that were paid in fiscal 2011 and fiscal 2012 because we could not come to an agreement on the earn-in option and joint venture agreement with Northern Dynasty.
As part of the transaction noted above, Northern Dynasty could earn a 60% interest in our Big Chunk project in Alaska (the “Joint Venture Claims”) by spending $10,000,000 on those properties over six years. The borrowings from
Northern Dynasty could be applied as part of Northern Dynasty’s earn-in requirements. Northern Dynasty’s minimum annual expenditures under the earn-in would be the minimum level necessary to keep the Joint Venture Claims in good
standing. Northern Dynasty could elect to abandon the earn-in at any time on 30 days’ notice, so long as sufficient annual labor was performed, or a cash payment in lieu of labor was made, in order to fulfill the annual labor requirements for
the Joint Venture Claims for a minimum of 12 months after termination of the earn-in. No such notice by Northern Dynasty was received.
On November 14, 2012, we signed a loan settlement agreement with Northern Dynasty which would have discharged the $3,730,174 principal balance and $1,592,769 of accrued interest for the 2010 Convertible Note and would have terminated
Northern Dynasty’s earn-in rights. In exchange for the settlement, we initiated the transfer of 199 Alaska mining claims to Northern Dynasty’s subsidiary, U5 Resources. However, MBGS, LLC filed liens against the claims before the
transfer could be completed. In March 2014, Liberty Star and Big Chunk entered into a settlement agreement with MBGS, LLC, following a resolution conference conducted in Anchorage, Alaska whereby all Northern Dynasty claims recorded by MBGS, LLC
were released. As a result of the settlement agreement with MBGS, LLC, the Company completed its loan settlement agreement with Northern Dynasty and discharged the principal balance and accrued interest for the 2010 Convertible Note and terminated
Northern Dynasty’s earn-in-rights. A gain of $5,322,943 for the settlement of the Northern Dynasty debt and accrued interest was recorded in other income during the three months ended April 30, 2014.
14
Results of Operations
Material Changes in Financial Condition for the Three Month Period Ended April 30, 2015
We had cash and cash equivalents in the amount of $16,706 as of April 30, 2015 compared to $53,517 as of January 31, 2015. We had negative working capital of $834,828 as of April 30, 2015 compared to $1,251,939 as of January 31,
2015. We used $135,329 net cash in operating activities during the three months ended April 30, 2015 which was utilized for working capital. We also utilized our cash funds to continue exploration activities at our Hay Mountain mineral lands by
working on geochemical interpretation of the soil, rock chip and vegetation sampling and ztem (aeormagnetics and aero electromagnetics).. We purchased no new equipment during the three months ended April 30, 2015. We have been raising capital by
issuing convertible promissory notes and selling equity by way of private placements. We intend to continue to raise capital from such sources. In addition to seeking sources of funding through the sale of equity, we may seek to enter into joint
venture agreements, or other types of agreements with other companies to finance our projects for the long term. In addition, we may choose to sell a portion of our assets to finance our projects. Should our properties prove to be commercially
viable, we may be in a position to seek debt financing to help build infrastructure, and eventually we may obtain revenues from commercial mining of our properties.
Material Changes in Results of Operations for the Three Periods Ended April 30, 2015 and April 30, 2014
We had a net loss of $540,648 and for the three months ended April 30, 2015 compared to net income of $5,024,135 for the three
months ended April 30, 2014. We incurred a one-time non-recurring gain of $5,322,943 during the three months ended April 30, 2014 due to our settlement of the Northern Dynasty Note. Under the terms of the settlement agreement, signed in
November, 2012, our Alaska incorporated subsidiary Big Chunk Corp. transferred to a subsidiary of Northern Dynasty a number of Alaska State mineral claims in exchange for the forgiveness of the $3,730,174 principal balance and $1,592,769 of
accrued interest that our company owed Northern Dynasty under the 2010 Convertible Note. The settlement agreement also terminated other contractual rights of Northern Dynasty. The settlement agreement was considered completed by our company in 2012
but Northern Dynasty did not acknowledge its completion until March 2014. During the period of over one year that the dispute continued as to whether the settlement agreement had been completed, our company continued to accrue the principal and
interest that was claimed by Northern Dynasty and reported that amount as a liability in our financial statements. The “gain” in the first quarter of fiscal 2015 of our company recognizes that the debt and interest under the 2010
Convertible Note are now settled and no longer claimed by Northern Dynasty.
During the three months ended April 30, 2015 we had a decrease of approximately $24,653 in geological and geophysical costs compared to the three months ended April 30, 2014, due to a decrease in geochemical reports ordered by the Company. We
had decrease in public relations expenses of approximately $34,983 during the three months ended April 30, 2015, as compared to the three months ended April 30, 2014, due to decreased seminar and conference activity. We had a decrease in legal
expenses of approximately $20,388 during the three months ended April 30, 2015, as compared to the three months ended April 30, 2014, due primarily to the costs associated with defending a lien claim by a former associate during the months ended
April 30, 2014. We incurred a non-cash gain on the change in fair value of our derivative liabilities of $73,510 during the three months ended April 30, 2015, as compared to a gain of $274,631 during the three months ended April 30, 2014,
due to the embedded conversion features in our debt instruments that require us to record our equity linked instruments including outstanding warrants and fixed rate convertible debt at fair value during the three months ended April 30, 2015 and
2014.
Liquidity and Capital Resources
Convertible promissory notes
We have issued the following convertible promissory notes in private placements of our securities to institutional investors pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act of 1933.
On July 15, 2010, we issued a secured convertible promissory note bearing interest at a rate of 10% per annum compounded monthly (the “2010 Convertible Note”) to Northern Dynasty Minerals Ltd (“Northern Dynasty”). During the
year ended January 31, 2012, the agreement with Northern Dynasty was amended to issue additional secured convertible promissory notes totaling $730,174 to reimburse Northern Dynasty for assessment work, rental fees, cash in lieu of assessment
work and filing fees on the mineral claims that were paid in fiscal 2011 and fiscal 2012 because we could not come to an agreement on the earn-in option and joint venture agreement with Northern Dynasty.
15
As part of the transaction noted above, Northern Dynasty could earn a 60% interest in our Big Chunk project in Alaska (the “Joint Venture Claims”) by spending $10,000,000 on those properties over six years. The borrowings from
Northern Dynasty could be applied as part of Northern Dynasty’s earn-in requirements. Northern Dynasty’s minimum annual expenditures under the earn-in would be the minimum level necessary to keep the Joint Venture Claims in good
standing. Northern Dynasty could elect to abandon the earn-in at any time on 30 days’ notice, so long as sufficient annual labor was performed, or a cash payment in lieu of labor was made, in order to fulfill the annual labor requirements for
the Joint Venture Claims for a minimum of 12 months after termination of the earn-in. No such notice by Northern Dynasty was received.
On November 14, 2012, we signed a loan settlement agreement with Northern Dynasty which would have discharged the $3,730,174 principal balance and $1,592,769 of accrued interest for the 2010 Convertible Note and would have terminated
Northern Dynasty’s earn-in rights. In exchange for the settlement, we initiated the transfer of 199 Alaska mining claims to Northern Dynasty’s subsidiary, U5 Resources. However, MBGS, LLC filed liens against the claims before the
transfer could be completed. In March 2014 Liberty Star and Big Chunk entered into a settlement agreement with MBGS, LLC, following a resolution conference conducted in Anchorage, Alaska whereby all Northern Dynasty claims recorded by MBGS, LLC were
released. As a result of the settlement agreement with MBGS, LLC, the Company completed its loan settlement agreement with Northern Dynasty and discharged the principal balance and accrued interest for the 2010 Convertible Note and terminated
Northern Dynasty’s earn-in-rights. A gain of $5,322,943 for the settlement of the Northern Dynasty debt and accrued interest was recorded in other income during the three months ended April 30, 2014.
In August 2013, we entered into a promissory note (the “August 2013 Note”) for a principal sum of $555,000 plus accrued and unpaid interest and any other fees. The consideration is up to $500,000, which would produce an original
issue discount of $55,000 if all the consideration is received. The lender paid $150,000 upon closing pursuant to the terms of the August 2013 Note. The August 2013 Note has a maturity of one year from the delivery of each payment. The
August 2013 Note may be convertible into shares of common stock of our company at any time from 180 days after the date of each payment of consideration, at a conversion price which is 70% of the average of the three lowest closing prices in the 20
trading days previous to the conversion. We may repay the August 2013 Note at any time on or before 90 days from the effective date of the August 2013 Note with an interest rate of 0%, after which we may not make any further payments on the August
2013 Note prior to the maturity date without written approval from the lender. If we elect not to repay the August 2013 Note on or before 90 days from the effective date of the August 2013 Note, a one-time interest charge of 12% will be applied to
the principal sum. We elected not to pay the $150,000 portion of the August 2013 Note within 90 days from the effective date. After the $150,000 portion of the August 2013 Note became convertible, the note holder elected to convert the
principal and interest totaling $186,480 into 17,937,915 shares of the company’s common stock during the months of February through May of 2014.
On December 9, 2013, we received additional consideration of $75,000 pursuant to the
terms of the August 2013 Note. We elected not to pay the $75,000 portion of the August 2013 Note within 90 days from the effective date. In June, July and August 2014, the note holder converted principal and interest totaling $93,240 into
9,983,507 shares of the Company’s common stock. On June 24, 2014 and September 3, 2014, we received additional consideration of $75,000 and $75,000, respectively, pursuant to the terms of the August 2013 Note. In December 2014 and
January 2015, the note holder converted principal and interest totaling $41,961 into 5,900,000 shares of the Company’s common stock. On February 25, 2015, we received additional consideration of $50,000 pursuant to the terms of the
August 2013 Note. During the three months ended April 30, 2015, the note holder converted principal and interest totaling $105,734 into 30,800,000 shares of the Company’s common stock. As of April 30, 2015, we had $94,284 of principal
and interest outstanding for the August 2013 Note.
On November 18, 2013, we entered into a securities purchase agreement (the “November 2013 Note”), whereby we agreed to issue a convertible note to one lender in the principal amount of $250,000. The proceeds from the note were
$225,000, which created an original issue discount of $25,000. The note was payable in full on November 18, 2014 and bears no interest except in an event of default. The lender may, at its option, after the 183rd day (after May 20, 2014)
following the closing date, convert the principal amount or any portion of such principal amount of the note into shares of common stock of our company at the price equal to the lesser of (a) 100% of the volume weighted average price (VWAP), as
reported on the closing date (November 18, 2013), and (b) 70% of the average of the 5 day VWAP immediately prior to the day of conversion. On November 13, 2014, we entered into an Assignment of Promissory Note & Acknowledgment, whereby we
consented to an assignment of the note to another lender, pursuant to which $250,000 remains owing by the Company. The maturity date of the November 2013 Note was extended to November 18, 2015. From November 2014 through January 2015, the new
noteholder converted principal of $102,500 into 11,792,944 shares of the Company’s common stock. During the three months ended April 30, 2015, the new noteholder converted principal of $125,000 into 29,248,823 shares of the
Company’s common stock. As of April 30, 2015, we had $22,500 of principal and interest outstanding for the November 2013 Note.
16
In August 2014, we received $150,000 pursuant to the terms of a convertible promissory note (the “August 2014 Note”) dated August 26, 2014. The Note bears interest at 12%, is due on August 26, 2015, and is convertible after 180 days
at a 45% discount to the average of the daily VWAP prices for the previous 10 trading days before the date of conversion During the three months ended April 30, 2015, the new noteholder converted principal of $160,833 into 56,676,739 shares of
the Company’s common stock. As of April 30, 2015, we had $0 of principal and interest outstanding for this Note.
On October 14, 2014, we entered into a securities purchase agreement, whereby we agreed to issue a convertible note (the “October 2014 Note”) to one lender in the principal amount of $105,000. The Note is payable in full on October
14, 2015, bears interest at the rate of 10% per annum, and includes a $5,000 original issuance discount. The Note may be convertible into shares of common stock of our company at any time from 180 days after the execution date of the Note at a
price per share of 40% discount to the average of the daily VWAP for the previous five trading days before the date of conversion. During the three months ended April 30, 2015, the note holder converted principal and interest totaling $52,320
into 26,000,000 share of the Company’s common stock. As of April 30, 2015, we had $58,285 of principal and interest outstanding for this Note.
On December 3, 2014, we entered into a note purchase agreement, whereby we agreed to issue a convertible note (the “December 2014 Note”) to lender in the principal amount of $210,000, with a $10,000 original issuance discount.
The initial purchase price was $105,000 of consideration of which $100,000 was received our company and $5,000 was retained through the original issue discount. An additional $50,000 was received on February 27, 2015 with a
$2,500 original issue discount. The Note bears interest at 10%, is due on December 3, 2016, and is convertible after six months of advance of funds at a 37.5% discount to the average of the daily VWAP prices for the previous 5 trading days
before the date of conversion. As of April 30, 2015, we had of $162,649 principal and interest outstanding for this Note.
Critical Accounting Policies
The condensed consolidated financial statements of Liberty Star have been prepared in conformity with accounting principles generally accepted in the United States of America. Our significant accounting policies are described in Note 2 to the
consolidated financial statements included in Item 8 in our Form 10-K for the year ended January 31, 2015. The critical accounting policies adopted by our company are as follows:
Going Concern
Since we have not generated any revenue, we have negative cash flows from operations and negative working capital, we have included a reference to the substantial doubt about our ability to continue as a going concern in connection with our
condensed consolidated financial statements as of April 30, 2015. Our total stockholders’ deficit at April 30, 2015 was $971,437.
These condensed consolidated financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized, and liabilities settled in the
ordinary course of business. Accordingly, these condensed consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be
unable to continue as a going concern.
Mineral claims
We account for costs incurred to acquire, maintain and explore mineral properties as charged to expense in the period incurred until the time that a proven mineral resource is established at which point development of the mineral property would be
capitalized. Currently, we do not have any proven mineral resources on any of our mineral properties.
Convertible promissory notes
We reviewed the convertible promissory notes and the related subscription agreements to determine the appropriate reporting within the condensed consolidated financial statements. We report convertible promissory notes as liabilities at their
carrying value less unamortized discounts in accordance with the applicable accounting guidance. We record conversion options and detachable common stock purchase warrants and report them as liabilities at fair value at each reporting period when
required in accordance with the applicable accounting guidance. No gain or loss is reported
when the notes are converted into shares of our common stock in accordance with
the notes terms.
17
Common stock purchase warrants
We report common stock purchase warrants as equity unless a
condition exists which requires reporting as a derivative liability at fair
market value. For common stock purchase warrants reported as a derivative
liability, as well as new and modified warrants reported as equity, we utilize a
Monte Carlo options model in order to determine fair value.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.
Not applicable.
Item 4. Controls and Procedures.
As required by Rule 13a-15 under the Exchange Act, our
management has evaluated the effectiveness of the design and operation of our
disclosure controls and procedures at April 30, 2015, which is the end of the
fiscal quarter covered by this report. This evaluation was carried out by Mr.
James Briscoe, our principal executive officer and principal financial officer.
Based on this evaluation, Mr. Briscoe has concluded that our disclosure controls
and procedures were effective as at the end of the period covered by this
report. Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed by our
company in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SECs rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by our company in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, to
allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
During the quarter ended April 30, 2015 there were no changes
in our internal control over financial reporting that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We currently have no outstanding litigation.
Item 1A. RISK FACTORS
Not applicable
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
In March 2014, the Company issued 1,000,000 units of common
stock to a designee of MBGS, LLC, pursuant to a settlement agreement (See Note 6
of the financial statements contained in this report). Each unit consists of one
share of the Companys common stock and a warrant to purchase one-half share of
the Companys common stock. The value of the shares issued is $17,500. The
500,000 warrants have an exercise price of $0.028 and have a two year term (See
Note 5 of the financial statements contained in this report). In issuing
these securities we relied on the registration exemption provided for in Section
4(a)(2) of the Securities Act of 1933, as amended.
During the three months ended April 30, 2015, the Company
issued 2,941,176 units to an investor for total proceeds of $10,000. Each unit
consists of one share of the Companys common stock and two warrants to purchase
one share each of the Companys common stock. The warrants have an exercise
price of $0.0048 and have a three year term. In issuing these securities we
relied on the registration exemption provided for in Section 4(a)(2) of the
Securities Act of 1933, as amended.
In August 2013, we entered into a promissory note (the August
2013 Note) for a principal sum of $555,000 plus accrued and unpaid interest and
any other fees. The consideration is up to $500,000, which would produce an
original issue discount of $55,000 if all the consideration is received. The
lender paid $150,000 upon closing pursuant to the terms of the August 2013 Note.
The August 2013 Note has a maturity of one year from the delivery of each
payment. The August 2013 Note may be convertible into shares of common stock of
our company at any time from 180 days after the date of each payment of
consideration, at a conversion price which is 70% of the average of the three
lowest closing prices in the 20 trading days previous to the conversion. We may
repay the August 2013 Note at any time on or before 90 days from the effective
date of the August 2013 Note with an interest rate of 0%, after which we may not
make any further payments on the August 2013 Note prior to the maturity date
without written approval from the lender. If we elect not to repay the August
2013 Note on or before 90 days from the effective date of the August 2013 Note,
a one-time interest charge of 12% will be applied to the principal sum. We
elected not to pay the $150,000 portion of the August 2013 Note within 90 days
from the effective date. After the $150,000 portion of the August 2013 Note
became convertible, the note holder elected to convert the principal and
interest totaling $186,480 into 17,937,915 shares of the companys common stock
during the months of February through May of 2014.
On December 9, 2013, we
received additional consideration of $75,000 pursuant to the terms of the August
2013 Note. We elected not to pay the $75,000 portion of the August 2013 Note
within 90 days from the effective date. In June, July and August 2014, the note
holder converted principal and interest totaling $93,240 into 9,983,507 shares
of the Companys common stock. On June 24, 2014 and September 3, 2014, we
received additional consideration of $75,000 and $75,000, respectively, pursuant
to the terms of the August 2013 Note. In December 2014 and January 2015, the
note holder converted principal and interest totaling $41,961 into 5,900,000
shares of the Companys common stock. On February 25, 2015, we received
additional consideration of $50,000 pursuant to the terms of the August 2013
Note. During the three months ended April 30, 2015, the note holder converted
principal and interest totaling $105,734 into 30,800,000 shares of the Companys
common stock. The conversions happened on multiple dates with conversion prices
ranging from $0.00194 to $0.00574. As of April 30, 2015, we had $94,284 of
principal and interest outstanding for the August 2013 Note. In issuing these
securities 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.
On November 18, 2013, we entered into a securities purchase
agreement (the November 2013 Note), whereby we agreed to issue a convertible
note to one lender in the principal amount of $250,000. The proceeds from the
note were $225,000, which created an original issue discount of $25,000. The
note was payable in full on November 18, 2014 and bears no interest except in an
event of default. The lender may, at its option, after the 183rd day (after May
20, 2014) following the closing date, convert the principal amount or any portion of such principal amount of the note into shares
of common stock of our company at the price equal to the lesser of (a) 100% of
the volume weighted average price (VWAP), as reported on the closing date
(November 18, 2013), and (b) 70% of the average of the 5 day VWAP immediately
prior to the day of conversion. On November 13, 2014, we entered into an
Assignment of Promissory Note & Acknowledgment, whereby we consented to an
assignment of the note to another lender, pursuant to which $250,000 remains
owing by the Company. The maturity date of the November 2013 Note was extended
to November 18, 2015. From November 2014 through January 2015, the new
noteholder converted principal of $102,500 into 11,792,944 shares of the
Companys common stock. During the three months ended April 30, 2015, the new
noteholder converted principal of $125,000 into 29,248,823 shares of the
Companys common stock. The conversions happened on multiple dates with
conversion prices ranging from $0.00274 to $0.00609. As of April 30, 2015, we
had $22,500 of principal and interest outstanding for the November 2013 Note. In
issuing these securities 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.
19
In August 2014, we received $150,000 pursuant to the terms of a
convertible promissory note (the August 2014 Note) dated August 26, 2014. The
Note bears interest at 12%, is due on August 26, 2015, and is convertible after
180 days at a 45% discount to the average of the daily VWAP prices for the
previous 10 trading days before the date of conversion During the three months
ended April 30, 2015, the new noteholder converted principal of $160,833 into
56,676,739 shares of the Companys common stock. The conversions happened on
multiple dates with conversion prices ranging from $0.00193 to $0.00416. As of
April 30, 2015, we had $0 of principal and interest outstanding for this Note.
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.
On October 14, 2014, we entered into a securities purchase
agreement, whereby we agreed to issue a convertible note (the October 2014
Note) to one lender in the principal amount of $105,000. The Note is payable in
full on October 14, 2015, bears interest at the rate of 10% per annum, and
includes a $5,000 original issuance discount. The Note may be convertible into
shares of common stock of our company at any time from 180 days after the
execution date of the Note at a price per share of 40% discount to the average
of the daily VWAP for the previous five trading days before the date of
conversion. During the three months ended April 30, 2015, the note holder
converted principal and interest totaling $52,320 into 26,000,000 share of the
Companys common stock. The conversions happened on multiple dates with
conversion prices ranging from $0.00192 to $0.00216. As of April 30, 2015, we
had $58,285 of principal and interest outstanding for this Note. 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. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Under Section 1503(a) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act and under the SECs recently adopted Item 104 of
Regulation S-K, each operator of a coal or other mine is required to include
disclosures regarding certain mine safety results in its periodic reports filed
with the SEC. The operation of our mine(s) that may be developed in the future
would be subject to regulation by the federal Mine Safety and Health
Administration (MSHA) under the Federal Mine Safety and Health Act of 1977. We
do not own any mines in the United States and as a result, this information is
not required.
Item 5. Other Information.
None.
20
Item 6. Exhibits
Exhibit |
|
Number |
Description of Exhibit |
3.1 |
Articles of
Incorporation 1 |
3.2 |
Bylaws 2 |
3.3 |
Certificate of
Change to Authorized Capital 3 |
3.4 |
Articles of Merger 3 |
10.1 |
Letter Agreement
dated November 14, 2011 with Northern Dynasty 4 |
10.2 |
Form of Subscription Agreement
5 |
10.3 |
Form of Stock
Option Agreement 6 |
10.4 |
Form of Warrant Certificate
7 |
10.5 |
Settlement
Agreement dated November 13, 2012 with Northern Dynasty Minerals Ltd.
8 |
10.6 |
Convertible Note issued to JSJ
Investments Inc. 9 |
10.7 |
Securities
Purchase Agreement dated October 15, 2014 10 |
10.8 |
Convertible Note dated October
15, 2014 10 |
10.9 |
Investment
Agreement dated December 15, 2014 with Tangiers Capital, LLC 11 |
10.10 |
Registration Rights Agreement
dated December 15, 2014 with Tangiers Capital, LLC |
14.1 |
Code of Ethics
3 |
21.1 |
Subsidiaries: |
|
Big Chunk Corp.,
incorporated in Alaska |
|
Hay Mountain Super Project LLC,
organized in Arizona |
31.1* |
Section 302
Certification under Sarbanes-Oxley Act of 2002 of James Briscoe |
32.1* |
Section 906 Certification under
Sarbanes-Oxley Act of 2002 of James Briscoe |
101.INS* |
XBRL INSTANCE
DOCUMENT |
101.SCH* |
XBRL TAXONOMY EXTENSION SCHEMA |
101.CAL* |
XBRL TAXONOMY
EXTENSION CALCULATION LINKBASE |
101.DEF* |
XBRL TAXONOMY EXTENSION
DEFINITION LINKBASE |
101.LAB* |
XBRL TAXONOMY
EXTENSION LABEL LINKBASE |
101.PRE* |
XBRL TAXONOMY EXTENSION
PRESENTATION LINKBASE |
* Filed herewith.
1 |
Filed as an exhibit to our Registration Statement on Form
SB-2, filed with the SEC on May 14, 2002. |
2 |
Filed as an exhibit to our Quarterly Report on Form
10-QSB, filed with the SEC on December 14, 2007. |
3 |
Filed as an exhibit to our Current Report on Form 8-K,
filed with the SEC on September 1, 2009. |
4 |
Filed as an exhibit to our Current Report on Form 8-K,
filed with the SEC on November 25, 2011. |
5 |
Filed as an exhibit to our Current Report on Form 8-K,
filed with the SEC on December 13, 2011. |
6 |
Filed as an exhibit to our Current Report on Form 8-K,
filed with the SEC on January 23, 2012. |
7 |
Filed as an exhibit to our Current Report on Form 8-K,
filed with the SEC on July 30, 2012. |
8 |
Filed as an exhibit to our Current Report on Form 8-K,
filed with the SEC on November 15, 2012. |
9 |
Filed as an exhibit to our Current Report on Form 8-K,
filed with the SEC on September 2, 2014. |
10 |
Filed as an exhibit to our Current Report on Form 8-K,
filed with the SEC on October 20, 2014. |
11 |
Filed as an exhibit to our Current Report on Form 8-K,
filed with the SEC on December 19, 2014. |
21
SIGNATURES
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 thereunto duly authorized.
LIBERTY STAR URANIUM & METALS CORP.
By: /s/ James Briscoe
James Briscoe, Chairman
Chief Executive Officer,
Chief Financial Officer, and Director
(Principal Executive Officer, Principal Financial Officer
and Principal
Accounting Officer)
Date: June 19, 2015
22
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, James Briscoe, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of
Liberty Star Uranium & Metals Corp. |
|
|
2. |
Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report; |
|
|
4. |
I am responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in the Exchange Act Rule 13a-15(f) and 15d-15(f)) for the
registrant and have: |
|
(a) |
designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to me
by others within those entities, particularly during the period in which
this report is being prepared; |
|
|
|
|
(b) |
designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed
under my supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
|
|
|
|
(c) |
evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report my
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and |
|
|
|
|
(d) |
disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the registrants internal
control over financial reporting; and |
5. |
I have disclosed, based on my most recent evaluation of
internal control over financial reporting, to the registrant s auditors
and the audit committee of the registrants board of
directors: |
|
(a) |
all significant deficiencies and material weaknesses in
the design or operation of internal controls over financial reporting
which are reasonably likely to adversely affect the registrants ability
to record, process, summarize and report financial information;
and |
|
|
|
|
(b) |
any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls over financial
reporting. |
June 19, 2015
/s/ James Briscoe
James Briscoe, Chairman,
Chief
Executive Officer, Chief Financial Officer, and Director
(Principal
Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
The undersigned, James Briscoe, hereby certifies, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) |
the quarterly report on Form 10-Q of Liberty Star Uranium
& Metals Corp. for the period ended April 30, 2015 (the Report
) fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and |
|
|
(2) |
the information contained in the Report fairly presents,
in all material respects, the financial condition and results of
operations of Liberty Star Uranium & Metals
Corp. |
Dated: June 19, 2015
/s/ James Briscoe
James Briscoe, Chairman,
Chief
Executive Officer, Chief Financial Officer, and Director
(Principal
Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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