8-K
LIBERTY STAR URANIUM & METALS CORP. (LBSR)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): January 5, 2022
LibertyStar Uranium & Metals Corp.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
| 000-50071 | 90-0175540 |
|---|---|
| (Commission | (IRS<br> Employer |
| File<br> Number) | Identification<br> No.) |
| 2 East Congress St. Ste 900, Tucson, AZ | 85701 |
| --- | --- |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
(Registrant’s telephone number, including area code): (520) 425-1433
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 (see General Instruction A.2.)
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securitiesregistered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common | LBSR | OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
Item1.01. Entry into a Material Definitive Agreement.
Effective as of January 5, 2022, Liberty Star Uranium & Metals Corp. (the “Company”) entered into Debt Conversion Agreements with Brett Gross, President & CEO, and Peter O’Heeron, Chairman of the Board, pursuant to which each of them agreed to convert their outstanding shareholder advances and loans to the Company into Company securities consisting of shares of common stock and warrants. Mr. Gross converted shareholder advances and loans to the Company totaling $375,357 and Mr. O’Heeron converted shareholder advances and loans totaling $250,830. Upon conversion, the Company debts represented by such shareholder advances and loans were deemed to be satisfied and paid in full. Copies of the Debt Conversion Agreements are attached hereto as Exhibits 3.31 and 3.32.
The debt conversions described above were completed pursuant to, and in accordance with the terms of Company’s current private placement offering. Accordingly, the Company issued units consisting of one share of common stock and ½ warrant to complete the conversion. The shares were issued at a price of $0.269 per share, which is the VWAP for the 4 days immediately preceding the effective date of the conversion. The warrants are exercisable for up to three years at a price of $0.377 per share, which is 140% higher than the price at which the shares were issued. A total of 1,395,379 shares and 697,690 warrants were issued to Mr. Gross and a total of 932,454 shares and 466,227 warrants issued to Mr. O’Heeron. The shares and warrants issued to Mr. Gross and Mr. O’Heeron are restricted securities as defined in Rule 144.
The Company’s board of directors approved the execution of the Debt Conversion Agreements and the issuance of shares of common stock to Mr. Gross and Mr. O’Heeron, with Mr. Gross and Mr. O’Heeron abstaining from participation.
The foregoing descriptions regarding the debt conversion, and declarations by Mr. Gross & Mr. O’Heeron are filed as Exhibits 3.31 and 3.32 respectively to this Current Report on Form 8-K, and of which are incorporated herein by reference.
Item3.02. Unregistered Sales of Equity Securities
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
The exhibits listed in the following Exhibit Index are furnished as part of this Current Report on Form 8-K.
| Exhibit No. | Description |
|---|---|
| 3.31 | Debt Conversion Brett Gross dated as of January 5, 2022 |
| 3.32 | Debt Conversion Peter O’Heeron dated as of January 5, 2022 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| **** | LIBERTY STAR URANIUM & METALS CORP. |
|---|---|
| Dated:<br> January 11, 2022 | /s/ Patricia Madaris |
| Patricia<br> Madaris, VP Finance & CFO |
Exhibit3.31
DEBTCONVERSION AGREEMENT
This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of January 5, 2022 by and between Brett Gross (“Investor”) and Liberty Star Uranium & Metals Corp., a Nevada corporation (the “Company”), with reference to the following facts:
WHEREAS, Investor has provided shareholder advances and/or loans to the Company totaling $375,357 (the “Debt”).
WHEREAS, the Company is currently engaged in a private placement offering of its securities (the “Private Placement”) pursuant to which subscribers may purchase Units, each of which consists of one share of the Company’s Common Stock and one-half warrant to purchase an additional share of the Company’s Common Stock.
WHEREAS, the Company and the Investor desire to satisfy and pay the Debt by converting it into securities of the Company at the price and on the terms of the Private Placement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor and the Company agree as follows:
1. Private Placement Subscription. Effective as of January 5, 2022, the Investor shall execute a Private Placement Subscription Agreement substantially in the form attached hereto as an Exhibit for the purpose of subscribing for the purchase of 1,395,379 Units (the “Units) in the Private Placement at a purchase price of $0.269 per Unit (an aggregate of $375,357). In accordance with the terms of the Private Placement Subscription Agreement, the purchase price for each Unit is the average VWAP of the Company’s Common Stock for the four (4) days immediately preceding the date of subscription. In addition, each full warrant gives the holder the right, for a period of thirty-six months following the date of subscription, to purchase one additional share of the Company’s Common Stock at a price equal to 140% of the Unit purchase price paid by the subscriber.
2. Issuance of Securities. Upon receipt by the Company of the fully executed Private Placement Subscription Agreement, the Company shall instruct its transfer agent to issue a share certificate to the Investor representing a total of 1,395,379 shares of the Company’s Common Stock and to issue a warrant certificate representing 697,690 Warrants to purchase additional shares of Common Stock of the Company pursuant to and in accordance with the terms of the Private Placement.
3. Satisfaction of Debt. Upon receipt by the Investor of the shares of Common Stock and Warrants specified in paragraph 2 above, the Debt shall be deemed to be satisfied and paid in full. By execution of this Agreement, the Investor agrees to execute such additional documents and take such additional steps as the Company deems reasonably necessary and appropriate to acknowledge the full and complete satisfaction of the Debt.
4. Investor Acknowledgements.
(a) Investor acknowledges and agrees that the shares of Common Stock and Warrants are characterized as “restricted securities” under the Securities Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, the “Securities Act”) and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Investor acknowledges and agrees that (i) the shares of Common Stock and the Warrants are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the shares of Common Stock and the Warrants have not yet been registered under the Securities Act, and (ii) such shares of Common Stock and Warrants may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction.
(b) Investor acknowledges and agrees that: (i) the shares of Common Stock and Warrants (have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (ii) Investor is acquiring the securities solely for his own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (iii) Investor is an officer and director of the Company, has a pre-existing business and personal relationship with the Company and has access to, or has had the opportunity to obtain from the Company, such information as desired in order to evaluate the merits and the risks inherent in holding the securities of the Company; (iv) Investor is able to bear the economic risk and lack of liquidity inherent in holding the shares of Common Stock; and (v) Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.
3. Miscellaneous.
(a) Investor is a resident of the State of Arizona.
(b) This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada.
(c) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.
(d) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.
(e) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.
(f) This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument.
This Agreement is entered into and effective as of the date first written above.
| COMPANY: | INVESTOR: |
|---|---|
| Liberty<br> Star Uranium & Metals Corp. | |
| By /s/ Patricia Madaris | By /s/ Brett Gross |
| Patricia<br> Madaris, CFO | Brett<br> Gross, CEO |
Exhibit3.32
DEBTCONVERSION AGREEMENT
This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of January 5, 2022 by and between Peter O’Heeron (“Investor”) and Liberty Star Uranium & Metals Corp., a Nevada corporation (the “Company”), with reference to the following facts:
WHEREAS, Investor has provided shareholder advances and/or loans to the Company totaling $250,830 (the “Debt”).
WHEREAS, the Company is currently engaged in a private placement offering of its securities (the “Private Placement”) pursuant to which subscribers may purchase Units, each of which consists of one share of the Company’s Common Stock and one-half warrant to purchase an additional share of the Company’s Common Stock.
WHEREAS, the Company and the Investor desire to satisfy and pay the Debt by converting it into securities of the Company at the price and on the terms of the Private Placement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor and the Company agree as follows:
1. Private Placement Subscription. Effective as of January 5, 2022, the Investor shall execute a Private Placement Subscription Agreement substantially in the form attached hereto as an Exhibit for the purpose of subscribing for the purchase of 932,454 Units (the “Units) in the Private Placement at a purchase price of $0.269 per Unit (an aggregate of $250,830). In accordance with the terms of the Private Placement Subscription Agreement, the purchase price for each Unit is the average VWAP of the Company’s Common Stock for the four (4) days immediately preceding the date of subscription. In addition, each full warrant gives the holder the right, for a period of thirty-six months following the date of subscription, to purchase one additional share of the Company’s Common Stock at a price equal to 140% of the Unit purchase price paid by the subscriber.
2. Issuance of Securities. Upon receipt by the Company of the fully executed Private Placement Subscription Agreement, the Company shall instruct its transfer agent to issue a share certificate to the Investor representing a total of 932,454 shares of the Company’s Common Stock and to issue a warrant certificate representing 466,227 Warrants to purchase additional shares of Common Stock of the Company pursuant to and in accordance with the terms of the Private Placement.
3. Satisfaction of Debt. Upon receipt by the Investor of the shares of Common Stock and Warrants specified in paragraph 2 above, the Debt shall be deemed to be satisfied and paid in full. By execution of this Agreement, the Investor agrees to execute such additional documents and take such additional steps as the Company deems reasonably necessary and appropriate to acknowledge the full and complete satisfaction of the Debt.
4. Investor Acknowledgements.
(a) Investor acknowledges and agrees that the shares of Common Stock and Warrants are characterized as “restricted securities” under the Securities Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, the “Securities Act”) and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Investor acknowledges and agrees that (i) the shares of Common Stock and the Warrants are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the shares of Common Stock and the Warrants have not yet been registered under the Securities Act, and (ii) such shares of Common Stock and Warrants may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction.
(b) Investor acknowledges and agrees that: (i) the shares of Common Stock and Warrants (have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (ii) Investor is acquiring the securities solely for his own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (iii) Investor is a director of the Company, has a pre-existing business and personal relationship with the Company and has access to, or has had the opportunity to obtain from the Company, such information as desired in order to evaluate the merits and the risks inherent in holding the securities of the Company; (iv) Investor is able to bear the economic risk and lack of liquidity inherent in holding the shares of Common Stock; and (v) Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.
3. Miscellaneous.
(a) Investor is a resident of the State of Texas.
(b) This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada.
(c) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.
(d) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.
(e) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.
(f) This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument.
This Agreement is entered into and effective as of the date first written above.
| COMPANY: | INVESTOR: |
|---|---|
| Liberty<br> Star Uranium & Metals Corp. | |
| /s/<br> Patricia Madaris | /s/<br> Peter O’Heeron |
| Patricia<br> Madaris, CFO | Peter<br> O’Heeron, COB |