UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)   July 25, 2012
 
LIBERTY STAR URANIUM & METALS CORP.
(Exact name of registrant as specified in its charter)

Nevada
 
000-50071
 
90-0175540
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

5610 E. Sutler Lane, Tucson, Arizona 85712
(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code
520-731-8786

N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
 
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
 
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
 

 
 

 
Item 1.01     Entry into a Material Definitive Agreement.
 
Please see the disclosure under Item 3.02.
 
Item 3.02     Unregistered Sales of Equity Securities.
 
On July 23, 2012, we sold 1,501,502 units at a price of $0.0333 per unit to one investor for gross proceeds of $50,000.  Each unit consisted of one common share of our company and one non-transferable share purchase warrant.  Each share purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.0466 until July 23, 2015.  The investor is a U.S. Person and is an accredited investor and in issuing securities to the investor we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D promulgated thereunder.
 
Item 9.01
Financial Statements and Exhibits
 
(d)
Exhibits
 
10.1
Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on November 15, 2010)
 
10.2*


 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
LIBERTY STAR URANIUM & METALS CORP.
 

By:   /s/ James Briscoe                                                                            
James Briscoe, Chief Executive Officer and Director
Date: July 30, 2012


 
 

 
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THESE WARRANTS AND THE SECURITIES THAT MAY BE ISSUED UPON THE EXERCISE OF THESE WARRANTS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT 5:00 P.M. ON _____________.
 
SHARE PURCHASE WARRANTS TO PURCHASE SHARE OF COMMON STOCK OF
 
LIBERTY STAR URANIUM & METALS CORP.
 
Warrant # _______________
No. of Warrants: ______________
 
THIS IS TO CERTIFY THAT ___________________ (the “Holder” ) has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, _________________ fully paid and non-assessable shares of common stock (the “Shares” ) in the capital of Liberty Star Uranium & Metals Corp. (hereinafter called the “Company” ) on or before 5:00 p.m. on _________________ (the “Expiry Date” ) at a price per Share of US$_________ (the “Exercise Price” ) on the terms and conditions attached hereto as Appendix A (the “Terms and Conditions” ).
 
 
1.
These Warrants are issued subject to the Terms and Conditions, and the Warrant Holder may exercise the right to purchase Shares only in accordance with those Terms and Conditions.
 
 
2.
Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder hereof or any other person to subscribe for or purchase any Shares at any time subsequent to the Expiry Date, and from and after such time, this Warrant and all rights hereunder will be void and of no value.
 
IN WITNESS WHEREOF the Company has executed this Warrant Certificate this ______ day of _____________________.
 
LIBERTY STAR URANIUM & METALS CORP.
 

 

 
Per:          _________________________________
Authorized Signatory

 
 

 

APPENDIX A

TERMS AND CONDITIONS dated __________________, attached to the Warrants issued by Liberty Star Uranium & Metals Corp.
 
1.  
INTERPRETATION
 
1.1   Definitions
 
In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:
 
(a)  
“Company” means Liberty Star Uranium & Metals Corp. until a successor corporation will have become such as a result of consolidation, amalgamation or merger with or into any other corporation or corporations, or as a result of the conveyance or transfer of all or substantially all of the properties and estates of the Company as an entirety to any other corporation and thereafter “Company” will mean such successor corporation;
 
(b)  
“Company’s Auditors” means an independent firm of accountants duly appointed as auditors of the Company;
 
(c)  
“Director” means a director of the Company for the time being, and reference, without more, to action by the directors means action by the directors of the Company as a Board, or whenever duly empowered, action by an executive committee of the Board;
 
(d)  
“herein”, “hereby” and similar expressions refer to these Terms and Conditions as the same may be amended or modified from time to time; and the expression “Article” and “Section,” followed by a number refer to the specified Article or Section of these Terms and Conditions;
 
(e)  
“person” means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning;
 
(f)  
“Shares” means the shares of common stock in the capital of the Company as constituted at the date hereof and any shares resulting from any subdivision or consolidation of such shares;
 
(g)  
“Subscription Agreement” means the subscription agreement between the Company and the Warrant Holder pursuant to which these Warrants were issued.
 
(h)  
“Warrant Holders” or “Holders” means the holders of the Warrants; and
 
(i)  
“Warrants” means the warrants of the Company issued and presently authorized and for the time being outstanding.
 
1.2   Gender
 
Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.
 
1.3   Interpretation not affected by Headings
 
The division of these Terms and Conditions into Articles and Sections, and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation thereof.
 
1.4   Applicable Law
 
The Warrant and the terms hereof are governed by the laws of the State of Nevada and the federal laws applicable therein.

 
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ISSUE OF WARRANTS
 
1.5   Additional Warrants
 
The Company may at any time and from time to time issue additional warrants or grant options or similar rights to purchase shares of its capital stock.
 
1.6   Warrants to Rank Pari Passu
 
All Warrants and additional warrants, options or similar rights to purchase shares from time to time issued or granted by the Company, will rank pari passu whatever may be the actual dates of issue or grant thereof, or of the dates of the certificates by which they are evidenced.
 
1.7   Issue in substitution for Lost Warrants
 
(a)  
In case a Warrant becomes mutilated, lost, destroyed or stolen, the Company, at its discretion, may issue and deliver a new Warrant of like date and tenor as the one mutilated, lost, destroyed or stolen, in exchange for and in place of and upon cancellation of such mutilated Warrant, or in lieu of, and in substitution for such lost, destroyed or stolen Warrant and the substituted Warrant will be entitled to the benefit hereof and rank equally in accordance with its terms with all other Warrants issued or to be issued by the Company.
 
(b)  
The applicant for the issue of a new Warrant pursuant hereto will bear the cost of the issue thereof and in case of loss, destruction or theft furnish to the Company such evidence of ownership and of loss, destruction, or theft of the Warrant so lost, destroyed or stolen as will be satisfactory to the Company in its discretion and such applicant may also be required to furnish indemnity in amount and form satisfactory to the Company in its discretion, and will pay the reasonable charges of the Company in connection therewith.
 
1.8   Warrant Holder Not a Shareholder
 
The holding of a Warrant will not constitute the Holder thereof as a shareholder of the Company, nor entitle him to any right or interest in respect thereof except as in the Warrant expressly provided.
 
2.  
NOTICE
 
2.1   Notice to Warrant Holder
 
Any notice required or permitted to be given to the Holder will be in writing and may be given by overnight courier, electronic facsimile transmission or other means of electronic communication capable of producing a printed copy to the address of the Holder appearing on the Holder’s Warrant or to such other address as any Holder may specify by notice in writing to the Company, and any such notice will be deemed to have been given and received by the Holder to whom it was addressed if sent by courier, on the second day following the sending by courier thereof, if by facsimile or other electronic communication, on successful transmission, or, if delivered, on delivery.
 
2.2   Notice to the Company
 
Any notice required or permitted to be given to the Company will be in writing and may be given by overnight courier, electronic facsimile transmission or other means of electronic communication capable of producing a printed copy to the address of the Company set forth below or such other address as the Company may specify by notice in writing to the Holder, and any such notice will be deemed to have been given and received by the Company to whom it was addressed if sent by courier, on the second day following the sending by courier thereof, if by facsimile or other electronic communication, on successful transmission, or, if delivered, on delivery:

 
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Liberty Star Uranium & Metals Corp.
5610 E Sutler Lane
Tucson, Arizona 85712
 
Attention: President
 
Email: jbriscoe@libertystaruranium.com
 
3.  
EXERCISE OF WARRANTS
 
3.1   Legends
 
Please note that all share certificates issued upon exercise hereof must be legended as follows:
 
“THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”
 
3.2   Method of Exercise of Warrants
 
The right to purchase shares conferred by the Warrants may be exercised by the Holder surrendering the Warrant Certificate representing same, with a duly completed and executed form of exercise attached hereto and a bank draft or certified check payable to the Company for the purchase price applicable at the time of surrender in respect of the shares subscribed for in lawful money of the United States of America, to the Company at the address set forth in, or from time to time specified by the Company pursuant to, Section 3.2.
 
3.3   Effect of Exercise of Warrants
 
(a)  
Upon surrender and payment as aforesaid the shares so subscribed for will be deemed to have been issued and such person or persons will be deemed to have become the Holder or Holders of record of such shares on the date of such surrender and payment, and such shares will be issued at the subscription price in effect on the date of such surrender and payment.
 
(b)  
Within ten business days after surrender and payment as aforesaid, the Company will forthwith cause to be delivered to the person or persons in whose name or names the shares so subscribed for are to be issued as specified in such subscription or mailed to him, her or them at his, her or their respective addresses specified in such subscription, a certificate or certificates for the appropriate number of shares not exceeding those which the Warrant Holder is entitled to purchase pursuant to the Warrant surrendered.
 
3.4   Subscription for Less Than Entitlement
 
The Holder of any Warrant may subscribe for and purchase a number of shares less than the number which the Holder is entitled to purchase pursuant to the surrendered Warrant. In the event of any purchase of a number of shares less than the number which can be purchased pursuant to a Warrant, the Holder thereof upon exercise thereof will in addition be entitled to receive a new Warrant in respect of the balance of the shares which the Holder is entitled to purchase pursuant to the surrendered Warrant and which are not then purchased.

 
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Warrants for Fractions of Shares
 
To the extent that the Holder of any Warrant is entitled to receive on the exercise or partial exercise thereof a fraction of a share, such right may be exercised in respect of such fraction only in combination with another Warrant or other Warrants which in the aggregate entitle the Holder to receive a whole number of such shares.
 
3.5   Expiration of Warrants
 
After the expiration of the period within which a Warrant is exercisable, all rights thereunder will wholly cease and terminate and such Warrant will be void and of no effect.
 
3.6   Time of Essence
 
Time will be of the essence hereof.
 
3.7   Subscription Price
 
Each Warrant is exercisable at a price per share (the “Exercise Price” ) of US$______, subject to adjustment as described in section 4.9 below.  One (1) Warrant and the Exercise Price are required to subscribe for each share during the term of the Warrants.
 
3.8   Adjustment of Exercise Price
 
(a)  
The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following:
 
(i)  
If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.
 
(ii)  
In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “ Reorganization ”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization.
 
In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants.
 
The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.9 (a)(ii).
 
(b)  
The adjustments provided for in this Section 4.9 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

 
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(c)  
Determination of Adjustments
 
If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section  4.9 , such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.
 
4.  
WAIVER OF CERTAIN RIGHTS
 
4.1   Immunity of Shareholders, etc.
 
The Warrant Holder, as part of the consideration for the issue of the Warrants, waives and will not have any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future incorporator, shareholder, director or officer (as such) of the Company for the issue of shares pursuant to any Warrant or on any covenant, agreement, representation or warranty by the Company herein contained or in the Warrant.
 
5.  
MODIFICATION OF TERMS, ETC.
 
5.1   Modification of Terms and Conditions for Certain Purposes
 
From time to time the Company may, subject to the provisions of these presents, modify the Terms and Conditions hereof, for the purpose of correction or rectification of any ambiguities, defective provisions, errors or omissions herein.
 
5.2   Warrants Not Transferable
 
The Warrant and all rights attached to it are not transferable.
 
DATED as of the date first above written in these Terms and Conditions.
 
LIBERTY STAR URANIUM & METALS CORP.
 

 

 
Per:       ___________________________________    
                                           Authorized Signatory
 


 
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FORM OF EXERCISE
 
TO:
Liberty Star Uranium & Metals Corp.
 
 
5610 E Sutler Lane
 
 
Tucson, Arizona 85712

 
Terms which are not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant Certificate dated __________________ (the “Warrant Certificate” ) held by the undersigned and issued by Liberty Star Uranium & Metals Corp. (the “Company” ).
 
The undersigned hereby exercises the right to acquire ____________ shares of common stock (the “Shares” ) of the Company in accordance with and subject to the provisions of such Warrant Certificate and hereby makes payment of the purchase price in full for the said number of Shares.
 
The undersigned represents that, at the time of the exercise of these Warrants, all of the representations and warranties contained in the Subscription Agreement are true and accurate.
 
The undersigned hereby directs that the Shares be registered as follows:
NAME(S) IN FULL
 
ADDRESS(ES)
 
NUMBER OF SHARES
         
         
   
TOTAL:
   
 
(Please print full name in which share certificates are to be issued, stating whether Mr., Mrs. or Miss is applicable).
 
DATED this ________  day of __________________ , ______.
 
In the presence of:
 

 
Signature of Witness                                                                           Signature of Warrant Holder
 
Please print below your name and address in full.
 
Name (Mr./Mrs./Miss)                                                                                                                     
 
Address                                
 

 
INSTRUCTIONS FOR EXERCISE
 
The signature to the form of exercise must correspond in every particular with the name written upon the face of the Warrant without alteration or enlargement or any change whatever.  If there is more than one subscriber, all must sign.  In the case of persons signing by agent or attorney or by personal representative(s), the authority of such agent, attorney or representative(s) to sign must be proven to the satisfaction of the Company.
 


 
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