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): December 14, 2016

 

Liberty Star Uranium & Metals Corp.
(Exact Name of Registrant as Specified in its Charter)
 
Nevada
(State or Other Jurisdiction of Incorporation)

 

000-50071   90-0175540
(Commission File Number)   (IRS Employer Identification No.)
     
5610 E. Sutler Lane, Tucson, AZ   85712
(Address of Principal Executive Offices)   (Zip Code)

 

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

 

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 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.

 

On December 14, 2016, Liberty Star Uranium & Metals Corp. (the “Company”) issued a convertible promissory note (the “Note”) to Tangiers Investment Group, LLC (“Tangiers”) in the principal amount of $110,000, which includes a 10% original issue discount (“OID”) on any consideration paid. Tangiers made an initial payment to the Company under the Note of $33,000, which includes a 10% OID. The Company may accept additional funding under the Note from Tangiers if and when both parties agree. The Company is only required to repay the amount funded under the Note, and not any unfunded amounts.

 

The Note bears interest at 12% and matures one year from the effective date of each payment. Each payment is convertible by Tangiers after 180 days at a price equal to 62.5% of the average volume weighted average prices of the Company’s common stock during the five trading days prior to the conversion date.

 

There is no prepayment penalty for payments made under 150 days from the effective date of a funding. Between the 151 st and 180 th days after a funding, the Company may prepay the Note, in whole or in part, by paying 130% of the principal amount.

 

On February 2, 2017, the Company and Tangiers entered into Amendment #1 to the Note (“Amendment #1”). Amendment #1 provides that, on or before February 2, 2017, Tangiers would make a payment to the Company of $77,000, which includes a 10% OID.

 

Also on February 2, 2017, the Company and Tangiers entered into Amendment #2 to the Note (“Amendment #2”). Amendment #2 provides that the conversion price under the Note is equal to 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to Tangier’s conversion election. The default percentages of 5% and 10% of the discount of conversion price point remained the same other than reflecting the amended discount price. In addition, the provision in the Note relating to a right of first refusal was removed by Amendment #2.

 

The foregoing descriptions of the Note, Amendment #1 and Amendment #2 are not complete descriptions of all of the parties’ rights and obligations under the agreements and are qualified in their entireties by reference to the Note, Amendment #1 and Amendment #2, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and each of which is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 9.01. 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
10.1   Promissory Note issued to Tangiers Investment Group, LLC dated December 14, 2016.
     
10.2   Amendment #1 dated February 2, 2017 by and between Liberty Star Uranium & Metals Corp. and Tangiers Investment Group, LLC.
     
10.3   Amendment #2 dated February 2, 2017 by and between Liberty Star Uranium & Metals Corp. and Tangiers Investment Group, LLC.

 

 

 

 

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: February 8, 2017 /s/ James Briscoe
  James Briscoe
  Chief Executive Officer, Chief Financial Officer & President

 

 

 

 

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

     
   

 

 

 

 

AMENDMENT #1

 

TO THE $110,000 PROMISSORY NOTE DATED DECEMBER 14, 2016

 

The parties agree that the $110,000 Convertible Promissory Note (the “Note”) by and between Liberty Star Uranium & Metals Corp. (the “Borrower”) and Tangiers Investment Group, LLC (the “Lender”) is hereby amended as follows:

 

1. Payment . The Lender shall make a payment to the Borrower of $77,000 of Consideration ($70,000 in cash and $7,000 in an OID) under the Note on or before February 2, 2017.
   
2. Independent Transactions . The Borrower understands and agrees that the Note sets forth the terms for a series of independent transactions in which the Lender may elect to make a payment of Consideration to the Borrower with each payment of Consideration creating a separate obligation of the Borrower to the Lender with the terms set forth in the Note. Accordingly, the Maturity Date of each payment of Consideration, and the repayment terms for each payment of Consideration, are as set forth in the Note.

 

ALL OTHER TERMS AND CONDITIONS OF THE NOTE REMAIN IN FULL FORCE AND EFFECT.

 

Please indicate acceptance and approval of this amendment dated February 2, 2017 by signing below:

 

     
Liberty Star Uranium & Metals Corp.   Tangiers Investment Group, LLC
       
By:   By: Robert Papiri
       
Its:   Its: Managing Member

 

 
 

 

 

 

AMENDMENT #2

 

TO THE $110,000 PROMISSORY NOTE DATED DECEMBER 14, 2016

 

The parties agree that the $110,000 Convertible Promissory Note (the “Note”) by and between Liberty Star Uranium & Metals Corp. (the “Borrower”) and Tangiers Investment Group, LLC (the “Lender”) is hereby amended as follows:

 

1. The Conversion Price . The provision in the Convertible Note pertaining to “Conversion Price” is hereby amended and restated in its entirety as set forth below:

 

“Conversion Price” shall be equal to the lower of: a) 60% of the lowest trading price of the Company’s common stock during the 20 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note. If the Company is placed on “chilled” status with the Depository Trust Company (“ DTC ”), the discount shall be increased by 5%, i.e. from 40% to 45%, until such chill is remedied. If the Company is not Deposits and Withdrawal at Custodian (“ DWAC ”) eligible through their Transfer Agent and DTC’s Fast Automated Securities Transfer (“ FAST ”) system, the discount will be increased by 5%, i.e., from 40% to 45%. In the case of both, the discount shall be a cumulative increase of 10%, i.e., from 40% to 50%. Any default of this Note not remedied within the applicable cure period will result in a permanent additional 10% increase, i.e., from 40% to 50%, in addition to any other discount, as provided above, to the Conversion Price discount.

 

2. The Right of First Refusal . The provision in the Convertible Note pertaining to “Right of First Refusal” is hereby removed.

 

ALL OTHER TERMS AND CONDITIONS OF THE NOTE REMAIN IN FULL FORCE AND EFFECT.

 

Please indicate acceptance and approval of this amendment dated February 2, 2017 by signing below:

 

     
Liberty Star Uranium & Metals Corp.   Tangiers Investment Group, LLC
       
By:   By: Robert Papiri
       
Its:   Its: Managing Member