10-Q 1 form10-q.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended April 30, 2022

 

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.)

 

2 East Congress Street Ste. 900, Tucson, Arizona   85701
(Address of principal executive offices)   (Zip code)

 

520-425-1433

(Registrant’s 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 Securities Exchange Act of 1934 during the preceding 12 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 ☒ 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 ☒ 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
    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 provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchanged on Which Registered
Common   LBSR   OTCQB

 

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 13,778,961 common shares as of June 17, 2022.

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
  PART I  
     
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
Item 4. Controls and Procedures 18
     
  PART II  
     
Item 1. Legal Proceedings 19
Item 1A. Risk Factors 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Mine Safety Disclosures 19
Item 5. Other Information 19
Item 6. Exhibits 20
  Signatures 21

 

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 industry’s 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 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 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, Hay Mountain Holdings, LLC, Earp Ridge Mines LLC and Red Rock Mines 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.

Consolidated Balance Sheets

(Unaudited)

 

           
  

April 30,

2022

  

January 31,

2022

 
         
Assets          
           
Current:          
Cash and cash equivalents  $121,856   $102,741 
Prepaid expenses   30,617    13,066 
Total current assets   152,473    115,807 
           
Property and equipment, net   26,264    27,722 
Total assets  $178,737   $143,529 
           
Liabilities and Stockholders’ Deficit          
           
Current:          
Accounts payable and accrued liabilities  $265,695   $486,629 
Accounts payable to related parties   -    51,119 
Accrued wages to related parties   51,762    811,711 
Note payable   24,750    - 
Notes payable to related parties   -    13,121 
Convertible promissory note, net of unamortized debt discount of $41,882 and $20,178   260,718    181,122 
Derivative liability   815,452    - 
Total current liabilities   1,418,377    1,543,702 
           
Long-term:          
Long-term debt - SBA   32,400    64,897 
Total long-term liabilities   32,400    64,897 
           
Total liabilities   1,450,777    1,608,599 
           
Commitments and Contingencies (Note 10)   -    - 
           
Stockholders’ deficit:          
Class A Common stock - $.00001 par value; 200,000 authorized; 102,000 shares issued and outstanding   1    1 
           
Common stock - $.00001 par value; 24,800,000 authorized; 13,603,056 and 13,458,752 shares issued and outstanding, respectively   136    135 
Additional paid-in capital   55,884,807    56,503,616 
Accumulated deficit   (57,156,984)   (57,968,822)
Total stockholders’ deficit   (1,272,040)   (1,465,070)
           
Total liabilities and stockholders’ deficit  $178,737   $143,529 

 

The accompanying notes are an integral part of the unaudited consolidated financial statements

 

3

 

 

Liberty Star Uranium & Metals Corp.

Consolidated Statements of Operations

(Unaudited)

 

           
   For the three months ended 
   April 30, 
   2022   2021 
         
Revenues  $-   $- 
Expenses:          
Geological and geophysical costs   676    1,759 
Salaries and benefits   43,770    36,559 
Professional services   28,784    40,284 
General and administrative   35,985    15,490 
Net operating expenses   109,215    94,092 
Loss from operations   (109,215)   (94,092)
           
Other income (expense):          
Interest expense   (40,034)   (38,184)
Gain on forgiveness of SBA loan   32,851    - 
Gain on settlement of debt   998,284    - 
Gain (loss) on change in fair value of derivative liability   (70,048)   50,652 
Total other income (expense)   921,053    12,468 
Net income (loss)  $811,838   $(81,624)
           
Net income (loss) per share of common stock - basic   $0.06   $(0.01)
Net income (loss) per share of common stock - diluted  $0.06   $(0.01)
           
Weighted average number of shares of common stock outstanding:        
Basic   

13,475,455

    

10,041,420

 
Diluted   

13,595,094

    

10,041,420

 

 

The accompanying notes are an integral part of the unaudited consolidated financial statements

 

4

 

 

Liberty Star Uranium & Metals Corp.

Consolidated Statements of Changes in Stockholders’ Deficit

For the three months ended April 30, 2022 and 2021

(Unaudited)

 

                                         
  

Class A

Common stock

   Common stock  

Common stock

to be

   Additional paid-in   Accumulated   Total Stockholders’ 
   Shares   Amount   Shares   Amount   Issued   Capital   Deficit   Deficit 
                                 
Balance, January 31, 2022   102,000   $1    13,458,752   $135   $-   $56,503,616   $(57,968,822)  $(1,465,070)
Shares issued for conversion of notes   -    -    144,304    1    -    44,999    -    45,000 
Options issued related to settlement agreement   -    -    -    -    -    44,706    -    44,706 
Reclass of APIC to derivative liabilities for tainted warrants   -    -    -    -    -    (731,226)   -    (731,226)
Resolution of derivative liabilities due to debt conversions   -    -    -    -    -    22,712    -    22,712 
Net income for the three months ended April 30, 2022   -    -    -    -    -    -    811,838    811,838 
Balance, April 30, 2022   102,000   $1    13,603,056   $136   $-   $55,884,807   $(57,156,984)  $(1,272,040)
                                         
Balance, January 31, 2021   102,000   $1    9,902,052   $99   $15,000   $55,503,564   $(57,530,141)  $(2,011,477)
Issuance of common stock and warrants in private placement and warrant exercises   -    -    116,230    1    (15,000)   122,099    -    107,100 
Shares issued for conversion of notes   -    -    33,881    1    -    26,999    -    27,000 
Reclass of APIC to derivative liabilities for tainted warrants   -    -    -    -    -    (293,528)   -    (293,528)
Resolution of derivative liabilities due to debt conversions and untainted warrants   -    -    -    -    -    17,406    -    17,406 
Net loss for the three months ended April 30, 2021   -    -    -    -    -    -    (81,624)   (81,624)
Balance, April 30, 2021   102,000   $1    10,052,163   $101   $-   $55,376,540   $(57,611,765)  $(2,235,123)

 

The accompanying notes are an integral part of the unaudited consolidated financial statements

 

5

 

 

Liberty Star Uranium & Metals Corp.

Consolidated Statements of Cash Flows

(Unaudited)

 

           
   For the three months ended 
   April 30, 
   2022   2021 
         
Cash flows from operating activities:          
Net income (loss)  $811,838   $(81,624)
Adjustments to reconcile net income (loss) to net cash used in operating activities:          
Depreciation   1,458    1,459 
Amortization of debt discounts   34,486    23,306 
(Gain) loss on change in fair value of derivative liabilities   70,048    (50,652)
Gain on forgiveness of SBA loan   (32,851)   - 
Gain on settlement of debt   (998,284)   - 
Changes in assets and liabilities:          
Prepaid expenses   7,199    (1,363)
Accounts payable and accrued expenses   (1,779)   18,274 
Accrued interest   -    11,167 
Cash flows used in operating activities:   (107,885)   (79,433)
           
Cash flows from financing activities:          
Proceeds from notes payable   -    32,497 
Proceeds from convertible promissory notes   127,000    60,000 
Proceeds from the issuance of common stock and warrants   -    105,000 
Proceeds from exercise of warrants   -    2,100 
Net cash provided by financing activities   127,000    199,597 
           
Increase in cash and cash equivalents   19,115    120,164 
Cash and cash equivalents, beginning of period   102,741    6,718 
Cash and cash equivalents, end of period  $121,856   $126,882 
           
Supplemental disclosure of cash flow information:          
Income tax paid  $-   $- 
Interest paid  $-   $- 
           
Supplemental disclosure of non-cash items:          
Resolution of derivative liabilities due to debt conversions and untainted warrants  $22,712   $17,406 
Reclass of APIC to derivative liabilities for tainted warrants  $731,226   $293,528 
Debt discounts due to derivative liabilities  $36,890   $64,823 
Common stock issued for conversion of debt and interest  $45,000   $27,000 
Expenses paid by related party on behalf of the Company  $-   $22,376 
Prepaid insurance financed with note payable  $24,750   $- 

 

The accompanying notes are an integral part of the unaudited consolidated financial statements

 

6

 

 

LIBERTY STAR URANIUM & METALS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 – Basis of Presentation

 

The consolidated financial statements included herein have been prepared by Liberty Star Uranium & Metals Corp. (the “Company”, “we”, “our”) 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, 2022 as filed with the SEC under the Securities and Exchange Act of 1934 (the “Exchange Act”) on May 17, 2022. 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 omitted, as permitted by the SEC, although we believe the disclosures which are made are adequate to make the information presented not misleading. The consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at April 30, 2022 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, 2022 are not necessarily indicative of the results to be expected for the full year.

 

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 Company’s 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 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.

 

7

 

 

       Fair value measurements at reporting date using: 
Description  Fair Value   Quoted prices in
active markets
for identical
liabilities
(Level 1)
   Significant
other
observable
inputs
(Level 2)
   Significant
unobservable
inputs
(Level 3)
 
Warrant and convertible note derivative liability at April 30, 2022  $815,452    -    -   $815,452 
Warrant and convertible note derivative liability at January 31, 2022  $-    -    -   $- 

 

Our financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities, notes payable, convertible notes payable, and derivative liability. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments. With the exception of the derivative 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 of derivative liability.

 

Income Taxes

 

Income taxes are recorded using the asset and liability method. Under the asset and liability method, tax assets and liabilities are recognized for the tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess. Interest and penalties associated with unrecognized tax benefits, if any, are classified as additional income taxes in the statement of operations. The current period net income will be offset against the prior periods net operating losses which were approximately $32 million as of January 31, 2022 resulting in no current period income tax expense or benefit.  The Company continues to record a valuation allowance to fully offset the deferred tax asset.

 

Reclassification

 

Certain reclassifications may have been made to our prior year’s financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit.

 

NOTE 4 – Related party transactions

 

Our CEO, Brett Gross, was elected as President and Chief Executive Officer on December 7, 2018 and received no compensation for these services during the three months ended April 30, 2022 and 2021.

 

Accrued Wages

 

As of April 30, 2022 and January 31, 2022, we had a balance of accrued unpaid wages of $15,625 to a former President and $36,137 to Patricia Madaris, VP Finance & CFO.

 

Other

 

On April 22, 2022, the Company reached terms of settlement of the litigation Case No. C20194139, involving our former CEO, James Briscoe, previously filed in the Superior Court of Arizona. Effective April 22, 2022, the Company’s board of directors voted on, accepted and the settlement is now hereby approved, ratified, and confirmed (See Note 10).

 

NOTE 5 – Stock options

 

Qualified and Non-qualified incentive stock options outstanding at April 30, 2022 are as follows:

 

  

Number of

options

 

Weighted average

exercise

price per share

 
Outstanding, January 31, 2022  145,250  $2.965 
Granted  118,760   16.97 
Expired  -   - 
Exercised  -   - 
Outstanding, April 30, 2022  264,010  $9.27 
         
Exercisable, April 30, 2022  264,010  $9.27 

 

8

 

 

These options had a weighted average remaining life of 17.02 years and an aggregate intrinsic value of $0 as of April 30, 2022.

 

On April 22, 2022, the Company reached terms of settlement of the litigation Case No. C20194139, involving our former CEO, James Briscoe (see Note 14). As part of the terms of settlement, the Company will reinstate Mr. Briscoe’s stock options that expired following his resignation from the Board. This reinstatement will be on the same terms as originally issued, as evidenced in the August 10, 2010, Stock Option Agreement and October 11, 2016, Stock Option Agreement, each as adjusted for the February 25, 2021, reverse stock split, and pursuant to the Company’s 2010 Stock Option Plan, except for the option exercise window, which will be expanded to 30 years. A total of 118,760 stock options were reinstated for Mr. Briscoe, which is comprised of 105,000 options with an exercise price of $19.00 and 13,760 options with an exercise price of $1.50. The total fair value of these option grants at issuance was $44,706.

 

NOTE 6 – Warrants

 

As of April 30, 2022, there were 2,164,167 purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of 3.11 years and a weighted average exercise price of $1.12 per warrant for one common share. The warrants had an aggregate intrinsic value of $51,548 as of April 30, 2022.

 

Stock warrants outstanding at April 30, 2022 are as follows:

 Schedule of Stock Warrants Outstanding

  

Number of

warrants

 

Weighted average

exercise

price per share

 
Outstanding, January 31, 2022  2,164,167  $2.16 
Issued  -   - 
Expired  -   - 
Exercised  -   - 
Outstanding, April 30, 2022  2,164,167  $1.12 
         
Exercisable, April 30, 2022  1,656,685  $0.86 

 

As of May 18, 2022, the Company extended all warrants issued by the Company which expired or will expire during the year 2022. These warrants are extended for an additional three years. All other terms of the warrants remain unchanged, fully considering the reverse split effective on February 25, 2021, which applied equivalently to price and number of shares for all warrants.

 

NOTE 7 – Derivative Liabilities

 

The embedded conversion feature in the convertible debt instruments that the Company issued (See Note 8), that became convertible during the three months ended April 30, 2022, 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. These convertible notes 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.

 

9

 

 

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 note when it became convertible and upon settlement, and warrants upon tainting, were as follows:

 

  The stock projections are based on the historical volatilities for each date. These volatilities were in the 75.4% to 187.4% 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.

 

Using the results from the model, the Company recorded a derivative liability during the three months ended April 30, 2022 of $731,226 for newly granted and existing warrants (see Note 6) that were tainted and a derivative liability of $36,890 for the fair value of the convertible feature included in the Company’s convertible debt instruments. The derivative liability recorded for the convertible feature created a “day 1” derivative loss of $0 and a debt discount of $36,890 that was amortized over the remaining term of the note using the effective interest rate method. Interest expense related to the amortization of this debt discount for the three months ended April 30, 2022, was $24,389. The remaining unamortized debt discount related to the derivative liability was $12,501 as of April 30, 2022.

 

10

 

 

During the three months ended April 30, 2022, the Company recorded a reclassification from derivative liability to equity of $0 for warrants becoming untainted and $22,712 due to the conversions of a portion of the Company’s convertible notes. The Company also recorded the change in the fair value of the derivative liability as a loss of $70,048 to reflect the value of the derivative liability for warrants and convertible notes as of April 30, 2022.

 

During the three months ended April 30,2021, the Company recorded a reclassification from derivative liability to equity of $0 for warrants becoming untainted and $17,406 due to the conversions of a portion of the Company’s convertible notes. The Company also recorded the change in the fair value of the derivative liability as a gain of $50,652 to reflect the value of the derivative liability for warrants and convertible notes as of April 30, 2021.

 

The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liability:

 

   Three months ended April 30, 
   2022   2021 
Beginning balance  $-   $- 
Total (gain) loss   70,048    (50,652)
Settlements   (22,712)   (17,406)
Additions recognized as debt discount   36,890    64,823 
Additions due to tainted warrants   731,226    293,528 
Ending balance  $815,452   $290,293 
           
Change in unrealized (gain) loss included in earnings relating to derivatives  $70,048   $(50,652)

 

NOTE 8 – Long-term debt and convertible promissory notes

 

Following is a summary of convertible promissory notes:

 

   April 30, 2022   January 31, 2022 
         
8% convertible note payable issued October 2021, due October 2022  $24,300   $69,300 
8% convertible note payable issued November 2021, due November 2022   69,000    69,000 
8% convertible note payable issued December 2021, due December 2022   63,000    63,000 
8% convertible note payable issued February 2022, due February 2023   74,800    - 
8% convertible note payable issued April 2022, due April 2023   71,500    - 
Convertible note payable   302,600    201,300 
Less debt discount   (41,882)   (20,178)
Less current portion of convertible notes   (260,718)   (181,122)
Long-term convertible notes payable  $-   $- 

 

On February 7, 2022, the Company entered into a convertible promissory note with Sixth Street in the aggregate principal amount of $74,800 (the “February 2022 Note”). The note bears interest at 8%, with an Original Issue Discount of $9,800, matures on February 7, 2023, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to conversion.

 

11

 

 

On April 25, 2022, the Company entered into a convertible promissory note with Sixth Street in the aggregate principal amount of $71,500 (the “April 2022 Note”). The note bears interest at 8%, with an Original Issue Discount of $8,000, matures on April 25,2023, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to conversion.

 

During the three months ended April 30, 2022 and 2021, the Company recorded debt discounts of $36,890 and $64,823, respectively, due to the derivative liabilities, and original issue debt discounts of $19,300 and $3,000, respectively, due to the convertible notes. The Company recorded amortization of these discounts of $34,486 and $23,306 for the three months ended April 30, 2022 and 2021, respectively.

 

Notes Payable

 

On June 22, 2020, the Company received loan proceeds of $32,300 (net of $100 loan fee) under the SBA’s Economic Injury Disaster Loan program (“EIDL”). The EIDL loan, dated June 16, 2020, bears interest at 3.75%, has a 30-year term, is secured by substantially all assets of the Company, and is due in monthly installments of $158 beginning June 18, 2021 (extended to June 18, 2023).

 

On February 16, 2021, the Company received loan proceeds of $32,497 under the Payroll Protection Program (“PPP”). The PPP loan bears interest at 1%, has a 5-year term, and is due in equal monthly installments beginning July 19, 2022. In March 2022, the Company’s SBA PPP loan was forgiven in full resulting in a gain on forgiveness of debt of $32,497 of principal and $354 of interest.

 

In April 2022, the Company entered into a Premium Finance Agreement related to an insurance policy. The policy premiums total $33,400 for a one year policy period. The Company financed $24,750 of the policy over a nine month period. The monthly payments under the agreement are due in nine installments of $2,871, at an annual interest rate of 10.45%.

 

As of April 30, 2022, the notes payable, net balance was $57,150, which include long term notes payable of $32,400 and current portion of notes payable of $24,750, with accrued interest of $2,274. As of January 31, 2022, the notes payable, net balance was $64,897, which include term long notes payable of $64,897 and current portion of notes payable of $0, with accrued interest of $2,287.

 

NOTE 9 – Stockholders’ deficit

 

Common Stock

 

Our undesignated 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.

 

During the three months ended April 30, 2022, the Company issued a total of 144,304 shares of our common stock for conversions of $45,000 of convertible notes payable at exercise prices ranging from $0.3051 to $0.3207.

 

NOTE 10 – Commitments and contingencies

 

We currently rent a storage space for $45 per month in Tombstone, Arizona on a month-to-month basis.

 

We are required to pay annual rentals for Liberty Star’s federal lode mining claims for the Tombstone project in the State of Arizona. The rental period begins at noon on September 1st through the following September 1st and rental payments are due by the first day of the rental period. The annual rentals are $165 per claim. The rentals due by September 1, 2022 for the period from September 1, 2022 through September 1, 2023 of $15,345 have not been paid yet, but we plan to pay when due.

 

We are required to pay annual rentals for our Arizona State Land Department Mineral Exploration Permits (“AZ MEP”) at our Tombstone Hay Mountain project in the State of Arizona. AZ MEP permits cost $500 per permit per year in non-refundable filing fees and are valid for 1 year and renewable for up to 5 years. The rental fee is $2.00 per acre for the first year, which includes the second year, and $1.00 per acre per year for years three through five. The minimum work expenditure requirements are $10 per acre per year for years one and two and $20 per acre per year for years three through five. If the minimum work expenditure requirement is not met the applicant can pay the equal amount in fees to the Arizona State Land Department to keep the AZ MEP permits current. The rental period begins on the date of acceptance for each permit. Rental payments are due by the first day of the rental period. We hold AZ MEP permits for 15,793.24 acres at our Tombstone project. We paid filing and rental fees for our AZ MEP’s before their respective due dates in the amount of $29,355.

 

12

 

 

Legal Matter

 

On August 22, 2019 (and amended on December 23, 2019), the Company filed a complaint with the Superior Court of Arizona (Case No. C20194139), demanding the titles and possession of certain vehicles and equipment of the Company from our former CEO, as well as seeking recovery of damages from the former CEO in an amount of not less than $50,000. None of the vehicles and equipment, individually or in total, have any material net book value (being fully depreciated) as of April 30, 2022 and January 31, 2022.

 

On February 18, 2020, our former CEO and his spouse (the “Counterclaimants”) filed a First Amended Answer: First Amended Complaint and Counterclaim with the Superior Court of Arizona seeking dismissal of the Company’s complaint and reimbursement of Counterclaimants’ attorney fees incurred related to the matter. Additionally, the counterclaim alleges breach of contract by the Company and requests reimbursement of amounts loaned to the Company by our former CEO and his spouse, along with reimbursement of attorney fees. The Company believes these counterclaims are without merit and will aggressively defend them and believes no unfavorable outcome or material effect on our consolidated financial statements will result.

 

On April 22, 2022, the Company reached terms of settlement of the litigation Case No. C20194139, involving our former CEO, James Briscoe, previously filed in the Superior Court of Arizona. Effective April 22, 2022, the Company’s board of directors voted on, accepted and the settlement is now hereby approved, ratified, and confirmed.

 

A summary of the terms of that settlement is as follows:

 

 Mr. Briscoe drops his demand for “accrued wages” (see Note 4).
 

Mr. Briscoe drops his claim for payment of his credit card debt (see Note 4). These balances were included in accounts payable and accrued liabilities on the consolidated balance sheet in prior period.

 Mr. Briscoe drops all other claims and waives and releases all claims, known or unknown.
 Mr. Briscoe will return title and possession of all the vehicles that he previously transferred to his name. Mr. Briscoe will also return to the Company all Company property identified in our First Amended Complaint.
 The Company will reinstate Mr. Briscoe’s stock options that expired following his resignation from the Board. This reinstatement will be on the same terms as originally issued, as evidenced in the August 10, 2010, Stock Option Agreement and October 11, 2016, Stock Option Agreement, each as adjusted for the February 25, 2021, reverse stock split, and pursuant to the Company’s 2010 Stock Option Plan, except for the option exercise window, which will be expanded to 30 years (see Note 5).
 The Company will pay Mr. Briscoe a sum of $29,627 in 15 equal monthly installments reflected in accounts payable and accrued liabilities on the accompanying consolidated balance sheets.
 Both parties will agree to a non-disparagement clause that expressly establishes prior consent to the Pima County Court’s jurisdiction for issuance of mandatory injunctive relief if an aggrieved Party reasonably believes this clause has been violated by the other Party whether such violation is done directly by the violating Party or via proxy.

 

In connection with the settlement, we wrote off $1,072,667 of liabilities in exchange for $29,677 of new debt and the issuance of options with a fair value of $44,706, resulting in a gain of $998,284.

 

NOTE 11 – Subsequent events 

 

Shares Issued for Conversion of Notes

 

On May 23, 2022, the Company issued a total of 98,386 shares of our common stock for conversions of $24,300 in principal and $2,520 of accrued interest for the October 2021 Note at the exercise price $0.2726.

 

On May 31, 2022, the Company issued a total of 77,519 shares of our common stock for conversions of $20,000 in principal for the November 2021 Note at the exercise price of $0.2580.

 

On June 9, 2022, the Company issued a total of 80,518 shares of our common stock for conversions of $20,500 in principal for the November 2021 Note at the exercise price of $0.2546.

 

13

 

 

Item 2. Management’s 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of our company. Management’s Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the 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”) was 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. Big Chunk was dissolved on June 3, 2019. 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.

 

In October 2014, we formed our wholly owned subsidiary, Hay Mountain Holdings LLC (“HMH”) (formerly known as Hay Mountain Super Project LLC), to serve as the primary holding company for development of the potential ore bodies encompassed in the Hay Mountain area of interest in Arizona. On April 11, 2019, we formed a new subsidiary named Earp Ridge Mines LLC, wholly owned by Hay Mountain Holdings LLC, intended for engagement with future venture partners.

 

On August 13, 2020, the Company formed Red Rock Mines, LLC, an Arizona corporation, as a wholly-owned subsidiary of Hay Mountain Holdings, LLC.

 

Our Current Business

 

We are engaged in the acquisition and exploration of mineral properties in the state of Arizona and the Southwest USA. 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, any one or more of which could potentially contain commercially viable quantities of minerals. Our significant projects are described below.

 

14

 

 

Tombstone Super Project (“Tombstone”): Tombstone is located in Cochise County, Arizona and 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.

 

On June 16, 2020, the company acquired 2 Mineral Exploration Permits (MEP) covering 240 acres at Robbers Roost. Which is located 5.89 miles west of the Hay Mountain Project. While the Robbers Roost MEP area is new to the Company, it has been explored previously by several exploration companies, in the 1970’s and 1990’s, and recently has received significant interest by others operating in the area. Drilling by ASARCO indicates “the presence of a granodioritic porphyry intrusive at depth below the alteration zone. The intrusive is characterized by porphyry copper style alteration and mineralization.” (JB Nelson, “Robbers’ Roost Summary Report,” 1995, p. 2 http://docs.azgs.az.gov/SpecColl/2008-01/2008-01-0103.pdf)

 

From July 14th to August 5th, 2020, field mapping was conducted in the Hay Mountain Project area, located 7 km southeast of Tombstone, in Cochise County, Arizona. The purpose of mapping was to identify alteration and veining associated with an inferred porphyry copper system at depth, determine the extent of hydrothermal alteration, and comment on the possible the timing of mineralization. Mapping was conducted at 1:10,000 scale and a total of 183 carbonate vein samples were taken for XRF analysis and UV fluorescence response.

 

On November 11, 2020, the company announced the identification of potentially exploitable gold mineralization on its recently acquired Arizona State Land Department Mineral Exploration Permits. Preliminary surface exploration on the Red Rock MEPs advances the Company’s knowledge of the porphyry system signature associated with magnetic highs at, and adjacent to the north of, Target 1, and represent the expansion of biogeochemical, surface rock sampling, and x-ray fluorescence (XRF) work continuing at Target 1 and on the anticipated gold halo likely associated with the indicated porphyry center. The Company discovered multiple outcrops of intensely silicified rock in the initial observational field work. These outcrops generally occur in linear features several feet in thickness with multiple features oriented en-echelon with interstitial host country rock of varying horizontal dimension. These outcrops contain densely distributed jasperoids, which, when sampled yield what the Company believes are potentially economically exploitable concentrations of gold. There was a total of 23 representative (1 to 2 kg) rock sample assays. These assays demonstrate gold concentrations ranging from below detection limits of 0.05 ppm in country rock surrounding certain outcrops to a high of 13.55 ppm in direct outcrop samples. Of the 23 assayed samples, nine (9) show gold concentrations of 0.95 ppm or more.

 

On November 25, 2020, the company received approval from the Arizona State Land Department for 5 additional MEP’s covering 2,369.15 acres for a total of 16,662.10 acres or 26.03 sq miles at our Hay Mountain Project.

 

On March 15, 2021, the company announced the release of more rock chip assay results from the Red Rock Canyon area located within the Hay Mountain Project. 28 samples were submitted to the ALS/USA Inc. Tucson location with results returned to the Company February 6th. This set of samples are within and outside of the original study area and expand on the October 2020 geochemical sampling undertaken on MEP land within the Company’s Red Rock Canyon holdings.

 

On May 21, 2021, the company announced the public release of its latest technical report. The Technical Report on the Red Rock Canyon Gold Property Cochise County, Arizona (“RRC Technical Report” “The Report”). The Report was prepared by Broadlands Mineral Advisory Services Ltd., owned and operated by Liberty Star’s independent director Bernard J. Guarnera, P.ENG., QP, CMA. Mr. Guarnera authored The Report. His findings include that the Red Rock Canyon tract contains “gold at grades that are now considered economic” (p.1). Further, the compilation of previous drilling results, by others as noted in The Report, (p.30) indicates that 12 of 17 intercepts reported gold at grades above what is considered current cut off grades, 0.022 oz per ton (0.68 gpt). These historical intercepts range from five (5) to forty-five (45) feet in vertical extent and reveal multiple mineralized zones. Grades in the larger intercepts are reported up to 0.182 ounces per ton (5.66 gpt). Additionally, Liberty Star collected fifteen (15) more rock samples on a recent field visit near and at the locations of past drilling. The new field assays to confirm similar grades in the corresponding outcrops. These assay results have been posted to the Liberty Star website.

 

15

 

 

On May 26, 2021, the company announced the public release of geochemical assay results prepared by ALS/USA Inc. The Company noted in its news release issued May 21st that the results were forthcoming on the heels of its latest technical report focused on the gold prospect at Red Rock Canyon. Previously released geochemical assay results from October 2020 and Feb 2021 can be viewed on the Liberty Star Minerals website. This set of results strongly aligns with previous assay results indicating that the Red Rock portion of the Hay Mountain Project is a potential gold property.

 

On August 20, 2021, the company executed a financing agreement for the purpose of drilling for the Red Rock Canyon Gold Project, in Cochise County, Arizona. The agreement allows for a $1,000,000 common stock purchase agreement (the “Purchase Agreement”) and a $1,000,000 warrant agreement (the “Warrant Agreement,” together “the Agreements”) with Triton Funds LP (“Triton”) of San Diego, California under an S1 registration now effective. Drilling mobilization will begin immediately upon completing prerequisite State of Arizona archeological and vegetation surveys and obtaining approval by the Arizona State Land Department, which the Company expects to be completed by early 2022. A diamond core drill rig is expected to be active shortly after approval.

 

Title to mineral claims involves certain inherent risks due to difficulties in 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 retained 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 a commercially viable mineral deposit, known as an “ore reserve.”

 

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.

 

The extent to which the coronavirus disease (“COVID-19”) impacts our businesses will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our operations may be materially adversely affected. Currently, the Company has not experienced a significant impact on its businesses related to COVID-19. However, COVID-19 did, and continues to, impact us significantly with delays in acquiring a JV to begin our primary drilling project.

 

Results of Operations

 

Material Changes in Financial Condition for the Three-Month Period Ended April 30, 2022

 

We had cash and cash equivalents in the amount of $121,856 as of April 30, 2022, compared to $102,741 as of January 31, 2022. We had negative working capital of $1,265,904 as of April 30, 2022, compared to $1,427,895 as of January 31, 2022. We used $107,885 of net cash in operating activities during the three months ended April 30, 2022 which was utilized primarily 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 (aeromagnetics and aero electromagnetics). We have been raising capital primarily by issuing convertible promissory notes, related party notes and the sale of common stock. 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.

 

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Material Changes in Results of Operations for the Three -Month Periods Ended April 30, 2022 and 2021

 

We had a net income of $811,838 for the three months ended April 30, 2022, compared to a net loss of $81,624 for the three months ended April 30, 2021.

 

During the three months ended April 30, 2022, we had a decrease of $1,083 in geological and geophysical expense compared to the three months ended April 30, 2021, due primarily to a decrease in geochemical analysis for the three month period. During the three months ended April 30, 2022, we had an increase of $7,211 in salaries and benefit expense compared to the three months ended April 30, 2021, due primarily a cost of living increase. During the three months ended April 30, 2022, we had a decrease of $11,500 in professional services compared to the three months ended April 30, 2021, due primarily to a decrease in the use of outside legal services for operations, finance and litigation matters. We had an increase in general and administrative expenses of $20,495 during the three months ended April 30, 2022, as compared to the three months ended April 30,2021 which was due to an increase in occupancy and technology expense. We had an increase in interest expense of $1,850 during the three months ended April 30, 2022 as compared to the three months ended April 30, 2021, due primarily to an increase in convertible notes payable. We had a loss of $70,048 and a gain of $50,652 on change in fair value of derivative liability for the three months ended April 30, 2022 and 2021, respectively, due primarily to the changes in derivative liability activity during the periods. During the three months ended April 30, 2022, we had a gain on forgiveness of SBA loan of $32,851 and a gain on settlement of debt of $998,284 related to the settlement with James Briscoe.

 

Liquidity and Capital Resources

 

We had cash and cash equivalents in the amount of $121,856 as of April 30, 2022. We had negative working capital of $1,264,209 as of April 30, 2022. We used cash in operating activities of $107,885 for the three months ended April 30, 2022. We will need additional funds in order to proceed with our planned exploration program.

 

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 February 7, 2022, the Company entered into a convertible promissory note with Sixth Street in the aggregate principal amount of $74,800 (the “February 2022 Note”). The note bears interest at 8%, with an Original Issue Discount of $9,800, matures on February 7, 2023, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to conversion.

 

On April 25, 2022, the Company entered into a convertible promissory note with Sixth Street in the aggregate principal amount of $71,500 (the “April 2022 Note”). The note bears interest at 8%, with an Original Issue Discount of $8,000, matures on April 25, 2023, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to conversion.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements, including the notes thereto. We consider critical accounting policies to be those that require more significant judgments and estimates in the preparation of our financial statements, including the following: long lived assets; intangible assets valuations; and income tax valuations. Management relies on historical experience and other assumptions believed to be reasonable in making its judgment and estimates. Actual results could differ materially from those estimates.

 

Management believes its application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically reevaluated, and adjustments are made when facts and circumstances dictate a change.

 

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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, 2022, which is the end of the fiscal quarter covered by this report. This evaluation was carried out by Mr. Brett Gross, our principal executive officer and Ms. Patricia Madaris, our principal financial officer. Based on this evaluation, Mr. Brett Gross and Ms. Patricia Madaris have concluded that our disclosure controls and procedures were not effective as at the end of the period covered by this report. Given the size of our current operation and existing personnel, the opportunity to implement internal control procedures that segregate accounting duties and responsibilities is limited. Until the organization can increase in size to warrant an increase in personnel, formal internal control procedures will not be implemented until they can be effectively executed and monitored. 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 SEC’s 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.

 

Management believes that despite our material weaknesses set forth above, our financial statements for the quarter ended April 30, 2022 are fairly stated, in all material respects, in accordance with U.S. GAAP.

 

Changes in Internal Control over Financial Reporting

 

During the quarter ended April 30, 2022, 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.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Legal Matter

 

On April 22, 2022, the Company reached terms of settlement of the litigation Case No. C20194139, involving our former CEO, James Briscoe, previously filed in the Superior Court of Arizona. Effective April 22, 2022, the Company’s board of directors voted on, accepted and the settlement is now hereby approved, ratified, and confirmed.

 

A summary of the terms of that settlement is as follows:

 

  Mr. Briscoe drops his demand for “accrued wages” (see Note 4).
  Mr. Briscoe drops his claim for payment of his credit card debt (see Note 4).
  Mr. Briscoe drops all other claims and waives and releases all claims, known or unknown.
  Mr. Briscoe will return title and possession of all the vehicles that he previously transferred to his name. Mr. Briscoe will also return to the Company all Company property identified in our First Amended Complaint.
  The Company will reinstate Mr. Briscoe’s stock options that expired following his resignation from the Board. This reinstatement will be on the same terms as originally issued, as evidenced in the August 10, 2010, Stock Option Agreement and October 11, 2016, Stock Option Agreement, each as adjusted for the February 25, 2021, reverse stock split, and pursuant to the Company’s 2010 Stock Option Plan, except for the option exercise window, which will be expanded to 30 years (see Note 5).
  The Company will pay Mr. Briscoe a sum of $29,677 in 15 equal monthly installments reflected in accounts payable and accrued liabilities on the accompanying consolidated balance sheets.
  Both parties will agree to a non-disparagement clause that expressly establishes prior consent to the Pima County Court’s jurisdiction for issuance of mandatory injunctive relief if an aggrieved Party reasonably believes this clause has been violated by the other Party whether such violation is done directly by the violating Party or via proxy.

 

In connection with the settlement, we wrote off $1,072,667 of liabilities in exchange for $29,677 of new debt and the issuance of options with a fair value of $44,706, resulting in a gain of $998,284.

 

Item 1A. Risk Factors

 

Not applicable

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On April 13, 2022, the Company issued a total of 62,364 shares of our common stock for conversions of $20,000 in principal for the October 2021 Note at the exercise price $0.3207.

 

On April 25, 2022, the Company issued a total of 81,940 shares of our common stock for conversions of $25,000 in principal for the October 2021 Note at the exercise price $0.3051.

 

On May 23, 2022, the Company issued a total of 98,386 shares of our common stock for conversions of $24,300 in principal and $2,520 of accrued interest for the October 2021 Note at the exercise price $0.2726.

 

On May 31, 2022, the Company issued a total of 77,519 shares of our common stock for conversions of $20,000 in principal for the November 2021 Note at the exercise price of $0.2580.

 

On June 9, 2022, the Company issued a total of 80,518 shares of our common stock for conversions of $20,500 in principal for the November 2021 Note at the exercise price of $0.2546.

 

In issuing the securities set forth above, 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 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.

 

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Item 6. Exhibits 

 

Exhibit Number   Description of Exhibit
     
3.1   Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our registration statement on Form SB-2, filed with the SEC on May 14, 2002).
3.2   Bylaws (incorporated by reference to Exhibit 3.2 to our quarterly report on Form 10-QSB, filed with the SEC on December 14, 2007).
3.3   Certificate of Change to Authorized Capital (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed with the SEC on September 2, 2009).
3.4   Articles of Merger (incorporated by reference to Exhibit 3.4 to our annual report on Form 10-KSB, filed with the SEC on March 31, 2004).
3.5   Amendments to Articles of Incorporation and Bylaws (incorporated by reference to Exhibit 3.8 and 3.9 to our current report on Form 8-K/A, filed with the SEC on August 10, 2020).
10.1  

Convertible Promissory Note issued to Sixth Street Lending LLC dated February 7, 2022. (incorporated by reference to Exhibit 3.31 to our current report on Form 8-K, filed with the SEC on February14, 2022).

10.2  

Convertible Promissory Note issued to Sixth Street Lending LLC dated April 25, 2022. (incorporated by reference to Exhibit 3.33 to our current report on Form 8-K, filed with the SEC on May 2, 2022).

14.1   Code of Ethics (Filed as an exhibit to our Annual Report on Form 10-KSB, filed with the SEC on March 31, 2004).
31.1*   Section 302 Certification under Sarbanes-Oxley Act of 2002 of Chief Executive Officer
31.2*   Section 302 Certification under Sarbanes-Oxley Act of 2002 of Chief Financial Officer
32.1*   Section 906 Certification under Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer
101.INS*   Inline XBRL INSTANCE DOCUMENT
101.SCH*   Inline XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*   Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*   Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*   Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*   Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

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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/ Brett Gross  
  Brett Gross,  
  Chief Executive Officer  
  (Principal Executive Officer)  
     
By: /s/ Patricia Madaris  
  Patricia Madaris,  
  Chief Financial Officer  
  (Principal Financial Officer and Principal Accounting Officer)  

 

Date: June 17, 2022

 

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