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) February 15, 2008
LIBERTY STAR URANIUM & METALS CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-50071
(Commission File Number)
90-0175540
(IRS Employer Identification No.)
3024 E. Fort Lowell Road, Tucson, Arizona 85716
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code 520-731-8786
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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. |
Effective February 11, 2008, we entered into a Modification and Amendment Agreement (the “Agreement”) with all holders but one (the “Subscribers”) of the holders of our Convertible Promissory Notes dated May 11, 2007, whereby we amended the subscription agreements dated May 11, 2007 (the “Subscription Agreements”) entered into with the Subscribers relating to an investment by the Subscribers of $3,650,000 of principal amount of promissory notes (the “Notes”). The Notes are convertible into shares and warrants of our company.
All capitalized terms used herein shall have the meaning attributed to them in the Subscription Agreements.
The Agreement amends the Subscription Agreements as follows:
1. Section 2.1 of the Note is amended, only in connection with the Monthly Amounts due on the 11th day of each month commencing February 2008 through April 2008, as follows:
“2.1. Payment of Monthly Amount in Cash or Common Stock. Subject to Section 3.2 hereof, the Borrower shall pay the Monthly Amount, at the Borrower’s election, in either of the following manners: (i) in cash within three (3) business days after the applicable Repayment Date, or (ii) in registered Common Stock at an applied conversion rate equal to the lesser of (A) the Fixed Conversion Price (as defined in section 3.1 hereof), or (B) eighty-five percent (85%) of the VWAP (as defined below) as reported by Bloomberg L.P. for the Principal Market for the ten trading days preceding such Repayment Date (as such amount may be adjusted as described herein). Unless waived by the Holder, the Borrower may not elect to pay a Monthly Amount due on a Repayment Date in Common Stock in an amount of shares of Common Stock which would exceed in the aggregate for all Holders of Notes similar to this Note, two hundred percent (200%) of the aggregate daily trading volume for the fifteen (15) trading days preceding the Repayment Date as reported by Bloomberg L.P. for the Principal Market multiplied by the VWAP for the seven trading days preceeding such Repayment Date such amount (the “Exceeding Amount”) . Amounts paid with shares of Common Stock must be delivered to the Holder not later than three (3) business days after the applicable Repayment Date. The Borrower must send notice to the Holder by confirmed telecopier not later than 6:00 PM, New York City time on the fifth trading day preceding a Repayment Date (however the notice in reference to the payment due on February 11, 2008, shall be given within 2 days of execution of this Agreement and the Common Stock will be issued within 2 days of such notice but the VWAP calculation (date for the February 11, 2008 payment) will be February 11) notifying Holder of Borrower’s election to pay the Monthly Amount in cash or Common Stock. The Notice must state the amount of the Monthly Amount including a description of the components of such Monthly Amount and include supporting calculations. Elections by the Borrower must be made to all Other Holders in proportion to the relative Note principal held by the Holder and the Other Holders. If such notice is not timely sent or if the Monthly Redemption Amount is not timely delivered or if the Borrower elects to pay the Monthly Amount with Common Stock, then Holder shall have the right, instead of the Company, to elect in writing within three (3) trading days prior to the applicable Repayment Date or required Delivery Date, as the case may be, whether to be paid the Exceeding Amount in cash or Common Stock or defer the payment of the relevant Monthly Amount until three (3) business days after demand therefore by the Holder. The conversion price in connection with such deferred Monthly Amount shall be the lowest conversion price that could be calculated for any Repayment Date from the Repayment Date for such deferred Monthly Amount until such Monthly Amount is actually paid. Such Holder’s election shall not be construed to be a waiver of any default by Borrower relating to non-timely compliance by Borrower with any of its obligations under this Note. “VWAP” shall mean the sum of the dollars traded for every purchase and sale of the Common Stock on the Principal Market (determined as the price per share of Common Stock at which such purchase and sale occurred multiplied by the number of shares of Common Stock so purchased and sold) divided by the total shares of Common Stock traded during the period.”
2. The Fixed Conversion Price as defined in Section 3.1 of the Note is amended to $0.50.
3. The first Monthly Amount will be paid on February 15, 2008. Any portion of the Monthly Amount paid with shares of Common Stock shall be delivered to the Subscribers, and any restrictive legend upon sale of such Shares under Rule 144 will immediately be removed.
4. We will deliver an aggregate of 30,000 shares of Common Stock pro-rata to Subscribers who execute the Agreement.
In all other respects, the terms of the Subscription Agreements shall remain the same.
Item 9.01. | Financial Statements and Exhibits. |
10.1 | Modification and Amendment Agreement dated February 15, 2008. |
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.
/s/ James Briscoe
James Briscoe, President and Director
Date: April 22, 2008
CW1819010.1
