UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2013
[ ] TRANSITION REPORT UNDER 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.) |
5610 E Sutler Lane, Tucson, Arizona
85712
(Address of principal executive offices)
520.731.8786
(Registrant’s telephone number,
including area code)
Not Applicable
(Former name, former address and
former fiscal year, if changed since last report)
| Securities registered pursuant to Section 12(b) of the Act: | |
| Title of each class | Name of each exchange on which registered |
| Nil | Nil |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.00001
(Title of
class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act
Yes [ ] No
[X]
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Act. [ ]
Note: Checking the
box above will not relieve any registrant required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act from their obligations under those
Sections.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 [X] 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 [X] No [ ]
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Indicate by check mark if there is disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained in herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Non-accelerated filer [ ] |
| Accelerated filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Note: If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this form.
676,234,793(1) shares of Common Stock @ $0.0329(1) = $22,248,125
(1) Adjusted for retroactive effect of 1 for 4 reverse stock split on September 1, 2009. Closing price on July 31, 2012 was $0.0329.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
777,664,856 shares of Common Stock issued and outstanding as of May 13, 2013.
DOCUMENTS INCORPORATED BY REFERENCE
Not applicable.
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TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS
This annual 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, including the risks in the section entitled "Risk 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”). The following discussion should be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this annual report.
As used in this annual report, the terms "we", "us", the “Company” and "Liberty Star" mean Liberty Star Uranium & Metals Corp. and our subsidiary Big Chunk Corp., unless otherwise indicated. All dollar amounts refer to U.S. dollars unless otherwise indicated.
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PART I
ITEM 1. BUSINESS.
Business development
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”) is 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. 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. to reflect our current general exploration for base and precious metals. . We are considered to be an exploration stage company, as we have not generated any revenues from operations.
Our current business
We are an exploration stage company engaged in the acquisition and exploration of mineral properties in the States of Arizona and Alaska. Claims in the State of Alaska are held in the name of our wholly-owned subsidiary, Big Chunk Corp. 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.
North Pipes Super Project (“North Pipes” and “NPSP”): Located in Northern Arizona on the Arizona Strip, we plan to ascertain whether the NPSP claims possess commercially viable deposits of uranium and associated co-product metals. We have not identified any ore reserves to date.
Big Chunk Super Project (“Big Chunk”): Located in the Iliamna region of Southwestern Alaska, we plan to ascertain whether the Big Chunk claims possess commercially viable deposits of copper, gold, molybdenum, silver, palladium rhenium and zinc. We have not identified any ore reserves to date.
Bonanza Hills Project (“Bonanza Hills”): Located in the Iliamna region of Southwestern Alaska, our plans have been to ascertain whether the Bonanza Hills claims possess commercially viable deposits of gold and silver. We have not identified any ore reserves. Bonanza Hills is hampered by its remote location. We have completely relinquished any rights we had to Bonanza Hills.
Tombstone Super Project (“Tombstone”)(formerly referred to as Tombstone Porphyry Precious Metals Project): Tombstone is located in Cochise County, Arizona and the Super Project 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.
East Silver Bell Porphyry Copper Project (“East Silver Bell”): Located northwest of Tucson, Arizona, we plan to ascertain whether the East Silver Bell claims possess commercially viable deposits of copper. We have not identified any ore reserves to date.
Title to mineral claims involves certain inherent risks due to difficulties of 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 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 are in the exploration stage – as 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 an ore reserve (an ore reserve is a commercially viable mineral deposit).
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To date, we have not generated any revenues and we remain in the exploration stage. 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.
Competition
We are a mineral resource exploration stage company engaged in the business of mineral exploration. We compete with other mineral resource exploration stage companies for financing from a limited number of investors that are prepared to make investments in mineral resource exploration stage companies. The presence of competing mineral resource exploration stage companies may impact our ability to raise additional capital in order to fund our property acquisitions and exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.
We also compete for mineral properties of merit with other exploration stage companies. Competition could reduce the availability of properties of merit or increase the cost of acquiring additional mineral properties.
Many of the resource exploration stage companies with whom we compete may have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of properties of merit and on exploration of their properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of resource properties. This competition could result in our competitors having resource properties of greater quality and interest to prospective investors who may finance additional exploration and to senior exploration stage companies that may purchase resource properties or enter into joint venture agreements with junior exploration stage companies. This competition could adversely impact our ability to finance property acquisitions and further exploration.
Compliance with Government Regulation
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the States of Arizona and Alaska.
We are required to perform annual assessment work in order to maintain the Big Chunk Alaska State mining claims. If annual assessment work is not performed we must pay the assessment amount in cash in order to maintain the claims. Completion of annual assessment work in the amount of $400 per 1/4 section (160 acre) claim or $100 per 1/16 section (40 acre) claim extends the claims for a one year period. Assessment work performed in excess of the required amount may be carried forward for up to 4 years to reduce future obligations for assessment work. We estimate that the required annual assessments to maintain the claims will be approximately $238,200.
The annual state rentals for the Big Chunk Alaska State mining claims vary from $70 to $280 per mineral claim and escalate with the age of the mining claim. The rental period begins at noon September 1st through the following September 1st and annual rental payments are due on November 30th of each year. Annual rent is due in full within 45 days of staking a new claim and covers the period from staking until the next September 1st. The rentals of $113,120 to extend the Big Chunk claims through September 1, 2013 were paid in November 2012. The estimated state rentals due for the Big Chunk claims by November 30, 2013 for the period from September 1, 2013 through September 1, 2014 are $113,120. Alaska State production royalty is three percent of net income. State law prescribes that after a 3.5 -year exemption from state taxes a metal mine is liable for a 15% state licensing tax on net income from the mine.
Our North Pipes claims are Federal lode mining claims located on U.S. Federal Lands and administered by the Department of Interior, Bureau of Land Management. The Bureau of Land Management (“BLM”) has prepared an environmental impact statement (“EIS”) addressing potential for contamination of significant amounts of uranium leaking into the Colorado River. The EIS indicated the danger of such contamination insignificant. Regardless, the United States Secretary of the Interior, Kenneth Salazar, through executive order has withdrawn Federal lands from locatable mineral exploration and mining North of the Grand Canyon along the Utah border in Arizona, the so-called “Arizona Strip”. Nearly 1 million acres of land managed by the BLM and the Forest Service were segregated in July 2009 by the Secretary of Interior. The executive order has resulted in the withdrawal of an area of the Arizona Strip from mining in particular, and the moratorium now is instated for the next 20 years. However, the moratorium permits existing claims and mines to continue as before, including our North Pipes lode mining claims.
We are required to pay annual rentals to maintain our North Pipes Federal lode mining claims in good standing. The rental period begins at 12:01 PM on September 1st through the following September 1st at 12:00 and rental payments are due by the first day of the rental period starting at 12:01 PM. The annual rental is $140 per claim. Additional fees of $45 per claim are due in the first year of filing a Federal lode mining claim along with the first year’s rent. The rentals of $58,380 for the period from September 1, 2012 to September 1, 2013 have been paid. The annual rentals due by September 1, 2013 of 58,380 are required to maintain the North Pipes claims are for the period from September 1, 2013 through September 1, 2014. There is no requirement for annual assessment or exploration work on the Federal lode mining claims, this having been supplanted by the rental fee. There are no royalties associated with the Federal lode mining claims.
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We are required to pay annual rentals for our Federal lode mining claims for our East Silver Bell 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 rental is $140 per claim. The rentals fees of $3,640 for the period from September 1, 2012 to September 1, 2013 have been paid. The annual rentals due by September 1, 2013 of $3,640 are required to maintain the East Silver Bell claims are for the period from September 1, 2013 through September 1, 2014. There is no requirement for annual assessment or exploration work on the Federal lode mining claims, this having been supplanted by the rental fee. There are no royalties associated with the Federal lode mining claims.
We are required to pay annual rentals for our Federal lode mining claims for our 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 rental is $140 per claim. Additional fees of $45 per claim are due in the first year of filing a Federal lode mining claim along with the first year’s rent. The rentals and initial filing fees for the period from September 1, 2012 to September 1, 2013 have been paid. The annual rentals due by September 1, 2013 of $13,360 are required to maintain the Tombstone claims for the period from September 1, 2013 through September 1, 2014. There is no requirement for annual assessment or exploration work on the Federal lode mining claims, this having been supplanted by the rental fee. There are no royalties associated with the Federal lode mining claims. Beginning September 1, 2011 at 12:01 PM, Liberty Star started and subsequently completed staking 9 Federal lode mining claims along the east edge of old patented mining claims in the main producing part of the old Tombstone mining area. These new claims are adjacent to the south end of the Walnut Creek TS claim block and are also named the TS claims. These claims occupy fractional land areas open to location by federal lode claim
We are required to pay annual rentals for our Arizona State Land Department (“ASLD”) Mineral Exploration Permits (“AZ MEP”) at our Tombstone Hay Mountain Project in the State of Arizona. A mineral exploration permit is permission from ASLD to prospect and explore for minerals on State Trust land. Exploration is any activity conducted for the purpose of determining the existence of a valuable mineral deposit, such as: geologic mapping, drilling, geochemical sampling, and geophysical surveys. Prior to exploration, the Plan of Operations must be approved by ASLD. The permitting process for an exploration permit takes a minimum of sixty (60) days. If the application is approved, the initial rent is $2 per acre. If renewed, no additional rents are due for the second year. Rents are set at $1 per acre for years 3 thru 5. Work expenditure requirements are: $10 per acre for years 1-2; and $20 per acre for years 3-5. Removal of any minerals or materials from State Trust land without the appropriate lease or permit is prohibited. The permit is valid for one year from the due date of the rental and bond. If renewal requirements are met, the permit can be renewed annually for up to five years. If discovery of a valuable mineral deposit is made, the permitee must apply for a mineral lease before actual mining activities can begin. A mineral lease permits the mining of minerals discovered under the exploration permit. The approval process takes a minimum of six (6) months. The mineral lease is issued for a term of twenty (20) years. Leases may be renewed for an additional term. Both rents and royalties are determined by appraisal. Royalties may be based on: 1) a fixed rate subject to annual adjustment; or 2) a sliding-scale rate which is linked to a commodity index price and the operation's break-even price. There is a statutory minimum royalty rate of 2% of gross value. These AZ MEPs require a reclamation bond of $3,000 which we currently hold. The first year’s rental has been paid for these MEPs and the escalating rental is due on the anniversary of the MEP each year. After the end of the 4th year, the MEPs must transition to a State Mineral Lease upon satisfaction of the State Mineral Inspector that economic indications of a minable deposit exist. After commencement of mining, the State of Arizona shall be paid a minimal net smelter return after taking into consideration any extenuating mining challenges royalty but not less than a 2% gross royalty. The rental period begins on September 30th through the following September 29th and rental payments are due by the first day of the rental period. We hold AZ MEP permits for 7,515 acres at our Tombstone project. We paid initial rental fees from the date of application through September 29, 2012 of $8,254. Required minimum work expenditures for the period ended September 29, 2013 are $71,150. The annual rentals due by September 30, 2013 to maintain the AZ MEP permits are $7,515.
With respect to the foregoing properties, additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposed exploration program. The amount of these costs is not known at this time as we do not know the size, quality of any resource or reserve at this time, and it is extremely difficult to assess the impact of any capital expenditures on earnings or our competitive position.
Personnel
Currently we employ one full time geologist who is also our CEO, CFO, and Chairman of the Board, James Briscoe. We also employ one full time executive, one full time executive assistant/accountant, one as-needed PhD consulting geologist specializing in GIS computer mapping and database creation, one full time geo-tech, who is also our manager of field operations, one investor relations representative, a part time administrative assistant, and one CPA on an as needed basis. We hire consultants for investor relations, exploration and administrative functions also on an as needed basis.
Item 1A. Risk Factors.
Not Required.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 2. PROPERTIES.
Our offices
We rent the premises for our principal office located at 5610 E Sutler Lane, Tucson, Arizona 85712. We rent this office space which is located in the home of our Chief Geologist and CEO for $522 per month plus a pro rata share of taxes and maintenance. Our employees work either from our principal office or from offices maintained in their homes.
We believe that our existing office facilities are adequate for our needs through January 31, 2014. Should we require additional space at that time, or prior thereto, we believe that such space can be secured on commercially reasonable terms.
Our warehouse
On June 1, 2011 we rented a warehouse located at Building No. 1, 7900 South Kolb Road, Tucson, Arizona 85706. We rent this warehouse space for $3,620 per month. The lease is in effect until May 31, 2013. In addition to using the warehouse for standard purposes, such as storage of our exploration equipment, supplies and samples, the warehouse space also includes office facilities for the use of field geologists and geotechs.
Our mineral claims
We have investigated titles to all of our mineral properties and, to the best of our knowledge, titles to all properties are in good standing as of January 31, 2013. Because of competitive pressure in Arizona we do not reveal claim positions at this time.
North Pipes Super Project (“North Pipes” and “NPSP”):
We hold a 100% interest in 431 Federal lode mining claims strategically placed on the Arizona Strip. The 431 Federal lode mining claims include breccia pipe targets (“Pipes”). Breccia pipes are cylindrical formations in the earth’s crust sometimes identified by a surface depression, or surface bump or no visible surface expression at all, and contain a high concentration of fragmented rock “breccia” sometimes cemented by uranium and other minerals. We plan to ascertain whether our North Pipes claims possess commercially viable deposits of uranium.
Our NPSP claims are undeveloped. There are neither open-pit nor underground mines, nor is there any mining plant or equipment located on the properties. There is no power supply to the properties. We have not found any mineral resources on any of our claims. The Arizona Strip was an active exploration district in the 1970’s and 1980’s with multiple producing uranium mines. No evidence of actual development work has been found on any of our properties and no significant exploration activities have been performed on our NPSP claims since 2008 due to many factors including the lowered uranium prices and the moratorium on locating claims. Below is a summary of prior exploration activities performed on our NPSP claims:
Geophysics: We have completed PEM (Pulse Electro-magnetic) geophysical surveys on some of our NPSP claims. Two types of PEM surveys were conducted in 2007: (i) Downhole PEM and (ii) In-Loop PEM. We have also used CSAMT and NSAMT (Controlled and Natural Source Audio-range Magneto Tellurics), run on the ground and executed by Zonge Engineering of Tucson AZ. A survey was also completed by Geotech on an approximately six square area by VTEM helicopter borne electromagnetic survey along right angle crossing grid lines spaced 100 meters apart, which was performed by Geotech of Aurora, Ontario, Canada. Significant anomalies resulted from this survey. Preliminary drilling of one Liberty Star’s anomalies intersected strong breccia, alteration and pyrite mineralization. The holes did not penetrate down to the elevation where uranium mineralization would be expected, but are targets for future work. As of this date we have not developed any uranium resources on the Arizona Strip.
Stereoscopic geologic color air photo interpretation (photo-geology): Stereoscopic geologic interpretation of 1:24,000 (1 inch = 2,000 feet) high resolution color air photographs were contracted for and completed by Dr. Karen Weinrich and Edward Ulmer, a Registered Professional Geologist. Dr. Weinrich worked on the Arizona Strip uranium bearing breccia pipes almost exclusively during her twenty three year tenure with the United States Geological Survey from which she is now retired. During this period of study she authored many professional papers on breccia pipes of the Grant Canyon area, and is considered a foremost expert on them. Mr. Ulmer worked on the Arizona Strip in the mid to late 1970s working on both imagery interpretation and surface geology.
Geologic field mapping on the surface: Geological field mapping was conducted in the fall of 2005 through 2007 by our staff geologists as well as contracted geologists. Approximately 180 of the breccias pipe target areas have been mapped in detail 1:5,000 (1 inch = 417 feet). Several detailed measured stratigraphic sections have also been completed.
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Geochemical sampling: A comprehensive soil geochemical survey was completed in 2007. We have collected approximately 14,000 soil samples over all identifiable breccias pipes, both those with known ore and those that are yet to be proven by drilling. A strict chain of custody procedures were followed and quality assurance/quality control (QA/QC) samples were inserted regularly into the sample stream. The samples were assayed for 63 elements. Assay analyses were conducted by a Certified Assay Lab, Acme Analytical Laboratories of Vancouver, British Columbia, Canada. We believe that these samples allow us to identify potential uranium bearing breccia pipes versus barren or non-uranium bearing breccias pipes.
Drilling: In 2007 a drilling program was undertaken using both rotary drilling and core drilling. Rotary drilling was contracted by Boart Longyear. Diamond core drilling was completed by Redwall Drilling Inc., a former wholly owned subsidiary of Liberty Star. A total of 22 holes were drilled for a total of 16,226 feet of drilling. Important intersections of rock generally associated with producing breccias pipes were made. We did not intersect any ore mineralization during the drilling program.
Bonanza Hills Project (“Bonanza Hills”):
We have relinquished these claims during 2012; returned to the State of Alaska.
Big Chunk Super Project (“Big Chunk”) – Location, claims, geology and technical studies:
We hold a 100% interest in 612 mineral claims covering approximately 177 square miles in the Iliamna region of Southwestern Alaska, located on the north side of the Cook Inlet, approximately 265 miles southwest of the city of Anchorage, Alaska. We plan to ascertain whether the Big Chunk claims possess commercially viable deposits of copper, gold, molybdenum, silver, palladium, rhenium and zinc. As of November 14, 2012, 199 claims have been designated for transfer to Northern Dynasty in conjunction with a pending loan settlement agreement. Once this transaction has been completed, we will retain 413 Alaska claims.
Our Big Chunk claims are undeveloped. The claims are located in a remote area of Southwestern Alaska near Lake Illiamna, Alaska’s largest lake. The claims are immediately adjacent and contiguous to the Pebble mine property and about 3 miles north east from the Pebble Porphyry copper, gold, molybdenum, silver, palladium, rhenium and zinc mineral deposit which is reportedly one of the largest of its type in the world. In 2011, the Company engaged the international firm of SRK Consulting, Engineering and Scientist of Tucson (“SRK”) through its Tucson, Arizona office to prepare a Technical Report in the same format of the internationally accepted Canadian National Instrument NI 43-101. In their report which encompasses some 194 pages of technical data, they compared the Northern Dynasty NI 43-101 geologic and drill data, published on the Northern Dynasty web site in its entirety, to results of Liberty Star’s technical work on the Big Chunk ground. They concluded amongst other things: (1) Twenty seven scout diamond drill holes drilled by Liberty Star in 2004 – 2005 intersected the same rock types as were intersected in the exploration drilling on the Pebble deposit (2) All drill holes, which were spaced over some 500 square miles, intersected the outer shell or propylitic halo of multiple porphyry copper systems, which is the model co-developed by our director, Dr. John Guilbert; and (3) Copper and molybdenum sulfides along with low grade gold were intersected in two drill holes in the White Sox target area. “This mineralization and associated alteration may indicate a porphyry Cu-Mo system”(SRK Big Chunk Technical Report- page 109, 11.2 Results of Drilling, available on the Liberty Star Web Site. The area of the Big Chunk Claims is largely covered by glacial debris, soil, and tundra. There are no open-pit or underground mines, nor is there any mining plant or equipment located on the properties. There is no power supply to the properties. There is no road access to the properties, but such public road access is planned for the Pebble mine, and as currently planned, that road will cross the Company’s land, and be accessible for the Company’s use. Extensive geotechnical data on the Big Chunk claims has been acquired between start-up of 2004 and the current time. Extensive geophysical data has been acquired by the Company of several types, which includes the following:
(1) an extensive air borne magnetic survey flown by McPhar Geosurveys Ltd., Newmarket, Ontario Canada over 18,243 line kilometers covering 3,646 square kilometers using: (a) a draped survey with a mean elevation of the instrument above the terrain of 200 meters (600 feet) feet; (b) a line spacing of 250 meters (800 feet); (c) and a sample interval of 8 meters (26.4 feet). State of the art magnetometer, GPS, radar altimeter, and computer recording of data were used and in our opinion no other survey of this quality and precision is available in the area.
(2) one hundred twenty seven linear miles of Induced Polarization (IP) was run by Zonge Engineering of Tucson AZ. Of necessity lines were brushed of all trees and undergrowth and all access was by helicopter, however, the lines themselves were done on the ground by foot. All data was recorded on appropriate computers, downloaded each evening and sent to the Zonge Office in Tucson and to our consulting geophysicist Mr. Jan Klein in Vancouver, BC, Canada. Mr. Klein supervised all IP and other geophysical surveys over the Pebble for Cominco who sold the Pebble Project to Northern Dynasty. Thus, we believe Mr Klein has had more experience in the geophysics of the area, which includes over 2,000 square miles, than any other geophysicist. The results were interpreted and sent back to the Alaska headquarters every night.
(3) Liberty Star contracted with Geotech Limited of London, Ontario, Canada to run their ZTEM Electro Magnetic (EM) airborne survey equipment over the Big Chunk project. This thoroughly tested system can look down 2,000 meters (6,000 feet) in to the crust of the earth and detect sulfide mineralization associated with porphyry copper-gold systems, as well as other geologic features. This survey was completed in August 2009. The survey covered 315.2 sq kilometers (121.7 sq miles) and consisted of north-south lines spaced 250 meters apart on our Big Chunk Super Project mineral claims. In May 2010, Liberty Star received feedback from Geotech Ltd. that its interpretation showed at least 4 to 7 signatures that are consistent with porphyry copper responses. The 2D computer model shows typical low responsive areas, which could correspond to an ore mineral core zones with a surrounding responsive cylinders representing a pyrite halos typical of Porphyry copper systems. For control, Geotech flew a survey the day after completing the Big Chunk survey, over the Pebble mineral deposit. The anomalies on Big Chunk show strong similarities to the Pebble.
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During the field seasons of 2004 and 2005 Liberty collected
approximately eleven thousand geochemical samples. The sampling program was
designed by both consulting geochemist, Shea Clark Smith, of MEG Laboratories in
the Reno area of Nevada, and Liberty Chief Geologist, James Briscoe. The
sampling program was based on many years of geochemical studies and sampling
throughout the world by Mr. Smith, and his Masters Degree
thesis on sampling tundra plants and detecting metals in their woody stems
reflecting metals at depth. Further, Mr. Smith and Mr. Briscoe used this
technique to locate buried porphyry copper deposits in the Silver Bell district
(see discussion of the East Silver Bell Project in this report) near Tucson,
Arizona in 1996 -1998. The methodology was conceived, discovered and proven in a
well known porphyry district south of Tucson, Arizona between the period 1950 to
1955. At Big Chunk the samples collected included: (1) stream sediment; (2)
stream water; (3) pond and small-lake water; (4) soil samples; and (5)
vegetation sampling new growth of woody plants. These samples were analyzed by
Acme Labs, a Certified Assayer in Canada for 64 elements for each sample. For
the eleven thousand samples, this resulted in approximately seven hundred
thousand separate analyses including blanks, repeat and control samples part of
the QA/QC (Quality Assurance Quality Control) procedures. Because of the
overload worldwide in all assay labs at the time, turnaround time for the assays
was up to three or more months. After receipt of the samples, they were
processed using computer techniques and the results analyzed and interpreted.
Known indicator elements, including porphyry copper-gold mineral center
elements, formed typical porphyry copper center anomaly zones. Additionally,
samples taken by Liberty Star over the Pebble deposit, with the permission of
Northern Dynasty, indicated that mineral body to be detectable by these methods.
The geochemical methodology was used by the US Geological Survey, under contract
for the Pebble partnership over the Pebble mineral zone, and data was published
in 2010. It was again shown to be effective in indicating the Pebble deposit
mineralization at depth. The anomalies generated by both deep looking ZTEM and
geochemistry by Liberty Star have been tested by published results from drilling
in the Pebble mineral body. The same types of targets in the Liberty Star Big
Chunk have yet to be tested by drilling.
We are unaware of any previous claim ownership anywhere on our Big Chunk claims in Alaska. No historical drilling resulting in mineral resources or reserves appears in the published literature concerning the property. Minor exploration was conducted by Teck Cominco Alaska, and Anaconda Mining Inc. The United States Geological Survey does not do exploration but they had done minor geological mapping in the north part of the Big Chunk caldera, along with widely spaced aeromag surveys in the same area. We are not aware of any prior exploration that was conducted on our Big Chunk claims in Alaska prior to January 10, 2004, when our aerial magnetic survey began.
We have not defined mineral resources on any of our claims at Big Chunk.
Letter Agreement and Secured Convertible Note with Northern Dynasty Minerals Ltd. With Respect to Big Chunk
On July 15, 2010, we issued a secured convertible promissory note (the “2010 Convertible Note”) to Northern Dynasty Minerals Ltd (“Northern Dynasty”). The original advanced amount is $4,000,000 and bears interest at a rate of 10% per annum compounded monthly (the “Loan”). On August 17, 2010, we transferred 95 of our Alaska State mineral claims from the Big Chunk Super Project to Northern Dynasty for consideration of $1,000,000 of the original advanced amount under the Convertible Note, leaving $3,000,000 of the Loan amount outstanding. No interest accrued on the $1,000,000 of the original advanced amount. Effective September 1, 2011, the agreement with Northern Dynasty was amended to increase the 2010 Convertible Note by $561,816 to reimburse Northern Dynasty for assessment work, rental fees, cash in lieu of assessment work and filing fees on the mineral claims that was paid in fiscal 2011 and fiscal 2012 because we could not come to an agreement on an earn-in option and joint venture agreement with Northern Dynasty. On February 29, 2012, with effect from November 30, 2011, we executed an additional convertible promissory note (the “2011 Convertible Note” and together with the 2010 Convertible Note, the “Convertible Notes”) in the amount of $168,358 in reimbursement to Northern Dynasty of assessment work, rental fees and filing fees on our mineral claims.
As part of the transactions noted above, we entered into a letter agreement with Northern Dynasty whereby, subject to negotiating and signing a definitive earn-in option and joint venture agreement, Northern Dynasty could earn a 60% interest in our Big Chunk and Bonanza Hills projects in Alaska (the “Joint Venture Claims”) by spending $10,000,000 on those properties over six years. The outstanding loan amounts from Northern Dynasty could be applied as part of Northern Dynasty’s earn-in requirements. Northern Dynasty’s minimum annual expenditures under the earn-in would be the minimum level necessary to keep the Joint Venture Claims in good standing. Northern Dynasty could elect to abandon the earn-in at any time on 30 days’ notice, so long as sufficient annual labor was performed, or a cash payment in lieu of labor was made, in order to fulfill the annual labor requirements for the Joint Venture Claims for a minimum of 12 months after termination of the earn-in.
On November 14, 2012, we signed a loan settlement agreement with Northern Dynasty which would have discharged the $3,730,174 principal balance and $972,617 of accrued interest for the 2010 Convertible Note and would have terminated Northern Dynasty’s earn-in rights. In exchange for the settlement, we initiated transfer of 199 Alaska mining claims to Northern Dynasty’s subsidiary, U5 Resources. The transaction has not yet been completed.
Tombstone Super Project (“Tombstone”):
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Our CEO and Chief Geologist, James Briscoe, has long experience
in the Tombstone district, where he first worked in 1972. In the mid-1980s, he
concluded that much earlier regional geologic work had reached erroneous
conclusions and that Tombstone was a large and ancient (72 million years before
the present – or Laramide in age) volcanic structure – a caldera. He brought
this to the attention of the US Geological Survey caldera experts, who after
study concluded that Briscoe was correct. Subsequently, more than seventeen
calderas of various ages have been identified in Arizona, by
the US Geological survey, the Arizona Geological Survey and others. Such
calderas of Laramide age are all associated with porphyry alteration and copper
and associated mineralization; many of these have become very large copper
mines. Studies by Mr. Briscoe over the years, and more recently using advanced
technology, have indicated that alteration associated mineralization at
Tombstone is much more extensive than originally thought. This alteration lays
largely under cover and is indicated by geochemistry, geophysics and projection
of known geology into covered areas.
We hold 66 standard Federal lode mining claims located due east and southeast of the town of Tombstone, Arizona. We also hold Arizona State Mineral Exploration Permits (MEPs) covering 4766.9 acres or 7.45 square miles in the same area. We also hold an option to explore 33 standard Federal lode mining claims located in the same region. We plan to ascertain whether the Tombstone lode mining claims and MEPs possess commercially viable deposits of copper, gold, molybdenum, silver, zinc and other valuable metals.
The Tombstone claims are undeveloped. However significant amounts of aeromagnetic surveys, IP (Induced Polarization Surveys), geologic mapping by the USGS and others, and geochemical surveys including soil, rock and vegetation sampling have been conducted at various times by various parties, over the last 60 years. When compiled and analyzed these various data suggest a compelling series of anomalies that are typical of buried, dirt and rock covered porphyry copper system(s). Below is a summary of prior exploration activities performed on our Tombstone claims:
Technical Report: In mid March 2011, Liberty Star contracted SRK to prepare three (3) Technical studies and Reports in a form similar to mineral reports prescribed under NI 43-101. Members of SRK’s engineering/scientific staff supervised by a Qualified Person as defined under NI 43-101 and SRK’s Tucson Office Principal Geologist, Corolla Hoag, and geologist Dr. Jan Rasmussen have visited the Tombstone property. This information was combined with historic technical reports going back to 1878 and more recent data up to August 2011 (the date of their reports). The three Technical Reports are entitled: (1) Walnut Creek Exploration Report, Tombstone District, Arizona –August 31, 2011, 147 pages; (2) The Tombstone Caldera South Exploration Report, Tombstone District, Arizona –August 31, 2011, 144 pages; and (3) Hay Mountain Exploration Report, Tombstone District, Arizona – August 31 2011, 155 pages. We had also requested that SRK prepare a report on the Tombstone Consolidated Mines patented claims. These claims covered the entirety of historic productive area of the Tombstone mines which date to their discovery in 1877. However, before that report could be completed a competitor acquired a lease on those lands. These Technical Reports thoroughly summarize and illustrate the salient geotechnical data of the Tombstone Mining District covering about 250 square miles and present much data in computer map format. In such context, they analyze Liberty Star’s exploration programs as related to the entire area, make estimates and recommend execution of proposed Company exploration programs. Because of competitive pressure and the unique nature of the data which includes 40+ years of private report compilation by James Briscoe, our CEO, these reports are considered confidential and will not be released for the foreseeable future.
Geochemical sampling at the Hay Mountain Project: In 2011 and early 2012 we collected nearly 1,800 rock, soil and vegetation samples over 621 sample sites over approximately 14 square miles centered on the Hay Mountain property. These samples have been assayed for 63 elements generating about 113,000 analyses. The samples were prepared by MEG Inc. and have been shipped to ALS Minerals (ALS-Chemex) a Certified (under NI 43-101 criteria and approved by regulatory processes) geochemical analysis lab in Vancouver, British Columbia. Assay results are being sent to our Tucson office and when all assays are received our geology team will be able to generate computer analyses that allow interpretation of the data.
ZTEM EM Survey: We have requested and have received a
cost estimate from Geotech of Aurora (Toronto area) Ontario, Canada, which is
the only purveyor of this helicopter borne electromagnetic (EM) geophysical
method. We anticipate flying the Tombstone area this spring or summer. This
geophysical method has the ability to “look down” into the crust of the earth
about 2,000 meters (6,000 feet) and detect sulfides which may be associated with
porphyry copper systems. Test work over known Safford, Arizona porphyry copper
deposits along with thousands of verifying drill holes show the geometry of such
mineral systems can be determined, thus identifying whether it is a porphyry
copper system or some other mineral system,. When combined with
our geochemical data, we can determine the position of the copper-moly center of
the system and design our drill program to efficiently test and define
mineralization.
East Silver Bell Porphyry Copper Project (“East Silver Bell” or “ESB”):
Located northwest of Tucson, Arizona, the claims currently are within the Ironwood National Monument, which was established after the claims were staked and validated by numerous drill holes in addition to extensive technical studies. We plan to ascertain whether the East Silver Bell claims possess commercially viable deposits of copper. We hold an option to explore 26 standard Federal lode mining claims located in the same region. The optioned mineral claims are owned by JABA US Inc., a corporation in which two of our directors are owners. We have not identified any ore reserves to date.
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The East Silver Bell claims are undeveloped. The ESB block of claims were staked circa 1994 about five miles east of the ASARCO Solvent-Extraction-Electro-Winning (SXEW) plant. The East Silver Bell claims are directly adjacent and contiguous to the ASARCO Patented (fee simple) lands. Circa 1994 JABA (US) Inc. compiled geophysics –consisting of existing, widely spaced airborne magnetics, collected soil and vegetation geochemical samples, performed detailed photo interpretation from high resolution color aerial photography, mapped surface geology, breccia pipes and performed detailed mapping and interpretation of leached capping and performed very closely spaced man borne magnetic surveys over alteration and projection of the edge of the Silver Bell caldera and associated mineral belt that includes the Silver Bell porphyry copper mines that could be seen on the color air photos. The surface magnetic survey was interpreted by geophysicist Edward DeRidder, who pointed out a magnetic low that he interpreted as a porphyry copper magnetic low. Subsequently, north-south Induced Polarization (IP) lines were run and interpreted by Zonge engineering, to show a sulfide response at 900 to 1,000 feet below the surface. All of this data was plotted in 3D images showing overlapping and mutually reinforcing geochemical, ground magnetic and IP geophysics, and geologic- alteration mapped anomalies. Half of this responsive area lies on the adjacent ASARCO ground and half lies on JABA (US) ground. Subsequent to these studies, the ground was lease-optioned to Valarie Gold Exploration Inc., (Valarie) a Canadian exploration company. They drilled 6 holes to a predetermined depth of 600 feet, using a rotary drill and recovered drill chips, sampled at 5 foot intervals. The drilling penetrated and recovered classic chalcocite leached capping typical of that material occurring over ore bodies in the Silver Bell mines of North Silver Bell, El Tiro and Oxide open pit mines. Geochemical assays of the cuttings showed three to four relict ghost copper enriched zones to the final arbitrary depth of six hundred feet. These holes did not penetrate the leached chalcocite capping rock and did not enter sulfides. Valarie relinquished their lease. Latter Kennecott Copper Corp. optioned the claims and drilled three rotary drill holes. Of these holes two twisted off the drill bits at shallow depth and had to be abandoned while in the leached chalcocite capping. One hole penetrated to a depth of 1,000 feet but poor sampling procedures negated any meaningful data from this hole, when primary samples were irretrievably lost. These two drill attempts were predictably not successful but geochemistry from the Valarie drill holes did show shadow geochemical copper enrichment indicating chalcocite enrichment in the sulfide blanket below and the Kennecott effort did recover some chalcocite (enriched copper sulfide) Circa 1998 the Ironwood National Monument was created over JABA’s valid mining claims. The surface of these claims cannot be used to extract the copper mineral body below by the open pit mining method. Since half of the of the geophysically, geochemically, geologically, alteration indicated mineral body is located on ASARCO patented land and because the ASARCO SXEW plant is only five miles to the west, it is believed that this mineral body can be extracted from the ASARCO property by underground – in situ leach technology at some point in the future. To date we have not identified any ore reserves on the East Silver Bell Project.
We have not found any mineral resources on any of our claims.
ITEM 3. LEGAL PROCEEDINGS.
A civil action is pending in the Alaska Superior Court in Anchorage, Alaska, that concerns title to some Alaska state mining claims owned by Big Chunk Corp., a subsidiary of Liberty Star. In this action Big Chunk and Liberty Star are requesting a judicial determination that certain lien claim notices recorded by a party named MBGS, LLC, against the mining claims are void; and MBGS is seeking an order enforcing the lien claims. Liberty Star and Big Chunk recently filed a motion for summary judgment to invalidate the lien claims. As was anticipated, MBGS opposed this motion. The lien claims are based on a debt alleged by MBGS to be due from Liberty Star. The existence of this alleged debt is disputed. MBGS has not disclosed its contention as to the amount of the debt. Liberty Star and Big Chunk hope to receive a favorable ruling on the pending motion within the next several months. This is the only legal proceeding involving the company or its property.
ITEM 4. MINE SAFETY DISCLOSURES.
Under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and under the SEC's recently adopted 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.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock was listed and commenced trading on the OTC Bulletin Board on July 15, 2003 when our corporate name was Titanium Intelligence Inc. On February 3, 2004, we merged with our subsidiary and changed our name to Liberty Star Gold Corp. and traded under the symbol "LBTS.OB". On April 16, 2007 we again changed our name to Liberty Star Uranium & Metals Corp. and our stock changed its trading symbol to “LBSU.OB”. On September 1, 2009 we effected a one for four reverse stock split of our authorized and issued and outstanding common stock. As a result our authorized capital decreased to 1,250,000,000 shares of common stock with a par value of $0.00001. Our stock is traded under a new symbol LBSR as of the opening of trading on September 1, 2009.
The following table sets forth, for the periods indicated, the high and low bid prices for our common stock on the OTC Bulletin Board:
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| OTC Bulletin Board (1) | ||
| Quarter Ended | High | Low |
| January 31, 2013 | $0.024 | $0.0109 |
| October 31, 2012 | $0.0345 | $0.022 |
| July 31, 2012 | $0.0405 | $0.017 |
| April 30, 2012 | $0.0387 | $0.0202 |
| January 31, 2012 | $0.00 | $0.00 |
| October 31, 2011 | $0.00 | $0.00 |
| July 31, 2011 | $0.00 | $0.00 |
| April 30, 2011 | $0.042 | $0.00 |
| (1) |
These bid prices were taken from OTC Markets quarterly trade and quote summary report. Such over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark down or commission and may not necessarily represent actual transactions. |
Our common stock is issued in registered form. The Nevada Agency and Transfer Company, of Suite 880 Bank of America, 50 West Liberty Street, Reno, Nevada 89501 USA (telephone: 775.322.0626; facsimile 775.322.5632) is the registrar and transfer agent for our common stock.
On January 31, 2013, the shareholders' list for our common stock showed 740,710,265 shares issued and outstanding with 78 registered stockholders and approximately 8,500 stockholders whose names and contact information we have and an unknown number of unregistered stockholders whose shares are held in their brokerage accounts. The closing sale price for our common stock on May 13, 2013, as reported on the OTC Bulletin Board, was $0.011.
Recent Sales of Unregistered Securities
On July 15, 2010, we issued a secured convertible promissory note (the “2010 Convertible Note”) to Northern Dynasty Minerals Ltd (“Northern Dynasty”). The original advanced amount is $4,000,000 and bears interest at a rate of 10% per annum compounded monthly (the “Loan”). On August 17, 2010, we transferred 95 of our Alaska State mineral claims from the Big Chunk Super Project to Northern Dynasty for consideration of $1,000,000 of the original advanced amount under the Convertible Note, leaving $3,000,000 of the Loan amount outstanding. No interest accrued on the $1,000,000 of the original advanced amount. Effective September 1, 2011, the agreement with Northern Dynasty was amended to increase the 2010 Convertible Note by $561,816 to reimburse Northern Dynasty for assessment work, rental fees, cash in lieu of assessment work and filing fees on the mineral claims that was paid in fiscal 2011 and fiscal 2012 because we could not come to an agreement on an earn-in option and joint venture agreement with Northern Dynasty. On February 29, 2012, with effect from November 30, 2011, we executed an additional convertible promissory note in the amount of $168,358 (“2011 Convertible Note”) in reimbursement to Northern Dynasty of assessment work, rental fees and filing fees on our mineral claims. Northern Dynasty is not a U.S. person (as that term is defined in Regulation S of the 1933 Act). In issuing the Convertible Notes to Northern Dynasty, we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the 1933 Act. For more information regarding the 2011 Convertible Note and the original 2010 Convertible Note, please see Letter Agreement and Secured Convertible Note with Northern Dynasty Minerals Ltd. With Respect to Big Chunk under Item 2 to this report. Provided a minimum of $1,000,000 has been expended by Northern Dynasty on earn in expenses, the convertible notes will be convertible until repaid or deemed repaid, into common shares of our company at the 5 day volume weighted average trading price immediately prior to Northern Dynasty giving a notice of conversion less the maximum allowable discount applicable as if our company’s shares were listed on the TSX Venture Exchange. To date Northern Dynasty has expended $712,756 of the $1,000,000 earn in expenses. Principal balance of the 2010 Convertible Note at January 31, 2013 is $3,730,174 with accrued interest on the 2010 Convertible Note at January 31, 2013 at $972,617.
On November 14, 2012, we signed a loan settlement agreement with Northern Dynasty which would have discharged the $3,730,174 principal balance and $972,617 of accrued interest for the 2010 Convertible Note and would have terminated Northern Dynasty’s earn-in rights. In exchange for the settlement, we initiated transfer of 199 Alaska mining claims to Northern Dynasty’s subsidiary, U5 Resources. The transaction has not yet been completed.
In June 2011, one investor exercised 21,061,763 of the August 2009 common stock purchase warrants using the cashless exercise provision. The cashless exercise provision allows the investor, if the fair market value of one share of common stock is greater than the exercise price, to elect to receive shares equal to the value of the warrant less a portion of the warrant that is cancelled using a specific formula. We issued 20,000,000 shares of common stock and cancelled 1,061,763 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received. We issued these shares pursuant to an exemption from registration set out in Section 4(2) of the Securities Act of 1933.
In August 2011, one investor exercised 2,598,898 of the August 2009 common stock purchase warrants using the cashless exercise provision. We issued 2,500,000 shares of common stock and cancelled 98,898 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received. We issued these shares pursuant to an exemption from registration set out in Section 4(2) of the Securities Act of 1933.
In August 2011, one investor exercised 192,308 of the May 2007 common stock purchase warrants using the cashless exercise provision. We issued 187,507 shares of common stock and cancelled 4,801 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received. We issued these shares pursuant to an exemption from registration set out in Section 4(2) of the Securities Act of 1933.
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In August 2011, we sold 5,000,000 units at a price of $0.02 per unit to one investor for net proceeds of $100,000. The financing consisted of 5,000,000 common shares of our company and 2,500,000 common stock purchase warrants. Each common stock purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.0264 until August 31, 2016. The common stock purchase warrants contain a cashless exercise provision. The common stock purchase warrants also contain an exercise price adjustment whereby if we issue common stock, convertible debt instruments, warrants or stock options prior to the expiration of the warrants or complete exercise of the warrants at a price less $0.04 per common share, then the exercise price of these warrants shall be reduced to such lower price. The securities were issued to an accredited investor pursuant to an exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D.
In December 2011, we sold 5,800,000 units at a price of $0.0264 per unit to three investors for net proceeds of $153,120. The financing consisted of 5,800,000 common shares of our company and 5,800,000 whole share non-transferable common stock purchase warrants. Each common stock purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.03696 until December 13, 2014. The securities were issued to accredited investors pursuant to an exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D.
On January 12, 2011, we sold 1,313,370 units at a price of $0.038 per unit to one investor for net proceeds of $50,000. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.06 until January 12, 2014. The securities were issued to an accredited investor pursuant to an exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D.
On January 19, 2012, we entered into a financing agreement (the “Fairhills Agreement”) with Fairhills Capital Offshore Ltd. (“Fairhills Capital”), whereby Fairhills Capital will provide for a non-brokered financing arrangement of up to $10,000,000. The financing allows but does not require us to issue and sell up to the number of shares of common stock having an aggregate purchase price of $10,000,000 to Fairhills Capital. Subject to the terms and conditions of the Fairhills Agreement and a registration rights agreement entered into concurrently (the “Registration Rights Agreement”), we may, in our sole discretion, deliver a notice to Fairhills Capital which states the dollar amount which we intend to sell to Fairhills Capital on a certain date. The amount that we shall be entitled to sell to Fairhills Capital shall be equal to two hundred percent (200%) of the average daily volume (U.S. market only) of our shares of common stock for the ten (10) trading days prior to the applicable notice date. Such shares of common stock will be valued at a 27.5% discount from the weighted average trading price of our stock for the five (5) trading days before Fairhills Capital receives our notice of sale. The shares of common stock that we sell to Fairhills Capital must be registered stock, among other conditions of investment.
Pursuant to the Registration Rights Agreement, we agreed to file a registration statement on Form S-1 with the Securities and Exchange Commission within twenty-one (21) days of the date of the Registration Rights Agreement and to have a registration statement declared effective by the Securities and Exchange Commission within one hundred and twenty (120) calendar days from January 19, 2012. The registration statement was filed on March 13, 2012 and has been declared effective.
On February 23, 2012, we sold 2,209,596 units at a price of $0.03168 per unit to one investor for gross proceeds of $70,000. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.04435 until February 23, 2015. The investor is a U.S. Person 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.
On February 12, 2012, we sold 2,000,715 units at a price of $0.02799 per unit to one investor for gross proceeds of $56,000. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.03919 until February 3, 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.
In February 2012, one investor exercised 2,646,199 of the August 2009 common stock purchase warrants using the cashless exercise provision. We issued 2,500,000 shares of common stock and cancelled 146,199 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received. We issued these shares pursuant to an exemption from registration set out in Section 4(2) of the Securities Act of 1933.
On March 14, 2012, we sold 2,000,000 units at a price of $0.02844 per unit to one investor for gross proceeds of $56,880. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.03982 until March 14, 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.
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In March 2012, one investor exercised 84,615 of the May 2007 common stock purchase warrants using the cashless exercise provision. We issued 21,757 shares of common stock and cancelled 62,868 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received. We issued these shares pursuant to an exemption from registration set out in Section 4(2) of the Securities Act of 1933.
In December 2012 and January 2013, we issued 7,359,399 units, at prices ranging from $0.0116 to $0.0156 per unit, to contractors who had provided services, directly or indirectly, on our Alaska properties. These units were issued in lieu of cash payments and in satisfaction of claims for services provided. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investors to purchase one additional common share of our company at prices ranging from $0.0162 to $0.0218 until January 17, 2016. The investors are U.S. Persons and are accredited investors and in issuing securities to the investors we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D promulgated thereunder.
In August and September 2012, we sold 6,156,153 units, at prices ranging from $0.027 to $0.031 per unit, to investors for gross proceeds of $180,000. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investors to purchase one additional common share of our company at prices ranging from $0.038 to $0.044 until August 29, 2015. The investors are U.S. Persons and are accredited investors and in issuing securities to the investors we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D promulgated thereunder.
In May and July 2012, we sold 4,859,073 units, at prices ranging from $0.027 to $0.033 per unit, to investors for gross proceeds of $150,004. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investors to purchase one additional common share of our company at prices ranging from $0.027 to $0.047 until July 23, 2015. The investors are U.S. Persons and are accredited investors and in issuing securities to the investors we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D promulgated thereunder.
In May and July 2012, investors exercised 19,861,870 of the May 2007 common stock purchase warrants using the cashless exercise provision. We issued 18,033,814 shares of common stock and cancelled 1,828,056 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received. We issued these shares pursuant to an exemption from registration set out in Section 4(2) of the Securities Act of 1933. The remaining 759,160 common stock purchase warrants from May 2007 expired on May 11, 2012 without exercise.
All proceeds will be used for working capital and exploration expenses.
Equity Compensation Plan Information
As of January 31, 2013, we had three compensation plans in place, entitled "2004 Stock Option Plan", “2007 Stock Option Plan” and “2010 Stock Option Plan”. These plans have been approved by our security holders. These plans have been given retroactive effect of the 1 for 4 reverse stock split on September 1, 2009.
Plan category |
Total number of securities authorized |
Number of securities to be issued upon exercise of outstanding options as at January 31, 2013 (a) |
Weighted-average exercise price of outstanding options as at January 31, 2013 (b) |
Number of securities remaining available for further issuance as at January 31, 2013 (excluding securities reflected in column (a)) (c) |
| 2004 Stock Option Plan | 962,500 | 451,375 | $4.51 | 511,125 |
| 2007 Stock Option Plan | 2,500,000 | 212,500 | $0.88 | 2,287,500 |
| 2010 Stock Option Plan | 95,500,000 | 90,875,000 | $0.037 | 4,625,000 |
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On January 10, 2012, we granted incentive stock options and non-qualified stock options to certain of our directors, officers, employees and consultants to purchase an aggregate of 10,500,000 shares of our common stock at an exercise price of $0.027 per share for a ten year term expiring on January 10, 2022. The options were 50% vested upon granting and vested another 25% on January 10, 2013 and will vest another 25% on January 10, 2014. The options that were vested immediately may be exercised using a cashless exercise formula.
Dividends
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to increase our working capital and do not anticipate paying any cash dividends in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. We refer you to the cautionary statement regarding forward-looking statements included at the beginning of this annual report. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" included in this annual report.
Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with accounting principles generally accepted in the United States of America.
Overview
We are an exploration stage company engaged in the acquisition and exploration of mineral properties in the States of Arizona and Alaska. Claims in the State of Alaska are held in the name of our wholly-owned subsidiary, Big Chunk Corp. 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 within a mineral province such as the Arizona Strip or a large structural feature such as calderas which occur at Big Chunk, East Silver Bell, and Tombstone, any one or more of which could potentially contain commercially viable quantities of minerals.
Liquidity and Capital Resources
We had cash and cash equivalents in the amount of $117,716 as of January 31, 2013. We had negative working capital of $(5,025,086) as of January 31, 2013. We had cash inflows from financing activities of $1,683,254 for the year ended January 31, 2013. We will need additional funds in order to proceed with our planned exploration program.
Letter Agreement and Secured Convertible Notes with Northern Dynasty Minerals Ltd.
On July 15, 2010, we issued a secured convertible promissory note (the “2010 Convertible Note”) to Northern Dynasty Minerals Ltd (“Northern Dynasty”). The original advanced amount is $4,000,000 and bears interest at a rate of 10% per annum compounded monthly (the “Loan”). On August 17, 2010, we transferred 95 of our Alaska State mineral claims from the Big Chunk Super Project to Northern Dynasty for consideration of $1,000,000 of the original advanced amount under the Convertible Note, leaving $3,000,000 of the Loan amount outstanding. No interest accrued on the $1,000,000 of the original advanced amount. Effective September 1, 2011 the agreement with Northern Dynasty was amended to increase the 2010 Convertible Note by $561,816 to reimburse Northern Dynasty for assessment work, rental fees, cash in lieu of assessment work and filing fees on the mineral claims that was paid in fiscal 2011 and fiscal 2012 because we could not come to an agreement on an earn-in option and joint venture agreement with Northern Dynasty. On February 29, 2012, with effect from November 30, 2011, we executed an additional convertible promissory note (the “2011 Convertible Note” and together with the 2010 Convertible Note, the “Convertible Notes”) in the amount of $168,358 in reimbursement to Northern Dynasty of assessment work, rental fees and filing fees on our mineral claims. Principal balance of the Convertible Notes at January 31, 2013 and 2012 was $3,730,174. Accrued interest on the Convertible Notes at January 31, 2013 and 2012 was $972,617 and $526,971, respectively.
As part of the transactions noted above, we entered into a letter agreement with Northern Dynasty whereby, subject to negotiating and signing a definitive earn-in option and joint venture agreement, Northern Dynasty can earn a 60% interest in our Big Chunk and Bonanza Hills projects in Alaska (the “Joint Venture Claims”) by spending $10,000,000 on those properties over six years. The outstanding loan amounts from Northern Dynasty may be applied as part of Northern Dynasty’s earn-in requirements. Northern Dynasty’s minimum annual expenditures under the earn-in would be the minimum level necessary to keep the Joint Venture Claims in good standing. Northern Dynasty may elect to abandon the earn-in at any time on 30 days’ notice, so long as sufficient annual labor is performed, or a cash payment in lieu of labor is made, in order to fulfill the annual labor requirements for the Joint Venture Claims for a minimum of 12 months after termination of the earn-in. To date, no joint venture agreement has been agreed upon and as such, Northern Dynasty may demand payment of the funds due under the Convertible Notes at any time upon 45 days notice.
17
The Convertible Notes are secured against our Big Chunk and Bonanza Hills property. The Convertible Notes are due for repayment 45 days after the earlier to occur of: (i) Northern Dynasty’s completion of its earn-in to the Joint Venture Claims unless it has elected to deem the entire outstanding balance of the Convertible Note (including interest thereon) to be part of the earn-in expenditure requirements and (ii) termination of Northern Dynasty’s earn-in right by voluntary abandonment provided that $1,000,000 in expenditures has been made; or (iii) termination of Northern Dynasty’s earn-in right on account of a superior third party joint venture offer.
Provided a minimum of $1,000,000 has been expended by Northern Dynasty on earn in expenses, the Convertible Notes will be convertible until repaid or deemed repaid, into common shares of our company at the 5 day volume weighted average trading price immediately prior to Northern Dynasty giving a notice of conversion less the maximum allowable discount applicable as if our shares were listed on the TSX Venture Exchange. At January 31, 2013, Northern Dynasty has expended $712,756 of the $1,000,000 earn in expenses. The Convertible Note may be pre-paid by our company without penalty at any time on 10 days prior notice during which time Northern Dynasty’s conversion rights are unaffected.
On November 14, 2012, we signed a loan settlement agreement with Northern Dynasty which would have discharged the $3,730,174 principal balance and $972,617 of accrued interest for the 2010 Convertible Note and would have terminated Northern Dynasty’s earn-in rights. In exchange for the settlement, we initiated transfer of 199 Alaska mining claims to Northern Dynasty’s subsidiary, U5 Resources. The transaction has not yet been completed, pending resolution of liens filed by a contractor which have temporarily delayed the acceptance of the claims transferred to Northern Dynasty.
Financing Agreement with Fairhills Capital Offshore Ltd.
On January 19, 2012, we entered into a financing agreement (the “Fairhills Agreement”) with Fairhills Capital Offshore Ltd. (“Fairhills Capital”), whereby Fairhills Capital will provide for a non-brokered financing arrangement of up to $10,000,000. The financing allows but does not require us to issue and sell up to the number of shares of common stock having an aggregate purchase price of $10,000,000 to Fairhills Capital. Subject to the terms and conditions of the Fairhills Agreement and a registration rights agreement entered into concurrently (the “Registration Rights Agreement”), we may, in our sole discretion, deliver a notice to Fairhills Capital which states the dollar amount which we intend to sell to Fairhills Capital on a certain date. The amount that we shall be entitled to sell to Fairhills Capital shall be equal to two hundred percent (200%) of the average daily volume (U.S. market only) of our shares of common stock for the ten (10) trading days prior to the applicable notice date. Such shares of common stock will be valued at a 27.5% discount from the weighted average trading price of our stock for the five (5) trading days before Fairhills Capital receives our notice of sale. The shares of common stock that we sell to Fairhills Capital must be registered stock, among other conditions of investment.
In connection with the Investment Agreement, we also entered into a registration rights agreement with Fairhills. Pursuant to this registration rights agreement, we registered with the Securities and Exchange Commission 185,000,000 shares of the common stock underlying the Investment Agreement.
On November 13, 2012, we filed a 424B prospectus with the Securities Exchange Commission, acknowledging the assignment of all the rights under our investment agreement with Fairhills Capital Offshore Ltd. (Fairhills) to Deer Valley Management, LLC (Deer Valley). The Investment Agreement and other associated agreements were assigned by Fairhills to Deer Valley on November 6, 2012, and Liberty Star consented to the assignment. Fairhills and Deer Valley share the same ownership and management and there has not been any substantial change to our arrangement under the Investment Agreement as a result of the Assignment.
Results of Operations for the year ended January 31, 2013
We had a net loss of $(2,644,787) for the twelve-month period ended January 31, 2013 compared to a net loss of $(2,461,459) for the twelve-month period ended January 31, 2012. The two periods were comparable, and there were no significant changes in the level of expenditures by category.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Presentation of Financial Information
Our consolidated financial statements for the period ended January 31, 2013 reflect financial information for the twelve month period ending January 31, 2013, as well as from inception through January 31, 2013 and for the twelve-month period ended January 31, 2012.
18
Since we have not generated any revenue, we have included a reference to our ability to continue as a going concern in connection with our consolidated financial statements for the years ended January 31, 2013 and 2012. Our accumulated stockholders’ equity (deficit) at January 31, 2013, was $(4,956,191) and the net loss for the year ended January 31, 2013 was $(2,644,787). All of our exploration costs are expensed as incurred.
These consolidated financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized, and liabilities settled in the ordinary course of business. Accordingly, these consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
In order to continue as a going concern, we require additional financing. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to continue as a going concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in the preparation of the consolidated financial statements.
Critical Accounting Policies
Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Our significant accounting policies are described in Note 2 to the consolidated financial statements included in Item 8 in this Form 10-K. The critical accounting policies adopted by our company are as follows:
Going Concern
Since we have not generated any revenue, we have negative cash flows from operations, and negative working capital we have included a reference to the substantial doubt about our ability to continue as a going concern in connection with our consolidated financial statements for the period ended January 31, 2013. Our total stockholders’ equity (deficit) at January 31, 2013 was $(4,956,191).
These consolidated financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized, and liabilities settled in the ordinary course of business. Accordingly, these consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
Mineral claims
We account for costs incurred to acquire, maintain and explore mineral properties as charged to expense in the period incurred until the time that a proven mineral resource is established at which point development of the mineral property would be capitalized. Currently, we do not have any proven mineral resources on any of our mineral properties.
Convertible promissory notes
We reviewed the convertible promissory notes and the related subscription agreements to determine the appropriate reporting within the financial statements. We report convertible promissory notes as liabilities at their carrying value less unamortized discounts in accordance with the applicable accounting guidance. We bifurcate conversion options and detachable common stock purchase warrants and report them as liabilities at fair value at each reporting period when required in accordance with the applicable accounting guidance. No gain or loss is reported when the notes are converted into shares of our common stock in accordance with the note’s terms.
Common stock purchase warrants
We report common stock purchase warrants as equity unless a condition exists which requires reporting as a derivative liability at fair market value. For common stock purchase warrants reported as a derivative liability, as well as new and modified warrants reported as equity, we utilize the Black-Scholes valuation method in order to determine fair value.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.
The following consolidated financial statements are filed as part of this annual report:
19
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of January 31, 2013 and 2012
Consolidated Statements of Operations for the twelve months ended January 31, 2013, the twelve months ended January 31, 2012 and the period from inception (August 20, 2001) to January 31, 2013
Consolidated Statements of Stockholders' Equity (Deficit) for the period from inception (August 20, 2001) to January 31, 2013
Consolidated Statements of Cash Flows for the twelve months ended January 31, 2013, the twelve months ended January 31, 2012 and for the period from inception (August 20, 2001) to January 31, 2013
Notes to Consolidated Financial Statements
20
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders of
Liberty Star Uranium
& Metals Corp.
We have audited the accompanying consolidated balance sheet of Liberty Star Uranium & Metals Corp. and its subsidiaries (an exploration stage company) (collectively, the “Company”) as of January 31, 2013 and 2012, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position Star Uranium & Metals Corp. and its subsidiaries as of January 31, 2013 and 2012, and the results of their operations, changes in stockholders’ equity (deficit), and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company is in the exploration stage, has suffered recurring losses from operations, and requires additional funds for further exploratory activity prior to attaining a revenue generating status. In addition, the Company may not find sufficient ore reserves to be commercially mined. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
/s/ MaloneBailey, LLP
Houston, Texas
May 16, 2013
| 21 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| CONSOLIDATED BALANCE SHEETS |
| ASSETS | ||||||
| January 31, 2013 | January 31, 2012 | |||||
| Current: | ||||||
| Cash and cash equivalents | $ | 117,716 | $ | 155,869 | ||
| Prepaid expenses and supplies | 8,662 | 14,151 | ||||
| Total current assets | 126,378 | 170,020 | ||||
| Property and equipment, net | 81,200 | 129,510 | ||||
| Certificates of deposit | - | 3,000 | ||||
| Total assets | $ | 207,578 | $ | 302,530 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||
| Current: | ||||||
| Current portion of long-term debt | $ | 5,089 | $ | 4,631 | ||
| Convertible promissory note | 3,730,174 | 3,730,174 | ||||
| Accounts payable and accrued liabilities | 151,480 | 12,470 | ||||
| Accrued wages to related parties | 276,992 | 183,367 | ||||
| Accrued interest | 972,617 | 526,971 | ||||
| Warrant liability | 15,112 | 53,948 | ||||
| Total current liabilities | 5,151,464 | 4,511,561 | ||||
| Long-term debt, net of current portion | 12,305 | 17,393 | ||||
| Total liabilities | 5,163,769 | 4,528,954 | ||||
| Stockholders’ equity (deficit) | ||||||
| Common stock -
$.00001 par value; 1,250,000,000 shares
authorized; 740,710,265 and 635,899,389 shares issued and outstanding |
7,408 |
6,359 |
||||
| Additional paid-in capital | 47,912,449 | 45,998,478 | ||||
| Deficit accumulated during the exploration stage | ( (52,876,048 | ) | ( 50,231,261 | ) | ||
| Total stockholders’ equity (deficit) | (4,956,191 | ) | (4,226,424 | ) | ||
| Total liabilities and stockholders’ equity (deficit) | $ | 207,578 | $ | 302,530 | ||
The Accompanying Notes are an Integral Part of the Consolidated Financial Statements
| 22 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| Cumulative from | |||||||||
| date of inception | |||||||||
| (August 20, 2001) | |||||||||
| For the twelve | For the twelve | to | |||||||
| months ended | months ended | January 31, 2013 | |||||||
| January 31, 2013 | January 31, 2012 | (unaudited) | |||||||
| Revenues | $ | - | $ | - | $ | - | |||
| Expenses: | |||||||||
| Geological and geophysical costs | 1,105,960 | 1,107,560 | 15,365,540 | ||||||
| Salaries and benefits | 352,159 | 434,149 | 4,268,515 | ||||||
| Public relations | 78,729 | 52,440 | 855,211 | ||||||
| Depreciation | 41,610 | 63,297 | 921,140 | ||||||
| Legal | 72,754 | 65,385 | 967,331 | ||||||
| Professional services | 107,540 | 81,788 | 1,376,128 | ||||||
| General and administrative | 430,877 | 260,315 | 2,403,313 | ||||||
| Travel | 31,129 | 51,018 | 273,636 | ||||||
| Settlement expense | - | - | 13,241,020 | ||||||
| Impairment loss | - | - | 16,092,870 | ||||||
| Net operating expenses | 2,220,758 | 2,115,952 | 55,764,704 | ||||||
| Gain (loss) on sale of assets | (12,119 | ) | - | ( 54,572 | ) | ||||
| Loss from operations | (2,232,877 | ) | (2,115,952 | ) | (55,819,276 | ) | |||
| Other income (expense): | |||||||||
| Interest income | 134 | 869 | 198,758 | ||||||
| Interest expense | (450,880 | ) | (364,804 | ) | (6,375,156 | ) | |||
| Debt conversion expense | - | - | ( 103,437 | ) | |||||
| Gain (loss) on change in fair value of warrant liability | 38,836 | 18,428 | ( 3,635,198 | ) | |||||
| Other income | - | - | 1,350,390 | ||||||
| Income from Elle Venture | - | - | 300,000 | ||||||
| Foreign exchange gain | - | - | 505 | ||||||
| Gain on settlement of debt to related party | - | - | 7,366 | ||||||
| Total other income (expense) | (411,910 | ) | (345,507 | ) | (8,256,772 | ) | |||
| Net (loss) | (2,644,787 | ) | (2,461,459 | ) | (64,076,048 | ) | |||
| Basic and diluted net loss per share of common stock | $ | (0.00 | ) | $ | (0.00 | ) | $ | N/A | |
| Basic and diluted weighted average number
of shares of common stock outstanding |
677,767,166 |
618,542,673 |
N/A |
The Accompanying Notes are an Integral Part of the Consolidated Financial Statements
| 23 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) |
| Additional | Deficit accumulated | Total | |||||||||||||
| Common stock | paid-in | during | stockholders’ | ||||||||||||
| Shares | Amount | capital | the exploration stage | equity (deficit) | |||||||||||
| Balance, August 20, 2001 (Date of inception)(unaudited) | - | $ | - | $ | - | $ | - | $ | - | ||||||
| Common stock issued for cash | 5,000,000 | 50 | 99,950 | - | 100,000 | ||||||||||
| Net loss for the
period from inception, August 20, 2001, to January
31, 2004 |
- |
- |
- |
( 132,602 |
) | ( 132,602 |
) | ||||||||
| Balance, January 31, 2004 (unaudited) | 5,000,000 | 50 | 99,950 | ( 132,602 | ) | ( 32,602 | ) | ||||||||
| Acquisition, February 3, 2004 | 4,375,000 | 44 | 15,924,956 | - | 15,925,000 | ||||||||||
| Issuance of common stock and warrants private placement | 650,000 | 7 | 2,999,993 | - | 3,000,000 | ||||||||||
| Options issued for services | - | - | 94,350 | - | 94,350 | ||||||||||
| Return of shares | ( 1,750,000 | ) | ( 18 | ) | ( 11,199,982 | ) | 11,200,000 | - | |||||||
| Net loss for the year ended January 31, 2005 | - | - | - | ( 18,392,024 | ) | ( 18,392,024 | ) | ||||||||
| Balance, January 31, 2005 (unaudited) | 8,275,000 | 83 | 7,919,267 | ( 7,324,626 | ) | 594,724 | |||||||||
| Issuance of common stock and warrants private placement | 972,172 | 10 | 5,052,722 | - | 5,052,732 | ||||||||||
| Net loss for the year ended January 31, 2006 | - | - | - | ( 4,627,965 | ) | ( 4,627,965 | ) | ||||||||
| Balance, January 31, 2006 (unaudited) | 9,247,172 | 93 | 12,971,989 | ( 11,952,591 | ) | 1,019,491 | |||||||||
| Issuance of common stock private placement | 990,596 | 10 | 2,545,985 | - | 2,545,995 | ||||||||||
| Issuance of common stock for services | 37,500 | - | 93,000 | - | 93,000 | ||||||||||
| Expenses of common stock issuance | - | - | ( 320,000 | ) | - | ( 320,000 | ) | ||||||||
| Options granted to consultants and employees | - | - | 832,343 | - | 832,343 | ||||||||||
| Net loss for the year ended January 31, 2007 | - | - | - | ( 3,267,948 | ) | ( 3,267,948 | ) | ||||||||
| Balance, January 31, 2007 (unaudited) | 10,275,268 | 103 | 16,123,317 | ( 15,220,539 | ) | 902,881 | |||||||||
| Issuance of common stock private placement | 429,700 | 4 | 1,074,413 | - | 1,074,417 | ||||||||||
| Issuance of common stock for services | 28,000 | - | 54,540 | - | 54,540 | ||||||||||
| Issuance of common stock for conversion of promissory note | 99,884 | 1 | 259,698 | - | 259,699 | ||||||||||
| Options granted to employees and consultants | - | - | 358,646 | - | 358,646 | ||||||||||
| Issuance of common stock purchase warrants | - | - | 1,421,538 | - | 1,421,538 | ||||||||||
| Beneficial conversion feature of convertible promissory notes | - | - | 1,842,734 | - | 1,842,734 | ||||||||||
| Net loss for the year ended January 31, 2008 | - | - | - | ( 5,697,935 | ) | ( 5,697,935 | ) | ||||||||
| Balance, January 31, 2008 (unaudited) | 10,832,852 | 108 | 21,134,886 | ( 20,918,474 | ) | 216,520 | |||||||||
| Issuance of common stock for conversion or payment of promissory note | 37,646,325 | 376 | 1,839,135 | - | 1,839,511 | ||||||||||
| Issuance of common stock for inducement to convert promissory note | 7,500 | - | 9,000 | - | 9,000 | ||||||||||
| Reduction of conversion price for inducement to convert promissory note | - | - | 94,437 | - | 94,437 | ||||||||||
| Stock based compensation | - | - | 576,244 | - | 576,244 | ||||||||||
| Common stock purchase warrants exercise price reduction | - | - | 67,700 | - | 67,700 | ||||||||||
| Net loss for the year ended January 31, 2009 | - | - | - | ( 4,176,066 | ) | ( 4,176,066 | ) | ||||||||
| Balance, January 31, 2009 (unaudited) | 48,486,677 | 484 | 23,721,402 | ( 25,094,540 | ) | ( 1,372,654 | ) | ||||||||
| Issuance of common stock for conversion or payment of promissory note | 199,170,302 | 1,992 | 603,661 | - | 605,653 | ||||||||||
| Beneficial conversion feature of convertible promissory notes | - | - | 330,366 | - | 330,366 | ||||||||||
| Net loss for the year ended January 31, 2010 | - | - | - | ( 2,809,843 | ) | ( 2,809,843 | ) | ||||||||
| Balance, January 31, 2010 (unaudited) | 247,656,979 | 2,476 | 24,655,429 | ( 27,904,383 | ) | ( 3,246,478 | ) | ||||||||
| Issuance of common stock for conversion or payment of promissory note | 187,127,678 | 1,872 | 273,105 | - | 274,977 | ||||||||||
| Issuance of common stock and warrants private placement, net | 31,778,484 | 318 | 1,284,363 | - | 1,284,681 | ||||||||||
| Exercise of common stock purchase warrants | 135,848,741 | 1,358 | 1,880,588 | - | 1,881,946 | ||||||||||
| Issuance and modification of common stock purchase warrants | - | - | 15,089,884 | - | 15,089,884 | ||||||||||
| Stock based compensation | - | - | 2,530,750 | - | 2,530,750 | ||||||||||
| Net loss for the year ended January 31, 2011 | - | - | - | ( 19,865,419 | ) | ( 19,865,419 | ) | ||||||||
| Balance, January 31, 2011 (unaudited) | 602,411,882 | 6,024 | 45,714,119 | ( 47,769,802 | ) | (2,049,659 | ) | ||||||||
| Cashless exercise of common stock purchase warrants | 22,687,507 | 227 | (227 | ) | - | - | |||||||||
| Issuance of common stock and warrants private placement, net | 10,800,000 | 108 | 253,012 | - | 253,120 | ||||||||||
| Stock based compensation | - | - | 103,950 | - | 103,950 | ||||||||||
| Recognition of derivative liabilities into Additional Paid-In Capital | (72,376 | ) | (72,376 | ) | |||||||||||
| Net loss for the year ended January 31, 2012 | - | - | - | (2,461,459 | ) | (2,461,459 | ) | ||||||||
| Balance, January 31, 2012 | 635,899,389 | $ | 6,359 | $ | 45,998,478 | $ | (50,231,261 | ) | $ | (4,226,424 | ) | ||||
| Cashless exercise of common stock purchase warrants | 20,555,571 | 205 | (205 | ) | - | - | |||||||||
| Issuance of common stock and warrants private placement, net | 17,225,537 | 173 | 512,711 | - | 512,884 | ||||||||||
| Issuance of common shares for cash pursuant to investment agreement | 59,670,369 | 597 | 1,174,403 | - | 1,175,000 | ||||||||||
| Issuance of common stock for third party service | 7,359,399 | 74 | 91,066 | 91,140 | |||||||||||
| Stock based compensation | - | - | 135,996 | - | 135,996 | ||||||||||
| Net loss for the year ended January 31, 2013 | - | - | - | (2,644.787 | ) | (2,644,787 | ) | ||||||||
| Balance, January 31, 2013 | 740,710,265 | $ | 7,408 | $ | 47,912,449 | $ | (52,876,048 | ) | $ | (4,956,191 | ) | ||||
The Accompanying Notes are an Integral Part of the Consolidated Financial Statements
| 24 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| Cumulative from | |||||||||
| date of inception | |||||||||
| For the twelve | (August 20, 2001) | ||||||||
| For the twelve | months ended | to | |||||||
| months ended | January 31, | January 31, 2013 | |||||||
| January 31, 2013 | 2012 | (unaudited) | |||||||
| Net change in cash and cash equivalents | |||||||||
| Cash flows from operating activities: | |||||||||
| Net (loss) | $ | (2,644,787 | ) | $ | (2,461,459 | ) | $ | (64,076,048 | ) |
| Adjustments to reconcile net income
(loss) to net cash
from operating activities: |
|||||||||
| Depreciation | 41,610 | 63,297 | 921,140 | ||||||
| Amortization of deferred financing charges | - | - | 542,716 | ||||||
| Amortization of discount on convertible promissory notes | - | - | 3,632,995 | ||||||
| Mineral claim costs | - | - | 343,085 | ||||||
| Impairment loss | - | - | 16,092,870 | ||||||
| Expenses capitalized to debt | 730,174 | 730,174 | |||||||
| (Gain) loss on disposition of fixed assets | 12,119 | - | 54,572 | ||||||
| (Gain) loss on change in fair value of warrant liability | (38,836 | ) | (18,428 | ) | 3,635,198 | ||||
| Share based compensation | 135,996 | 103,950 | 4,537,929 | ||||||
| Share and warrant based payments | - | - | 13,795,973 | ||||||
| Common shares issued for third party services | 91,140 | - | 91,140 | ||||||
| Non-cash other income from sale of mineral claims | - | - | (1,000,000 | ) | |||||
| Interest paid through issuance of debt | - | - | 282,569 | ||||||
| Changes in assets and liabilities: | |||||||||
| Prepaid expenses and supplies | 5,489 | (6,091 | ) | 33,785 | |||||
| Other current assets | - | - | (7,875 | ) | |||||
| Other assets | - | - | (25,000 | ) | |||||
| Certificate of Deposit | - | - | (11,435 | ) | |||||
| Accounts payable and accrued expenses | 139,010 | (27,845 | ) | 145,465 | |||||
| Accrued wages related parties | 93,625 | 89,667 | 276,992 | ||||||
| Accrued interest | 445,646 | 362,588 | 1,380,818 | ||||||
| Net cash used in operating activities | (1,718,988 | ) | (1,164,147 | ) | (18,622,937 | ) | |||
| Cash flows from investing activities: | |||||||||
| Proceeds from the sale of fixed assets | - | - | 407,327 | ||||||
| Proceeds from redemption of certificate of deposit | 3,000 | - | 216,232 | ||||||
| Purchase of certificate of deposit | - | - | (204,797 | ) | |||||
| Purchase of equipment | (5,419 | ) | (29,656 | ) | (1,184,693 | ) | |||
| Net cash provided by (used in) investing activities | (2,419 | ) | (29,656 | ) | (765,931 | ) | |||
| Cash flows from financing activities: | |||||||||
| Principal activity on long-term debt | (4,630 | ) | (3,763 | ) | (504,946 | ) | |||
| Principal activity on capital lease obligation | - | - | (39,298 | ) | |||||
| Principal activity on convertible promissory notes | - | - | (286,227 | ) | |||||
| Proceeds from the issuance of common stock, net of expenses | 1,687,884 | 253,120 | 14,365,759 | ||||||
| Proceeds from the sale of convertible promissory notes | - | - | 5,772,371 | ||||||
| Proceeds from long-term debt | - | - | 198,925 | ||||||
| Net cash provided by financing activities | 1,683,254 | 249,357 | 19,506,584 | ||||||
| Net increase (decrease) in cash and cash equivalents for period | (38,153 | ) | (944,446 | ) | 117,716 | ||||
| Cash and cash equivalents, beginning of period | 155,869 | 1,100,315 | - | ||||||
| Cash and cash equivalents, end of period | $ | 117,716 | $ | 155,869 | $ | 117,716 | |||
| Income tax paid | $ | - | $ | - | $ | - | |||
| Interest paid during the period | 5,234 | 2,216 | 208,085 | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | |||||||||
| Recognition of derivative liabilities to additional paid-in capital | $ | - $ | 72,376 | ||||||
| Common stock issued for exercise of warrants | $ | 206 | $ | 227 |
The Accompanying Notes are an Integral Part of the Consolidated Financial Statements
| 25 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
NOTE 1 – Organization
Liberty Star Uranium & Metals Corp. (the “Company”, “we” or “Liberty Star”) 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”) is 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. 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 the Company’s 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. We are considered to be an exploration stage company, as we have not generated any revenues from operations.
These consolidated financial statements include the results of operations and cash flows of Liberty Star Uranium & Metals Corp. and its wholly owned subsidiaries, Big Chunk and Redwall, from the dates of acquisition. All significant intercompany accounts and transactions were eliminated upon consolidation.
These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) with the on-going assumption that we will be able to realize our assets and discharge our liabilities in the normal course of business. However, certain conditions noted below currently exist which raise substantial doubt about our ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern. Our operations have primarily been funded by the issuance of common stock and debt. Continued operations are dependent on our ability to complete equity financings or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings, joint venture agreements or debt. Such financings may not be available, or may not be available on reasonable terms.
NOTE 2 – Summary of significant accounting policies
The summary of significant accounting policies presented below is designed to assist in understanding the Company's consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements. The significant accounting policies adopted by the Company are as follows:
Use of estimates
The preparation of financial
statements in conformity with generally accepted accounting principles in the
United States of America requires management to make estimates and assumptions
that affect the reported amount of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
The valuation of stock-based compensation, classification and valuation of common stock purchase warrants, classification and value of embedded conversion options, value of beneficial conversion features, valuation allowance on deferred tax assets, the determination of useful lives and recoverability of depreciable assets, accruals, and contingencies are significant estimates made by management. It is at least reasonably possible that a change in these estimates may occur in the near term.
Principles of consolidation
The consolidated
financial statements include the accounts of the Company and its wholly-owned
subsidiaries, Big Chunk and Redwall, from the dates of acquisition, February 5,
2004 and August 31, 2007, respectively. All significant intercompany accounts
and transactions have been eliminated upon consolidation.
Cash and cash equivalents
We consider cash held at
banks and all highly liquid investments with original maturities of three months
or less to be cash and cash equivalents. We maintain our cash in bank deposit
accounts which, for periods of time, may exceed federally insured limits. At
January 31, 2013 and 2012, we had cash in bank deposit accounts that exceeded
federally insured limits of $0 and $0, respectively.
Mineral claim costs
We account for costs incurred to
acquire, maintain and explore mineral properties as a charge to expense in the
period incurred until the time that a proven mineral resource is established, at
which point development of the mineral property would be capitalized. Currently,
we do not have any proven mineral resources on any of our mineral properties.
| 26 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued |
NOTE 2 – Summary of significant accounting policies - continued
Property and equipment
Property and equipment is
stated at cost. We capitalize all purchased equipment over $500 with a useful
life of more than one year. Depreciation is calculated using the straight line
method over the estimated useful lives of the assets. Leasehold improvements are
stated at cost and are amortized over their estimated useful lives or the lease
term, whichever is shorter. Maintenance and repairs are expensed as incurred
while betterments or renewals are capitalized. Property and equipment is
reviewed periodically for impairment. The estimated useful lives range from 3 to
7 years.
Convertible promissory notes
We report convertible
promissory notes as liabilities at their carrying value less unamortized
discounts, which approximates fair value. We bifurcate conversion options and
detachable common stock purchase warrants and report them as liabilities at fair
value at each reporting period when required in accordance with the applicable
accounting guidance. When convertible promissory notes are converted into shares
of our common stock in accordance with the debt’s terms, no gain or loss is
recognized. We account for inducements to convert as an expense in the period
incurred, included in debt conversion expense.
Common stock purchase warrants
We report common stock
purchase warrants as equity unless a condition exists which requires reporting
as a derivative liability at fair market value. For common stock purchase
warrants reported as a derivative liability, as well as new and modified
warrants reported as equity, we utilize the Black-Scholes valuation method in
order to estimate fair value.
Environmental expenditures
Our operations have been
and may in the future be affected from time to time in varying degree by changes
in environmental regulations, including those for future removal and site
restoration costs. The likelihood of new regulations and their overall effect
upon us are not predictable. We provide for any reclamation costs in accordance
with the accounting standards codification section 410-30. It is management’s
opinion that we are not currently exposed to significant environmental and
reclamation liabilities and have recorded no reserve for environmental and
reclamation expenditures at January 31, 2013 and 2012.
Fair Value of Financial Assets and Liabilities
The
Company measures and discloses certain financial assets and liabilities at fair
value. Authoritative guidance 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.
Authoritative guidance 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 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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.
With few exceptions, we are no longer subject to U.S. federal, state and local
examinations by tax authorities for years before 2009.
Net loss per share
Basic net loss per share is
computed by dividing net loss attributable to common shareholders by the
weighted average number of shares of common stock outstanding during the period.
Diluted net loss per share takes into consideration shares of common stock
outstanding (computed under basic loss per share) and potentially dilutive
shares of common stock that are not anti-dilutive.
| 27 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued |
NOTE 2 – Summary of significant accounting policies - continued
Net loss per share – continued
At January 31, 2013
and 2012, there were 174,773,105 and 187,086,566 potentially dilutive
instruments outstanding, respectively. These instruments were not included in
the determination of diluted loss per share as their effect was anti-dilutive.
Statement Presentation
Certain amounts in the
prior-year financial statements have been reclassified for comparative purposes
to conform with the presentation in the current-year financial statements.
Recently issued accounting standards
There are no
recent pronouncements that are expected to have a material impact on our
financial position and results of operations.
NOTE 3 – Going concern
The Company is in the exploration stage, has incurred losses from operations, 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 4– Mineral claims
At January 31, 2013 we held a 100% interest in 417 standard Federal lode mining claims on the Colorado Plateau Province of Northern Arizona (the “North Pipes Claims”).
At January 31, 2013 we held a 100% interest in 99 standard Federal lode mining claims located in the Tombstone region of Arizona. The mineral claims are owned by JABA US Inc, an Arizona Corporation in which two of our directors are owners. At January 31, 2013 we held Arizona State Land Department Mineral Exploration Permits covering 4,126.9 acres in the Tombstone region of Arizona.
At January 31, 2013 we held an option to explore 26 standard Federal Lode mining claims located in the East Silver Bell region of northwest Tucson, Arizona. The mineral claims are owned by JABA US Inc., an Arizona Corporation in which two of our directors are owners.
At January 31, 2013 we held a 100% interest in 612 Alaska State mining claims in the Iliamna region of Southwestern Alaska, located on the north side of the Cook Inlet, approximately 200 miles southwest of the city of Anchorage, Alaska (the “Big Chunk Claims”). We have designated 199 of these claims for transfer to Northern Dynasty in conjunction with a pending loan settlement agreement.
We relinquished our Bonanza Hills claims in Alaska during 2012, to the State of Alaska.
Title to mineral claims involves certain inherent risks due to difficulties of determining the validity of certain claims as well as potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral properties. The Company has investigated titles to all its mineral properties and, to the best of its knowledge, except as noted above for the Bonanza Hills Claims, titles to all properties are in good standing as of January 31, 2013.
NOTE 5 – Property and equipment
| The balances of our major classes of depreciable assets are: | ||||||
| January 31, 2013 | January 31, 2012 | |||||
| Geology equipment (3 to 7 year lives) | $ | 260,521 | $ | 290,736 | ||
| Vehicles and transportation equipment (5 years) | 50,180 | 50,180 | ||||
| Office furniture and equipment (5 to 7 years) | 73,985 | 73,451 | ||||
| 384,686 | 414,367 |
| Less accumulated depreciation and amortization | (303,486 | ) | (284,857 | ) | ||
| $ | 81,200 | $ | 129,510 |
NOTE 6 – Long-term debt
Note payable to Ford Credit payable in monthly installments of $544 including interest at a fixed rate of 9.49% through maturity in February 2016. Principal balance at January 31, 2013 and 2012 is $17,394 and $22,024, respectively. Carrying amount of a vehicle that serves as collateral is $21,928 and $29,447 at January 31, 2013 and 2012, respectively.
| 28 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued |
NOTE 6 – Long-term debt – continued
The following is a summary of the principal maturities of long-term debt during the next five years:
| For the twelve months ended January 31, | |||
| 2014 | $ | 5,089 | |
| 2015 | 5,594 | ||
| 2016 | 6,149 | ||
| 2017 | 562 | ||
| 2018 | - | ||
| 17,394 | |||
| Less current maturities | (5,089 | ) | |
| $ | 12,305 |
NOTE 7 – Convertible promissory notes
We issue 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 July 15, 2010 we issued a secured convertible promissory note bearing interest at a rate of 10% per annum compounded monthly (the “Convertible Note”) to Northern Dynasty Minerals Ltd (“Northern Dynasty”). During the year ended January 31, 2012 the agreement with Northern Dynasty was amended to issue additional secured convertible promissory notes totaling $730,174 to reimburse Northern Dynasty for assessment work, rental fees, cash in lieu of assessment work and filing fees on the mineral claims that was paid in fiscal 2011 and fiscal 2012 because we could not come to an agreement on the earn-in option and joint venture agreement with Northern Dynasty. Principal balance of the Convertible Notes at January 31, 2013 and 2012 was $3,730,174. Accrued interest on the Convertible Notes at January 31, 2013 and 2012 was $972,617 and $526,971, respectively.
As part of the transaction noted above, Northern Dynasty could earn a 60% interest in our Big Chunk project in Alaska (the “Joint Venture Claims”) by spending $10,000,000 on those properties over six years. The borrowings from Northern Dynasty could be applied as part of Northern Dynasty’s earn-in requirements. Northern Dynasty’s minimum annual expenditures under the earn-in would be the minimum level necessary to keep the Joint Venture Claims in good standing. Northern Dynasty could elect to abandon the earn-in at any time on 30 days’ notice, so long as sufficient annual labor was performed, or a cash payment in lieu of labor was made, in order to fulfill the annual labor requirements for the Joint Venture Claims for a minimum of 12 months after termination of the earn-in. As of January 31, 2013, no such notice by Northern Dynasty has been received.
On November 14, 2012, we signed a loan settlement agreement with Northern Dynasty which would have discharged the $3,730,174 principal balance and $972,617 of accrued interest for the 2010 Convertible Note and would have terminated Northern Dynasty’s earn-in rights. In exchange for the settlement, we initiated the transfer of 199 Alaska mining claims to Northern Dynasty’s subsidiary, U5 Resources. However, since a third party filed liens against the claims before the transfer could be completed, we have not recorded the settlement transaction as of January 31, 2013, pending resolution of the lien claims.
| 29 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued |
NOTE 8 – Common stock
Our 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.
In June 2011 one investor exercised 21,061,763 of the August 2009 common stock purchase warrants using the cashless exercise provision. The cashless exercise provision allows the investor, if the fair market value of one share of common stock is greater than the exercise price, to elect to receive shares equal to the value of the warrant less a portion of the warrant that is cancelled using a specific formula. We issued 20,000,000 shares of common stock and cancelled 1,061,763 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received.
| 30 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued |
NOTE 8 – Common stock – continued
In August 2011 one investor exercised 2,598,898 of the August 2009 common stock purchase warrants using the cashless exercise provision. The cashless exercise provision allows the investor, if the fair market value of one share of common stock is greater than the exercise price, to elect to receive shares equal to the value of the warrant less a portion of the warrant that is cancelled using a specific formula. We issued 2,500,000 shares of common stock and cancelled 98,898 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received.
In August 2011 one investor exercised 192,308 of the May 2007 common stock purchase warrants using the cashless exercise provision. The cashless exercise provision allows the investor, if the fair market value of one share of common stock is greater than the exercise price, to elect to receive shares equal to the value of the warrant less a portion of the warrant that is cancelled using a specific formula. We issued 187,507 shares of common stock and cancelled 4,801 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received. In December 2011, we sold 5,800,000 units at a price of $0.0264 per unit to three investors for net proceeds of $153,120. The financing consisted of 5,800,000 common shares of our company and 5,800,000 whole share non-transferable common stock purchase warrants. Each common stock purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.03696 until December 13, 2014.
In August 2011, we sold 5,000,000 units at a price of $0.02 per unit to one investor for net proceeds of $100,000. The financing consisted of 5,000,000 common shares of our company and 2,500,000 whole share non-transferable common stock purchase warrants. Each common stock purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.0264 until August 31, 2016. The common stock purchase warrants contain a cashless exercise provision allowing the investor, if the fair market value of one share of common stock is greater than the exercise price, to elect to receive shares equal to the value of the warrant less a portion of the warrant that is cancelled using a specific formula. The common stock purchase warrants also contain an exercise price adjustment whereby if we issue common stock, convertible debt instruments, warrants or stock options prior to the expiration of the warrants or complete exercise of the warrants at a price less $0.04 per common share, then the exercise price of these warrants shall be reduced to such lower price.
In December 2012 and January 2013, we issued 7,359,399 units, at prices ranging from $0.0116 to $0.0156 per unit, to contractors who had provided services, directly or indirectly, on our Alaska properties. These units were issued in lieu of cash payments and in satisfaction of claims for services provided. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investors to purchase one additional common share of our company at prices ranging from $0.0162 to $0.0218 until January 17, 2016. The fair value of the shares and warrants issued were $91,140 and $84,156, respectively.
In August and September 2012, we sold 6,156,153 units, at prices ranging from $0.027 to $0.031 per unit, to investors for gross proceeds of $180,000. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investors to purchase one additional common share of our company at prices ranging from $0.038 to $0.044 until August 29, 2015. In May and July 2012, we sold 4,859,073 units, at prices ranging from $0.027 to $0.033 per unit, to investors for gross proceeds of $150,004. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investors to purchase one additional common share of our company at prices ranging from $0.027 to $0.047 until July 23, 2015. In May and July 2012, investors exercised 19,861,870 of the May 2007 common stock purchase warrants using the cashless exercise provision. We issued 18,033,814 shares of common stock and cancelled 1,828,056 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received. We issued these shares pursuant to an exemption from registration set out in Section 4(2) of the Securities Act of 1933. The remaining 855,314 common stock purchase warrants from May 2007 expired on May 11, 2012 without exercise.
In March 2012, we sold 2,000,000 units at a price of $0.02844 per unit to one investor for gross proceeds of $56,880. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.03982 until March 14, 2015. In March 2012, one investor exercised 84,615 of the May 2007 common stock purchase warrants using the cashless exercise provision. The cashless exercise provision allows the investor, if the fair market value of one share of common stock is greater than the exercise price, to elect to receive shares equal to the value of the warrant less a portion of the warrant that is cancelled using a specific formula. We issued 21,757 shares of common stock and cancelled 62,858 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received. In February 2012, we sold 2,209,596 units at a price of $0.03168 per unit to one investor for gross proceeds of $70,000. 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 $0.04435 until February 23, 2015. In February 2012 we sold 2,000,715 units at a price of $0.02799 per unit to one investor for gross proceeds of $56,000. 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 $0.03919 until February 3, 2015. In February 2012 one investor exercised 2,646,199 of the August 2009 common stock purchase warrants using the cashless exercise provision. The cashless exercise provision allows the investor, if the fair market value of one share of common stock is greater than the exercise price, to elect to receive shares equal to the value of the warrant less a portion of the warrant that is cancelled using a specific formula. We issued 2,500,000 shares of common stock and cancelled 146,199 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received.
| 31 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued |
On January 19, 2012, we entered into a financing agreement with Fairhills Capital Offshore Ltd., whereby Fairhills Capital will provide for a non-brokered financing arrangement of up to $10,000,000. The financing allows but does not require us to issue and sell up to the number of shares of common stock having an aggregate purchase price of $10,000,000 to Fairhills Capital. Subject to the terms and conditions of the financing agreement and a registration rights agreement, we may, in our sole discretion, deliver a notice to Fairhills Capital which states the dollar amount which we intend to sell to Fairhills Capital on a certain date. The amount that we shall be entitled to sell to Fairhills Capital shall be equal to two hundred percent (200%) of the average daily volume (U.S. market only) of the common stock for the ten (10) trading days prior to the applicable notice date. Our common stock will be valued at a 27.5% discount from the weighted average trading price of our stock for the five (5) trading days before Fairhills Capital receives our notice of sale. The shares that we sell to Fairhills Capital must be registered stock, among other conditions of investment.
In connection with the Investment Agreement, we also entered into a registration rights agreement with Fairhills. Pursuant to this registration rights agreement, we registered with the Securities and Exchange Commission 185,000,000 shares of the common stock underlying the Investment Agreement.
On November 13, 2012, we filed a 424B prospectus with the Securities Exchange Commission, acknowledging the assignment of all the rights under our investment agreement with Fairhills Capital Offshore Ltd. (Fairhills) to Deer Valley Management, LLC (Deer Valley). The Investment Agreement and other associated agreements were assigned by Fairhills to Deer Valley on November 6, 2012, and Liberty Star consented to the assignment. Fairhills and Deer Valley share the same ownership and management and there has not been any substantial change to our arrangement under the Investment Agreement as a result of the Assignment.
At January 31, 2013 and subsequently, we have issued 59,670,369 and 29,479,597shares, respectively, of common stock for gross proceeds of $1,175,000 and $250,000, respectively, related to this financing agreement. As a result, in the future we would potentially be eligible to receive up to $8,575,000 on the issuance of an additional 95,850,034 shares. We are currently authorized to issue 1,250,000,000 shares of our common stock. Deer Valley has agreed to refrain from holding an amount of shares which would result in Deer Valley owning more than 4.99% of the then-outstanding shares of our common stock at any one time, or 62,375,000 shares. At an assumed purchase price under the Investment of $0.008 (equal to 72.5% of the closing price of our common stock of $0.011 on May 13, 2013), we will be able to receive up to $766,800 in gross proceeds.
| 32 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued |
NOTE 8 – Common stock – continued
As of January 31, 2013, there were 94,059,629 whole share purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of 1.9 years and a weighted average exercise price of $0.055 per whole warrant for one common share. Whole share purchase warrants outstanding at January 31, 2013 and 2012 are as follows:
| Number of whole share | Weighted average exercise | |||||
| purchase warrants | price per share | |||||
| Outstanding, January 31, 2011 | 108,475,660 | $ | 0.043 | |||
| Issued | 8,300,000 | 0.034 | ||||
| Exercised | (23,852,969 | ) | 0.002 | |||
| Outstanding, January 31, 2012 | 92,922,691 | $ | 0.053 | |||
| Issued | 17,225,537 | 0.041 | ||||
| Expired | (855,314 | ) | 0.020 | |||
| Exercised | (22,592,684 | ) | 0.026 | |||
| Outstanding, January 31, 2013 | 86,700,230 | $ | 0.058 | |||
| Exercisable, January 31, 2013 | 86,700,230 | $ | 0.058 |
NOTE 9 – Share-based compensation
The 2010 Stock Option Plan was approved and adopted by the Board of Directors on August 10, 2010. The plan allows for up to 95,500,000 shares to be granted to key employees and non-employee consultants after specific objectives are met. The 2007 Stock Option Plan was approved and adopted by the Board of Directors on December 10, 2007. The plan allows for up to 2,500,000 shares to be granted to key employees and non-employee consultants after specific objectives are met. The 2004 Stock Option Plan was approved and adopted by the Board of Directors on December 27, 2004. The plan allows for up to 962,500 shares to be granted to key employees and non-employee consultants after specific objectives are met. Employees can receive incentive stock options and non-qualified stock options while non-employee consultants can receive only non-qualified stock options. The options granted vest under various provisions using graded vesting, not to exceed four years. The options granted have a term not to exceed ten years from the date of grant or five years for options granted to more than 10% stockholders. The option price set by the Plan Administration shall not be less than the fair market value per share of the common stock on the grant date or 110% of the fair market value per share of the common stock on the grant date for options granted to greater than 10% stockholders. Options remaining available for grant under the 2010 Stock Option Plan at January 31, 2013 and 2012 are 4,625,000 and 2,000,000. Options remaining available for grant under the 2007 Stock Option Plan at January 31, 2013 and 2012 are 2,287,500. Options remaining available for grant under the 2004 Stock Option Plan at January 31, 2013 and 2012 are 511,125.
On January 10, 2012 we granted incentive stock options and non-qualified stock options to certain of our directors, officers, employees and consultants to purchase an aggregate of 10,500,000 shares of our common stock at an exercise price of $0.027 per share for a term expiring on January 10, 2022. The fair value of the options on the date of issue was $231,000. The options were 50% vested upon granting and vested another 25% on January 10, 2013. They will vest another 25% on January 10, 2014. For the years ended January 31, 2013 and 2012, the company expensed $51,840 and $103,950, respectively, as employee compensation reflecting the vesting of the options.
In December 2012 and January 2013, we issued 7,359,399 units, at prices ranging from $0.0116 to $0.0156 per unit, to contractors who had provided services, directly or indirectly, on our Alaska properties. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investors to purchase one additional common share of our company at prices ranging from $0.0162 to $0.0218 until January 17, 2016. The fair value of the warrants issued was $84,156 and was expensed immediately.
The following tables summarize the Company’s stock option activity during the years ended January 31, 2013 and 2012.
Incentive stock options to employees outstanding at January 31, 2013 are as follows:
| Weighted | ||||||||||||
| average | ||||||||||||
| Weighted average | remaining life | Aggregate | ||||||||||
| Number of options | exercise price | (years) | intrinsic value | |||||||||
| Outstanding, January 31, 2011 | 95,385,375 | $ | 0.048 | $ | - | |||||||
| Granted | 10,375,000 | 0.027 | ||||||||||
| Vested, Cancelled | (12,500,000 | ) | 0.038 | |||||||||
| Outstanding, January 31, 2012 | 93,260,375 | $ | 0.047 | $ | - | |||||||
| Granted | - | - | ||||||||||
| Vested, Cancelled | (2,625,000 | ) | 0.037 | |||||||||
| Outstanding, January 31, 2013 | 90,635,375 | $ | 0.047 | 3.27 | $ | - | ||||||
| Exercisable, January 31, 2013 | 88,072,875 | $ | 0.048 | 3.11 | $ | - |
| 33 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued |
NOTE 9 – Share-based compensation – continued
Non-qualified stock options to non-employee consultants and vendors outstanding at January 31, 2013 and 2012 are as follows:
| Weighted | ||||||||||||
| Weighted | average | |||||||||||
| average exercise | remaining life | Aggregate | ||||||||||
| Number of options | price | (years) | intrinsic value | |||||||||
| Outstanding, January 31, 2011 | 778,500 | $ | 0.432 | $ | - | |||||||
| Granted | 125,000 | 0.027 | ||||||||||
| Outstanding, January 31, 2012 | 903,500 | $ | 0.376 | $ | - | |||||||
| Granted | 7,359,399 | 0.017 | ||||||||||
| Outstanding, January 31, 2013 | 8,262,899 | $ | 0.057 | 2.99 | $ | - | ||||||
| Exercisable, January 31, 2013 | 8,231,649 | $ | 1.479 | 2.97 | $ | - |
The aggregate intrinsic value is calculated based on the January 31, 2013 stock price of $0.012 per share.
A summary of the status of the Company’s non-vested options as of January 31, 2013 and changes during the years ended January 31, 2013 and 2012 is presented below:
| Weighted average grant | ||||||
| Incentive stock options granted to employees: | Number of options | date fair value | ||||
| Non-vested at January 31, 2011 | - | $ | - | |||
| Granted | 10,375,000 | 0.022 | ||||
| Vested | (5,187,500 | ) | 0.022 | |||
| Nonvested at January 31, 2012 | 5,187,500 | $ | 0.022 | |||
| Granted | - | - | ||||
| Cancelled | (62,500 | ) | ||||
| Vested | (2,562,500 | ) | 0.022 | |||
| Non-vested at January 31, 2013 | 2,562,500 | $ | 0.022 | |||
| Total fair value of options vested during
the year ended January 31, 2013 |
$ 51,216 |
|||||
| Non-qualified stock options to non-employee consultants and | Weighted average grant | |||||
| vendors: | Number of options | date fair value | ||||
| Non-vested at January 31, 2011 | - | $ | - | |||
| Granted | 125,000 | 0.022 | ||||
| Vested | (62,500 | ) | 0.022 | |||
| Non-vested at January 31, 2012 | 62,500 | $ | 0.022 | |||
| Granted | 7,359,399 | 0.011 | ||||
| Vested | (7,390,649 | ) | 0.011 | |||
| Non-vested at January 31, 2013 | 31,250 | $ | 0.022 | |||
| Total fair value of options vested during
the year ended January 31, 2013 |
$ 84,780 |
We estimate the fair value of option awards on the grant date using the Black-Scholes valuation model. The Company uses historical volatility, disregarding identifiable periods of time in which share price was extraordinarily volatile due to certain events that are not expected to recur during the expected term, as its method to estimate expected volatility. The Company used the following assumptions to estimate the fair value of stock option grants to employees and non-employees:
| Expected | Expected dividend | Risk-free interest | |||||||||||||
| Grant date | volatility | yield | Expected term | rate | Forfeiture rate | ||||||||||
| January 10, 2012 | 128% | 0% | 10 years | 2% | 10% | ||||||||||
| December 13, 2012 | 174% | 0% | 3 years | 0.34% | 0% | ||||||||||
| January 1, 2013 | 173% | 0% | 3 years | 0.36% | 0% | ||||||||||
| January 1, 2013 | 171% | 0% | 3 years | 0.41% | 0% |
The weighted average grant date fair value of the options granted during the year ended January 31, 2012 was $0.022 per option. There were 7,359,399 shares of warrants granted to vendors for service provided and the company recorded the expense into stock compensation expense. There were no options exercised during the year ended January 31, 2013. During the year ended January 31, 2013, a total of 2,625,000 options, of which 2,562,500 were vested, were forfeited by two former employees who declined to exercise the options within 90 days of termination of employment.
| 34 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued |
NOTE 9 – Share-based compensation – continued
Share-based compensation expense is reported in our statement of operations as follows:
| January 31, 2013 | January 31, 2012 | |||||
| Geological and geophysical costs | $ | 624 | $ | 1,237 | ||
| Salaries and benefits | 50,592 | 101,475 | ||||
| Investor relations | 624 | 1,238 | ||||
| General and administrative | 84,156 | - | ||||
| $ | 135,996 | $ | 103,950 |
At January 31, 2013 there is $51,341 unrecognized share-based compensation for all share-based awards outstanding with a weighted average remaining period for amortization of 0.94 years.
NOTE 10 – Income taxes
As of January 31 our deferred tax asset is as follows:
| January 31, 2013 | January 31, 2012 | |||||
| Net operating loss carryforwards | $ | 9,513,000 | $ | 8,681,000 | ||
| Less valuation allowance | (9,513,000 | ) | ( 8,681,000 | ) | ||
| $ | - | - |
Management has elected to provide a deferred tax asset valuation allowance equal to the potential benefit due to our history of losses. If we demonstrate the ability to generate taxable income, management will re-evaluate the allowance. The change in the valuation allowance of $832,000 and 176,000 in the years ended January 31, 2013 and 2012 primarily represents the benefit of the change in net operating loss carry-forwards during the period. As of January 31, 2013, our estimated net operating loss carryforward is approximately $27,980,000 and will expire beginning in 2024 through 2033.
Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three year period. Such limitation of the net operating losses may have occurred but we have not analyzed it at this time as the deferred tax asset is fully reserved. We have federal and state net operating loss carry-forwards that are available to offset future taxable income.
| 35 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued |
NOTE 11 – Related party transactions
We entered into the following transactions with related parties during the year ended January 31, 2013:
Paid or accrued $6,785 in rent. We rented an office from Jim Briscoe, our Chairman of the Board, CEO and CFO, on a month-to-month basis for $522 per month.
At January 31, 2013 we had a balance of accrued unpaid wages of $261,367 to Jim Briscoe, our Chairman of the Board, CEO and CFO.
At January 31, 2013 we had a balance of accrued unpaid wages of $15,625 to Larry Liang, our President.
We recognized compensation expense of $49,500 for stock options granted to an officer.
We have an option to explore 26 standard Federal lode mining claims at the East Silver Bell project and 33 standard Federal lode mining claims at the Walnut Creek project from JABA US Inc., an Arizona Corporation in which two of our directors are owners. We are required to pay annual rentals to maintain the claims in good standing. During the year ended January 31, 2013 we paid $8,254 in rental fees to maintain the mineral claims in good standing. The original option agreement was for the period from April 11, 2008 through January 1, 2011 and has been extended through June 1, 2013
We entered into the following transactions with related parties during the year ended January 31, 2012:
Paid or accrued $6,263 in rent. We rented an office from Jim Briscoe, our Chairman of the Board, CEO and CFO, on a month-to-month basis for $522 per month.
At January 31, 2012 we had a balance of accrued unpaid wages of $183,367 to Jim Briscoe, our Chairman of the Board, CEO and CFO.
We recognized compensation expense of $99,000 for stock options granted to officers and board members.
We have an option to explore 26 standard Federal lode mining claims at the East Silver Bell project and 33 standard Federal lode mining claims at the Walnut Creek project from JABA US Inc., an Arizona Corporation in which two of our directors are owners. We are required to pay annual rentals to maintain the claims in good standing. During the year ended January 31, 2012 we paid $8,254 in rental fees to maintain the mineral claims in good standing. The original option agreement was for the period from April 11, 2008 through January 1, 2011 and has been extended through June 1, 2012.
| 36 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued |
NOTE 12 – Commitments
We are required to perform annual assessment work in order to maintain the Big Chunk Alaska State mining claims. If annual assessment work is not performed the Company must pay the assessment amount in cash in order to maintain the claims. Completion of annual assessment work in the amount of $400 per ¼ section (160 acre) claim or $100 per ¼ -¼ section (40 acre) claim extends the claims for a one-year period from the staking of claims. Assessment work performed in excess of the required amount may be carried forward for up to four years to satisfy future obligations. The Company estimates that the required annual assessments to maintain the claims will be approximately $238,200. Sufficient cash in lieu assessment work has been paid for Big Chunk to maintain the claims beyond the next labor year.
The annual state rentals for the Big Chunk Alaska State mining claims vary from $70 to $280 per mineral claim. The rental period begins at noon September 1st through the following September 1st and annual rental payments are due on November 30th of each year. The rentals of $164,600 to extend the Big Chunk claims through September 1, 2013 were paid in November 2012. The estimated state rentals due by November 30, 2013 for the period from September 1, 2013 through September 1, 2014 are $166,740. Alaska State production royalty is three percent of net income. State law prescribes that after a 3.5 -year exemption from state taxes a metal mine is liable for a 15% state licensing tax on net income from the mine.
We are required to pay annual rentals for our Federal lode mining claims for the North Pipes 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 $140 per claim. The rentals of $60,340 for the period from September 1, 2012 to September 1, 2013 have been paid. The rentals due by September 1, 2013 for the period from September 1, 2013 through September 1, 2014 of $58,380 have not been paid.
We are required to pay annual rentals for our Federal lode mining claims for our East Silver Bell 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 rental is $140 per claim. The rentals of $3,640 for the period from September 1, 2012 to September 1, 2013 have been paid. The annual rentals due by September 1, 2013 of $3,640 are required to maintain the East Silver Bell claims are for the period from September 1, 2013 through September 1, 2014. There is no requirement for annual assessment or exploration work on the Federal lode mining claims. There are no royalties associated with the Federal lode mining claims.
We are required to pay annual rentals for our 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 $140 per claim. The rentals and initial filing fees of $13,860 for the period from September 1, 2012 to September 1, 2013 have been paid. The rentals due by September 1, 2013 for the period from September 1, 2013 through September 1, 2014 of $13,860 have not been paid.
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 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 September 30th through the following September 29th for our Phase 1 permits, and September 14th through September 13th for our Phase 2 permits. Rental payments are due by the first day of the rental period. We hold AZ MEP permits for 7,515 acres at our Tombstone project. We paid initial rental fees from the date of application through September 29, 2012 of $8,254. Required minimum work expenditures for the period ended September 29, 2013 are $41,269. The annual rentals due by September 30, 2013 to maintain the AZ MEP permits are $7,515. We also paid $6,776 for rental fees on our Phase 2 permits. We will need $75,150 to cover minimum work expenditure requirements before September 30, 2013 to maintain our Phase 1 & 2 AZ MEP permits.
In December 2010 we entered into a 12 month non-cancellable operating lease for office space. In December 2011 the lease was extended for an additional one year term. The lease called for monthly payments of rent plus sales tax of $2,280. We recognized rent expense of $25,077 during the year ended January 31, 2013 pursuant to this lease. The lease expired December 31, 2012, and was not renewed.
| 37 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued |
NOTE 12 – Commitments – continued
In June 2011 we entered into a two year non-cancellable operating lease for warehouse space a portion of which includes an air conditioned office space for geologic computers, scanners and printers in Tucson, Arizona. The lease calls for monthly payments of rent plus sales tax of $3,620. We have the option to extend the lease for one additional two year term at current market rates. We recognized rent expense of $42,810 during the year ended January 31, 2013 pursuant to this lease. Future minimum lease payments pursuant to this lease total $14,480 payable during the year ended January 31, 2014.
| 38 |
| LIBERTY STAR URANIUM & METALS CORP. |
| (AN EXPLORATION STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued |
NOTE 13 – Fair value of financial instruments
Our financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, convertible notes payable, notes payable, and warrant 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 warrant 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 warrant liability are reported in other income (expense) as gain (loss) on change in fair value.
We estimate the fair value of the warrant liability using level 3 inputs and the Black-Scholes valuation model. We use historical volatility as a method to estimate expected volatility. At January 31, 2012 we had 622,138 whole share purchase warrants outstanding that contain a full ratchet down anti-dilution provision which is triggered if we enter into any issuance priced lower than $0.02 per common share. At January 31, 2013 and 2012 we had 2,500,000 whole share purchase warrants outstanding that contain a full ratchet down anti-dilution provision which is triggered if we enter into any lower priced issuance than $0.0264 per common share. As a result of these provisions, these warrants are not considered indexed to our common stock and are classified as liabilities under ASC 815. We used the following assumptions to estimate the fair value of the warranty liability at January 31, 2013 and 2012:
| Expected dividend | Risk-free interest | |||||||||||
| Description | Expected volatility | yield | Expected term | rate | ||||||||
| Warrant liability at January 31, 2013 | 99.8% | 0% | 3.59 years | 0.65% | ||||||||
| Warrant liability at January 31, 2012 | 127.6% | 0% | 4.59 years | 0.71% |
| Fair value measurements at reporting date using: | ||||||||||||
| Quoted prices in | Significant | |||||||||||
| active markets for | Significant other | unobservable | ||||||||||
| identical liabilities | observable inputs | inputs | ||||||||||
| Description | Fair Value | (Level 1) | (Level 2) | (Level 3) | ||||||||
| Warrant liability at January 31, 2013 | $ | 15,112 | - | - | $ | 15,112 | ||||||
| Warrant liability at January 31, 2012 | $ | 53,948 | - | - | $ | 53,948 | ||||||
| Fair value measurements using significant | ||||
| unobservable inputs (Level 3): | ||||
| Description | Warrant liability | |||
| Balance, January 31, 2011 | $ | - | ||
| Total (gains) or losses | (18,428 | ) | ||
| Purchases, issuances and settlements | 72,376 | |||
| Transfers in or out of Level 3 | - | |||
| Balance, January 31, 2012 | $ | 53,948 | ||
| Total (gains) or losses | (38,836 | ) | ||
| Purchases, issuances and settlements | - | |||
| Transfers in or out of Level 3 | - | |||
| Balance, January 31, 2013 | $ | 15,112 |
NOTE 14 – Subsequent events
In February, March, April and May, 2013, we issued 29,479,597 shares for gross proceeds of $250,000 related to the investment agreement with Deer Valley Management, LLC.
In February, 2013, we sold 3,448,276 units to one investor for gross proceeds of $40,000. Each unit consisted of one common share and 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 $0.0162 until February 7, 2016.
In February, 2013, we issued 1,526,718 units to one investor in exchange for services performed for the company with a value of $20,000. Each unit consisted of one common share and 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 $0.0183 until February 15, 2016.
In April, 2013, one investor exercised 3,033,618 of the May 2007 common stock purchase warrants using the cashless exercise provision. We issued 2,500,000 shares of common stock and cancelled 533,618 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received.
39
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
On January 28, 2013, the Board of Directors of our company dismissed by mutual agreement, Semple, Marchal & Cooper, LLP, as its principal independent accountant. On January 28, 2013, we engaged Malone Bailey LLP as our principal independent accountant. The audit committee of our company approved the dismissal of Semple, Marchal & Cooper, LLP and the engagement of Malone Bailey LLP as its independent auditor. We did not incur any fees from Malone Bailey LLP during the fiscal year ended January 31, 2013.
Semple, Marchal & Cooper LLP’s report on our company’s financial statements for the fiscal years ended January 31, 2013 did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, except that such report on our company’s financial statements contained an explanatory paragraph in respect to the substantial doubt about its ability to continue as a going concern.
During our company’s fiscal years ended January 31, 2013 and January 31, 2012 and in the subsequent interim period through the date of dismissal, there were no disagreements, resolved or not, with Semple, Marchal & Cooper, LLP on any matter of accounting principles or practices, financial statement disclosure, or audit scope and procedures, which disagreement(s), if not resolved to the satisfaction of Semple, Marchal & Cooper, LLP, would have caused Semple, Marchal & Cooper, LLP to make reference to the subject matter of the disagreement(s) in connection with its report.
During our company’s fiscal years ended January 31, 2013 and January 31, 2012 and in the subsequent interim period through the date of dismissal, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.
ITEM 9A. CONTROLS AND PROCEDURES.
(a) Evaluation of Disclosure Controls and Procedures
Our principal executive and principal financial officers have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.
Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Rule 308(b) of Regulation S-K, which permits the Company to provide only management’s report in this Annual Report.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
| 1. |
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
40
| 2. |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and | |
| 3. |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of January 31, 2013. Based on this assessment, management concluded that the Company did not maintain effective internal controls over financial reporting as a result of the identified material weakness in our internal control over financial reporting described below. In making this assessment, management used the framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company's internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.
Identified Material Weakness
A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.
Management identified the following material weakness during its assessment of internal controls over financial reporting as of January 31, 2013:
Improper accounting for debt: The Company did not properly account for a settlement of debt.
Management’s Remediation Initiatives
We followed legal advice with regard to the accounting status of a loan settlement agreement. Since it involved legal issues that were not resolved as of the date of our financial statements, our original reflection of the loan settlement in our financial statements was not in strict accordance with generally accepted accounting principles. These facts did not become known to us until after the original preparation of our financial statements for audit. We plan to update written policies and procedures for accounting and financial reporting to include proper accounting policies for new or unusual transactions. We will seek outside professional guidance as needed to assure that new or unusual transactions are recorded as required.
(b) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting in our most recent fiscal quarter.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors, executive officers and significant employees, their ages, positions held, and duration as such, are as follows:
41
Name |
Position Held with the
Company |
Age |
Date First Elected or Appointed |
James Briscoe |
Chief Executive Officer, Chief Financial
Officer, Chairman of the Board and Director, Former President |
71 |
February 3, 2004 |
| Larry Liang | President (1) and Director | 33 | December 29, 2009 |
| Gary Musil | Secretary and Director | 61 | October 23, 2003 |
| John Guilbert | Director | 81 | February 5, 2004 |
| Keith Brill | Director | 35 | December 23, 2009 |
(1) Effective August 10, 2011, Mr. Briscoe resigned as our company’s President and Mr. Liang was appointed our company’s President.
Business Experience
James Briscoe - Chief Executive Officer, Chief Financial Officer and Chairman of the Board and Director
Mr. Briscoe was appointed as our Chief Executive Officer, President, Chairman and a director on February 3, 2004. Mr. Briscoe became the interim Chief Financial Officer on July 31, 2008. Mr. Briscoe is a Registered Professional Geologist in the states of Arizona and California. From 1996 to April 2005, Mr. Briscoe was the Vice President of Exploration, and Chairman of the Board of JABA Exploration Inc., a TSX Venture Exchange Canadian public company. Mr. Briscoe was also the President, Chief Executive Officer and a Geologist of JABA (US) Inc. and President of Compania Minera JABA, S.A. de C.V. in Mexico. Compania Minera JABA, S.A. de C.V. is no longer active and is in the process of dissolution. During the periods of time indicated below, Mr. Briscoe served in the positions listed for the following two Canadian public companies:
| Company | Title | From | To |
| 1. Excellon | VP Exploration | April 1994 | January 1996 |
| 2. JABA Inc. | CEO | January 1980 | April 2005 |
We believe Mr. Briscoe is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations, which he gained from working for our company as described above, in addition to his education and business experience as described above.
Larry Liang – Director & President
Mr. Liang has a strong background in international business development both in China and the United States. As a banker and real estate broker, Mr. Liang has negotiated multi-million dollar transactions for Chinese, American and other international clients. His current focus is on entrepreneurial projects that will utilize his expertise in public and private mergers and acquisitions, joint ventures and strategic alliances. Previously, Mr. Liang had practiced corporate law for the Tian Lun Law Firm, one of southern China ’s largest law firms. He holds law degrees from the Southwest University of Political Science and Law, Chong Qing, China and from the James E. Rogers College of Law, University of Arizona, Tucson, Arizona.
We believe Mr. Lang is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations, which he gained from working for our company as described above, in addition to his education and business experience as described above.
Gary Musil – Secretary and Director
Mr. Gary Musil was appointed as one our directors on October 23, 2003 and is presently our corporate Secretary. Mr. Musil was our Chief Executive Officer and Chief Financial Officer from October 23, 2003 to February 3, 2004. Mr. Musil has more than 30 years of management and financial consulting experience. Mr. Musil has served as an officer and director on numerous public mining companies since 1988. This experience has resulted in his overseeing exploration projects in Peru, Chile, Eastern Europe (Slovak Republic), British Columbia, Ontario, Quebec and New Brunswick (Canada). Prior to this, he was employed for 15 years with Dickenson Mines Ltd. and Kam-Kotia Mines Ltd. as a controller for the producing silver/lead/zinc mine in the interior of British Columbia, Canada. Mr. Musil currently serves as an officer/director of four TSX Venture Exchange public companies in Canada. Mr. Musil has been the President, Chief Executive Officer, Chief Financial Officer and a director of International Montoro Resources Inc., a TSX Venture company and a reporting issuer in Canada, since February 1999. Mr. Musil has been the chief financial officer and secretary and a director of Belmont Resources Inc., a TSX Venture company and a reporting issuer in Canada, since August 1992. Mr. Musil has been the chief financial officer and a director of Megastar Development Corp, a TSX Venture company and a reporting issuer in Canada, since July 2006. Mr. Musil has been the Chief Financial Officer and secretary of Highbank Resources Ltd., a TSX Venture company and a reporting issuer in Canada, since December 1988.
42
We believe Mr. Musil is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations, which he gained from working for our company as described above, in addition to his education and business experience as described above.
John Guilbert – Director
Dr. Guilbert was appointed as one of our directors on February 5, 2004. Dr. Guilbert is a Professor Emeritus at the University of Arizona and is a world-renowned geologist and author of the book The Geology of Ore Deposits, a popular 900 page text used throughout the world and a co-developer of the Lowell-Guilbert porphyry copper model and recipient of two mining awards, the R.A.F. Penrose Medal and the D.C. Jackling Award. These gold medal awards, the most coveted in American Mining, were awarded back-to-back in seccesive years. Dr. Guilbert has served as a director of Excellon Inc. a Vancouver Stock Exchange listed company from 1992 – 1996. Dr. Guilbert has served as a Board Chairman and director for JABA Inc., an Alberta Stock Exchange (later CDNX then TSX) listed company from 1996 – 2002.
We believe Dr. Guilbert is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations, which he gained from working for our company as described above, in addition to his education and business experience as described above.
Keith Brill – Director
Mr. Brill was appointed as one of our directors on December 23, 2009. Mr. Brill received an International Master of Business Administration (IMBA) from the Moore School of Business, University of South Carolina in May 2005. He graduated from the South Carolina Honors College, University of South Carolina in May 2003 with a Bachelor of Science, magna cum laude, major in Economics and Finance, minor in Spanish. Mr. Brill has been a management consultant with PA Consulting Group, Inc., a leading global consulting firm, since 2004. He has provided multinational Fortune 500 companies with consulting advice on topics including cost reduction, operational efficiency, and IT strategy. Mr. Brill has extensive experience in conducting ROI analysis, developing business cases, and providing strategic financial advice on major business transformation programs.
We believe Mr. Brill is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations, which he gained from working for our company as described above, in addition to his education and business experience as described above.
Pete O’Heeron – Director
Mr. O’Heeron joined the board in September, 2012. Mr. O’Heeron leads an operational investment group which identifies early stage opportunities in the medical field with strong intellectual property positions. Through his 20+ years of medical product development experience, Mr. O’Heeron brings together the resources from strategic disciplines necessary to commercialize unique technologies. Prior to founding Advanced Medical Technologies LLC, Mr. O’Heeron founded NeoSurg Technologies, Inc. to develop a minimally invasive access system. As a result of his efforts, NeoSurg Technologies was successful in developing the T2000 Minimally Invasive Access System, the world leader in reposable surgical instrumentation. Mr. O’Heeron completed the sale of NeoSurg Technologies to CooperSurgical in 2005. Mr. O’Heeron graduated from Texas State University with a BS in Healthcare Administration and a minor in Business Administration. He received his Masters in Healthcare Administration from the University of Houston. Mr. O’Heeron currently holds 5 patents and has 4 patents pending.
Family Relationships
There are no family relationships among our directors or officers.
Board and Committee Meetings
The board of directors of our company held four formal meetings in the year ended January 31, 2013 and four formal meetings in the year ended January 31, 2012. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and the By-laws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
There have been no material changes to the procedures by which our shareholders may recommend nominees to our board of directors during the year ended January 31, 2013. Shareholders may contact our President, Larry Liang, to recommend nominees to our board of directors.
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For the year ended January 31, 2013 our only standing committee of the board of directors was our audit committee. We do not have a nominating committee or a compensation committee.
Audit Committee
Currently our audit committee consists of our entire board of directors. We do not have a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act.
During fiscal years ended January 31, 2013 and January 31, 2012, there were no special meetings held by this committee. The business of the Audit Committee was conducted by resolutions consented to in writing by all the members of the board and filed with the minutes of the proceedings of the board.
Audit Committee Financial Expert
Our board of directors has determined that it does not have a member of its board of directors or audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, or who is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
We believe that the members of our board of directors are collectively capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.
Involvement in Certain Legal Proceedings
Our directors and executive officers have not been involved in any of the following events during the past ten years:
| 1. |
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. |
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
| 3. |
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
| 4. |
being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. |
being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or, |
| 6. |
being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self- regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended January 31, 2013, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with.
44
Code of Ethics
Effective March 15, 2004, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's president and secretary (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
| 1. |
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| 2. |
full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; |
| 3. |
compliance with applicable governmental laws, rules and regulations; |
| 4. |
the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and |
| 5. |
accountability for adherence to the Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics requires, among other things, that all of our company's Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity. |
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly Senior Officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any Senior Officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission on March 13, 2004 as Exhibit 14.1 to our annual report. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Liberty Star Uranium & Metals Corp., 5610 E Sutler Ln, Tucson, Arizona 85712.
ITEM 11. EXECUTIVE COMPENSATION.
Following are the particulars of all compensation paid or accruing to our named executive officers for the last two fiscal years ended.
Summary Compensation Table
Name and Principal Position |
Year |
Salary (US$) |
Bonus (US$) |
Stock Awards (US$) |
Option Awards (US$) |
Nonequity Incentive Plan Compensation (US$) |
Non-qualified Deferred Compensation Earnings (US$) |
All Other Compensation (US$)(1) |
Total (US$) |
| James Briscoe, Principal Executive Officer, CEO, CFO, Chairman and Director |
2013 2012 |
70,000 84,000 |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
78,000(2) 89,667(2) |
$148,000 $173,667 |
| Larry Liang, President & Director |
2013 2012 |
21,965 65,625 |
Nil Nil |
Nil Nil |
Nil 198,000 (4) |
Nil Nil |
Nil Nil |
$15,625(3) Nil |
$37,590 $263,625 |
| Eduardo Othon Former Director & Vice President Global Business Development |
2013 2012 |
Nil 47,500 |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil Nil |
Nil $47,500 |
| (1) |
The value of perquisites and other personal benefits, securities and property for the officers that do not exceed the lesser of $10,000 or 10% of the total of the annual salary and bonus and is not reported herein. |
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| (2) |
Mr. Briscoe’s other compensation represents accrued and unpaid wages during the twelve months ended January 31, 2012 and 2013 of $89,667 and $78,000, respectively. |
| (3) |
Mr. Liang’s other compensation represents accrued and unpaid wages during the twelve months ended January 31, 2013 of $15,625. |
| (4) |
Mr. Liang was awarded 10,000,000 incentive stock options on January 10, 2012 with a grant date fair value of $0.022 per share. The assumptions used to determine the grant date fair value can be found in Note 8 to our audited consolidated financial statements. |
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of January 31, 2013.
| Option Awards | Stock Awards | ||||||||
| Name | Number of Securities Underlying Unexercised Options Exercisable |
Number of Securities Underlying Unexercised Options Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options |
Option Exercise Price |
Option Expiration Date |
Number of Shares or Units of Stock that Have Not Vested |
Market Value of Shares or Units of Stock that Have Not Vested |
Equity Incentive Plan Awards : Number of Unearned Shares, Units or Other Rights that Have Not Vested |
Equity Incentive Plan Awards : Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested |
| James Briscoe | 52,500,000 | Nil | Nil | $0.038 | 8/10/2015 | Nil | Nil | Nil | Nil |
| James Briscoe | 75,000 | Nil | Nil | $0.88 | 5/21/2018 | Nil | Nil | Nil | Nil |
| Larry Liang | 7,500,000 | 2,500,000 | Nil | $0.027 | 1/10/2022 | Nil | Nil | Nil | Nil |
| Larry Liang | 2,500,000 | Nil | Nil | $0.038 | 8/10/2015 | Nil | Nil | Nil | Nil |
| (1) |
Eduardo Othon terminated his employment with us on November 17, 2011. He had until February 17, 2012 in order to exercise his exercisable incentive stock options. He did not exercise his incentive stock options and therefore, they expired on February 17, 2012. |
COMPENSATION PLANS
As of January 31, 2013 we had three compensation plans in place, entitled "2004 Stock Option Plan", “2007 Stock Option Plan” and “2010 Stock Option Plan”. These plans have been approved by our security holders. These plans have been given retroactive effect of the 1 for 4 reverse stock split on September 1, 2009.
Plan |
Total number of securities authorized |
Number of securities to be issued upon exercise of outstanding options as at January 31, 2013 |
Weighted-average exercise price of outstanding options as at January 31, 2013 |
Number of securities remaining available for further issuance as at January 31, 2013 |
| 2004 Stock Option Plan | 962,500 | 451,375 | $4.51 | 511,125 |
| 2007 Stock Option Plan | 2,500,000 | 212,500 | $0.88 | 2,287,500 |
| 2010 Stock Option Plan | 95,500,000 | 90,875,000 | $0.037 | 4,625,000 |
On January 10, 2012 we granted incentive stock options and non-qualified stock options to certain of our directors, officers, employees and consultants to purchase an aggregate of 10,500,000 shares of our common stock at an exercise price of $0.027 per share for a term expiring on January 10, 2022. The options were 50% vested upon granting and vested another 25% on January 10, 2013 and will vest another 25% on January 10, 2014. The options that were vested immediately may be exercised using a cash-less exercise formula.
Long-Term Incentive Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers receive stock options at the discretion of our Board. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board.
46
We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.
Employment Contracts
We have not entered into any written employment agreements or compensation arrangements with any of our named executive officers. We have entered into a verbal agreement with James Briscoe, CEO, CFO and Director for annual salary of $148,000. We have entered into a verbal agreement with Larry Liang, President and Director for annual salary of $75,000.
Compensation of Directors
We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common stock as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.
Incentive stock options were granted to directors during the fiscal year ended January 31, 2012. There was no compensation paid or accruing to any director, unless such director is also a named executive officer, during the fiscal year ended January 31, 2013.
Name |
Year |
Fees Earned or Paid in Cash (US$) |
Stock Awards (US$) |
Option Awards (US$) |
Nonequity Incentive Plan Compensatio n (US$) |
Non-qualified Deferred Compensatio n Earnings (US$) |
All Other Compensation (US$)(1) |
Total (US$) |
| John Guilbert | 2013 | Nil | Nil | Nil | Nil | Nil | Nil | $0 |
| Gary Musil | 2013 | Nil | Nil | Nil | Nil | Nil | Nil | $0 |
| Keith Brill | 2013 | Nil | Nil | Nil | Nil | Nil | Nil | $0 |
(1) The value of perquisites and other personal benefits, securities and property for the officers that do not exceed the lesser of $10,000 or 10% of the total of the annual salary and bonus and is not reported herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
We have set forth in the following table certain information regarding our common stock beneficially owned on January 31, 2013 for (i) each shareholder we know to be the beneficial owner of 5% or more of our outstanding common stock, (ii) each of our executive officers and directors, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. All percentages are calculated based upon a total number of 740,710,265 shares of common stock issued and outstanding as of January 31, 2013, plus, in the case of the individual or entity for which the calculation is made, that number of options or warrants owned by such individual or entity that are currently exercisable or exercisable within 60 days.
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percentage of Class(1) |
| James Briscoe 5610 E Sutler Lane Tucson AZ 85712 USA |
54,762,500 (2) (3) |
6.90% |
| Gary Musil 3577 Marshall Street Vancouver BC V5N 4S2 Canada |
7,547,000(3) |
1.01% |
| John Guilbert 961 E Linda Vista Blvd. Tucson AZ 85727 USA |
15,052,500(3) |
1.99% |
47
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percentage of Class(1) |
| Keith Brill 250 Central Ave Apt B204 New York, NY 11559 USA |
2,500,000(3) |
0.34% |
| Larry Liang 6651 N Campbell Ave #254 Tucson, AZ 85718 USA |
7,500,000(3) |
1.00% |
|
Pete O’Heeron |
2,225,000 | 0.30% |
| Cede & Company PO Box 20 Bowling Green Station New York, NY 10274 |
705,165,080 |
95.20% |
| Directors and Executive Officers as a Group | 89,587,000 | 10.85% |
| (1) |
Based on 740,710,265 shares of common stock issued and outstanding as of January 31, 2013. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. |
| (2) |
There are 2,187,500 shares that are held by Alaska Star Minerals LLC. James Briscoe beneficially owns 100% of the membership interest in Alaska Star Minerals LLC. There are 52,575,000 incentive stock options granted to James Briscoe under the 2004, 2007 and 2010 stock option plans that are exercisable at January 31, 2013. |
| (3) |
Includes incentive stock options granted under the 2004, 2007 and 2010 stock option plans that are exercisable at January 31, 2013. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Certain Relationships and Related Transactions
We have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.
Director Independence
We have no directors who meet the definition set forth in Rule 5605(a)(2) of the Listing Rules of the NASDAQ, which defines an “independent director” generally as a person other than an executive officer or employee of the company, or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES.
Audit Fees
48
On January 28, 2013, the Board of Directors of our company dismissed by mutual agreement, Semple, Marchal & Cooper, LLP, as its principal independent accountant. On January 28, 2013, we engaged Malone Bailey LLP as our principal independent accountant. The audit committee of our company approved the dismissal of Semple, Marchal & Cooper, LLP and the engagement of Malone Bailey LLP as its independent auditor. We did not incur any fees from Malone Bailey LLP during the fiscal year ended January 31, 2013. Fees for Malone Bailey LLP for the audit for the year ended January 31, 2013 are expected to be $20,000.
For the fiscal year ended January 31, 2013, the aggregate fees billed by Semple, Marchal & Cooper, LLP for professional services rendered for the audit of our annual consolidated financial statements included in our annual report on Form 10-K and for the reviews of our consolidated financial statements included in Forms 10-Q were $85,270. For the fiscal year ended January 31, 2012, the aggregate fees billed by Semple, Marchal & Cooper, LLP for professional services rendered for the audit of our annual consolidated financial statements included in our annual report on Form 10-K and for the reviews of our consolidated financial statements included in Forms 10-Q were $62,228.
Audit Related Fees
For the fiscal year ended January 31, 2013, the aggregate fees billed for assurance and related services by Semple, Marchal & Cooper, LLP relating to the performance of the audit of our consolidated financial statements which are not reported under the caption "Audit Fees" above, was $0. For the fiscal year ended January 31, 2012, the aggregate fees billed for assurance and related services by Semple, Marchal & Cooper, LLP relating to the performance of the audit of our consolidated financial statements which are not reported under the caption "Audit Fees" above, was $0.
Tax Fees
For the fiscal years ended January 31, 2013 and 2012, the aggregate fees billed by Semple, Marchal & Cooper, LLP for other non-audit professional services, other than those services listed above, totalled $0 in both years.
All Other Fees
We do not use Semple, Marchal & Cooper, LLP for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our consolidated financial statements, are provided internally or by other service providers. We do not engage Semple, Marchal & Cooper, LLP to provide compliance outsourcing services.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditors are engaged by us to render any auditing or permitted non-audit related service, the engagement be:
approved by our audit committee (which consists of our entire board of directors); or
entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.
The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered.
The board of directors has considered the nature and amount of fees billed by Semple, Marchal & Cooper, LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Semple, Marchal & Cooper, LLP's independence.
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| Exhibit Number |
Description of Exhibit |
| 3.1 | Articles of Incorporation1 |
| 3.2 | Bylaws 2 |
| 3.3 | Certificate of Change to Authorized Capital 3 |
__________________________________________
1
Filed as an exhibit to our Registration Statement on Form SB-2, filed with
the SEC on May 14, 2002.
2 Filed as an exhibit to our Quarterly
Report on Form 10-QSB, filed with the SEC on December 14, 2007.
49
| Exhibit Number |
Description of Exhibit |
| 3.4 | Articles of Merger 3 |
| 10.1 | Letter Agreement dated November 14, 2011 with Northern Dynasty 4 |
| 10.2 | Form of Investment Agreement dated January 19, 2012 with Fairhills Capital Offshore Ltd 5 |
| 10.3 | Form of Registration Rights Agreement dated January 19, 2012 with Fairhills Capital Offshore Ltd 5 |
| 10.4 | Form of Subscription Agreement 6 |
| 10.5 | Form of Stock Option Agreement 7 |
| 10.6 | Form of Warrant Certificate 8 |
| 10.7 | Settlement Agreement dated November 13, 2012 with Northern Dynasty Minerals Ltd. 9 |
| 14.1 | Code of Ethics3 |
| 21.1 | Subsidiaries: Big Chunk Corp |
| 31.1* | Section 302 Certification under Sarbanes-Oxley Act of 2002 of James Briscoe |
| 32.1* | Section 906 Certification under Sarbanes-Oxley Act of 2002 of James Briscoe |
| 101.INS* | XBRL INSTANCE DOCUMENT |
| 101.SCH* | XBRL TAXONOMY EXTENSION SCHEMA |
| 101.CAL* | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
| 101.DEF* | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |
| 101.LAB* | XBRL TAXONOMY EXTENSION LABEL LINKBASE |
| 101.PRE* | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
* Filed herewith.
___________________________________
3 Filed as an
exhibit to our Current Report on Form 8-K, filed with the SEC on September 1,
2009.
4 Filed as an exhibit to our Current Report on Form 8-K,
filed with the SEC on November 25, 2011.
5 Filed as an exhibit to
our Current Report on Form 8-K, filed with the SEC on January 19,
2012.
6 Filed as an exhibit to our Current Report on Form 8-K,
filed with the SEC on December 13, 2011.
7 Filed as an exhibit to
our Current Report on Form 8-K, filed with the SEC on January 23, 2012.
8 Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on July 30, 2012.
9 Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on November 15, 2012.
50
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LIBERTY STAR URANIUM & METALS CORP.
By: /s/ James A. Briscoe
James A. Briscoe
Chief Executive Officer, Director
and
Chief Financial Officer
(Principal Executive Officer)
(Principal
Financial Officer and Principal Accounting Officer)
Dated: May 16, 2013
Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ James A. Briscoe
James A. Briscoe
Chief Executive Officer, Director and
Chief Financial Officer
(Principal Executive Officer)
(Principal
Financial Officer and Principal Accounting Officer)
Dated: May 16, 2013
| By: /s/ Larry Liang | By: /s/ Gary Musil |
| Larry Liang | Gary Musil |
| President and Director | Secretary and Director |
| Dated: May 16, 2013 | Dated: May 16, 2013 |
| By: /s/ John Guilbert | By: /s/ Keith Brill |
| Dr. John Guilbert | Keith Brill |
| Director | Director |
| Dated: May 16, 2013 | Dated: May 16, 2013 |
| By: /s/ Pete O'Heeron | |
| Pete O'Heeron | |
| Director | |
| Dated: May 16, 2013 |
