UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the
Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to §240.14a -12
LIBERTY STAR URANIUM & METALS CORP.
(Name of Registrant as Specified In Its Charter)
____________________________________________________________
(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] |
No fee required. |
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction
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Aggregate number of securities to which transaction
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of
transaction: |
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Total fee paid: |
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Fee paid previously with
preliminary materials. |
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Date Filed: |
LIBERTY STAR URANIUM & METALS CORP.
NOTICE OF ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 15, 2015
To Our Stockholders:
Notice is hereby given that the annual and special meeting (the
Meeting) of the stockholders of Liberty Star Uranium & Metals Corp.
(the Company) will be held at San Miguel Club House, 5565 N.
Binghampton, Tucson, AZ 85712 at 1:30 p.m. on Wednesday, July 15, 2015 for the
following purposes:
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1. |
To ratify the appointment of our independent registered
public accounting firm; |
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2. |
To elect James Briscoe, Gary Musil, John Guilbert, Keith
Brill, Peter OHeeron and Brett Gross as directors; |
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3. |
To approve an amendment to our articles of incorporation
to increase the number of authorized shares of our common stock from
1,250,000,000 to 6,250,000,000; |
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4. |
To hold a non-binding advisory vote on the compensation
of our named executive officer as disclosed in the proxy
statement; |
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5. |
To hold a non-binding advisory vote on whether a
non-binding advisory vote on the compensation of our named executive
officers should be held every one, two or three years; and |
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6. |
To transact such other business, if any, as may properly
come before the Meeting; |
The accompanying proxy statement provides additional
information in relation to the Meeting and is supplemental to, and expressly
made part of the Notice of Annual and Special Meeting. These items of business
are more fully described in the proxy statement accompanying this Notice.
Only stockholders of record at the close of business on June 9,
2015 are entitled to notice of and to vote at the Meeting. Whether or not you
expect to attend the Meeting in person, the Company urges you to submit your
vote as promptly as possible by following instructions provided in the proxy
card. You may revoke your proxy at any time before the Meeting. If your shares
are held in the name of a broker, bank, or other nominee, please follow the
instructions in the voting instruction card furnished to you by such record
holder. Even if you have voted by proxy, you may still vote in person if you
attend the Meeting. Please note, however, that if your shares are held of record
by a broker, bank, or other nominee and you wish to vote at the Meeting, you
must obtain a valid proxy issued in your name from that record holder.
By Order of the Board of Directors
/s/ James
Briscoe |
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James Briscoe |
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President, Chief Executive Officer, |
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Chief Financial Officer, Chairman of the Board |
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And Director |
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Tucson, Arizona |
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June 10, 2015 |
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LIBERTY STAR URANIUM & METALS CORP.
PROXY STATEMENT
ANNUAL AND SPECIAL MEETING OF
STOCKHOLDERS
JULY 15, 2015
Questions and Answers about the Meeting of Stockholders
Why am I receiving these materials?
The board of directors of Liberty Star Uranium & Metals
Corp. (we, us, our, Liberty Star or the
Company) is soliciting proxies for use at the annual and special
meeting to be held on July 15, 2015, or at any adjournment of the annual and
special meeting (the Meeting) from stockholders of shares of common
stock of our company. These materials were first sent or given to our
stockholders on or about June 23, 2015.
What is included in these materials?
These materials include:
- the notice of the Meeting of stockholders;
- this proxy statement for the Meeting of stockholders;
- the proxy card; and
- our annual report on Form 10-K for the year ended January 31, 2015, as
filed with the Securities and Exchange Commission on May 1, 2015.
Important Notice Regarding the Availability of Proxy
Materials
for the Stockholder Meeting to be Held on July 15, 2015
Above materials are also available at
http://www.libertystaruranium.com/investors/annualspecial-meeting-fye-1-31-2015-2/
The annual report on Form 10-K accompanies this proxy
statement, but does not constitute a part of the proxy soliciting material.
What items will be voted at the Meeting?
Our stockholders will vote on:
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1. |
To ratify the appointment of our independent registered
public accounting firm; |
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2. |
To elect James Briscoe, Gary Musil, John Guilbert, Keith
Brill, Peter OHeeron and Brett Gross as directors; |
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3. |
To approve an amendment to our articles of incorporation
to increase the number of authorized shares of our common stock from
1,250,000,000 to 6,250,000,000; |
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4. |
To hold a non-binding advisory vote on the compensation
of our named executive officer as disclosed in the proxy
statement; |
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5. |
To hold a non-binding advisory vote on whether a
non-binding advisory vote on the compensation of our named executive
officers should be held every one, two or three years; and |
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6. |
To transact such other business, if any, as may properly
come before the Meeting. |
What do I need to do now?
We urge you to carefully read and consider the information
contained in this proxy statement. We request that you cast your vote on the
proposals described in this proxy statement. You are invited to attend the
Meeting, but you do not need to attend the Meeting in person to vote your shares of
our common stock. Even if you do not plan to attend the Meeting, please vote by
proxy by following instructions provided in the proxy card.
2
Who can vote at the Meeting?
Our board of directors has fixed the close of business on June
9, 2015 as the record date for the determination of the stockholders entitled to
notice of, and to vote at, the Meeting or any adjournment. If you were a
stockholder of record on the record date, you are entitled to vote at the
Meeting.
As of the record date, 1,161,749,602 shares of our common stock
were issued and outstanding and, therefore, a total of 1,161,749,602 votes are
entitled to be cast at the Meeting.
How many votes do I have?
On each proposal to be voted upon, you have one vote for each
share of our common stock that you owned on the record date. There is no
cumulative voting.
How do I vote my shares?
If you are a stockholder of record, you may vote in person at
the Meeting or by proxy.
- To vote in person, come to the Meeting, and we will give you a ballot when
you arrive.
- If you do not wish to vote in person or if you will not be attending the
Meeting, you may vote by proxy by following instructions provided in the proxy
card.
If you hold your shares of our common stock in street name
and:
- you wish to vote in person at the Meeting, you must obtain a valid proxy
from your broker, bank, or other nominee that holds your shares of our common
stock giving you the right to vote the shares of our common stock at the
Meeting.
- you do not wish to vote in person or you will not be attending the
Meeting, you must vote your shares of our common stock in the manner
prescribed by your broker, bank or other nominee. Your broker, bank or other
nominee should have enclosed or otherwise provided a voting instruction card
for you to use in directing the broker, bank or nominee how to vote your
shares of our common stock.
What is the difference between a stockholder of record and a
street name holder?
If your shares of our common stock are registered directly in
your name with our transfer agent, Nevada Agency and Transfer Company, then you
are a stockholder of record with respect to those shares.
If your shares of our common stock are held in a stock
brokerage account or by a bank, or other nominee, then the broker, bank, or
other nominee is the stockholder of record with respect to those shares.
However, you still are the beneficial owner of those shares, and your shares are
said to be held in street name. Street name holders generally cannot vote
their shares directly and must instead instruct the broker, bank, or other
nominee how to vote their shares. Street name holders are also invited to attend
the Meeting.
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What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, it means that you hold
shares of our common stock registered in more than one name or in different
accounts. To ensure that all of your shares are voted, please vote by proxy by
following instructions provided in each proxy card. If some of your shares are
held in street name, you should have received voting instruction with these
materials from your broker, bank or other nominee. Please follow the voting
instruction provided to ensure that your vote is counted.
What vote is required for the election of directors or for
the approval of a proposal?
The affirmative vote of the holders of a majority of the stock
having voting power present in person or represented by proxy at the Meeting
will be sufficient to elect directors. This means that each nominee who receives
more For votes than the combined votes of Against votes and votes that are
abstained will be elected as a director. There is no cumulative voting in the
election of directors.
The proposal for approval of amendment of our articles of
incorporation to increase the number of authorized shares of our common stock
requires the affirmative vote from the stockholders holding shares in our
company entitling them to exercise at least a majority of the voting power. This
means that the proposal must receive For votes from the holders of at least
580,874,802 shares of our common stock.
The non-binding advisory vote on the frequency with which we
will conduct a non-binding advisory vote on the compensation of our named
executive officers will be determined by a plurality of the votes of the shares
of our common stock present in person or represented by proxy at the annual and
special meeting and entitled to vote, which means that the option receiving the
highest number of votes will be determined to be the preferred frequency.
All other proposals require the affirmative vote of the holders
of a majority of the stock having voting power in person or represented by proxy
at the Meeting. Therefore, for the other proposals to be approved, each proposal
must receive more For votes than the combined votes of Against votes and
votes that are abstained.
How are votes counted?
For the election of directors, you may vote For, Against,
or Abstain for each nominee for the directors. Votes that are abstained will
be counted towards the vote total for the election of directors and thus will
have the same effect as Against votes. Broker non-votes, if any, will not be
counted towards the vote total for the election of directors and thus have no
effect on the outcome of the vote on the election of directors.
For the approval of amendment to our articles of incorporation
to increase the number of authorized shares of our common stock, you may vote
For, Against, or Abstain for the proposal. Votes that are abstained and
broker non-votes will have the same effect as Against votes.
For the non-binding advisory vote on the frequency with which
we will conduct a non-binding advisory vote on the compensation of our named
executive officers, you may vote One Year, Two Years, Three Years, or
Abstain. Votes that are abstained and broker non-votes will have no effect on
the outcome of the vote on this non-binding advisory vote on the frequency.
For all other proposals, you may vote For, Against, or
Abstain for each proposal. Votes that are abstained will be counted towards
the vote total for the proposal and thus have the same effect as Against
votes. Broker non-votes, if any, will not be counted towards the vote total for
the proposals and thus have no effect on the outcome of the vote on the
proposals.
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A broker non-vote occurs when a broker, bank, or other
nominee holding shares for a beneficial owner in street name does not vote on a
particular proposal because it does not have discretionary voting power with
respect to that proposal and has not received instructions with respect to that
proposal from the beneficial owner of those shares, despite voting on at least
one other proposal for which it does have discretionary authority or for which
it has received instructions.
What happens if I do not make specific voting choices?
If you are a stockholder of record and you submit your proxy
without specifying how you want to vote your shares of our common stock, then
the proxy holder will vote your shares in the manner recommended by our board of
directors.
If you hold your shares in the street name and you do not give
instructions to your broker, bank or other nominee to vote your shares, under
the rules that govern brokers, banks, and other nominees who are the
stockholders of record of the shares held in street name, it generally has the
discretion to vote uninstructed shares on routine matters but have no discretion
to vote them on non-routine matters.
What is the quorum requirement?
A quorum of stockholders is necessary for the transaction of
business at the Meeting. Stockholders holding at least 10% of the shares of our
common stock issued and outstanding and entitled to vote, present in person or
represented by proxy, constitute a quorum at the Meeting. Your shares will be
counted towards the quorum requirement only if you or the registered holder of
your shares, properly vote by proxy or are present in person at the Meeting.
Votes that are abstained and broker non-votes will be counted towards the quorum
requirement. If there is no quorum, the stockholders entitled to vote at the
Meeting, present in person or represented by proxy, will have power to adjourn
the meeting without notice other than announcement at the meeting, until a
quorum is present or represented.
How does the board of directors recommend that I vote?
Our board of directors recommends that you vote your shares:
- For the ratification of the appointment of the independent registered
public accounting firm;
- For the election of all nominees for directors;
- For the approval of amendment to our articles of incorporation to
increase the number of authorized shares of our common stock;
- For the approval of the compensation of our named executive officer; and
- For a frequency of every three years regarding how frequently we should
seek an advisory vote on the compensation of our named executive officers.
Can I change my vote after submitting my proxy?
Yes. You may revoke your proxy and change your vote at any time
before the final vote at the Meeting. If you are a stockholder of record, you
may vote by proxy again on a later date, or by attending the Meeting and voting
in person. Your attendance at the Meeting will not automatically revoke your
proxy unless you vote again at the Meeting or specifically request in writing
that your prior proxy be revoked. You may also request that your prior proxy
be revoked by delivering us, at 5610 E. Sutler Lane, Tucson, Arizona 85712,
Attention: President, a written notice of revocation prior to the Meeting.
If you hold your shares in the street name, you will need to
follow the voting instruction provided by your broker, bank or other nominee
regarding how to revoke or change your vote.
How can I attend the Meeting?
You may call us at 520.425.1433 if you want to obtain
information or directions to be able to attend the Meeting and vote in person.
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You may be asked to present valid picture identification, such
as a drivers license or passport, before being admitted to the Meeting. If you
hold your shares in street name, you also will need proof of ownership to be
admitted to the Meeting. A recent brokerage statement or letter from your
broker, bank or other nominee is an example of proof of ownership.
Who pays for the cost of proxy preparation and solicitation?
We pay for the cost of proxy preparation and solicitation,
including the reasonable charges and expenses of brokers, banks or other
nominees for forwarding proxy materials to street name holders.
We are soliciting proxies primarily by mail. In addition, our
directors, officers and regular employees may solicit proxies by telephone,
facsimile, mail, other means of communication or personally. These individuals
will receive no additional compensation for such services. In addition, we may
engage a proxy solicitor to solicit proxies on our behalf by telephone and by
other means. We expect the cost of our private proxy solicitor to be
approximately $7,500 to $15,500.
We will ask brokers, banks, and other nominees to forward the
proxy materials to their principals and to obtain their authority to execute
proxies and voting instructions. We will reimburse them for their reasonable
expenses.
FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements. These
statements relate to future events. In some cases, you can identify
forward-looking statements by terminology such as may, should, expect,
plan, anticipate, believe, estimate, predict, potential or
continue or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors that may cause our companys 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.
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.
VOTING SECURITIES
Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth, as of June 9, 2015, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our directors and executive officers and by our directors
and executive officers as a group.
Title of Class |
Name and Address of
Beneficial
Owner |
Amount and Nature of
Beneficial
Ownership(1)
|
Percent of
Class(1) |
Common Stock
|
James Briscoe 5610 E. Sutler Lane
Tucson, AZ 85712 USA |
54,762,500 (2)(3)
|
Direct/ Indirect |
4.71% |
Common Stock
|
Gary Musil 3577 Marshall Street
Vancouver, BC V5N 4S2 Canada |
7,542,000 (3) |
Direct |
* |
Common Stock
|
John Guilbert 961 E. Linda Vista Blvd.
Tucson, AZ 85727 USA |
15,032,500 (3) |
Direct |
1.29% |
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Common Stock
|
Keith Brill 250 Central Ave., Apt. B204
New York, NY 11559 USA |
2,500,000 (3) |
Direct |
* |
Common Stock
|
Peter OHeeron 17300 El Camino Real #110
Houston, TX 77058 USA |
6,897,987 (4) |
Direct |
* |
Common Stock
|
Brett Gross 15290 E. Powers Place
Centennial, CO 80015 USA |
6,042,296 |
Direct |
* |
Common Stock
|
Directors and Current Executive Officers as
a group (6 persons) |
92,778,033 |
|
7.98%
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* |
Less than 1%. |
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(1) |
Percentage of ownership is based on 1,161,749,602 shares
of our common stock issued and outstanding as of June 9, 2015. 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 of our common
stock, subject to community property laws where applicable. 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. Shares of our common stock subject to stock options
or warrants currently exercisable or exercisable within 60 days, are
deemed outstanding for purposes of computing the percentage ownership of
the person holding such stock option or warrants, but are not deemed
outstanding for purposes of computing the percentage ownership of any
other person. |
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(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 within 60 days of June 9,
2015. |
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(3) |
Includes incentive stock options granted under the 2004,
2007 and 2010 stock option plans that are exercisable within 60 days of
June 9, 2015. |
Changes in Control
We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change in control of our
company.
Proposal No. 1
Ratification of the Appointment of
the Independent Registered Public Accounting Firm
Our board of directors is asking our stockholders to ratify the
appointment of Malone Bailey LLP as our independent registered public accounting
firm. Even if the appointment is ratified, our board of directors in its
discretion may direct the appointment of a different independent registered
public accounting firm at any time during the year if our board of directors
determines that such a change would be in the best interest of our company and
our stockholders.
Representatives of Malone Bailey LLP are not expected to be
present at the Meeting. However, we will provide contact information for Malone
Bailey LLP to any stockholders who would like to contact the firm with
questions.
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Unless otherwise directed, the proxy holder will vote the
proxies received by him for the ratification of the appointment of Malone Bailey
LLP as our independent registered public accounting firm.
Fees Paid to Malone Bailey LLP
Audit Fees
For the fiscal year ended January 31, 2015 and 2014, the
aggregate fees billed by Malone Bailey, 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 $28,000 and $20,000, respectively.
Audit Related Fees
For the fiscal year ended January 31, 2015 and 2014, the
aggregate fees billed for assurance and related services by Malone Bailey, LLP
relating to the performance of the audit of our consolidated financial
statements which are not reported under the caption "Audit Fees" above, was
$1,100 and $0, respectively.
Tax Fees and All Other Fees
For the fiscal years ended January 31, 2015 and 2014, the
aggregate fees billed by Malone Bailey, LLP for other non-audit professional
services, other than those services listed above, was $0.
Pre-Approval Policies and Procedures with respect to
Services Performed by Independent Auditors
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 Malone Bailey, LLP and believes that the provision of services
for activities unrelated to the audit is compatible with maintaining Malone
Bailey, LLPs independence.
Our Board of Directors unanimously recommends that you
vote FOR the ratification of the appointment of Malone Bailey LLP as our
independent registered public accounting firm
Proposal No. 2
Election of Directors
Our board of directors has nominated James Briscoe, Gary Musil,
John Guilbert, Keith Brill, Peter OHeeron and Brett Gross for election as
directors. Unless otherwise directed, the proxy holder will vote the proxies
received by him for the six nominees named below.
Management has no reason to believe that any of the nominees is
unable or unwilling to serve, if elected. However, in the event that any of the
nominees should become unable or unwilling to serve as a director, the proxy
will be voted for the election of such person or persons as shall be designated
by the board of directors.
Our Board of Directors unanimously recommends that you
vote FOR each of the six nominees.
8
Below are the names and certain information regarding our
executive officers and directors.
Name |
Age |
Position |
James Briscoe |
73 |
Chief Executive
Officer, Chief Financial Officer, President Chairman of the Board and
Director |
|
|
|
Gary Musil |
63 |
Secretary and
Director |
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|
John Guilbert |
83 |
Director |
|
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Keith Brill |
37 |
Director |
|
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Peter OHeeron |
51 |
Director |
|
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Brett Gross |
55 |
Director
|
Directors are elected to serve until the next annual meeting of
stockholders and until their successors are elected and qualified.
The biographies of each of the officer and directors are listed
below and contain information regarding the persons service as a director,
business experience, public company director positions currently held or held at
any time during the last five years, information regarding involvement in
certain legal or administrative proceedings, if applicable, and the experiences,
qualifications, attributes or skills that caused the Board to determine that the
person should serve as a director in light of our business and structure.
James Briscoe - Chief Executive Officer, Chief Financial
Officer and Chairman of the Board and Director and President
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 companys history and current
operations, which he gained from working for our company as described above, in
addition to his 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.
9
We believe Mr. Musil is qualified to serve on our board of
directors because of his knowledge of our companys 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 successive
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 companys 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 companys 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 OHeeron Director
Mr. OHeeron joined the board in September, 2012. Mr. OHeeron
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. OHeeron brings
together the resources from strategic disciplines necessary to commercialize
unique technologies. Prior to founding Advanced Medical Technologies LLC, Mr.
OHeeron 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. OHeeron completed the sale of NeoSurg
Technologies to CooperSurgical in 2005. Mr. OHeeron 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. OHeeron currently holds 5 patents and has 4 patents pending.
10
We believe Mr. OHeeron is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from working with our company as described above, in
addition to his education and business experience as described above. He also
catalyzed a negotiation with Northern Dynasty which benefited the company by
millions of dollars.
Brett Gross Director
Mr. Gross joined the board on October 20, 2014. Mr. Gross is a
mining engineer (BS, Ohio State University, 1982; MS, Virginia Polytechnic
Institute, 1988; PE, Colorado and Alabama) and attorney (JD, University of
Denver, 2001) with over 30 years of experience, both domestic and international.
His work experience includes surface and underground mining operations,
engineering, and delivery of construction mega-projects across multiple
industrial and commercial markets, and the practice of law related to each of
these sectors. Mr. Gross brings a combination of professional skills that
benefits every aspect of our business. Mr. Gross engineering career began at
Virginia Tech, with research focused on rock mechanics and the stability of
underground openings, particularly the phenomenon of coal bumps and rock
bursts, and studying methods to monitor stress changes in the longwall barrier
pillar during the onset of the active longwall face. The ensuing years of his
career have been intimately involved with a broad spectrum of engineering,
operations, management and project delivery. Since 2002, Mr. Gross has practiced
law both in private practice and as in-house counsel, negotiating and closing
complex deals with what today is among the largest engineering and construction
firms in the United States.
We believe Mr. Gross is qualified to serve on our board of
directors because of his education and business as described above.
Family Relationships
There are no family relationships among our officer and
directors.
Director Independence
We currently act with six directors consisting of James
Briscoe, Gary Musil, John Guilbert, Keith Brill, Peter OHeeron and Brett Gross.
Our common stock is quoted on the OTCQB operated by the OTC Markets Group, which
does not impose any director independence requirements. Under NASDAQ rule
5605(a)(2), a director is not independent if he or she is also an executive
officer or employee of the corporation or was, at any time during the past three
years, employed by the corporation. Using this definition of independent
director, we have five independent directors consisting of Gary Musil, John
Guilbert, Keith Brill, Peter OHeeron and Brett Gross.
Board Leadership Structure
The positions of our principal executive officer and the
chairman of our board of directors are served by one individual, James Briscoe.
We have determined that the leadership structure of our board of directors is
appropriate, especially given the early stage of our development and the size of
our company. Our board of directors provides oversight of our risk exposure by
receiving periodic reports from senior management regarding matters relating to
financial, operational, legal and strategic risks and mitigation strategies for
such risks.
Board and Committee Meetings
The board of directors of our company held three formal
meetings during the year ended January 31, 2015 and two formal meetings during
the year ended January 31, 2014. 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 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.
11
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, 2015. Stockholders may contact our President, James
Briscoe, to recommend nominees to our board of directors.
For the year ended January 31, 2015 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 Securities Exchange
Act of 1934.
During fiscal years ended January 31, 2015 and January 31,
2014, 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
of directors.
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.
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.
Audit Committee Report
Our audit committee oversees our financial reporting process.
Management has the primary responsibility for the financial statements and the
reporting process, including the system of internal controls. In fulfilling its
oversight responsibilities, our audit committee reviewed the audited financial
statements in the annual report on Form 10-K for the year ended January 31,
2015, with management including a discussion of the accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in the
financial statements.
Our audit committee reviewed with the independent registered
public accounting firm, which is responsible for expressing an opinion on the
conformity of audited financial statements with generally accepted accounting
principles, its judgments as to our accounting principles and such other matters
as are required to be discussed with our audit committee under auditing
standards of the Public Company Accounting Oversight Board (United States),
including those described in Statement on Auditing Standards No. 61, as amended,
Communication with Audit Committees, and discussed and reviewed results of the
independent registered public accounting firms examination of the financial
statements. In addition, our audit committee discussed with the independent
registered public accounting firm its independence from management and our
company, including the matters in the written disclosures required by the
Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees. Our audit committee also considered whether the provision of
non-audit services is compatible with maintaining the auditors independence.
In reliance on the reviews and discussions referred to above,
our audit committee recommended to our board of directors that the audited
financial statements be included in our annual report on Form 10-K for the year
ended January 31, 2015, filed with the Securities and Exchange Commission.
12
Members of the Audit Committee
James Briscoe |
Gary Musil |
John Guilbert |
Keith Brill |
Peter OHeeron |
Brett Gross |
The material in this report is not soliciting material, is
not deemed filed with the Securities and Exchange Commission and is not to be
incorporated by reference in any filing of our company under the Securities Act
of 1933 or the Securities Exchange Act of 1934 whether made before or after the
date hereof and irrespective of any general incorporation language in any such
filing.
Involvement in Certain Legal Proceedings
We know of no material proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial stockholder
is a party adverse to our company or any of our subsidiaries or has a material
interest adverse to our company or any of our subsidiaries.
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 offenses); |
|
|
|
|
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 Securities and Exchange 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
Exchange Act), 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. |
Transactions with Related Persons
There has been no transaction, since February 1, 2013, or
currently proposed transaction, in which our company was or is to be a
participant and the amount involved exceeds the lesser of $120,000 or one
percent of the average of our total assets at year end for the last two
completed fiscal years, and in which any of the following persons had or will
have a direct or indirect material interest:
|
(a) |
Any director or executive officer of our
company; |
13
|
(b) |
Any person who beneficially owns, directly or indirectly,
more than 5% of any class of our voting securities; and |
|
|
|
|
(c) |
Any member of the immediate family (including spouse,
parents, children, siblings and in- laws) of any of the foregoing
persons. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 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, 2015, all filing requirements
applicable to its officers, directors and greater than 10% percent beneficial
owners were complied with.
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 on Form 10-K. 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 Lane, Tucson,
Arizona 85712.
14
Executive Compensation
Following are the particulars of all compensation paid or
accruing to our named executive officer 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, President and Director |
2015 2014
|
84,000 84,000
|
Nil Nil
|
Nil Nil
|
Nil Nil
|
Nil Nil
|
Nil Nil
|
64,000 (2) 64,000 (2)
|
$148,000 $148,000
|
(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. |
|
|
(2) |
Mr. Briscoes other compensation represents accrued and
unpaid wages during the years ended January 31, 2015 and 2014 of $64,000
and $64,000 respectively. |
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth for our named executive officer
certain information concerning the outstanding equity awards as of January 31,
2015.
Name
|
Option Awards |
Stock Awards |
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 |
Compensation Plans
As of January 31, 2015, 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.
15
Plan category |
Total number of
securities authorized |
Number of securities to
be issued upon exercise of outstanding options
as at January 31, 2015 (a) |
Weighted-average
exercise price of outstanding options as at
January 31, 2015 (b) |
Number of securities
remaining
available for further issuance as at January 31,
2015 (excluding securities reflected in column
(a)) (c) |
2004 Stock Option Plan |
962,500 |
834,874 |
$0.671 |
127,626 |
2007 Stock Option Plan |
2,500,000 |
2,450,000 |
$0.860 |
50,000 |
2010 Stock Option Plan |
95,500,000 |
83,000,000 |
$0.038 |
12,500,000 |
On September 5, 2013, we granted incentive stock options and
non-qualified stock options to certain of our directors, officers, employees and
consultants to purchase an aggregate of 7,423,624 shares of our common stock at
an exercise price of $0.03 per share, with a ten year term expiring on September
5, 2023. The options have various vesting terms. No options were granted during
the year ended January 31, 2015.
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 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 $148,000.
Compensation of Directors
We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common stock as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. No director received
and/or accrued any compensation for their services as a director, including
committee participation and/or special assignments.
Warrants were granted to a director during the fiscal year
ended January 31, 2015. There was no other compensation paid or accruing to any
director, unless such director is also a named executive officer, during the
fiscal year ended January 31, 2015.
Name |
Year |
Fees
Earned or Paid
in Cash (US$) |
Stock Awards
(US$) |
Option Awards
(US$) |
Nonequity
Incentive
Plan Compensation (US$) |
Non-qualified
Deferred Compensation Earnings
(US$) |
All Other Compensation
(US$) (1) |
Total (US$) |
John Guilbert |
2015
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$0 |
Gary Musil |
2015
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$0 |
Keith Brill |
2015
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$0 |
Pete O'Heeron |
2015
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil(2) |
$0 |
Brett Gross |
2015
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$0 |
16
(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.
(2) 677,507 warrants with an exercise price of
$0.207 were granted to this director on July 11, 2014.
Proposal No. 3 Approval of Amendment to Articles of
Incorporation to Increase the Number of Authorized
Shares of Our
Common Stock from 1,250,000,000 to 6,250,000,000.
Our board of directors is asking our stockholders to approve
amendment to our articles of incorporation to increase the number of authorized
shares of our common stock from 1,250,000,000 to 6,250,000,000 (the
Amendment). On June 5, 2015, our board of directors proposed the
amendment of our articles of incorporation to amend Article IV Shares of
Common Stock of our articles of incorporation to state substantially as follows:
Section 4.01 Number and Class. The
Corporation shall authorize the issuance of a single class of Capital Stock
in the amount of 6,250,000,000 shares of Common Stock, at $0.00001 par value.
Our articles of incorporation currently provide for authorized
capital stock consisting of 1,250,000,000 shares of common stock, par value
$0.00001 per share. As of June 9, 2015, we had 1,161,749,602 shares of our
common stock issued and outstanding. As of June 9, 2015 we have options and
warrants outstanding to acquire shares of our common stock.
Our board of directors believes that it is necessary and
prudent to amend our articles of incorporation to increase the number of
authorized shares of our common stock from 1,250,000,000 shares of common stock
to 6,250,000,000 shares of common stock to allow us to issue additional shares
of our common stock for the purposes described below, and for any other lawful
purpose.
Our Board of Directors unanimously recommends that you
vote FOR the approval of the Amendment.
Purpose and Effect of Increase in the Number of Authorized
Shares of Our Common Stock
The primary reason for the increase to the authorized capital
is due to the fact that our authorized shares of common stock are presently
limited to 1,250,000,000 shares of common stock and we have 1,161,749,602 shares
of our common stock issued and outstanding, 85,421,374 options and 59,566,708
warrants to acquire shares of our common stock outstanding. Accordingly, without
the increase to our authorized capital we are unable to issue any shares of
common stock that have not already been allocated. The increased reserve of
shares available for issuance would give us the flexibility of using our common
stock for corporate purposes such as acquisitions of companies or assets, sales
of stock or securities convertible into our common stock and raising additional
capital. We believe that the availability of the additional shares will provide
us with the flexibility to meet business needs as they arise, to take advantage
of favorable opportunities and to respond to a changing corporate environment.
The increased reserve of shares available for issuance would
give us the flexibility of using our common stock to raise capital and/or as
consideration in acquiring other businesses. We are continuously seeking
opportunities to acquire more mineral properties or other mineral properties
related businesses. Such acquisitions may be effected using shares of our common
stock or other securities convertible into our common stock and/or by using
capital that may need to be raised by selling such securities. The current
number of available authorized shares of our common stock could limit our
ability to effect acquisitions of businesses using shares of our common stock or
issuing shares to raise capital to fund such acquisitions or for other purposes.
The increased reserve of shares available for issuance may also
be used to facilitate public or private financings. If sufficient operating
funds cannot be generated by operations, we may need to, among other things,
issue and sell our common stock, or securities convertible into our common
stock. Except under the investment agreement with Tangiers Investment Group,
LLC, pursuant to which Tangiers Investment Group, LLC committed to purchase up
to $8,000,000 of our common stock over a period of up to 36 months, we have no
plans or agreements in place for any financing at this time. Such transactions
might not be available on terms favorable to us, or at all. We may sell our
common stock at prices less than the public trading price of our common stock at
the time, and we may grant additional contractual rights to purchase not available to
other holders of our common stock, such as warrants to purchase additional
shares of our common stock or anti-dilution protections.
17
On December 15, 2014, we entered into an investment agreement
with Tangiers Investment Group, LLC, a Delaware limited liability company
(Tangiers). Pursuant to the terms of the investment agreement, Tangiers
committed to purchase up to $8,000,000 of our common stock over a period of up
to 36 months. From time to time during the 36 months period commencing from the
effectiveness of the registration statement, we may deliver a put notice to
Tangiers which states the dollar amount that we intend to sell to Tangiers on a
date specified in the put notice. The maximum investment amount per notice must
be no more than 150% of the average daily trading dollar volume of our common
stock for the 10 consecutive trading days immediately prior to date of the
applicable put notice and such amount must not exceed an accumulative amount per
month of $100,000. The minimum put amount is $5,000. The purchase price per
share to be paid by Tangiers will be the 80% of the lowest day of the daily
volume weighed average price of our common stock during the five consecutive
trading days immediately prior to the receipt by Tangiers of the put notice,
provided, however, an additional 5% will be added to the discount of each put if
(i) we are not DWAC eligible and (ii) an additional 5% will be added to the
discount of each put if we are under DTC chill status on the applicable date
of the put notice.
Tangiers has agreed to refrain from holding an amount of shares
which would result in Tangiers owning more than 4.99% of the then-outstanding
shares of our common stock at any one time.
In connection with the investment agreement with Tangiers, we
also entered into a registration rights agreement with Tangiers, pursuant to
which we agreed to file with the Securities and Exchange Commission a
registration statement. Furthermore, upon the effectiveness of such registration
statement, we agreed to keep such registration statement effective until the
earlier to occur of the date on which (i) Tangiers will have sold all the shares
of our common stock actually issued or that we have an obligation to issue under
the investment agreement; (ii) Tangiers has no right to acquire any additional
shares of our common stock under the investment agreement; or (iii) Tangiers may
sell the shares underlying the investment agreement without volume limitation
under Rule 144.
At an assumed purchase price of $0.01 we will be able to
receive up to $1,000,000 in gross proceeds, assuming the sale of the 100,000,000
shares of our common stock pursuant to the investment agreement with Tangiers,
being the number of shares that we agreed to register for resale initially. If
we want to obtain the balance of $7,000,000 under the investment agreement, we
would be required to register additional 700,000,000 shares with the above
assumed purchase price of $0.01.
We are currently authorized to issue 1,250,000,000 shares of
our common stock. Our board of directors believes that the additional available
authorized shares of our common stock that would result from the Amendment may
allow us to receive the entire purchase price or additional portion of the
entire purchase price.
There are substantial risks to investors as a result of the
issuance of shares of our common stock under the investment agreement with
Tangiers. These risks include dilution of stockholders percentage ownership,
significant decline in our stock price and our inability to draw sufficient
funds when needed.
There are also advantages which include the ability to drawdown
funds at the companys option and avoid other more expensive means of funding.
We intend to sell Tangiers periodically our common stock under
the investment agreement and Tangiers will, in turn, sell such shares to
investors in the market at the market price. This may cause our stock price to
decline, which will require us to issue increasing numbers of common shares to
Tangiers to raise the same amount of funds, as our stock price declines.
However the company will have control regarding when to sell
stock to Tangiers under this investment equity line.
In addition, the increased reserve of shares available for
issuance may be used for our equity incentive plans for grants to our directors,
officers, employees and consultants and those of our subsidiary. Our board of
directors believes that it is critical to incentivize our directors, officers,
employees, and consultants and those of our subsidiary, to increase our revenues and profitability, if any,
and as a result, our market value, through equity incentive awards. Such equity
incentive plans may also be used to attract and retain employees or in
connection with potential acquisitions if we grant options to the employees of
the acquired companies. Our board of directors believes that our ability to
achieve our growth strategy may be impaired without additional authorized shares
of our common stock that could be used to provide such equity incentives.
18
The flexibility of our board of directors to issue additional
shares of our common stock could also enhance our ability to negotiate on behalf
of our stockholders in a takeover situation. The authorized but unissued shares
of our common stock could be used by our board of directors to discourage, delay
or make more difficult a change in the control of our company. For example, such
shares could be privately placed with purchasers who might align themselves with
our board of directors in opposing a hostile takeover bid. The issuance of
additional shares could serve to dilute the stock ownership of persons seeking
to obtain control and thereby increase the cost of acquiring a given percentage
of the outstanding stock. Stockholders should therefore be aware that approval
of the Amendment could facilitate future efforts by our board of directors to
deter or prevent changes in control of our company, including transactions in
which our stockholders might otherwise receive a premium for their shares over
then current market prices. The Amendment, however, is not being proposed in
response to any effort of which we are aware to accumulate shares of our common
stock or to obtain control of us.
The availability of additional shares of our common stock is
particularly important in the event that our board of directors needs to
undertake any of the foregoing actions on an expedited basis and therefore needs
to avoid the time (and expense) of seeking stockholder approval in connection
with the contemplated action. If the Amendment is approved by our stockholders
and the Amendment is effected, our board of directors does not intend to solicit
further stockholder approval prior to the issuance of any additional shares of
our common stock, except as may be required by applicable laws or rules.
The possible future issuance of shares of equity securities
consisting of our common stock or securities convertible into our common stock
could affect our current stockholders in a number of ways, including the
following:
-
diluting the voting power of the current holders of our common stock;
-
diluting the market price of our common stock, to the extent that the
shares of our common stock are issued and sold at prices below current trading
prices of our common stock, or if the issuance consists of equity securities
convertible into our common stock, to the extent that the securities provide
for the conversion into our common stock at prices that could be below current
trading prices of our common stock;
-
diluting the earnings per share and book value per share of the outstanding
shares of our common stock; and
-
making the payment of dividends on our common stock potentially more
expensive.
Except under the investment agreement with Tangiers Investment
Group, LLC, we have no plans, proposals or arrangements, written or otherwise,
at this time, to issue any of the additional available authorized shares of our
common stock that would result from the Amendment.
Effective Date of the Amendment
If the proposal for the Amendment is approved by our
stockholders, we have to file the certificate of amendment for the Amendment
with the Nevada Secretary of State in order for the Amendment to become
effective. If we obtain stockholder approval of the Amendment, we intend to file
the certificate of amendment for the Amendment as soon as practicable.
Our board of directors reserves the right, notwithstanding
stockholder approval of the Amendment and without further action by our
stockholders, not to proceed with the Amendment at any time before the effective
date of the Amendment of our articles of incorporation.
19
Proposal 4
Advisory Vote on Executive Compensation
Pursuant to the rules of the Securities and Exchange
Commission, we are required to provide our stockholders with a non-binding
advisory vote on the compensation of our named executive officers.
We urge you to read the Executive Compensation section of
this proxy statement. This advisory vote, commonly known as Say-on-Pay, gives
you as a stockholder the opportunity to endorse or not endorse the compensation
of our named executive officer.
Because your vote is advisory, it will not be binding on our
board of directors. However, our board of directors will take into account the
outcome of the vote when considering future executive compensation arrangements.
Our Board of Directors unanimously recommends that you
vote FOR the approval of compensation of our named executive officer, as
disclosed in the Executive Compensation section of this proxy statement.
Proposal 5
Advisory Vote on Frequency of Advisory
Vote on Executive Compensation
In addition to providing you with a non-binding advisory vote
on compensation of our named executive officer, we are also presenting the
following proposal, which gives you as a stockholder the opportunity to cast a
non-binding advisory vote on how frequently we should seek an advisory vote on
the compensation of our named executive officers. This non-binding advisory vote
is commonly referred to as a say on frequency vote. Under this proposal, our
stockholders may cast a non-binding advisory vote on whether they would prefer
to have a vote on the compensation of our named executive officers every year,
every two years or every three years.
Our board of directors believes that the non-binding advisory
vote on the compensation of our named executive officers should be conducted
every three years and we are asking our stockholders to vote for a frequency of
three years. The option that receives the most votes cast at the annual and
special meeting will be considered by our board of directors in determining the
preferred frequency with which we will hold a stockholder vote to approve the
compensation of our named executive officers, as disclosed pursuant to the
compensation disclosure rules of the Securities and Exchange Commission.
As an advisory vote, this proposal is not binding. However, our
board of directors will consider the option that receives the most votes in
determining the frequency of future votes on compensation of our named executive
officers.
Our Board of Directors unanimously recommends that you
vote FOR the option of a vote every three years on the compensation of our named
executive officers.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, or nominee for election as a
director of our company and no associate of any of the foregoing persons has any
substantial interest, direct or indirect, by security holding or otherwise, in
any matter to be acted upon at the Meeting other than the election of directors.
HOUSEHOLDING OF PROXY MATERIALS
The Securities and Exchange Commission permits companies and
intermediaries such as brokers to satisfy the delivery requirements for proxy
statements or annual reports with respect to two or more stockholders sharing
the same address by delivering a single copy of the proxy statement or annual
report, as applicable, addressed to those stockholders. This process, which is
commonly referred to as householding, potentially provides extra conveniences
for stockholders and cost savings for companies.
Although we do not intend to household for our stockholders of
record, some brokers household our proxy materials and annual reports, delivering a single copy of proxy statement
or annual report to multiple stockholders sharing an address unless contrary
instructions have been received from the affected stockholders. Once you have
received notice from your broker that it will be householding materials to your
address, householding will continue until you are notified otherwise or until
you revoke your consent. If, at any time, you no longer wish to participate in
householding and would prefer to receive a separate copy of proxy statement or
annual report, or if you are receiving multiple copies of either document and
wish to receive only one, please notify your broker. Stockholders who currently
receive multiple copies of the proxy statement or annual report at their address
from their brokers and would like to request householding of their
communications should contact their brokers.
20
STOCKHOLDER PROPOSALS
Stockholder proposals to be considered for inclusion in the
proxy statement and form of proxy relating to our next annual meeting of
stockholders must be received by no later than February 11, 2016. If we change
the date of our next annual meeting of stockholders by more than 30 days from
the date of this years annual meeting of stockholders, then the deadline is a
reasonable time before we begin to print and send our proxy materials. All such
proposals must comply with the requirements of Rule 14a-8 of Regulation 14A of
the Securities Exchange Act of 1934, which sets forth specific requirements and
limitations applicable to nominations and proposals at annual meetings of
stockholders.
All stockholder proposals, notices and requests should be made
in writing and sent via registered, certified or express mail to Liberty Star
Uranium & Metals Corp., 5610 E. Sutler Lane, Tucson, Arizona 85712,
Attention: President.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of
the Securities Exchange Act of 1934 and in accordance with that act, we file
periodic reports, documents and other information with the Securities and
Exchange Commission relating to our business, financial statements and other
matters. These reports and other information may be inspected and are available
for copying at the offices of the Securities and Exchange Commission, 100 F.
Street NE, Washington, DC 20549 or may be accessed at www.sec.gov.
OTHER MATTERS
Our board of directors does not intend to bring any other
business before the Meeting, and so far as is known to our board of directors,
no matters are to be brought before the Meeting except as specified in the
notice of the Meeting. If any other matters are properly brought before the
Meeting, it is the intention of the persons named on the proxy to vote the
shares represented by the proxy on such matters in accordance with their
judgment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ James
Briscoe |
|
James Briscoe |
|
President, Chief Executive Officer, |
|
Chief Financial Officer, Chairman of the Board |
|
and Director |
|
|
|
Tucson, Arizona |
|
June 10, 2015 |
|
Proxy
ANNUAL AND SPECIAL
MEETING (THEMEETING)
OF STOCKHOLDERS OF
LIBERTY STAR URANIUM
& METAL CORP. (THE
COMPANY) TO BEHELD
AT SAN MIGUEL CLUB
HOUSE, 5565 N.
BINGHAMPTON, TUCSON, AZ
85712
ON JULY 15, 2015 AT 1:30 P.M.
(TUCSON TIME)
The undersigned stockholder
(Registered Stockholder) of
the Company hereby
appoints James Briscoe, President, Chief
Executive Officer, Chief Financial Officer, Chairman of the Board and a director
of the Company as proxyholder for and on behalf of the Registered Stockholder
with the power of substitution to attend, act and vote for and on behalf of the
Registered Stockholder in respect of all matters that may properly come before
the Meeting or any adjournment thereof, to the same extent and with the same
powers as if the undersigned Registered Stockholder was present at the said
Meeting, or any adjournment thereof.
The Registered Stockholder hereby directs the proxyholder to
vote the securities of the Company registered in the name of the Registered
Stockholder as specified herein.
Theundersigned Registered
Stockholder hereby revokes
any proxy previously
given to attend and
vote at said Meeting.
SIGNHERE:_________________________________________________________________________________
PLEASE PRINT
NAME:________________________________________________________________________
(When signing as attorney, trustee, administrator, executor,
guardian, etc., please indicate your full title as such. If a corporation,
please sign in full corporate name by President or other authorized officer,
giving full title as such. If a partnership, please sign in full
partnership name by authorized person. )
DATE:_____________________________________________________________________________________
THIS PROXY
FORM IS
NOT VALID
UNLESS IT
IS SIGNED.
SEE IMPORTANT
INFORMATION AND
INSTRUCTIONS ON
THE OTHER
PAGES.
CompanyProposals (For full detail of the proposal,
please see the enclosed Notice of Meeting and Proxy Statement)
|
|
For |
Against |
Abstain |
1. |
To ratify the appointment of Malone Bailey LLP as
the independent registered public accounting firm of the Company |
|
|
|
2. |
To elect James Briscoe as a director |
|
|
|
3. |
To elect Gary Musilas a director |
|
|
|
4. |
To elect John Guilbert as a director |
|
|
|
5. |
To elect Keith Brill as a director |
|
|
|
6. |
To elect Peter O Heeronas a director |
|
|
|
7. |
To elect Brett Gross as a director |
|
|
|
8. |
To approve the amendment to the articles of
incorporation of the Company to increase the number of authorized shares
of common stock of the Company from 1,250,000,000 to 6,250,000,000. |
|
|
|
9. |
To approve, on a non-binding advisory basis, the
compensation of the Companys named executive officer |
|
|
|
The Board of
Directors recommends a
vote For all of
the above proposals.
|
|
One
Year |
Two Year |
Three
Year |
Abstain |
10. |
To vote, on a non-binding advisory basis, whether a
non-binding advisory vote on the compensation of the Companys named
executive officers should be held everyone, two or three years |
|
|
|
|
The Board of
Directors recommends a
vote Three Years on
Proposal 10.
RETURN
YOUR PROXY BY
MAIL, FACSIMILE OR
E-MAIL TO NEVADA
AGENCY AND TRANSFER
COMPANY |
50 West Liberty
Street, Suite 880,
Reno, NV 89501 |
Facsimile:(775)
322-5623
E-mail:tiffany@natco.org |
INSTRUCTIONS FOR COMPLETION
OF PROXY
1. |
This Proxy is solicited on behalf of the Board of Directors of the Company. |
|
|
2. |
This form of proxy (Instrument of Proxy)
must be
signed by you, the Registered
Stockholder, or by your attorney duly authorized by you in writing, or, in
the case of a corporation,by a duly authorized officer or representative
of the corporation. |
|
|
3. |
If this
Instrument of
Proxy is
not dated
in the space provided, authority is hereby given by you, the
Registered Stockholder, for the proxyholder to date this proxy seven (7)
calendar days after the date on which it was mailed to you, the Registered
Stockholder. |
|
|
4. |
The shares represented by this Instrument of Proxy, when
this Instrument of Proxy is properly executed, will be voted as directed
by the Registered Stockholder or, if no such directions are made, the
shares represented by this Instrument of Proxy will be voted for the
proposal listed on the reverse side, and as the proxy holder deems
advisable on any other matters as may be properly brought before the
Meeting or any adjournment thereof. |
|
|
5. |
All of the shares held by you will be voted pursuant to
this Instrument of Proxy. |
To be
represented at
theMeeting
and unless
waived by
the Company,
which it
reserves the
right to
do in
its sole
dIscr etion, this
Instrument of
Proxy must
be received
by Nevada
Agency
andTransfer
Company no
later than
forty eight
(48) hours
(excluding Saturdays,
Sundays
andholidays)
prior to
the time
of the
Meeting, or
adjournment thereof,
or may
be accepted
by the
Chairman of
theMeeting
prior to
the commencement
of the
Meeting.
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