PINX:LBSR Liberty Star Uranium & Metals Corp Quarterly Report 10-Q Filing - 4/30/2012

Effective Date 4/30/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended April 30, 2012

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

For the transition period from __________to __________

Commission file number 000-50071

LIBERTY STAR URANIUM & METALS CORP.
(Exact name of registrant as specified in its charter)
   
Nevada 90-0175540
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

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)

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 preceding12 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 [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [   ] Accelerated filer [   ]
Non-accelerated filer [   ] Smaller reporting company [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]

The number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 646,517,271 as of June 13, 2012.



  2    
       
  TABLE OF CONTENTS    
       
  PART I   Page
       
Item 1. Financial Statements   3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk   17
Item 4. Controls and Procedures   17
       
  PART II       
       
Item 1. Legal Proceedings   17
Item 1A. Risk Factors   17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   19
Item 3. Defaults Upon Senior Securities   19
Item 4. Mine Safety Disclosures   19
Item 5. Other Information   19
Item 6. Exhibits   19
  Signatures   21

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, 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 condensed consolidated financial statements are stated in United States Dollars (US$) and are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report, the terms "we", "us", "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.


3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

LIBERTY STAR URANIUM & METALS CORP.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS
             

 

  April 30, 2012        

 

  (Unaudited)     January 31, 2012  

Current:

           

   Cash and cash equivalents

$  130,980   $  155,869  

   Prepaid expenses and supplies

  6,580     14,151  

     Total current assets

  137,560     170,020  

 

           

Property and equipment, net

  105,103     129,510  

Certificates of deposit

  3,000     3,000  

 

           

Total assets

$  245,663   $  302,530  

 

           

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

           

Current:

           

   Current portion of long-term debt

$  4,631   $  4,631  

   Convertible promissory note

  3,730,174     3,730,174  

   Accounts payable and accrued liabilities

  62,435     12,470  

   Accrued wages to related party

  199,367     183,367  

   Accrued interest

  632,807     526,971  

Total current liabilities

  4,629,414     4,457,613  

 

           

Long-term debt, net of current portion

  16,276     17,393  

Warrant liability

  46,362     53,948  

 

           

Total liabilities

  4,692,052     4,528,954  

 

           

Stockholders’ equity (deficit)

           

    Common stock - $.00001 par value; 1,250,000,000 shares authorized;
644,631,457 and 635,899,389 shares issued and outstanding

  6,446     6,359  

Additional paid-in capital

  46,194,270     45,998,478  

Deficit accumulated during the exploration stage

  ( 50,647,105 )   ( 50,231,261 )

     Total stockholders’ equity (deficit)

  (4,446,389 )   ( 4,226,424 )

 

           

Total liabilities and stockholders’ equity (deficit)

$  245,663   $  302,530  

The Accompanying Notes are an Integral Part of the Condensed Consolidated Financial Statements
 


4

LIBERTY STAR URANIUM & METALS CORP.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 

              Cumulative from  

 

              date of inception  

 

  For the three     For the three     (August 20, 2001)

 

  months ended     months ended     to  

 

  April 30, 2012     April 30, 2011     April 30, 2012  

Revenues

$  -   $  -   $  -  

 

                 

Expenses:

                 

   Geological and geophysical costs

  91,122     68,261     14,350,702  

   Salaries and benefits

  89,847     69,404     4,006,203  

   Public relations

  7,133     4,598     783,615  

   Depreciation

  12,288     16,463     891,818  

   Legal

  14,042     3,947     908,619  

   Professional services

  20,511     40,552     1,289,099  

   General and administrative

  67,756     81,955     2,040,192  

   Travel

  2,327     27,482     244,834  

   Settlement expense

  -     -     13,241,020  

   Impairment loss

  -     -     16,092,870  

Net operating expenses

  305,026     312,662     53,848,972  

 

                 

Loss from operations

  (305,026 )   ( 312,662 )   (53,848,972 )

 

                 

Other income (expense):

                 

   Interest income

  65     415     198,689  

   Interest expense

  (106,350 )   ( 83,153 )   (6,030,626 )

   Debt conversion expense

  -     -     ( 103,437 )

   Loss on sale of assets

  (12,119 )   -     ( 54,572 )

Gain (loss) on change in fair value of warrant liability

  7,586     -     ( 3,666,448 )

   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)

  (110,818 )   ( 82,738 )   (7,998,133 )

 

                 

Loss before income taxes

  (415,844 )   ( 395,400 )   (61,847,105 )

 

                 

Income tax expense

  -     -     -  

 

                 

Net loss

$  (415,844 ) $  ( 395,400 ) $  (61,847,105 )

 

                 

Basic and diluted net loss per share of common stock

$  ( 0.00 ) $  ( 0.00 ) $  (0.48 )

 

                 

Basic and diluted weighted average number of shares of common stock outstanding

  642,160,712     602,411,882     128,791,530  

The Accompanying Notes are an Integral Part of the Condensed Consolidated Financial Statements



5
LIBERTY STAR URANIUM & METALS CORP.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) 
 (Unaudited)
    
                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)

  -   $  -   $  -   $ -   $ -  

   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

  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

  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

  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

  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

  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

  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

  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

  602,411,882     6,024     45,714,119     ( 47,769,802     (2,049,659 )

   Exercise of common stock purchase warrants

  22,687,507     227     (227 )   -     -  

   Issuance of common stock and warrants private placement, net

  10,800,000     108     180,636     -     180,744  

   Stock based compensation

  -     -     103,950     -     103,950  

   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 )

   Exercise of common stock purchase warrants

  2,521,757     25     (25 )   -     -  

   Issuance of common stock and warrants private placement, net

  6,210,311     62     182,818     -     182,880  

   Stock based compensation

  -     -     12,999     -     12,999  

   Net loss for the three months ended April 30, 2012

  -     -     -     (415,844 )   (415,844 )

Balance, April 30, 2012

  644,631,457   $  6,446   $  46,194,270   $ (50,647,105 ) $  (4,446,389 )

 

                             
The Accompanying Notes are an Integral Part of the Condensed Consolidated Financial Statements



6
                   
(Unaudited)
                   
LIBERTY STAR URANIUM & METALS CORP.
(AN EXPLORATION STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                Cumulative from  
                date of inception  
    For the three     For the three     (August 20, 2001)
    months ended     months ended     to  

 

  April 30, 2012     April 30, 2011     April 30, 2012  

Net change in cash and cash equivalents

                 

Cash flows from operating activities:

                 

   Net loss

$  (415,844 ) $  ( 395,400 ) $  (61,847,105 )

   Adjustments to reconcile net loss to net cash from operating

                 

       activities:

                 

       Depreciation

  12,288     16,463     891,818  

       Amortization of deferred financing charges

  -     -     542,716  

       Amortization of discount on convertible promissory notes

  -     -     3,632,995  

       Impairment loss

  -     -     16,092,870  

       (Gain) loss on sale of fixed assets

  12,119     -     54,572  

       (Gain) loss on change in fair value of warrant liability

  (7,586 )   -     3,666,448  

       Share based compensation

  12,999     -     4,414,932  

       Share and warrant based payments

  -     -     14,421,627  

       Non-cash other income from sale of mineral claims

  -     -     (1,000,000 )

       Non-cash geological costs paid from the issuance of convertible promissory note

  -     -     730,174  

       Changes in assets and liabilities:

                 

             Prepaid expenses and supplies

  7,571     1,564     35,867  

             Other current assets

  -     -     (7,875 )

             Certificates of deposit

  -     -     (11,435 )

             Other assets

  -     -     (25,000 )

             Accounts payable and accrued expenses

  49,965     31,066     56,420  

             Accrued wages related party

  16,000     9,000     199,367  

             Accrued interest

  105,836     82,632     1,041,008  

Net cash used in operating activities

  (206,652 )   ( 254,675 )   (17,110,601 )

 

                 

Cash flows from investing activities:

                 

   Proceeds from the sale of fixed assets

  -     -     407,327  

   Proceeds from redemption of certificate of deposit

  -     -     213,232  

   Purchase of certificate of deposit

  -     -     (204,797 )

   Purchase of equipment

  -     ( 26,439 )   (1,179,274 )

Net cash used in investing activities

  -     (26,439 )   (763,512 )

 

                 

Cash flows from financing activities:

                 

   Principal activity on long-term debt

  (1,117 )   ( 566 )   (501,433 )

   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

  182,880     -     12,860,755  

   Proceeds from the sale of convertible promissory notes

  -     -     5,772,371  

   Proceeds from long-term debt

  -     -     198,925  

Net cash provided by (used in) financing activities

  181,763     (566 )   18,005,093  

 

                 

Net increase (decrease) in cash and cash equivalents for period

  (24,889 )   (281,680 )   130,980  

 

                 

Cash and cash equivalents, beginning of period

  155,869     1,100,315     -  

 

                 

Cash and cash equivalents, end of period

$  130,980   $  818,635   $  130,980  

 

                 

Interest paid during the period

$  514   $  521   $  203,365  

The Accompanying Notes are an Integral Part of the Condensed Consolidated Financial Statements
 


7

LIBERTY STAR URANIUM & METALS CORP.
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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 condensed 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 condensed 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 condensed 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, debt financings, joint venture agreements 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 – Interim financial statement disclosure

The condensed consolidated financial statements included herein have been prepared by Liberty Star Uranium & Metals Corp. without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with our annual report on Form 10-K for the year ended January 31, 2012 as filed with the SEC under the Securities and Exchange Act of 1934 (the “Exchange Act”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures which are made are adequate to make the information presented not misleading. The condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at April 30, 2012 and the results of our operations and cash flows for the periods presented.

Interim results are subject to significant seasonal variations and the results of operations for the three months ended April 30, 2012 are not necessarily indicative of the results to be expected for the full year.

NOTE 3 - Summary of significant accounting policies

The summary of significant accounting policies presented below is designed to assist in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements and accompanying notes are the representations of our management, who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP") in all material respects, and have been consistently applied in preparing the accompanying condensed consolidated financial statements.

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.


8

LIBERTY STAR URANIUM & METALS CORP.
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) - continued

NOTE 3 - Summary of significant accounting policies - continued

Principles of consolidation

The condensed 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 April 30, 2012 and January 31, 2012, we had cash in bank deposit accounts that exceeded federally insured limits of $0.

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.

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 material and 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 when material. 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 market 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 April 30, 2012 and January 31, 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.

   

9

LIBERTY STAR URANIUM & METALS CORP.
(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - continued

NOTE 3 - Summary of significant accounting policies - continued

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. The calculation of basic loss per share gives retroactive effect to an eight for one forward stock split on January 6, 2004 which resulted in 20,000,000 common shares outstanding. The calculation of basic loss per share gives retroactive effect to a one for four reverse stock split on September 1, 2009 which resulted in 67,261,764 common shares outstanding. 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. At April 30, 2012 and 2011, there were 188,066,063 and 204,639,535 potentially dilutive instruments outstanding, respectively. Additionally, at April 30, 2012 and 2011 if settlement of the Convertible Promissory Notes were completed by the issuance of common shares there would be 203,972,918 and 106,285,270 additional shares, respectively. These instruments were not included in the determination of diluted loss per share as their effect was anti-dilutive.

Recently issued accounting standards

In May 2011, the FASB issued Accounting Standards Update 2011-04 (“ASU 2011-04”) to achieve common fair value measurement and disclosure requirements in US GAAP and IFRS. This guidance is effective for interim and annual periods beginning after December 15, 2011. This guidance did not have a material impact on our financial position and results of operations.

NOTE 4 – Property and equipment            
             
The balances of our major classes of depreciable assets are:            
             
    April 30, 2012     January 31, 2012  
Geology equipment $  255,636   $  290,736  
Vehicles and transportation equipment   50,180     50,180  
Office furniture and equipment   73,451     73,451  
    379,267     414,367  
Less: Accumulated depreciation   (274,164 )   (284,857 )
  $  105,103   $  129,510  

NOTE 5 – 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. The principal balance of the Convertible Notes at April 30, 2012 and January 31, 2012 was $3,730,174. Accrued interest on the Convertible Notes at April 30, 2012 and January 31, 2012 was $632,807 and $526,971, respectively.

As part of the transaction noted above, Northern Dynasty can 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 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. As of April 30, 2012, no such notice by Northern Dynasty has been received.

The Convertible Note is secured against substantially all of the Company’s assets. The Convertible Note is 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.


10

LIBERTY STAR URANIUM & METALS CORP.
 (AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) – continued

NOTE 5 – Convertible promissory notes – continued

Provided a minimum of $1,000,000 has been expended by Northern Dynasty on earn in expenses, the Convertible Note 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 April 30, 2012, Northern Dynasty has expended approximately $775,000 of the $1,000,000 earn in expenses. In accordance with authoritative guidance, the contingent beneficial conversion feature on the Convertible Note will not be recorded unless the $1,000,000 earn-in expenditures are expended and the note becomes convertible. 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.

If settlement of the Convertible Note occurred on April 30, 2012, we would have been obligated to pay $3,730,174 in principal and $632,807 of accrued interest. If the settlement were completed by the issuance of common shares, the conversion price at April 30, 2012 would have been $0.02139 per share for a total of 203,972,918 shares required to convert the Convertible Note.

We have classified the entire amount as a current liability as we were not able to come to terms with an agreement regarding the joint venture agreement and as a result the Convertible Note can be called by Northern Dynasty on 45 days notice.

NOTE 6 – 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 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. 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 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. We issued these shares pursuant to an exemption from registration set out in Section 4(2) of the Securities Act of 1933.

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. 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.

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. 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.

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. We issued these shares pursuant to an exemption from registration set out in Section 4(2) of the Securities Act of 1933.

On January 17, 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. On May 1, 2012, we entered into an amendment to the Investment Agreement (the “Amendment”). Pursuant to the Amendment, the Investment Agreement will only expire upon any of the following events: (i) when the Investor has purchased an aggregate of Ten Million dollars ($10,000,000) in the Common Stock of the Company pursuant to the Investment Agreement; or (ii) on the date which is thirty-six (36) months after the effective date of the Investment Agreement; or (iii) at such time that the Registration Statement registering the shares of common stock contemplated by the Investment Agreement is no longer in effect.


11

LIBERTY STAR URANIUM & METALS CORP.
 (AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) – continued

NOTE 6 – Common stock – continued

In addition, the Company may terminate the Investment Agreement upon thirty (30) days written notice. 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 Fairhills Capital financing agreement, we also entered into a registration rights agreement dated January 19, 2012, whereby 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 the 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 and has not been declared effective yet. During the three months ended April 30, 2012 we did not issue any shares related to this financing agreement.

During the three months ended April 30, 2012 there were 2,500,000 vested incentive stock options that expired and no stock options granted. The expired options had a weighted average exercise price of $0.038 per option. At April 30, 2012 there were 903,500 non-qualified stock options outstanding with a weighted average exercise price of $1.429 per option; of those options 841,000 are exercisable. At April 30, 2012 there were 90,760,375 incentive stock options outstanding with a weighted average exercise price of $0.047 per option; of those options 85,572,875 are exercisable.

As of April 30, 2012, there were 96,402,188 whole share purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of 2.17 years and a weighted average exercise price of $0.05 per whole warrant for one common share. Whole share purchase warrants outstanding at April 30, 2012 are as follows:

    Number of whole share     Weighted average exercise  
    purchase warrants     price per share  
Outstanding, January 31, 2012   92,922,691   $  0.053  
Issued   6,210,311     0.041  
Exercised   (2,730,814 )   0.003  
             
Outstanding, April 30, 2012   96,402,188   $  0.048  
Exercisable, April 30, 2012   96,402,188   $  0.048  

NOTE 7 – Related party transactions

We entered into the following transactions with related parties during the period ended April 30, 2012:

Paid or accrued $1,566 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 April 30, 2012 we had a balance of accrued unpaid wages of $199,367 to Jim Briscoe, our Chairman of the Board, CEO and CFO.

We recognized compensation expense of $12,375 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. We estimate rental fees payable in September 2012 to maintain the claims in good standing are $8,260. 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 period ended April 30, 2011:

Paid or accrued $1,566 in rent. We rented an office from Jim Briscoe, our President and CEO, on a month-to-month basis for $522 per month.

At April 30, 2011 we had a balance of accrued unpaid wages of $102,700 to Jim Briscoe, our Chairman of the Board, CEO and CFO.


12

LIBERTY STAR URANIUM & METALS CORP.
 (AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) – continued

NOTE 8 – Commitments

We are required to perform annual assessment work in order to maintain our Big Chunk Super Project (“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 $238,000. Sufficient funds have been expended to maintain the claims until August 31, 2012.

The annual state rentals for the Big Chunk Alaska State mining claims vary from $70 to $680 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 estimated state rentals due by November 30, 2012 for the period from September 1, 2012 through September 1, 2013 are $166,000. 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 Super Project (“North Pipes”), East Silver Bell project and 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 estimated rentals due by September 1, 2012 for the period from September 1, 2012 through September 1, 2013 are $77,000.

We are required to pay annual rentals for our Arizona State Land Department Mineral Exploration Permits (“AZ MEP”) at our Tombstone 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 and rental payments are due by the first day of the rental period. We hold AZ MEP permits for 4,126.9 acres at our Tombstone project. Required minimum work expenditures for the period ended September 29, 2012 are $41,269. The estimated annual rentals due by September 30, 2012 to maintain the AZ MEP permits are $4,127.

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 calls for monthly payments of rent plus sales tax of $2,280. We recognized rent expense of $6,839 during the three months ended April 30, 2012 pursuant to this lease. Future minimum lease payments pursuant to this lease total $18,238 payable during the twelve months ending April 30, 2013.

In June 2011 we entered into a two year non-cancellable operating lease for warehouse space in Tucson, Arizona. The lease calls for monthly payments of rent plus sales tax of $3,550. We have the option to extend the lease for one additional two year term at current market rates. We recognized rent expense of $10,650 during the three months ended April 30, 2012 pursuant to this lease. Future minimum lease payments pursuant to this lease total $42,600 payable during the twelve months ended April 30, 2013 and $3,550 payable during the twelve months ended April 30, 2014.

NOTE 9 – Supplemental disclosures with respect to cash flows

During the three months ended April 30, 2012 we issued 2,521,757 shares of common stock and cancelled 209,057 common stock purchase warrants for $0 proceeds received from the cash-less exercise of August 2009 and May 2007 common stock purchase warrants.

During the three months ended April 30, 2012 we recognized $12,999 of compensation expense related to incentive and non-qualified stock options previously granted to officers, employees and consultants.

There were no significant non-cash investing and financing transactions for the three month period ended April 30, 2011.

NOTE 10 – 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, which represent Level 3 input. 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.


13

LIBERTY STAR URANIUM & METALS CORP.
 (AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) – continued

NOTE 10 – Fair value of financial instruments – continued

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 April 30, 2012 and January 31, 2012 we had 537,523 and 622,138, respectively, 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 April 30, 2012 and January 31, 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. We used the following assumptions to estimate the fair value of the warrant liability at April 30, 2012 and January 31, 2012:

 

  Expected dividend   Risk-free interest

Description

Expected volatility yield Expected term rate

Warrant liability at April 30, 2012

124.6% 0% 4.34 years 0.60%

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   April 30, 2012     (Level 1)   (Level 2)   (Level 3)
Warrant liability $  46,362     -       $ 46,362  

 

    Fair value measurements using significant  
    unobservable inputs (Level 3):
Description   Warrant liability  
Balance, January 31, 2012 $  53,948  
         Total (gains) or losses   (7,586 )
         Purchases, issuances and settlements   -  
         Transfers in or out of Level 3   -  
Balance, April 30, 2012 $  46,362  

NOTE 11 – Subsequent events

In May 2012, we sold 1,852,000 units at a price of $0.027 per unit to one investor for gross proceeds of $50,004. 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 investor to purchase one additional common share of our company at a price of $0.0274 until May 25, 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 May 2012, four investors exercised 644,687 of the May 2007 common stock purchase warrants using the cashless exercise provision. We issued 33,814 shares of common stock and cancelled 610,573 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.

NOTE 12 – Reclassifications

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.

NOTE 13– 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, the Company's independent registered public accounting firm has expressed an uncertainty about the Company's ability to continue as a going concern in their opinion attached to our audited financial statements for the fiscal year ended January 31, 2012.

Management is working to secure additional funds through the exercise of stock warrants already outstanding, equity financings, debt financings or joint venture agreements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.


14

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our Business

The following Management’s Discussion and Analysis is intended to help the reader understand the results of operations and financial condition of Liberty Star Uranium & Metals Corp. (the “Company”, “we”, “us”, or “Liberty Star”). Management’s Discussion and Analysis is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes to the condensed consolidated financial statements.

Liberty Star is in the acquisition and exploration of mineral properties business. Big Chunk Corp. (“Big Chunk”) is our wholly owned subsidiary and is engaged in the acquisition and exploration of mineral properties business in the State of Alaska. We are an exploration stage company, as we have not generated revenues from operations. 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:

North Pipes Super Project (“NPSP”): Located in Northern Arizona on the Arizona Strip, we plan to ascertain whether the North Pipes Super Project 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 to date. Bonanza Hills is hampered by its remote location. We have paid cash in lieu of physical exploration as permitted by Alaska state mining regulations. We did not pay rental fees in a timely fashion as required by regulation because we chose to expend those monies on other more promising Liberty projects. We may choose to pay those rental fees in arrears, as permitted by Alaska state mining regulations, and reinstate those claims if a third party has not overstaked those claims in the interim. If other projects continue to be more promising, we may completely relinquish any rights we may have at the end of the Assessment Year, 12:01 pm Alaska time September 1, 2012.

Tombstone Super Project (“Tombstone”)(formerly referred to as Tombstone Porphyry Precious Metals Project): Tombstone is located in Cochise County, Arizona. We plan to ascertain whether the Tombstone claims possess commercially viable deposits of copper, molybdenum, gold, silver, lead, zinc, manganese and other metals. 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.

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 a reserve (a reserve is a commercially viable mineral deposit). Please refer to the section entitled "Risk Factors" in this Form 10-Q and in our Form 10-K for the year ended January 31, 2012 for additional information about the risks of mineral exploration.

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.


15

Agreement 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. The principal balance of the Convertible Notes at April 30, 2012 was $3,730,174 with accrued interest on the Convertible Notes at April 30, 2012 at $632,807.

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.

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 April 30, 2012, Northern Dynasty has expended approximately $775,000 of the $1,000,000 earn in expenses. The Convertible Note may be prepaid by our company without penalty at any time on 10 days prior notice during which time Northern Dynasty's conversion rights are unaffected.

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. On May 1, 2012, we entered into an amendment to the Investment Agreement (the “Amendment”). Pursuant to the Amendment, the Investment Agreement will only expire upon any of the following events: (i) when the Investor has purchased an aggregate of Ten Million dollars ($10,000,000) in the Common Stock of the Company pursuant to the Investment Agreement; or (ii) on the date which is thirty-six (36) months after the effective date of the Investment Agreement; or (iii) at such time that the Registration Statement registering the shares of common stock contemplated by the Investment Agreement is no longer in effect. In addition, the Company may terminate the Investment Agreement upon thirty (30) days written notice. 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. A registration statement was filed on March 13, 2012. On June 1, 2012 our company requested withdrawal of the registration statement after receipt of a specific comment from the Securities and Exchange Commission advising that withdrawal of the registration statement was appropriate. On June 4, 2012 our company filed a new registration statement. The registration statement has not been declared effective yet.


16

Results of Operations

Material Changes in Financial Condition for the Three Month Period Ended April 30, 2012

We had cash and cash equivalents in the amount of $130,980 as of April 30, 2012 compared to $155,869 as of January 31, 2012. We had negative working capital of $(4,491,854) as of April 30, 2012 compared to $(4,287,593) as of January 31, 2012. We received $181,763 cash inflows from financing activities during the three months ended April 30, 2012 which was utilized for working capital. We also utilized our cash funds to continue exploration activities at our Tombstone claims by working on geochemical soil, rock chip and vegetation sampling. We did not purchase any new equipment during the three months ended April 30, 2012. We have been raising capital from selling equity by way of private placements. We intend to continue to raise capital from such sources. In addition, we have entered into the Investment Agreement with Fairhills whereby we are permitted, but not required, to issue and sell up to the number of shares of common stock having an aggregate purchase price of $10,000,000 to Fairhills. In addition to seeking sources of funding through the sale of equity, we may seek to enter into joint venture agreements with other companies to finance our projects for the long term. In addition, we may choose to sell a portion of our assets to finance our projects. Should our properties prove to be commercially viable, we may be in a position to seek debt financing to help build infrastructure, and finally, we eventually hope to obtain revenues from commercial mining of our properties.

Material Changes in Results of Operations for the Three Month Period Ended April 30, 2012 and April 30, 2011

We had a net loss of $(415,844) for the three months ended April 30, 2012 compared to a net loss of $(395,400) for the three months ended April 30, 2011. During the three months ended April 30, 2012 we incurred an increase of approximately $23,000 in geological and geophysical costs compared to the three months ended April 30, 2011 due to geochemical sampling and continued mapping being performed on our Tombstone project. We incurred a decrease in travel expense of approximately $25,000 during the three months ended April 30, 2012 as compared to the three months ended April 30, 2011 due to a decrease in international travel performed this year compared to last year. We incurred an increase in interest expense of approximately $23,000 during the three months ended April 30, 2012 as compared to the three months ended April 30, 2011 due to the increase in the convertible promissory notes principal amount outstanding this year compared to last year.

Critical Accounting Policies

The condensed consolidated financial statements of Liberty Star 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 our Form 10-K for the year ended January 31, 2012. 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 April 30, 2012. Our total stockholders’ equity (deficit) at April 30, 2012 was $(4,446,389).

These condensed 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 condensed 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.


17

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures at April 30, 2012, which is the end of the fiscal quarter covered by this report. This evaluation was carried out by Mr. James Briscoe, our principal executive officer and principal financial officer. Based on this evaluation, Mr. Briscoe has concluded that the design and operation of our disclosure controls and procedures are effective as at the end of the period covered by this report. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the quarter ended April 30, 2012 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended January 31, 2012, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

If we do not obtain additional financing, our business will fail and our investors could lose their investment.

We had cash in the amount of $130,980 and negative working capital of $(4,491,854) as of April 30, 2012. We currently do not generate revenues from our operations. Our business plan calls for substantial investment and cost in connection with the acquisition and exploration of our mineral properties currently under lease and option. Any direct acquisition of any of the claims under lease or option is subject to our ability to obtain the financing necessary for us to fund and carry out exploration programs on the subject properties. The requirements are substantial. We do not currently have any arrangements for financing in addition to the Convertible Note, investment agreement with Fairhills and private placements of our securities. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable. Obtaining additional financing would be subject to a number of factors, including market prices for minerals, investor acceptance of our properties, contractual restrictions on our ability to enter into further financing arrangements, and investor sentiment. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us and our business could fail.

Because there is no assurance that we will generate revenues, we face a high risk of business failure.

We have not earned any revenues as of the date of this filing and have never been profitable. We do not have an interest in any revenue generating properties. We were incorporated on August 20, 2001 and took over our current business on February 5, 2004. To date we have been involved primarily in organizational and exploration activities. We will incur substantial operating and exploration expenditures without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss from inception to April 30, 2012 is $(61,847,105). We recognize that if we are unable to generate significant revenues from our activities, we will not be able to earn profits or continue operations. Based upon current plans, we also expect to incur significant operating losses in the future. We cannot guarantee that we will be successful in raising capital to fund these operating losses or generate revenues in the future. We can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail and our investors could lose their investment.


18

Our independent registered public accounting firm’s report states that there is a substantial doubt that we will be able to continue as a going concern.

Our independent registered public accounting firm, Semple, Marchal & Cooper, LLP, states in their audit report attached to our audited financial statements for the fiscal year ended January 31, 2012 that since we are an exploration stage company, have no established source of revenue and are dependent on our ability to raise capital from shareholders or other sources to sustain operations, there is a substantial doubt that we will be able to continue as a going concern.

The existence of our mining claims depends on our ability to fund exploratory activity or to pay fees.

Our mining claims, which are the central part of our business, require that we either pay fees, or incur certain minimum development costs annually, or the claims will be forfeited. Due to our current financial situation we may not be able to meet these obligations and we could therefore lose our claims. This would impair our ability to raise capital and would negatively impact the value of the Company.

Fairhills will pay less than the then-prevailing market price for our common stock.

The common stock to be issued to Fairhills pursuant to the Investment Agreement will be purchased at a 27.5% discount from the volume weighted average trading price of our stock for the five (5) trading days before Fairhills receives our notice of sale. Fairhills has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Fairhills sells the shares, the price of our common stock could decrease. If our stock price decreases, Fairhills may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock price.

Our stockholders’ ownership interest may be diluted and the value of our common stock may decline by exercising the put right pursuant to the investment agreement with Fairhills

Effective January 19, 2012, we entered into a $10,000,000 Investment Agreement with Fairhills. Pursuant to the Investment Agreement, when we deem it necessary, we may raise capital through the private sale of our common stock to Fairhills at a price equal to a 27.5% discount from the weighted average trading price of our stock for the five (5) trading days before Fairhills receives our notice of sale. Because the put price is lower than the prevailing market price of our common stock, to the extent that the put right is exercised, our stockholders’ ownership interest may be diluted.

We intend to register an aggregate of 185,000,000 shares of common stock to be issued under the investment agreement with Fairhills. The sale of such shares could depress the market price of our common stock.

We intend to register an aggregate of 185,000,000 Shares of common stock under a registration statement for issuance pursuant to the Investment Agreement. Notwithstanding Fairhills' ownership limitation, the 185,000,000 Shares would represent approximately 22.3% of our shares of common stock outstanding immediately after our exercise of the put right under the Investment Agreement. The sale of these Shares into the public market by Fairhills could depress the market price of our common stock.

At an assumed purchase price under the Investment Agreement of $0.01305 (equal to 72.5% of the closing price of our common stock of $0.018 on May 30, 2012), we will be able to receive up to $2,414,250 in gross proceeds, assuming the sale of the entire 185,000,000 Shares being registered hereunder pursuant to the Investment Agreement. At an assumed purchase price of $0.01305 under the Investment Agreement, we would be required to register 581,283,525 additional shares to obtain the balance of $7,585,750 under the Investment Agreement. Due to the floating offering price, we are not able to determine the exact number of shares that we will issue under the Investment Agreement.

We may not have access to the full amount available under the investment agreement with Fairhills.

We have not drawn down funds and have not issued shares of our common stock under the Investment Agreement with Fairhills. Our ability to draw down funds and sell shares under the Investment Agreement requires that a registration statement which we have filed be declared effective by the SEC, and that this registration statement continue to be effective. In addition, the registration statement registers 185,000,000 Shares issuable under the Investment Agreement, and our ability to access the Investment Agreement to sell any remaining shares issuable under the Investment Agreement is subject to our ability to prepare and file one or more additional registration statements registering the resale of these shares. These subsequent registration statements may be subject to review and comment by the staff of the SEC, and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness of these subsequent registration statements cannot be assured. The effectiveness of these subsequent registration statements is a condition precedent to our ability to sell the shares of common stock subject to these subsequent registration statements to Fairhills under the Investment Agreement. Even if we are successful in causing one or more registration statements registering the resale of some or all of the shares issuable under the Investment Agreement to be declared effective by the SEC in a timely manner, we will not be able to sell shares under the Investment Agreement unless certain other conditions are met. Accordingly, because our ability to draw down amounts under the Investment Agreement is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the $10,000,000 available to us under the Investment Agreement.


19

Certain restrictions on the extent of puts and the delivery of advance notices may have little, if any, effect on the adverse impact of our issuance of shares in connection with the investment agreement, and as such, Fairhills may sell a large number of shares, resulting in substantial dilution to the value of shares held by existing shareholders.

Fairhills has agreed, subject to certain exceptions listed in the Investment Agreement, to refrain from holding an amount of shares which would result in Fairhills or its affiliates owning more than 4.99% of the then-outstanding shares of our common stock at any one time. These restrictions, however, do not prevent Fairhills from selling shares of common stock received in connection with a put, and then receiving additional shares of common stock in connection with a subsequent put. In this way, Fairhills could sell more than 4.99% of the outstanding common stock in a relatively short time frame while never holding more than 4.99% at one time.

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

In May 2012, four investors exercised 644,687 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 33,814 shares of common stock and cancelled 610,573 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.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and under 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.

Item 5. Other Information.

None.

Item 6. Exhibits


Exhibit  
Number   Description of Exhibit
3.1  

Articles of Incorporation(1)

3.2  

Bylaws(2)

3.3  

Certificate of Change to Authorized Capital(3)

3.4  

Articles of Merger(3)

10.10  

Form of Securities Purchase Agreement for May 11, 2007 Senior May 2007 Convertible Notes (4)

10.11  

Form of Convertible Promissory Note for May 11, 2007 Senior May 2007 Convertible Notes (4)

10.12  

Form of Common Stock Purchase Warrant for May 11, 2007 Senior May 2007 Convertible Notes (4)

10.13  

List of Subscribers for May 11, 2007 Senior May 2007 Convertible Notes (4)

10.14  

Form of Subscription Agreement for August 28, 2008 Secured Convertible Promissory Notes (5)

10.15  

Form of Secured Convertible Promissory Notes dated August 28, 2008 (5)

10.16  

Form of Security Agreement for August 28, 2008 Secured Convertible Promissory Notes (5)

10.17  

Form of Subscription Agreement for May 21, 2009 Secured Convertible Promissory Notes (6)

10.18  

Form of Secured Convertible Promissory Notes dated May 21, 2009 (6)



20

Exhibit    
Number   Description of Exhibit
10.19 Form of Guarantee dated May 21, 2009 of Big Chunk Corp for May 21, 2009 Secured Convertible Promissory Notes (6)
10.20   Form of Lock Up Agreement for May 21, 2009 Secured Convertible Promissory Notes (6)
10.21   Form of Escrow Agreement for May 21, 2009 Secured Convertible Promissory Notes (6)
10.22   Form of Subscription Agreement for August 14, 2009 Secured Convertible Promissory Notes(7)
10.23   Form of Secured Convertible Promissory Notes dated August 14, 2009(7)
10.24   Form of Escrow Agreement for August 14, 2009 Secured Convertible Promissory Notes (7)
10.25   Form of Lock Up Agreement for August 14, 2009 Secured Convertible Promissory Notes(7)
10.26   Form of Warrant dated August 14, 2009(7)
10.27 Form of Guarantee dated August 14, 2009 of Big Chunk Corp for August 14, 2009 Secured Convertible Promissory Notes (7)
10.28   Form of Extension and Modification Agreement of Secured Convertible Promissory Notes (8)
10.29   Code of Ethics(3)
10.30   Form of Letter Agreement with Northern Dynasty Minerals, Ltd dated June 29, 2010 (9)
10.31 Form of Subscription Agreement for private placement of securities issued October 20, 2010 and November 12, 2010.(10)
10.32   Form of Subscription Agreement for private placement of securities issued January 12, 2011 (11)
10.33   Form of Letter Agreement with Sagebrush Gold Ltd dated August 31, 2011(12)
10.34   Letter Agreement dated November 14, 2011 with Northern Dynasty (13)
10.35   Secured Convertible Note dated September 1, 2011.(13)
10.36   Form of Subscription Agreement (14)
10.37   Form of Stock Option Agreement. (15)
10.38   Investment Agreement dated January 19, 2012 with Fairhills Capital Offshore Ltd. (16)
10.39   Registration Rights Agreement dated January 19, 2012 with Fairhills Capital Offshore Ltd. (16)
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

(1) Filed as an exhibit to our Registration Statement on Form SB-2, filed with the SEC on May 14, 2002.

(2) Files as an exhibit to our Quarterly Report on Form 10-QSB, filed with the SEC on December 14, 2007.

(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 May 15, 2007.

(5) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on September 3, 2008.

(6) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on May 26, 2009.

(7) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on August 14, 2009.

(8) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on March 3, 2010.

(9) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on June 29, 2010.

(10) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on November 15, 2010.

(11) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on January 12, 2011.

(12) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on September 7, 2011.

(13) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on November 25, 2011.

(14) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on December 29, 2011.

(15) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on January 24, 2012.

(16) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on February 1, 2012.

* Filed herewith.


21

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LIBERTY STAR URANIUM & METALS CORP.

By: /s/ James Briscoe                                            
James Briscoe, Chairman,
Chief Executive Officer,
Chief Financial Officer, and
Director
(Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer)


Date: June 19, 2012


PINX:LBSR Liberty Star Uranium & Metals Corp Quarterly Report 10-Q Filling

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