☐ Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY
NOTICE
OF ACTION BY WRITTEN CONSENT OF MAJORITY OF STOCKHOLDERS
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER’S MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN
This
Information Statement is being furnished to the stockholders of Liberty Star Uranium & Metals Corp., a Nevada corporation (hereinafter
referred to as “we,” “us,” “our,” or the “Company”), on or around September 9, 2022 (the
“Mailing Date”), pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and Regulation 14C and Schedule 14C thereunder, in connection with the approval by written consent of the holders of a majority of the
issued and outstanding voting power of the Company’s common stock stockholders (the “Written Consent”), amending the
Company’s Articles of Incorporation by increasing the number of authorized Common Stock, par value $0.00001 per share (the “Common
Stock”) by 50,00,000 shares (the “Amendment”). The Amendment will be effective no sooner than twenty (20) days after
the Mailing Date (the “Effective Date”).
The
Written Consent we received constitutes the only stockholder approval required for the Amendment under Article 1, Section 7 of the Company’s
Bylaws (the “Bylaws”) and Nevada Revised Statute (“NRS”) 78.320(2), and, as a result, no further action by any
other stockholder is required to approve the Amendment and we have not and will not be soliciting your approval of the Amendment. This
Information Statement and the documents incorporated herein by reference shall constitute notice to you of the action by Written Consent
in accordance with Nevada law and the Exchange Act.
Statements
Regarding Forward Looking Information
This
Information Statement and the documents incorporated into this document by reference contain forward-looking statements within the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition and results
of operations and business. Words such as “anticipates,” “expects,” “intends,” “plans,”
“believes,” “seeks,” “estimates” and similar expressions identify forward-looking statements. These
forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual
results to differ materially from the results contemplated by the forward-looking statements.
General
Information
This
Information Statement has been prepared by our management, and the entire cost of furnishing this Information Statement will be borne
by us. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement
to the beneficial owners of our voting securities held of record by them and we will reimburse such persons for out-of-pocket expenses
incurred in forwarding such material.
The
Company is registered under Section 12(g) of the Exchange Act and is subject to the reporting obligations under Section 13 of the Exchange
Act. The Company’s common stock trades publicly on the OTC Market under the symbol “LBSR.”
Summary
of the Amendment
The
Company currently has a total of 24,800,000 authorized shares of Common Stock and 200,000 shares of Class A Common Stock. The Amendment
will result in an increase in the total number of authorized shares of Common Stock from 24,800,000 to 74,800,000. The number of Class
A Common Stock shares shall remain at 200,000.
The
purpose of the Amendment is to increase the number of authorized shares of the Company’s common stock for future capital raises
needed to expand business operations. The changes in authorized shares is reflected in the form of the Certificate of Amendment, which
is attached hereto as Exhibit 1, and incorporated herein by reference as the “Certificate of Amendment.”
THE
AMENDMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE FAIRNESS OR MERIT OF THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PLEASE
NOTE THAT THIS IS NEITHER A REQUEST FOR YOUR VOTE NOR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF
THE AMENDMENT AND ITS EFFECTS AND TO PROVIDE YOU WITH INFORMATION ABOUT THE AMENDMENT AND THE BACKGROUND OF THESE TRANSACTIONS.
Questions
and Answers About the Amendment
Q.
Why did I receive this Information Statement?
A.
Applicable laws require us to provide you information regarding the Amendment even though your vote is neither required nor requested
for the Amendment to become effective.
Q.
What will I receive when the Amendment is effective?
A.
The Amendment has already been approved, and you will not receive anything notifying you that the Amendment has become effective.
Q.
Why am I not being asked to vote?
A.
The holders of a majority of the voting power amongst the issued and outstanding shares of Common Stock have already approved the Amendment
pursuant to a written consent in lieu of a meeting. Such approval, together with the approval of the Company’s Board of Directors,
is sufficient under Nevada law, and no further approval by our stockholders is required.
Q.
What do I need to do now?
A.
Nothing. This information statement is purely for your information and does not require or request you to do anything.
Q.
Whom can I contact with questions?
A.
If you have any questions about any of the actions to be taken by the Company, please contact the Company.
Actions
by the Board of Directors and Consenting Shareholders
On
August 29, 2022, the Company’s Board of Directors (the “Board”) unanimously approved, and recommended for shareholder
approval, the Amendment in order to increase the number of authorized shares of the Company’s common stock. The record date established
by the Board for purposes of determining the number of outstanding shares of voting stock entitled to vote on the Amendment was August
29, 2022 (the “Record Date”).
Pursuant
to NRS 78.390, amendments to the Company’s Articles of Incorporation must be approved by a majority of the Company’s stockholders.
In
order to obtain stockholder approval for the Amendment, we could have convened a special meeting of the stockholders for the specific
purpose of voting on such matter. However, NRS 78.320(2) provides than any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding
at least a majority of the voting power. In order to eliminate the costs and management time involved in holding a meeting and obtaining
proxies and in order to effect the Amendment as early as possible in order to accomplish the purposes of the Amendment, the Board elected
to utilize the written consent option of the holders of a majority of the outstanding shares of our common stock, as provided by Nevada
law.
The
Company has two classes of stock authorized, Class A Stock and Common Stock. As of the Record Date, the Company had 15,766,053 shares
of its Common Stock issued and outstanding and 102,000 shares of Class A common stock issued and outstanding. Each share of Common Stock
is entitled to 1 vote and each share of Class A Stock is entitled to 200 votes. On the Record Date, the holders of all the issued and
outstanding shares of our Class A Stock stockholders, representing approximately 56.41% of the stockholder voting power, approved the
Amendment. No further vote of our stockholders is required for the Company to effect the Amendment.
Pursuant
to the rules and regulations promulgated by the SEC under the Exchange Act, an Information Statement must be sent to the holders of voting
stock who did not sign the Written Consent at least 20 days prior to the effective date of any corporate action taken or authorized pursuant
to the consent of the Company’s stockholders.
Dissenter’s
Rights
Stockholders
who do not consent to the proposals are not entitled to the dissenter’s or appraisal rights provided by the NRS.
Principal
Share Ownership
As
of the Record Date, the Company had a total of 15,766,053 shares of common stock and 102,000 shares of Class A common stock issued and
outstanding. The following table sets forth, as of the Record Date, the stock ownership of each executive officer and director of the
Company, of all executive officers and directors as a group. Unless otherwise noted, each person listed below is the sole beneficial
owner of the shares and has sole investment and voting power of such shares, to the best of the Company’s knowledge.
Title
of Class | |
Name | |
Number
of Shares Beneficially Owned | | |
Percent
of Class | |
Common | |
Brett Gross (1) | |
| 2,342,413 | | |
| 14.13 | % |
Common | |
Peter O’Heeron (1) | |
| 1,572,693 | | |
| 9.65 | % |
Common | |
Patricia Madaris (1) | |
| 4,500 | | |
| *
| % |
Common | |
Gene Streety (1) | |
| 33,230 | | |
| *
| % |
Common | |
Bradley Munroe (1) | |
| 122,033 | | |
| 0.77 | % |
Common | |
Boyd Gordon (1) | |
| 159,646 | | |
| 1.01 | % |
Common | |
Bernard Guarnera (1) | |
| 30,000 | | |
| * | % |
Class A Stock | |
Brett Gross (1) | |
| 51,000 | | |
| 50 | % |
Class A Stock | |
Peter O’Heeron (1) | |
| 51,000 | | |
| 50 | % |
Directors
and Executive Officers
The
Company currently has six directors and three officers. The following table shows the current directors and officers of the Company:
Name |
|
Age |
|
Position |
|
Date
first elected or appointed |
Brett
Gross |
|
62 |
|
Director,
President, Chief Executive Officer |
|
October
20, 2014 |
Peter
O’Heeron |
|
59 |
|
Chairman
of the Board, Secretary & Treasurer |
|
September
6, 2012 |
Boyd
Gordon |
|
72 |
|
Director |
|
July
19, 2019 |
Bernard
Guarnera |
|
78 |
|
Director |
|
October
14, 2019 |
W.
Bradley Munroe |
|
80 |
|
Director |
|
August
27, 2018 |
V.E.
“Gene” Streety |
|
92 |
|
Director |
|
August
27, 2018 |
Patricia
Madaris |
|
71 |
|
Chief
Financial Officer, Vice-President |
|
May
8, 2015 |
Biographical
Information
Brett
Gross. Mr. Gross joined the board in 2014. Mr. Gross has served as Arbitrator with the American Arbitration Association, Chief Legal
Counsel with MasTec Power Corp., Vice President and Regional Managing Attorney for URS Energy & Construction, Inc., an AECOM company,
fka Washington Group International, Inc. since August 2005. Mr. Gross is a mining engineer (BS, Ohio State University, 1982; MS, Virginia
Polytechnic Institute, 1988; PE, Colorado and Alabama) and attorney (JD, University of Denver, 2001) with over 30 years of experience,
both domestic and international. His work experience includes surface and underground mining operations, engineering, and delivery of
construction mega-projects across multiple industrial and commercial markets, and the practice of law related to each of these sectors.
Mr. Gross brings a combination of professional skills that benefits every aspect of our business. Mr. Gross’ engineering career
began at Virginia Tech, with research focused on rock mechanics and the stability of underground openings, particularly the phenomenon
of “coal bumps” and “rock bursts,” and studying methods to monitor stress changes in the longwall barrier pillar
during the onset of the active longwall face. The ensuing years of his career have been intimately involved with a broad spectrum of
engineering, operations, management and project delivery. Since 2002, Mr. Gross has practiced law both in private practice and as in-house
counsel, negotiating and closing complex deals with what today is among the largest engineering and construction firms in the United
States. Mr. Gross was elected as President and Chief Executive Officer on December 7, 2018.
Peter
O’Heeron. Mr. O’Heeron joined the board in 2012. Mr. O’Heeron leads an operational investment group which identifies
early-stage opportunities in the medical field with strong intellectual property positions. Through his 20+ years of medical product
development experience, Mr. O’Heeron brings together the resources from strategic disciplines necessary to commercialize unique
technologies. Prior to founding Advanced Medical Technologies LLC, Mr. O’Heeron founded NeoSurg Technologies, Inc. to develop a
minimally invasive access system. As a result of his efforts, NeoSurg Technologies was successful in developing the T2000 Minimally Invasive
Access System, the world leader in reposable surgical instrumentation. Mr. O’Heeron completed the sale of NeoSurg Technologies
to CooperSurgical in 2005. Mr. O’Heeron graduated from Texas State University with a BS in Healthcare Administration and a minor
in Business Administration. He received his Masters in Healthcare Administration from the University of Houston. Mr. O’Heeron currently
holds 5 patents and has 4 patents pending. Mr. O’Heeron was elected Chairman of the Board on December 7, 2018, and Secretary and
Treasurer on January 11, 2019.
Patricia
Madaris. Ms. Madaris has served as our VP Finance since May 2015. Prior to that time, Ms. Madaris served as the Executive Assistant
to our CEO and Board of Directors since 2011. Since beginning her work at our company, she has proven to be beneficial in facilitating
many areas of our public company, working to engage, negotiate, and close financings, and overseeing and working actively in financial
reporting, and projected budgeting for ongoing operations. She has also previously worked as an accountant/manager for corporations in
Arizona, Florida, and California from 2005. Ms. Madaris has a Bachelor of Science Degree from Indiana Wesleyan University, graduating
Summa Cum Laude. Ms. Madaris also holds an MBA graduating with highest honors in February 2017. Ms. Madaris was elected Chief Financial
Officer on January 11, 2019.