LBSR Liberty Star Uranium and Metals Corporation (QB)

On December 14, 2016, Liberty Star Uranium & Metals Corp. (the “Company”) issued a convertible promissory note (the “Note”) to Tangiers Investment Group, LLC (“Tangiers”) in the principal amount of $110,000, which includes a 10% original issue discount (“OID”) on any consideration paid. Tangiers made an initial payment to the Company under the Note of $33,000, which includes a 10% OID. The Company may accept additional funding under the Note from Tangiers if and when both parties agree. The Company is only required to repay the amount funded under the Note, and not any unfunded amounts.

The Note bears interest at 12% and matures one year from the effective date of each payment. Each payment is convertible by Tangiers after 180 days at a price equal to 62.5% of the average volume weighted average prices of the Company’s common stock during the five trading days prior to the conversion date.

There is no prepayment penalty for payments made under 150 days from the effective date of a funding. Between the 151 ^st and 180 ^th days after a funding, the Company may prepay the Note, in whole or in part, by paying 130% of the principal amount.

On February 2, 2017, the Company and Tangiers entered into Amendment #1 to the Note (“Amendment #1”). Amendment #1 provides that, on or before February 2, 2017, Tangiers would make a payment to the Company of $77,000, which includes a 10% OID.

Also on February 2, 2017, the Company and Tangiers entered into Amendment #2 to the Note (“Amendment #2”). Amendment #2 provides that the conversion price under the Note is equal to 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to Tangier’s conversion election. The default percentages of 5% and 10% of the discount of conversion price point remained the same other than reflecting the amended discount price. In addition, the provision in the Note relating to a right of first refusal was removed by Amendment #2.

The foregoing descriptions of the Note, Amendment #1 and Amendment #2 are not complete descriptions of all of the parties’ rights and obligations under the agreements and are qualified in their entireties by reference to the Note, Amendment #1 and Amendment #2, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and each of which is incorporated herein by reference.