Exhibit 10.9


 


Note:
December 3,
2014


 


NEITHER
THESE SECURITIES
NOR THE
SECURITIES INTO
WHICH THESE
SECURITIES ARE
CONVERTIBLE HAVE
BEEN REGISTERED
WITH THE
SECURITIES AND
EXCHANGE COMMISSION
IN RELIANCE
UPON AN
EXEMPTION FROM
REGISTRATION UNDER
THE SECURITIES
ACT OF
1933, AS AMENDED
(THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY
NOT BE OFFERED
OR SOLD EXCEPT
PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES
ACT OR
PURSUANT TO
AN AVAILABLE
EXEMPTION FROM,
OR IN
A TRANSACTION NOT
SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.


 


THIS
NOTE DOES
NOT REQUIRE
PHYSICAL SURRENDER
OF THE
NOTE IN
THE EVENT
OF A
PARTIAL REDEMPTION
OR CONVERSION.
AS A
RESULT, FOLLOWING
ANY REDEMPTION
OR CONVERSION
OF ANY PORTION
OF THIS
NOTE, THE OUTSTANDING PRINCIPAL
AMOUNT REPRESENTED BY THIS
NOTE MAY BE
LESS THAN THE
PRINCIPAL AMOUNT AND
ACCRUED INTEREST SET
FORTH BELOW.


 


10%
CONVERTIBLE PROMISSORY
NOTE


 


OF


 


LIBERTY STAR URANIUM
& METALS CORP.


 


Issuance
Date: December
3, 2014


Total Face
Value of
Note: $210,000


Original Issue
Discount: $10,000


 


THIS
NOTE
is a duly
authorized Convertible
Promissory Note
of Liberty
Star Uranium
& Metals
Corp., a
corporation duly organized
and existing
under the
laws of
the State of Nevada
(the “Company”), designated
as the Company's 10% Convertible Promissory
Note due December 3, 2016 (“Maturity Date”) in the
principal amount of $210,000 (the “Note”).


 


FOR
VALUE
RECEIVED,
the Company hereby
promises to pay
to the order
of Tangiers
Investment Group,
LLC or its
registered assigns
or successors-in-interest
(“Holder”) the
principal sum
of up to
$210,000 and
to pay “guaranteed”
interest on
the principal
balance hereof
(which principal balance shall be increased
by the Holder’s payment
of additional consideration as
set forth
herein and
which increase
shall also
include the prorated
amount of the
original issue discount in connection
with Holders payment of additional consideration)
at the rate of 10%, all
of which “guaranteed” interest
shall be deemed earned
as of the date of
each such payment of additional
consideration by
the Holder
on the Maturity
Date, to the
extent such principal
amount and “guaranteed”
interest have been repaid
or converted into the Company's Common
Stock,


$0.00001 par
value per share (the “Common
Stock”), in accordance with the
terms hereof.


 


The initial
purchase price will be $105,000
of consideration upon execution
of the Note Purchase Agreement and
all supporting documentation. The sum
of $100,000 shall be remitted and delivered to
the Company, and $5,000
shall be retained by the Purchaser through an original issue discount
for due diligence and legal
bills related to this transaction.


 





$210,000
Convertible Note


Liberty
Star Uranium & Metals Corp.


Tangiers
Investment Group, LLC


 




     

     

    

 


The parties
may agree
to the Holder
advancing an
additional amount of up
to $105,000 (up to the face value
of this Note) in minimum tranches of $55,000
within 270 days of execution of
this Note. The
principal sum (including
the prorated amount of the
original issue discount)
owed by
the Company shall be prorated
to the amount of
consideration paid by
the Holder and only
the consideration received
by the Company,
plus prorated “guaranteed”
interest and other fees
and prorated original issue
discount, shall be deemed
owed by
the Company.  The
original issue discount is set
at 5% of
any consideration paid.
The Company is not
responsible to repay any
unfunded portion of
this Note. In addition
to the “guaranteed” interest referenced
above, and in
the Event of Default pursuant
to Section 2(e), additional
interest will accrue
from the date of
the Event of Default
at the rate equal
to the lower of 20%
per annum or the
highest rate permitted by
law (the “Default
Rate”).


 


This
Note may be
prepaid according
to the following
schedule: Between
1 and
90 days
from the
date of
execution, this Note
may be prepaid
for 110%
of face
value plus
accrued interest. Between
91 and 180
days from
the date of execution, this Note
may be prepaid for 130%
of face value plus accrued
interest. After 180 days
from the date
of execution until the Due Date,
this Note may not be prepaid without written
consent from
the Holder. Whenever any amount
expressed to be due by the terms of this Note is due on any
day which is not a Business
Day (as defined
below), the same shall instead be due
on the next succeeding day which is a
Business Day.


 


For
purposes hereof the following terms
shall have the meanings
ascribed to them below:


 


“Business
Day” shall
mean any
day other
than a Saturday,
Sunday or a
day on
which commercial
banks in
the City of
New York
are authorized or
required by
law or executive
order to remain closed.


 


“Conversion
Price” shall
be equal to
62.5% of
the average of
the volume weighted
average prices
of the Company’s
common stock
during the 5
trading days prior
to the date
on which
Holder elects
to convert
all or
part of
the Note.
If the Company
is placed
on “chilled” status with the Depository Trust Company (“DTC”),
the discount shall be increased by 5%
until such chill is remedied. If the
Company is not Deposits and
Withdrawal at Custodian (“DWAC”)
eligible through their Transfer
Agent and the Depository Trust
Company’s (“DTC”) Fast
Automated Securities
Transfer (“FAST”)
system, the
discount will be
increased by 5%. In
the case of both, the
discount shall be a cumulative 10%.


 


“Principal
Amount” shall
refer to
the sum of
(i) the original
principal amount
of this Note
advanced (including
the prorated
amount of
the original
issue discount), (ii)
all accrued
but unpaid
interest hereunder,
and (iii) any
default payments owing under
the Note but not previously paid or added
to the Principal Amount.


 


“Trading Day”
shall mean a day
on which there is trading
on the Principal Market.





 





$210,000
Convertible Note


Liberty
Star Uranium & Metals Corp.


Tangiers
Investment Group, LLC


 







    	 	2	 



     

    

 


“Underlying
Shares” means
the shares
of common
stock into which
the Note is
convertible (including
interest or principal
payments in
common stock as
set forth
herein) in
accordance with the terms hereof.


 


The following
terms and conditions
shall apply to
this Note:


 


Section 1.00 Conversion.


 


(a)          Conversion
Right.
Subject to
the terms
hereof and
restrictions and
limitations contained
herein, the
Holder shall
have the
right, at
the Holder's
option, at
any time which
is 6 months
or more
after advance
of funds, to
convert the
outstanding Principal
Amount and
interest under
this Note in whole or
in part with respect
only to the portion
of Principal Amount advanced
at least 6 months prior to conversion.


 


(b)        The
date of
any Conversion
Notice hereunder
and any
Payment Date
shall be referred to herein
as the “Conversion Date”.


 


(i)         Stock
Certificates or
DWAC.
The Company will
deliver to
the Holder,
or Holder’s
authorized designee,
no later than
2 Trading Days
after the Conversion
Date, a
certificate or
certificates representing the
number of shares
of Common Stock
being acquired upon
the conversion
of this Note.
The certificate(s)
shall be free
of restrictive
legends and
trading restrictions as
long as a corresponding legal
opinion is supplied by
a licensed attorney, which authorizes
the removal of the restricted
legend. The Holder shall be responsible
to obtain its own legal opinion and will bear
any costs associated
with the legal opinion. In lieu of
delivering physical certificates
representing the shares
of Common Stock issuable upon conversion
of this Note,
provided the
Company's transfer agent
is participating in the Depository Trust
Company (“DTC”) Fast
Automated Securities
Transfer (“FAST”)
program, upon request
of the Holder, the Company shall use commercially
reasonable efforts to cause
its transfer agent to
electronically transmit such shares
issuable upon
conversion to the
Holder (or its
designee), by
crediting the account of the Holder’s
(or such designee’s) prime broker with DTC through
its Deposits and Withdrawal
at Custodian
(“DWAC”) program
(provided that
the same
time periods herein
as for stock certificates shall
apply).


 


(ii)         Charges,
Expenses. Issuance
of Common Stock to Holder,
or any of
its assignees,
upon the conversion
of this Note
shall be made
without charge
to the Holder
for any issuance
fee, transfer
tax, postage/mailing
charge or
any other
expense with respect to
the issuance of such
Common Stock. Company shall pay all
Transfer Agent
fees incurred from the issuance
of the Common stock to Holder and
acknowledges that this is a material
obligation of this Note.


 


If the Company fails to deliver to the Holder such certificate or certificates (or shares through DTC) pursuant to this Section
(free of any restrictions on transfer or legends) prior to 3 Trading
Days after the Conversion Date, the Company shall
pay to the Holder as liquidated damages an
amount equal to $500 per day, until
such certificate or certificates are delivered, provided, however, that
such liquidated damages will
not be payable by the Company if the delay
is caused by an  Act  of
God or  other event  outside
of the control  of the Company.  The
Company acknowledges that it would be extremely difficult or impracticable
to determine the Holder’s actual damages and costs resulting
from a failure to deliver the
Common Stock and the inclusion herein of any
such additional amounts are the agreed
upon liquidated damages representing a reasonable estimate
of those damages and costs.
Such liquidated damages
will be automatically added to
the Principal Amount of the Note.


 


$210,000
Convertible Note


Liberty
Star Uranium & Metals Corp.


Tangiers
Investment Group, LLC



 



    	 	3	 



     

    

 


(c)         Reservation
and Issuance
of Underlying
Securities. The Company
covenants that
it will at
all times
reserve and
keep available
out of its
authorized and
unissued Common
Stock solely for the
purpose of issuance upon conversion of
this Note (and repayments in Common
Stock), free from preemptive
rights or any other actual contingent
purchase rights of persons
other than the Holder, not
less than one times
the number
of shares of
Common Stock as
shall be issuable (taking into account the adjustments
under this Section
1 but without regard to any ownership limitations
contained herein) upon the conversion
of this Note to Common Stock (the “Required
Reserve”). These shares
shall be reserved in proportion with the consideration
actually received by the Company and
the total shares reserved
will be increased with future
payments of consideration by
Holder to ensure the Required
Reserve is met. The Company covenants
that all shares
of Common Stock that
shall be issuable
will, upon issue,
be duly authorized, validly issued,
fully-paid, non-assessable and
freely-tradable. If the
amount of shares
on reserve at
the Transfer
Agent for this
Note in Holder’s name
shall drop below the Required
Reserve, the Company
will, within 2
business days
of written notification from
Holder, instruct the
Transfer Agent to increase the
number of shares so
that the Required Reserve
is met. The Company agrees that
this is a material term
of this Note and any breach of this
will result in
a default of the Note.


 


(d)         Conversion
Limitation.
The Holder
will not submit
a conversion
to the Company
that would result
in the Holder
owning more than
9.99% of the
then total
outstanding shares
of the Company (“Restricted
Ownership Percentage”).


 


Section
2.00 Defaults and Remedies.


 


(e)         Events of Default. An “Event of Default” is:  (i) a default in payment of any amount due hereunder which default continues for more than 5 business days after the due date;
(ii) a default in the timely issuance of underlying shares upon and in accordance with terms hereof, which
default continues for 3 Business Days after the
Company has failed to issue shares
or deliver stock certificates within
the 3rd day following the Conversion
Date; (iii) failure by the Company for 3 days
after notice has been received by the
Company to comply with any
material provision of the
Note Purchase Agreement; (iv) failure of the
Company to remain compliant with DTC, thus incurring
a “chilled” status with DTC; (v) if the Company is subject to any Bankruptcy Event;
(vi) any failure of the Company to
satisfy its “filing”
obligations under the rules and
guidelines issued by OTC Markets
News Service, OTC Markets.com and
their affiliates; (vii) any failure of
the Company to provide the Holder with information
related to the corporate structure
including, but not limited to, the
number of authorized and outstanding shares, public float, etc.
within 1 day of request by
Holder; (viii) failure to have sufficient
number of authorized but unissued shares
of the Company’s Common Stock available for any conversion; (ix) failure
of Company’s Common Stock to maintain a bid price
in its trading market which
occurs for at least 3 consecutive
Trading Days; (x) any delisting for any reason; (xi) failure by Company
to pay any of its Transfer Agent
fees or to maintain a Transfer
Agent of record; (xii) any trading suspension imposed by the Securities and
Exchange Commission under Sections 12(j) or 12(k) of the 1934 Act; (xiii)
any breach of Section 1.00 (c); or
(xiv) any default after any cure
period under, or acceleration prior
to maturity of, any mortgage,
indenture or instrument under
which there may be issued or by which there may be secured
or evidenced any indebtedness
for money borrowed by the Company in excess
of $100,000 or for money borrowed the repayment
of which is guaranteed by the
Company in excess of $100,000, whether
such indebtedness or guarantee now exists or shall
be created hereafter, which causes
a material adverse effect on
the Holder.


 


$210,000
Convertible Note


Liberty
Star Uranium & Metals Corp.


Tangiers
Investment Group, LLC


 







    	 	4	 



     

    

  


Remedies.
If an
Event of Default
occurs and
is continuing
with respect to
the Note,
the Holder
may declare
all of
the then outstanding
Principal Amount
of this Note,
including any interest due thereon,
to be due and
payable immediately without further
action or notice.
In the
event of such
acceleration, the amount
due and owing
to the Holder shall
accrue interest on any unpaid
principal from and after
the occurrence and
during the continuance
of an Event of Default at
a rate of 20%.The Company acknowledges
that it would be extremely difficult
or impracticable to determine the Holder’s
actual damages and
costs resulting from an
Event of Default
and any such additional
amounts are the agreed upon liquidated
damages representing a reasonable
estimate of those damages and
costs. The remedies under
this Note shall be cumulative and automatically added to the
principal value of
the Note.


 


Section
3.00 General.


 


(f)         Payment
of Expenses. The
Company agrees
to pay all
reasonable charges
and expenses,
including attorneys'
fees and
expenses, which
may be required
to be incurred by
the Holder in successfully enforcing this Note and/or
collecting any amount
due under this Note.


 


(g)         Assignment,
Etc. The Holder
may assign
or transfer
this Note to
any transferee
at its
sole discretion.
This Note shall
be binding upon
the Company and
its successors and
shall inure to the benefit of the
Holder and its successors
and permitted assigns.


 


(h)
        Governing
Law; Jurisdiction.




 


(i)         Governing
Law. This
note will be
governed by
and construed
in accordance
with the laws
of the state
of California without
regard to
any conflicts of
laws or provisions
thereof that
would otherwise
require the application of
the law of any other jurisdiction.


 


(ii)         Jury
Trial.
The parties
agree to
trial by
jury with
respect to
any litigation
based on,
or arising
out of,
under, or
in connection
with, this
note to be
held in
San Diego
County, California.








 


$210,000
Convertible Note


Liberty
Star Uranium & Metals Corp.


Tangiers
Investment Group, LLC


 







    	 	5	 



     

    

 


IN
WITNESS WHEREOF, the Company has caused this Convertible Promissory Note to be duly executed on the day and inthe year first
above written.


 





	 	LIBERTY
    STAR URANIUM & METALS CORP.
	 	 	 
	 	Name:	 
	 	Title:	CEO
	 	Date:	12.3.2014



 


This Note is acknowledged as:
Note of December 3, 2014


  


$210,000
Convertible Note


Liberty
Star Uranium & Metals Corp.


Tangiers
Investment Group, LLC


 



    	 	6	 



     

    

 





EXHIBIT A – FORM
OF CONVERSION NOTICE


 


(To
be executed
by the
Holder in
order to
convert that
certain $210,000
Convertible Promissory
Note identified
as the
Note)


 


	DATE:	________________________
	 	 
	FROM:	Tangiers Investment
Group, LLC




 


	 	Re:	$210,000 Convertible Promissory
Note (this “Note”)
originally issued by
 Liberty
Star Uranium
& Metals
Corp., a
Nevada corporation,
to Tangiers
Investment Group,
LLC on
December 3,
2014.




 


The  undersigned  on  behalf  of  Tangiers  Investment  Group,  LLC,  hereby  elects  to  convert
$         of the aggregate outstanding Principal Amount (as defined in the Note) indicated
below of this Note into shares of Common Stock, $0.00001
par value per share,
of LIBERTY STAR URANIUM
& METALS CORP. (the “Company”) according
to the conditions hereof, as
of the date written below. If shares
are to be issued in the name of a person
other than undersigned, the undersigned will pay
all transfer taxes
payable with respect thereto and is delivering
herewith such certificates and opinions as reasonably requested by the Company
in accordance therewith. No fee will be charged to the holder for any conversion, except for
such transfer taxes, if any. The undersigned represents as of
the date hereof that, after giving effect to the conversion of this Note
pursuant to this Conversion
Notice, the undersigned will not exceed the “Restricted Ownership Percentage”
contained in this Note. The undersigned represents
and warrants that it
is an “accredited investor” as defined under US Securities Laws.


 


	Conversion
    information:	____________________________________________
	 	Date
    to Effect Conversion
	 	 
	 	____________________________________________
	 	Aggregate Principal Amount of Note Being Converted
	 	 
	 	____________________________________________
	 	Aggregate
    Interest on Amount Being Converted
	 	 
	 	____________________________________________
	 	Number
    of Shares of Common Stock to be Issued
	 	 
	 	____________________________________________
	 	Applicable
    Conversion Price
	 	 
	 	____________________________________________
	 	Signature
	 	 
	 	____________________________________________
	 	Name
	 	 
	 	____________________________________________
	 	Address









 





$210,000
Convertible Note


Liberty
Star Uranium & Metals Corp.


Tangiers
Investment Group, LLC


 


 


7