Filed by sedaredgar.com - Liberty Star Uranium & Metals Corp. - Exhibit 10.6






GUARANTY

1.      Identification. 

        This Guaranty (the
“Guaranty”), dated as of August 14, 2009, is entered into by Big Chunk Corp., an
Alaska corporation (“Guarantor”), for the benefit of the Collateral Agent
identified below and the parties identified on Schedule A hereto (each a
“Lender” and collectively, the “Lenders”). 

2.      Recitals. 

    
   2.1      Guarantor is a direct
subsidiary of Liberty Star Uranium & Metals Corp., a Nevada corporation
(“Parent”). The Lenders have made and/or are making loans to Parent (the
“Loans”). Guarantor has and will obtain substantial benefit from the proceeds of
the Loans. 

       
2.2      The Loans are and will be evidenced by
certain promissory Notes issued by Parent on May 22, 2009 and at or about the
date of this Guaranty (each a “Note” and collectively “Notes”) as described on
Schedule A hereto pursuant to subscription agreements dated on May 22, 2009 and
at or about the date hereof (“Subscription Agreements”). The Notes are further
identified on Schedule A hereto and were or will be executed by Parent as
“Borrower” or “Debtor” for the benefit of each Lender as the “Holder” or
“Lender” thereof. 

    
   2.3      In consideration of the
Loans made, being made, and to be made by Lenders to Parent and for other good
and valuable consideration, and as security for the performance by Parent of its
obligations under the Notes and as security for the repayment of the Loans and
all other sums due from Parent to Lenders arising under the Notes (collectively,
the “Obligations”), Guarantor, for good and valuable consideration, receipt of
which is acknowledged, has agreed to enter into this Guaranty.

   
    2.4      The Lenders have
appointed Collateral Agents, LLC as Collateral Agent pursuant to that certain
Collateral Agent Agreement dated as of August 28, 2008 (“Collateral Agent
Agreement”), among the Lenders and Collateral Agent. 

3.      Guaranty. 

   
    3.1      Guaranty.
Guarantor hereby unconditionally and irrevocably guarantees, jointly and
severally with any other Guarantor, the punctual payment, performance and
observance when due, whether at stated maturity, by acceleration or otherwise,
of all of the Obligations now or hereafter existing, whether for principal,
interest (including, without limitation, all interest that accrues after the
commencement of any insolvency, bankruptcy or reorganization of Parent, whether
or not constituting an allowed claim in such proceeding), fees, commissions,
expense reimbursements, liquidated damages, indemnifications or otherwise (such
obligations, to the extent not paid by Parent being the “Guaranteed
Obligations”), and agrees to pay any and all reasonable costs, fees and expenses
(including reasonable counsel fees and expenses) incurred by Collateral Agent
and the Lenders in enforcing any rights under the guaranty set forth herein.
Without limiting the generality of the foregoing, Guarantor’s liability shall
extend to all amounts that constitute part of the Guaranteed Obligations and
would be owed by Parent to Collateral Agent and the Lenders, but for the fact
that they are unenforceable or not allowable due to the existence of an
insolvency, bankruptcy or reorganization involving Parent. 

    
  3.2      Guaranty Absolute.
Guarantor guarantees that the Guaranteed Obligations will be paid strictly in
accordance with the terms of the Notes, regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms
or the rights of Collateral Agent or the Lenders with respect thereto. The
obligations of Guarantor under this Guaranty are independent of the Guaranteed


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Obligations, and a separate action or actions may be brought
and prosecuted against Guarantor to enforce such obligations, irrespective of
whether any action is brought against Parent or any other Guarantor or whether
Parent or any other Guarantor is joined in any such action or actions. The
liability of Guarantor under this Guaranty constitutes a primary obligation, and
not a contract of surety, and to the extent permitted by law, shall be
irrevocable, absolute and unconditional irrespective of, and Guarantor hereby
irrevocably waives any defenses it may now or hereafter have in any way relating
to, any or all of the following: 

                         (a)
any lack of validity of the Notes or any agreement or instrument relating
thereto; 

                         (b)
any change in the time, manner or place of payment of, or in any other term of,
all or any of the Guaranteed Obligations, or any other amendment or waiver of or
any consent to departure from the Notes, including, without limitation, any
increase in the Guaranteed Obligations resulting from the extension of
additional credit to Parent or otherwise; 

                         (c)
any taking, exchange, release, subordination or non-perfection of any
Collateral, or any taking, release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed Obligations;


                         (d)
any change, restructuring or termination of the corporate, limited liability
company or partnership structure or existence of Parent; or 

                         (e)
any other circumstance (including, without limitation, any statute of
limitations) or any existence of or reliance on any representation by Collateral
Agent or the Lenders that might otherwise constitute a defense available to, or
a discharge of, Parent or any other guarantor or surety. 

          This
Guaranty shall continue to be effective or be reinstated, as the case may be, if
at any time any payment of any of the Guaranteed Obligations is rescinded or
must otherwise be returned by Collateral Agent, the Lenders or any other entity
upon the insolvency, bankruptcy or reorganization of the Parent or otherwise
(and whether as a result of any demand, settlement, litigation or otherwise),
all as though such payment had not been made. 

          3.3      Waiver.
Guarantor hereby waives promptness, diligence, notice of acceptance and any
other notice with respect to any of the Guaranteed Obligations and this Guaranty
and any requirement that Collateral Agent or the Lenders exhaust any right or
take any action against any Borrower or any other person or entity or any
Collateral. Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated herein and that the waiver
set forth in this Section 3.3 is knowingly made in contemplation of such
benefits. Guarantor hereby waives any right to revoke this Guaranty, and
acknowledges that this Guaranty is continuing in nature and applies to all
Guaranteed Obligations, whether existing now or in the future. 

          3.4      Continuing
Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a)
remain in full force and effect until the later of the indefeasible cash payment
in full of the Guaranteed Obligations and all other amounts payable under this
Guaranty, the Subscription Agreements and the Notes, (b) be binding upon
Guarantor, its successors and assigns and (c) inure to the benefit of and be
enforceable by the Lenders and their successors, pledgees, transferees and
assigns. Without limiting the generality of the foregoing clause (c), any Lender
may pledge, assign or otherwise transfer all or any portion of its rights and
obligations under this Guaranty (including, without limitation, all or any
portion of its Notes owing to it) to any other Person, and such other Person
shall thereupon become vested with all the benefits in respect thereof granted
such Collateral Agent or Lender herein or otherwise. 

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          3.5     
Subrogation. Guarantor will not exercise any rights that it may now or
hereafter acquire against the Collateral Agent or any Lender or other Guarantor
(if any) that arise from the existence, payment, performance or enforcement of
such Guarantor’s obligations under this Guaranty, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution or
indemnification, whether or not such claim, remedy or right arises in equity or
under contract, statute or common law, including, without limitation, the right
to take or receive from the Collateral Agent or any Lender or other Guarantor
(if any), directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or security solely on account of such claim, remedy or
right, unless and until all of the Guaranteed Obligations and all other amounts
payable under this Guaranty shall have been indefeasibly paid in full.

          3.6     
Maximum Obligations. Notwithstanding any provision herein contained to
the contrary, Guarantor’s liability with respect to the Obligations shall be
limited to an amount not to exceed, as of any date of determination, the amount
that could be claimed by Lenders from Guarantor without rendering such claim
voidable or avoidable under Section 548 of the Bankruptcy Code or under any
applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance
Act or similar statute or common law. 

4.      Miscellaneous.

          4.1     
Expenses. Guarantor shall pay to the Lenders, on demand, the amount of
any and all reasonable expenses, including, without limitation, attorneys’ fees,
legal expenses and brokers’ fees, which the Lenders may incur in connection with
exercise or enforcement of any the rights, remedies or powers of the Lenders
hereunder or with respect to any or all of the Obligations. 

          4.2      Waivers,
Amendment and Remedies. No course of dealing by the Lenders and no failure
by the Lenders to exercise, or delay by the Lender in exercising, any right,
remedy or power hereunder shall operate as a waiver thereof, and no single or
partial exercise thereof shall preclude any other or further exercise thereof or
the exercise of any other right, remedy or power of the Lenders. No amendment,
modification or waiver of any provision of this Guaranty and no consent to any
departure by Guarantor therefrom, shall, in any event, be effective unless
contained in a writing signed by the Majority in Interest (as such term is
defined in the Collateral Agent Agreement) or the Lender or Lenders against whom
such amendment, modification or waiver is sought, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given. The rights, remedies and powers of the Lenders, not
only hereunder, but also under any instruments and agreements evidencing or
securing the Obligations and under applicable law are cumulative, and may be
exercised by the Lenders from time to time in such order as the Lenders may
elect. 

          4.3      Notices.
All notices or other communications given or made hereunder shall be given in
the same manner as set forth in Section 14(a) of the Subscription Agreement to
the party to receive the same at its address set forth below or to such other
address as either party shall hereafter give to the other by notice duly made
under this Section: 


	To Guarantor, to: 	Liberty Star Uranium & Metals Corp. 
	  	5610 E. Sutler Lane 
	  	Tucson, Arizona 85712 
	  	Attn: James A. Briscoe, President 
	  	Fax: (520) 844-1118 
	  	  
	With a copy by telecopier only to: 
	  	  
	  	Clark Wilson LLP 
	  	800-885 West Georgia Street




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	  	Vancouver, B.C. Canada 
	  	Attn: Bernard Pinsky, Esq. 
	  	Fax: (604) 687-6314 
	  	  
	To Lenders: 	To the addresses and telecopier numbers set
  
	  	Forth on Schedule A 
	  	  
	To the Collateral Agent: 	Collateral Agents, LLC 
	  	111 West 57th Street, Suite 1416
  
	  	New York, NY 10019 
	  	Attn: General Counsel 
	  	Fax: (212) 245-9101 
	  	  
	  	  
	If to Guarantor, Lender or 	  
	Collateral Agent, with a copy by telecopier only
      to: 
	  	  
	  	Grushko & Mittman, P.C. 
	  	551 Fifth Avenue, Suite 1601 
	  	New York, New York 10176 
	  	Fax: (212) 697-3575 



Any party may change its address by written notice in
accordance with this paragraph. 

          4.4      Term;
Binding Effect. This Guaranty shall (a) remain in full force and effect
until payment and satisfaction in full of all of the Obligations; (b) be binding
upon Guarantor and its successors and permitted assigns; and (c) inure to the
benefit of the Lenders and their respective successors and assigns. All the
rights and benefits granted by Guarantor to the Collateral Agent and Lenders
hereunder and other agreements and documents delivered in connection therewith
are deemed granted to both the Collateral Agent and Lenders. Upon the payment in
full of the Obligations, (i) this Guaranty shall terminate and (ii) the Lenders
will, upon Guarantor’s request and at Guarantor’s expense, execute and deliver
to Guarantor such documents as Guarantor shall reasonably request to evidence
such termination, all without any representation, warranty or recourse
whatsoever. 

          4.5      Captions.
The captions of Paragraphs, Articles and Sections in this Guaranty have been
included for convenience of reference only, and shall not define or limit the
provisions hereof and have no legal or other significance whatsoever. 

          4.6      Governing
Law; Venue; Severability. This Guaranty shall be governed by and construed
in accordance with the laws of the State of New York without regard to
principles of conflicts or choice of law. Any legal action or proceeding against
Guarantor with respect to this Guaranty must be brought only in the courts of
the State of New York or of the United States for the Southern District of New
York, and, by execution and delivery of this Guaranty, Guarantor hereby
irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Guarantor hereby
irrevocably waives any objection which they may now or hereafter have to the
laying of venue of any of the aforesaid actions or proceedings arising out of or
in connection with this Guaranty brought in the aforesaid courts and hereby
further irrevocably waives and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in
an inconvenient forum. If any provision of this Guaranty, or the application
thereof to any person or circumstance, is held invalid, such invalidity shall
not affect any other provisions which can be given effect without the invalid
provision or application, and to this end the provisions hereof shall be
severable and the remaining, valid provisions shall remain of 

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full force and effect. This Guaranty shall be deemed an
unconditional obligation of Guarantor for the payment of money and, without
limitation to any other remedies of Lenders, may be enforced against Guarantor
by summary proceeding pursuant to New York Civil Procedure Law and Rules Section
3213 or any similar rule or statute in the jurisdiction where enforcement is
sought. For purposes of such rule or statute, any other document or agreement to
which Lenders and Guarantor are parties or which Guarantor delivered to Lenders,
which may be convenient or necessary to determine Lenders’ rights hereunder or
Guarantor’s obligations to Lenders are deemed a part of this Guaranty, whether
or not such other document or agreement was delivered together herewith or was
executed apart from this Guaranty. Each party hereby irrevocably waives
personal service of process and consents to process being served in any suit,
action or proceeding in connection with this Agreement or any other Transaction
Document by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law. Each Guarantor irrevocably appoints Parent its
true and lawful agent for service of process upon whom all processes of law and
notices may be served and given in the manner described above; and such service
and notice shall be deemed valid personal service and notice upon each such
Guarantor with the same force and validity as if served upon such Guarantor.


          4.7     
Alaska Acknowledgement. For the purpose of complying with Alaska
Statute 34.20.160 for the benefit of Collateral Agent and the Lenders, Guarantor
acknowledges and agrees as follows: GUARANTOR IS PERSONALLY OBLIGATED AND FULLY
LIABLE FOR THE AMOUNTS DUE UNDER THIS GUARANTY. EACH OF THE LENDERS AND THE
COLLATERAL AGENT SEVERALLY HAS THE RIGHT TO SUE ON THIS GUARANTY AND TO OBTAIN A
PERSONAL JUDGMENT AGAINST GUARANTOR FOR SATISFACTION OF THE AMOUNTS DUE UNDER
THIS GUARANTY EITHER BEFORE OR AFTER A JUDICIAL FORECLOSURE UNDER ALASKA
STATUTES 09.45.170 -09.45.220 OF ANY MORTGAGE OR DEED OF TRUST GIVEN BY
GUARANTOR TO SECURE PAYMENT OF THE AMOUNTS DUE UNDER THIS GUARANTY. 

          4.8      Satisfaction
of Obligations. For all purposes of this Guaranty, the payment in full of
the Obligations shall be conclusively deemed to have occurred when either the
Obligations have been indefeasibly paid or all outstanding Notes have been
converted to common stock pursuant to the terms of the Notes and the
Subscription Agreements. 

          4.9     
  Counterparts/Execution. This Agreement may be executed in any number
  of counterparts and by the different signatories hereto on separate counterparts,
  each of which, when so executed, shall be deemed an original, but all such counterparts
  shall constitute but one and the same instrument. This Agreement may be executed
  by facsimile signature and delivered by facsimile transmission.

[THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


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          IN
WITNESS WHEREOF, the undersigned have executed and delivered this Guaranty,
as of the date first written above. 


“GUARANTOR” 
BIG CHUNK CORP. 
an Alaska
corporation 

 

By: _____________________________________

Its: _____________________________________ 

 

 

This Guaranty Agreement may be signed by facsimile signature
and 
delivered by confirmed facsimile transmission. 

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SCHEDULE A TO GUARANTY 


	LENDERS 
	NOTE PRINCIPAL AMOUNT
      
ISSUED ON AUGUST 14, 2009 
	ALPHA CAPITAL ANSTALT 
Pradafant 7 
9490 Furstentums
      
Vaduz, Lichtenstein 
Fax: 011-42-32323196 	$338,251.00





	HARBORVIEW MASTER FUND L.P. 
Harbor House, 2nd
      Floor 
Waterfront Drive, Road Town 
Tortola, BVI 
Fax:
      (284) 494-4771 	$76,847.00 




	PLATINUM PARTNERS LONG TERM GROWTH VI 
152 West
      57th Street 
New York, NY 10019 
Attn: Mark Nordlicht
      
Fax: (212) 	$126,116.00





	BRIO CAPITAL LP 
401 E. 34th St.-Suite South
      33C 
New York, NY 10016 
Fax: (646) 390-2158 	$21,857.00 



	DOUBLE U MASTER FUND LP 
Harbour House, 
Waterfront
      Drive, Road Town 
Tortola, BVI 
Fax: (284) 494-4771 	$26,106.00 




	TOTAL 	$589,177.00 



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SCHEDULE A TO GUARANTY (continued)


	LENDERS 
	NOTE PRINCIPAL AMOUNT
      
ISSUED ON MAY 22, 2009 
	ALPHA CAPITAL ANSTALT 
Pradafant 7 
9490 Furstentums
      
Vaduz, Lichtenstein 
Fax: 011-42-32323196 	$91,658.00 




	HARBORVIEW MASTER FUND L.P. 
Harbor House, 2nd
      Floor 
Waterfront Drive, Road Town 
Tortola, BVI 
Fax:
      (284) 494-4771 	$22,185.00 




	PLATINUM PARTNERS LONG TERM GROWTH VI 
152 West
      57th Street 
New York, NY 10019 
Attn: Mark Nordlicht
      
Fax: (212) 	$34,561.00 




	BRIO CAPITAL LP 
401 E. 34th St.-Suite South
      33C 
New York, NY 10016 
Fax: (646) 390-2158 	$8,324.00 



	DOUBLE U MASTER FUND LP 
Harbour House, 
Waterfront
      Drive, Road Town 
Tortola, BVI 
Fax: (284) 494-4771 	$7,008.00 




	IROQUOIS MASTER FUND LTD. 
c/o Iroquois Capital
      Management, LLC 
641 Lexington Avenue, 26th Floor 
New
      York, NY 10022 
Fax: (212) 207-3452 	$6,932.00
  







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