Liberty Star Uranium & Metals Corp.: Exhibit 10.1 - Filed by newsfilecorp.com





 

NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE
BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR
ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN
THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT
REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD,
TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT. 

12% CONVERTIBLE NOTE 

MATURITY DATE OF AUGUST 26, 2015 

$150,000 AUGUST 26, 2014 *THE “ISSUANCE DATE” 

FOR VALUE RECEIVED, Liberty Star Uranium & Metals Corp., a
Nevada Corporation (the “Company”) doing business in Tucson, AZ hereby promises
to pay to the order of JSJ Investments Inc., an accredited investor and Texas
Corporation, or its assigns (the “Holder”) the principal amount of One Hundred
and Fifty Thousand Dollars ($150,000), on demand of the Holder at any time on or
after August 26, 2015 (the “Maturity Date”), and to pay interest on the unpaid
principal balance hereof at the rate of Twelve Percent (12%) per annum (the
“Interest Rate”) from the date hereof (the “Issuance Date”) until the same
becomes due and payable, whether at maturity or upon acceleration or by
prepayment or otherwise; provided, that any amount of principal or
interest on this Note which is not paid when due shall bear interest at such
rate on the unpaid principal balance hereof plus Default Interest from the due
date thereof until the same is paid in full. Interest shall commence accruing on
the Issuance Date, shall be computed on the basis of a 365-day year and the
actual number of days elapsed and shall accrue daily and, after the Maturity
Date, compound quarterly. 

	1. 	
      Pre-Payments of Principal and
Interest.




	 	a. 	
      Pre-Payment of Principal. Until the One Hundred and
      Twentieth Day (120) the Company may prepay the principal at a cash
      redemption premium of 140% without the Holder’s consent; from the
      120th day to the One Hundred and Fiftieth Day (150), the
      Company may pay the principal at a cash redemption premium of 150% without
      the Holder’s consent. After the 150th day, up to and upon the
      Maturity Date, this note has a cash redemption premium of 150% of the
      principal amount only upon approval and acceptance by JSJ Investments Inc.
      This last provision only may be exercised if the consent of the Holder is
      obtained.



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	 	b. 	
      Default Interest. Any amount of principal on this Note
      which is not paid when due shall bear Twelve Percent (12%) interest per
      annum from the date thereof until the same is paid (“Default Interest”)
      and the Holder, at the Holder’s sole discretion, may include any accrued
      but unpaid Default Interest in the Conversion Amount.

	 	 	 
	 	c. 	
      General Payment Provisions. This Note shall be paid in
      lawful money of the United States of America by check to such account as
      the Holder may from time to time designate by written notice to the
      Company in accordance with the provisions of this Note. 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 and, in the case of
      any interest payment date which is not the date on which this Note is paid
      in full, the extension of the due date thereof shall not be taken into
      account for purposes of determining the amount of interest due on such
      date. For purposes of this Note, “Business Day” shall mean any day other
      than a Saturday, Sunday or a day on which commercial banks in the State of
      Texas are authorized or required by law or executive order to remain
      closed.




	2. 	
      Conversion of Note. At any time prior to the Maturity
      Date, or after the Maturity Date, the Conversion Amount of this Note shall
      be convertible into shares of the Company’s common stock, share (the
      “Common Stock”), on the terms and conditions set forth in this Paragraph
      2.




	 	a. 	
      Certain Defined Terms. For purposes of this Note, the
      following terms shall have the following
meanings:




		i. 	
      “Conversion Amount” means the sum of (A) the outstanding
      principal amount of this Note to be converted with respect to which this
      determination is being made, (B) outstanding Interest; and (C) outstanding
      Default Interest, if any, on unpaid interest and principal, if so included
      at the Holder’s sole discretion. 

	 	 	
       

		ii. 	
      “Conversion Price” means a 45% discount to the average of
      the daily VWAP prices for the previous Ten (10) trading days before the
      date of conversion. 

	 	 	
       

		iii. 	
      “Person” means an individual, a limited liability
      company, a partnership, a joint venture, a corporation, a trust, an
      unincorporated organization and a government or any department or agency
      thereof. 

	 	 	
       

		iv. 	
      “Shares” means the Shares of common stock of the Company
      into which any outstanding balance on this Note may be converted upon
      submission of a Conversion Notice. 




	 	b. 	
      Holder’s Conversion Rights. Commencing 181 days after the
      issuance and full payment of this Note, the Holder shall be entitled to
      convert the Conversion Amount into fully paid Shares in accordance with
      the stated Conversion Price.







Exhibit 1 

       
     Unless otherwise agreed in writing by both
parties, at no time will the Lender convert any amount of the note into common
stock that would result in the Lender owning more than 4.99% of the common stock
outstanding. 

	 	c. 	
      Fractional Shares. The Company shall not issue any
      fraction of a share of Common Stock upon any conversion; if such issuance
      would result in the issuance of a fraction of a share of Common Stock, the
      Company shall round such fraction of a share of Common Stock up to the
      nearest whole share.

	 	 	 
	 	d. 	
      Conversion Amount. The Conversion Amount shall be
      converted pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(l)(ii) as
      promulgated by the Securities and Exchange Commission under the Securities
      Act of 1933, as amended, into Shares at the Conversion Price.

	 	 	 
	 	e. 	
      Mechanics of Conversion. The conversion of this Note
      shall be conducted in the following manner:





	 	i.	Holder's Conversion
      Requirements. To convert this Note into shares of Common Stock on any date 181
      days or more after the Note issuance, set forth in the Conversion Notice by the
      Holder (the "Conversion Date"), the Holder hereof shall transmit by email,
      facsimile or otherwise deliver, for receipt on or prior to 11:59 p.m., Eastern
      Time on such date or on the next business day (the "Conversion Date"), a copy of
      a fully executed notice of conversion in the form attached hereto as Exhibit 1
      to the Company. 

    
	 	 	 
	 	ii.	Company's Response.
      Upon receipt by the Company of a copy of a Conversion Notice, the Company shall
      as soon as practicable, but in no event later than two (2) Business Days after
      receipt of such Conversion Notice, send, via email, facsimile or overnight
      courier, a confirmation of receipt of such Conversion Notice to such Holder
      indicating that the Company will process such Conversion Notice in accordance
      with the terms herein. Within three (3) Business Days after the date of the
      Conversion Confirmation, the Company shall have issued and electronically
      transferred the shares to the Broker indicated in the Conversion Notice; should
      the Company be unable to transfer the shares electronically, it shall, within
      two (2) Business Days after the date of the Conversion Confirmation, have
      surrendered to FedEx for delivery the next day to the address as specified in
      the Conversion Notice, a certificate, registered in the name of the Holder, for
      the number of shares of Common Stock to which the Holder shall be entitled. 

    
	 	 	 
	 	iii.	Record Holder. The
      person or persons entitled to receive the shares of Common Stock issuable upon a
      conversion of this Note shall be treated for all purposes as the record holder
    or holders of such shares of Common Stock on the Conversion Date. 



3





	 	iv. 	
      Timely Response by Company. Upon receipt by Company of a
      Conversion Notice, Company shall respond in a timely manner to Holder by
      provision within two business days of the Shares requested in the
      Conversion Notice.

	 	 	 
	 	v. 	
      Penalty for Delinquent Response. If Company fails to
      deliver for whatever reason (including any neglect or failure by,
      e.g., the Company, its counsel or the transfer agent)
      to Holder the Shares as requested in a Conversion Notice and within three
      business days of the receipt thereof, there shall accrue a penalty of
      Additional Shares due to Holder equal to 5% of the number stated in the
      Conversion Notice beginning on the Fourth business day after the date of
      the Notice. The Additional Shares shall be issued and the amount of the
      Note retired will not be reduced beyond that stated in the Conversion
      Notice. Each additional 5 business days beyond the Fourth business day
      after the date of this Notice shall accrue an additional 5% penalty for
      delinquency, without any corresponding reduction in the amount due under
      the Note, for so long as Company fails to provide the Shares so demanded,
      to a maximum of 25% in penalties.

	 	 	 
	 	vi. 	
      Conversion Right Unconditional. If the Holder shall
      provide a Notice of Conversion as provided herein, after 180 days from
      issuance, the Company's obligations to deliver Common Stock shall be
      absolute and unconditional, irrespective of any claim of setoff,
      counterclaim, recoupment, or alleged breach by the Holder of any
      obligation to the Company.

	 	 	 
	 	vii. 	
      Transfer Agent Fees and Legal Fees. The issuance of the
      certificates shall be without charge or expense to the Holder. The Company
      shall pay any and all Transfer Agent fees and legal fees required for
      processing of any Notice of Conversion, including but not limited to the
      cost of obtaining a legal opinion with regard to the
  conversion.




	3. 	
      Other Rights of Holders: Reorganization,
      Reclassification, Consolidation, Merger or Sale. Any recapitalization,
      reorganization, reclassification, consolidation, merger, sale of all or
      substantially all of the Company's assets to another Person or other
      transaction which is effected in such a way that holders of Common Stock
      are entitled to receive (either directly or upon subsequent liquidation)
      stock, securities or assets with respect to or in exchange for Common
      Stock is referred to herein as "Organic Change." Prior to the consummation
      of any (i) Organic Change or (ii) other Organic Change following which the
      Company is not a surviving entity, the Company will secure from the Person
      purchasing such assets or the successor resulting from such Organic Change
      (in each case, the "Acquiring Entity") a written agreement (in form and
      substance reasonably satisfactory to the Holder) to deliver to Holder in
      exchange for this Note, a security of the Acquiring Entity evidenced by a
      written instrument substantially similar in form and substance to this
      Note, and reasonably satisfactory to the Holder. Prior to the consummation
      of any other Organic Change, the Company shall make appropriate provision
      (in form and substance reasonably satisfactory to the Holders of a
      majority of the Conversion Amount of the Notes then outstanding) to ensure
      that each of the Holders will thereafter have the right to acquire and
      receive in lieu of or in addition to (as the case may be) the shares of
      Common Stock immediately theretofore acquirable and receivable upon the
      conversion of such Holder's Note, such shares of stock, securities or
      assets that would have been issued or payable in such Organic
      Change with respect to or in exchange for the number of shares of Common
      Stock which would have been acquirable and receivable upon the conversion
      of such Holder's Note as of the date of such Organic Change (without
      taking into account any limitations or restrictions on the convertibility
      of the Note). All provisions of this Note must be included to the
  satisfaction of Holder in any new Note created pursuant to this section.      



4





	4. 	
      Representations and Warranties of the Company. In
      connection with the transactions provided for herein, the Company hereby
represents and warrants to the Holders the following.





	 	a. 	
      Organization, Good Standing and Qualification. The
      Company is a corporation duly organized, validly existing and in good
      standing under the laws of the state of its incorporation and has all
      requisite corporate power and authority to carry on its business as now
      conducted. The Company is duly qualified to transact business and is in
      good standing in each jurisdiction in which the failure to so qualify
      would have a material adverse effect on its business or
  properties.

	 	 	 
	 	b. 	
      Authorization. All corporate action has been taken on the
      part of the Company, its officers, directors and stockholders necessary
      for the authorization, execution and delivery of this Agreement. The
      Company has taken all corporate action required to make all of the
      obligations of the Company reflected in the provisions of this Agreement,
      valid and enforceable obligations. The shares of capital stock issuable
      upon conversion of the Notes have been authorized or will be authorized
      prior to the issuance of such shares.




	5. 	
      Fiduciary Obligations. The Company hereby represents that
      it intends to use the proceeds of the Notes primarily for the operations
      of its business and not for any personal, family, or household purpose.
      The Company hereby represents that its board of directors, in the exercise
      of its fiduciary duty, has approved the execution of this Agreement based
      upon a reasonable belief that the loan provided for herein is appropriate
      for the Company after reasonable inquiry concerning its financial
      objectives and financial situation.

	       	
	6. 	
      Reservation of Shares. The Company shall at all times, so
      long as any principal amount of the Note is outstanding, reserve and keep
      available out of its authorized and unissued Common Stock, solely for the
      purpose of effecting the conversion of the Note, such number of shares of
      Common Stock as shall at all times be sufficient to effect the conversion
      of all of the principal amount of the Note then outstanding. The initial
      number of shares of Common Stock reserved for conversions of the Notes and
      each increase in the number of shares so reserved shall be allocated pro
      rata among the Holders of the Notes based on the principal and interest
      amount of the Notes held by each Holder at the time of issuance of the
      Notes or increase in the number of reserved shares, as the case may be. In
      the event a Holder shall sell or otherwise transfer any of such Holder's
      Note, each transferee shall be allocated a pro rata portion of the number
      of reserved shares of Common Stock reserved for such transferor. Any
      shares of Common Stock reserved and allocated to any Person which ceases
      to hold any Note shall be allocated to the remaining Holders, pro rata
      based on the principal amount of the Note then held by such
  Holders.



5





	7. 	Voting Rights. Holders of this Note shall have
      no voting rights, except as required by law. 
		  
	
      8. 
	
      Reissuance of Note. In the event of a conversion or
      redemption pursuant to this Note of less than all of the Conversion Amount
      represented by this Note, the Company shall promptly cause to be issued
      and delivered to the Holder , upon tender by the Holder of the Note
      converted or redeemed, a new note of like tenor representing the remaining
      principal amount of this Note which has not been so converted or redeemed
      and which is in substantially the same form as this Note, as set forth
      above. 

		  
	9. 	Default and Remedies. 


a.          
Event of Default. An "Event of Default" is: (i) default for ten (10) days in
payment of interest or Default Interest on this Note; (ii) default in payment of
the principal amount of this Note when due; (iii) failure by the Company for
thirty (30) days after notice to it to comply with any other material provision
of this Note; (iv) breach of any covenants, warranties, or representations by
the Company herein; (v) cessation of operations by the Company or a material
subsidiary; (vi) if the Company pursuant to or within the meaning of any
Bankruptcy Law; (A) commences a voluntary case; (B) consents to the entry of an
order for relief against it in an involuntary case; (C) consents to the
appointment of a Custodian of it or for all or substantially all of its
property; (D) makes a general assignment for the benefit of its creditors; or
(E) admits in writing that it is generally unable to pay its debts as the same
become due; or (vi) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that: (I) is for relief against the Company in an
involuntary case; (2) appoints a Custodian of the Company or for all or
substantially all of its property; or (3) orders the liquidation of the Company
or any subsidiary, and the order or decree remains unstayed and in effect for
thirty (30) days. The Term "Bankruptcy Law" means Title 11, U.S. Code, or any
similar Federal or State Law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law. 

b.          
Remedies. If an Event of Default occurs and is continuing, the Holder of this
Note may declare all of this Note, including any interest and Default Interest
and other amounts due, to be due and payable immediately. 

	10. 	
      Vote to Change the Terms of this Note. This Note and any
      provision hereof may only be amended by an instrument in writing signed by
      the Company and holders of a majority of the aggregate Conversion Amount
      of the Notes then outstanding.

	 	 
	11. 	
      Lost or Stolen Note. Upon receipt by the Company of
      evidence satisfactory to the Company of the loss, theft, destruction or
      mutilation of this Note, and, in the case of loss, theft or destruction,
      of an indemnification undertaking by the Holder to the Company in a form
      reasonably acceptable to the Company and, in the case of mutilation, upon
      surrender and cancellation of the Notes, the Company shall execute and
      deliver a new Note of like tenor and date and in substantially the same
      form as this Note; provided, however, the Company shall not be obligated
      to re-issue a Note if the Holder contemporaneously requests the Company to
      convert such remaining principal amount into
Shares.



6





	12. 	
      Payment of Collection , Enforcement and Other Costs. If
      after and Event of Default: (i) this Note is placed in the hands of an
      attorney for collection or enforcement or is collected or enforced through
      any legal proceeding; or (ii) an attorney is retained to represent the
      Holder of this Note in any bankruptcy, reorganization, receivership or
      other proceedings affecting creditors ' rights and involving a claim under
      this Note, then the Company shall pay to the Holder all reasonable
      attorneys ' fees, costs and expenses incurred in connection therewith, in
      addition to all other amounts due hereunder. 

	 	
       

	13. 	
      Accredited Investor. Holder represents that it is an
      "accredited investor" as that term is defined under United States
      securities laws . 

	 	
       

	14. 	
      Cancellation . After all principal and accrued interest
      at any time owed on this Note has been paid in full, this Note shall
      automatically be deemed canceled, shall be surrendered to the Company for
      cancellation and shall not be reissued. 

	 	
       

	15. 	
      Waiver of Notice. To the extent permitted by law, the
      Company hereby waives demand, notice, protest and all other demands and
      notices in connection with the delivery , acceptance, performance ,
      default or enforcement of this Note. 

	 	
       

	16. 	
      Governing Law. This Note shall be construed and enforced
      in accordance with, and all questions concerning the construction,
      validity, interpretation and performance of this Note shall be governed
      by, the laws of the State of Texas, without giving effect to provisions
      thereof regarding conflict of laws. Each party hereby irrevocably submits
      to the non-exclusive jurisdiction of the state and federal courts sitting
      in Texas for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein ,
      and hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding , any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is
      brought in an inconvenient forum or that the venue of such suit, action or
      proceeding is improper. Each party hereby irrevocably waives personal
      service of process and consents to process being served in any such suit,
      action or proceeding by sending by certified mail or overnight courier a
      copy thereof to such party at the address for such 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
      manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT
      MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
      ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
      AGREEMENT ORANY TRANSACTION CONTEMPLATED HEREBY. 

	 	
       

	17. 	
      Remedies , Characterizations, Other Obligations, Breaches
      and Injunctive Relief . The remedies provided in this Note shall be
      cumulative and in addition to all other remedies available under this
      Note, at law or in equity (including a decree of specific performance
      and/or other injunctive relief), and no remedy contained herein shall be
      deemed a waiver of compliance with the provisions giving rise to such
      remedy and nothing herein shall limit a Holder's right to pursue actual
      damages for any failure by the Company to comply with the terms of this
      Note. The Company covenants to each Holder of Notes that there shall be no
      characterization concerning this instrument other than as expressly
      provided herein. Amounts set forth or provided for herein with respect to
      payments, conversion and the like (and the computation thereof)
      shall be the amounts to be received by the Holder thereof and shall not,
      except as expressly provided herein , be subject to any other obligation
  of the Company (or the performance thereof). 



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	18. 	
      Entire Agreement. This Agreement constitutes the full and
      entire understanding and agreement between the parties with regard to the
      subjects herein. None of the terms of this Agreement can be waived or
  modified , except by an express agreement signed by the Parties.

	 	
       

	19. 	
      Representations and Warranties . The Company expressly
      acknowledges that the Holder, including but not limited to its officer,
      directors , employees , agents, and affiliates, have not made any
      representation or warranty to it outside the terms of this Agreement. The
      Company further acknowledges that there have been no representations or
      warranties about future financing or subsequent transactions between the
      parties. 

	 	
       

	20. 	
      Notices. All notices and other communications given or
      made to the Company pursuant hereto shall be in writing (including
      facsimile or similar electronic transmissions ) and shall be deemed
      effectively given: (i) upon personal delivery, (ii) when sent by
      electronic mail or facsimile , as deemed received by the close of business
      on the date sent, (iii) five (5) days after having been sent by registered
      or certified mail , return receipt requested , postage prepaid or (iv) one
      (1) day after deposit with a nationally recognized overnight
      courier, specifying next day delivery . All communications shall be sent
      either by email, or fax, or to the address specified on the signature
      page. The physical address, email address, and phone number provided on
      the signature page shall be considered valid pursuant to the above
      stipulations; should the Company' s contact information change from that
      listed on the signature page, it is incumbent on the Company to inform the
      Holder. 

	 	
       

	21. 	
      Severability. If one or more provisions of this Agreement
      are held to be unenforceable under applicable law, such provision shall be
      excluded from this Agreement and the rest of the Agreement shall be
      enforceable in accordance with its terms. 

	 	
       

	22. 	
      Usury. If it shall be found that any interest or other
      amount deemed interest due hereunder violates the applicable law governing
      usury , the applicable rate of interest due hereunder shall automatically
      be lowered to equal the maximum rate of interest permitted under
      applicable law. The Company covenants (to the extent that it may lawfully
      do so) that it will not seek to claim or take advantage of any law that
      would prohibit or forgive the Company from paying all or a portion of the
      principal or interest on this Note . 

	 	
       

		
      Failure or Indulgence Not Waiver. No failure or delay on
      the part of this Note in the exercise of any power , right or privilege
      hereunder shall operate as a waiver thereof , nor shall any single or
      partial exercise of any such power , right or privilege preclude other or
    further exercise thereof or of any other right, power or privilege .    

	 	
       

	24. 	
      Short Sales. For so long as any amounts remain unpaid
      under this Note, the Holder shall not sell any Shares of the Company short
      or take any action designed or that could reasonably be expected to cause
      or result in stabilization or manipulation of the price of any of the
      Company's Shares or otherwise affect the market price of the Company's
      Shares. 



8





	25. 	
      Specific Shall Not Limit General ; Construction. No
      specific provision contained in this Note shall limit or modify any more
      general provision contained herein. This Note shall be deemed to be
      jointly drafted by the Company and all Holders and shall not be construed
      against any person as the drafter hereof. 

	 	
	26. 	
      Successors and Assigns. This Agreement shall be binding
      upon successors and assigns. This Note is not assignable.
  



IN WITNESS WHEREOF , the Company has caused this Note to be
signed by its CEO, on and as of the Issuance Date. 

	COMPANY: 	Liberty Star Uranium & Metals
      Corp. 
		  
		  
	Signature: 	/s/ James A.
      Briscoe 
		  
		  
	By: 	James A. Briscoe 
		  
	Title: 	CEO 
		  
	Address: 	5610 E. Sutler Lane 
	  	Tucson, Arizona, 85712 
		  
	Email: 	jbriscoe@libertystaruraniurn.com 
	  	  
	Phone: 	520-907-9492 


HOLDER: JSJ Investments Inc. 

Signature: /s/ Sameer Hirji

Sameer Hirji, President 
JSJ Investments Inc. 
2665 Villa
Creek Drive, Suite 214 
Dallas TX 75234 
888-503-2599 


9




Conversion Notice 

Reference is made to the Convertible Note issued by Liberty
Star Uranium & Metals Corp. (the "Note"), dated August 26, 2014 in the
principal amount of $150,000 with 12% interest. This note currently holds a
principal balance of $150,000 and accrued interest in the amount of $
__________________. The features of conversion stipulates a Conversion Price
equal to a 45% discount of the average of the three daily VWAP prices for the
previous ten (10) trading days before the date of conversion, pursuant to the
provisions of Section 2(a)(2) in the Note. 

In accordance with and pursuant to the Note, the undersigned
hereby elects to convert $ of the PRINCIPAL/INTEREST balance of the Note,
indicated below into shares of Common Stock (the "Common Stock"), of the
Company, by tendering the Note specified as of the date specified below. The
undersigned represents that it is an “accredited investor” as that term is
defined under United States securities laws. 

Date of Conversion: ________________________________

Please confirm the following information: 

Conversion Amount: $ ____________________________

Conversion Price: $__________________ (________ % discount from
$______________________________ ) 

Number of Common Stock to be issued:
___________________________________________________________

Current Issued/Outstanding: 
__________________________________________________________________

PLEASE ISSUE THE COMMON STOCK INTO WHICH THE NOTE IS BEING
CONVERTED IN THE NAME OF THE HOLDER OF THE NOTE AND TRANSFER THE SHARES
ELECTRONICALLY TO: [BROKER INFORMATION] 

HOLDER AUTHORIZATION: 
JSJ INVESTMENTS INC. 
2665 VILLA
CREEK DRIVE, SUITE 214 
DALLAS, TX 75234 
888-503-2599 


Tax ID: 20-2122354 

3




Tax ID: 20-2122354 

Sameer Hirji, President 

Date: 

PLEASE BE ADVISED, pursuant to Section 2(e)(2) of the Note,
"Upon receipt by the Company of a copy of the Conversion Notice, the Company
shall as soon as practicable, but in no event later than two(2) Business Day
after receipt of such Conversion Notice, SEND, VIA EMAIL, FACSIMILE OR OVERNIGHT
COURIER, A CONFIRMATION OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER
INDICATING THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE in accordance
with the terms herein. Within three (3) Business Days after the date of the
Conversion Confirmation, the Company shall have issued and electronically
transferred the shares to the Broker indicated in the Conversion Notice; should
the Company be unable to transfer the shares electronically, they shall, within
two (2) Business Days after the date of the Conversion Confirmation, have
surrendered to FedEx for delivery the next day to the address as specified in
the Conversion Notice, a certificate, registered in the name of the Holder, for
the number of shares of Common Stock to which the Holder shall be entitled."


Signature: 

James Briscoe 
CEO 
Liberty Star Uranium & Metals
Corp. 


Or 

Patricia Madaris 
Chief Accountant 
Liberty Star Uranium
& Metals Corp. 


Or 

Pete O'Heeron 
Board Director 
Liberty Star Uranium &
Metals Corp. 


Or 

Gary Musil 
Board Director 
Liberty Star Uranium &
Metals Corp. 


11