Filed by sedaredgar.com - Liberty Star Unranium & Metals Corp. - Exhibit 10.5






GUARANTY

1.    
   Identification. 

          This
Guaranty (the “Guaranty”), dated as of May ___, 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 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 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 Obligations, and a separate action or
actions may be brought and prosecuted against Guarantor to enforce 

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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. 

          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, 

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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 13(b) 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 
	 	  	Vancouver, B.C. Canada 
	 	  	Attn: Bernard Pinsky, Esq. 


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	 	  	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 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 

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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 
	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 




	BRIDGEPOINTE MASTER FUND, LTD. 
1120 Sanctuary
      Parkway-Suite 325 
Alpharetta, GA 30004 
Fax: (770) 777-5844 	$39,331.00 



	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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