Liberty Star Uranium and Metals Corp (LBSR)

[PURA VIDA]

Read this several times and I think you will come to the same conclusion that I did with some of my graphics........
(Input in RED has been put there by me to highlight content in paragraph)

The 100,000,000 shares being offered pursuant to this prospectus represent 7.73% of the shares issued and outstanding, assuming that the selling stockholder will sell all of the shares offered for sale. The 100,000,000 shares being offered pursuant to this prospectus represent 7.88% of the shares issued and outstanding held by non-affiliates of our company. The investment agreement with Tangiers is not transferable and any benefits attached thereto may not be assigned.

At an assumed purchase price of $0.0015 we will be able to receive up to $150,000 in gross proceeds, assuming the sale of the 100,000,000 shares of our common stock pursuant to the investment agreement with Tangiers, being the number of shares being offered pursuant to this prospectus. If we want to obtain the balance of $7,850,000 under the investment agreement, we would be required to register additional 5,233,333,333 shares with the above assumed purchase price of $0.002. (Tangiers will not be holding onto these shares, the dilutive effect will be felt, the recent lows have already been .0015, thus the assumption price of .002 is highly unlikely - thus even more shares will be needed)

We are currently authorized to issue 1,250,000,000 shares of our common stock and our board of directors is asking our stockholders to approve amendment to our articles of incorporation to increase the number of authorized shares of our common stock from 1,250,000,000 to 6,250,000,000 at an annual and special meeting of stockholders to be held on July 15, 2015. The stockholder approval for the amendment to our articles of incorporation and subsequent effectiveness of the amendment are conditions to the issuance of shares to Tangiers under the investment agreement with Tangiers. (The number of authorized shares 6,250,000,000 estimated with the above figures is already an insufficient amount of shares. 1,250,000,000 + 100,000,000 + 5,233,333,333 = 6,583,333,333 shares)

Even if the increase in the number of authorized shares of our common stock is approved by our stockholders, we may be required to further increase our authorized shares in order to receive the entire purchase price.(DUHHHHH) Tangiers has agreed to refrain from holding an amount of shares which would result in Tangiers owning more than 4.99% of the then-outstanding shares of our common stock at any one time.

There are substantial risks to investors as a result of the issuance of shares of our common stock under the investment agreement with Tangiers. These risks include dilution of stockholders’ percentage ownership, significant decline in our stock price and our inability to draw sufficient funds when needed.

We intend to sell Tangiers periodically our common stock under the investment agreement and Tangiers will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to Tangiers to raise the same amount of funds, as our stock price declines.

The aggregate investment amount of $8 million was determined based on numerous factors, including the following: The proceeds received from any “puts” tendered to Tangiers under the investment agreement will be used for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that our board of directors, in its good faith deem to be in the best interest of our company. We are involved in the Hay Mountain Super Project for copper, molybdenum, gold and silver in South East Arizona. These monies will be completely absorbed by technical activities, drilling and attendant environmental, archeological and permitting studies. We will need the full amount of $8 million funding under the investment agreement with Tangiers to fund the preparation and initiation of diamond core drilling connected to the Hay Mountain Super Project Porphyry Copper-Gold-Molybdenum-Rare Earth Element Mining Target in the Tombstone Mining District of Cochise County, Arizona. (So what is it, will you be using these monies to participate in other projects - or - will the monies be "completely absorbed" by the activities of Hay Mountain)

We may have to increase the number of our authorized shares in order to issue the shares to Tangiers if we reach our current amount of authorized shares of common stock. Increasing the number of our authorized shares will require board and stockholder approval. Accordingly, because our ability to draw down any amounts under the investment agreement with Tangiers is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the proceeds of $8,000,000 under the investment agreement with Tangiers. (If the dilutive effect occurs quickly and there are no NR's to indicate any "REAL PROGRESS", the share price may be much too low to raise even $4,000,000)

THAT IS A HUGE NUMBER OF SHARES

THIS BABY WILL BE REALLY TOP HEAVY WITHOUT EVEN A DRILL TURNING YET