SEC Comment Letter 0000000000-24-000146 to LIBERTY STAR URANIUM & METALS CORP. (LBSR)
LIBERTY STAR URANIUM & METALS CORP.
Date: Jan. 4, 2024 · CIK: 0001172178 · Accession: 0000000000-24-000146
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File numbers found in text: 000-50071
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United States securities and exchange commission logo
January 4, 2024
Brett Goss
Chief Executive Officer
LIBERTY STAR URANIUM & METALS CORP.
2 East Congress Street, Suite 900
Tucson, Arizona 85701
Re:LIBERTY STAR URANIUM & METALS CORP.
Form 10-K for the Fiscal Year Ended January 31, 2023
Filed May 16, 2023
File No. 000-50071
Dear Brett Goss:
We have reviewed your filing and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended January 31, 2023
Item, 2. Properties, page 10
1.Please revise to include summary disclosure as required by Item 1303 of Regulation S-K
and identify material and non-material properties. For example, your current disclosure
includes several properties, projects, and targets such as the Tombstone Super Project, the
Hay Mountain target, the Red Rock Canyon target, the Tombstone Property, the Walnut
Creek Project, the Hay Mountain Project, and the Red Rock Project. Please consistently
report these properties and clearly identify material and non-material properties.
The summary disclosure should encompass all of your properties, including both material
and non-material properties, and should appear in advance of and incremental to the
individual property disclosures. The summary disclosure should include a map of all
properties to comply with Item 1303(b)(1) of Regulation S-K, and the
information required by Item 1303(b)(2) of Regulation S-K.
2.For each material property please revise to include the individual property disclosure
required by Item 1304 of Regulation S-K. Please note that each material property should
FirstName LastNameBrett Goss
Comapany NameLIBERTY STAR URANIUM & METALS CORP.
January 4, 2024 Page 2
FirstName LastName
Brett Goss
LIBERTY STAR URANIUM & METALS CORP.
January 4, 2024
Page 2
be included under a separate heading. Additionally an extensive description of regional
geology should not be provided, rather brief and relevant disclosure should be provided as
required by Item 1304(c)(2) of Regulation S-K.
3.Please revise your exploration result disclosures to comply with Item 1304(g) of
Regulation S-K. Please note that exploration results must be prepared by a qualified
person as required by Item 1302(a)(1) of Regulation S-K.
Item 15. Exhibits, Financial Statement Schedules, page 33
4.Please revise to include the form name and the date of the filing with respect to exhibit
96.1.
5.In numerous instances the technical report summary refers the reader to another technical
report for information, rather than including the information in the technical report
summary. For example, we note on page 18 the qualified person directs the reader to
another technical report, rather than including the information in the current technical
report summary. The qualified person may choose to review other work, however should
summarize and include the information in his or her own words in the current technical
report summary, rather than continually referring to the other technical report. References
should be included in a separate section as required by Item 601(b)(96)(iii)(B)(24) of
Regulation S-K. Please consult with your qualified person to obtain a revised technical
report that complies with this guidance.
6.Please consult with your qualified person to obtain a revised technical report summary
that addresess the following:
•include references for all historical work,
•include an overview map to comply with Item 601(b)(96)(iii)(B)(3)(i),
•include a plan view map showing the results of current sampling to comply with Item
601(b)(96)(iii)(B)(7)(v),
•remove the historical drilling that has been included beginning on page 24, that has
not been conducted by or on behalf of the registrant, as required by
Item 601(b)(96)(iii)(B)(7), and
•include all disclosure required by Items 601(b)(96)(iii)(B)(8) and
601(b)(96)(iii)(B)(9); references to best practice guidelines from another jurisdiction
should be summarized.
FirstName LastNameBrett Goss
Comapany NameLIBERTY STAR URANIUM & METALS CORP.
January 4, 2024 Page 3
FirstName LastName
Brett Goss
LIBERTY STAR URANIUM & METALS CORP.
January 4, 2024
Page 3
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-3650 if you
have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation