SecProbe.io

CORRESP
1
filename1.htm

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

    LIBERTY STAR URANIUM & METALS CORP.

    5610 E. Sutler Lane

    Tucson, Arizona USA 85712

    May 26, 2015

    BY EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street North East

    Washington, DC 20549

    U.S.A.

    Attention:
    John Reynolds, Assistant Director

Dear Sirs:

    Re:
    Liberty Star Uranium & Metals Corp. (the
      “Company”)

    Form Schedule 14A

    Filed May 7, 2015

    File No. 000-50071

We write in response to your letter dated May 21, 2015 with
respect to the above-noted filing of the Company. We provide below our responses
to your comments. We have also provided a blacklined copy of the Preliminary
Schedule 14A showing the changes from our previous filing (attached as Schedule
“A” to this letter). For your ease of reference, our responses are numbered in a
manner that corresponds with your comments.

Proposal No. 3, page 17

    1.

      We note you are increasing the amount of authorized
      shares from 1,250,000,000 to 5,000,000,000. We also note your statements
      that “we have no plans or agreements in place for any financing at this
      time” and “we have no plans, proposals or arrangements, written or
      otherwise, at this time, to issue any of the additional available
      authorized shares of our common stock that would result from the
      Amendment.” Please revise your proxy statement to include the information
      required by Item 11 of Schedule 14A relating to any planned equity line
      financing transactions, or tell us why it is not
  applicable.

    Response:

      We intend to revise our proxy statement to reflect your
      comment. Please see the blacklined copy of the Preliminary Schedule 14A
      attached as Schedule “A” to this letter.

In addition, we also intend to revise our proxy statement to
change the number for the increase in the authorized shares to 6,250,000,000
from 5,000,000,000 and add a couple of sentences about the proxy solicitor.

- 2 -

The Company acknowledges that:

    •
    the Company is responsible for the adequacy and
      accuracy of the disclosure in the filing;

    •
    staff comments or changes to disclosure in
      response to staff comments do not foreclose the Securities and Exchange
      Commission (the “Commission”) from taking any action with respect
      to the filing; and

    •

      the Company may not assert staff comments as a defence in
      any proceeding initiated by the Commission or any person under the federal
      securities laws of the United States.

Should you have any questions, please do not hesitate to
contact the Company’s legal counsel: Bernard Pinsky or Jun Ho Song of Clark
Wilson LLP at (604) 687-5700.

    Yours truly,

    LIBERTY STAR URANIUM & METALS CORP.

    /s/ James A.
      Briscoe

    James A. Briscoe

    Chief Executive Officer

SCHEDULE A

BLACKLINED COPY OF PRELIMINARY SCHEDULE 14A

(PROXY CARD IS NOT INCLUDED)