AMENDMENT TO
MEMBERSHIP INTEREST REDEMPTION
AND WITHDRAWAL AGREEMENT
THIS AMENDING AGREEMENT made the
19th day of November, 2004.
BETWEEN:
ALASKA STAR MINERALS,
L.L.C. , an Arizona
limited liability company
(hereinafter called “Alaska
Star”)
AND:
BRISCOE INVESTMENTS, LP,
RLLP , an Arizona limited
partnership
(hereinafter called
“Briscoe”)
AND:
PAUL MATYSEK
, of West Vancouver, British
Columbia
(hereinafter called
“Matysek”)
AND:
BEDROCK CAPITAL CORPORATION
LTD. , of West Vancouver,
British Columbia
(hereinafter called
“Bedrock”)
AND:
LIBERTY STAR GOLD
CORP. , a Nevada
corporation
(hereinafter called “Liberty
Star”)
WHEREAS:
A. Alaska
Star, Briscoe and Matysek entered into a Membership Interest
Redemption and Withdrawal Agreement (the “Withdrawal
Agreement”) dated October 29, 2004.
D/BIP/649359.3
B.
The parties have decided to
supplement and amend the Withdrawal Agreement and to include
Bedrock and Liberty Star with respect to certain rights and
obligations of those parties.
NOW, THEREFORE, in consideration of
the mutual covenants and premises contained herein, the parties
agree as follows:
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1.
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Alaska Star agrees to cancel 7,000,000 of its
shares in the common stock of Liberty Star;
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2.
The 1,750,000 shares of common stock
of Liberty Star to be transferred on the “transfer
date” from Alaska Star to Matysek under the Withdrawal
Agreement shall be transferred to Bedrock, so that upon completion
of the transactions contemplated in this agreement and the
Withdrawal Agreement, Alaska Star will own 8,750,000 common shares
of Liberty Star and Bedrock will own 1,750,000 common shares of
Liberty Star. The 1,750,000 shares of Bedrock in the capital of
Liberty Star are referred to as the “Bedrock
Shares”.
3.
Liberty Star agrees to register the
Bedrock Shares on Form SB-2 or such other registration document as
is appropriate (the “Registration Statement”) and have
such Registrati
