Liberty Star Uranium & Metals Corp S-1, filed Oct 3, 2025
Liberty Star Uranium & Metals Corp. (LBSR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
1000
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification Number)
Patricia Madaris
Chief Financial Officer
Telephone:
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Telephone:
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated September 29, 2025
EXPLANATORY NOTE
This registration statement, which is a new registration statement, also constitutes Post-Effective Amendment No. 1 to the registration statement on Form S-1 (File No. 333-276262) declared effective on [ February 22, 2024] (the “2024 Registration Statement ”). As of the date hereof, no shares have been sold pursuant to the terms of the 2024 Registration Statement. Accordingly, this registration statement contains a combined prospectus pursuant to Rule 429 under the Securities Act of 1933, as amended, relating to the resale or other disposition from time to time by the Selling Stockholder named herein, or its permitted assignees, of:
| (i) | up to 2,490,660 shares of our common stock issuable upon exercise of a Warrant held by the Selling Stockholder to purchase shares of our common stock, which shares were previously registered on the 2024 Registration Statement; and |
| (ii) | up to 6,000,000 shares of our common stock issuable upon exercise of a Warrant held by the Selling Stockholder to purchase shares of our common stock, which shares are being newly registered hereby. |
Pursuant to Rule 429(b) under the Securities Act of 1933, upon effectiveness, this registration statement shall constitute Post-Effective Amendment No. 1 to the 2024 Registration Statement with respect to the offering of the unsold securities thereunder. Such Post-Effective Amendment shall hereafter become effective concurrently with the effectiveness of this registration statement in accordance with Section 8(c) of the Securities Act of 1933.
Preliminary Prospectus
8,490,660 Shares
Liberty Star Uranium & Metals Corp.
Common Stock
This prospectus relates to the possible resale or other disposition, from time to time, of up to 8,490,660 shares of our common stock issuable upon exercise of a Warrant (the “Warrant”) to purchase shares of Liberty Star Uranium & Metals Corp., which we refer to as the “Company”, “we” or “us”, held by Triton Funds, LP, a Delaware Limited Partnership, the Selling Stockholder named in this prospectus or in supplements to this prospectus, or its permitted assignees. See Selling Stockholder below. We are registering the applicable shares of our common stock to allow the Selling Stockholder, or its permitted assignees, Selling Stockholder to sell the shares of common stock pursuant to the registration statement of which this prospectus forms a part. The registration of the shares of our common stock covered by this prospectus does not necessarily mean that any shares of our common stock will be sold by the Selling Stockholder, and we cannot predict when or in what amounts the Selling Stockholder may sell any of our shares of common stock offered by this prospectus. The prices at which a Selling Stockholder may sell the shares of our common stock will be determined by prevailing market prices or at prices that may be obtained in negotiated transactions.
We are not selling any shares of our common stock under this prospectus and will not receive any cash proceeds from any sale or disposition by the Selling Stockholder of the shares of our common stock covered by this prospectus and any prospectus supplement. However, in the event the Warrant is exercised in whole or in part for cash, we will receive cash proceeds from any such exercise in an amount equal to the applicable exercise price of the Warrant at the time of exercise. After acquisition of shares through exercise of the Warrant, the Selling Stockholder may offer and sell the shares in a variety of transactions as described under the heading “Plan of Distribution”, below, including directly or through one or more underwriters, broker-dealers or agents on terms to be determined at the time of sale. We have no basis for estimating either the number of shares of our common stock that will ultimately be acquired through exercise of the Warrant or thereafter sold by the Selling Stockholder, or the prices at which the Warrant will be exercised or such shares will be sold.
We are bearing all of the expenses in connection with the registration of the shares of common stock, but all selling expenses incurred by the Selling Stockholder, including commissions and discounts, if any, attributable to the sale or disposition of the shares will be borne by them.
The Selling Stockholder is an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
Our common stock is quoted on the OTCQB under the symbol “LBSR”. On September 26, 2025, the closing price of our common stock on the OTCQB was $0.06 per share.
Investing in our common stock involves a high degree of risk. You should carefully review the “Risk Factors” beginning on page 4 before making any decision to invest in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful, complete or adequate. Any representation to the contrary is a criminal offense.
The date of this prospectus is September 26, 2025
Table of Contents
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ABOUT THIS PROSPECTUS
You should rely only on the information that we have provided in this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus and any applicable prospectus supplement. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus and any applicable prospectus supplement is accurate only as of the date on the front of the document, regardless of the time of delivery of this prospectus, any applicable prospectus supplement, or any sale of a security.
This prospectus relates to the potential resale by the Selling Stockholder of up to 8,490,660 shares of our common stock acquired following any exercise of its Warrant to purchase shares of our common stock. Under the terms of the Warrant, the Selling Stockholder is entitled to purchase up to $1,000,000 in value of shares of our common stock at any time during the five year period which commenced on August 20, 2021 and ends on August 20, 2026; provided, however, that the Warrant may only be exercised in whole or in part at any time that the market capitalization of the Company, based upon its then current issued and outstanding shares, equals or exceeds $20,000,000.
The exercise price of the Warrant is adjustable and is calculated by dividing an assigned valuation cap of $20,000,000 by the number of shares of our common stock issued and outstanding at the time of exercise. Because of the way the Warrant exercise price is calculated, any increase in the number of currently issued and outstanding shares of the Company’s common stock results in an automatic decrease in the exercise price of the Warrant, and a corresponding automatic increase in the number of shares issuable upon any such exercise.
The Company previously registered up to 2,490,660 shares of its common stock for potential resale by the Selling Shareholder following exercise of its Warrant and as of the date hereof, none of such shares have been sold. However, since the effective date of the previous registration statement, the Company has revised its estimate of the maximum number of shares which may be issuable to the Selling Shareholder upon exercise of its Warrant. As a result, the Company has elected to file this registration statement as both Post-Effective Amendment No. 1 to its previously filed registration statement and to register an additional 6,000,000 shares for potential resale by the Selling Shareholder following exercise of its Warrant. However, in view of the adjustable nature of Warrant, it may ultimately be exercised for more or less than the number of shares included in the registration statements filed by the Company.
Selling Stockholder
As used in this prospectus, the terms “we,” “us,” “our,” the “Company” and “Liberty Star” means Liberty Star Uranium & Metals Corp., a Nevada corporation, and our subsidiaries, Hay Mountain Holdings, LLC, an Arizona limited liability company, Earp Ridge Mines LLC, an Arizona limited liability company, & Red Rock Mines LLC, an Arizona limited liability company, unless otherwise indicated. All dollar amounts refer to U.S. dollars unless otherwise indicated.
In addition:
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; | |
| ● | “SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and | |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended. |
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock and you should carefully read this entire prospectus, including our financial statements and the related notes and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each case included elsewhere in this prospectus.
The Warrant
On August 20, 2021, we entered into a $1,000,000 Common Stock Purchase Agreement (the “Purchase Agreement”) and a $1,000,000 Warrant Agreement (the “Warrant Agreement,” together “the Agreements”) with TRITON FUNDS, LP, a Delaware Limited Partnership (“Triton” or the “Selling Stockholder”).
Under the Common Stock Purchase Agreement, the Company had a “put” right pursuant to which it could require Triton to purchase a total of up to $1,000,000 of its common stock. As of the date of this Registration Statement, the Common Stock Purchase Agreement has expired, and a total of 1,920,000 shares of common stock have been sold thereunder.
Under the Common Stock Purchase Warrant (the “Warrant”), Triton has the right to purchase up to $1,000,000 in value of our common stock (the “Warrant Value”) over a period of 5 years beginning August 20, 2021, and ending August 20, 2026. The Warrant may only be exercised in whole or in part at any time that the market capitalization of the Company, based upon its then current issued and outstanding shares, equals or exceeds $20,000,000, and the exercise price payable by Triton under the Warrant Agreement for each share of common stock is calculated by assigning a $20,000,000 market valuation (the “Fixed Market Capitalization”) to the Company and dividing that valuation by the number of issued and outstanding shares of the Company on the date of exercise. Because of the way the Warrant exercise price is calculated, any increase in the number of currently issued and outstanding shares of the Company’s common stock results in an automatic decrease in the exercise price of the Warrant, and a corresponding automatic increase in the number of shares issuable upon any such exercise.
This Offering
This Offering
The Company has estimated that the maximum number of shares which could reasonably be expected to be issuable to the Selling Stockholder upon exercise of the Warrant is approximately 8,490,660. The Company previously registered a total of up to 2,490,660 for potential resale by the Selling Shareholder following exercise of its Warrant, and the purpose of this registration statement is to register up to 6,000,000 additional shares for potential resale by the Selling Stockholder following any exercise of its Warrant. Accordingly, pursuant to this registration statement and its previously filed registration statement, the Selling Stockholder may sell up to 8,490,660 shares of our common stock following its purchase of such shares through exercise of its Warrant.
We will not receive any proceeds from the sale of shares of our common stock by the Selling Stockholder, but. will receive up to $1 million in proceeds from its exercise of the Warrant. We will pay for expenses of this offering, except that the Selling Stockholder will pay any broker discounts, commissions, or equivalent expenses and expenses of its legal counsel applicable to the sale of its shares.
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Our Business
We were formerly Liberty Star Gold Corp. and formerly Titanium Intelligence, Inc. Titanium Intelligence, Inc. was incorporated on August 20, 2001, under the laws of the State of Nevada, as a mineral properties acquisition and exploration company. Big Chunk Corp. was our wholly owned subsidiary and was incorporated on December 14, 2003 in the State of Alaska. Big Chunk Corp. was engaged in the acquisition and exploration of mineral properties business in the State of Alaska. Redwall Drilling Inc. was our wholly owned subsidiary and was incorporated on August 31, 2007 in the State of Arizona. Redwall Drilling Inc. performed drilling services on the Company’s mineral properties. Redwall Drilling Inc. ceased drilling activities in July 2008 and was dissolved on March 30, 2010. In April 2007, we changed our name to Liberty Star Uranium & Metals Corp. to reflect our current business of general exploration for base and precious metals. We are currently in the exploration phase of operations and have not generated any revenues from operations. A more detailed discussion of this technology and its anticipated benefits is provided under the section “Description of Business.”
Our common stock is traded over-the-counter on the OTCQB under the ticker symbol “LBSR.”
The principal offices of our company are located at 2 E. Congress St. Ste. 900, Tucson, Arizona 85701. Our telephone number is (520) 561-7033.
Summary of Financial Data
The following information represents selected audited financial information for the Company for the years ended January 31, 2025 and 2024 and selected unaudited financial information for the Company for the six month periods ended July 31, 2025 and 2024. The summarized financial information presented below is derived from and should be read in conjunction with our audited and unaudited financial statements, as applicable, including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 27 of this prospectus.
Statements of Operations Data | Six Month Period Ended July 31, 2025 | Six Month Period Ended July 31, 2024, | Year Ended January 31, 2025 | Year Ended January 31, 2024 | ||||||||||||
| Revenue | Nil | Nil | Nil | Nil | ||||||||||||
| Net Operating Expenses | $ | 388,902 | $ | 938,145 | $ | 1,698,529 | $ | 1,540,270 | ||||||||
| Net Income (Loss) | $ | (554,844 | ) | $ | 1,460,526 | $ | 2,122,189 | $ | (4,080,258 | ) | ||||||
| Basic Net Income (Loss) per Share | $ | (0.01 | ) | $ | 0.03 | $ | 0.04 | $ | (0.13 | ) | ||||||
| Diluted Net Income (Loss) per Share | $ | (0.01 | ) | $ | 0.02 | $ | 0.03 | $ | (0.13 | ) | ||||||
| Balance Sheets Data | As of July 31, 2025 | As of January 31, 2025 | As of January 31, 2024 | |||||||||
| Cash and Cash Equivalents | $ | 313,543 | $ | 20,962 | $ | 72,099 | ||||||
| Working Capital (Deficit) | $ | (778,760 | ) | $ | (1,652,732 | ) | $ | (3,048,043 | ) | |||
| Total Assets | $ | 364,942 | $ | 49,955 | $ | 104,099 | ||||||
| Total Liabilities | $ | 1,168,162 | $ | 1,723,912 | $ | 3,166,898 | ||||||
| Total Stockholders’ Deficit | $ | (803,220 | ) | $ | (1,673,957 | ) | $ | (3,062,799 | ) | |||
| Accumulated Deficit | $ | (59,916,140 | ) | $ | (59,361,296 | ) | $ | (61,483,485 | ) | |||
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RISK FACTORS
Investing in our common stock involves a high degree of risk. You should not invest in our stock unless you are able to bear the complete loss of your investment. You should carefully consider the risks described below, as well as other information provided to you in this prospectus, including information in this prospectus entitled “Forward-Looking Statements” before making an investment decision. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected, the value of our common stock could decline, and you may lose all or part of your investment.
Risks Related to Our Company and Our Business
Our businesses may be materially adversely affected by the recent coronavirus (COVID-19) outbreak or the related market decline and volatility.
On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis that is adversely affecting the economies and financial markets worldwide, including the business which we operate and own. The recent market decline and volatility in connection with the COVID-19 pandemic could also materially and adversely affect any future potential acquisitions. Furthermore, with restrictions on travel, the limited ability to have meetings with personnel, vendors and services providers are expected to have an adverse effect on our businesses. The extent to which COVID-19 impacts our businesses will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our operations may be materially adversely affected.
Because of the nature of the exploration of natural resource properties, there is substantial risk that this business will fail.
There is no assurance that any of the claims we explore or acquire will contain commercially exploitable reserves of minerals. Exploration for natural resources is a venture involving substantial risk. Hazards such as unusual or unexpected geological formations and other conditions often result in unsuccessful exploration efforts. We may also become subject to significant liability for pollution or hazards, which we cannot insure or which we may elect not to insure. There is substantial risk that our business will fail.
If we cannot compete successfully for financing and for qualified managerial and technical employees, our exploration program may suffer.
Our competition in the mining industry includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional financing on terms we consider acceptable because investors may choose to invest in our competitors instead of investing in us. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. Our success will be largely dependent on our ability to hire and retain highly qualified personnel. These individuals are in high demand and we may not be able to attract the personnel we need. We may not be able to afford the high salaries and fees demanded by qualified personnel or may lose such employees after they are hired. If we are unable to successfully compete for financing or for qualified employees, our exploration program may be slowed down or suspended.
Exploration and exploitation activities are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated, causing an adverse effect on our company.
Exploration and exploitation activities are subject to federal, state, and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. Exploration and exploitation activities are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.
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Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental and other legal standards imposed by federal, state, or local authorities may be changed, and any such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Any laws, regulations or policies of any government body or regulatory agency may be changed, applied or interpreted in a manner which will alter and negatively affect our ability to carry on our business.
There are no known reserves of minerals on our mineral claims, and we cannot guarantee that we will find any commercial quantities of minerals.
We have not found any mineral reserves on our claims and there can be no assurance that any of our mineral claims contain commercial quantities of any minerals. Even if we identify commercial quantities of minerals in any of our claims, there can be no assurance that we will be able to exploit the reserves or, if we are able to exploit them, that we will do so on a profitable basis. Any such efforts will require financing, which we may not be able to arrange.
Because the probability of an individual prospect ever having reserves is extremely remote, any funds spent on exploration may be lost.
The probability of an individual prospect ever having reserves is extremely remote. In all probability, our properties may not contain any reserves. As such, any funds spent on exploration may be lost, which would most likely result in a loss of your investment.
We have a limited operating history and as a result there is no assurance we can operate on a profitable basis.
We have a limited operating history and must be considered in the exploration stage. Our operations will be subject to all the risks inherent in the establishment of an exploration stage enterprise and the uncertainties arising from the absence of a significant operating history. Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such enterprises, especially those with a limited operating history. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations of rock or land and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration or cease operations. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations. No assurance can be given that we will ever operate on a profitable basis.
If we do not obtain additional financing, our business will fail and our investors could lose their investment.
We had cash and cash equivalents in the amount of $8,251 and a working capital deficit of $4,595,512 as of July 31, 2024. We currently do not generate revenue from our operations. Our business plan calls for substantial investment and cost in connection with the acquisition and exploration of our mineral properties currently under lease and option. Any direct acquisition of any of the claims under lease or option is subject to our ability to obtain the financing necessary for us to fund and carry out exploration programs on the subject properties. The requirements are substantial. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable. Obtaining additional financing would be subject to a number of factors, including market prices for minerals, investor acceptance of our properties, contractual restrictions on our ability to enter into further financing arrangements, and investor sentiment. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us and our business could fail.
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Because there is no assurance that we will generate revenues, we face a high risk of business failure.
We have not earned any revenue and have never been profitable. We do not have an ownership interest in any revenue generating properties. We were incorporated in 2001 and took over our current business in 2004. To date, we have been involved primarily in organizational and exploration activities. We will incur substantial operating and exploration expenditures without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We have limited operating history upon which an evaluation of our future success or failure can be made. We recognize that if we are unable to generate significant revenues from our activities, we will not be able to earn profits or continue operations. Based upon current plans, we also expect to incur significant operating losses in the future. We cannot guarantee that we will be successful in raising capital to fund these operating losses or generate revenues in the future. We can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail and our investors could lose their investment.
Our independent registered public accounting firm’s report states that there is a substantial doubt about our ability to continue as a going concern.
Our independent registered public accounting firm, M&K CPAS, PLLC, stated in its audit report attached to our audited financial statements for the fiscal year ended January 31, 2025 that since we have suffered recurring losses from operations, require additional funds for further exploratory activity prior to attaining a revenue generating status, and we may not find sufficient ore reserves to be commercially mined, there is a substantial doubt about our ability to continue as a going concern.
The existence of our mining claims depends on our ability to fund exploratory activity or to pay fees.
Our mining claims, which are the central part of our business, require that we either pay fees, or incur certain minimum development costs annually, or the claims will be forfeited. Due to our current financial situation, we may not be able to meet these obligations and we could therefore lose our claims. This would impair our ability to raise capital and would negatively impact the value of our company.
Risks Related to Our Common Stock
Because we will likely issue additional shares of our common stock, investment in our company could be subject to substantial dilution.
Investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue 149,500,000 shares of common stock, $0.00001 par value per share. As of July 31, 2025, there were 70,348,449 shares of our common stock issued and outstanding. We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock pursuant to the terms of an Equity Financing Agreement we recently entered into with GHS Investments, LLC, a Nevada limited liability company. Subject to the terms and conditions set forth in the Equity Financing Agreement, we have the right to require GHS to purchase up to $10,000,000 in value of shares of our common stock during the 24 month period commencing October __, 2024. The sale of our shares pursuant to the Equity Financing Agreement will have a dilutive impact on our stockholders. We believe GHS intends to promptly re-sell any shares we sell to it under the Equity Financing Agreement. Such resales could cause the market price of our Common Shares to decline significantly. Any subsequent sales by us to GHS Investments, LLC, under the Equity Financing Agreement may, to the extent of any such decline, require us to issue a greater number of shares to GHS Investments, LLC, in exchange for each dollar of such subsequent sale. Under these circumstances our existing stockholders would experience greater dilution. In addition, any shares sold to GHS under the terms of the Equity Financing Agreement will have the effect of reducing the exercise price of the Warrant. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our company’s common stock could seriously decline in value.
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The sale of our stock under the convertible notes, the Warrant or the Equity Financing Agreement with GHS Investments, LLC, could encourage short sales by third parties, which could contribute to the future decline of our stock price.
In many circumstances, the provision of financing based on the distribution of equity for companies that are quoted on the OTCQB market has the potential to cause a significant downward pressure on the price of common stock. This is especially the case if the shares being placed into the market exceed the market’s ability to take up the increased stock or if we have not performed in such a manner to show that the equity funds raised will grow our business. Such an event could place further downward pressure on the price of our common stock. Regardless of our activities, the opportunity exists for short sellers and others to contribute to the future decline of our stock price. If there are significant short sales of our common stock, the price decline that would result from this activity will cause the share price to decline more, which may cause other stockholders of the stock to sell their shares, thereby contributing to sales of common stock in the market. If there are many more shares of our common stock on the market for sale than the market will absorb, the price of our common shares will likely decline.
The issuance of common stock upon exercise of the Warrant will cause immediate and substantial dilution to existing shareholders.
The issuance of common stock upon exercise of the Warrant either through purchase or through cashless exercise will result in immediate and substantial dilution to the interests of other stockholders since the holder of the Warrant may ultimately receive and sell the full amount of shares issuable in connection with the exercise of such Warrant. Although the Warrant may not be exercised by the holder thereof if such exercise would cause such holder to own more than 4.99% of our outstanding common stock, that restriction does not prevent such holder from exercising some of their holdings, selling those shares, and then exercising the rest of their holdings, while still staying below the 4.99% limit. In this way, the holder could sell more than this limit while never actually holding more shares than the limit allows. If the holder of the Warrant chooses to do this, it will cause substantial dilution to the then holders of our common stock. The availability for public resale of shares of common stock acquired upon exercise of Warrant, as well as any actual resales of these shares, could adversely affect the trading price of our common stock. We cannot predict the size of future issuances of our common stock upon the exercise of the Warrant, or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock upon the exercise of the Warrant, or the perception that such sales could occur, may cause the market price of our common stock to decline.
Trading in our common stock on the OTCQB is limited and sporadic, making it difficult for our stockholders to sell their shares or liquidate their investments.
Our common stock is currently quoted for public trading on the OTCQB. Both the trading price and the trading volume of our common stock have been subject to fluctuations. Both trading prices and trading volume of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and trading volumes previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect both the market price of our common stock and the volume of trading in our shares, regardless of our operating performance which may make it difficult for our stockholders to sell their shares or liquidate their investments in the Company.
Our bylaws contain provisions obligating the Company to indemnify our officers and directors against all costs, charges and expenses incurred by them by reason of being or having been our officers and directors.
Our bylaws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by them, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which they are made parties by reason of their being or having been our directors or officers. We may incur substantial financial obligations in conjunction with our indemnification obligations and there is no assurance we will have the funds necessary to satisfy any such obligations.
Our bylaws were changed on June 22, 2020 to add Class A Shares to deter a take-over of our company.
We amended our bylaws on June 22, 2020 to add Class A shares which have increased voting power of 200 to one per share to deter a hostile take-over of our company, the Company filed a Certificate of Designation with the Secretary of State of Nevada to establish the terms of the Company’s Class A Common Stock (the “Class A Shares”), par value $0.00001 per share, 500,000 shares authorized. The terms of the Class A Shares include 200-1 voting rights in addition to the rights held by common stockholders. Only persons who are current members of the Company’s Board of Directors may own or hold Class A Shares.
We do not pay dividends on any investment in the shares of stock of our company and any gain on an investment in our company needs to come through an increase in our stock’s price.
We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.
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Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.
Our shares as penny stocks, are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which imposes additional sales practice requirements on broker/dealers who sell our company’s securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and furnishing monthly account statements. These rules apply to companies whose shares are not traded on a national stock exchange, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange Commission (the “SEC”). These rules require brokers who sell “penny stocks” to persons other than established customers and “accredited investors” to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in such penny stocks. These rules may discourage or restrict the ability of brokers to sell our shares of common stock and may affect the secondary market for our shares of common stock. These rules could also hamper our ability to raise funds in the primary market for our shares of common stock.
FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.
Environmental regulations mandate, among other things, the maintenance of air and water quality standards, and the rules on land development and reclamation. They also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees. In connection with our current exploration activities or with our prior mining operations, we may incur environmental costs that could have a material adverse effect on our financial condition and results of operations. Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy.
Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations, including operations conducted by other mining companies many years ago at sites located on properties that we currently own or formerly owned. These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions. We cannot assure you that any such law, regulation, enforcement or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.
Our future operations may face substantial regulation of health and safety.
Mining operations are subject to extensive and complex laws and regulations governing worker health and safety across our operating regions and our failure to comply with applicable legal requirements can result in substantial penalties. Future changes in applicable laws, regulations, permits and approvals or changes in their enforcement or regulatory interpretation could substantially increase costs to achieve compliance, lead to the revocation of existing or future exploration or mining rights or otherwise have an adverse impact on our results of operations and financial position.
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Mines are inspected on a regular basis by government regulators who may issue citations and orders when they believe a violation has occurred under local mining regulations. If inspections result in an alleged violation, we may be subject to fines, penalties or sanctions and our mining operations could be subject to temporary or extended closures.
In addition to potential government restrictions and regulatory fines, penalties or sanctions, our ability to operate (including the effect of any impact on our workforce) and thus, our potential results of future operations and our financial position (including because of potential related fines and sanctions), could be adversely affected by accidents, injuries, fatalities or events detrimental (or perceived to be detrimental) to the health and safety of our employees, the environment or the communities in which we operate.
Mining operations are subject to extensive environmental laws and regulations.
Our exploration, development, mining and processing operations are subject to extensive laws and regulations governing land use and the protection of the environment, which generally apply to air and water quality, protection of endangered, protected or other specified species, hazardous waste management and reclamation. We have made, and expect to make in the future, significant expenditures to comply with such laws and regulations. Compliance with these laws and regulations imposes substantial costs and burdens, and can cause delays in obtaining, or failure to obtain, government permits and approvals which may adversely impact our closure processes and operations.
Increased global attention or regulation of consumption of water by industrial activities, as well as water quality discharge, and on restricting or prohibiting the use of cyanide and other hazardous substances in processing activities could similarly have an adverse impact on our results of operations and financial position due to increased compliance and input costs.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “intend,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, including the risks in the section entitled “Risk Factors,” uncertainties and other factors, which may cause our company’s or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of our common stock by the Selling Stockholder, however, we will receive proceeds of up to $1,000,000 from the exercise of the Warrant pursuant to the Warrant Agreement with Triton, to the extent exercised for cash. If we receive proceeds upon exercise of the Warrant, we will use these proceeds 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, deems to be in the best interest of the Company.
We will pay for expenses of this offering except that the Selling Stockholder will pay any broker discounts or commissions or equivalent expenses and expenses of its legal counsel applicable to the sale of its shares.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain earnings, if any, to finance the growth and development of our business. We do not expect to pay any cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments, provisions of applicable law and other factors the board deems relevant.
DESCRIPTION OF WARRANT
On August 20, 2021, we entered into a $1,000,000 Common Stock Purchase Agreement and a $1,000,000 Warrant Agreement with Triton Funds, LP, a Delaware Limited Partnership.
Under the Common Stock Purchase Agreement, the Company had a “put” right pursuant to which it could require Triton to purchase a total of up to $1,000,000 of its common stock. As of the date of this Registration Statement, the Common Stock Purchase Agreement has expired, and a total of 1,920,000 of shares of common stock have been sold thereunder.
Under the Common Stock Purchase Warrant (the “Warrant”), Triton has the right to purchase up to $1,000,000 in value of our common stock (the “Warrant Value”) over a period of 5 years beginning August 20, 2021, and ending August 20, 2026. The Warrant may only be exercised in whole or in part at any time that the market capitalization of the Company, based upon its then current issued and outstanding shares, equals or exceeds $20,000,000, and the exercise price payable by Triton under the Warrant Agreement for each share of common stock is calculated by assigning a $20,000,000 market valuation (the “Fixed Market Capitalization”) to the Company and dividing that valuation by the number of issued and outstanding shares of the Company on the date of exercise. Because of the way the Warrant exercise price is calculated, any increase in the number of currently issued and outstanding shares of the Company’s common stock results in an automatic decrease in the exercise price of the Warrant, and a corresponding automatic increase in the number of shares issuable upon any such exercise.
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If, at any time during the exercise period, there is no effective registration statement of the Company covering the shares of common stock issuable upon exercise of the Warrants, Triton may elect to receive warrant shares pursuant to a cashless exercise, in lieu of a cash exercise (the “Warrant Shares”), according to the following formula:
X = Y (A-B)
A
Where X is the number of shares to be issued to Triton, Y is the number of Warrant Shares that Triton elects to purchase, A is the Market Price (defined below), and B is the Exercise Price (defined below). “Market Price” means the highest traded price of our common stock during the 30 trading days prior to the date of the applicable exercise notice. “Exercise Price” means $20,000,000 divided by our then current outstanding common stock share count on the prior business day. Triton’s beneficial ownership (as calculated and determined in Section 13(d) of the Exchange Act) of the Warrant Shares shall not exceed 4.99% of the total number of outstanding shares of the Company’s common stock immediately after giving effect to the issuance of the Warrant Shares.
SELLING STOCKHOLDER
The shares of common stock being offered by the Selling Stockholder are those issuable upon exercise of the Warrant. For additional information regarding the Warrant, see “Description of Warrant” above. We are registering the shares of common stock in order to permit the Selling Stockholder to offer the shares for resale or other disposition from time to time.
Under the rules of the SEC, beneficial ownership includes shares over which the indicated beneficial owner exercises voting or investment power. Beneficial ownership is determined under Section 13(d) of the Exchange Act, and generally includes voting or investment power with respect to securities, including any securities that grant the selling stockholders the right to acquire common stock within 60 days of July 31, 2024 (the “Date of Determination”). We believe that the Selling Stockholder has sole voting and investment power with respect to all shares beneficially owned. To our knowledge, the Selling Stockholder is not affiliated with a broker-dealer registered under the Exchange Act.
The shares may be sold by the Selling Stockholder, or by its permitted assignees. The information regarding shares beneficially owned after this offering assumes the sale of all shares offered by the Selling Stockholder in this prospectus. The Selling Stockholder may sell less than all of the shares listed in the table. In addition, the shares listed below may be sold pursuant to this prospectus or in privately negotiated transactions. Accordingly, we cannot estimate the number of shares the Selling Stockholder will sell under this prospectus.
The Selling Stockholder has not held any position or office or had any other material relationship with us or any of our predecessors or affiliates within the past three years, other than beneficial ownership of the shares described in the table below and as set forth below under “Transactions with Selling Stockholder”.
The table below lists information regarding the beneficial ownership of the shares of common stock by the Selling Stockholder.
The Selling Stockholder may have sold, transferred or otherwise disposed of some or all of the shares of our common stock listed below in exempt or registered transactions since the date on which the information below was provided to us and may in the future sell, transfer or otherwise dispose of some or all of the shares in private placement transactions exempt from, or not subject to the registration requirements of, the Securities Act. We have assumed for purposes of the table below that the Selling Stockholder will sell all of the common stock being offered hereby pursuant to this prospectus.
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Information about the Selling Stockholder may change from time to time, including by addition of information regarding permitted assignees of the Selling Stockholders, and if necessary, we will supplement this prospectus accordingly.
| Number of | ||||||||||||||||||||
| Number of Shares of | Shares of | |||||||||||||||||||
| Common Stock Beneficially | Common | Beneficial Ownership of | ||||||||||||||||||
| Owned Prior to this | Stock | Common Stock After this | ||||||||||||||||||
| Offering (1)(2) | Being | Offering (2) | ||||||||||||||||||
| Name of Selling Stockholder | Number | Percentage | Offered | Number | Percentage | |||||||||||||||
| Triton Funds, LP (3) | 0.00 | (4) | 0.00 | % | 5,617,978 | nil | * | % | ||||||||||||
(1) “Beneficial ownership” means that a person, directly or indirectly, has or shares voting or investment power with respect to a security or has the right to acquire such power within 60 days. The number of shares beneficially owned is as of the Date of Determination, and the percentage is based upon 76,985,744 shares of our common stock outstanding as of the Date of Determination.
(2) Assumes for purposes of the “Beneficial Ownership of Common Stock After this Offering” that (i) all of the shares of common stock to be registered by the registration statement of which this prospectus is a part are sold in this offering and (ii) the Selling Stockholder does not acquire additional shares of our common stock after the date of this prospectus and prior to completion of this offering. The registration of this offering of shares does not necessarily mean that the Selling Stockholder will sell all or any portion of the shares covered by this prospectus.
(3) Alan Ochoa, has the voting and dispositive power over the shares owned by Triton
(4) The Warrants are subject to a 4.99% beneficial ownership conversion limitation and the number of shares represents 4.99% of the Company’s outstanding shares of common stock following the exercise of a portion of the Warrants as of the Date of Determination.
Transactions with Selling Stockholder
None
PLAN OF DISTRIBUTION
The Selling Stockholder may, from time to time, sell any or all of shares of our common stock covered hereby on the OTC Markets Group’s OTCQB or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. The Selling Stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| ● | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; | |
| ● | privately negotiated transactions; | |
| ● | in transactions through broker-dealers that agree with the selling stockholder to sell a specified number of such securities at a stipulated price per security; |
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| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | |
| ● | a combination of any such methods of sale; or | |
| ● | any other method permitted pursuant to applicable law. |
The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Because the Selling Stockholder is deemed to be an “underwriter” within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Stockholder has advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the Shares by the Selling Stockholder.
Triton has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of the common stock that it may purchase from us through exercise of the Warrant. . Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Triton has informed us that each such broker-dealer will receive commissions from Triton that will not exceed customary brokerage commissions.
Brokers, dealers, underwriters or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from the Selling Stockholder and/or purchasers of our common stock for whom the broker-dealers may act as agent. The compensation paid to a particular broker-dealer may be less than or in excess of customary commissions. Neither we nor Triton can presently estimate the amount of compensation that any agent will receive.
Broker-dealers engaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
We know of no existing arrangements between Triton or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters or dealers and any compensation from the Selling Stockholder and any other required information.
We will pay the expenses incident to the registration for resale of shares acquired by Triton through exercise of its Warrant. We have agreed to indemnify Triton and certain other persons against certain liabilities in connection with the offering of Shares, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Triton has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Triton specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.
In connection with the sale of the securities or interests herein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholder may also sell securities short and deliver these securities to close out its short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
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The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Securities Exchange Act of 1934 (the “Exchange Act”), any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholder and will inform it of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). All of the foregoing may affect the marketability of the securities offered by this prospectus.
DESCRIPTION OF SECURITIES
Capital Stock
We are authorized to issue 150,000,000 shares of common stock, $0.00001 par value per share, of which 500,000 of the common shares are designated Class A Common Stock.
Common Stock
As of September 29, 2025, 76,985,744 shares of common stock are issued and outstanding.
The holders of our common stock are entitled to one vote for each share held of record on all matters to be acted upon by the stockholders and have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion right and there are no redemption or sinking fund provisions or rights.
All shares of common stock now outstanding are fully paid for and non-assessable. We refer you to our articles of incorporation, bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities.
500,000 shares of our Class A common stock are held by our Chairman of the Board, Peter O’Heeron. Each Class A share is entitled to 200 votes on all matters to be acted upon by the stockholders. All other Class A common stock rights are equal to that of our common stock. The holder of our Class A common stock are entitled to a majority of the total votes entitled to vote on all matters to be acted upon by the stockholders.
INTEREST OF NAMED EXPERTS AND COUNSEL
The financial statements of our company included in this prospectus for the years ended January 31, 2025 and 2024, have been audited by M&K CPAS, PLLC and Turner Stone & Company, respectively, to the extent and for the period set forth in their report (which contains an explanatory paragraph regarding our ability to continue as a going concern) appearing elsewhere in the prospectus, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
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Frascona, Joiner, Goodman & Greenstein, P.C. has provided us with an opinion on the validity of the shares of our common stock being offered pursuant to this prospectus.
No expert named in the registration statement of which this prospectus forms a part as having prepared or certified any part thereof (or is named as having prepared or certified a report or valuation for use in connection with such registration statement) or counsel named in this prospectus as having given an opinion upon the validity of the securities being offered pursuant to this prospectus or upon other legal matters in connection with the registration or offering such securities was employed for such purpose on a contingency basis. Also, at the time of such preparation, certification or opinion or at any time thereafter, through the date of effectiveness of such registration statement or that part of such registration statement to which such preparation, certification or opinion relates, no such person had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
DESCRIPTION OF BUSINESS
Business development
Liberty Star Uranium & Metals Corp. (the “Company”, “we” or “Liberty Star”) was formerly Liberty Star Gold Corp. and formerly Titanium Intelligence, Inc. (“Titanium”). Titanium was incorporated on August 20, 2001 under the laws of the State of Nevada. On February 5, 2004, we commenced operations in the acquisition and exploration of mineral properties business. In April 2007, we changed our name to Liberty Star Uranium & Metals Corp. Hay Mountain Holdings, LLC, (formerly known as Hay Mountain Super Project LLC) our wholly owned subsidiary, serves as the primary holding company for development of the potential ore bodies encompassed in the Hay Mountain area of interest in Arizona. In April 2019, we formed the first company intended for engagement with future venture partners named Earp Ridge Mines LLC. On August 13, 2020, the Company formed Red Rock Mines, LLC (“Red Rock”), an Arizona corporation, as a wholly-owned subsidiary of Hay Mountain Holdings, LLC. We are in the exploration phase of operations and have not generated any revenues from operations.
Our current business
We are engaged in the acquisition and exploration of mineral properties in the state of Arizona and the Southwest USA. Claims in the state of Arizona are held in the name of Liberty Star. We use the term “Super Project” to indicate a project in which numerous mineral targets have been identified, any one or more of which could potentially contain commercially viable quantities of minerals. Our significant projects are described below.
Tombstone Super Project (“Tombstone”): Tombstone is located in Cochise County, Arizona and covers the Tombstone caldera and its environs. Within the Tombstone caldera is the Hay Mountain target and Red Rock Canyon target. We are concentrating our work at Red Rock Canyon at this time. We plan to ascertain whether the Tombstone, Hay Mountain claims possess commercially viable deposits of copper, molybdenum, gold, silver, lead, zinc, manganese and other metals including Rare Earth Elements (REE’s). We have not identified any ore reserves to date, although we have identified areas which are material of economic interest.
Title to mineral claims involves certain inherent risks due to difficulties in determining the validity of certain claims, as well as potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. We have investigated title to all the Company’s mineral properties and, to the best of its knowledge, titles to all properties retained are in good standing.
The mineral resource business generally consists of three stages: exploration, development and production. Mineral resource companies that are in the exploration stage have not yet found mineral resources in commercially exploitable quantities and are engaged in exploring land in an effort to discover them. Mineral resource companies that have located a mineral resource in commercially exploitable quantities and are preparing to extract that resource are in the development stage, while those engaged in the extraction of a known mineral resource are in the production stage. We have not found any mineral resources in commercially exploitable quantities.
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There is no assurance that a commercially viable mineral deposit exists on any of our properties, and further exploration is required before we can evaluate whether any exist and, if so, whether it would be economically feasible to develop or exploit those resources. Even if we complete our current exploration program and we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering studies before we could know whether that mineral deposit “material of economic interest” will constitute a commercially viable mineral deposit, known as an “ore reserve.”
To date, we have not generated any revenue. Our ability to pursue our business plan and generate revenues is subject to our ability to obtain additional financing, and we cannot give any assurance that we will be able to do so.
The extent to which the coronavirus disease (“COVID-19”) impacts our businesses will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our operations may be materially adversely affected.
Competition
We are a mineral resource company engaged in the business of mineral exploration. We compete with other mineral resource exploration companies for financing from a limited number of investors that are prepared to make investments in mineral resource exploration companies. The presence of competing mineral resource exploration companies may impact our ability to raise additional capital in order to fund our property acquisitions and exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.
We also compete for mineral properties of merit with other exploration companies. Competition could reduce the availability of properties of merit or increase the cost of acquiring additional mineral properties.
Many of the resource exploration companies with whom we compete may have greater financial and technical resources than we have. Accordingly, these competitors may be able to spend greater amounts on acquisitions of properties of merit and on exploration of their properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of resource properties. This competition could result in our competitors having resource properties of greater quality and interest to prospective investors who may finance additional exploration and to senior exploration companies that may purchase resource properties or enter into joint venture agreements with junior exploration companies. This competition could adversely impact our ability to finance property acquisitions and further exploration.
Compliance with Government Regulation
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the State of Arizona and all other States in which we plan to operate.
We are required to pay annual rentals for our federal lode mining claims for the Tombstone project in the State of Arizona. The rental period begins at noon on September 1st through the following September 1st and rental payments are due by the first day of the rental period. As listed on the Bureau of Land Management (BLM) web site, new claims located on or after September 1, 2024 cost $274 each which includes processing, location, and maintenance fees. The annual rentals are $200 per claim after the first year. The rentals due by September 1, 2025 for the period from September 1, 2025 through September 1, 2026 of $18,600 have been paid. All rentals during the year ended January 31, 2025 have been paid.
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We are required to pay annual rentals for our Arizona State Land Department Mineral Exploration Permits (“AZ MEP”) at our Tombstone Hay Mountain project in the State of Arizona. AZ MEP permits cost $500 per permit per year in non-refundable filing fees and are valid for 1 year and renewable for up to 5 years. The rental fee is $2.00 per acre for the first year, which includes the second year, and $1.00 per acre per year for years three through five. The minimum work expenditure requirements are $10 per acre per year for years one and two and $20 per acre per year for years three through five. If the minimum work expenditure requirement is not met the applicant can pay an equal amount in fees to the Arizona State Land Department to keep the AZ MEP permits current. The rental period begins on the date of acceptance for each permit. Rental payments are due by the first day of the rental period. We hold AZ MEP permits for 12,878.18 acres at our Tombstone project. We plan to pay filing and rental fees for our AZ MEPs before their respective due dates in the amount of $34,054.29. All fees and expenditures due during the year ended January 31, 2025 have been paid.
With respect to the foregoing properties, additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposed exploration program. The amount of these costs is not known at this time as we do not know the size, quality of any resource or reserve at this time, and it is extremely difficult to assess the impact of any capital expenditures on earnings or our competitive position.
Personnel
The Board elected Pete O’Heeron as Chairman of the Board. We also employ one full-time CFO who is also our VP of Finance, and Interim CEO, one full time Geo-tech, who is also our VP of Field Operations, one Investor Relations Representative and one consultant CPA on a as needed basis. We hire consultants for investor relations, exploration, derivative accounting, and administrative functions also on an as needed basis.
On September 29, 2023, Mr. Gross resigned from his position as President and Chief Executive Officer of the Company. Patricia Madaris, VP Finance and Chief Financial Officer will serve as the Interim Chief Executive Officer.
DESCRIPTION OF PROPERTY
Our offices
Our employees work either from our principal office or from offices maintained in their homes. Our corporate office address is 2 East Congress St. Ste. 900, Tucson, AZ 85701.
We currently rent a storage space for $105 per month in Tombstone, AZ on a month-to-month basis.
We believe that our existing office facilities are adequate for our needs. Should we require additional space in the future, we believe that such space can be secured on commercially reasonable terms.
Our mineral claims
All of the Company’s claims for mineral properties are in good standing as of January 31, 2025.
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Tombstone:
Tombstone is a large and ancient (72 million years before the present – or Laramide in age) volcanic structure – a caldera. The US Geological Survey caldera experts conclude this is correct. Subsequently, more than seventeen calderas of various ages have been identified in Arizona by the US Geological survey, the Arizona Geological Survey, and others. Such calderas of Laramide age are all associated with porphyry alteration and copper and associated mineralization; many of these have become exceptionally large copper mines. Advanced technology has indicated that alteration associated mineralization at Tombstone is much more extensive than originally thought. This alteration lies largely under cover and is indicated by geochemistry, geophysics, and projection of known geology into covered areas.
All the properties summarized below are considered as “Exploration stage properties” under the definition of Item 1300 and are considered “non-material properties.”
All State Mineral Exploration Permits and Federal Lode Mining Claims held by the company are listed below.
LIBERTY STAR
TOMBSTONE-AZ
Federal Unpatented Claims
Claim Names
HM 87-143
TS 168-176
Marco1A-Marco5E
Davis1A-DavisC
Claim Acreage
57 HM Claims- 1095.18 acres
21 Marco Claims- 320 acres
6 Davis Claims- 80 acres
9 TS Claims- 99.5 acres
State Exploration Permits
| MEP # | Acres | Renewal & Rental Due Date | ||
| 08-122642 | 738.4 | 11/24/2024 | ||
| 08-122641 | 375.64 | 11/24/2024 | ||
| 08-122640 | 732.84 | 11/24/2024 | ||
| 08-123953 | 480 | 3/1/2025 | ||
| 08-123952 | 520 | 3/1/2025 | ||
| 08-124392 | 40 | 9/13/2024 | ||
| 08-120017 | 160 | 6/15/2023 | ||
| 08-120018 | 80 | 6/15/2023 | ||
| 08-124526 | 440 | 11/16/2024 | ||
| 08-124527 | 640 | 11/16/2024 | ||
| 08-124529 | 440 | 11/16/2024 | ||
| 08-124530 | 480 | 11/16/2024 | ||
| 08-124531 | 480 | 11/16/2024 | ||
| 08-124528 | 582.83 | 11/16/2024 | ||
| 08-124532 | 240 | 11/16/2024 | ||
| 08-124533 | 370.24 | 11/16/2024 | ||
| 08-121131 | 520 | 11/18/2024 | ||
| 08-121132 | 368.76 | 11/18/2024 | ||
| 08-121133 | 139.9 | 11/18/2024 | ||
| 08-121134 | 280 | 11/18/2024 | ||
| 08-121135 | 639.56 | 11/18/2024 | ||
| 08-121136 | 600 | 11/18/2024 | ||
| 08-121137 | 440 | 11/18/2024 | ||
| 08-121138 | 358.85 | 11/18/2024 | ||
| 08-121139 | 571.25 | 11/18/2024 | ||
| 08-121140 | 439.5 | 11/18/2024 | ||
| 08-121141 | 280 | 11/18/2024 | ||
| 08-121142 | 640 | 11/18/2024 | ||
| 08-121143 | 640 | 11/18/2024 | ||
| 08-121654 | 80 | 9/22/2024 | ||
| 08-123795 | 80.41 | 11/15/2024 |
31State MEP’s totaling
12,878.18 acres
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The Hay Mountain Property is located 6.5 miles southeast of Tombstone where we hold 35 Arizona State Mineral Exploration Permits (MEPs) covering (12,878.18 acres) or 20.12 square miles, and 93 federal lode mining claims covering (1,594.68 acres) or 2.49 square miles and is accessible by Hwy 80, Davis Rd. and Wild West Road.
At Hay Mountain, we plan to ascertain whether the Hay Mountain lode mining claims and AZ MEPs possess commercially viable deposits of copper, gold, molybdenum, silver, zinc, rare earth metals and other valuable metals. We have a phased exploration plan that involves diamond drilling of multiple holes over targets determined by analysis of geochemical sampling and ZTEM electromagnetic and magnetic survey. Initial phase 1 drilling is planned to take approximately one year. Should results indicate the viability of the property, additional phased work, both exploration and development, is planned over the course of seven total years to define the nature and size of any potential ore bodies and move toward mining. Any exploration plans are dependent on acquiring suitable funding. No part of the phased program is currently funded.
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From early December 2023 until 3 March 2024, we drilled the first two holes of our Phase 1 drilling project in the Hay Mountain Property. Hole HM-23-01 was 1500’ deep and hole HM-23-02 was 3437’ deep. The first two holes do not provide a sufficient data set to prepare an estimate of the overall mineral resources under S-K 1300. These holes were designed as a ‘test of concept’ to check the results of the previous geochemical and geophysical work done by us in the past. Hole HM-23-01 was not drilled deep enough to encounter alteration nor mineralization and will be deepened at a future date. Hole HM-23-02 did encounter alteration and mineralization associated with a copper porphyry system, with trace level copper values found in the intrusive rock to 0.1%. Further drilling will be required in this area to begin to understand the scope and source of that mineralization.
Holes 01 and 02 are the first two holes of a much larger phase of planned drilling to be conducted in 2024. A full technical report on the drilling program will be prepared at the conclusion of phase one.
| Hole ID | Collar | Az. | Dip | Depth in ft. | Notes | |||||||||||
| HM-23-01 | E 0595369 N 3500785 | 0 | -90 | 1500 | No mineralization noted. | |||||||||||
| HM-23-02 | E 0596576 N 3500830 | 0 | -90 | 3437 | Minor Cu mineralization from 2228 – 2240. | |||||||||||
UTM Zone 12R. WGS 84.
Geochemical sampling at the Hay Mountain Property: In 2011 and early 2012 we collected nearly 1,800 rock, soil, and vegetation samples over 621 sample sites over approximately 14 square miles centered on the Hay Mountain property. These samples have been assayed for multiple elements generating many volumes of analyses. The samples were prepared by MEG Inc. and have been shipped to ALS Global geochemical analysis lab in Vancouver, British Columbia. Assay results were sent to our Tucson office and all assays were received. Liberty Star continues to collect XRF readings and biogeochemical samples to further define the anomalies at Hay Mountain.
On June 24, 2020, we completed staking an additional 400 acres of Federal Lode Claims contiguous to the Hay Mountain property. This addition to Liberty Star’s mineral claims effectively closes all potential competitors’ opportunity to take a State or Federal mineral interest inside the Company’s contiguous State and Federal mineral estate.
On October 21, 2019, we acquired 13 new Mineral Exploration Permits (MEP’s) for a total of 5,917.82 acres, or 9.25 sq miles bringing our total MEPs at Hay Mountain to 28 and 12,557.77 acres or 19.62 sq miles. This new acquisition represents a nearly 89% increase in Liberty Star lands under permit for mineral exploration activities. These acquisitions not only substantially expand Liberty Star’s continued exploration potential, but also provide resistance to existing competitive pressures. Liberty Star geochemical and geophysical surface studies indicate anomalies consistent with a large, buried porphyry copper body at the primary target with attendant metals including gold, molybdenum, nickel, silver, zinc, lead, and cobalt. See news release: https://www.libertystaruranium.com/2019/10/21/liberty-star-adds-over-9-square-miles-to-the-hay-mountain- property.
In 2019, Liberty Star contracted Pim van Geffen, PhD, PGeo of Vancouver Geochemistry to provide services in the form of validation and interpretation of our biogeochemical data from the Hay Mountain Property. In particular, the quality of the biogeochemical data was assessed regarding its capacity to support the recognition of buried porphyry-copper and related mineralization in the Property area and inform exploration decisions. A written report on the data assessment, including statements on data quality and utility, interpreted maps, and recommendations for the use of the data and data products in furthering exploration efforts on the Hay Mountain Property have been received. Mr. van Geffen’s summary and recommendations are as follows.
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The Hay Mountain biogeochemical data, when corrected for known sources of variance such as plant species and laboratory, provide a valuable layer of information to guide exploration efforts for buried and blind porphyry Cu-Mo systems in the property area. Multi-element, aqua-regia ICP-MS data were provided for 750 vegetation samples from the Hay Mountain property area, of mostly creosote, mesquite, and whitethorn acacia twigs and leaves, and a single specimen of sagebrush. Each element was assessed for its data quality and whether known sources of variance caused notable differences in their distribution. These sources of data bias were levelled out using Z-score normalization. The three main sources of induced non-geochemical variance included plant species, laboratory, and batch number. Whereas the three main plant species and two laboratories have adequate spatial and compositional coverage of each sub-group to apply levelling corrections, atypical values in batch number RE11168965 were excluded from output maps for affected elements. In addition to levelling between labs and species, the Cu response is further enhanced by correcting for root uptake of Mg, an essential nutrient, resulting in better spatial definition of anomalies and structural trends in the regression residuals of Cu against Mg. Some structural trends can be inferred from a combination of the Mo distribution with the orientation of lineaments in Google Earth imagery, which warrants more detailed follow-up in combination with geological and geophysical data. Combinations of variables can be used for target identification and search-space reduction through RGB colour- composite grid maps, e.g., Cu-Mo-K. Additional RGB maps of other combinations can be provided upon request. A species-classification diagram was constructed based on multivariate discriminant analysis, which highlighted 5 potentially mislabeled entries that required verification, 2 of which were confirmed to be mislabeled. It is strongly recommended to use all outputs of this work in combination with all other geospatial data available, including geophysics, surface geology, structural trends, terrain, and field observations, for search-space definition and targeting purposes.
Geologic Mapping: Small scale geologic mapping was performed in the Hay Mountain area by two different U.S. Geological Survey Senior Geologists. The first was by James Gilluly starting in the late 1930s and published in the early 1950’s, as a Professional Paper 281, 1956, and the second by Harold Drewes, published USGS Professional Paper 1144 1981. The Drewes map was a simplified version of the Gilluly map with faults adjusted to Drewes’s interpretation. Both of these mapping projects were regional in nature. Our more detailed mapping indicates that this area has Lower Earp Formation at surface, and we believe that the recently discovered gossan outcrops are lying perhaps 200 to 400 feet above the Earp- Horquilla contact. The Horquilla formation is that from which most of the production from Bisbee has occurred, and in which high grade copper is now being drilled out at Rosemont Camp about 50 miles to the west. Neither Gilluly nor Drewes noticed pervasively fluidized and rounded limestone breccia which covers square miles within the Hay Mountain property and is a typical feature of porphyry copper deposits. We believe perhaps massive copper (chalcopyrite) mineralization will be located in the Horquilla formation 200 to 400 feet below the gossan outcrops in the Earp formation. This analysis plus all of our geochemistry and geophysics is the justification for our currently planned drill program.
On August 16, 2020 we received our July 2020 Field Mapping Report prepared by Geologist Daniel Koning. The new field mapping report was commissioned by Liberty Star to “identify alteration and veining associated with an inferred porphyry copper system at depth, determine the extent of hydrothermal alteration, and comment on the possible timing of mineralization.” Geologist Koning conducted the mapping from July 14th to August 5th, accompanied by Liberty Star Field Ops Manager Jay Crawford and for 3 days. The 50- page report contains over 50 new maps and sample images. In his Hay Mountain Property July 2020 Field Mapping Report, Koning concludes “Type 1 and type 2 veins are…interpreted as fluid escape structures representing the distal and possibly upper expression of a porphyry system at depth. The overall extent of type 1 and type 2 veining across the property could indicate significant skarn and CRD development at depth.” [page 48] He further finds that his work “correlates with the Cu, Mo, and Au biogeochemical anomalies identified by Dr. Pim van Geffen, and the magnetic and ZTEM anomalies identified by Alan King’s 3D model. Because of this, the center of the inferred porphyry system at Hay Mountain is interpreted to be southwest of the Zebra Hills under post-mineral cover.” [page 48]
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ZTEM EM Survey: We requested and received a cost estimate from Geotech of Aurora (Toronto area) Ontario, Canada, which is the only purveyor of this helicopter borne electromagnetic (EM) geophysical method. This geophysical method has the ability to “look down” into the crust of the earth about 2,000 meters (6,600 feet) and detect sulfides and other rock types and structures which may be associated with porphyry copper systems. Test work over known Safford, Arizona porphyry copper deposits along with thousands of verifying drill holes show the geometry of such mineral systems can be determined, thus identifying whether it is a porphyry copper system or some other mineral system. When combined with our geochemical data, we can determine the position of the copper-moly center of the system and design our drill program to efficiently test and define mineralization. We flew ZTEM in July 2013 and the analysis report was received in February 2014. In 2019, a re-interpretation of the ZTEM and the magnetic data with focus on porphyry targets was performed on the basis of more rigorous 3D inversion tools. Based on the 3D ZTEM and the 3D MVI inversion results, Geotech has recommended the following: Integrate the newly obtained results with all available geological, geochemical and drilling info (if available) to better define and prioritize exploration targets; Follow-up with deep-penetrating ground IP and ground TDEM detailed surveys on the 1st priority potential porphyry target Zd1and then the 2nd priority targets Zs1and Zs2 for better definition of their depth and shape; Follow-up with detailed ground MT survey the Zd1target for its investigation at depth; Drill testing of the Zd1target with deep holes should be performed after ground verification with ground geophysics. See news release: https://www.libertystaruranium.com/2019/09/30/liberty-star-hires-geotech-ltd-to-update-hay-mountain-project-ztem-data/
In 2019 Liberty Star contracted Alan King, P.Geo., M.Sc. at Geoscience North to prepare a geophysical review of all the geochemical and geophysical data. Their conclusions and recommendations are- The full 3D Geoscience Analyst (GA) integrated model, which was provided as part of the review, should be used for targeting as there is much more detail and dynamic viewing available in the live 3D model than in the 2D screen captures of the model shown in the report. The new 3D models based on the ZTEM data should be reviewed with respect to the previous ground IP/Res, CSAMT etc. data, which were mentioned in the SRK report. The core anomalous area has complex Magnetic and EM signatures in an area of structural complexity, with associated well defined geochemical anomalies. Drill testing is recommended to test this area. Physical properties such as mag susceptibility, electrical conductivity, density, and IP effect would be helpful for further interpretation. These could be acquired on existing rock samples from the area or on core samples from any new drilling or with in-situ borehole geophysical surveys in any new Drill holes. The main target remains the core geochemical/geophysical anomaly and drill testing of this target is recommended. The combined EM and magnetic models show a thicker tabular conductive feature together with an area of high magnetic/structural complexity in the core of a large magnetic depletion zone, coincident with the core of the geochemical anomalies. See news release: https://www.libertystaruranium.com/2021/01/31/liberty-star-minerals-lbsrtechnical- data-studies-available/
The Tombstone exploration property consists of nine claims that are undeveloped. However, significant amounts of aeromagnetic surveys, IP (Induced Polarization Surveys), geologic mapping by the USGS and others, and geochemical surveys including soil, rock and vegetation sampling have been conducted at various times by various parties, over the last 60 years. When compiled and analyzed these various data suggest a compelling series of anomalies that are typical of buried, dirt and rock covered porphyry copper system(s). Below is a summary of prior exploration activities performed on our Tombstone claims: Technical Report: In mid-March 2011, Liberty Star contracted SRK to prepare three (3) Technical studies and Reports in a form similar to mineral reports prescribed under NI 43-101. Members of SRK’s engineering/scientific staff supervised by a Qualified Person as defined under NI 43-101 and SRK’s Tucson Office Principal Geologist, Corolla Hoag, and geologist Dr. Jan Rasmussen have visited the Tombstone property. This information was combined with historic technical reports going back to 1878 and more recent data up to August 2011 (the date of their reports). The three Technical Reports are entitled: (1) Walnut Creek Exploration Report, Tombstone District, Arizona –August 31, 2011, 147 pages; (2) The Tombstone Caldera South Exploration Report, Tombstone District, Arizona –August 31, 2011, 144 pages; and (3) Hay Mountain Exploration Report, Tombstone District, Arizona – August 31, 2011, 155 pages. These reports covered the entirety of the historic productive area of the Tombstone mines which date to their discovery in 1877. These Technical Reports thoroughly summarize and illustrate the salient geotechnical data of the Tombstone Mining District covering about 250 square miles and present much data in computer map format. In such context, they analyze Liberty Star’s exploration property as related to the entire area and recommend exploration programs for the Company.
Robbers Roost exploration property. On June 15, 2020, we received 2 Mineral Exploration Permits (MEPs) issued by the Arizona State Land Department (ASLD) covering the 240-acre Robbers Roost exploration area. Located approximately 4.5 miles southwest of Tombstone, Arizona, the property is accessible via the paved Charleston Road. The new MEPs are 5.89 miles west of Liberty Star’s Hay Mountain Property for porphyry copper, gold, and molybdenum. While the Robbers Roost MEP area is new to the Company, it has been explored previously by several exploration companies, in the 1970’s and 1990’s, and recently has received significant interest from others operating in the area. Drilling by ASARCO indicates “the presence of a granodioritic porphyry intrusive at depth below the alteration zone. The intrusive is characterized by porphyry copper style alteration and mineralization. [JB Nelson, “Robbers’ Roost Summary Report,” 1995, p. 2 http://docs.azgs.az.gov/SpecColl/2008-01/2008-01- 0103.pdf)
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Red Rock Canyon exploration property. On November 11, 2020, we announced the identification of potentially exploitable gold mineralization in our recently acquired State of Arizona Mineral Exploration Permits (MEPs) contiguous with and immediately north of drill Target 1 in the Company’s Hay Mountain Property. The relevant MEPs are in Township 20, Range 23 East, specifically eight sections 27 through 34 and two additional MEPs, in sections 20 and 21. Preliminary surface exploration on the Red Rock MEPs advanced the Company’s knowledge of the porphyry system signature associated with magnetic highs at, and adjacent to the north of, Target 1, and represent the expansion of biogeochemical, surface rock sampling, and x-ray fluorescence (XRF) work at Target 1 and on the anticipated gold halo likely associated with the indicated porphyry center.
Liberty Star has performed many hours of field work mapping and sampling on our Red Rock Canyon Gold Property. The results of the geochemical sampling indicate the presence of gold mineralization on the property.
Sampling Protocols for all properties
Liberty Star trains all employees/contractors conducting sample collection in the use of a handheld XRF (X-ray Fluorescence analyzer) to record accurate readings of 31 elements including gold, silver copper, molybdenum, uranium, thorium, manganese, and other elements from each in situ sample. The XRF device leads the sampler through a series of dropdown menu windows with various description capabilities and the ability to record a GPS coordinate of the location. Data from the XRF is uploaded to our computer database daily. The X-ray (XRF) is now a recognized and a valuable portable assay tool.
Liberty Star also uses professionally created video training to teach samplers the proper techniques of obtaining a representative sample whether it is soil, rock or vegetation and instruction on avoiding cross contamination between samples. After samples are collected, they are stored in a secure location until they are delivered to a sample preparation lab in Tucson, Arizona operated by ALS Global. ALS Global prepares the samples by crushing, mixing, pulverizing and homogenizing. From each sample submitted, a 200-gram sample is scientifically split for shipment to ALS Global’s main analysis lab in Vancouver, British Columbia. Standards, blanks, and duplicates are added to the sample stream for Quality Assurance Quality Control (QA/QC.) Every) th tenth sample is a QA/QC sample. Once Liberty Star gets the analysis data back from the laboratory, checks for quality assurance and control are made using data from the blanks, standards, and duplicates. The results are sent to Liberty Star by email and a paper copy mailed for verification and as a permanent record.
Mine Safety Disclosures
Under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and under Item 104 of Regulation S-K, promulgated under the Exchange Act, each operator of a coal or other mine is required to include disclosures regarding certain mine safety results in its periodic reports filed with the SEC. The operation of our mine(s) that may be developed in the future would be subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977. We do not own any mines in (or outside of) the United States and as a result, this information is not required.
LEGAL PROCEEDINGS
There are no pending or threatened legal proceedings involving our company. However, from time to time, we may become involved in various legal proceedings that arise in the ordinary course of business. Those claims, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources. We may become involved in material legal proceedings in the future.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is currently quoted on the OTCQB of the OTC Markets under the symbol, “LBSR.” The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks”, as well as volume information. Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated or have little to do with a company’s operations or business prospects.
The following table sets forth the range of high and low closing bid quotations for our common stock for each of the periods indicated as reported by the OTC Markets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| Quarter Ended | High | Low | ||||||
| July 31, 2025 | $ | 0.136 | $ | 0.061 | ||||
| April 30, 2025 | $ | 0.152 | $ | 0.080 | ||||
| January 31, 2025 | $ | 0.188 | $ | 0.085 | ||||
| October 31, 2024 | $ | 0.257 | $ | 0.113 | ||||
| July 31, 2024 | $ | 0.370 | $ | 0.220 | ||||
| April 30, 2024 | $ | 0.800 | $ | 0.310 | ||||
| January 31, 2024 | $ | 0.459 | $ | 0.035 | ||||
| October 31, 2023 | $ | 0.070 | $ | 0.035 | ||||
| July 31, 2023 | $ | 0.080 | $ | 0.041 | ||||
| April 30, 2025 | $ | 0.152 | $ | 0.080 | ||||
Our transfer agent, The Nevada Agency and Transfer Company, of Suite 880 Bank of America, 50 West Liberty Street, Reno, Nevada 89501 (telephone: 775.322.0626; facsimile 775.322.5632) is the registrar and transfer agent for our common stock.
As of September 29, 2025, 76,985,744 shares of our common stock issued and outstanding, with 153 record stockholders. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.
Recent Sales of Unregistered Securities
Class A Shares
On September 19, 2023, the Company entered into an agreement to issue a total of 199,000 shares of its Class A shares to CEO/President Brett Gross. The aggregate consideration paid for the Class A Shares was $9,781. The consideration was paid by offsetting the purchase price against the Company’s note payable of Mr. Gross. On September 29, 2023, Mr. Gross resigned from his position as President and Chief Executive Officer of the Company. Due to the resignation, the Company exchanged 250,000 shares of Class A common stock owned by Mr. Gross into 250,000 shares of common stock.
On September 19, 2023, the Company entered into an agreement to issue a total of 199,000 shares of its Class A shares to Chairman of the Board, Pete O’Heeron for cash proceeds of $9,751.
On November 9, 2024, the Company entered into an agreement to issue a total of 250,000 shares of its Class A shares to Chairman of the Board, Pete O’Heeron for cash proceeds of $9,525.
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Common Stock Issued During the Year Ended January 31, 2025
On August 5, 2024, the Company entered into a twelve-month stock compensation and subscription agreement with an investor relations firm that includes the issuance of 225,000 shares of restricted common stock with a fair value of $45,000.
During the year ended January 31, 2025, the Investor purchased 1,122,672 restricted shares of the Company’s common stock for net proceeds of $90,919, after deducting the legal fees and clearing expenses. As consideration for entering into the purchase agreement, the Company issued 100,000 shares of common stock to the Investor as a commitment fee.
During the year ended January 31, 2025, the noteholder converted a total of $110,000 of the note for 867,389 shares of the Company’s common stock.
During the year ended January 31, 2025, the Company received advances of $124,693 Patricia Madaris. On January 10, 2025, Ms. Madaris converted her advance into a private placement for 1,133,574 units. Each unit consists of 1 share of our common stock and ½ warrant.
On February 21, 2024, the Company received a notice to exercise 75,000 options to purchase shares of common stock on a cashless basis resulting in the issuance of a net of 70,002 shares of common stock.
During the year ended January 31, 2025, the Investor purchased 1,122,672 restricted shares of the Company’s common stock for net proceeds of $90,919, after deducting the legal fees and clearing expenses. As consideration for entering into the purchase agreement, the Company issued 100,000 shares of common stock to the Investor as a commitment fee.
Common Stock Issued During the Year Ended January 31, 2024
During the year ended January 31, 2024, the Company issued a total of 5,666,917 shares of our common stock for conversions of $223,733 in principal and $9,547 of interest on convertible notes payable at exercise prices ranging from $0.0297 to $0.0888.
On May 26, 2023, the Company entered into a twelve-month stock compensation and subscription agreement with an investor relations firm that includes the issuance of 978,300 shares of common stock. Upon signing the agreement, the Company issued 978,300 shares of common stock and will recognize the expense over the twelve-month service period.
During the year ended January 31, 2024, the Company issued 23,521,147 units to the Chairman of the Board for $970,000 in cash proceeds and $1,908 of equipment purchased. Each unit consists of 1 share of our common stock and ½ warrant.
Holders of Common Stock
As of September 29, 2025, there were approximately 144 holders of record of our common stock. As of such date, , 76,985,744 shares of our common stock were issued and outstanding. We had 1 holder of Class A common stock with 500,000 shares issued and outstanding.
Dividends
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to increase our working capital and do not anticipate paying any cash dividends in the foreseeable future.
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INDEX TO FINANCIAL STATEMENTS
| Financial Statements for the Years Ended January 31, 2025 and 2024 | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No. 2738) | F-1 |
| Report of Independent Registered Public Accounting Firm (PCAOB ID NO. 76) | F-2 |
| Consolidated Balance Sheets | F-4 |
| Consolidated Statements of Operations | F-5 |
| Consolidated Statements of Stockholders’ Deficit | F-6 |
| Consolidated Statements of Cash Flows | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
| Financial Statements for the Six-Month Periods Ended July 31, 2025 and 2024 (unaudited) | |
| Consolidated Balance Sheets (unaudited) | F-24 |
| Consolidated Statements of Operations (unaudited) | F-25 |
| Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) | F-26 |
| Consolidated Statements of Cash Flows (unaudited) | F-27 |
| Notes to Consolidated Financial Statements (unaudited) | F-28 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Liberty Star Uranium & Metals Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Liberty Star Uranium & Metals Corp. (the Company) as of January 31, 2025, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended January 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2025, and the results of its operations and its cash flows for the year ended January 31, 2025, in conformity with accounting principles generally accepted in the United States of America. The financial statements of Liberty Star Uranium & Metals Corp. as of January 31, 2024, were audited by other auditors whose report dated May 14, 2024, expressed an unqualified opinion on those financial statements.
The Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the accompanying financial statements, the Company has not yet generated any significant revenue, has incurred recurring losses from operations, generated negative cash flows from operating activities and had an accumulated deficit that raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans in regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Derivatives
As disclosed in Note 7 to the financial statements, the Company had various debt instruments and warrants which included conversion features requiring separate accounting as derivatives. These derivatives were measured at fair value using significant assumptions and complex pricing model. We identified auditing the Company’s evaluation to estimate the fair value of the derivative liabilities, as a critical audit matter. The Company uses management estimates on various inputs to the calculation. Auditing a specialist’s calculation of the value of derivatives can be a significant judgment given the fact that the Company uses the specialists estimates on various inputs to the calculation. As discussed in Note 7 to the financial statements, the company has a derivative liability due to a tainted equity environment.
To evaluate the appropriateness of the fair value determined by management, we examined and evaluated the inputs management used in calculating the fair value of the derivative liability. To evaluate the appropriateness of the estimates used by the derivative specialist, we examined and evaluated the inputs the specialist used in calculating the value of the derivatives.
/s/ M&K CPAS, PLLC
We have served as the Company’s auditor since 2024.
The Woodlands, Texas
May 1, 2025
| F-1 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
Liberty Star Uranium & Metals Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Liberty Star Uranium & Metals Corp. (the “Company”) as of January 31, 2024, and the related consolidated statement of operations, changes in stockholders’ deficit, and cash flows for the period ended January 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of January 31, 2024, and the consolidated results of its operations and its cash flows for the period ended January 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| F-2 |
Critical Audit Matter Description
As disclosed in Notes 6 and 7 to the financial statements, the Company had various debt instruments which included conversion features requiring bifurcation and separate accounting as derivatives. These derivatives were measured at fair value using significant assumptions and complex pricing model. We identified auditing the Company’s evaluation to estimate the fair value of the derivative liabilities, as a critical audit matter.
How the Critical Audit Matter Was Addressed in the Audit
Our key audit procedures performed to address this critical audit matter included the following:
| - | We obtained an understanding of the Company’s processes surrounding the evaluation, initial measurement and valuation of the derivatives. | |
| - | We evaluated management’s assessment, and the conclusions reached, and the qualifications of the Company’s specialist, to ensure these instruments were recorded in accordance with the relevant accounting guidance. | |
| - | We evaluated the fair value of the derivatives that included testing the valuation model and significant assumptions utilized by management and underlying data used in the model. | |
| - | We engaged an auditor’s specialist to review the work prepared by the Company’s specialist and assist in the performance of recalculations. |
/s/ Turner, Stone & Company, L.L.P.
We served as Liberty Star Uranium & Metals Corp.’s auditor from 2022 to 2024.
Dallas, Texas
May 15, 2024
| F-3 |
Liberty Star Uranium & Metals Corp.
Consolidated Balance Sheets
| January 31, | January 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Noncurrent assets: | ||||||||
| Property and equipment, net | ||||||||
| Total noncurrent assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accrued expenses, related party | ||||||||
| Advances | ||||||||
| Advances, related party | ||||||||
| Notes payable to related party | ||||||||
| Notes payable | ||||||||
| Convertible promissory note, net of unamortized debt discount of $38,114 and $0 | ||||||||
| Derivative liability | ||||||||
| Total current liabilities | ||||||||
| Long-term: | ||||||||
| Long-term debt - SBA, net of current portion | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ deficit: | ||||||||
| Class A common stock - $ par value; authorized; shares issued and outstanding | ||||||||
| Common stock - $ par value; authorized; and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Subscription receivable | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements
| F-4 |
Liberty Star Uranium & Metals Corp.
Consolidated Statements of Operations
| 2025 | 2024 | |||||||
| For the years ended | ||||||||
| January 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Expenses: | ||||||||
| Geological and geophysical costs | ||||||||
| Salaries and benefits | ||||||||
| Professional services | ||||||||
| General and administrative | ||||||||
| Net operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Gain (loss) on settlement of liabilities | ( | ) | ||||||
| Gain (loss) on change in fair value of derivative liability | ( | ) | ||||||
| Total other income (expense) | ( | ) | ||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Net loss per share of common stock - basic | $ | $ | ( | ) | ||||
| Net loss per share of common stock - diluted | $ | $ | ( | ) | ||||
| Weighted average shares outstanding - basic | ||||||||
| Weighted average shares outstanding - diluted | ||||||||
The accompanying notes are an integral part of the consolidated financial statements
| F-5 |
Liberty Star Uranium & Metals Corp.
Consolidated Statements of Changes in Stockholders’ Deficit
For the years ended January 31, 2025 and 2024
| Shares | Amount | Shares | Amount | Receivable | Capital | Deficit | Deficit | |||||||||||||||||||||||||
| Class A Common stock | Common stock | Subscription | Additional paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Receivable | Capital | Deficit | Deficit | |||||||||||||||||||||||||
| Balance, January 31, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Receipt of subscription receivable | - | - | ||||||||||||||||||||||||||||||
| Cashless exercise of options | - | ( | ) | |||||||||||||||||||||||||||||
| Issuance of common stock and warrants in private placement | ||||||||||||||||||||||||||||||||
| Issuance of common stock and warrants for settlement of liability | - | |||||||||||||||||||||||||||||||
| Issuance of common stock and warrants for equipment | - | |||||||||||||||||||||||||||||||
| Shares issued for conversion of notes | - | |||||||||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||||||||||
| Shares exchanged | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Resolution of derivative liabilities due to debt conversions and untainted warrants | - | - | ||||||||||||||||||||||||||||||
| Net loss for the year ended January 31, 2024 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, January 31, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Cashless exercise of options | - | ( | ) | |||||||||||||||||||||||||||||
| Settlement of subscription receivable | - | - | ||||||||||||||||||||||||||||||
| Shares issued for conversion of notes | - | |||||||||||||||||||||||||||||||
| Shares issued for cash, net | - | |||||||||||||||||||||||||||||||
| Issuance of common stock and warrants in private placement | - | |||||||||||||||||||||||||||||||
| Shares issued for deferred financing costs | - | |||||||||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||||||||||
| Resolution of derivative liabilities due to debt conversions | - | - | ||||||||||||||||||||||||||||||
| Reclass of APIC to derivative liabilities for tainted warrants | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income for the year ended January 31, 2025 | - | - | ||||||||||||||||||||||||||||||
| Net income (loss) | - | - | ||||||||||||||||||||||||||||||
| Balance, January 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements
| F-6 |
Liberty Star Uranium & Metals Corp.
Consolidated Statements of Cash Flows
| 2025 | 2024 | |||||||
| For the years ended | ||||||||
| January 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Stock based compensation | ||||||||
| Amortization of debt discounts | ||||||||
| (Gain) loss on change in fair value of derivative liabilities | ( | ) | ||||||
| (Gain) loss on settlement of liabilities | ( | ) | ||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Prepaid expenses | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accrued expenses to related party | ||||||||
| Cash flows used in operating activities: | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from advances, related party | ||||||||
| Repayments of advances, related party | ( | ) | ( | ) | ||||
| Proceeds from advances | ||||||||
| Repayments of advances | ( | ) | ||||||
| Proceeds from notes payable, related party | ||||||||
| Repayments of notes payable, related party | ( | ) | ||||||
| Repayments of notes payable | ( | ) | ( | ) | ||||
| Proceeds from convertible promissory notes | ||||||||
| Repayments of convertible promissory notes | ( | ) | ||||||
| Proceeds from the issuance of common stock for cash, net | ||||||||
| Proceeds from the issuance of common stock and warrants in a private placement | ||||||||
| Receipt of subscription receivable | ||||||||
| Net cash provided by financing activities | ||||||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Income tax paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Supplemental disclosure of non-cash items: | ||||||||
| Resolution of derivative liabilities due to debt conversions and untainted warrants | $ | $ | ||||||
| Reclass of APIC to derivative liabilities for tainted warrants | $ | $ | ||||||
| Debt discounts due to derivative liabilities | $ | $ | ||||||
| Shares issued for conversion of debt and interest | $ | $ | ||||||
| Expenses paid by related party on behalf of the Company | $ | $ | ||||||
| Prepaid insurance financed with note payable | $ | $ | ||||||
| Cashless exercise of warrants | $ | $ | ||||||
| Settlement of subscription and interest receivable | $ | $ | ||||||
| Issuance of common stock and warrants for equipment | $ | $ | ||||||
| Issuance of common stock and warrants for settlement of liabilities | $ | $ | ||||||
| Shares issued for deferred financing costs | $ | $ | ||||||
| Issuance of common stock and warrants in private placement | $ | $ | ||||||
| Reclassification of deferred financing costs to equity | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements
| F-7 |
LIBERTY STAR URANIUM & METALS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – Organization
Liberty Star Uranium & Metals Corp. (the “Company,” “we,” “our,” or “Liberty Star”) was formerly Liberty Star Gold Corp. and formerly Titanium Intelligence, Inc. (“Titanium”). Titanium was incorporated on August 20, 2001 under the laws of the State of Nevada. On February 5, 2004, we commenced operations in the acquisition and exploration of mineral properties business. Big Chunk Corp. (“Big Chunk”) was our wholly owned subsidiary and was incorporated on December 14, 2003 in the State of Alaska. Until 2016 Big Chunk was engaged in the acquisition and exploration of mineral properties business in the State of Alaska until its dissolution on July 26, 2019. Redwall Drilling Inc. (“Redwall”) was our wholly owned subsidiary and was incorporated on August 31, 2007 in the State of Arizona. Redwall performed drilling services on the Company’s mineral properties. Redwall ceased drilling activities in July 2008 and was dissolved on March 30, 2010. We formed the wholly owned subsidiary, Hay Mountain Super Project LLC (“HMSP”) incorporated on October 24, 2014, to serve as the primary holding company for development of the potential ore bodies encompassed in the Hay Mountain area of interest in Arizona. We renamed HMSP to Hay Mountain Holdings LLC (“HMH”) on March 5, 2019. In April 2007, we changed our name to Liberty Star Uranium & Metals Corp. On February 22, 2019, the Company registered the tradename ‘Liberty Star Minerals’ with the state of Arizona to be recognized as ‘doing business as’, or ‘d/b/a’ Liberty Star Minerals. We have not generated any revenues from operations. On April 11, 2019 we formed a new subsidiary named Earp Ridge Mines LLC (“Earp Ridge”) wholly owned by HMH. On August 13, 2020, the Company formed Red Rock Mines, LLC (“Red Rock”), an Arizona corporation, as a wholly owned subsidiary of Hay Mountain Holdings, LLC.
NOTE 2 – Summary of significant accounting policies
Summary of Significant Accounting Policies
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements. The significant accounting policies adopted by the Company are as follows:
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The valuation of stock-based compensation, classification and valuation of common stock purchase warrants, classification and value of embedded conversion options, value of beneficial conversion features, valuation allowance on deferred tax assets, the determination of useful lives and recoverability of depreciable assets, accruals, and contingencies are significant estimates made by management. It is at least reasonably possible that a change in these estimates may occur in the near term.
Principles of consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary HMH and the HMH wholly owned subsidiaries Earp Ridge and Red Rock. All significant intercompany accounts and transactions have been eliminated upon consolidation.
Cash and cash equivalents
We
consider cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents.
We maintain our cash in bank deposit accounts which, for periods of time, may exceed federally insured limits. On January 31, 2025 and
2024, we had
| F-8 |
Mineral claim costs
We account for costs incurred to acquire, maintain, and explore mineral properties as a charge to expense in the period incurred until the time that a proven mineral resource is established, at which point development of the mineral property would be capitalized. Currently, we do not have any proven mineral resources on any of our mineral properties.
Long-lived assets and impairment of long-lived assets
Property
and equipment are stated at cost. We capitalize all purchased equipment over $
We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of a long-lived asset group to be held and used in operations is measured by a comparison of the carrying amount to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If such asset group is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset group exceeds its fair value. Long-lived assets to be disposed of are carried at the lower of cost or fair value less the costs of disposal.
Convertible promissory notes
We report convertible promissory notes as liabilities at their carrying value less unamortized discounts, which approximates fair value. We bifurcate conversion options and detachable common stock purchase warrants and report them as liabilities at fair value at each reporting period when required in accordance with the applicable accounting guidance. When convertible promissory notes are converted into shares of our common stock in accordance with the debt terms, no gain or loss is recognized. We account for inducements to convert as an expense in the period incurred, included in debt conversion expense.
Derivative liabilities
The valuation of the derivative liability of our warrants is determined through the use of a Monte Carlo options model that values the liability of the warrants based on a risk-neutral valuation where the price of the option is its discounted expected value. The technique applied generates a large number of possible (but random) price paths for the underlying common stock via simulation, and then calculates the associated exercise value (i.e., “payoff”) of the option for each path. These payoffs are then averaged and discounted to a current valuation date resulting in the fair value of the option.
The valuation of the derivative liability attached to the convertible debt is arrived at through the use of a Monte Carlo model that values the derivative liability within the notes. The technique applied generates a large number of possible (but random) price paths for the underlying (or underlyings) via simulation, and then calculates the associated payment value (cash, stock, or warrants) of the derivative features. The price of the underlying common stock is modeled such that it follows a geometric Brownian motion with constant drift, and elastic volatility (increasing as stock price decreases). The stock price is determined by a random sampling from a normal distribution. Since the underlying random process is the same, for enough price paths, the value of the derivative is derived from path dependent scenarios and outcomes. The features in the notes are analyzed and incorporated into the model included the conversion features with the reset provisions, the call/redemption/prepayment options, and the default provisions. Based on these features, there are six primary events that can occur; payments are made in cash; payments are made with stock; the note holder converts upon receiving a redemption notice; the note holder converts the note; the issuer redeems the note; or the Company defaults on the note. The model simulates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e., stock price, conversion price, etc.). Probabilities are assigned to each variable such as redemption likelihood, default likelihood, and timing and pricing of reset events over the remaining term of the notes based on management projections. This leads to a cash flow simulation over the life of the note. A discounted cash flow for each simulation is completed and is compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability.
| F-9 |
Common stock purchase warrants
We report common stock purchase warrants as equity unless a condition exists which requires reporting as a derivative liability at fair value. The valuation of the derivative liability of the warrants is determined through the use of a Monte Carlo options model that values the liability of the warrants based on a risk-neutral valuation where the price of the option is its discounted expected value.
The Company recognizes stock-based compensation for all share-based payment awards made to employees and non-employees based on the estimated fair values of the stock or options. The fair value of options to be granted are estimated on the date of each grant using the Black-Scholes option pricing model and amortized ratably over the option’s vesting periods, which approximates the service period.
Environmental expenditures
Our operations have been and may in the future be affected from time to time in varying degree by changes in environmental regulations, including those for future removal and site restoration costs. The likelihood of new regulations and their overall effect upon us are not predictable. We provide for any reclamation costs in accordance with the Accounting Standards Codification (“ASC”) Topic 410-30 “Asset Retirement and Environmental Obligations”. It is management’s opinion that we are not currently exposed to significant environmental and reclamation liabilities and have recorded no reserve for environmental and reclamation expenditures as of January 31, 2025 or 2024.
Fair value of financial instruments
Our financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, convertible notes payable, notes payable, and derivative liability. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments. With the exception of the derivative liability, the fair value of these financial instruments approximates their carrying values based on their short maturities or for long-term debt based on borrowing rates currently available to us for loans with similar terms and maturities. Gains and losses recognized on changes in estimated fair value of the warrant liability are reported in other income (expense) as gain (loss) on change in fair value.
The Company measures and discloses certain financial assets and liabilities at fair value. Authoritative guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Authoritative guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
| F-10 |
Income taxes
Income taxes are recorded using the asset and liability method. Under the asset and liability method, tax assets and liabilities are recognized for the tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess. Interest and penalties associated with unrecognized tax benefits, if any, are classified as additional income taxes in the statement of operations.
Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net income (loss) per share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation.
During the years ended January 31, 2025 and 2024, the impact of and of stock options, and of warrants, and shares issuable from convertible notes, respectively, were excluded from the calculation as their impact would be anti-dilutive.
Schedule of Reconciliation of Weighted Average Shares Outstanding
| 2025 | 2024 | |||||||
| For the Years Ended | ||||||||
| January 31, | ||||||||
| 2025 | 2024 | |||||||
| Basic (loss) earnings per common share | ||||||||
| Numerator: | ||||||||
| Net income (loss) available to common shareholders | $ | $ | ( | ) | ||||
| Denominator: | ||||||||
| Weighted average common shares outstanding | ||||||||
| Basic earnings (loss) per common share | $ | $ | ( | ) | ||||
| Diluted earnings per common share | ||||||||
| Numerator: | ||||||||
| Net income (loss) available to common shareholders | $ | $ | ( | ) | ||||
| Remove derivative gain | ( | ) | ||||||
| Remove convertible debt interest | ( | ) | ||||||
| Net income (loss) available to common shareholders | $ | $ | ( | ) | ||||
| Denominator: | ||||||||
| Weighted average common shares outstanding | ||||||||
| Dilutive effect of common stock warrants | ||||||||
| Dilutive effect of common stock options | ||||||||
| Adjusted weighted average common shares outstanding | ||||||||
| Diluted income (loss) per common share | $ | $ | ( | ) | ||||
| F-11 |
Segments Reporting
The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s CEO, who is our Chief Operating Decision Maker (“CODM”), manages our segments, evaluates financial results, and makes key operating decisions. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.
Newly Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for our fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. We adopted ASU 2023-07 during the year ended January 31, 2025.
In December 2023, the FASB issued 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently evaluating the impact of this standard on our statements and related disclosures.
NOTE 3 – Going concern
Going Concern
These consolidated financial statements have been prepared in conformity with GAAP with the ongoing assumption that we will be able to realize our assets and discharge our liabilities in the normal course of business. However, certain conditions noted below currently exist which raise substantial doubt about our ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern. Our operations have primarily been funded by the issuance of common stock and debt. Continued operations are dependent on our ability to complete equity financings or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings, joint venture agreements or debt. Such financings may not be available or may not be available on reasonable terms.
The Company has incurred losses from operations, has a working capital deficit and requires additional funds for further exploratory activity and to maintain its claims prior to attaining a revenue generating status. There are no assurances that a commercially viable mineral deposit exists on any of our properties. In addition, the Company may not find sufficient ore reserves to be commercially mined. As such, there is substantial doubt about the Company’s ability to continue as a going concern.
Management is working to secure additional funds through the exercise of stock warrants already outstanding, equity financings, debt financings or joint venture agreements. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 4 – Mineral claims
At
January 31, 2025, we held a
At
January 31, 2025, we held 30 Arizona State Land Department Mineral Exploration Permits covering
| F-12 |
Title to mineral claims involves certain inherent risks due to difficulties of determining the validity of certain claims as well as potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral properties.
All of the Company’s claims for mineral properties are in good standing as of January 31, 2025.
NOTE 5 – Property and equipment
The balances of our major classes of depreciable assets and useful lives are:
Schedule of Property and Equipment
January 31, 2025 |
January 31, 2024 |
|||||||
| Geology equipment
( |
$ | $ | ||||||
| Vehicles and transportation
equipment ( |
||||||||
| Office
furniture and equipment ( |
||||||||
| Property and equipment, gross | ||||||||
| Less: accumulated depreciation | ( |
) | ( |
) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense was $
NOTE 6 – Long-term debt and convertible promissory notes
Following is a summary of convertible promissory notes:
Summary of Convertible Promissory Notes
January 31, 2025 | January 31, 2024 | |||||||
| 8% convertible note payable issued | $ | $ | ||||||
| 10% convertible note payable issued | ||||||||
| 10% convertible note payable issued | ||||||||
| 10% convertible note payable issued | ||||||||
| 10% convertible note payable issued | ||||||||
| Convertible note payable | ||||||||
| Less debt discount | ( | ) | ( | ) | ||||
| Less current portion of convertible notes | ( | ) | ( | ) | ||||
| Long-term convertible notes payable | $ | $ | ||||||
On
July 14, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $
On
October 3, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $
| F-13 |
On
November 23, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $
On
February 3, 2023, the Company entered into a convertible promissory note with 1800 Diagonal Lending in the aggregate principal amount
of $
On
March 24, 2023, the Company entered into a convertible promissory note with 1800 Diagonal Lending in the aggregate principal amount of
$
On
January 12, 2024, the Company entered into a convertible promissory note with 1800 Diagonal Lending in the aggregate principal
amount of $
On
February 23, 2024, the Company entered into a promissory note with 1800 Diagonal Lending in the aggregate principal amount of $
On
June 13, 2024, the Company entered into a promissory note with 1800 Diagonal Lending in the aggregate principal amount of $
| F-14 |
On
August 28, 2024, the Company entered into a promissory note with 1800 Diagonal Lending in the aggregate principal amount of $
On
October 22, 2024, the Company entered into a promissory note with 1800 Diagonal Lending in the aggregate principal amount of $
On
December 2, 2024, the Company entered into a promissory note with 1800 Diagonal Lending in the aggregate principal amount of $
Notes Payable–- SBA
On
June 22, 2020, the Company received loan proceeds of $
The
note principal balance of totaled $
Notes Payable
In
April 2023, the Company entered into a Premium Finance Agreement related to an insurance policy. The policy premiums total $
In
April 2024, the Company entered into a Premium Finance Agreement related to an insurance policy. The policy premiums total $
| F-15 |
As
of January 31, 2025, the notes payable, net balance was $
NOTE 7 – Derivative Liabilities
The embedded conversion feature in the convertible debt instruments that the Company issued (See Note 6), that became convertible during the years ended January 31, 2025 and 2024, qualified it as a derivative instrument since the number of shares issuable under the note is indeterminate based on guidance in ASC 815, “Derivatives and Hedging”. This convertible note tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible.
The valuation of the derivative liability of the warrants was determined through the use of a Monte Carlo options model that values the liability of the warrants based on a risk-neutral valuation where the price of the option is its discounted expected value. The technique applied generates a large number of possible (but random) price paths for the underlying common stock via simulation, and then calculates the associated exercise value (i.e., “payoff”) of the option for each path. These payoffs are then averaged and discounted to a current valuation date resulting in the fair value of the option.
The valuation of the derivative liability attached to the convertible debt was arrived at through the use of a Monte Carlo model that values the derivative liability within the notes. The technique applied generates a large number of possible (but random) price paths for the underlying (or underlyings) via simulation, and then calculates the associated payment value (cash, stock, or warrants) of the derivative features. The price of the underlying common stock is modeled such that it follows a geometric Brownian motion with constant drift, and elastic volatility (increasing as stock price decreases). The stock price is determined by a random sampling from a normal distribution. Since the underlying random process is the same, for enough price paths, the value of the derivative is derived from path dependent scenarios and outcomes. The features in the notes that were analyzed and incorporated into the model included the conversion features with the reset provisions, the call/redemption/prepayment options, and the default provisions. Based on these features, there are six primary events that can occur; payments are made in cash; payments are made with stock; the note holder converts upon receiving a redemption notice; the note holder converts the note; the issuer redeems the note; or the Company defaults on the note. The model simulates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e., stock price, conversion price, etc.). Probabilities were assigned to each variable such as redemption likelihood, default likelihood, and timing and pricing of reset events over the remaining term of the notes based on management projections. This led to a cash flow simulation over the life of the note. A discounted cash flow for each simulation was completed, and it was compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability.
Key inputs and assumptions used to value the convertible note when it became convertible and upon settlement, and warrants upon tainting, were as follows:
| ● | The stock projections are
based on the historical volatilities for each date. The volatility of | |
| ● | The Holder will exercise the warrant at maturity if the stock price was above the exercise price; | |
| ● | Discount rate was based
on risk free rates of | |
| ● | Dividend yield: | |
| ● | Exercise Price: $M/number shares issued and outstanding at maturity (exercise date); | |
| ● | Number of Options: $M/exercise price; and | |
| ● | The shares issued and outstanding
is based on the initial shares as of 10/31/21 to shares as of 1/31/25 and a % growth (a lower growth from
last quarter) monthly at 1/31/25 and future financing events raising $ |
| F-16 |
Using
the results from the model, the Company recorded a derivative liability during the year ended January 31, 2025 of $
During
the year ended January 31, 2025, the Company recorded $
Using
the results from the model, the Company recorded a derivative liability during the year ended January 31, 2024 of $
During
the year ended January 31, 2024, the Company recorded $
The
Company also recorded the change in the fair value of the derivative liability as a gain of $
The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liability:
| 2025 | 2024 | |||||||
| Year Ended January 31, | ||||||||
| 2025 | 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Total (gains) losses | ( | ) | ||||||
| Settlements | ( | ) | ( | ) | ||||
| Additions recognized as debt discount | ||||||||
| Additions due to tainted warrants | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
| Change in unrealized (gains) losses included in earnings relating to derivatives | $ | ( | ) | $ | ||||
NOTE 8 – Common stock
Common Stock
Our undesignated common shares are all of the same class, are voting and entitle stockholders to receive dividends as defined. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets or any dividends that may be declared.
| F-17 |
On October 27, 2022, the registrant amended its articles of incorporation. The articles of incorporation were amended for the purposes of increasing the authorized shares of the registrant from shares to shares consisting of shares of $ par value Common Stock and shares of $ par value Class A Common Stock.
On July 3, 2024, the Board of Directors amended the articles of incorporation to increase the Company’s common stock by shares.
Common Stock Issued During the Year Ended January 31, 2025
Stock based compensation
On May 26, 2023, the Company entered into a twelve-month stock compensation and subscription agreement with an investor relations firm that includes the issuance of shares of restricted common stock. Upon signing the agreement, the Company issued shares of restricted common stock and will recognize the expense over the twelve-month service period. The shares of restricted common stock will be subject to a six-month hold period from the date of issuance. During the year ended January 31, 2025, the Company recognized $ of expense related to this agreement.
On
August 5, 2024, the Company entered into a twelve-month stock compensation and subscription agreement with an investor relations firm
that includes the issuance of shares of restricted common stock with a fair value of $
Shares issued for cash
On
September 25, 2024, the Company entered into an investment agreement (the “Investment Agreement”) with GHS Investments, LLC
(the “Investor”), whereby the Investor has agreed to invest up to $ to purchase shares of our common stock over
a 24-month-term that commenced on September 25, 2024. Subject to the terms and conditions of the Investment Agreement and Registration
Agreement, we may, in our sole discretion, deliver a put notice to the Investor which states the dollar amount which we intend to sell
to the Investor on a certain date. The amount that we shall be entitled to sell to Investor shall be equal to two hundred percent (200%)
of the average daily volume (U.S. market only) of the common stock for the ten (10) trading days prior to the applicable notice date
so long as such amount does not exceed a calculated dollar amount per every 10 days of $500,000. The minimum amount shall be equal to
$10,000. During the year ended January 31, 2025, the Investor purchased restricted shares of the Company’s common stock
for net proceeds of $
Shares issued for conversion of notes
During
the year ended January 31, 2025, the noteholder converted a total of $
Issuance of common stock and warrants in private placement
During
the year ended January 31, 2025, the Company received advances of $
Cashless exercise of options
On February 21, 2024, the Company received a notice to exercise options to purchase shares of common stock on a cashless basis resulting in the issuance of a net of shares of common stock.
Common Stock Issued During the Year Ended January 31, 2024
During
the year ended January 31, 2024, the Company issued a total of shares of our common stock for conversions of $
On
July 17, 2023, the Company issued units to a shareholder for $
On May 26, 2023, the Company entered into a twelve-month stock compensation and subscription agreement with an investor relations firm that includes the issuance of shares of common stock. Upon signing the agreement, the Company issued shares of common stock and will recognize the expense over the twelve-month service period. The shares of common stock will be subject to a six-month hold period from the date of issuance. During the year ended January 31, 2024 the Company recognized $ of expense related to this agreement.
| F-18 |
The
2010 Stock Option Plan was approved and adopted by the Board of Directors on August 10, 2010. The plan allows for up to shares
to be granted to key employees and non-employee consultants after specific objectives are met. The 2007 Stock Option Plan was approved
and adopted by the Board of Directors on December 10, 2007. The plan allows for up to shares to be granted to key employees and
non-employee consultants after specific objectives are met. The 2004 Stock Option Plan was approved and adopted by the Board of Directors
on December 27, 2004. The plan allows for up to shares to be granted to key employees and non-employee consultants after specific
objectives are met. Employees can receive incentive stock options and non-qualified stock options while non-employee consultants can
receive only non-qualified stock options. The options granted vest under various provisions using graded vesting, not to exceed four
years.
| Number of options | Weighted average exercise price | Weighted average remaining life (years) | Aggregate intrinsic value | |||||||||||||
| Outstanding, January 31, 2023 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Cancelled and/or forfeited | ( | ) | ||||||||||||||
| Exercised | ||||||||||||||||
| Outstanding, January 31, 2024 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Cancelled and/or forfeited | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Outstanding, January 31, 2025 | $ | $ | ||||||||||||||
| Exercisable, January 31, 2025 | $ | $ | ||||||||||||||
The aggregate intrinsic value is calculated based on the stock price of $ and $ per share as of January 31, 2025 and 2024, respectively.
During the years ended January 31, 2025 and 2024, we recognized $ and $ of compensation expense related to incentive and non-qualified stock options previously granted to officers, employees, and consultants.
On January 31, 2025, there was $ of unrecognized share-based compensation for all share-based awards outstanding.
On December 4, 2023, the Company entered into a letter of understanding with a geologist for services to be provided to the Company. As compensation, the Company will pay $ per month and grant the geologist options to purchase shares of common stock upon signing the agreement and monthly stock options to purchase shares of common stock on a month-to-month basis. The options have a strike price equal to the closing price per share on the day the options are issued, vest upon issuance and expire in . During the year ended January 31, 2025, the Company granted options to purchase shares of common stock to geologist. The exercise price of the options ranges from $ to $. The total fair value of these option grants at issuance was $. During the year ended January 31, 2025, the Company recognized $ of expense related to these options.
| F-19 |
On June 28, 2024, the Company granted options to an employee. The options expire following issuance and have an exercise price of $. The options vest upon issuance and have a total fair value of $. The Company valued the options using the Black-Scholes model with the following key assumptions: fair value stock price, $, Exercise price, $, Term years, Volatility %, and Discount rate % and a dividend yield of %.
On June 28, 2024, the Company granted options to an officer and a member of the board of directors. See Note 12 – Related party transactions.
On August 23, 2024, the Company granted options to a board member. See Note 12 – Related party transactions.
On January 29, 2025, the Company granted options to employees. The options expire following issuance and have an exercise price of $. The options vest upon issuance and have a total fair value of $. The Company valued the options using the Black-Scholes model with the following key assumptions: fair value stock price, $, Exercise price, $, Term years, Volatility %, and Discount rate % and a dividend yield of %.
On January 29, 2025, the Company granted options to an officer and a member of the board of directors. See Note 12 – Related party transactions.
NOTE 10 – Warrants
As
of January 31, 2025, there were
Schedule of Stock Warrants Outstanding
Number of warrants | Weighted average exercise price per share | |||||||
| Outstanding, January 31, 2023 | ||||||||
| Issued | ||||||||
| Expired | ||||||||
| Exercised | ||||||||
| Outstanding, January 31, 2024 | ||||||||
| Issued | ||||||||
| Expired | ( | ) | ||||||
| Exercised | ||||||||
| Outstanding, January 31, 2025 | ||||||||
| Exercisable, January 31, 2025 | ||||||||
The
weighted average intrinsic value for warrants outstanding was $
During
the year ended January 31, 2024, the Company issued
Extension of Expiration Date
As
of February 6, 2023,
| F-20 |
NOTE 11 – Income taxes
As of January 31, our deferred tax asset is as follows:
Schedule of Deferred Tax Asset
January 31, 2025 | January 31, 2024 | |||||||
| Deferred Tax Assets | $ | $ | ||||||
| Less Valuation Allowance | ( | ) | ( | ) | ||||
| Deferred Tax Assets, Net | $ | $ | ||||||
Management
has elected to provide a deferred tax asset valuation allowance equal to the potential benefit due to our history of losses. If we demonstrate
the ability to generate future taxable income, management will re-evaluate the allowance. The decrease of $
Deferred
tax assets were calculated using the Company’s effective tax rate, which it estimated to be
We have identified our federal and Arizona state tax returns as “major” tax jurisdictions. The periods our income tax returns are subject to examination for these jurisdictions are the tax years ended January 31, 2019 through January 31, 2022. We believe our income tax filing positions and deductions will be sustained through the audit, and we do not anticipate any adjustments that would result in a material change to our financial position. Therefore, no liabilities for uncertain income tax positions have been recorded.
NOTE 12 – Related party transactions
Related Party Transactions
Our CEO, Brett Gross, was elected as President and Chief Executive Officer on December 7, 2018. On September 29, 2023, Mr. Gross resigned from his position as President and Chief Executive Officer of the Company. Patricia Madaris, VP Finance and Chief Financial Officer will serve as the Interim Chief Executive Officer.
Advances
During
the year ended January 31, 2025, the Company received advances of $
During
the year ended January 31, 2025, the Company received advances of $
The
advances are unsecured, non-interest bearing and are payable on demand. As of January 31, 2025, the advances related party balance was
$
| F-21 |
Advances from related parties during the years ended January 31, 2025 and 2024 are as follows:
Schedule of Advances from Related Parties
| Year ended January 31, 2025 | Year ended January 31, 2024 | |||||||
| Prior period balance | $ | $ | ||||||
| Cash advances | ||||||||
| Expenses paid on behalf of Company | ||||||||
| Non-cash repayments | ( | ) | ||||||
| Repayments | ( | ) | ( | ) | ||||
| Conversion into a private placement | ( | ) | ||||||
| End of period balance | $ | $ | ||||||
Note payable
On
January 31, 2023, the Company entered into a promissory note with Brett Gross for $
On
January 25, 2024, the Company entered into a promissory note with Pete O’Heeron, Chairman of the Board, for $
On
February 13, 2024, the Company entered into a promissory note with Pete O’Heeron, Chairman of the Board, in the aggregate principal
amount of $
On
April 3, 2024, the Company entered into a promissory note with Pete O’Heeron, Chairman of the Board, in the aggregate principal
amount of $
On
May 1, 2024, the Company entered into a promissory note with Pete O’Heeron, Chairman of the Board, in the aggregate principal amount
of $
On
May 20, 2024, the Company entered into a promissory note with Pete O’Heeron, Chairman of the Board, in the aggregate principal
amount of $
On
July 5, 2024, the Company entered into a promissory note with Pete O’Heeron, Chairman of the Board, in the aggregate principal
amount of $
As
of January 31, 2025 and 2024, the note payable related party balance was $
Class A Shares
On
November 9, 2024, the Company entered into an agreement to issue a total of shares of its Class A shares to Chairman of the Board,
Pete O’Heeron for cash proceeds of $
Common Shares
During
the year ended January 31, 2024, the Company issued units to the Chairman of the Board for $
Other
On January 23, 2024, the Company granted options to members of the board of directors. The options expire following issuance and have an exercise price of $. The options vest % quarterly over one year and have a total fair value of $. The Company valued the options using the Black-Scholes option-pricing model with the following key assumptions: fair value stock price, $, Exercise price, $, Term years, Volatility %, and Discount rate % and a dividend yield of %.
| F-22 |
On February 21, 2024, the Company received a notice to exercise options to purchase shares of common stock on a cashless basis resulting in the issuance of a net of shares of common stock.
On June 28, 2024, the Company granted options to an officer and a member of the board of directors. The options expire following the issuance and have an exercise price of $. The options vest upon issuance and have a total fair value of $. The Company valued the options using the Black-Scholes model with the following key assumptions: fair value stock price, $, Exercise price, $, Term years, Volatility %, and Discount rate % and a dividend yield of %.
On August 23, 2024, the Company granted options to a board member. The options expire following issuance and have an exercise price of $. The options vest upon issuance and have a total fair value of $. The Company valued the options using the Black-Scholes model with the following key assumptions: fair value stock price, $, Exercise price, $, Term years, Volatility %, and Discount rate % and a dividend yield of %.
On January 29, 2025, the Company granted options to an officer and a member of the board of directors. The options expire following issuance and have an exercise price of $. The options vest upon issuance and have a total fair value of $. The Company valued the options using the Black-Scholes model with the following key assumptions: fair value stock price, $, Exercise price, $, Term years, Volatility %, and Discount rate % and a dividend yield of %.
NOTE 13 – Commitments and Contingencies
Commitments and contingencies
We
currently rent storage space for $
We
are required to pay annual rentals for Liberty Star’s federal lode mining claims for the Tombstone project in the State of Arizona.
The rental period begins at noon on September 1st through the following September 1st and rental payments are due
by the first day of the rental period. The annual rentals are $
We
are required to pay annual rentals for our Arizona State Land Department Mineral Exploration Permits (“AZ MEP”) at our Tombstone
Hay Mountain project in the State of Arizona.
NOTE 14 – Subsequent events
Subsequent Events
On February 4, 2025, the Company entered into a stock compensation and subscription agreement with an investor relations firm that includes the issuance of shares of restricted common stock. The shares of restricted common stock will be subject to a six-month hold period from the date of issuance. As of the date of this filing, the Company has issued shares related to this agreement.
On
February 26, 2025, the Company issued Pete O’Heeron, Chairman of the Board, units for the conversion of his $
Subsequent
to January 31, 2025, an investor purchased restricted shares of the Company’s common stock for net proceeds of $
Subsequent
to January 31, 2025, the Company issued units to an officer and members of the Board of Directors for $
On
March 3, 2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $
On April 22, 2025, the Company issued a total of shares of our
common stock for conversions of $
On April 25, 2025, the Company issued a total of
shares of our common stock for conversions of $
On April 28, 2025, the Company received advances of
$
On April 29, 2025, the Company entered into a convertible
promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $
| F-23 |
Liberty Star Uranium & Metals Corp.
Consolidated Balance Sheets
(Unaudited)
| July 31, | January 31, | |||||||
| 2025 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Noncurrent assets: | ||||||||
| Property and equipment, net | ||||||||
| Total noncurrent assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accrued expenses, related party | ||||||||
| Advances | ||||||||
| Advances, related party | ||||||||
| Advances | ||||||||
| Notes payable | ||||||||
| Notes payable to related party | ||||||||
| Notes payable | ||||||||
| Convertible promissory note, net of
unamortized debt discount of $ | ||||||||
| Derivative liability | ||||||||
| Total current liabilities | ||||||||
| Long-term: | ||||||||
| Long-term debt - SBA, net of current portion | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ deficit: | ||||||||
| Class A common stock - $ par value; authorized; shares issued and outstanding at July 31, 2025 and January 31, 2025 | ||||||||
| Common stock - $ par value; authorized; and shares issued and outstanding at July 31, 2025 and January 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Subscription receivable | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements
| F-24 |
Liberty Star Uranium & Metals Corp.
Consolidated Statements of Operations
(Unaudited)
| For the three months ended | For the six months ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Expenses: | ||||||||||||||||
| Geological and geophysical costs | ||||||||||||||||
| Salaries and benefits | ||||||||||||||||
| Professional services | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Net operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||||||
| Loss on settlement of liabilities | ( | ) | ( | ) | ||||||||||||
| Gain on change in fair value of derivative liability | ||||||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net loss per share of common stock - basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net loss per share of common stock - diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average shares outstanding - basic | ||||||||||||||||
| Weighted average shares outstanding - diluted | ||||||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements
| F-25 |
Liberty Star Uranium & Metals Corp.
Consolidated Statements of Changes in Stockholders’ Deficit
For the six months ended July 31, 2025 and 2024
(Unaudited)
| Class A Common stock | Common stock | Subscription | Additional
paid-in | Accumulated | Total
Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Receivable | Capital | Deficit | Deficit | |||||||||||||||||||||||||
| Balance, January 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Issuance of common stock and warrants in private placement, net | - | |||||||||||||||||||||||||||||||
| Shares issued for cash, net | - | |||||||||||||||||||||||||||||||
| Shares issued for conversion of notes | - | |||||||||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||||||||||
| Net loss for the three months ended April 30, 2025 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, April 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock and warrants in private placement, net | - | |||||||||||||||||||||||||||||||
| Shares issued for cash, net | - | |||||||||||||||||||||||||||||||
| Shares issued for conversion of notes | - | |||||||||||||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||||||||||
| Net loss for the three months ended July 31, 2025 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, July 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Balance, January 31, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Cashless exercise of options | - | ( | ) | |||||||||||||||||||||||||||||
| Settlement of subscription receivable | - | - | ||||||||||||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||||||||||
| Net income for the three months ended April 30, 2024 | - | - | ||||||||||||||||||||||||||||||
| Balance, April 30, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Shares issued for conversion of notes | - | |||||||||||||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||||||||||
| Resolution of derivative liabilities due to debt conversions | - | - | ||||||||||||||||||||||||||||||
| Reclass of APIC to derivative liabilities for tainted warrants | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income for the three months ended July 31, 2024 | - | - | ||||||||||||||||||||||||||||||
| Net income (loss) | - | - | ||||||||||||||||||||||||||||||
| Balance, July 31, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements
| F-26 |
Liberty Star Uranium & Metals Corp.
Consolidated Statements of Cash Flows
(Unaudited)
| For the six months ended | ||||||||
| July 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash | ||||||||
| used in operating activities: | ||||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Stock based compensation | ||||||||
| Amortization of debt discounts | ||||||||
| Gain on change in fair value of derivative liabilities | ( | ) | ( | ) | ||||
| Loss on settlement of liabilities | ||||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued expenses to related party | ||||||||
| Cash flows used in operating activities: | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from advances, related party | ( | ) | ||||||
| Repayments of advances, related party | ( | ) | ||||||
| Repayments of advances | ( | ) | ||||||
| Repayments of notes payable | ( | ) | ( | ) | ||||
| Proceeds from notes payable, related party | ||||||||
| Repayments of notes payable, related party | ( | ) | ||||||
| Proceeds from convertible promissory notes | ||||||||
| Repayments of convertible promissory notes | ( | ) | ||||||
| Proceeds from the issuance of common stock for cash, net | ||||||||
| Proceeds from the issuance of common stock and warrants in a private placement | ||||||||
| Net cash provided by financing activities | ||||||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Income tax paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Supplemental disclosure of non-cash items: | ||||||||
| Shares issued for conversion of debt and interest | $ | $ | ||||||
| Prepaid insurance financed with note payable | $ | $ | ||||||
| Settlement of subscription and interest receivable | $ | $ | ||||||
| Issuance of common stock and warrants in private placement for settlement of liabilities | $ | $ | ||||||
| Resolution of derivative liabilities due to debt conversions and untainted warrants | $ | $ | ||||||
| Debt discounts due to derivative liabilities | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements
| F-27 |
LIBERTY STAR URANIUM & METALS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – Basis of Presentation
The consolidated financial statements included herein have been prepared by Liberty Star Uranium & Metals Corp. (the “Company”) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with our annual report on Form 10-K for the year ended January 31, 2025 as filed with the SEC on May 1, 2025. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been omitted, as permitted by the SEC, although we believe the disclosures which are made are adequate to make the information presented not misleading. The consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at July 31, 2025, and the results of our operations and cash flows for the periods presented.
Interim results are subject to significant seasonal variations and the results of operations for the three and six months ended July 31, 2025, and are not necessarily indicative of the results to be expected for the full year.
NOTE 2 – Going Concern
The Company has a history of and expects to continue to report stockholders’ deficit, negative cash flows from operations and loss from operations. Additional funds are required for further exploratory activity and to maintain its claims prior to attaining a revenue generating status. There are no assurances that a commercially viable mineral deposit exists on any of our properties. In addition, the Company may not find sufficient ore reserves to be commercially mined. As such, there is substantial doubt about the Company’s ability to continue as a going concern.
Management is working to secure additional funds through the exercise of stock warrants already outstanding, equity financing, debt financing or joint venture agreements. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 3 – Summary of Significant Accounting Policies
Fair Value
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services.
| F-28 |
Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.
Schedule of Fair Value of Financial Instruments
| Fair value measurements at reporting date using: | ||||||||||||||||
| Description | Fair Value | Quoted prices in active markets for identical liabilities (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | ||||||||||||
| Warrant and convertible note derivative liabilities at July 31, 2025 | $ | $ | ||||||||||||||
| Warrant and convertible note derivative liabilities at January 31, 2025 | $ | $ | ||||||||||||||
Our financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities, notes payable, convertible notes payable, and derivative liabilities. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments. With the exception of the derivative liabilities, the fair value of these financial instruments approximates their carrying values based on their short maturities or for long-term debt based on borrowing rates currently available to us for loans with similar terms and maturities. Gains and losses recognized on changes in estimated fair value of the derivative liabilities are reported in other income (expense) as gain (loss) on change in fair value of derivative liabilities.
Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net income (loss) per share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation.
During the six months ended July 31, 2025, the impact of stock options and warrants and shares issuable from convertible notes were excluded from the calculation as their impact would be anti-dilutive. During the six months ended July 31, 2024, the impact of stock options and warrants were considered for their dilutive effects.
Schedule of Reconciliation of Weighted Average Shares Outstanding
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Basic income (loss) per common share | ||||||||||||||||
| Net income (loss) available to common shareholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Derivative (gain) loss associated with convertible debt | ( | ) | ( | ) | ||||||||||||
| Interest expense associated with convertible debt | ( | ) | ( | ) | ||||||||||||
| Net income (loss) for dilutive calculation | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding | ||||||||||||||||
| Dilutive effect of convertible debt | ||||||||||||||||
| Dilutive effect of common stock warrants | ||||||||||||||||
| Dilutive effect of common stock options | ||||||||||||||||
| Weighted average shares outstanding for diluted net income (loss) per share | ||||||||||||||||
| F-29 |
NOTE 4 – Related Party Transactions
Accrued Expenses
As
of July 31, 2025 and January 31, 2025, the Company had a balance of accrued unpaid vacation days of $
Advances
On
April 28, 2025, the Company received an advance of $
As
of July 31, 2025 and January 31, 2025, the balance of Advances from related parties was $
Advances from related parties as of July 31, 2025 and January 31, 2025 are as follows:
Schedule of Advances from Related Parties
| July 31, 2025 | January 31, 2025 | |||||||
| Prior period balance | $ | $ | ||||||
| Cash advances | ||||||||
| Repayments | ( | ) | ( | ) | ||||
| Conversion into a private placement | ( | ) | ||||||
| End of period balance | $ | $ | ||||||
Note payable
On
January 31, 2023, the Company entered into a promissory note with Brett Gross for $
On
January 25, 2024, the Company entered into a promissory note with Mr. O’Heeron, for $
On
February 13, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal
amount of $
| F-30 |
On
April 3, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal
amount of $
On
May 1, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal amount
of $
On
May 20, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal
amount of $
On
July 5, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal
amount of $
As
of July 31, 2025, and January 31, 2025, the note payable related party balance was $
Private Placement
During
the six months July 31, 2025, the Company issued
units to an officer and members of the Board of Directors for $
Common Stock
The Company’s common stock and Class A common stock are voting and entitle stockholders to receive dividends to the extent declared by the Board of Directors. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets.
On July 3, 2024, the Board of Directors amended the articles of incorporation to increase the Company’s common stock by shares.
Private Placements
During
the six months ended July 31, 2025, the Company issued
units to an officer and members of the Board of Directors for $
Common Stock for Services
On
February 4, 2025, the Company entered into a stock compensation and subscription agreement with an investor relations firm that includes
the issuance of shares of restricted common stock. The shares of restricted common stock will be subject to a six-month hold
period from the date of issuance. During the six months ended July 31, 2025, the Company issued shares related to this agreement
with a fair value of $
| F-31 |
Equity Financing
On
September 25, 2024, the Company entered into an investment agreement (the “Investment Agreement”) and registration
agreement with GHS Investments, LLC (the “Investor”), whereby the Investor agreed to invest up to $
to purchase shares of the Company’s common stock over a 24-month-term that commenced on September 25, 2024. Subject to the terms and
conditions of the Investment Agreement and Registration Agreement, the Company may, in its sole discretion, deliver a put notice to the
Investor which states the dollar amount which the Company intends to sell to the Investor on a certain date.
Shares Issued for Conversion of Notes
During
the six months ended July 31, 2025, the Company issued a total of shares of common stock for conversions of $
Subscription Receivable
On
September 29, 2022, the Company granted options to purchase shares of common stock to employees. The options expire
following issuance and have an exercise price of $. The options vested upon issuance and have a total fair value of $. On
the same day, the Company issued note agreements to the employees totaling $
Stock Options
Schedule of Stock Option Activity
Number of options | Weighted average exercise price per share | |||||||
| Outstanding, January 31, 2025 | $ | |||||||
| Granted | ||||||||
| Expired | ( | ) | ||||||
| Exercised | ||||||||
| Outstanding, July 31, 2025 | $ | |||||||
| Exercisable, July 31, 2025 | $ | |||||||
These options had a weighted average remaining life of years and have an aggregate intrinsic value of $ as of July 31, 2025. The aggregate intrinsic value is calculated based on the stock price of $ per share as of July 31, 2025.
During the six months ended July 31, 2025, the Company granted an aggregate of options to purchase shares of common stock to a consulting geologist. The options have a strike price equal to the closing price per share on the day the options were issued, vest upon issuance and expire in The exercise price of the options ranges from $ to $.
| F-32 |
The total fair value of these option grants at issuance was $. During the six months ended July 31, 2025, the Company recognized $ of expense related to these options.
During the six months ended July 31, 2025 and 2024, the Company recognized $ and $ of compensation expense related to incentive and non-qualified stock options previously granted to officers, employees and consultants.
As of July 31, 2025, there was $ of unrecognized share-based compensation for all share-based awards outstanding.
Warrants
As
of July 31, 2025, there were
Stock warrants outstanding at July 31, 2025 are as follows:
Schedule of Stock Warrants Outstanding
Number of warrants | Weighted average exercise price per share | |||||||
| Outstanding, January 31, 2025 | $ | |||||||
| Issued | ||||||||
| Expired | ( | ) | ||||||
| Exercised | ||||||||
| Outstanding, July 31, 2025 | $ | |||||||
| Exercisable, July 31, 2025 | $ | |||||||
NOTE 6 – Derivative Liabilities
The embedded conversion feature in the convertible debt instruments that the Company issued (See Note 8), that became convertible during the six months ended July 31, 2025, qualified it as a derivative instrument since the number of shares issuable under the note is indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible.
The valuation of the derivative liabilities of the warrants was determined through the use of a Monte Carlo option pricing model that values the liability of the warrants based on a risk-neutral valuation where the price of the warrant is its discounted expected value. The technique applied generates a large number of possible (but random) price paths for the underlying common stock via simulation, and then calculates the associated exercise value (i.e. “payoff”) of the warrant for each path. These payoffs are then averaged and discounted to a current valuation date resulting in the fair value of the warrant.
The valuation of the derivative liabilities attached to the convertible debt was arrived at through the use of a Monte Carlo model that values the derivative liability within the notes. The technique applied generates a large number of possible (but random) price paths for the underlying (or underlyings) via simulation, and then calculates the associated payment value (cash, stock, or warrants) of the derivative features. The price of the underlying common stock is modeled such that it follows a geometric Brownian motion with constant drift, and elastic volatility (increasing as stock price decreases). The stock price is determined by a random sampling from a normal distribution. Since the underlying random process is the same, for enough price paths, the value of the derivative is derived from path dependent scenarios and outcomes. The features in the notes that were analyzed and incorporated into the model included the conversion features with the reset provisions, the call/redemption/prepayment options, and the default provisions. Based on these features, there are six primary events that can occur; payments are made in cash; payments are made with stock; the note holder converts upon receiving a redemption notice; the note holder converts the note; the issuer redeems the note; or the Company defaults on the note. The model simulates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, conversion price, etc.). Probabilities were assigned to each variable such as redemption likelihood, default likelihood, and timing and pricing of reset events over the remaining term of the notes based on management projections. This led to a cash flow simulation over the life of the note. A discounted cash flow for each simulation was completed, and it was compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liabilities.
| F-33 |
Key inputs and assumptions used to value the convertible note when it became convertible and upon settlement, and warrants upon tainting, were as follows:
| ● | The
stock projections are based on the historical volatilities for each date. The volatility of | |
| ● | The stock price projection was modeled such that it follows a geometric Brownian motion with constant drift and constant volatility, starting with the recast stock price at each valuation date (current stock price is higher than last quarter’s price); | |
| ● | The Holder will exercise the warrant at maturity if the stock price was above the exercise price. | |
| ● | The
discount rate was based on risk-free rates of | |
| ● | Dividend
yield:
| |
| ● | Exercise Price: $M/number shares issued and outstanding at maturity (exercise date) | |
| ● | Number of Options: $M/exercise price; and | |
| ● | The
shares issued and outstanding is based on the initial shares as of October 31, 2021 to shares as of July 31, 2025 and a %
growth (a higher growth from last quarter) monthly at 7/31/25 and future financing events raising $ |
During
the six months ended July 31, 2025, the Company recorded a gain of $
Using
the results from the model, the Company recorded a derivative liability during the six months ended July 31, 2024 of $
During
the six months ended July 31, 2024, the Company recorded a gain of $
The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liabilities:
Schedule of Changes in Fair value of Derivative Liabilities
| 2025 | 2024 | |||||||
| Six months ended July 31, | ||||||||
| 2025 | 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Total gain | ( | ) | ( | ) | ||||
| Settlements | ( | ) | ||||||
| Additions recognized as debt discount | ||||||||
| Changes due to tainted (untainted) warrants | ||||||||
| Ending balance | $ | $ | ||||||
| Change in fair value of derivative liabilities included in earnings relating to derivatives | $ | ( | ) | $ | ( | ) | ||
| F-34 |
NOTE 7 – Long-term debt and convertible promissory notes
Following is a summary of convertible promissory notes:
Schedule of Convertible Promissory Notes
July 31, 2025 | January 31, 2025 | |||||||
| Convertible note payable issued | $ | $ | ||||||
| Convertible note payable issued | ||||||||
| Convertible note payable issued | ||||||||
| Convertible note payable issued | ||||||||
| Convertible note payable issued | ||||||||
| Convertible note payable issued | ||||||||
| Convertible note payable issued | ||||||||
| Convertible note payable issued | ||||||||
| Convertible note payable | ||||||||
| Less debt discount | ( | ) | ( | ) | ||||
| Less current portion of convertible notes | ( | ) | ( | ) | ||||
| Long-term convertible notes payable | $ | $ | ||||||
On
June 13, 2024, the Company entered into a promissory note with 1800 Diagonal Lending in the aggregate principal amount of $
On
August 28, 2024, the Company entered into a promissory note with 1800 Diagonal Lending in the aggregate principal amount of $
On
October 22, 2024, the Company entered into a promissory note with 1800 Diagonal Lending in the aggregate principal amount of $
| F-35 |
On
December 2, 2024, the Company entered into a promissory note with 1800 Diagonal Lending in the aggregate principal amount of $
On
March 3, 2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $
On
April 29, 2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $
On
May 30, 2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal
amount of $
On
July 14, 2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $
During
the six months ended July 31, 2025 and 2024, the Company recorded debt discounts of $
| F-36 |
Notes Payable
On
June 22, 2020, the Company received loan proceeds of $
In
April 2025, the Company entered into a Premium Finance Agreement related to an insurance policy. The policy premiums total $
As
of July 31, 2025, the notes payable, net balance was $
NOTE 8 – Commitments and contingencies
The Company
currently rents storage space for $
The Company is required to pay annual rentals for Liberty Star’s federal lode mining claims for the Tombstone project in the State of Arizona.
The rental period begins at noon on September 1st through the following September 1st and rental payments are due
by the first day of the rental period. The annual rentals are $
The
Company is required to pay annual rentals for our Arizona State Land Department Mineral Exploration Permits (“AZ MEP”)
at our Tombstone Hay Mountain project in the State of Arizona.
NOTE 9 – Subsequent Events
The Company has evaluated subsequent events through the filing date of this Form 10-Q and determined that the following subsequent events have occurred that would require recognition in the consolidated financial statements or disclosures in the notes thereto.
On
August 1, 2025, the Company repaid Mr. O’Heeron $
On
August 7, 2025, the Company entered into a convertible promissory note with Labrys Fund II, L.P., in the aggregate principal amount of
$
On
August 8, 2025, the Company repaid Mr. O’Heeron $
On
August 20, 2025, the Company issued options to an officer, employees and members of the board of directors. The options vest
upon issuance, expire ten years following issuance and have an exercise price of $
On
August 25, 2025, the Company entered into a convertible promissory note with FirstFire Global Opportunities Fund, LLC., in the aggregate
principal amount of $
On September 18, 2025, the Company entered into a convertible promissory note with Jefferson Street Capital LLC., in the aggregate principal amount of $74,250 (the “September 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of 10%, matures on September 18, 2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion.
Subsequent
to July 31, 2025, an investor purchased restricted shares of the Company’s
common stock for net proceeds of $
Subsequent to July 31, 2025, the Company issued
a total of
shares of our common stock for conversions of $
| F-37 |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
You should read the following discussion and analysis of our financial condition and results of operations together with the interim financial statements and related notes that are included above. The following discussion contains forward-looking statements regarding future events and the future results of the Company that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. See also “Forward-Looking Statements” and “Risk Factors”, above. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this prospectus and in other reports we file with the SEC. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason, except as otherwise provided by law.
The following discussion is based upon our consolidated financial statements included elsewhere in this prospectus, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these condensed consolidated interim financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies. In the course of operating our business, we routinely make decisions as to the timing of the payment of invoices, the collection of receivables, among other matters. Each of these decisions has some impact on the financial results for any given period. In making these decisions, we consider various factors including contractual obligations, competition, internal and external financial targets and expectations, and financial planning objectives. On an on-going basis, we evaluate our estimates, including those related to allowance for doubtful accounts, impairment of long-term assets, especially goodwill and intangible assets, assumptions used in the valuation of stock-based compensation, and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Certain capitalized terms used below but not otherwise defined, are defined in, and shall be read along with the meanings given to such terms in, the notes to the audited and unaudited consolidated financial statements of the Company, above.
References to our websites and those of third parties below are for information purposes only and, unless expressly stated below, we do not desire to incorporate by reference into this prospectus information in such websites.
The following discussion is based upon our financial statements included elsewhere in this prospectus, which has been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies.
Introduction
Business Development
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of our Company. Management’s Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the consolidated financial statements.
| 27 |
Liberty Star Uranium & Metals Corp. was formerly Liberty Star Gold Corp. and formerly Titanium Intelligence, Inc. (“Titanium”). Titanium was incorporated on August 20, 2001, under the laws of the State of Nevada. On February 5, 2004, we commenced operations in the acquisition and exploration of mineral properties business. Big Chunk Corp. (“Big Chunk”) was our wholly-owned subsidiary and was incorporated on December 14, 2003, in the State of Alaska. Big Chunk is engaged in the acquisition and exploration of mineral properties business in the State of Alaska. Big Chunk was dissolved on June 3, 2019. Redwall Drilling Inc. (“Redwall”) was our wholly owned subsidiary and was incorporated on August 31, 2007, in the State of Arizona. Redwall performed drilling services on our mineral properties. Redwall ceased drilling activities in July 2008 and was dissolved on March 30, 2010. In April 2007, we changed our name to Liberty Star Uranium & Metals Corp (“Liberty Star”) to reflect our current general exploration for base and precious metals. We are in the exploration phase of operations and have not generated any revenues from operations.
In October 2014, we formed our wholly-owned subsidiary, Hay Mountain Holdings LLC (“HMH”) (formerly known as Hay Mountain Super Project LLC), to serve as the primary holding company for development of the potential ore bodies encompassed in the Hay Mountain area of interest in Arizona. On April 11, 2019, we formed a new subsidiary named Earp Ridge Mines LLC, wholly owned by Hay Mountain Holdings LLC, intended for engagement with future venture partners.
On August 13, 2020, the Company formed Red Rock Mines, LLC, an Arizona corporation, as a wholly-owned subsidiary of Hay Mountain Holdings, LLC.
Our Current Business
We are engaged in the acquisition and exploration of mineral properties in the state of Arizona and the Southwest USA. Claims in the state of Arizona are held in the name of Liberty Star. We use the term “Super Project” to indicate a project in which numerous mineral targets have been identified, any one or more of which could potentially contain commercially viable quantities of minerals. Our significant projects are described below.
Tombstone Super Project (“Tombstone”): Tombstone is a large and ancient (72 million years before the present – or Laramide in age) volcanic structure – a caldera. The US Geological Survey caldera experts conclude this is correct. Subsequently, more than seventeen calderas of various ages have been identified in Arizona by the US Geological survey, the Arizona Geological Survey and others. Such calderas of Laramide age are all associated with porphyry alteration and copper and associated mineralization; many of these have become very large copper mines. Advanced technology has indicated that alteration associated mineralization at Tombstone is much more extensive than originally thought. This alteration lies largely under cover and is indicated by geochemistry, geophysics and projection of known geology into covered areas.
All the properties summarized below are considered as “Exploration stage properties” under the definition of SK1300 and are considered “non-material properties.”
The Hay Mountain Property: The Hay Mountain Property is located 6.5 miles southeast of Tombstone where we hold 35 Arizona State Mineral Exploration Permits (MEPs) covering (12,878.18 acres) or 20.12 square miles, and 93 federal lode mining claims covering (1,594.68 acres) or 2.49 square miles and is accessible by Hwy 80, Davis Rd. and Wild West Road.
At Hay Mountain, we plan to ascertain whether the Hay Mountain lode mining claims and AZ MEPs possess commercially viable deposits of copper, gold, molybdenum, silver, zinc, rare earth metals and other valuable metals. We have a phased exploration plan that involves diamond drilling of multiple holes over targets determined by analysis of geochemical sampling and ZTEM electromagnetic and magnetic survey. Initial phase 1 drilling is planned to take approximately one year. Should results indicate the viability of the property, additional phased work, both exploration and development, is planned over the course of seven total years to define the nature and size of any potential ore bodies and move toward mining. Any exploration plans are dependent on acquiring suitable funding. No part of the phased program is currently funded.
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From early December 2023 until March 4, 2024, we drilled the first two holes of our Phase 1 drilling project in the Hay Mountain Property. Hole HM-23-01 was 1,500’ deep and hole HM-23-02 was 3,437’ deep. The first two holes do not provide a sufficient data set to prepare an estimate of the overall mineral resources under S-K 1300. These holes were designed as a ‘test of concept’ to check the results of the previous geochemical and geophysical work done by us in the past. Hole HM-23-01 was not drilled deep enough to encounter alteration nor mineralization and will be deepened at a future date. Hole HM-23-02 did encounter alteration and mineralization associated with a copper porphyry system, with trace level copper values found in the intrusive rock to 0.1%. Further drilling will be required in this area to begin to understand the scope and source of that mineralization.
Holes 01 and 02 are the first two holes of a much larger phase of planned drilling to be conducted in 2024. A full technical report on the drilling program will be prepared at the conclusion of phase one.
On November 25, 2020, the Company received approval from the Arizona State Land Department for 5 additional MEP’s covering 2,369.15 acres for a total of 16,662.10 acres or 26.03 square miles at our Hay Mountain Property.
From July 14th to August 5th, 2020, field mapping was conducted on the Hay Mountain Property, located 7 km southeast of Tombstone, in Cochise County, Arizona. The purpose of mapping was to identify alteration and veining associated with an inferred porphyry copper system at depth, determine the extent of hydrothermal alteration, and comment on the possible timing of emplaced mineralization. Mapping was conducted at 1:10,000 scale and a total of 183 carbonate vein samples were taken for XRF analysis and UV fluorescence response.
Robbers Roost exploration property: On June 16, 2020, the Company acquired 2 Mineral Exploration Permits (“MEP”) covering 240 acres at Robbers Roost. Which is located 5.89 miles west of the Hay Mountain Project. While the Robbers Roost MEP area is new to the Company, it has been explored previously by several exploration companies, in the 1970’s and 1990’s, and recently has received significant interest by others operating in the area. Drilling by ASARCO indicates “the presence of a granodioritic porphyry intrusive at depth below the alteration zone. The intrusive is characterized by porphyry copper style alteration and mineralization.” (JB Nelson, “Robbers’ Roost Summary Report,” 1995, p. 2 http://docs.azgs.az.gov/SpecColl/2008-01/2008-01-0103.pdf)
Red Rock Canyon exploration property: As of mid-March 2024, the Company is currently conducting a statistical sampling program on the property. Channel samples are cut using a handheld rock saw across the jasperoid lenses at measured lengths and spacing between the channels. QA/QC samples are being inserted into the sample stream as per “Industry Standard”. Results are pending.
On August 20, 2021, the Company executed a financing agreement for the purpose of drilling for the Red Rock Canyon Gold Property in Cochise County, Arizona. The agreement allowed for a $1,000,000 common stock purchase agreement (the “Purchase Agreement”) and a $1,000,000 warrant agreement (the “Warrant Agreement,” together “the Agreements”) with Triton Funds LP (“Triton”) of San Diego, California under a Form S-1 registration now effective. As of December 31, 2022, the purchase agreement expired.
On May 26, 2021, the Company announced the public release of geochemical assay results prepared by ALS/USA Inc. The Company noted in its news release issued May 21, 2021 that the results were forthcoming. Previously released geochemical assay results from October 2020 and February 2021 can be viewed on the Liberty Star Minerals website. This set of results strongly aligns with previous assay results indicating that the Red Rock portion of the Hay Mountain Project is a potential gold property.
On March 15, 2021, the Company announced the release of more rock chip assay results from the Red Rock Canyon area located within the Hay Mountain Project. 28 samples were submitted to the ALS/USA Inc. Tucson location with results returned to the Company February 6, 2021. This set of samples are within and outside of the original study area and expand on the October 2020 geochemical sampling undertaken on MEP land within the Company’s Red Rock Canyon holdings.
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On November 11, 2020, the Company announced the identification of potentially exploitable gold mineralization on its recently acquired Arizona State Land Department Mineral Exploration Permits. Preliminary surface exploration on the Red Rock MEPs advances the Company’s knowledge of the porphyry system signature associated with magnetic highs at, and adjacent to the north of, Target 1, and represent the expansion of biogeochemical, surface rock sampling, and x-ray fluorescence (“XRF”) work continuing at Target 1 and on the anticipated gold halo likely associated with the indicated porphyry center. The Company discovered multiple outcrops of intensely silicified rock in the initial observational field work. These outcrops generally occur in linear features several feet in thickness with multiple features oriented en-echelon with interstitial host country rock of varying horizontal dimension. These outcrops contain densely distributed jasperoids, which, when sampled yield what the Company believes are potentially economically exploitable concentrations of gold. There was a total of 23 representative (1 to 2 kg) rock sample assays. These assays demonstrate gold concentrations ranging from below detection limits of 0.05 ppm in country rock surrounding certain outcrops to a high of 13.55 ppm in direct outcrop samples. Of the 23 assayed samples, nine (9) show gold concentrations of 0.95 ppm or more.
The Tombstone exploration property: The Tombstone exploration property consists of nine claims that are undeveloped. However, significant amounts of aeromagnetic surveys, IP (Induced Polarization Surveys), geologic mapping by the USGS and others, and geochemical surveys including soil, rock and vegetation sampling have been conducted at various times by various parties, over the last 60 years. When compiled and analyzed these various data suggest a compelling series of anomalies that are typical of buried, dirt and rock covered porphyry copper system(s). Below is a summary of prior exploration activities performed on our Tombstone claims: Technical Report: In mid-March 2011, Liberty Star contracted SRK to prepare three (3) Technical studies and Reports in a form similar to mineral reports prescribed under NI 43-101. Members of SRK’s engineering/scientific staff supervised by a Qualified Person as defined under NI 43-101 and SRK’s Tucson Office Principal Geologist, Corolla Hoag, and geologist Dr. Jan Rasmussen have visited the Tombstone property.
Title to mineral claims involves certain inherent risks due to difficulties in determining the validity of certain claims, as well as potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. We have investigated title to all the Company’s mineral properties and, to the best of its knowledge, title to all properties retained are in good standing.
The mineral resource business generally consists of three stages: exploration, development and production. Mineral resource companies that are in the exploration stage have not yet found mineral resources in commercially exploitable quantities and are engaged in exploring land in an effort to discover them. Mineral resource companies that have located a mineral resource in commercially exploitable quantities and are preparing to extract that resource are in the development stage, while those engaged in the extraction of a known mineral resource are in the production stage. We have not found any mineral resources in commercially exploitable quantities.
There is no assurance that a commercially viable mineral deposit exists on any of our properties, and further exploration is required before we can evaluate whether any exist and, if so, whether it would be economically feasible to develop or exploit those resources. Even if we complete our current exploration program and we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering studies before we could know whether that mineral deposit will constitute a commercially viable mineral deposit, known as an “ore reserve.”
SK 1300 Regulation
Liberty Star has performed many hours of field work mapping and sampling on our Red Rock Canyon Gold Project and although we do not have drilling core to prove results, we have through analysis of Geochem sampling, evidence of an anomaly.
To date, we have not generated any revenues. Our ability to pursue our business plan and generate revenues is subject to our ability to obtain additional financing, and we cannot give any assurance that we will be able to do so.
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Results of Operations
Results of Operations for the Three-Month Periods Ended July 31, 2025 and 2024
We had a net loss of $218,712 for the three months ended July 31, 2025, compared to a net income of $1,149,145 for the three months ended July 31, 2024. The change in net loss was primarily due to a change in derivative liability.
During the three months ended July 31, 2025, we had an increase of $3,316 in geological and geophysical expense compared to the three months ended July 31, 2024, due primarily to an increase in geologist fees and filing fees for the three-month period. During the three months ended July 31, 2025, we had a decrease of $4,924 in salaries and benefit expense compared to the three months ended July 31, 2024, due to a decrease in wages, benefits and reimbursements. During the three months ended July 31, 2025, we had a decrease of $49,450 in professional services compared to the three months ended July 31, 2024, due primarily to decreases in accounting and audit fees. We had a decrease in general and administrative expenses of $169,967 during the three months ended July 31, 2025, as compared to the three months ended July 31, 2024, which was primarily due to a decrease in stock compensation. We had a decrease in interest expense of $21,414 during the three months ended July 31, 2025, as compared to the three months ended July 31, 2024. We had a change in other expenses of $1,589,062 during the three months ended July 31, 2025, as compared to the three months ended July 31, 2024, which was primarily due to a decrease in gain on change in fair value of derivative liability and an increase in loss on settlement of liabilities.
Results of Operations for the Six-Month Periods Ended July 31, 2025 and 2024
We had net loss of $554,844 for the six months ended July 31, 2025, compared to a net income of $1,460,526 for the six months ended July 31, 2024. The change in net loss was primarily due to a change in derivative liability.
During the six months ended July 31, 2025, we had a decrease of $300,882 in geological and geophysical expense compared to the six months ended July 31, 2024, due primarily to a decrease in geologist fees and filing fees for the six-month period. During the six months ended July 31, 2025, we had a decrease of $2,608 in salaries and benefit expense compared to the six months ended July 31, 2024, due to a decrease in wages, benefits and reimbursements. During the six months ended July 31, 2025, we had a decrease of $35,791 in professional services compared to the six months ended July 31, 2024, due primarily to decreases in accounting and audit fees. We had a decrease in general and administrative expenses of $209,962 during the six months ended July 31, 2025, as compared to the six months ended July 31, 2024, which was primarily due to a decrease in stock compensation. We had an increase in interest expense of $6,214 during the six months ended July 31, 2025, as compared to the six months ended July 31, 2024. We had a change in other expenses of $2,564,613 during the six months ended July 31, 2025, as compared to the six months ended July 31, 2024, which was primarily due to a decrease in gain on change in fair value of derivative liability and an increase in loss on settlement of liabilities.
Results of Operations for the Fiscal Years Ended January 31, 2025 and 2024
We had a net income of $2,122,189 for the fiscal year ended January 31, 2025 compared to a net loss of $4,080,258 for the fiscal year ended January 31, 2024. Net income increased by $6,202,447 due primarily to the increase in gain on the change in fair value of derivative liability.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Presentation of Financial Information
Our consolidated financial statements for the fiscal year ended January 31, 2025 reflect financial information for the fiscal years ended January 31, 2025 and 2024.
Since we have not generated any revenue, there is substantial doubt regarding our ability to continue as a going concern in connection with our consolidated financial statements for the fiscal years ended January 31, 2025 and 2024. Our accumulated deficit on January 31, 2025, was approximately $59 million and the net income from operations for the fiscal year ended January 31, 2025 was $2,122,189. All of our exploration costs are expensed as incurred.
These consolidated financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized, and liabilities settled in the ordinary course of business. Accordingly, these consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
In order to continue as a going concern, we require additional financing. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to continue as a going concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in the preparation of the consolidated financial statements.
Critical Accounting Policies
Our consolidated financial statements have been prepared in conformity with GAAP. Our significant accounting policies are described in Note 2 to the consolidated financial statements included in Item 8 of this annual report on Form 10-K. The critical accounting policies adopted by our company are as follows:
Going Concern
Since we have not generated any revenue, we have negative cash flows from operations, and negative working capital we have included a reference to the substantial doubt about our ability to continue as a going concern in connection with our consolidated financial statements for the period ended January 31, 2025. Our total stockholders’ deficit at January 31, 2025 was $1,673,957.
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These consolidated financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized, and liabilities settled in the ordinary course of business. Accordingly, these consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
Mineral claims
We account for costs incurred to acquire, maintain, and explore mineral properties as charged to expense in the period incurred until the time that a proven mineral resource is established at which point development of the mineral property would be capitalized. Currently, we do not have any proven mineral resources on any of our mineral properties.
Convertible promissory notes
We reviewed the convertible promissory notes and the related subscription agreements to determine the appropriate reporting within the financial statements. We report convertible promissory notes as liabilities at their carrying value less unamortized discounts in accordance with the applicable accounting guidance. We bifurcate conversion options and detachable common stock purchase warrants and report them as liabilities at fair value at each reporting period when required in accordance with the applicable accounting guidance. No gain or loss is reported when the notes are converted into shares of our common stock in accordance with the note’s terms.
Common stock purchase warrants
We report common stock purchase warrants as equity unless a condition exists which requires reporting as a derivative liability at fair market value. The valuation of the derivative liability of the warrants is determined through the use of a Monte Carlo options model that values the liability.
Liquidity and Capital Resources
We had cash and cash equivalents in the amount of $313,543 as of July 31, 2025. We had a working capital deficit of $778,760 as of July 31, 2025. We used cash in operating activities of $345,546 for the six months ended July 31, 2025.
Advances
On April 28, 2025, we received an advance of $75,000 from Pete O’Heeron, Chairman of the Board. The advance is unsecured, non-interest bearing and is payable on demand.
As of July 31, 2025 and January 31, 2025, the advances related party balance was $265,000 and $205,000, respectively.
Convertible promissory notes
We have issued the following convertible promissory notes in private placements of our securities to institutional investors pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act.
On March 3, 2025, we entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $61,600 (the “March 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $5,600 plus an additional $6,000 to pay for transaction fees to the lender, matures on December 15, 2025, and is convertible after 180 days into shares of common stock at a price of 75% of the average of the three lowest closing bid prices of common stock during the 10 trading days prior to conversion. As of July 31, 2025, note balance was $56,063, net of $5,537 discount.
On April 29, 2025, we entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $89,650 (the “April 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $8,150 plus an additional $6,500 to pay for transaction fees to the lender, matures on February 15, 2026, and is convertible after 180 days into shares of common stock at a price of 75% of the average of the three lowest closing bid prices of common stock during the 10 trading days prior to conversion. As of July 31, 2025, note balance was $79,666, net of $9,984 discount.
On May 30, 2025, we entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $73,700 (the “May 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $6,700 plus an additional $7,000 to pay for transaction fees to the lender, matures on March 15, 2026, and is convertible after 180 days into shares of common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. As of July 31, 2025, note balance was $62,939, net of $10,761 discount.
On July 14, 2025, we entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $79,200 (the “July 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $7,200 plus an additional $7,000 to pay for transaction fees to the lender, matures on April 30, 2026, and is convertible after 180 days into shares of common stock at a price of 75% of the average of the three lowest closing bid prices of common stock during the 10 trading days prior to conversion. As of July 31, 2025, note balance was $65,832, net of $13,368 discount.
Summary of Cash Flows
Cash used in operating activities
Net cash used in operating activities was $345,546 and $658,867 for the six months ended July 31, 2025, and 2024, respectively, and mainly included payments made for geological and geophysical costs, compensation, and professional fees to our consultants, attorneys and accountants.
Cash provided by financing activities
Net cash provided by financing activities was $638,127 for the six months ended July 31, 2025, related to the proceeds from issuance of common stock and warrants, convertible promissory notes and notes payable, related party, which were offset by the repayments of convertible notes, notes payable, related party and advances, related party. Net cash provided by financing activities was $595,019 for the six months ended July 31, 2024, related to the proceeds from convertible promissory notes and proceeds from notes payable, related party, which were offset by the repayment of advances, related party.
DIRECTORS AND EXECUTIVE OFFICERS
All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
| Name | Position(s) Held with the Company | Age | Date First Elected or Appointed | |||
| Peter O’Heeron | Chairman of the Board, Secretary and Treasurer | 61 | September 6, 2012 | |||
| Patricia Madaris | Acting CEO, Chief Financial Officer, VP Finance | 73 | May 8, 2015 | |||
| Nicholas Hemmerly | Director | 41 | September 26, 2022 | |||
| Saleem Elmasri | Director | 37 | August 16, 2023 | |||
| Gerardo King | Director | 47 | August 23, 2024 |
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Peter O’Heeron. Mr. O’Heeron serves as our Chairman of the Board, Director, Secretary, and Treasurer. With more than 25 years of medical technology development experience, Mr. O’Heeron brings together the resources necessary to commercialize unique technologies. His expertise covers a broad range of disciplines, from business start-ups and biologics, to medical devices and patient centered healthcare delivery. Prior to founding SpinalCyte, LLC, Mr. O’Heeron founded and still serves as CEO of an operational investment group, Advanced Medical Technologies, LLC, which identifies early stage opportunities in the medical field with strong intellectual property potential. Mr. O’Heeron’s previous experience includes the founding of NeoSurg Technologies to develop a minimally invasive access system. As a result of his efforts, NeoSurg Technologies was successful in launching the T2000 Minimally Invasive Access System, which reduced surgical equipment cost by over 60%. Mr. O’Heeron completed the sale of NeoSurg Technologies to CooperSurgical. Mr. O’Heeron was employed by Christus Health Care Corporation in a variety of executive-level positions. Mr. O’Heeron has provided strategic advisory services to healthcare companies in the areas of biologics, surgical instrumentation and telemedicine. Mr. O’Heeron received his Masters in Healthcare Administration from the University of Houston Clear Lake. Mr. O’Heeron completed Executive Management Certification in Mergers and Acquisition from University of Chicago and holds a Bachelor’s Degree in Healthcare Administration with a minor in Business Administration from Texas State University. Mr. O’Heeron holds 13 Patents and currently has 63 Patents Pending from surgical instrumentation to biologics and software development.
Patricia Madaris. Ms. Madaris has served Liberty Star since 2011 beginning as Executive Assistant to the President and Board of Directors. In May 2015, she was elected by the Board of Directors to the position of Vice President, Finance and Accounting. On January 13, 2019, Patricia was elected by the Board to serve in the additional office of Chief Financial Officer. Patricia Madaris is currently also serving as Acting CEO. Since the beginning of her tenure with Liberty Star, Patricia has successfully engaged, negotiated, and closed financings; overseen the Company’s financial reporting; and projected and planned financially for ongoing operations including development. She has previously held the title of accounting/manager for corporations in Arizona, Florida, and California. Ms. Madaris holds a Bachelor of Science in Accounting and received a Master Business Administration (MBA) in 2017, both Summa Cum Laude from Indiana Wesleyan University.
We believe Ms. Madaris is proven to be qualified to serve as an Officer for our company in her many capacities because of her extensive education and business experience as described above.
Nicholas H. Hemmerly. Appointed to the Board of Directors, September, 2022. Nicholas H. Hemmerly is Co-Head of Investment Banking at Clear Street. Prior to joining Clear Street Mr. Hemmerly was Head of Investment Banking at Bridgeway Capital Partners, LLC, a Merchant Bank. Prior to PwC CF Mr. Hemmerly was Head of Life Sciences Investment banking at PricewaterhouseCoopers Corporate Finance LLC (PwC CF). Prior to PwC CF, Mr. Hemmerly worked at Jefferies LLC with a focus on executing M&A and financing transactions within the pharmaceutical and life sciences sectors. Prior experience includes investment banking roles in JPMorgan’s Healthcare Group as well as JMP Securities Healthcare Group. Mr. Hemmerly began his investment banking career as an analyst with Wachovia Securities.
We believe Mr. Hemmerly is qualified to serve on our board of directors because of his extensive business experience as described above.
Saleem Elmasri: Appointed to the Board of Directors, August 2023. Saleem Elmasri (CPA) is a seasoned business professional with over 15 years of experience in financial and management consulting. He began his career at PricewaterhouseCoopers and worked for several of the firm’s Fortune 500 clients. From PwC, he transitioned to lead advisory practices at boutique consulting firms, specializing in transaction and complex accounting advisory. Saleem has helped his clients navigate transformational endeavors such as acquisitions, divestitures, mergers, and restructurings. Focused primarily on the life sciences and technology sectors, Saleem has augmented leadership teams in decision making roles to navigate transactions in the public markets, drive transformative business development efforts, including acquisitions and divestitures, and various SEC or audit compliance matters. Saleem is an experienced investor focused on early-stage companies addressing global scale challenges, having a large addressable market, and visionary founders. Beginning in 2016, Saleem has served as the CEO advisor, CFO, or Board member at several early-stage companies and in 2020, launched Titan Advisory Services to provide such services. In 2022, Saleem launched Titan Ventures, an eco-system driven venture capital firm, to allow colleagues and friends to participate in early-stage and other private market investments. In 2023, Saleem launched Titan Strategic Partners to help clients navigate project financing for ambitious infrastructure ventures.
We believe Mr. Elmasri is qualified to serve on our board of directors because of his extensive business experience as described above.
Gerardo King: Appointed to the Board of Directors, August 2024. Gerardo King brings his expertise in finance, financial structuring, mergers & acquisitions, and advisory services to Liberty Star’s board. He is a seasoned, successful investment banker, principal investor, board member, and managing partner with over 25 years of experience in financial services and the mining industry. As the founder and CEO of Tamesis, a regional boutique investment bank, Mr. King oversees a diverse portfolio of clients and sectors across the U.S.A., Latin America, and Europe. He also serves as a board director at Peak 10 Energy, a leading energy company, providing strategic guidance and oversight on that company’s growth and sustainability initiatives. Throughout his career, he has successfully closed multiple transactions worth over $25BN. He has structured innovative and complex financing solutions and built and maintained strong relationships with key stakeholders, partners, and colleagues. He has leveraged his expertise in capital markets, asset management, strategic planning, and business development to drive value creation and positive impact to the organizations and communities he has worked with. Mr. King lives in Austin, Texas.
We believe Mr. King is qualified to serve on our board of directors because of his extensive business experience as described above.
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Family Relationships
There are no family relationships among our directors or officers.
Board and Committee Meetings
The board of directors of our company held 15 formal meetings during the fiscal year ended January 31, 2024.
There have been no material changes to the procedures by which our shareholders may recommend nominees to our board of directors during the fiscal year ended January 31, 2024. Shareholders may contact our interim CEO, Patricia Madaris, to recommend nominees to our board of directors.
For the fiscal year ended January 31, 2024 our only standing committee of the board of directors was our audit committee. We do not have a nominating committee or a compensation committee.
Audit Committee
Currently our audit committee consists of our entire board of directors. We do not have a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act.
During the fiscal year ended January 31, 2024, the audit committee did not hold any meetings. Rather, the business of the audit committee was conducted by resolutions consented to in writing by all the members of the board and filed with the minutes of the proceedings of the board.
Audit Committee Financial Expert
Our board of directors has determined that it does not have a member of its board of directors or audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.
We believe that the members of our board of directors are collectively capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.
Involvement in Certain Legal Proceedings
Our directors and executive officers have not been involved in any of the following events during the past 10 years:
| 1. | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or, |
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| 6. | being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self- regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Code of Ethics
Effective March 15, 2004, our company’s board of directors adopted a Code of Business Conduct and Ethics that applies to all employees, including our company’s Chief Executive Officer, Chief Financial Officer and VP Finance. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
| 1. | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| 2. | full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us; |
| 3. | compliance with applicable governmental laws, rules and regulations; |
| 4. | the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and |
| 5. | accountability for adherence to the Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity. |
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer that becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics was filed with the SEC on March 13, 2004 as Exhibit 14.1 to our annual report on Form 10-KSB for the fiscal year ended December 31, 2003. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Liberty Star Uranium & Metals Corp., 2 E. Congress St. Ste. 900, Tucson, AZ 85701.
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EXECUTIVE COMPENSATION
Following are the particulars of all compensation paid or accruing to our named executive officers for the last two fiscal years ended.
Summary Compensation Table
Name and Principal Position | Year Ended January 31, | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Nonequity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||
| Brett Gross, CEO (1) | 2024 | - | - | - | 16,750 | - | - | 16,750 | ||||||||||||||||||||||
| 2023 | - | - | - | - | - | - | - | |||||||||||||||||||||||
| Patricia Madaris, Interim Chief Executive Officer, President, CFO (2) | 2024 | 87,561 | 5,000 | - | 47,300 | - | 41,688 | 181,549 | ||||||||||||||||||||||
| 2023 | 82,561 | - | - | 22,363 | - | - | 104,924 | |||||||||||||||||||||||
| (1) | Elected as President and Chief Executive Officer on December 7, 2018 and received no compensation for these services. On September 29, 2023, Mr. Gross resigned from his position as President and Chief Executive Officer of the Company |
| (2) | Appointed Interim Chief Executive Officer, President on September 29, 2023. |
| (3) | For year ended January 31, 2024, $41,688 payment for salary accrued for services provided in prior years. |
Outstanding Equity Awards at January 31, 2024
The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of January 31, 2024.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested | Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested | |||||||||||||||||||||
| Brett Gross | - | - | - | - | - | - | - | - | ||||||||||||||||||||||
| Patricia Madaris | 1,226,005 | - | - | $ | 0.04 & $0.226 | 11.16.2033 & 6.28.2034 | - | - | - | - | ||||||||||||||||||||
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Compensation Plans
As of January 31, 2024, we had three compensation plans in place, entitled “2004 Stock Option Plan”, “2007 Stock Option Plan” and “2010 Stock Option Plan”. These plans have been approved by our security holders. These plans have been given retroactive effect of the 1-for-4 reverse stock split on September 1, 2009 and 1-for-500 reverse stock split on February 25, 2021.
Long-Term Incentive Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers receive stock options at the discretion of our Board. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board.
Employment Contracts
We have not entered into any written employment agreements or compensation arrangements with any of our named executive officers.
Compensation of Directors
We have no formal plan for compensating our directors for their service in their capacity as directors, although our directors may receive stock options to purchase common stock as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any cash compensation for their services as a director, including committee participation and/or special assignments.
Equity Compensation Plan Information
As of January 31, 2024, we had three compensation plans in place, entitled “2004 Stock Option Plan”, “2007 Stock Option Plan” and “2010 Stock Option Plan”. These plans have been approved by our security holders. These plans have been given retroactive effect of the 1-for-4 reverse stock split on September 1, 2009 and 1-for-500 reverse stock split on February 25, 2021.
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, and Rights (a) | Weighted- Average Exercise Price of Outstanding Options, and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a) (c) | |||||||||
| Equity Compensation Plans Approved by Security Holders | 0.00 | 6.51 | 0.00 | |||||||||
| Equity Compensation Plans Not Approved by Security Holders: One Off Grants | 0.00 | 0.02 | N/A | |||||||||
| Total | 0.00 | N/A | ||||||||||
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LEGAL MATTERS
The validity of the shares of our common stock offered hereby will be passed upon for us by Frascona, Joiner, Goodman & Greenstein, PC
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Ownership of Certain Owners and Management
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and/or investing power with respect to securities. We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Additionally, shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of July 31, 2024, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
Unless otherwise indicated in the footnotes to the following table, each of the stockholders named in the table has sole voting and investment power with respect to the shares of our common stock and preferred stock beneficially owned. Except as otherwise indicated, the address of each of the stockholders listed below is c/o 50 West Liberty Street, Suite 880, Reno NV 89501.
| Name of Beneficial Owner | Common Stock Beneficially Owned | Percent of Common Stock Beneficially Owned | Class A Common Stock Beneficially Owned | Percent of Class A Common Stock Beneficially Owned | Total Voting Shares | Percent of Total Voting Shares(1) | ||||||||||||||||||
| Named Executive Officers and Directors: | ||||||||||||||||||||||||
| Peter O’Heeron | 36,119,586 (3) | 59.7 | % | 500,000 (5) | 100 | % | 125,006,067 | 83 | % | |||||||||||||||
| Patricia Madaris | 1,150,000 (4) | 2.3 | % | — | — | % | 150,000 | * | % | |||||||||||||||
| Nicholas Hemmerly | 320,000 (2) | * | % | — | — | % | * | * | % | |||||||||||||||
| Saleem Elmasri | 320,000 (2) | * | % | — | — | % | * | * | % | |||||||||||||||
| Gerardo King | 75,000 (2) | * | % | — | — | % | * | * | % | |||||||||||||||
| All directors and executive officers as a group (five persons) | 37,984,586 | 62 | % | 500,000 | 100 | % | 125,156,067 | 83.5 | % | |||||||||||||||
| Greater Than 5% Stockholders: | ||||||||||||||||||||||||
| None. | ||||||||||||||||||||||||
* Under 1%.
| (1) | Based on 50,976,252 shares of common stock and 500,000 of Class A common stock issued and outstanding as of October 1, 2024. |
| (2) | This amount includes incentive or non-qualified stock options that are currently exercisable or exercisable within 60 days of October 1, 2024. |
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| (3) | This amount includes 10,353,586 common stock purchase warrants and 260,000 non-qualified stock options that are currently exercisable or exercisable within 60 days. |
| (4) | This amount includes 1,000,000 non-qualified stock options that are currently exercisable or exercisable within 60 days of October 1, 2024. |
| (5) | The holders of Class A Common Stock vote with the holders of Common Stock on matters submitted to the shareholders for a vote. The Class A Common Stock are each entitled to 200 votes per share on all such matters, including, but not limited to, election of the Board of Directors. |
| * less than 1% |
Change of Control
The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as discussed below or otherwise disclosed above under “Executive Compensation”, this section, the following sets forth a summary of all transactions since February 1, 2022, or any currently proposed transaction, in which the Company was to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at January 31, 2024 or 2023, and in which any officer, director, or any stockholder owning greater than five percent (5%) of our outstanding voting shares, nor any member of the above referenced individual’s immediate family, had or will have a direct or indirect material interest (other than compensation described above under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.
Our CEO, Brett Gross, was elected as President and Chief Executive Officer on December 7, 2018 and received no compensation for these services during the nine months ended October 31, 2023 and 2022. On September 29, 2023, Mr. Gross resigned from his position as President and Chief Executive Officer of the Company. Patricia Madaris, VP Finance and Chief Financial Officer will serve as the Interim Chief Executive Officer.
Accrued Wages and Vacation
During the year ended January 31, 2024, the Company accrued $7,853 of wages and $7,630 of vacation to Ms. Madaris. On November 28, 2023, the Company paid $41,688 of accrued wages and settled $40,000 of accrued wages and accrued vacation. As of January 31, 2024, and 2023, we had a balance of accrued unpaid wages and vacation of $0 and $66,205 to Ms. Madaris, respectively.
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Advances
Advances from related parties during the years ended January 31, 2024 and 2023 are as follows:
| Year ended January 31, 2024 | Year ended January 31, 2023 | |||||||
| Prior period balance | $ | 5,000 | $ | – | ||||
| Cash advances | 1,363 | 24,550 | ||||||
| Expenses paid on behalf of Company | 3,157 | 18,096 | ||||||
| Non-cash repayments | (1,363 | ) | (18,650 | ) | ||||
| Repayments | (8,157 | ) | (18,996 | ) | ||||
| End of period balance | $ | – | $ | 5,000 | ||||
Note payable
On January 31, 2023, the Company entered into a promissory note with Brett Gross for $50,000 and received cash proceeds. During the year ended January 31, 2024, the Company signed an addendum to the January 31, 2023 promissory note to increase the promissory note with Mr. Gross to $86,579. The note bears interest at 10% and matures on January 31, 2024. During the nine months ended October 31, 2023, the Company received cash proceeds of $35,000, non-cash payment on the note of $9,751 and Mr. Gross paid $1,579 of expenses on the Company’s behalf.
On January 25, 2024, the Company entered into a promissory note a Director for $250,000 and received cash proceeds. The note bears interest at 10% and matures on January 25, 2025.
As of January 31, 2024 and 2023, the note payable related party balance was $326,828 and $50,000, respectively.
On May 20, 2024, the Company entered into a promissory note with Pete O’Heeron, Chairman of the Board, in the amount of $67,000 and received cash proceeds. The note bears interest at 10% and matures on May 20, 2025.
Class A Shares
On September 19, 2023, the Company entered into an agreement to issue a total of 199,000 shares of its Class A shares to Mr. Gross. The aggregate consideration paid for the Class A Shares was $9,781. The consideration was paid by offsetting the purchase price against the Company’s note payable of Mr. Gross. On September 29, 2023, Mr. Gross resigned from his position as President and Chief Executive Officer of the Company. Due to the resignation, the Company exchanged 250,000 shares of Class A common stock owned by Mr. Gross into 250,000 shares of common stock.
On September 19, 2023, the Company entered into an agreement to issue a total of 199,000 shares of its Class A shares to Chairman of the Board for cash proceeds of $9,751.
On November 9, 2023, the Company entered into an agreement to issue a total of 250,000 shares of its Class A shares to Chairman of the Board for cash proceeds of $9,525.
Common Shares
During the year ended January 31, 2024, the Company issued 23,521,147 units to the Chairman of the Board for $970,000 in cash proceeds and $1,908 of equipment purchased. Each unit consists of 1 share of our common stock and ½ warrant. The warrants have a relative fair value of $319,226. Each warrant allows the holder to purchase one share of our common stock at a price ranging from $0.144 -$0.262 per share. The warrants expire three years from the date of issuance. The Company valued the warrants using the Black-Scholes option-pricing model with the following range of key assumptions: fair value stock price, $0.04 - $0.0637, Exercise price, $0.0419 -$0.0753, Term 3 years, Volatility 164% - 166%, and Discount rate 4.23% - 4.82% and a dividend yield of 0%.
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During the year ended January 31, 2023, the Company issued 85,204 units to the Chairman of the Board for $3,000 in cash proceeds. Each unit consists of 1 share of our common stock and ½ warrant. The warrants have a relative fair value of $7,173. Each warrant allows the holder to purchase one share of our common stock at a price ranging from $0.144 -$0.150 per share. The warrants expire three years from the date of issuance. The Company valued the warrants using the Black-Scholes option-pricing model with the following range of key assumptions: fair value stock price, $0.117 - $0.126 , Exercise price, $0.144 -$0.15, Term 3 years, Volatility 157% - 162%, and Discount rate 3.90% - 4.13% and a dividend yield of 0%.
Other
On March 13, 2023, the Company granted 250,000 options to the CEO. The options expire ten years following issuance and have an exercise price of $0.067. The options vested upon issuance and have a total fair value of $16,750. On the same day, the Company issued a note agreement to the CEO totaling $16,750 and the CEO exercised the 250,000 options. The note bears interest of 3.15% per annum, is due on March 15, 2028 and was recorded as a subscription receivable. As of October 31, 2023 and January 31, 2023, the subscription receivable was $117,850 and $117,468, respectively.
On June 22, 2023, the Company granted 150,000 options to a member of the board of directors. The options expire ten years following issuance and have an exercise price of $0.059. The options vest 50% upon issuance and the remaining 50% on July 1, 2024 and have a total fair value of $8,850. The Company valued the options using the Black-Scholes option-pricing model with the following key assumptions: fair value stock price, $0.0590, Exercise price, $0.0590, Term 10 years, Volatility 173%, and Discount rate 3.9% and a dividend yield of 0%.
On August 14, 2023, the Company granted 75,000 options to a member of the board of directors. The options expire ten years following issuance and have an exercise price of $0.0594. The options vest monthly over one year and have a total fair value of $4,935. The Company valued the options using the Black-Scholes option-pricing model with the following key assumptions: fair value stock price, $0.0658, Exercise price, $0.0597, Term 10 years, Volatility 172%, and Discount rate 4.19% and a dividend yield of 0%.
On November 16, 2023, the Company granted 1,550,000 options to a member of the board of directors, an employee, and an officer. The options expire ten years following issuance and have an exercise price of $0.04. The options vest upon issuance and have a total fair value of $73,315. The Company valued the options using the Black-Scholes option-pricing model with the following key assumptions: fair value stock price, $0.0473, Exercise price, $0.04, Term 10 years, Volatility 173%, and Discount rate 4.45% and a dividend yield of 0%.
On January 23, 2024, the Company granted 600,000 options to a member of the board of directors. The options expire ten years following issuance and have an exercise price of $0.036. The options vest 25% quarterly over one year and have a total fair value of $225,720. The Company valued the options using the Black-Scholes option-pricing model with the following key assumptions: fair value stock price, $0.0376, Exercise price, $0.036, Term 10 years, Volatility 178%, and Discount rate 4.14% and a dividend yield of 0%.
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, directors and significant shareholders. However, all of the transactions described above were approved and ratified by our directors. In connection with the approval of the transactions described above, our directors took into account various factors, including his fiduciary duty to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at https://www.sec.gov. Copies of documents filed by us with the SEC (including exhibits) are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at 2 E Congress St. Ste 900, Tucson, Arizona 85701; Telephone: (520) 561-7033.
This prospectus is part of a registration statement on Form S-1 that we filed with the SEC to register the securities offered hereby under the Securities Act. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. For further information with respect to our company and the securities offered by this prospectus, as well as the exhibits and schedules to the registration statement, we refer you to the registration statement and those exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s website.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth costs and expenses payable by us in connection with the sale and distribution of the securities being registered. All of the amounts shown are estimates, except for the SEC registration fee:
| Amount to be Paid | ||||
| SEC registration fee | $ | [ ] | ||
| Legal fees and expenses | [ ] | |||
| Accounting expenses | [ ] | |||
| Total expenses | $ | [ ] | ||
Item 14. Indemnification of Directors and Officers.
Our Articles of Incorporation and Bylaws mandate that we indemnify our officers, directors and agents to the extent permitted under the Nevada Revised Statute (“NRS”). NRS Section 78.7502 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.
NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
NRS Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
| II-1 |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.
Item 15. Recent Sales of Unregistered Securities.
Class A Shares
On September 19, 2023, the Company entered into an agreement to issue a total of 199,000 shares of its Class A shares to CEO/President Brett Gross. The aggregate consideration paid for the Class A Shares was $9,781. The consideration was paid by offsetting the purchase price against the Company’s note payable of Mr. Gross. On September 29, 2023, Mr. Gross resigned from his position as President and Chief Executive Officer of the Company. Due to the resignation, the Company exchanged 250,000 shares of Class A common stock owned by Mr. Gross into 250,000 shares of common stock.
On September 19, 2023, the Company entered into an agreement to issue a total of 199,000 shares of its Class A shares to Chairman of the Board, Pete O’Heeron, for cash proceeds of $9,751.
On November 9, 2023, the Company entered into an agreement to issue a total of 250,000 shares of its Class A shares to Chairman of the Board, Pete O’Heeron, for cash proceeds of $9,525.
Common Stock Issued During the Year Ended January 31, 2024
During the year ended January 31, 2024, the Company issued a total of 5,666,917 shares of our common stock for conversions of $223,733 in principal and $9,547 of interest on convertible notes payable at exercise prices ranging from $0.0297 to $0.0888.
On May 26, 2023, the Company entered into a twelve-month stock compensation and subscription agreement with an investor relations firm that includes the issuance of 978,300 shares of common stock. Upon signing the agreement, the Company issued 978,300 shares of common stock and will recognize the expense over the twelve-month service period.
During the year ended January 31, 2024, the Company issued 23,521,147 units to the Chairman of the Board for $970,000 in cash proceeds and $1,908 of equipment purchased. Each unit consists of 1 share of our common stock and ½ warrant.
Common Stock Issued During the Year Ended January 31, 2023
During the year ended January 31, 2023, the Company issued a total of 2,424,896 shares of our common stock for conversions of $374,640 of convertible notes payable and accrued interest at exercise prices ranging from $0.0108 to $0.3207.
On May 19, 2022, the Company sold 13,298 units at a price of $0.376 per unit to an accredited investor for proceeds of $5,000. Each unit consists of 1 share of our common stock and 0.50 warrants.
On July 1, 2022, the Company entered into a stock compensation and subscription agreement with Dutchess Group LLC. Per the agreement, Dutchess Group will provide services to the Company and will be issued 500,000 shares of the Company’s common stock. During the nine months ended October 31, 2022, the Company issued 500,000 shares of common stock valued at $160,000.
On July 7, 2022, the Company issued 1,109,804 shares of its common stock for gross proceeds of $187,030, or $0.1685 per share.
| II-2 |
On August 12, 2022, the Company settled a $5,000 advance from a related party for the issuance of 26,738 units at a price of $0.187 per unit. Each unit consists of 1 share of our common stock and 0.50 warrants. Each warrant allows the holder to purchase one share of our common stock at a price of $0.262 per share at any time on or before August 12, 2025.
On November 30, 2022, the Company settled a $6,500 advance from a related party for the issuance of 23,812 units at a price of $0.103 per unit. Each unit consists of 1 share of our common stock and 0.50 warrants. Each warrant allows the holder to purchase one share of our common stock at a price of $0.144 per share at any time on or before November 30, 2025.
On January 30, 2023, the Company issued 80,564 units at a price of $0.126 per unit and received cash proceeds of $3,000 cash and settled a $7,150 advance from a related party. Each unit consists of 1 share of our common stock and 0.50 warrants. Each warrant allows the holder to purchase one share of our common stock at a price of $0.176 per share at any time on or before January 30, 2026.
On January 31, 2023, the Company issued 320,000 shares of its common stock under the Purchase Agreement and recorded a subscription receivable of $16,368, or $0.0512 per share. The subscription receivable was collected in full on February 22, 2023.
In issuing the securities set forth above, we relied on the registration exemption provided for in Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits.
The following documents are filed as exhibits to this registration statement.
Item 16. Exhibits
| II-3 |
* Filed herewith.
** Furnished herewith.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934;
| II-4 |
2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and
4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser;
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
| II-5 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Tucson, State of Arizona, on October 3, 2025.
| LIBERTY STAR URANIUM & METAULS CORP. | ||
| Dated, October 3, 2025 | By: | /s/ Patricia Madaris |
| Patricia Madaris | ||
| Interim Chief Executive Officer and President | ||
| (principal executive officer) | ||
| Dated, October 3, 2025 | By: | /s/ Patricia Madaris |
| Patricia Madaris | ||
| Chief Financial Officer | ||
| (principal financial officer and principal accounting officer) | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Patricia Madaris | Interim Chief Executive Officer, President | October 3, 2025 | ||
| Patricia Madaris | (principal executive officer) | |||
| /s/ Patricia Madaris | Chief Financial Officer | October 3, 2025 | ||
| Patricia Madaris | (principal financial officer and principal accounting officer) | |||
| /s/ Peter O’Heeron | Chairman of the Board, Secretary & Treasurer | October 3, 2025 | ||
| Peter O’Heeron | ||||
| /s/ Nicholas Hemmerly | Director | October 3, 2025 | ||
| Nicholas Hemmerly | ||||
| /s/ Saleem Elmasri | Director | October 3, 2025 | ||
| Saleem Elmasri | ||||
| /s/ Gerardo King | Director | October 3, 2025 | ||
| Gerardo King |
| II-6 |
Exhibit 5.1
| Frascona, Joiner, Goodman and Greenstein, P.C. | ||||
Oliver E. Frascona (1947-2014) Gregg A. Greenstein Cinthia M. Manzano Jonathan H. Sargent Michael A. Smeenk Jordan C. May Britney Beall-Eder Zachary A. Grey
|
Attorneys at Law A Professional Corporation 4750 Table Mesa Drive, Boulder, Colorado 80305-5541 Telephone (303) 494-3000 Facsimile (303) 494-6309 www.frascona.com gary@frascona.com
September 29, 2025
|
of Counsel Gary S. Joiner Jonathan A. Goodman Karen J. Radakovich Jesse H. Witt Jeffrey M. Glotzer Jeffrey D. Cohen John C. Koechel Patrick J. Fitz-Gerald | ||
| Andrew B. PipesCaroline W. YoungBlake S. GabrielRyan P. HoraceBrittaney D. McGinnisMara B. PetersonDavid M. Petrush | ||||
Liberty Star Uranium & Metals Corp.
2 E. Congress St., Suite 900
Tucson, AZ 85701
Ladies and Gentlemen:
We have acted as counsel to Liberty Star Uranium and Metals Corp., a Nevada corporation (the “Company”) in connection with the preparation and filing of a Registration Statement on Form S-1 (the “Registration State& ment”), including a related prospectus filed with the Registration Statement (the “Prospectus”), under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to resale by the Selling Stockholder named therein, or its permitted assignees, of up to 8,490,660 shares (the “Shares”) of the Company’s common stock issuable upon exercise of a Warrant to purchase shares of common stock held by the Selling Stockholder.
In connection with rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Company’s Articles of Incorporation, as amended and as currently in effect, (ii) the Company’s Amended and Restated Bylaws, as currently in effect, (iii) the Registration Statement and Prospectus, and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and we have made such inquiries of such officers and representatives, as we have deemed necessary or appropriate for purposes of this opinion.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to certain questions of fact material to this opinion, we have relied upon certificates or comparable documents of officers and representatives of the Company and have not sought to independently verify such facts.
Frascona, Joiner, Goodman and Greenstein, P.C.
September 29, 2025
Page 2 of 2
Based upon the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares upon issuance, will be duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference of our firm under the caption “Legal Matters” in the Prospectus which is part of the Registration Statement. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder.
| Sincerely Yours, | |
| Frascona, Joiner, Goodman & Greenstein, P.C. | |
| Frascona, Joiner, Goodman & Greenstein, P.C. |
Exhibit 10.16
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement (the “Agreement”), dated as of August 20, 2021 (the “Execution Date”), is entered into between Liberty Star Uranium & Metals Corp., a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).
RECITALS:
WHEREAS, upon the terms and subject to the conditions contained herein, the Investor shall purchase One Million Dollars ($1,000,000) of Securities after a Registration Statement is declared effective by the Securities and Exchange Commission;
NOW THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:
SECTION I
DEFINITIONS
For all purposes of and under this Agreement, the following terms shall have the respective meanings below, and such meanings shall be equally applicable to the singular and plural forms of such defined terms.
“Administrative Fee” shall mean a $15,000 payable by the Company to the Investor; $5,000 upon Execution Date and $10,000 upon initial Closing.
“Business Day” shall mean any day on which the Principal Market for the Common Stock is open for trading from the hours of 9:30 am until 4:00 pm eastern time.
“Closing” shall mean a date that is no later than five (5) Business Days after the Purchase Notice Date.
“Commitment Period” shall mean the period beginning on the Execution Date and ending on the expiration of this Agreement.
“Common Stock” means the Company’s common stock and any other class of securities, except for the Company’s Class A Common stock, into which such securities may hereafter be reclassified or changed.
“Principal Market” shall mean the New York Stock Exchange, the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the OTC Markets, whichever is the market on which the Common Stock is listed.
“Purchase Notice” shall mean the written notice sent to the Investor by the Company stating the number of Securities that the Company intends to sell to the Investor pursuant to the terms of this Agreement.
“Investment Amount” shall mean the Securities in a Purchase Notice multiplied by seventy five percent (75%) of the lowest daily VWAP of the Common Stock five Business Days prior to the Closing.
“Registration Statement” means the registration statement covering the Securities.
“Securities” shall mean the Common Stock issued pursuant to the terms of this Agreement.
SECTION II
PURCHASE AND SALE OF SECURITIES
2.1 PURCHASE AND SALE OF SECURITIES. Subject to the terms and conditions set forth herein, the Company shall sell to the Investor, and the Investor shall purchase from the Company, a number of Securities having an aggregate value of One Million Dollars ($1,000,000).
2.2 DELIVERY OF PURCHASE NOTICES. Subject to the terms and conditions herein, and from time to time during the Commitment Period, the Company may, in its sole discretion, deliver a Purchase Notice to the Investor which states the amount of Securities which the Company intends to sell to the Investor on a Closing. The Purchase Notice shall be in the form attached hereto and incorporated herein by reference. During the Commitment Period, the Company shall not submit a Purchase Notice until the previous Closing has been completed. No monthly Purchase Notice will be made in an amount less than twenty-five thousand dollars ($25,000) or greater than two hundred fifty thousand dollars ($250,000), unless waived upon mutual agreement between the Company and Investor.
2.3 CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SECURITIES. Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Purchase Notice and the Investor shall not be obligated to purchase any Securities at a Closing unless each of the following conditions are satisfied:
| i. | the Registration Statement shall remain effective and available at all times until the end of the Commitment Period; | |
| ii. | at all times during the period beginning on the related Purchase Notice and ending on and including the related Closing, the common stock shall have been listed or quoted for trading on the Principal Market and shall not have been suspended from trading during the Commitment Period and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Company common stock; | |
| iii. | the Company has complied with its obligations and is otherwise not in breach of or in default under, this Agreement or any other agreement executed between the parties, which has not been cured prior to delivery of Purchase Notice; | |
| iv. | no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Securities; and | |
| v. | the issuance of the Securities will not violate any requirements of the Principal Market. |
If any of the events described in clauses (i) through (v) above occurs prior to, or at the Closing, then the Investor shall have no obligation to purchase the Securities set forth in the applicable Purchase Notice.
2.4 MECHANICS OF PURCHASE OF SECURITIES BY INVESTOR. The Closing of a Purchase Notice shall occur no later than the five (5) Business Days following receipt of Securities by Investor’s custodian (the “Purchase Notice Date”). The Investor shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated by the Company. In addition, on or prior to such Closing, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.
2.5 LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be entitled to purchase that number of Securities, which when added to the sum of the number of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 9.99% of the Common Stock outstanding on the Purchase Notice Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.
SECTION III
INVESTOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS
NO SHORT SALES. No short sales shall be permitted by the Investor or its affiliates during the Commitment Period. Further, no direct or indirect open market, hedging, or other transactions in Company securities or derivative securities at any time by Triton or by any of its officers, directors, agents, employees, affiliates or related parties shall be permitted. Additionally, Triton shall refrain from making any public statements, and keep confidential any and all information, regarding the Company and the occurrence or timing of any Purchase Notice and any corresponding Closing thereof until the earlier of: (i) any public announcement made by the Company regarding the Purchase Notice and/or corresponding Closing; or (ii) execution of the Closing of the applicable Purchase Notice. As used in this section, a short sale shall include all “short sales” as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934.
SECTION IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as disclosed on the Company’s SEC Documents, the Company represents and warrants to the Investor that:
4.1 ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. Both the Company and the companies it owns or controls (“Subsidiaries”) are duly qualified to do business and are in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means a change, event, circumstance, effect or state of facts that has had or is reasonably likely to have, a material adverse effect on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Agreement.
4.2 AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.
| i. | The Company has the requisite corporate power and authority to enter into the Agreement and to issue the Securities in accordance with the terms hereof. | |
| ii. | The execution and delivery of the Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. | |
| iii. | The Agreement has been duly and validly executed and delivered by the Company. | |
| iv. | The Agreements constitutes the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. |
4.3 ISSUANCE OF SECURITIES. The Company has reserved the amount of Securities included in the Company’s registration statement for issuance pursuant to the Agreement, which have been duly authorized and reserved (subject to adjustment pursuant to the Company’s covenant set forth in Section 5.5 below) pursuant to this Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. In the event the Company cannot register a sufficient number of Securities for issuance pursuant to this Agreement, the Company will use its best efforts to authorize and reserve for issuance the number of Securities required for the Company to perform its obligations hereunder as soon as reasonably practicable.
4.4 INSURANCE. Each of the Company’s Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has been refused any insurance coverage sought or applied for and neither the Company nor its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.
4.5 DILUTIVE EFFECT. The Company understands and acknowledges that the number of Securities issuable upon purchases pursuant to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading price of the common stock declines during the Commitment Period. The Company’s executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect on the shareholders of the Company. The Board of Directors of the Company has concluded, in its good faith business judgment, and with full understanding of the implications, that such issuance is in the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Agreement, its obligation to issue Securities upon purchases pursuant to this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.
4.6 EXCLUSIVITY. The Company shall not pursue a similar transaction via a registered offering with any other party during the Commitment Period.
SECTION V
COVENANTS OF THE COMPANY
5.1 BEST EFFORTS. The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth in this Agreement.
5.2 REPORTING STATUS. Until one of the following occurs, the Company shall file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status, or take an action or fail to take any action, which would terminate its status as a reporting company under the 1934 Act: (i) this Agreement terminates pursuant to Section 8 and the Investor has the right to sell all of the Securities without restrictions pursuant to Rule 144 promulgated under the 1933 Act, or such other exemption, or (ii) the date on which the Investor has sold all the Securities.
5.3 USE OF PROCEEDS. The Company will use the proceeds from the sale of the Securities for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in good faith deem to be in the best interest of the Company.
5.4 FINANCIAL INFORMATION. During the Commitment Period, the Company agrees to make available to the Investor via EDGAR or other electronic means the following documents and information on the forms set forth: (i) within five (5) Business Days after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (ii) copies of any notices and other information made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof to the shareholders; and (iii) within two (2) calendar days of filing or delivery thereof, copies of all documents filed with, and all correspondence sent to, the Principal Market, any securities exchange or market, or the Financial Industry Regulatory Association, unless such information is material nonpublic information.
5.5 RESERVATION OF SECURITIES. The Company shall take all action necessary to at all times have authorized, and reserved the amount of Securities included in the Company’s registration statement for issuance pursuant to the Agreement. In the event that the Company determines that it does not have a sufficient number of common stock to reserve and keep available for issuance as described, the Company shall use all commercially reasonable efforts to increase the number of common stock by seeking shareholder approval.
5.6 LISTING. The Company shall maintain the listing of the common stock on the Principal Market and each other national securities exchange and automated quotation system, if any, upon which common stock are then listed (subject to official notice of issuance) and shall maintain, such listing of all common stock from time to time issuable under the terms of the Agreement. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the common stock on the Principal Market (excluding suspensions of not more than one (1) Business Day resulting from business announcements by the Company). The Company shall promptly provide to the Investor copies of any notices it receives from the Principal Market regarding the continued eligibility of the common stock for listing on such automated quotation system or securities exchange. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5.6.
5.7 CORPORATE EXISTENCE. The Company shall use all commercially reasonable efforts to preserve and continue the corporate existence of the Company.
5.8 NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO SUBMIT A PURCHASE NOTICE. The Company shall promptly notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor any such supplement or amendment to the related prospectus.
5.9 TRANSFER AGENT. The Company shall deliver instructions to its transfer agent to issue Securities to the Investor that are issued to the Investor pursuant to the Transaction Documents.
5.10 ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.
SECTION VI
EXPIRATION
This Agreement shall expire either upon:
6.1 when the Investor has purchased One Million Dollars ($1,000,000) of Securities pursuant to this Agreement; or
6.2 December 31, 2022
Any and all Securities, or penalties, if any, due under this Agreement shall be immediately payable and due upon expiration of this Agreement.
SECTION VII
INDEMNIFICATION
In consideration of the mutual obligations set forth in the Agreement, the Company (the “Indemnitor”) shall defend, protect, indemnify and hold harmless the Investor and all of the investor’s shareholders, officers, directors, employees, counsel, and direct or indirect investors and any of the foregoing person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (I) any misrepresentation or breach of any representation or warranty made by the Indemnitor or any other certificate, instrument or document contemplated hereby or thereby; (II) any breach of any covenant, agreement or obligation of the Indemnitor contained in the Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (III) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or enforcement of the Agreement or any other certificate, instrument or document contemplated hereby or thereby, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity with information furnished to Indemnitor which is specifically intended for use in the preparation of any such Registration Statement, preliminary prospectus, prospectus or amendments to the prospectus. To the extent that the foregoing undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity provisions contained herein shall be in addition to any cause of action or similar rights Indemnitor may have, and any liabilities the Indemnitor or the Indemnitees may be subject to.
SECTION VIII
GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION
8.1 LAW GOVERNING THIS AGREEMENT. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state or federal courts located in Los Angeles, California State. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. 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 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.
8.2 LEGAL FEES; AND MISCELLANEOUS FEES. Except as otherwise set forth in the Agreement, including, but not limited to, the Administrative Fee, each party shall pay the fees and expenses of its advisers, counsel, the accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Any attorneys’ fees and expenses incurred by either the Company or the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which breached this Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied in connection with the issuance of any Securities.
8.3 SURVIVAL. The representations and warranties of the Company and the Investor contained in this Agreement shall survive the Closing and the expiration of this Agreement.
8.4 PRICING OF SECURITIES. For purposes of this Agreement, the Investment Amount shall be as reported by Investor.
SECTION IX
NON-DISCLOSURE OF NON-PUBLIC INFORMATION
The Company shall not disclose non-public information to the Investor.
Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands this Agreement, and the representations made by the undersigned in this Agreement are true and accurate, and agrees to be bound by its terms.
LIBERTY STAR URANIUM & METALS CORP.
|
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| By: | /s/ Brett Gross | |
| Name: | Brett Gross | |
| Title: | Chief Executive Officer | |
TRITON FUNDS LP
|
||
| By: | /s/ Alan Ochoa | |
| Name: | Alan Ochoa | |
| Title: | Member | |
PURCHASE NOTICE
Date __________
TRITON FUNDS LP,
This is to inform you that as of today the Company hereby elects to exercise its right pursuant to this Agreement to sell you __________ Securities.
Regards,
LIBERTY STAR URANIUM & METALS CORP.
__________
Exhibit 10.17
NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE WARRANT
LIBERTY STAR URANIUM & METALS CORP.
Warrant Shares: 507,532
Date of Agreement: August 20, 2021 (the “Agreement Date”)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the common stock purchase agreement dated August 20, 2021, in the amount of $1,000,000 by the Company (as defined below) to the Investor (as defined below)) (the “Agreement”), TRITON FUNDS LP (the “Investor” and including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from LIBERTY STAR URANIUM & METALS CORP., a Nevada corporation (the “Company”), up to $1,000,000 dollars of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof.
Capitalized terms used in this Warrant shall have the meanings set forth in the Agreement unless otherwise defined in the body of this Warrant or in Section 14 below. For purposes of this Warrant, the term “Exercise Price” shall mean a $20M valuation (the “Valuation Cap”) per share, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on Issuance Date and ending on 5:00 p.m. eastern time on the five-year anniversary of such date.
1. EXERCISE OF WARRANT.
(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period after January 31, 2022 and unless there is any action or inaction by the Securities and Exchange Commission (SEC) that causes a delay to the receipt of the registration statement past January 31, 2022, by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, which Exercise Notice must be received by the Company prior to 11 a.m., New York, New York time to count as received on such date, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise if permitted under the terms of this Warrant, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.
If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Warrant is not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $2,000 per day, for each day beyond the Warrant Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic, or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued. The Company agrees that the right to exercise is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1(a) are justified.
If, at any time during the Exercise Period after January 31, 2022 and unless there is any action or inaction by the SEC that causes a delay to the receipt of the registration statement past January 31, 2022, there is no effective registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any limitations, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:
X = Y (A-B)
A
| Where | X = | the number of Shares to be issued to Holder. | |
| Y = | the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation). | ||
| A = | the Market Price (at the date of such calculation). | ||
| B = | Exercise Price (as adjusted to the date of such calculation). |
(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay to the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.
(c) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including without limitation any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.
2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:
(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:
(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and
(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).
3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.
4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, three times the number of shares of Common Stock issuable under the Warrant, or as otherwise required under the Agreement, to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).
5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
6. REISSUANCE.
(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.
(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.
7. TRANSFER.
(a) Notice of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.
(b) If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit its activities in respect to such transfer or disposition as are permitted by law.
(c) Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant under the Agreement (registration rights, expenses, and indemnity).
8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.
9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.
10. GOVERNING LAW. This Warrant shall be governed by and interpreted in accordance with the laws of the State of California without regard to the principles of conflicts of law (whether of the State of California or any other jurisdiction).
11. ARBITRATION. Any disputes, claims, or controversies arising out of or relating to this Warrant, or the transactions, contemplated thereby, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Warrant to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial Arbitration and Mediation Service (“JAMS”), or its successor pursuant the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”), including Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in Los Angeles, California, before a tribunal consisting of three (3) arbitrators each of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party to this Warrant may, without waiving any remedy under this Warrant, seek from any federal or state court sitting in the State of California any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be paid via equal split by the parties, with all such costs and expenses, including reasonable attorneys’ fees, to be awarded to the prevailing party (to be determined at the arbitrators’ discretion) in such arbitration. The arbitrators’ decision must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators’ decision and award will be made and delivered as soon as reasonably possible and in any case within sixty (60) days’ following the conclusion of the arbitration hearing and shall be final and binding on the parties and may be entered by any court having jurisdiction thereof.
12. JURY TRIAL WAIVER. THE COMPANY AND THE HOLDER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT.
13. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.
14. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a) “Nasdaq” means www.Nasdaq.com.
(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Trading Market, or, if the Trading Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq (or applicable Trading market), or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq (or applicable Trading market), or (iii) if no last trade price is reported for such security by Nasdaq (or applicable Trading market), the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.
(c) “Common Stock” means the Company’s common stock, $.00001 par value per share, and any other class of securities, except for Company’s Class A Common stock, into which such securities may hereafter be reclassified or changed.
(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
(e) “Trading Market” means the NASDAQ Capital Market or any of the following markets or exchanges on which the Company’s Common Stock is listed or quoted for trading on the applicable date: (i) the NASDAQ Global Market; (ii) the NASDAQ Select Market; (iii) the NYSE American; OTC Markets (iv); and (v) the New York Stock Exchange (or any successors to any of the foregoing).
(f) “Market Price” means the highest traded price of the Common Stock during the thirty (30) Trading Days prior to the date of the respective Exercise Notice.
(g) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Trading Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.
(h) “Valuation Cap” means $20,000,000 divided by the current outstanding share count of the Company the Business Day prior to Exercise Notice
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.
LIBERTY STAR URANIUM & METALS CORP.
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| By: | /s/ Brett Gross | |
| Name: | Brett Gross | |
| Title: | President & CEO | |
| Agreed and Accepted: | ||
TRITON FUNDS LP
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| By: | /s/ Alan Ochoa | |
| Name: | Alan Ochoa | |
| Title: | Member | |
EXHIBIT A
EXERCISE NOTICE
(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)
The Undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of __________, a __________ corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
| 1. | Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one): |
| ☐ | a cash exercise with respect to _________________ Warrant Shares; or | |
| ☐ | by cashless exercise pursuant to the Warrant. |
| 2. | Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant. |
| 3. | Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant. |
| Date: | ||
| (Print Name of Registered Holder) | ||
| By: | ||
| Name: | ||
| Title: | ||
EXHIBIT B
ASSIGNMENT OF WARRANT
(To be signed only upon authorized transfer of the Warrant)
For Value Received, the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________ shares of common stock of __________ to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of __________ with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.
| Date: | |
| (Signature) * | |
| (Name) | |
| (Address) | |
| (Social Security or Tax Identification No.) |
* The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated May 1, 2025 relating to the consolidated financial statements which appeared in Liberty Star Uranium & Metals Corp.’s Annual Report on Form S-1 for the years ended January 31, 2025.
/s/ M&K CPA’s, PLLC
The Woodlands, TX
September 30, 2025
Your Vision Our Focus
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use of our report dated May 15, 2024, relating to the consolidated financial statements of Liberty Star Uranium & Metals Corp. (the “Company”) as of and for the year ended January 31, 2024, in the Form S-1 Registration Statement (“Registration Statement”), which includes an explanatory paragraph relating to the Company’s ability to continue as a going concern.
We also consent to the reference of our firm under the caption “Interest of Named Experts and Counsel” in such Registration Statement.
/s/ Turner, Stone & Company, L.L.P.
Dallas, Texas
October 2, 2025