LBSR 10-Q
Liberty Star Uranium & Metals Corp. (LBSR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
For the transition period from __________ to __________
Commission
file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
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 the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth 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 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: common shares as of September 11, 2026.
TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1. | Financial Statements | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 22 |
| Item 4. | Controls and Procedures | 22 |
| PART II | ||
| Item 1. | Legal Proceedings | 23 |
| Item 1A. | Risk Factors | 23 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 23 |
| Item 3. | Defaults Upon Senior Securities | 23 |
| Item 4. | Mine Safety Disclosures | 23 |
| Item 5. | Other Information | 23 |
| Item 6. | Exhibits | 24 |
| Signatures | 25 |
| 2 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. 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.
Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Report, including under “Risk Factors”, and in other reports the Company files with the Securities and Exchange Commission (“SEC” or the “Commission”), including the Company’s Annual Report on Form 10-K for the year ended January 31, 2026 (under the heading “Risk Factors” and in other parts of that report), which factors include:
| ● | Because of the nature of the exploration of natural resource properties, there is substantial risk that this business will fail. | |
| ● | If we cannot compete successfully for financing and for qualified managerial and technical employees, our exploration program may suffer. | |
| ● | 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. | |
| ● | There are no known reserves of minerals on our mineral claims, and we cannot guarantee that we will find any commercial quantities of minerals. | |
| ● | Because the probability of an individual prospect ever having reserves is extremely remote, any funds spent on exploration may be lost. | |
| ● | We have a limited operating history and as a result there is no assurance we can operate on a profitable basis. | |
| ● | If we do not obtain additional financing, our business will fail, and our investors could lose their investment. | |
| ● | Because there is no assurance that we will generate revenues, we face a high risk of business failure. | |
| ● | The existence of our mining claims depends on our ability to fund exploratory activity or to pay fees. |
Our consolidated financial statements are stated in United States Dollars (“US$”) and are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. The following discussion should be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this quarterly report. As used in this quarterly report, the terms “we”, “us”, “the Company”, and “Liberty Star” mean Liberty Star Uranium & Metals Corp. and our subsidiaries, Hay Mountain Holdings, LLC, Earp Ridge Mines LLC, Red Rock Mines LLC and American Strategic Minerals, LLC, unless otherwise indicated. All dollar amounts refer to U.S. dollars unless otherwise indicated.
| 3 |
PART I – FINANCIAL INFORMATION
Liberty Star Uranium & Metals Corp.
Consolidated Balance Sheets
(Unaudited)
| July 31, | January 31, | |||||||
| 2026 | 2026 | |||||||
| 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 | ||||||||
| 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 | ||||||||
| 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 unaudited consolidated financial statements
| 4 |
Liberty Star Uranium & Metals Corp.
Consolidated Statements of Operations
(Unaudited)
| For the three months ended | For the six months ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| 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 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
| 5 |
Liberty Star Uranium & Metals Corp.
Consolidated Statements of Changes in Stockholders’ Deficit
For the six months ended July 31, 2026 and 2025
(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, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| 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 loss for the three months ended April 30, 2026 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, April 30, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Shares issued for conversion of notes | - | |||||||||||||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||||||||||
| Resolution of derivative liabilities due to debt conversions | - | - | ||||||||||||||||||||||||||||||
| Net loss for the three months ended July 31, 2026 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, July 31, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| 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 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 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 loss for the three months ended July 31, 2025 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, July 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements
| 6 |
Liberty Star Uranium & Metals Corp.
Consolidated Statements of Cash Flows
(Unaudited)
| For the six months ended | ||||||||
| July 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net 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 | ( | ) | ( | ) | ||||
| 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 | $ | $ | ||||||
| Issuance of common stock and warrants in private placement for settlement of liabilities | $ | $ | ||||||
| Resolution of derivative liabilities due to debt conversions | $ | $ | ||||||
| Debt discounts due to derivative liabilities | $ | $ | ||||||
| Reclass of APIC to derivative liabilities for tainted warrants | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements
| 7 |
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, 2026 as filed with the SEC on April 27, 2026. 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, 2026, 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, 2026, 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.
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.
| 8 |
| 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, 2026 | $ | $ | ||||||||||||||
| Warrant and convertible note derivative liabilities at January 31, 2026 | $ | $ | ||||||||||||||
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, 2026, 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, 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.
NOTE 4 – Related Party Transactions
Accrued Expenses
As
of July 31, 2026 and January 31, 2026, the Company had a balance of accrued unpaid vacation days 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 $
| 9 |
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.
Common Stock for Services
On
April 22, 2026, the Company entered into a stock compensation and subscription agreement with a consultant that includes the issuance
of shares of common stock that vest 1/12th each month during a one-year vesting period. The shares of common stock will be
subject to a six-month hold period from the date of issuance. During the six months ended July 31, 2026, the Company issued shares
related to this agreement with a fair value of $
Shares Issued for Conversion of Notes
During
the six months ended July 31, 2026, the Company issued a total of shares of common stock for conversions of $
Stock Options
| Number of options | Weighted average exercise price per share | |||||||
| Outstanding, January 31, 2026 | $ | |||||||
| Granted | ||||||||
| Expired | ||||||||
| Exercised | ||||||||
| Outstanding, July 31, 2026 | $ | |||||||
| Exercisable, July 31, 2026 | $ | |||||||
These options had a weighted average remaining life of years and have an aggregate intrinsic value of $as of July 31, 2026. The aggregate intrinsic value is calculated based on the stock price of $ per share as of July 31, 2026.
During the six months ended July 31, 2026, 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 $.
During the six months ended July 31, 2026 and 2025, 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, 2026, there was $ of unrecognized share-based compensation for all share-based awards outstanding.
| 10 |
Warrants
As
of July 31, 2026, there were
Stock warrants outstanding at July 31, 2026 are as follows:
| Number of warrants | Weighted average exercise price per share | |||||||
| Outstanding, January 31, 2026 | $ | |||||||
| Issued | ||||||||
| Expired | ( | ) | ||||||
| Exercised | ||||||||
| Outstanding, July31, 2026 | $ | |||||||
| Exercisable, July 31, 2026 | $ | |||||||
NOTE 6 – Derivative Liabilities
The embedded conversion feature in the convertible debt instruments that the Company issued (See Note 7), that became convertible during the six months ended July 31, 2026, 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.
| 11 |
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 10/31/21 to shares as of 7/31/26 and a
% growth (a similar growth from last quarter) monthly at 7/31/26 and future financing events with capital raises of $ |
Using
the results from the model, the Company recorded a derivative liability during the six months ended July 31, 2026 of $
During
the six months ended July 31, 2026, the Company recorded a gain of $
During
the six months ended July 31, 2025, 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:
| Six months ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Total gain | ( | ) | ( | ) | ||||
| Extinguishment of liability to equity due to conversions | ( | ) | ||||||
| Additions recognized as debt discount | ||||||||
| Changes due to tainted warrants | ||||||||
| Ending balance | $ | $ | ||||||
| Gain on change in fair value of derivative liabilities | $ | ( | ) | $ | ( | ) | ||
| 12 |
NOTE 7 – Long-term debt and convertible promissory notes
Following is a summary of convertible promissory notes:
July31, 2026 | January 31, 2026 | |||||||
| $ | $ | |||||||
| Less debt discount | ( | ) | ( | ) | ||||
| Less current portion of convertible notes | ( | ) | ( | ) | ||||
| Long-term convertible notes payable | $ | $ | ||||||
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 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 $
| 13 |
On
October 15, 2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $
On
November 28, 2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $
On
January 12, 2026, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal
amount of $
On
March 5, 2026, the Company entered into a convertible promissory note with EFRAT Investments Opportunities Fund, LLC in the aggregate
principal amount of $
On
April 17, 2026, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $
On
May18, 2026, the Company entered into a convertible promissory note with Monroe Street Capital Partners LP, (“Monroe Street”)
LLC in the aggregate principal amount of $
On
June 11, 2026, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $
| 14 |
During
the six months ended July 31, 2026 and 2025, the Company recorded debt discounts of $
Notes Payable
On
June 22, 2020, the Company received loan proceeds of $
In
April 2026, the Company entered into a Premium Finance Agreement related to an insurance policy. The policy premiums total $
As
of July 31, 2026, the notes payable, net balance was $
NOTE 8 – 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 HMH 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 Holdings LLC projects in the State of Arizona.
In
February 2026 and April 2026, the Company added an additional 26 MEP claims totaling an additional
Total acres including existing AZ State Claims, BLM Claims & New Additional AZ State Claims-44.06 sq. miles.
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 11, 2026, the Company entered
into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with 1800 Diagonal Lending LLC. (“1800 Diagonal”).
Pursuant to the terms of the Securities Purchase Agreement, the Company agreed to issue a convertible promissory note (the “August
2026 Note”) to 1800 Diagonal in the aggregate principal amount of $
On August 21, 2026, the Company entered into a stock compensation and subscription agreement with a consultant that includes the issuance of shares of common stock that vest at issuance. The shares of common stock will be subject to a six-month hold period from the date of issuance.
Subsequent
to July 31, 2026, the Company issued a total of
shares of our common stock for conversions of $
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Item 2. 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 elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and the notes to those consolidated financial statements for the fiscal year ended January 31, 2026, which were included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 27, 2026 (the “2026 Annual Report”). 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 “Cautionary Statement Regarding Forward-Looking Information”, 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 Quarterly Report 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 Quarterly Report, 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 unaudited consolidated financial statements of the Company for the quarters ended July 31, 2026 and 2025, 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 Report information in such websites.
Unless the context otherwise requires, references in this Report to “we,” “us,” “our,” the “Registrant”, the “Company,” “Liberty Star” and “Liberty Star Uranium & Metals Corp.” refer to Liberty Star Uranium & Metals Corp.
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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Available 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 the address and telephone number set forth on the cover page of this Report.
The following discussion of the Company’s historical performance and financial condition should be read together with the financial statements and related notes included herein. This discussion contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our management. These statements by their nature are subject to risks and uncertainties, and are influenced by various factors. As a consequence, actual results may differ materially from those in the forward-looking statements. See “Item 1A. Risk Factors” included herein for the discussion of risk factors and see “Cautionary Statement Regarding Forward-Looking Statements” for information on the forward-looking statements included below.
The following discussion is based upon our financial statements included elsewhere in this Form 10-Q, 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.
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.
On December 17, 2025, we formed American Strategic Minerals, LLC (“American Strategic”) also 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.
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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 30 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. Full phase 1 drilling is planned to take approximately one year. Initial 2 drill hole results indicated the viability of the property, however, additional phased work, both exploration and development, is planned over the course of seven years (potentially), 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.
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 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. 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 when funds become available. A full technical report on the drilling program will be prepared at the conclusion of phase one.
On November 25, 2020, we 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, we acquired two 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 us, 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)
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Red Rock Canyon exploration property: As of mid-March 2024, we conducted 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”. The most recent bonanza grades of 107.5 g/t and 60.0 g/t Au recovered from sampling along the Red Rock Canyon high grade zone have extended known mineralization by another 100 feet, along with numerous other gold bearing structures.
On August 20, 2021, we 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. As of December 31, 2022, the purchase agreement expired.
On May 26, 2021, we announced the public release of geochemical assay results prepared by ALS/USA Inc. We noted in the 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, we 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 us on 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 our Red Rock Canyon holdings.
On November 11, 2020, we 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 our 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. We 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 we believe 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.
On October 21, 2025, we announced the successful completion of induced polarization (IP) and resistivity testing over known gold-bearing veins at its wholly owned Red Rock Canyon Gold Project within the Hay Mountain Project in southeast Arizona.
The geophysical test performed in July 2025 has proven highly successful in detecting and characterizing gold-bearing veins. The three major takeaways from the IP test demonstrate:
| 1. | Gold-bearing veins are readily detected, easily mapped, and can be characterized with electrical geophysics. |
| 2. | The gold-bearing veins exhibit higher resistivity than the hosting limestone due to their siliceous, jasperoidal character, making them detectable using simple resistivity even where soil cover has rendered them invisible. |
| 3. | Additionally, the gold-bearing veins display higher IP values than the hosting limestone, confirming their association with sulfide mineralization including pyrite and arsenopyrite, characteristic of Carlin-style deposits. |
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 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.
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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 our 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 enough drill core to prove results, we have thorough 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.
Results of Operations
Results of Operations for the Three-Month Periods Ended July 31, 2026 and 2025
We had a net loss of $289,301 for the three months ended July 31, 2026, compared to a net loss of $218,712 for the three months ended July 31, 2025. The change in net loss was primarily due to a change in derivative liability and loss on settlement of liabilities which were offset by an increase interest expense related to convertible notes payable and amortization of debt discount associated with the derivative liability.
During the three months ended July 31, 2026, we had a decrease of $20,630 in geological and geophysical expense compared to the three months ended July 31, 2025, due primarily to a decrease in geological and filing fees for the three-month period. During the three months ended July 31, 2026, we had an increase of $9,096 in salaries and benefit expense compared to the three months ended July 31, 2025, due to increased wages during the current period. During the three months ended July 31, 2026, we had a decrease of $26,084 in professional services compared to the three months ended July 31, 2025. We had an increase in general and administrative expenses of $24,042 during the three months ended July 31, 2026, as compared to the three months ended July 31, 2025, which was primarily due to an increase travel and filing expenses. We had a change in other expenses of $84,165 during the three months ended July 31, 2026, as compared to the three months ended July 31, 2025, which was primarily due to a change in derivative liability and loss on settlement of liabilities which were offset by an increase interest expense related to convertible notes payable and amortization of debt discount associated with the derivative liability.
Results of Operations for the Six-Month Periods Ended July 31, 2026 and 2025
We had a net loss of $404,296 for the six months ended July 31, 2026, compared to a net loss of $554,844 for the six months ended July 31, 2025. The change in net loss was primarily due to a change in derivative liability and loss on settlement of liabilities which were offset by an increase interest expense related to convertible notes payable and amortization of debt discount associated with the derivative liability.
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During the six months ended July 31, 2026, we had an increase of $29,787 in geological and geophysical expense compared to the six months ended July 31, 2025, due primarily to an increase in geological and filing fees for the six-month period. During the six months ended July 31, 2026, we had a decrease of $5,772 in salaries and benefit expense compared to the six months ended July 31, 2025, due to a $15,277 employee retention credit received during the current period. During the six months ended July 31, 2026, we had a decrease of $27,872 in professional services compared to the six months ended July 31, 2025. We had an increase in general and administrative expenses of $8,702 during the six months ended July 31, 2026, as compared to the six months ended July 31, 2025, which was primarily due to an increase travel and filing expenses. We had a change in other expenses of $155,393 during the six months ended July 31, 2026, as compared to the six months ended July 31, 2025, which was primarily due to a change in derivative liability and loss on settlement of liabilities which were offset by an increase interest expense related to convertible notes payable and amortization of debt discount associated with the derivative liability.
Liquidity and Capital Resources
We had cash and cash equivalents in the amount of $42,272 as of July 31, 2026. We had a working capital deficit of $505,055 as of July 31, 2026. We used cash in operating activities of $409,486 for the six months ended July 31, 2026.
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 5, 2026, the Company entered into a convertible promissory note with EFRAT Investments Opportunities Fund, LLC in the aggregate principal amount of $110,000 (the “March 2026 Note”). The note bears interest at 8%, with an Original Issue Discount of $10,000, matures on March 5, 2027, 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. As of July 31, 2026, note balance was $104,055, net of $5,945 discount.
On April 17, 2026, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $73,700 (the “April 2026 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 January 15, 2027, 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. As of July 31, 2026, note balance was $65,331, net of $8,369 discount.
On May18, 2026, the Company entered into a convertible promissory note with Monroe Street Capital Partners LP, (“Monroe Street”) LLC in the aggregate principal amount of $123,200 (the “May 2026 Note”). The note bears interest at 8%, with an Original Issue Discount of $11,200 plus an additional $11,720 to pay for transaction fees to the lender, matures on May 18, 2027, 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. As of July 31, 2026, note balance was $104,927, net of $18,273 discount.
On June 11, 2026, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $73,700 (the “June 2026 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, 2027, 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. As of July 31, 2026, note balance was $62,224, net of $11,476 discount.
Summary of Cash Flows
Cash used in operating activities
Net cash used in operating activities was $409,486 and $345,546 for the six months ended July 31, 2026 and 2025, respectively, and mainly included payments made for geological and geophysical costs, compensation, and professional fees to our consultants, attorneys and accountants.
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Cash provided by financing activities
Net cash provided by financing activities was $174,799 for the six months ended July 31, 2026, related to the proceeds convertible promissory notes which were offset by the repayments of convertible notes. 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.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions and judgments that affect the amounts reported in the consolidated financial statements, including the notes thereto. We consider critical accounting policies to be those that require more significant judgments and estimates in the preparation of our consolidated financial statements, including the following: long lived assets; intangible assets valuations; and income tax valuations. Management relies on historical experience and other assumptions believed to be reasonable in making its judgment and estimates. Actual results could differ materially from those estimates.
Management believes its application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically reevaluated, and adjustments are made when facts and circumstances dictate a change.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures.
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As required by Rule 13a-15 under the Exchange Act, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures at July 31, 2026, which is the end of the fiscal quarter covered by this report. This evaluation was carried out by Ms. Patricia Madaris, our principal executive officer and principal financial officer. Based on this evaluation, Ms. Patricia Madaris has concluded that our disclosure controls and procedures were not effective as at the end of the period covered by this report. Given the size of our current operation and existing personnel, the opportunity to implement internal control procedures that segregate accounting duties and responsibilities is limited. Until the organization can increase in size to warrant an increase in personnel, formal internal control procedures will not be implemented until they can be effectively executed and monitored. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Management believes that despite our material weaknesses set forth above, our consolidated financial statements for the quarter ended July 31, 2026, are fairly stated, in all material respects, in accordance with U.S. GAAP.
Changes in Internal Control over Financial Reporting
During the quarter ended July 31, 2026, there were no significant changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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PART II - OTHER INFORMATION
Item 1. 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.
Item 1A. Risk Factors
As the Company qualifies as a smaller reporting company under Item 10(f) of Regulation S-K, risk factors are not required to be included in a Quarterly Report and, therefore, are omitted from this filing.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
During the six months ended July 31, 2026, the Company issued 83,333 shares related to this agreement with a fair value of $2,091.
During the six months ended July 31, 2026, the Company issued a total of 24,880,143 shares of common stock for conversions of $403,050 in principal and $56,939 of interest on convertible notes payable at exercise prices ranging from $0.0135 to $0.0303.
On August 21, 2026, the Company entered into a stock compensation and subscription agreement with a consultant that includes the issuance of 200,000 shares of common stock that vest at issuance. The shares of common stock will be subject to a six-month hold period from the date of issuance.
Subsequent to July 31, 2026, the Company issued a total of 2,736,629 shares of our common stock for conversions of $31,700 in principal and $6,169 of interest on convertible notes payable with an exercise price ranging from $0.0129 to $0.0172.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. 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, 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 the United States and as a result, this information is not required.
Item 5. Other Information.
(a) None.
(b)
There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of
Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.(c) During the
quarter ended July 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f))
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Item 6. Exhibits
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| LIBERTY STAR URANIUM & METALS CORP. | ||
| By: | /s/ Patricia Madaris | |
| Patricia Madaris, | ||
| Interim Chief Executive Officer and Chief Financial Officer | ||
| (Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer) | ||
| Date: | September 11, 2026 | |
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