Registration No. 333-276262

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

Amendment No 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Liberty Star Uranium & Metals Corp.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

1000

(Primary Standard Industrial Classification Code Number)

90-0175540

(I.R.S. Employer Identification Number)

5610 E. Sutler Lane
2 E Congress St. Ste 900

Tucson, Arizona 85712
85701

Telephone: (520) 731-8786
561-7033

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Nevada Agency and Transfer Company

50 West Liberty Street, Suite 880

Reno, Nevada89501

Telephone: (775)322-0626

(Name, address, including zip code, and telephone number, including area code, of agent for service)

From time to time after the effective date of this registration statement.

(Approximate date of commencement of proposed sale to the public)

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: [X]☒

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.

Calculation of Registration Fee

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.

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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 January 21, 201622, 2024

Prospectus

350,000,000Prospectus

2,490,660 Shares

Liberty Star Uranium & Metals Corp.

Common Stock
_________________________________

The selling stockholder

TRITON FUNDS, LP, a Delaware Limited Partnership (“Triton or “Selling Security Holder”) identified in this prospectus, may offer and sell up 350,000,0002,490,660 shares of our common stock to be soldpurchased by it upon exercise of its rights under a Common Stock Warrant Agreement dated August 20, 2021 (the “Warrant Agreement”). The Warrant Agreement gives Triton the right to Tangiers Investment Group, LLC under the investment agreement dated June 20, 2015. The investment agreement permits us to “put”purchase up to $8,000,000$1,000,000 in sharesvalue of our common stock to Tangiers Investment Group, LLC over a period of up5 years beginning August 20, 2021. The Exercise Price payable by Triton under the Warrant Agreement for each share of common stock is calculated by assigning a $20M market valuation to 36 months.the Company and dividing that valuation by the number of issued and outstanding shares of the Company on the date of exercise. Based upon the 49,813,861 currently issued and outstanding shares of the Company, the exercise price for the warrants is $0.4015, and using that exercise price, the maximum number of shares Triton may purchase under the Warrant Agreement is 2,490,660.

The selling stockholder

Triton 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.

Tangiers Investment Group, LLC

Triton is an underwriter within the meaning of the Securities Act of 1933 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 of 1933 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 of 1933.

Our common stock is quoted by the OTC Markets Group and the OTC Bulletin Board (“OTCBB”) under the symbol “LBSR”. On January 15, 2016, the closing price of our common stock was $0.0022 per share.

We will not receive any proceeds from theTriton’s sale of any shares of our common stock by the selling stockholder. However,being offered under this prospectus, however, we will receive proceeds from the sale of shares of our common stock pursuant to ourthe exercise of the put rightour warrants offered by Tangiers Investment Group, LLC.Triton. We will pay for expenses of this offering, except that the selling stockholderTriton will pay any broker discounts, or commissions, or equivalent expenses and expenses of its legal counsel applicable to the sale of itsthe shares.

Our common stock is quoted on the OTCQB under the symbol “LBSR”. On December 13, 2023, the closing price of our common stock on the OTCQB was $0.3100 per share.

Investing in our common stock involves risks. Seea high degree of risk. You should carefully review the “Risk Factors” beginning on page 6.2.

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 complete.adequate. Any representation to the contrary is a criminal offense.

The date of this prospectus is _____________, 2016.December 14, 2023.

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Table of Contents

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.

As used in this prospectus, the terms “we”, “us”,“we,” “us,” “our,” the “Company” and “Liberty Star” meanmeans Liberty Star Uranium & Metals Corp., a Nevada corporation, and our subsidiaries, Big Chunk Corp. and Hay Mountain Super ProjectHoldings, 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.

Prospectus Summary

The Offering

The selling stockholder identifiedThis 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 Offering

We may offer and sell up to 350,000,0002,490,660 shares of our common stock to be soldTriton upon exercise by Triton of $1,000,000 outstanding warrant  s previously issued to Tangiers Investment Group, LLC underTriton pursuant to the investment agreement dated Juneterms of a Warrant Agreement August 20, 2015. The investment agreement permits us to “put” up to $8,000,000 in shares of our common stock to Tangiers Investment Group, LLC over a period of up to 36 months.2021.

We will not receive any proceeds from the sale of shares of our common stock by the selling stockholder. However,Triton, however, we will receive proceeds from the sale of shares of our common stock pursuant to ourthe exercise of the put right offeredour warrants held by Tangiers Investment Group, LLC.Triton. We will pay for expenses of this offering, except that the selling stockholderTriton will pay any broker discounts, or commissions, or equivalent expenses and expenses of its legal counsel applicable to the sale of its shares.

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. On February 5, 2004 we commenced operations in theNevada, as a mineral properties acquisition and exploration of mineral properties business.company. Big Chunk Corp. iswas our wholly owned subsidiary and was incorporated on December 14, 2003 in the State of Alaska. Big Chunk Corp. iswas 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 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”.Business.”

Our common stock is traded over-the-counter on the OTCBB and by the OTC Markets GroupOTCQB under the ticker symbol “LBSR.”

The principal offices of our company are located at 5610 E Sutler Lane,2 E. Congress St. Ste. 900, Tucson, Arizona 85712.85701. Our telephone number is (520) 731-8786.561-7033.

Summary of Financial Data

The following information represents selected audited financial information for our companythe Company for the years ended January 31, 20152023 and 20142022 and selected unaudited financial information for our companythe Company for the nine monthnine-month periods ended October 31, 20152023 and 2014.2022. 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 3523 of this prospectus.

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⁽¹⁾ During the nine month period ended October 31, 2014, we gained $5,322,943 on settlement of debt.

Risk Factors

An investment

Investing in our common stock involves a numberhigh degree of very significant risks.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 followingrisks described below, as well as other information provided to you in this prospectus, including information in the section of this annual report on Form 10-K entitled “Forward-Looking Statements” before making an investment decision. The risks and uncertainties in additiondescribed below are not the only ones facing our company. Additional risks and uncertainties not presently known to other information in this prospectus in evaluating our company andus or that we currently believe are immaterial may also impair our business before purchasing our securities. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence ofoperations. If any of the following risks. Yourisks 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 due to any of these risks. You should invest in our common stock only if you can afford to lose your entire 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 speculative 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 speculative 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.

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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.

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 will probablymay be lost.

The probability of an individual prospect ever having reserves is extremely remote. In all probability, our properties domay not contain any reserves. As such, any funds spent on exploration will probablymay be lost, which would most likely result in a loss of your investment.

Risks Related to Our Company

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.

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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 $4,377$721,737 and negative working capital of $843,472$339,755 as of October 31, 2015.2023. We currently do not generate revenuesrevenue 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.

Because there is no assurance that we will generate revenues, we face a high risk of business failure.

We have not earned any revenuesrevenue and have never been profitable. We do not have an ownership interest in any revenue generating properties. We were incorporated on August 20,in 2001 and took over our current business on February 5,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, MaloneBailey, LLP, stateTurner Stone and Company L.L.P., stated in its audit report attached to our audited financial statements for the fiscal year ended January 31, 20152023 that since we have suffered recurring losses from operations, requiresrequire 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.

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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 6,250,000,00074,500,000 shares of common stock, $0.00001 par value per share. As of January 15, 2016,October 31, 2023, there were 1,568,937,90549,813,861 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. If we do sell more common stock, investors’ investment in our company will likely be diluted. 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.

The sale of our stock under the convertible notes and the common share purchase warrants 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 tradedquoted on the OTCBB and by the OTC Markets GroupOTCQB 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 be used to 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.

Trading in our common stock on the OTCBB and by the OTC Markets GroupOTCQB 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 OTCBB and by the OTC Markets Group.OTCQB. The trading price of our common stock has been subject to wide fluctuations. Trading prices 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 price earnings ratios previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s attention and resources.

Our bylaws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

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.

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Our bylaws do not contain anti-takeover provisions which could result in a change of our management and directors if there iswere changed on June 22, 2020 to add Class A Shares to deter a take-over of our company.

We do not currentlyamended 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 shareholder rights plan or any anti-takeover provisions in our bylaws. Without any anti-takeover provisions, there is no deterrent for ahostile take-over of our company, which may resultthe 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 a change in our management and directors. This could result in a disruptionaddition to the activitiesrights held by common stockholders. Only persons who are current members of our company, which could have a material adverse effect on our operations.the Company’s Board of Directors may own or hold Class A Shares.

We do not intend to pay dividends on any investment in the shares of stock of our company and any gain on an investment in our company will needneeds to come through an increase in our stock’s price, which may never happen.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.

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.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 (known as “FINRA”(“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 pricedlow-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 pricedlow-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.

Tangiers Investment Group, LLC will pay less thanCompliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.

Environmental regulations mandate, among other things, the then-prevailing market pricemaintenance 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 common stock.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.

Our common stock

Moreover, governmental authorities and private parties may bring lawsuits based upon damage to be issuedproperty and injury to Tangiers Investment Group, LLC pursuantpersons 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 investment agreement dated June 20, 2015 will be purchased at the 80%imposition of the lowest daysubstantial 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 the daily volume weighed average priceoperations 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 common stock during the five consecutive trading days immediately prioroperating 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 receipt by Tangiers Investment Group, LLCrevocation of the put notice, provided, however,existing or future exploration or mining rights or otherwise have an additional 5% will be added to the discount of each put if (i) we are not DWAC eligible and (ii) an additional 5% will be added to the discount of each put if we are under DTC “chill” status on the applicable date of the put notice. Tangiers Investment Group, LLC has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Tangiers Investment Group, LLC sells the shares, the price of our common stock could decrease. If our stock price decreases, Tangiers Investment Group, LLC may have a further incentive to sell the shares of our common stock that it holds. These sales may have a furtheradverse impact on our stock price.results of operations and financial position.

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Mines are inspected on a regular basis by government regulators who may be dilutedissue citations and the value of our common stock may decline by exercising the put right pursuant to the investment agreement with Tangiers Investment Group, LLC.

Pursuant to the investment agreement with Tangiers Investment Group, LLC,orders when we deem it necessary, we may raise capital through the private sale of our common stock to Tangiers Investment Group, LLC atthey believe a discounted price. Because the put price is lower than the prevailing market price of our common stock, to the extent that the put right is exercised, your ownership interest may be diluted.

We may not have access to the full amount availableviolation has occurred under the investment agreement with Tangiers Investment Group, LLC.

Our ability to draw down funds and sell shares under the investment agreement with Tangiers Investment Group, LLC requires that the registration statement of which this prospectus forms a part to be declared effective and continue to be effective. The registration statement of which this prospectus forms a part registers the resale of 350,000,000 shares issuable under the investment agreement with Tangiers Investment Group, LLC, and our ability to sell any remaining shares issuable under the investment with Tangiers Investment Group, LLC is subject to our ability to prepare and file one or more additional registration statements registering the resale of these shares. These registration statementslocal mining regulations. If inspections result in an alleged violation, we may be subject to reviewfines, penalties or sanctions and comment by the staff of the Securitiesour mining operations could be subject to temporary or extended closures.

In addition to potential government restrictions and Exchange Commission, and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness of these registration statements cannot be assured. The effectiveness of these registration statements is a condition precedent toregulatory fines, penalties or sanctions, our ability to sell alloperate (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 sharesenvironment, 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 common stock to Tangiers Investment Group, LLC underclosure 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 investment agreement. Even if we are successfuluse of cyanide and other hazardous substances in causing one or more registration statements registering the resale of some or all of the shares issuable under the investment agreement with Tangiers Investment Group, LLC to be declared effective by the Securities and Exchange Commission in a timely manner, we may not be able to sell the shares unless certain other conditions are met. For example, we mightprocessing activities could similarly have to increase the number of our authorized shares in order to issue the shares to Tangiers Investment Group, LLC. Increasing the number of our authorized shares will require board and stockholder approval. Accordingly, because our ability to draw down any amounts under the investment agreement with Tangiers Investment Group, LLC is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the proceeds of $8,000,000 under the investment with Tangiers Investment Group, LLC.

Certain restrictions on the extent of puts and the delivery of advance notices may have little, if any, effect on thean adverse impact on our results of our issuance of shares in connection with the investment agreement with Tangiers Investment Group, LLC,operations and as such, Tangiers Investment Group, LLC may sell a large number of shares, resulting in substantial dilutionfinancial position due to the value of shares held by existing stockholders.increased compliance and input costs.

Tangiers Investment Group, LLC has agreed, subject to certain exceptions listed in the investment agreement with Tangiers Investment Group, LLC, to refrain from holding an amount of shares which would result in Tangiers Investment Group, LLC or its affiliates owning more than 4.99% of the then-outstanding shares of our common stock at any one time. These restrictions, however, do not prevent Tangiers Investment Group, LLC from selling shares of our common stock received in connection with a put, and then receiving additional shares of our common stock in connection with a subsequent put. In this way, Tangiers Investment Group, LLC could sell more than 4.99% of the outstanding common stock in a relatively short time frame while never holding more than 4.99% at one time.

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”,“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”,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,Selling Security Holder, however, we will receive proceeds from the saleexercise of shares of our common stock warrant pursuant to our exercise of the put right offered by Tangiers Investment Group, LLC.Warrant Agreement with Triton. If we receive proceeds upon exercise of warrants, 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 our company.the Company.

We will pay for expenses of this offering, except that the selling stockholderSelling Security Holder will pay any broker discounts or commissions or equivalent expenses and expenses of its legal counsel applicable to the sale of its shares.

Dilution

The sale

Determination of our common stock to Tangiers Investment Group, LLC in accordance with the investment agreement dated June 20, 2015 will have a dilutive impact on our stockholders. As a result, our net loss per share could increase in future periods and the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put option, the more shares of our common stock we will have to issue to Tangiers Investment Group, LLC in order to drawdown pursuant to the investment agreement. If our stock price decreases during the pricing period, then our existing stockholders would experience greater dilution.Offering

The Offering

The selling stockholder identified in this prospectusWe may offer and sell up 350,000,000to 2,490,660 shares of our common stock to be soldTriton upon exercise by Triton of $1,000,000 value of outstanding warrants previously issued to Tangiers Investment Group, LLC under the investment agreement dated June 20, 2015. The investment agreement permits us to “put” up to $8,000,000 in shares of our common stock to Tangiers Investment Group, LLC over a period of up to 36 months.

Investment Agreement with Tangiers Investment Group, LLC

On June 20, 2015, we entered into an investment agreement with Tangiers Investment Group, LLC, a Delaware limited liability company (“Tangiers”). PursuantTriton pursuant to the terms of the investment agreement, Tangiers committed to purchase up to $8,000,000 of our common stock over a period of up to 36 months. From time to time during the 36 months period commencing from the effectiveness of the registration statement, we may deliver a put notice to Tangiers which states the dollar amount that we intend to sell to Tangiers on a date specified in the put notice. The maximum investment amount per notice must be no more than 150% of the average daily trading dollar volume of our common stock for the 10 consecutive trading days immediately prior to date of the applicable put notice and such amount must not exceed an accumulative amount per month of $100,000. The minimum put amount is $5,000. The purchase price per share to be paid by Tangiers will be the 80% of the lowest day of the daily volume weighed average price of our common stock during the five consecutive trading days immediately prior to the receipt by Tangiers of the put notice, provided, however, an additional 5% will be added to the discount of each put if (i) we are not DWAC eligible and (ii) an additional 5% will be added to the discount of each put if we are under DTC “chill” status on the applicable date of the put notice.Warrant Agreement August 20, 2021.

In connection with the investment agreement with Tangiers, we also entered into a registration rights agreement with Tangiers, pursuant to which we agreed to use our best efforts to, within 30 days of June 20, 2015, file with the Securities and Exchange Commission a registration statement, covering the resale of 100,000,000 shares of our common stock underlying the investment agreement with Tangiers. Accordingly, on July 2, 2015 we filed a Registration Statement on Form S-1 with the Securities and Exchange Commission, as was amended on July 29, 2015, which was declared effective on August 5, 2015.

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The 350,000,000 shares being offered pursuant to this prospectus represent 22.31% of the shares issued and outstanding, assuming that the selling stockholder will sell all of the shares offered for sale. The 350,000,000 shares being offered pursuant to this prospectus represent 24.92% of the shares issued and outstanding held by non-affiliates of our company. The investment agreement with Tangiers is not transferable and any benefits attached thereto may not be assigned.

At an assumed purchase price of $0.0022 we will be able to receive up to $770,000 in gross proceeds, assuming the sale of the 350,000,000 shares of our common stock pursuant to the investment agreement with Tangiers, being the number of shares being offered pursuant to this prospectus. As of the date hereof, we have received aggregate gross proceeds of $129,751 pursuant to the investment agreement with Tangiers from shares registered under the July 29, 2015 Amended Form S-1 Registration Statement. If we want to obtain the full $8,000,000 under the investment agreement, after the sale of 350,000,000 common shares of our stock pursuant to this Amended Form S-1 registration statement, we will have to register an additional 3,577,385,909 shares of our common stock.

We may be required to further increase our authorizedregistered shares in order to receive the entire purchase price. Tangiersprice if the price drops and to cover warrants. Triton has agreed to refrain from holding an amount of shares which would result in TangiersTriton owning more than 4.99%9.99% of the then-outstanding shares of our common stock at any one time.

There are substantial risks

For purposes of this Warrant, the term “Exercise Price” shall mean a $20M valuation (the “Valuation Cap”) per share, subject to investorsadjustment as a resultprovided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on Issuance Date (August 20, 2021) and ending on 5:00 p.m. eastern time on the five-year anniversary of such date.

If, at any time during the exercise period, there is no effective registration statement of the issuanceCompany covering the shares being offered in this prospectus, Triton may elect to receive warrant shares pursuant to a cashless exercise, in lieu of a cash exercise (the “Warrant Shares”), according 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 underon the investment agreement with Tangiers. These risks include dilutiondate of stockholders’ percentage ownership, significant decline incalculation for the Warrant Shares. Exercise Price means $20,000,000 divided by our stock price and our inability to draw sufficient funds when needed.

We intend to sell Tangiers periodically ourthen current outstanding common stock undershare count on the investment agreement and Tangiers will, in turn, sell such shares to investors inprior business day. In any Warrant Exercise, the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to Tangiers to raise the same amount of funds, as our stock price declines.

The aggregate investment amount of $8 million was determined based on numerous factors, including the following: The proceeds received from any “puts” tendered to Tangiers under the investment agreement will be used 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 deem to be in the best interest of our company. We are involved in the Hay Mountain Super Project for copper, molybdenum, gold and silver in South East Arizona. These monies will be completely absorbedreceived by technical activities, drilling and attendant environmental, archeological and permitting studies. We will need the full amount of $8 million funding under the investment agreement with Tangiers to fund the preparation and initiation of diamond core drilling connected to the Hay Mountain Super Project Porphyry Copper-Gold-Molybdenum-Rare Earth Element Mining Target in the Tombstone Mining District of Cochise County, Arizona.

We may have to increaseus is the number of our authorized sharesWarrant Shares sold by Triton multiplied by the Exercise Price. Triton’s beneficial ownership (as calculated and determined in order to issueSection 13(d) of the shares to Tangiers if we reach our current amountSecurities Exchange Act of authorized1934) of the Warrant Shares shall not exceed 4.99% of the total number of outstanding shares of the Company’s common stock. Increasingstock immediately after giving effect to the number of our authorized shares will require board and stockholder approval. Accordingly, because our ability to draw down any amounts under the investment agreement with Tangiers is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or allissuance of the proceeds of $8,000,000Warrant Shares.

Dilution

The shares registered under the investment agreement with Tangiers.this registration statement are not being offered by us but are instead being registered for resale by Triton.

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Selling Stockholders

The selling stockholder may offer and sell, from time to time, any or all of these shares of our common stock to be sold to Tangiers Investment Group, LLCexercised by Triton under the investment agreement dated June 20, 2015.Warrant Agreement.

The following table sets forth certain information regarding the beneficial ownership of shares of common stock byof the selling stockholder as of January 15, 201622, 2024, and the number of shares of our common stock being offered pursuant to this prospectus. We believe that the selling stockholder has sole voting and investment powers over its shares.

Because the selling stockholderwe may offer and sell all or only some portion of the 350,000,0002,490,660 shares of our common stock being offered pursuant to this prospectus, the numbers in the table below representing the amount and percentage of these shares of our common stock that will be held by the selling stockholder upon termination of the offering are only estimates based on the assumption that the selling stockholderwe will sell all of itsthe shares being offered in this offering.

The selling stockholder .has been involved with the company through an investment agreement which selling stockholder is limited to own 9.99% of any of the shares of our common stock being offeredpreviously sold to them. as were outstanding on the purchase date in accordance with Rule 13d-1(j) of the offering.1934 Act.

The selling stockholder has not had any position or office, or other material relationship with us or any of our affiliates over the past three years.

To our knowledge, the selling stockholderTriton is not a broker-dealer or an affiliate of a broker-dealer. We may require the selling stockholderTriton to suspend the sales of the shares of our common stock being offered pursuant to this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changingamendment of statements in thosesaid documents in order to make any untrue or misleading statements in those documents not misleading.accurate.

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Item 8: Plan of Distribution

The selling stockholderSelling Security Holder may, from time to time, sell any or all of shares of our common stock covered hereby on the OTCBB, OTC Markets Group,Group’s OTCQB or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. A 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:

The selling stockholder may also sellSelling Security Holder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Because the Selling Security Holder 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 undercovered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933, if available,may be sold under Rule 144 rather than under this prospectus. The Selling Security Holder has advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the Shares by the Selling Security Holder.

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 pursuant to the Investment Agreement. 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 Security Holder 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 Security Holder and any other required information.

We will pay the expenses incident to the registration, offering, and sale of the shares to Triton. 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.

This offering will terminate on the date that all shares offered by this prospectus have been sold by Triton Funds or August 20, 2026, whichever occurs sooner.

In connection with the sale of the securities or interests therein,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 stockholderSelling Security Holder 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 stockholderSelling Security Holder 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).

Tangiers Investment Group, LLC is an underwriter within the meaning of the Securities Act of 1933 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 of 1933 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 of 1933. We are required to pay certain fees and expenses incurred by us incident to the registration of the securities.

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The selling stockholder will be subject to the prospectus delivery requirements of the Securities Act of 1933 including Rule 172 thereunder.

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 Securities Exchange Act of 1934 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 ActAct). All of 1933).the foregoing may affect the marketability of the securities offered by this prospectus.

Description of Securities

Capital Stock

We are authorized to issue 6,250,000,00074,500,000 shares of common stock, $0.00001 par value per share, 500,000 of the common shares are designated Class A Common also $0.00001 par value per share.

Common Stock

As of January 15, 2016,1,568,937,90522, 2024, 49,813,861 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 rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

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 material termsother Class A common stock rights are equal to that of our common stock have been addressed in this section.

Holders of sharesstock. The holders of our Class A common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directorsare entitled to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Anti-Takeover Provisions

Some features of the Nevada Revised Statutes, which are further described below, may have the effect of deterring third parties from making takeover bids for control of our company or may be used to hinder or delay a takeover bid.

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This would decrease the chance that our stockholders would realize a premium over market price for their shares of common stock as a result of a takeover bid.

Acquisition of Controlling Interest

The Nevada Revised Statutes contain provisions governing acquisition of controlling interest of a Nevada corporation. These provisions provide generally that any person or entity that acquires certain percentage of the outstanding voting shares of a Nevada corporation may be denied voting rights with respect to the acquired shares, unless the holders of a majority of the voting power of the corporation, excluding shares astotal votes entitled to which any of such acquiring person or entity, an officer or a director of the corporation, and an employee of the corporation exercises voting rights, electvote on all matters to restore such voting rights in whole or in part. These provisions apply whenever a person or entity acquires shares that, but for the operation of these provisions, would bring voting power of such person or entity in the election of directors within any of the following three ranges:

The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from these provisions through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from these provisions.

These provisions are applicable only to a Nevada corporation, which:

At this time, we do not have 200 or more stockholders of record nor do we believe that we do business in Nevada directly or through an affiliated corporation. Therefore, we believe that these provisions do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, these provisions may discourage companies or persons interested in acquiring a significant interest in or control of our company, regardless of whether such acquisition may be in the interest of our stockholders.

Combination with Interested Stockholder

The Nevada Revised Statutes contain provisions governing combination of a Nevada corporation that has 200 or more stockholders of record with an interested stockholder. As of January 15, 2016, we had approximately99 stockholders of record. Therefore, we believe that these provisions governing combination of a Nevada corporation do not apply to us and will not until such time as these requirements have been met. At such time as they may apply to us, these provisions may also have effect of delaying or making it more difficult to effect a change in control of our company.

A corporation affected by these provisions may not engage in a combination within three years after the interested stockholder acquires his, her or its shares unless the combination or purchase is approvedacted upon by the boardstockholders.

Item 10: Interest of directors before the interested stockholder acquired such shares. Generally, if approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors before the person became an interested stockholder or a majority of the voting power held by disinterested stockholders, or if the consideration to be received per share by disinterested stockholders is at least equal to the highest of:

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Named Experts and Counsel

The financial statements of our company included in this prospectus have been audited by MaloneBailey, LLP,Turner Stone & Company, 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.

Lucosky Brookman LLP

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.

Interest of Named Experts and Counsel

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.

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Information with respectRespect to Our Company

Description of Business

Business Developmentdevelopment

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. Big Chunk Corp. (“Big Chunk”) is 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. 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. 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.

We formed the wholly owned subsidiary,Hay Mountain Holdings, LLC, (formerly known as Hay Mountain Super Project LLC (“HMSP LLC”) incorporated on October 24, 2014, to serveLLC) 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.

Our Current Business

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 anin the exploration companyphase 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 Statesstate of Arizona and Alaska.the Southwest USA. Claims in the State of Alaska are held in the name of our wholly-owned subsidiary, Big Chunk Corp. Claims in the Statestate 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, within a mineral province such as the Arizona Strip or a large structural feature such as calderas which occur at Big Chunk, East Silver Bell, and Tombstone, any one or more of which could potentially contain commercially viable quantities of minerals. Our significant projects are described below.

North Pipes Super Project (“North Pipes” and “NPSP”): Located in Northern Arizona on the Arizona Strip, we plan to ascertain whether the NPSP claims possess commercially viable deposits of uranium and associated co-product metals. We have not identified any ore reserves to date.

Big Chunk Super Project (“Big Chunk”): Located in the Iliamna region of Southwestern Alaska, we plan to ascertain whether the Big Chunk claims possess commercially viable deposits of copper, gold, molybdenum, silver, palladium rhenium and zinc. We have not identified any ore reserves to date.

Tombstone Super Project (“Tombstone”) (formerly referred to as “Tombstone Porphyry Precious Metals Project”): Tombstone is located in Cochise County, Arizona and the Super Project covers the Tombstone caldera and its environs. Within the Tombstone Calderacaldera is the Hay Mountain target where weand 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.Elements (REE’s). We have not identified any ore reserves to date.date, although we have identified areas which are material of economic interest.

East Silver Bell Porphyry Copper Project (“East Silver Bell”): Located northwest of Tucson, Arizona, we plan to ascertain whether the East Silver Bell claims possess commercially viable deposits of copper. We have not identified any ore reserves to date.

Title to mineral claims involves certain inherent risks due to difficulties ofin 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 ourits knowledge, titletitles 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 an ore reserve (an ore reserve is a commercially viable mineral deposit).deposit, known as an “ore reserve.”

To date, we have not generated any revenues.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.

Competition

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 do.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 StatesState of Arizona and Alaska.all other States in which we plan to operate.

We are required to perform annual assessment work in order to maintain the Big Chunk Alaska State mining claims. If annual assessment work is not performed we must pay the assessment amount in cash in order to maintain the claims. Completion of annual assessment work in the amount of $400 per 1/4 section (160 acre) claim or $100 per 1/16 section (40 acre) claim extends the claims for a one year period. Assessment work performed in excess of the required amount may be carried forward for up to 4 years to reduce future obligations for assessment work. Since we have excess of the required amount remaining from work performed within the four year period, assessment work was not required, but was and will be carried forward up to 4 years.

The annual state rentals for the Big Chunk Alaska State mining claims vary from $70 to $680 per mineral claim and escalate with the age of the mining claim. The rental period begins at noon September 1st through the following September 1st and annual rental payments are due on November 30th of each year. Annual rent is due in full within 45 days of staking a new claim and covers the period from staking until the next September 1st. The rentals of $6,120 to extend the Big Chunk claims through September 1, 2015 were paid in November 2014. The estimated state rentals due for the Big Chunk claims for the period from September 1, 2015 through September 1, 2016 are $6,120. Alaska State production royalty is three percent of net income. State law prescribes that after a 3.5 -year exemption from state taxes a metal mine is liable for a 15% state licensing tax on net income from the mine.

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Our North Pipes claims are federal lode mining claims located on U.S. federal lands and administered by the Department of Interior, Bureau of Land Management. The Bureau of Land Management (“BLM”) has prepared an environmental impact statement (“EIS”) addressing potential for contamination of significant amounts of uranium leaking into the Colorado River. The EIS indicated the danger of such contamination insignificant. Regardless, the United States Secretary of the Interior, Kenneth Salazar, through executive order has withdrawn federal lands from locatable mineral exploration and mining North of the Grand Canyon along the Utah border in Arizona, the so-called “Arizona Strip”. Nearly 1 million acres of land managed by the BLM and the Forest Service were segregated in July 2009 by the Secretary of Interior. The executive order has resulted in the withdrawal of an area of the Arizona Strip from mining in particular, and the moratorium now is instated for the next 20 years. However, the moratorium permits existing claims and mines to continue as before, including our North Pipes lode mining claims.

We are required to pay annual rentals to maintain our North Pipes federal lode mining claims in good standing. The rental period begins at 12:01 PM on September 1st through the following September 1st at 12:00 and rental payments are due by the first day of the rental period starting at 12:01 PM. The annual rental is $155 per claim. Additional fees of $57 per claim are due in the first year of filing a federal lode mining claim along with the first year’s rent. The rentals of $1,705 for the period from September 1, 2015 to September 1, 2016 have been paid. The annual rentals due by September 1, 2016 of $1,705 are required to maintain the North Pipes claims for the period from September 1, 2016 through September 1, 2017. There is no requirement for annual assessment or exploration work on the federal lode mining claims, this having been supplanted by the rental fee. There are no royalties associated with the federal lode mining claims.

We are required to pay annual rentals for ourLiberty Star’s federal lode mining claims for our East Silver Bellthe Tombstone project in the State of Arizona. The rental period begins at noon on September 1st1^st through the following September 1st1^st and rental payments are due by the first day of the rental period. The annual rental is $155rentals are $165 per claim. The rentals fees of $4,030due by September 1, 2023 for the period from September 1, 2015 to September 1, 2016 have been paid. The annual rentals due by September 1, 2016 of $4,030 are required to maintain the East Silver Bell claims for the period from September 1, 20162023 through September 1, 2017. There is no requirement for annual assessment or exploration work on the federal lode mining claims, this having been supplanted by the rental fee. There are no royalties associated with the federal lode mining claims.

We are required to pay annual rentals for our federal lode mining claims for our Tombstone project in the State2024 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 rental is $155 per claim. Additional fees of $57 per claim are due in the first year of filing a federal lode mining claim along with the first year’s rent. The rental fees of $14,725 for the period from September 1, 2015 to September 1, 2016$15,345 have been paid. The annual rentals due by September 1, 2016 of $ $14,725 are required to maintain the Tombstone claims for the period from September 1, 2016 through September 1, 2017. There is no requirement for annual assessment or exploration work on the federal lode mining claims, this having been supplanted by the rental fee. There are no royalties associated with the federal lode mining claims. Beginning September 1, 2011 at 12:01 PM, Liberty Star started and subsequently completed staking 9 federal lode mining claims along the east edge of old patented mining claims in the main producing part of the old Tombstone mining area. These new claims are adjacent to the south end of the Walnut Creek TS claim block and are also named the TS claims. These claims occupy fractional land areas open to location by federal lode mining claims.

We are required to pay annual rentals for our Arizona State Land Department (“ASLD”) Mineral Exploration Permits (“AZ MEP”) at our Tombstone Hay Mountain Projectproject in the State of Arizona. A mineral explorationAZ 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 permission from ASLD to prospect and explore for minerals on State Trust land. Exploration is any activity conducted for the purpose of determining the existence of a valuable mineral deposit, such as: geologic mapping, drilling, geochemical sampling, and geophysical surveys. Prior to exploration, the Plan of Operations must be approved by ASLD. The permitting process for an exploration permit takes a minimum of sixty (60) days. If the application is approved, the initial rent is $2 per acre. If renewed, no additional rents are due for the second year. Rents are set at $1$2.00 per acre for the first year, which includes the second year, and $1.00 per acre per year for years 3-5. Workthree through five. The minimum work expenditure requirements are:are $10 per acre per year for years 1-2;one and two and $20 per acre per year for years 3 thru 5. Removal of any minerals or materials from State Trust land withoutthree through five. If the appropriate lease or permitminimum work expenditure requirement is prohibited. The permit is valid for one year from the due date of the rental and bond. If renewal requirements arenot met the permitapplicant can be renewed annually for uppay the equal amount in fees to five years. If discovery of a valuable mineral deposit is made, the permittee must apply for a mineral lease before actual mining activities can begin. A mineral leaseArizona State Land Department to keep the AZ MEP permits the mining of minerals discovered under the exploration permit. The approval process takes a minimum of six (6) months. The mineral lease is issued for a term of twenty (20) years. Leases may be renewed for an additional term. Both rents and royalties are determined by appraisal. Royalties may be based on: 1) a fixed rate subject to annual adjustment; or 2) a sliding-scale rate which is linked to a commodity index price and the operation’s break-even price. There is a statutory minimum royalty rate of 2% of gross value. These AZ MEPs require a reclamation bond of $3,000 which we currently hold. The first year’s rental has been paid for these MEPs and the escalating rental is due on the anniversary of the MEP each year. After the end of the 4th year, the MEPs must transition to a State Mineral Lease upon satisfaction of the State Mineral Inspector that economic indications of a minable deposit exist. After commencement of mining, the State of Arizona shall be paid a minimal net smelter return after taking into consideration any extenuating mining challenges royalty but not less than a 2% gross royalty.current. The rental period begins on September 30th through the following September 29th and rentaldate of acceptance for each permit. Rental payments are due by the first day of the rental period. We hold AZ MEP permits for 2,366.8812,878.18 acres at our Tombstone project. Required minimum work expendituresWe paid filing and rental fees for our AZ MEP’s before their respective due dates in the period ended September 29, 2016 are $42,537. The annual rentals due by September 30, 2016 to maintain the AZ MEP permits are $4,867.amount of $27,264.

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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

Currently wePersonnel

Our CEO & President, Brett Gross was elected by the Board on December 7, 2018. The Board also elected Pete O’Heeron as Chairman of the Board. We also employ one full time geologistfull-time CFO who is also our CEO, CFO, and ChairmanVP of the Board, James Briscoe. We also employFinance, one full time VP Finance & Accounting,  one three-quarter-time Professional Science Master’s degree in Economic Geology, U of Arizona, consulting geologist specializing in skarn mineralization in limestone rock, as is expected the mineral body at Hay Mountain will be, one as-needed PhD consulting geologist specializing in GIS computer mapping and database creation, one full time geo-tech,Geo-tech, who is also our Manager of Field Operations, one Investor Relations Representative and one consultant CPA on ana as needed basis. We hire consultants for investor relations, exploration, derivative accounting, and administrative functions also on an as needed basis.

Mr. Gross received no compensation for services rendered as CEO 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.

Description of Property

Our Officesoffices

We rent the premises for our principal office located at 5610 E Sutler Lane, Tucson, Arizona 85712. We rent this office space which is located in the home of our Chief Geologist and CEO for $522 per month including a pro rata share of taxes and maintenance.

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 at that time, or prior thereto,in the future, we believe that such space can be secured on commercially reasonable terms.

Our Warehousemineral claims

On June 1, 2011 we rented a warehouse located at Building No. 1, 7900 South Kolb Road, Tucson, Arizona 85706. We rent this warehouse space for $3,673 per month. The lease expired on May 31, 2015 and is currently month-to-month. Currently we have the option to purchase the warehouse. In addition to using the warehouse for standard purposes, such as storage of our exploration equipment, supplies and samples, the warehouse space also includes office facilities.

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Our Mineral Claims

All of the Company’s claims for mineral properties are in good standing.

North Pipes Super Project (“North Pipes” and “NPSP”):

We hold a 100% interest in 11 (unpatented) Federal lode mining claims strategically placed on the Arizona Strip. The 11 unpatented federal lode mining claims with an areastanding as of 227.7 acres include breccia pipe targets (“Pipes”). Breccia pipes are cylindrical formations in the earth’s crust sometimes identified by a surface depression, or surface bump or no visible surface expression at all, and contain a high concentration of fragmented rock “breccia” sometimes cemented by uranium and other minerals. We plan to ascertain whether our North Pipes claims possess commercially viable deposits of uranium. Due to the moratorium of location of lode mining claims on the Arizona Strip and the low price of U3O8 we have no current exploration plans and will not until the uranium price increases and the moratorium expires in about 15 years. We intend to hold a strategic position until such time that it is economically feasible to mount a new drilling program. We want to take advantage of more than a million dollars of exploration data which was acquired by Liberty Star when uranium prices were higher and before the moratorium was instituted.

North Pipes is located on the Arizona Strip, which is located approximately 10 miles south of the town of Fredonia, AZ. Access is by Hwy 389 and various dirt roads, some of which are maintained and some that are very primitive. 4WD vehicles are necessary for the primitive dirt roads. Some of the claims cannot be driven to and require hiking to their location or under an approved plan of operation it is possible to create an access road.

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Our NPSP claims are undeveloped. There are neither open-pit nor underground mines, nor is there any mining plant or equipment located on the properties. There is no power supply to the properties. We have not found any mineral resources on any of our claims. The Arizona Strip was an active exploration district in the 1970’s and 1980’s with multiple producing uranium mines. No evidence of actual development work has been found on any of our properties and no significant exploration activities have been performed on our NPSP claims since 2008 due to many factors including the lowered uranium prices and the moratorium on locating claims. Below is a summary of prior exploration activities performed on our NPSP claims:

Geophysics: We have completed PEM (Pulse Electro-magnetic) geophysical surveys on some of our NPSP claims. Two types of PEM surveys were conducted in 2007: (i) Downhole PEM and (ii) In-Loop PEM. We have also used CSAMT and NSAMT (Controlled and Natural Source Audio-range Magneto Tellurics), run on the ground and executed by Zonge Engineering of Tucson AZ. A survey was also completed on an approximately six square mile area by VTEM helicopter borne electromagnetic survey along right angle crossing grid lines spaced 100 meters apart, which was performed by Geotech of Aurora, Ontario, Canada. Significant anomalies resulted from this survey. Preliminary drilling on one of Liberty Star’s anomalies intersected strong breccia, alteration and pyrite mineralization. The holes did not penetrate down to the elevation where uranium mineralization would be expected, but are targets for future work. As of this date we have not developed any uranium resources on the Arizona Strip.

Stereoscopic geologic color air photo interpretation (photo-geology): Stereoscopic geologic interpretation of 1:24,000 (1 inch = 2,000 feet) high resolution color air photographs were contracted for and completed by Dr. Karen Wenrich and Edward Ulmer, a Registered Professional Geologist. Dr. Wenrich worked on the Arizona Strip uranium bearing breccia pipes almost exclusively during her twenty three year tenure with the United States Geological Survey from which she is now retired. During this period of study she authored many professional papers on breccia pipes of the Grant Canyon area, and is considered a foremost expert on them. Mr. Ulmer worked on the Arizona Strip in the mid to late 1970s working on both imagery interpretation and surface geology.

Geologic field mapping on the surface: Geological field mapping was conducted in the fall of 2005 through 2007 by our staff geologists as well as contracted geologists. Approximately 180 of the breccia pipe target areas have been mapped in detail 1:5,000 (1 inch = 417 feet). Several detailed measured stratigraphic sections have also been completed.

Geochemical sampling: A comprehensive soil geochemical survey was completed in 2007. We have collected approximately 14,000 soil samples over all identifiable breccia pipes, both those with known ore and those that are yet to be proven by drilling. A strict chain of custody procedures were followed and quality assurance/quality control (QA/QC) samples were inserted regularly into the sample stream. The samples were assayed for 63 elements. Assay analyses were conducted by a Certified Assay Lab, Acme Analytical Laboratories of Vancouver, British Columbia, Canada. We believe that these samples allow us to identify potential uranium bearing breccia pipes versus barren or non-uranium bearing breccia pipes.

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Drilling: In 2007 a drilling program was undertaken using both rotary drilling and core drilling. Rotary drilling was contracted by Boart Longyear. Diamond core drilling was completed by Redwall Drilling Inc., a former wholly owned subsidiary of Liberty Star. A total of 22 holes were drilled for a total of 16,226 feet of drilling. Important intersections of rock generally associated with producing breccia pipes were made. We did not intersect any ore mineralization during the drilling program.

Total costs including claim staking (initially in 2005), claim maintenance (see PART I ITEM1. Business. “Compliance with Government Regulation” in each Form 10K for the years ended January 31, 2006 through January 31, 2015) and a drilling program (exploratory) in calendar years 2007 and 2008, are $5,220,794.2023.

Beginning in 2006, Certified Professional Geologist Dr Karen Wenrich and a dozen other well regarded geoscientists engaged in an exploratory program centering on the region’s breccia pipes. By the time Dr. Wenrich came to work on the North Pipes project, she had 27 years with the USGS working on breccia pipe research and was a member of a Nobel Peace Prize winning team of UN atomic science specialists. The Liberty Star team worked with high resolution color aerial photographs and other reconnaissance covering approximately 2,000 square miles to format geological maps of the terrain. In addition to geology, geophysics gamma ray spectroscopy, approximately 14,000 soil samples were collected and analyzed by a certified lab for 63 elements. These were located precisely as they were collected using GPS. The results were compiled and plotted using GIS software, and various contouring and interpretation techniques. Expenses included food and lodging and a daily commute of approximately 100 miles. Road conditions were extreme and resulted in vehicle expenses of approximately $2.00 per mile. Various contractors were used in claim staking, and other contract work in sample collection. Helicopters and light planes were used for various transportation tasks. Home office support also involved permanent and contract support.

Exploratory drilling includes costs of travel, food and lodging, payments on the drill rig, drill bits, fuel, drilling permits, and maintenance costs of the drill rig and of support vehicles. Also included are the costs of reclamation bonds and reclamation costs of lands disturbed by drilling, as well as the costs of conducting archaeological surveys to identify prehistoric remains of human habitation or human activity.

Currently there are no planned costs for the North Pipes Super Project unless commodity prices, specifically for uranium, increase sufficiently to make exploration financially tenable. The Moratorium on acquiring any additional land has also negatively affected the current investment climate for such work. However we have a letter agreement with Mr. Andrew Mueller to option our existing claims North Pipes claims to him for mining using his vertical bore technology. He believes this will make the Pipes exploitable.Tombstone:

Big Chunk Super Project (“Big Chunk”) – Location, claims, geology and technical studies:

We’ve held, and may retain a 100% interest in 9 State mining claims in the Iliamna region of Southwestern Alaska with an area of 1,440 acres, located on the north side of the Cook Inlet, approximately 265 miles southwest of the city of Anchorage, Alaska. We plan to ascertain whether the Big Chunk claims possess commercially viable deposits of copper, gold, molybdenum, silver, palladium, rhenium and zinc. Due to decisions made by the EPA regarding the nearby Pebble Deposit we have no immediate exploration plans, however, we intend to hold our land position until such a time we determine itTombstone is clear that exploration is economically viable again.

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Our Big Chunk claims are undeveloped. Big Chunk is in the Iliamna region of Southwestern Alaska, located on the north side of the Cook Inlet, approximately 265 miles southwest of the city of Anchorage Alaska. The claims are located in a remote area of Southwestern Alaska near Lake Iliamna, Alaska’s largest lake. The claims are immediately adjacent and contiguous to the Pebble mine property and about 3 miles north east from the Pebble Porphyry copper, gold, molybdenum, silver, palladium, rhenium and zinc mineral deposit which is reportedly one of the largest of its type in the world. Two or more Air Taxi services connect to the village of Iliamna roughly 240 miles distant from Anchorage. At Iliamna, approximately 27 miles southeast of Big Chunk, there is a major regional airport, Fixed Base Operator (FBO), fuel, bush planes and, periodically, helicopters for rent with pilot. Air is the only practical way to the property either by float plane, ski plane in the winter, or helicopter. Ground travel is unsafe and impractical in the summer due to the dense population of black bears, grizzly bears, bogs and small lakes. Winter access by snow machine could be possible, although difficult.

In 2011, the Company engaged the international firm of SRK Consulting, Engineering and Scientist of Tucson (“SRK”) through its Tucson, Arizona office to prepare a Technical Report in the same format of the internationally accepted Canadian National Instrument NI 43-101. Because the Company’s stock does not trade on any Canadian stock exchanges, this Technical Report was not submitted to SEDAR, the electronic system for the official filing of documents by public companies and investment funds across Canada. In their report which encompasses some 194 pages of technical data, they compared the Northern Dynasty NI 43-101 geologic and drill data, published on the Northern Dynasty web site in its entirety, to results of Liberty Star’s technical work on the Big Chunk ground. They concluded amongst other things: (1) Twenty seven scout diamond drill holes drilled by Liberty Star in 2004 – 2005 intersected the same rock types as were intersected in the exploration drilling on the Pebble deposit (2) All drill holes, which were spaced over some 500 square miles, intersected the outer shell or propylitic halo of multiple porphyry copper systems, which is the model co-developed by our director, Dr. John Guilbert; and (3) Copper and molybdenum sulfides along with low grade gold were intersected in two drill holes in the White Sox target area. “This mineralization and associated alteration may indicate a porphyry Cu-Mo system” (SRK Big Chunk Technical Report- page 109, 11.2 Results of Drilling). After publication of the report in August of 2012 during a review of core logs it was discovered that diamond core hole 1003 showed characteristic copper and molybdenum chalcopyrite and molybdenite, as well as lead, zinc and silver. The hole was stopped prematurely in increasing values of these metals at a depth of 206.4 meters. The area of the Big Chunk Claims is largely covered by glacial debris, soil, and tundra. There are no open-pit or underground mines, nor is there any mining plant or equipment located on the properties. There is no power supply to the properties. There is no road access to the properties, but such public road access is planned for the Pebble mine, and as currently planned, that road will cross the Company’s land, and be accessible for the Company’s use. Extensive geotechnical data on the Big Chunk claims has been acquired between startup of 2004 and the current time. Extensive geophysical data has been acquired by the Company of several types, which includes the following:

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(1) an extensive air borne magnetic survey flown by McPhar Geosurveys Ltd., Newmarket, Ontario Canada over 18,243 line kilometers covering 3,646 square kilometers using: (a) a draped survey with a mean elevation of the instrument above the terrain of 200 meters (600 feet) feet; (b) a line spacing of 250 meters (800 feet); (c) and a sample interval of 8 meters (26.4 feet). State of the art magnetometer, GPS, radar altimeter, and computer recording of data were used and in our opinion no other survey of this quality and precision is available in the area.

(2) one hundred twenty seven linear miles of Induced Polarization (IP) was run by Zonge Engineering of Tucson AZ. Of necessity lines were brushed of all trees and undergrowth and all access was by helicopter, however, the lines themselves were done on the ground by foot. All data was recorded on appropriate computers, downloaded each evening and sent to the Zonge Office in Tucson and to our consulting geophysicist Mr. Jan Klein in Vancouver, BC, Canada. Mr. Klein supervised all IP and other geophysical surveys over the Pebble for Cominco who sold the Pebble Project to Northern Dynasty. Thus, we believe Mr, Klein has had more experience in the geophysics of the area, which includes over 2,000 square miles, than any other geophysicist. The results were interpreted and sent back to the Alaska headquarters every night.

(3) Liberty Star contracted with Geotech Limited of London, Ontario, Canada to run their ZTEM Electro Magnetic (EM) airborne survey equipment over the Big Chunk project. This thoroughly tested system can look down 2,000 meters (6,000 feet) in to the crust of the earth and detect sulfide mineralization associated with porphyry copper-gold systems, as well as other geologic features. This survey was completed in August 2009. The survey covered 315.2 sq kilometers (121.7 sq miles) and consisted of north-south lines spaced 250 meters apart on our Big Chunk Super Project mineral claims. In May 2010, Liberty Star received feedback from Geotech Ltd. that its interpretation showed at least 4 to 7 signatures that are consistent with porphyry copper responses. The 2D computer model shows typical low responsive areas, which could correspond to an ore mineral core zones with a surrounding responsive cylinders representing a pyrite halos typical of Porphyry copper systems. For control, Geotech flew a survey the day after completing the Big Chunk survey, over the Pebble mineral deposit. The anomalies on Big Chunk show strong similarities to the Pebble.

During the field seasons of 2004 and 2005 Liberty collected approximately eleven thousand geochemical samples. The sampling program was designed by both consulting geochemist, Shea Clark Smith, of MEG Laboratories in the Reno area of Nevada, and Liberty Chief Geologist, James Briscoe. The sampling program was based on many years of geochemical studies and sampling throughout the world by Mr. Smith and his Master’s Degree thesis on sampling tundra plants and detecting metals in their woody stems reflecting metals at depth. Further, Mr. Smith and Mr. Briscoe used this technique to locate buried porphyry copper deposits in the Silver Bell district (see discussion of the East Silver Bell Project in this report) near Tucson, Arizona in 1996 -1998. The methodology was conceived, discovered and proven in a well-known porphyry district south of Tucson, Arizona between the periods 1950 to 1955. At Big Chunk the samples collected included: (1) stream sediment; (2) stream water; (3) pond and small-lake water; (4) soil samples; and (5) vegetation sampling new growth of woody plants. These samples were analyzed by Acme Labs, a Certified Assayer in Canada for 64 elements for each sample. For the eleven thousand samples, this resulted in approximately seven hundred thousand separate analyses including blanks, repeat and control samples part of the QA/QC (Quality Assurance Quality Control) procedures. Because of the overload worldwide in all assay labs at the time, turnaround time for the assays was up to three or more months. After receipt of the samples, they were processed using computer techniques and the results analyzed and interpreted. Known indicator elements, including porphyry copper-gold mineral center elements, formed typical porphyry copper center anomaly zones. Additionally, samples taken by Liberty Star over the Pebble deposit, with the permission of Northern Dynasty, indicated that mineral body to be detectable by these methods. The geochemical methodology was used by the US Geological Survey, under contract for the Pebble partnership over the Pebble mineral zone, and data was published in 2010. It was again shown to be effective in indicating the Pebble deposit mineralization at depth. The anomalies generated by both deep looking ZTEM and geochemistry by Liberty Star have been tested by published results from drilling in the Pebble mineral body. The same types of targets in the Liberty Star Big Chunk have yet to be tested by drilling in a significant way.

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We are unaware of any previous claim ownership anywhere on our Big Chunk claims in Alaska. No historical drilling resulting in mineral resources or reserves appears in the published literature concerning the property. Minor exploration was conducted by Teck Cominco Alaska, and Anaconda Mining Inc. The United States Geological Survey does not do exploration but they had done minor geological mapping in the north part of the Big Chunk caldera, along with widely spaced aeromag surveys in the same area. We are not aware of any prior exploration that was conducted on our Big Chunk claims in Alaska prior to January 10, 2004, when our aerial magnetic survey began.

We have not defined mineral resources on any of our claims at Big Chunk.

Letter Agreement and Secured Convertible Note with Northern Dynasty Minerals Ltd. With Respect to Big Chunk

On July 15, 2010, we issued a secured convertible promissory note bearing interest at a rate of 10% per annum compounded monthly (the “2010 Convertible Note”) to Northern Dynasty Minerals Ltd (“Northern Dynasty”). During the year ended January 31, 2012, the agreement with Northern Dynasty was amended to issue additional secured convertible promissory notes totaling $730,174 to reimburse Northern Dynasty for assessment work, rental fees, cash in lieu of assessment work and filing fees on the mineral claims that were paid in fiscal 2011 and fiscal 2012 because we could not come to an agreement on the earn-in option and joint venture agreement with Northern Dynasty.

As part of the transaction noted above, Northern Dynasty could earn a 60% interest in our Big Chunk project in Alaska (the “Joint Venture Claims”) by spending $10,000,000 on those properties over six years. The borrowings from Northern Dynasty could be applied as part of Northern Dynasty’s earn-in requirements. Northern Dynasty’s minimum annual expenditures under the earn-in would be the minimum level necessary to keep the Joint Venture Claims in good standing. Northern Dynasty could elect to abandon the earn-in at any time on 30 days’ notice, so long as sufficient annual labor was performed, or a cash payment in lieu of labor was made, in order to fulfill the annual labor requirements for the Joint Venture Claims for a minimum of 12 months after termination of the earn-in. No such notice by Northern Dynasty was received.

On November 14, 2012, we signed a loan settlement agreement with Northern Dynasty which would have discharged the $3,730,174 principal balance and $1,592,769 of accrued interest for the 2010 Convertible Note and would have terminated Northern Dynasty’s earn-in rights. In exchange for the settlement, we initiated the transfer of 199 Alaska mining claims to Northern Dynasty’s subsidiary, U5 Resources. However, MBGS, LLC filed liens against the claims before the transfer could be completed. In March 2014, Liberty Star and Big Chunk entered into a settlement agreement with MBGS, LLC, following a resolution conference conducted in Anchorage, Alaska whereby all Northern Dynasty claims recorded by MBGS, LLC were released. As a result of the settlement agreement with MBGS, LLC, the Company completed its loan settlement agreement with Northern Dynasty and discharged the principal balance and accrued interest for the 2010 Convertible Note and terminated Northern Dynasty’s earn-in-rights. A gain of $5,322,943 for the settlement of the Northern Dynasty debt and accrued interest was recorded in other income during the nine months ended October 31, 2014.

Tombstone Super Project (“Tombstone”):

Our CEO and Chief Geologist, James Briscoe, has long experience in the Tombstone district, southeast Arizona, where he first worked in 1972. In the mid-1980s, he concluded that much earlier regional geologic work had reached erroneous conclusions and that Tombstone was a large and ancient (72 million years before the present – or Laramide in age) volcanic structure – a caldera. He brought this to the attention of theThe US Geological Survey caldera experts, who after study concluded that Briscoe wasconclude 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. Studies by Mr. Briscoe and more recently using advancedAdvanced technology havehas 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.

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We hold 95 unpatented standard federal lode mining claims with an area of 1,798.68 acres located due east and southeast of the town of Tombstone, Arizona. The Walnut Creek Project is located immediately east of the town of Tombstone. The Hay Mountain Project is©s located 6.5 miles southeast of Tombstone; access is by Hwy 89 and Davis Rd. We alsoTombstone where we hold 35 Arizona State Mineral Exploration Permits (MEPs) covering 2,366.88 acres(12,878.18 acres) or 3.720.12 square miles, in the same area. We also hold an option to explore 29 unpatented standardand 93 federal lode mining claims (604covering (1,594.68 acres) or 2.49 square miles and is accessible by Hwy 80, Davis Rd. and Wild West Road.

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 out of the total 1,798.68 acres) located in the same region. On April 29, 2008 Liberty Star announced that it had leased, with an option to purchase, three properties from JABA US Inc. in Arizona and Nevada, USA. Liberty Star President James A. Briscoe controls JABA US INC and Dr. J. M. Guilbert, Director of the Company, holds a small stock position as well. The properties in Arizona are part of the Tombstone and the 26 claims East Silver Bell projects. The option covering the property in Nevada was sold in October, 2008 to NPX Metals. Proceeds from that sale were loaned immediately back to Liberty Star by Mr. Briscoe. For the remaining claims, according to the option agreement, Liberty Star could earn up to 100% interest by keeping up annual assessment work and spending $175,000 in exploration expenditures on the properties between April 2008 and January 1, 2011. This provision payment of assessment and related expenses has been met and option agreement has been maintained over the Tombstone and East Silver Bell Claims.

Claim Acreage
57 HM Claims- 1095.18 acres	29 TS Claims- 604 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 11/24/2023 08-122641 375.64 11/24/2023 08-122640 732.84 11/24/2023 08-123953 480 1/18/2024 08-123952 520 1/18/2024 08-119752 40 7/11/2023 08-120017 160 6/15/2023 08-120018 80 6/15/2023 08-120172 440 10/4/2023 08-120173 640 10/4/2023 08-120174 440 10/4/2023 08-120175 480 10/4/2023 08-120176 480 10/4/2023 08-120177 582.83 10/4/2023 08-120178 240 10/4/2023 08-120179 370.24 10/4/2023 08-121131 520 11/18/2023 08-121132 368.76 11/18/2023 08-121133 139.9 11/18/2023 08-121134 280 11/18/2023 08-121135 639.56 11/18/2023 08-121136 600 11/18/2023 08-121137 440 11/18/2023 08-121138 358.85 11/18/2023 08-121139 571.25 11/18/2023 08-121140 439.5 11/18/2023 08-121141 280 11/18/2023 08-121142 640 11/18/2023 08-121143 640 11/18/2023 08-121654 80 9/22/2023 08-123795 80.41 11/15/2023 08-121768 449.44 11/21/2022 08-121769 640 11/21/2022 08-121770 626.32 11/21/2022 08-121771 640 11/21/2022 14   State Exploration Permits 5 State MEP's- 2,366.88 acres 2931State MEP’s totaling 12,878.18 acres At Hay Mountain, (HM), we plan to ascertain whether the HMHay 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 core 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 project, additional phased work, both exploration and development, is planned over the course of seven total years to define the nature and size of an ore body(s) and move toward mining. Any exploration plans are dependent on acquiring suitable funding. No part of the phased program is currently funded. The Tombstone claims 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. Because the Company’s stock does not trade on any Canadian stock exchanges, these three Technical Reports were not submitted to SEDAR, the electronic system for the official filing of documents by public companies and investment funds across Canada. We had also requested that SRK prepare a report on the Tombstone Consolidated Mines patented claims. These claimsreports covered the entirety of historic productive area of the Tombstone mines which date to their discovery in 1877. However, before that report could be completed a competitor acquired a lease on those lands. 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 programs as related to the entire area, make estimates and recommend execution of proposed Company exploration programs. Because of competitive pressure and the unique nature of the data which includes 40+ years of private report compilation by James Briscoe, our CEO, these reports are considered confidential and will not be released for the foreseeable future. 15 Geochemical sampling at the Hay Mountain Project: 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 63multiple elements generating about 113,000many volumes of analyses. The samples were prepared by MEG Inc. and have been shipped to ALS Minerals (ALS-Chemex) Global (f/k/a Certified (under NI 43-101 criteria and approved by regulatory processes)ALS-Chemex), geochemical analysis lab in Vancouver, British Columbia. Assay results are beingwere sent to our Tucson office and when all assays are received ourwere received. Our geology team will be able to generatehas generated computer analyses that allow interpretation of the data. Liberty Star continues to collect XRF readings and biogeochemical samples to further define the anomalies at Hay Mountain. ZTEM EM Survey: We 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 approximately 4.5 miles southwest of Tombstone, Arizona with access via paved road (Charleston Road). The new MEPs are 5.89 miles west of Liberty Star’s Hay Mountain Project 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 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) On June 24, 2020 we completed staking an additional 400 acres of Federal Lode Claims at Hay Mountain. 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 November 11, 2020 we announced the identification of potentially exploitable gold mineralization in its recently acquired State of Arizona Mineral Exploration Permits (MEPs) land located in the area locally recognized as Red Rock Canyon, contiguous with and immediately north of drill Target 1, within the Company’s principal porphyry copper, gold, moly exploration target at the Hay Mountain Project (the “Project”) previously disclosed. 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 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. On November 21, 2020 we acquired 5 new Mineral Exploration Permits for a total of 2,995.47 acres. Liberty Star’s CEO Brett Gross notes the new applications complement last year’s land acquisition announced October 21, 2019 (Update 910); “In 2019 we moved to secure surface access to support future development and operations. With the addition of these lands, the Company secures three additional access routes from public roadways. While over the past twenty-two months we have requestedenjoyed increasingly good, collaborative and cooperative relations with the private property owners contiguous to the Hay Mountain Project with no interruptions to project access, securing multiple alternative routes places us in an even more secure and well-defined position for the future.” 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 that permits us to be more forthcoming with our technical data sharing with potential venture partners. Liberty Star geochemical and geophysical surface studies indicate anomalies consistent with a large, buried porphyry copper body at the primary target, and potentially extensive associated porphyry cluster, with attendant metals including gold, moly, 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-project/. 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 Project, Tombstone District, Arizona. 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 Project 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 Project have receivedbeen received. Mr. van Geffen’s summary and recommendations are as follows. 16 The Hay Mountain biogeochemical data, when corrected for known sources of variance such as plant species and laboratory, provide a cost estimatevaluable layer of information to guide exploration efforts for buried and blind porphyry Cu-Mo systems in the project area. Multi-element, aqua-regia ICP-MS data were provided for 750 vegetation samples form the Hay Mountain project 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 Geotechoutput maps for affected elements. In addition to levelling between labs and species, the Cu response is further enhanced by correcting for root uptake of Aurora (Toronto area) Ontario, Canada,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 the only purveyorstrongly recommended to use all outputs 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 (6,000 feet)work in combination with all other geospatial data available, including geophysics, surface geology, structural trends, terrain, and detect sulfides 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 systemfield observations, for search-space definition 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.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 GilullyGilluly 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 GilullyGilluly map with faults adjusted to Drewes’s interpretation. Unfortunately, little or no refinement of the rock types or actual outcropping rocks was accomplished. Gilully,Gilluly, while apparently generally correct in outcrop identification, disturbingly on close examination it appears he missed important outcropping rocks and at least in the Hay Mountain area of the major geochemical anomaly he misinterpreted stratigraphic rock types. In the area we have termed the Chrysocolla Block he failed to note the outcrop completely and our thorough examination revealed it to be Earp formation, whereas all the surrounding mapped area was mapped as the younger Colina limestone. This would put the Chrysocolla Block more than 1,000 feet above the Earp and 1,700 feet or more above the receptive-to- mineralization Horquilla formation where most of the production from Bisbee has been found and high grade which is now being drilled out at Rosemont Camp about 50 miles to the west. This critical error we have corrected on our maps to show this area as the lower Earp and believe that the recently discovered gossan outcrops are lying perhaps 200 to 400 feet above the Earp- Horquilla contact. Furthermore, neither GilullyGilluly nor Drewes noticed pervasively fluidized and rounded limestone breccia which covers square miles and is 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 drillholedrill hole program. 30 East Silver Bell Porphyry CopperOn 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, CEO/President Brett Gross. The 50-page report contains over 50 new maps and sample images. In his Hay Mountain Project (“East Silver Bell”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] 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 “ESB”):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/ Located northwest 17 Also, in 2019 Liberty Star contracted Alan King, P.Geo., M.Sc.at Geoscience North to prepare a geophysical review of Tucson, Arizona, these claims currently are withinall the Ironwood National Monument,geochemical and geophysical data. Their conclusions and recommendations are- The full 3D Geoscience Analyst (GA) integrated model, which was established afterprovided as part of the claimsreview, 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 stakedmentioned in the SRK report. The core anomalous area has complex Magnetic and validated by numerousEM signatures in an area of structural complexity, with associated well defined geochem 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. Targeting: the main target remains the core geochem anomaly area and drill holes in addition to extensive technical studies. We plan to ascertain whether the East Silver Bell claims possess commercially viable depositstesting of copper. We hold an option to explore 26 unpatented standard federal lode mining claimsthis target is recommended. The combined EM and magnetic models show a thicker tabular conductive feature together with an area of 536.03 acres locatedhigh magnetic/structural complexity in the same region. The optioned mineral claims are owned by JABA US Inc.,core of a corporation in which two of our directors are owners. On April 29, 2008 Liberty Star announced that it had leased,large magnetic depletion zone, coincident with an option to purchase, three properties from JABA US Inc. in Arizona and Nevada, USA. The properties in Arizona, are partthe core of the Tombstone (and the 26 claims) East Silverbell projects. The option covering the property in Nevada was sold in October, 2008 to NPX Metals, and the proceeds were paid by JABA US Inc. as a loan to Liberty Star. According to the option agreement, Liberty Star can earn up to 100% interest by keeping up annual assessment work and spending $175,000 in exploration expenditures on the properties between April 2008 and January 1, 2011. This provision has been met for the assessment work and other related expense payments, and even though the work commitment is now in arrears, the option agreement has been maintained over the Tombstone and East Silver Bell Claims. JABA Optioned Properties East Silver Bell-AZ Claims ESB 180-191 ESB 193 ESB 195 ESB 238 ESB 240 ESB 242-245 ESB 247-251 ESB 301 26 ESB Claims- 536.03 acres geochem anomalies. See news release: https://www.libertystaruranium.com/2021/01/31/liberty-star-minerals-lbsrtechnical-data-studies-available/ Located approximately 30 miles northwest of Tucson, Arizona, 18 miles from the Avra Valley road off ramp and then 18 miles west, just north of that road on dirt roads (accessible with a 2 wheel drive vehicle), the claims currently are within the Ironwood Forest National Monument, which was created after the claims were staked, underwent detailed geochem and geophysical studies and drilled with numerous drill holes revealing a mineralized body. We plan to ascertain whether the East Silverbell claims possess commercially viable deposits of copper. Due to difficulty of doing work on the Ironwood Forest National Monument, which was created after drill definition of a mineral body on our claims, we are negotiating with an adjacent fee-simple, land-owner on which half of the mineral zone lies, to explore in detail to develop a viable ore body. 31 The East Silver Bell claims are undeveloped. The ESB block of claims were staked circa 1994 about five miles east of the ASARCO Solvent-Extraction-Electro-Winning (SXEW) plant. The East Silver Bell claims are directly adjacent and contiguous to the ASARCO Patented (fee simple) lands. Circa 1994 JABA (US) Inc. compiled geophysics – consisting of existing, widely spaced airborne magnetics, collected soil and vegetation geochemical samples, performed detailed photo interpretation from high resolution color aerial photography, mapped surface geology, breccia pipes and performed detailed mapping and interpretation of leached capping and performed very closely spaced man borne magnetic surveys over alteration and projection of the edge of the Silver Bell caldera and associated mineral belt that includes the Silver Bell porphyry copper mines that could be seen on the color air photos. The surface magnetic survey was interpreted by geophysicist Edward DeRidder, who pointed out a magnetic low that he interpreted as a porphyry copper magnetic low. Subsequently, north-south Induced Polarization (IP) lines were run and interpreted by Zonge engineering, to show a sulfide response at 900 to 1,000 feet below the surface. All of this data was plotted in 3D images showing overlapping and mutually reinforcing geochemical, ground magnetic and IP geophysics, and geologic- alteration mapped anomalies. Half of this responsive area lies on the adjacent ASARCO ground and half lies on JABA (US) ground. Subsequent to these studies, the ground was lease-optioned to Valarie Gold Exploration Inc., (Valarie) a Canadian exploration company. They drilled 6 holes to a predetermined depth of 600 feet, using a rotary drill and recovered drill chips, sampled at 5 foot intervals. The drilling penetrated and recovered classic chalcocite leached capping typical of that material occurring over ore bodies in the Silver Bell mines of North Silver Bell, El Tiro and Oxide open pit mines. Geochemical assays of the cuttings showed three to four relict ghost copper enriched zones to the final arbitrary depth of six hundred feet. These holes did not penetrate the leached chalcocite capping rock and did not enter sulfides. Valarie relinquished their lease. Latter Kennecott Copper Corp. optioned the claims and drilled three rotary drill holes. Of these holes two twisted off the drill bits at shallow depth and had to be abandoned while in the leached chalcocite capping. One hole penetrated to a depth of 1,000 feet but poor sampling procedures negated any meaningful data from this hole, when primary samples were irretrievably lost. These two drill attempts were predictably not successful but geochemistry from the Valarie drill holes did show shadow geochemical copper enrichment indicating chalcocite enrichment in the sulfide blanket below and the Kennecott effort did recover some chalcocite (enriched copper sulfide) circa 1998 the Ironwood National Monument was created over JABA’s valid mining claims. The surface of these claims cannot be used to extract the copper mineral body below by the open pit mining method. Since half of the geophysically, geochemically, geologically, alteration indicated mineral body is located on ASARCO patented land and because the ASARCO SXEW plant is only five miles to the west, it is believed that this mineral body can be extracted from the ASARCO property by underground – in situ leach technology at some point in the future. To date we have not identified any ore reserves on the East Silver Bell Project. We have not found any mineral resources on any of our claims. Sampling Protocols for all projects Liberty Star trains all employees/contractors conducting sample collection toby use of a handheld digital mobile device (X-ray Fluorescence Analyzer) to record all aspectsaccurate analysis of 31 elements including gold, silver copper, molybdenum, uranium, thorium, manganese, and other elements from each individualin situ sample. The handheld mobileXRF device leads the sampler through a series of dropdown menu windows with various description capabilities and the ability to record a GPS coordinate.coordinate of the location. Data from the deviceXRF 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 properrepresentative sample whether it is soil, rock or vegetation and instruction on avoiding contamination.cross contamination between samples. After samples are collected, they are stored in a secure location under lock and key until they are shipped via FedEx or UPS using chain of custody guidelines to a professional sample prep lab in Washoe Valley, Nevada run by Shea Clark Smith, MSc/ Geochemist. Mr. Smith prepares the samples by crushing, mixing, pulverizing and homogenizing. Then a 200 gram200-gram sample is scientifically split for shipment to a Certified Assay Laboratory of each original sample. Standards, blanks and duplicates are added to the sample stream, including such Quality Assurance Quality Control (QA/QC) every 10th10th assay sample. Beforesample is re-assayed and a blind standard is inserted every tenth sample interval, before being sent to a certified assay lab using ICP-MS analysis the samples are randomized. 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. The data are then de- randomized and processed for interpretation by various software programs designed for the purpose. 32 Legal Proceedings We knowLEGAL PROCEEDINGS None. 18 MINE SAFETY DISCLOSURES. Under Section 1503(a) of no material pending legal proceedingsthe 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 which our company or anyinclude disclosures regarding certain mine safety results in its periodic reports filed with the SEC. The operation of our subsidiaries is a party ormine(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 which any of our properties, or the properties of any of our subsidiaries, is the subject. In addition, we1977. We do not know ofown any such proceedings contemplated by any governmental authorities.mines in (or outside of) the United States and as a result, this information is not required. We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or any of our subsidiaries or has a material interest adverse to our company or any of our subsidiaries. Market Price of and Dividends on Our Common Equity and Related Stockholder MattersMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market information Our common stock is currently quoted byon the OTCQB of the OTC Markets Group and on the OTCBB under the trading symbol, “LBSR”.“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 OTCBB and by the OTC Markets GroupOTCQB 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 for the periods indicated, therange of high and low closing bid pricesquotations for our common stock onfor each of the OTCQB(1)(2)(3): Quarter Ended High Bid   Low Bid   October 31, 2015 $0.0021   $0.0011             July 31, 2015 $0.0035   $0.0015             April 30, 2015 $ 0.0087   $ 0.0024             January 31, 2015 $ 0.0199   $ 0.0084             October 31, 2014 $ 0.0146   $ 0.0114             July 31, 2014 $ 0.0210   $ 0.0115             April 30, 2014 $ 0.0235   $ 0.0120             January 31, 2014 $ 0.0290   $ 0.0145             October 31, 2013 $ 0.0366   $ 0.0185             July 31, 2013 $ 0.0233   $ 0.0080             April 30, 2013 $ 0.0165   $ 0.0093   (1) These bid prices were taken from OTC Markets quarterly trade and quote summary report. Such over-the- counter market quotations reflect inter-dealer prices, without retail mark-up, mark down or commission and may not necessarily represent actual transactions. (2) These bid prices were taken while we were only quoted by the OTC Markets Group, as of January 14, 2016, we are also quoted on the OTCBB. (3) While LBSR is quoted and will be traded on the OTCBB, it is also quoted on the OTC Markets OTC Pink as of November 2015. On January 15, 2016, the closing price of our common stockperiods indicated as reported by the OTC Markets Group was $0.0022 per share.Markets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. 33 Quarter Ended   High     Low   October 31, 2023   $ 0.0425     $ 0.038   July 31, 2023   $ 0.075     $ 0.066   April 28, 2023   $ 0.059     $ 0.052   January 31, 2023   $ 0.160     $ 0.086   October 31, 2022   $ 0.230     $ 0.110   July 31, 2022   $ 0.415     $ 0.220   April 28, 2022   $ 0.490     $ 0.330   January 31, 2022   $ 0.390     $ 0.353   Transfer Agent Our common stock is issued in registered form.transfer agent, The Nevada Agency and Transfer Company, of Suite 880 Bank of America, 50 West Liberty Street, Reno, Nevada 89501 USA (telephone: 775.322.0626; facsimile 775.322.5632) is the registrar and transfer agent for our common stock. As of December 13, 2023, we had 49,813,861 shares of our common stock issued and outstanding, with 148 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. The closing sale price for our common stock on December 13, 2023, as reported on the OTCQB was $0.31. Recent Sales of Unregistered Securities On September 5, 2023, the Company issued a total of 505,441 shares of our common stock for conversions of $18,675 in principal and $1,947 in interest for the February 2023 Note at the exercise price $0.0408. On September 28, 2023, the Company issued a total of 405,351 shares of our common stock for conversions of $15,000 in principal for the March 2023 Note at the exercise price of $0.0370. On October 16, 2023, the Company issued a total of 495,050 shares of our common stock for conversions of $15,000 in principal for the March 2023 Note at the exercise price of $0.0303. On October 24, 2023, the Company issued a total of 693,293 shares of our common stock for conversions of $18,675 in principal and $1,945 in interest for the March 2023 Note at the exercise price $0.0297. 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. 19 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. 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. Common Stock Issued During the Year Ended January 31, 2022 During the year ended January 31, 2022, the Company issued a total of 535,568 shares of our common stock for conversions of $217,540 of convertible notes payable and accrued interest at exercise prices ranging from $0.202 to $0.797. On March 5, 2021, the Company issued 6,000 shares of its common stock to an accredited investor for the exercise of warrants for proceeds of $2,100, or $0.35 per common share. On March 26, 2021, the Company issued 17,006 shares of its common stock and 8,503 warrants to our CEO for gross proceeds of $20,000, for $1.176 per unit. The warrants have a three-year term and are exercisable at any time at an exercise price of $1.646. In March 2021, the Company issued 49,412 shares of its common stock and 24,706 warrants to our CEO for gross proceeds of $55,000 for $1.113 per unit. The warrants have a three-year term and are exercisable at any time at an exercise price of $1.558. On April 2, 2021, the Company issued 9,818 shares of its common stock and 4,909 warrants to an accredited investor for gross proceeds of $10,000, or $1.019 per unit. The warrants have a three-year term and are exercisable at any time at an exercise price of $1.426. On April 30, 2021, the Company received proceeds of $20,000 from an investor for the purchase of 19,268 shares of its common stock and 9,634 warrants, at a price of $1.038 per unit. The warrants have a three-year term and are exercisable at any time at an exercise price of $1.453. 20 In October 2021, the Company issued 60,887 shares of its common stock and 30,444 warrants to a director for gross proceeds of $35,000, for $0.575 per unit. The warrants have a three-year term and are exercisable at any time at an exercise price of $0.805. In October 2021, the Company issued 25,986 shares of its common stock and 12,993 warrants to a director for gross proceeds of $15,000, for $0.577 per unit. The warrants have a three-year term and are exercisable at any time at an exercise price of $0.808. Effective January 5, 2022, the Company entered into Debt Conversion Agreements with Brett Gross, President & CEO, and Peter O’Heeron, Chairman of the Board, pursuant to which each of them agreed to convert their outstanding shareholder advances and loans to the Company into Company securities consisting of shares of common stock and warrants. Mr. Gross converted shareholder advances and loans to the Company totaling $375,357 and Mr. O’Heeron converted shareholder advances and loans totaling $250,830. Upon conversion, the Company debts represented by such shareholder advances and loans were deemed to be satisfied and paid in full. The debt conversions described above were completed pursuant to, and in accordance with the terms of the Company’s current private placement offering. Accordingly, the Company issued units consisting of one share of common stock and ½ warrant to complete the conversion. The shares were issued at a price of $0.269 per share, which is the Volume Weighted Average Price (“VWAP”) for the 4 days immediately preceding the effective date of the conversion. The warrants are exercisable for up to three years at a price of $0.377 per share, which is 140% higher than the price at which the shares were issued. A total of 1,395,379 shares and 697,690 warrants were issued to Mr. Gross and a total of 932,454 shares and 466,227 warrants were issued to Mr. O’Heeron. The shares and warrants issued to Mr. Gross and Mr. O’Heeron are restricted securities as defined in Rule 144. 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”). SELECTED FINANCIAL DATA. Not applicable to smaller reporting companies. All references to common shares and common share data in the accompanying consolidated financial statements and elsewhere in this Form as of January 31, 2023 and for the years then ended, reflect the 1-for-500   Reverse Stock Split. On December 13, 2023, the closing price of our common stock as reported by the OTCQB was $0.31 per share. Holders of Common Stock As of January 15, 2016,December 21, 2023 there were approximately 99148 holders of record of our common stock. As of such date, 1,568,937,90549,813,861 shares of our common stock were issued and outstanding. We had 1 holders of Class A common stock with 500,000 shares issued and outstanding. Dividends 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. There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:   1.21 We would not be able Financial Statements Financial Statements for the Years Ended January 31, 2023 and 2022 Report of Independent Registered Public Accounting Firm (PCAOB ID N0.76) F-1 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Stockholders’ Deficit F-5 Consolidated Statements of Cash Flows F-6 Notes to pay our debts as they become due inConsolidated Financial Statements F-7 Financial Statements for the usual courseNine-Month Periods Ended October 31, 2023 and 2022 (unaudited) Consolidated Balance Sheets (unaudited) F-24 Consolidated Statements of business; or 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   22   2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution. Financial Statements Financial Statements for the Years Ended January 31, 2015 and 2014 Report of Independent Registered Public Accounting firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Stockholders’ Equity (Deficit) Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Financial Statements for the Nine Month Periods Ended October 31, 2015 and 2014 Condensed Consolidated Balance Sheets Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Cash Flows Notes to Condensed Consolidated Financial Statements 34 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors and Stockholders of Liberty Star Uranium & Metals Corp. Tucson, Arizona Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Liberty Star Uranium & Metals Corp. and its subsidiaries (collectively, the “Company”) as of January 31, 20152023 and 2014,2022, and the related consolidated statements of operations, changes stockholders’ equity (deficit),deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibilityeach of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriatetwo years in the circumstances, but not forperiod ended January 31, 2023, and the purpose of expressing an opinion onrelated notes [and schedules] (collectively referred to as the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. “financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Liberty Star Uranium & Metals Corp. and its subsidiaries as of January 31, 20152023 and 2014,2022, and the results of theirits operations changes in stockholders’ equity (deficit), and theirits cash flows for each of the two years thenin the period ended January 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Companyentity will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Companyentity has suffered recurring losses from operations and requires additional funds for further exploratory activity prior to attaininghas a revenue generating status. In addition, the Company may not find sufficient ore reserves to be commercially mined. These conditionsnet capital deficiency that raise substantial doubt about the Company’sits ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated 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 entity’s management. Our responsibility is to express an opinion on these uncertainties.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 Liberty Star Uranium & Metals Corp. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. /s/ MaloneBailey, LLP Houston, Texas May 1, 2015We 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. Liberty Star Uranium & Metals Corp. 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 entity’s internal control over financial reporting. Accordingly, we express no such opinion. F-1 LIBERTY STAR URANIUM Turner, Stone & METALS CORP.Company, L.L.P. Accountants and Consultants 12700 Park Central Drive, Suite 1400 Dallas, Texas 75251 Telephone: 972-239-1660 ⁄ Facsimile: 972-239-1665 Toll Free: 877-853-4195 Web site: turnerstone.com F-1 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. Critical Audit Matter Description As disclosed in Notes 6 and 7 to the consolidated financial statements, the Company had various debt instruments which included conversion features requiring bifurcation and separate accounting. Management evaluated the required accounting, significant estimates, and judgements around the valuation for these embedded derivatives. These embedded derivatives were measured at fair value. There is no current observable market for these types of features and, as such, the Company determined the fair value of the embedded derivatives using an option pricing model to measure the fair value of the bifurcated derivatives. As a result, a high degree of auditor judgment and effort was required in performing audit procedures to evaluate the conclusions reached by management as well as the inputs to the Company’s option pricing model. How the Critical Audit Matter Was Addressed in the Audit Our principal audit procedures performed to address this critical audit matter included the following: - We obtained an understanding of the controls and processes surrounding the evaluation, initial measurement and valuation of the bifurcated derivatives. CONSOLIDATED BALANCE SHEETS - 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 engaged an auditor’s specialist to review the work prepared by the Company’s specialist and assist in the performance of recalculations. - We evaluated the fair value of the bifurcated derivatives that included testing the valuation model and assumptions utilized by management and underlying data used in the model.     January 31,     January 31,       2015     2014                 Assets                           Current:                        Cash and cash equivalents $  53,517   $  55,089              Advances   1,052     1,000              Deferred financing costs   -     38,052              Prepaid expenses   88,288     9,109              Total current assets   142,857     103,250                 Property and equipment, net   32,338     49,792              Total assets $  175,195   $  153,042                 Liabilities and Stockholders' Deficit                           Current:                        Current portion of long-term debt $  6,149   $  5,594              Convertible notes payable and accrued interest, net of debt discount of $41,928 and $34,584   516,018     4,193,090              Accounts payable and accrued liabilities   250,932     254,261              Accrued wages to related parties   404,992     340,992              Accrued interest   -     1,465,059              Derivative liability   216,705     46,985              Total current liabilities   1,394,796     6,305,981                 Long-term:                        Long-term debt, net of current portion   561     6,710              Long-term convertible note payable   106,697     -              Total long-term liabilities   107,258     6,710                            Total liabilities   1,502,054     6,312,691                 Stockholders' deficit                      Common stock - $.00001 par value; 1,250,000,000 shares authorized;              920,001,430 and 830,236,231 shares issued and outstanding   9,200     8,302            Stock subscription receivable   (55,673 )   -              Additional paid-in capital   49,798,278     49,026,144              Accumulated deficit   (51,078,664 )   (55,194,095 )            Total stockholders' deficit   (1,326,859 )   (6,159,649 )                          Total liabilities and shareholders' deficit $  175,195   $  153,042   /s/ Turner, Stone & Company, L.L.P. We have served as Liberty Star Uranium & Metals Corp.’s auditor since 2022. Dallas, Texas May 15, 2023 F-2 Liberty Star Uranium & Metals Corp. Consolidated Balance Sheets     January 31,     January 31,       2023     2022                 Assets                                   Current assets:                 Cash and cash equivalents   $ 32,616     $ 102,741   Prepaid expenses and other current assets     6,540       13,066   Total current assets     39,156       115,807                     Noncurrent assets:                 Property and equipment, net     21,888       27,722   Total noncurrent assets     21,888       27,722                     Total assets   $ 61,044     $ 143,529                     Liabilities and Stockholders’ Deficit                                   Current liabilities:                 Accounts payable and accrued liabilities   $ 233,397     $ 486,629   Accounts payable and accrued liabilities     218,954         Accrued expenses to related party     66,205           Accounts payable to related parties     -       51,119   Accrued wages to related parties     51,762       811,711   Advances from related party     5,000       -   Note payable     2,754       -   Notes payable to related party     50,000       13,121   Convertible promissory note, net of unamortized debt discount of $33,760 and $20,178     92,624       181,122   Current portion of long-term debt – SBA     1,782       -   Derivative liability     172,393       -   Total current liabilities     609,712       1,543,702                     Long-term:                 Long-term debt – SBA, net of current portion     30,618       64,897   Total long-term liabilities     30,618       64,897                     Total liabilities     640,330       1,608,599                     Commitments and Contingencies (Note 13)     -       -                     Stockholders’ deficit:                 Class A Common stock - $.00001 par value; 500,000 authorized; 102,000 shares issued and outstanding     1       1                     Common stock - $.00001 par value; 74,500,000 authorized; 18,671,159 and 13,458,752 shares issued and outstanding, respectively     186       135   Common stock, value     186       135   Additional paid-in capital     56,941,222       56,503,616   Subscription receivable     (117,468 )     -   Accumulated deficit     (57,403,227 )     (57,968,822 ) Total stockholders’ deficit     (579,286 )     (1,465,070 )                   Total liabilities and stockholders’ deficit   $ 61,044     $ 143,529   The Accompanying Notesaccompanying notes are an Integral Partintegral part of the Consolidated Financial Statementsconsolidated financial statements F-2 LIBERTY STAR URANIUM & METALS CORP. CONSOLIDATED STATEMENTS OF OPERATIONSF-3     For the Twelve Months Ended       January 31,       2015     2014   Revenues $  -   $  -   Expenses:                        Geological and geophysical costs   173,057     463,124              Salaries and benefits   293,096     513,418              Public relations   136,453     210,776              Depreciation   27,324     32,827              Legal   79,117     177,472              Professional services   89,785     51,115              General and administrative   223,128     268,236              Travel   24,824     46,268   Net operating expenses   1,046,784     1,763,236   Loss from operations   (1,046,784 )   (1,763,236 )               Other income (expense):                        Interest income   5     15              Interest expense   (643,430 )   (522,953 )            Gain (loss) on change in fair value of derivative liability   482,697     (31,873 )            Gain on settlement of debt   5,322,943     -   Total other income (expense)   5,162,215     (554,811 ) Net income (loss) $  4,115,431   $  (2,318,047 )               Basic net income (loss) per share of common stock $  0.00   $  (0.00 )               Diluted net income (loss) per share of common stock $  0.00   $  (0.00 )               Basic weighted average number of shares of common stock outstanding   884,138,341     803,439,114                 Diluted weighted average number of shares of common stock outstanding   1,004,926,936     803,439,114   Liberty Star Uranium & Metals Corp. Consolidated Statements of Operations     2023     2022       For the Years ended       January 31       2023     2022                 Revenues   $ -     $ -   Expenses:                 Geological and geophysical costs     84,472       84,252   Salaries and benefits     172,123       147,249   Professional services     173,636       197,517   General and administrative     405,840       88,742   Net operating expenses     836,071       517,760   Loss from operations     (836,071 )     (517,760 )                   Other income (expense):                 Interest expense     (245,156 )     (147,199 ) Other income     1,065           Gain on forgiveness of SBA loan     32,851       -   Gain on settlement of debt     998,284       -   Gain on disposal of fixed asset     5,000       -   Gain on change in fair value of derivative liability     609,622       226,278   Total other income, net     1,401,666       79,079   Net income (loss)   $ 565,595     $ (438,681 )                   Net income (loss) per share of common stock – basic   $ 0.04     $ (0.04 ) Net income (loss) per share of common stock – diluted   $ 0.04     $ (0.04 )                   Weighted average shares outstanding – basic     15,558,746       10,647,908   Weighted average shares outstanding – diluted     15,916,651       10,647,908   The Accompanying Notesaccompanying notes are an Integral Partintegral part of the Consolidated Financial Statementsconsolidated financial statements F-3 LIBERTY STAR URANIUM & METALS CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)F-4                 Stock     Additional           Total       Common stock     subscription     paid-in     Accumulated     stockholders’       Shares     Amount     receivable     capital     deficit     equity                                     (deficit)                                         Balance, January 31, 2013   740,710,265   $  7,408     -   $  47,912,449   $  (52,876,048 ) $  (4,956,191 ) Cashless exercise of common stock purchase warrants   6,087,165     61     -     (61 )   -     -   Issuance of common stock and warrants private placement, net   23,606,957     236     -     271,807     -     272,043   Issuance of common shares for cash pursuant to investment agreement   54,145,363     541     -     459,459     -     460,000   Stock issued in exchange for services   2,934,763     29     -     61,909     -     61,938   Shares issued for deferred financing cost   1,225,000     12     -     30,151     -     30,163   Shares issued for settlement of accounts payable   1,526,718     15     -     19,985     -     20,000   Warrants issued for services   -     -     -     7,682     -     7,682   Warrants issued for settlement of accounts payable                     22,141           22,141   Stock based compensation                     240,622     -     240,622   Net loss for the year ended January 31, 2014   -     -     -     -     (2,318,047 )   (2,318,047 ) Balance, January 31, 2014   830,236,231     8,302     -      49,026,144     (55,194,095 )   (6,159,649 )                                       Issuance of common stock and warrants private placement, net   6,424,979     64     -     72,936     -     73,000   Issuance of common shares for cash pursuant to investment agreement   34,214,226     343     (55,673 )   456,581     -     401,251   Stock issued pursuant to legal settlement   1,000,000     10     -     17,490     -     17,500   Stock issued in exchange for services   2,511,628     25     -     53,975     -     54,000   Shares issued for conversion of notes   45,614,366     456     -     423,724     -     424,180   Resolution of derivative liabilities due to debt conversions   -     -     -     256,748     -     256,748   Warrants reclassified to derivative liabilities               (520,552 )   -     (520,552 ) Stock based compensation                     11,232     -     11,232   Net income for the year ended January 31, 2015                           4,115,431     4,115,431   Balance, January 31, 2015   920,001,430   $  9,200     (55,673 ) $  49,798,278   $  (51,078,664 ) $  (1,326,859 ) Liberty Star Uranium & Metals Corp. Consolidated Statements of Changes in Stockholders’ Deficit For the Years ended January 31, 2023 and 2022     Shares     Amount     Shares     Amount     Issued     Receivable     Capital     Deficit     Deficit       Class A Common stock     Common stock     Common stock to be     Subscription     Additional paid-in     Accumulated     Total Stockholders’       Shares     Amount     Shares     Amount     Issued     Receivable     Capital     Deficit     Deficit                                                           Balance, January 31, 2021     102,000     $ 1       9,902,052     $ 99     $ 15,000     $ -     $ 55,503,564     $ (57,530,141 )   $ (2,011,477 ) Issuance of common stock and warrants in private placement and warrant exercises     -       -       203,103       2             (15,000 )     -       172,098       -       157,100   Issuance of common shares pursuant to investment agreement     -       -       490,196       5       -       -       132,369       -       132,374   Shares issued for conversion of notes     -       -       535,568       5       -       -       217,535       -       217,540   Shares issued for services     -       -       2,327,833       24       -       -       626,163       -       626,187   Reclass of APIC to derivative liabilities for tainted warrants     -       -       -       -       -       -       (734,070 )     -       (734,070 ) Resolution of derivative liabilities due to debt conversions and untainted warrants     -       -       -       -       -       -       585,957       -       585,957   Net loss for the year ended January 31, 2022     -       -       -       -       -       -       -       (438,681 )     (438,681 ) Balance, January 31, 2022     102,000       1       13,458,752       135       -       -       56,503,616       (57,968,822 )   $        (1,465,070 ) Issuance of common stock and warrants in private placement and warrant exercises     -       -       13,298       -       -       -       5,000       -       5,000   Issuance of common stock and warrants in private placement and warrant exercises, related party     -       -       23,812       -       -       -       3,000       -       3,000   Issuance of common shares pursuant to investment agreement     -       -       1,429,804       14       -       (16,368 )     203,384       -       187,030   Shares issued for conversion of notes     -       -       2,424,896       24       -       -       374,616       -       374,640   Shares issued to settle liabilities, related party     -       -       146,597       1       -       -       18,649       -       18,650   Cashless exercise of options     -       -       674,000       7       -       (101,100 )     101,093       -       -   Stock based compensation     -       -       500,000       5       -       -       276,687       -       276,692   Options issued related to settlement agreement     -       -       -       -       -       -       44,707       -       44,707   Reclass of APIC to derivative liabilities for tainted warrants     -       -       -       -       -       -       (734,294 )     -       (734,294 ) Resolution of derivative liabilities due to debt conversions     -       -       -       -       -       -       144,764       -       144,764   Net income for the year ended January 31, 2023     -       -       -       -       -       -       -       565,595       565,595   Balance, January 31, 2023     102,000     $ 1       18,671,159     $ 186     $ -     $ (117,468 )   $ 56,941,222     $ (57,403,227 )   $ (579,286 ) The Accompanying Notesaccompanying notes are an Integral Partintegral part of the Consolidated Financial Statementsconsolidated financial statements F-4 LIBERTY STAR URANIUM & METALS CORP. CONSOLIDATED STATEMENTS OF CASH FLOWSF-5     For the Year Ended January31,       2015     2014                 Cash flows from operating activities:             Net income (loss) $  4,115,431   $  (2,318,047 ) Adjustments to reconcile net income (loss) to net cash used in operating             activities:                Depreciation   27,324     32,827      Amortization of deferred financing charges   38,052     7,611      Amortization of debt discount   403,579     12,916      Gain on settlement of debt   (5,322,943 )   -      (Gain) loss on change in fair value of derivatives   (482,697 )   31,873      Share based compensation   11,232     240,622      Common shares issued for third party services   54,000     61,938      Common shares issued pursuant to legal settlement   17,500     -      Warrants issued for third party services   -     29,823      Warrants issued pursuant to legal settlement   6,440     -      Changes in assets and liabilities:                                      Prepaid expenses   (79,179 )   (447 )                          Other current assets   (52 )   (1,000 )                          Accounts payable and accrued expenses   (3,329 )   122,780                            Accrued wages related parties   64,000     64,000                            Accrued interest   190,283     492,442   Cash flows used in operating activities:   (960,359 )   (1,222,662 )               Cash flows from investing activities:                Purchase of equipment   (9,870 )   (1,418 )              Net cash used in investing activities   (9,870 )   (1,418 )               Cash flows from financing activities:                Payments on long-term debt   (5,594 )   (5,090 )    Cash paid on deferred financing costs   -     (15,500 )    Principal activity on convertible promissory notes   500,000     450,000      Proceeds from the issuance of common stock, net of expenses   474,251     732,043               Net cash provided by financing activities   968,657     1,161,453                 Increase (decrease) in cash and cash equivalents   (1,572 )   (62,627 ) Cash and cash equivalents, beginning of period   55,089     117,716   Cash and cash equivalents, end of period $  53,517   $  55,089                               Supplemental disclosure of cash flow information:                Income tax paid $  -   $  -      Interest paid during the period $  10,587   $  17,595   Supplemental disclosure of non-cash items:                Cashless exercise of common stock purchase warrants $  -   $  61      Settlement of accounts payable through issuance of common stock $  -   $  20,000      Shares issued for deferred financing cost $  -   $  30,163      Stock subscription receivable $  55,673   $  -      Resolutions of derivative liabilities due to debt conversions $  256,748   $  -      Warrants reclassified to derivative liabilities $  520,552   $  -      Debt discounts due to derivative liabilities $  382,173   $  -      Common stock issued for conversion of debt and interest $  424,180   $  -      Original issue discounts $ 28,750   $ 47,500   Liberty Star Uranium & Metals Corp. Consolidated Statements of Cash Flows     2023     2022       For the Years Ended       January 31,       2023     2022                 Cash flows from operating activities:                 Net income (loss)   $ 565,595     $ (438,681 ) Adjustments to reconcile net income (loss) to net cash used in operating activities:                 Depreciation     5,834       5,834   Expenses paid by related parties     -       54,960   Stock based compensation     276,692       -   Amortization of debt discounts     229,698       97,429   Gain on change in fair value of derivative liabilities     (609,622 )     (226,278 ) Gain on forgiveness of SBA loan     (32,851 )     -   Gain on settlement of debt     (998,284 )     -   Gain on disposal of fixed asset     (5,000 )     -   Changes in assets and liabilities:                 Prepaid expenses     31,276       (8,251 ) Accounts payable and accrued expenses     (3,940 )     (7,177 ) Accrued interest     -       10,716   Cash flows used in operating activities:     (540,602 )     (511,448 )                   Cash flows from investing activities:                 Proceeds from sale of equipment     5,000       -   Net cash provided by investing activities     5,000       -                     Cash flows from financing activities:                 Proceeds from advances related party     24,550       -   Repayment of advances related party     (18,996 )     -   Proceeds from notes payable     -       32,497   Proceeds from notes payable, related party     50,000           Payments on notes payable     (21,996 )     -   Proceeds from convertible promissory notes     236,889       285,500   Proceeds from the issuance of common stock and warrants     195,030       287,374   Proceeds from exercise of warrants     -       2,100   Receipt of subscription receivable                 Net cash provided by financing activities     465,477       607,471                     Increase (decrease) in cash and cash equivalents     (70,125 )     96,023   Cash and cash equivalents, beginning of year     102,741       6,718   Cash and cash equivalents, end of year   $ 32,616     $ 102,741                     Supplemental disclosure of cash flow information:                 Income tax paid   $ -     $ -   Interest paid   $ 942     $ -                     Supplemental disclosure of non-cash items:                 Resolution of derivative liabilities due to debt conversions and untainted warrants   $ 144,764     $ 585,957   Reclass of APIC to derivative liabilities for tainted warrants   $ 734,294     $ 734,070   Debt discounts due to derivative liabilities   $ 192,485     $ 78,165   Common stock issued for conversion of debt and interest   $ 374,640     $ 217,540   Expenses paid by related party on behalf of the Company   $ 18,096     $ 54,960   Prepaid insurance financed with note payable   $ 24,750     $ -   Shares issued for settlement of liability   $ 18,650     $ -   The Accompanying Notesaccompanying notes are an Integral Partintegral part of the Consolidated Financial Statementsconsolidated financial statements F-5 LIBERTY STAR URANIUM & METALS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSF-6 LIBERTY STAR URANIUM & METALS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – Organization NOTE 1 – Basis of Presentation 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”) iswas our wholly owned subsidiary and was incorporated on December 14, 2003 in the State of Alaska. Until 2016 Big Chunk iswas engaged in the acquisition and exploration of mineral properties business in the State of Alaska.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. These consolidated financial statements include the results of operations and cash flows of Liberty Star Uranium & Metals Corp. and its On April 11, 2019 we formed a new subsidiary named Earp Ridge Mines LLC (“Earp Ridge”) wholly owned subsidiaries, Big Chunk and HMSP. All significant intercompany accounts and transactions were eliminated upon consolidation. These consolidated financial statements have been prepared in conformity with accounting principles generally accepted inby HMH. On August 13, 2020, the United States of AmericaCompany formed Red Rock Mines, LLC (“GAAP”Red Rock”) with the on-going 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, an Arizona corporation, as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classificationswholly-owned subsidiary 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.Hay Mountain Holdings, LLC. NOTE 2 – Summary of significant accounting policies NOTE 3 – Summary of Significant Accounting Policies The summary of significant accounting policies presented below is designed to assist in understanding the Company'sCompany’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: F-7 Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of AmericaGAAP 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. F-6 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 Big ChunkEarp Ridge and HMSP.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. AtOn January 31, 20152023 and 2014,2022, we had nocash balances in bank deposit accounts that exceeded federally insured limits of $0 and $0, respectively.limits. 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 isare stated at cost. We capitalize all purchased equipment over $500$500 with a useful life of more than one year. Depreciation is calculated using the straight linestraight-line method over the estimated useful lives of the assets. Leasehold improvements are stated at cost and are amortized over their estimated useful lives or the lease term, whichever is shorter. Maintenance and repairs are expensed as incurred while betterments or renewals are capitalized. Property and equipment isare reviewed periodically for impairment. The estimated useful lives range from 3 to 7 years. 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’sdebt 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. F-8 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. 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 of the warrants based on a risk-neutral valuation where the price of the option is its discounted expected value. Stock based compensation The Company recognizes stock-based compensation for all share-based payment awards made to employees and non-employees based on the estimated fair values using the Black-Scholes option pricing model. Non-employee stock-based compensation is accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable.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'soption’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 section 410-30.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, 20152023 or 2022. F-9 Fair value of financial instruments Our financial instruments consist of cash and 2014.cash equivalents, prepaid expenses, 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. F-7 Fair Value of Financial Assets and Liabilities 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. 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. With few exceptions, we are no longer subject to U.S. federal, state and local examinations by tax authorities for years before 2010.the tax year ended January 31, 2018 and prior. Net income (loss) per share Basic net income (loss) per share is computed by dividing net loss attributable to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share takes into consideration shares of common stock outstanding (computed under basic income or loss per share) and potentially dilutive shares of common stock that are not anti-dilutive. For the year ended January 31, 2015,2023, there were 357,905 shares issuable from convertible debt that were considered for their dilutive effects. For the years ended January 31, 2022, the following number of potentially dilutive shares included in the calculation ofhave been excluded from diluted net income (loss) since such inclusion would be anti-dilutive. A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share included 1,345,666 shares relatedcomputation is as follows: Schedule of Anti-dilutive Securities Excluded from Computation of Earning Per Shares     2023     2022       For the Years Ended       January 31,       2023     2022   Basic (loss) earnings per common share                 Numerator:                 Net income (loss) available to common shareholders   $ 565,595     $ (438,681 ) Denominator:                 Weighted average common shares outstanding     15,558,746       10,647,908                     Basic earnings (loss) per common share   $ 0.04     $ (0.04 ) Diluted earnings per common share                 Numerator:                 Net income (loss) available to common shareholders   $ 565,595     $ (438,681   Remove derivative loss     4,480       -   Remove convertible debt interest     229,698       -   Net income (loss) available to common shareholders   $ 799,773     $ (438,681 ) Denominator:                 Weighted average common shares outstanding     15,558,746       10,647,908   Convertible debt     357,905       -   Adjusted weighted average common shares outstanding     15,916,651       10,647,908                     Diluted earnings (loss) per common share   $ 0.04     $ (0.04 ) F-10 Reclassification Certain reclassifications have been made to warrantsour prior year’s financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. Newly Issued Accounting Pronouncements There were various accounting standards and 119,442,929 shares relatedinterpretations issued recently, none of which are expected to convertible promissory notes. Forhave a material impact on the year ended January 31, 2014, potentially dilutive instruments wereCompany’s financial position, operations or cash flows. Management has evaluated these new pronouncements through May 15, 2023. All other accounting standards updates that have been issued or proposed by the FASB that do not included inrequire adoption until a future date are not expected to have a material impact on the determination of diluted loss per share as their effect was anti-dilutive.consolidated financial statements upon adoption. Statement Presentation Certain amounts in the prior-year NOTE 3 – Going concern NOTE 2 – Going Concern These consolidated financial statements have been reclassified for comparative purposes to conformprepared in conformity with GAAP with the presentationon-going assumption that we will be able to realize our assets and discharge our liabilities in the current-yearnormal 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.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. Recently issued accounting standards During the fiscal year 2015, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to exploration stage. NOTE 3 – Going concern 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. F-8 NOTE 4– 4 – Mineral claims At January 31, 20152023, we held a 100%100% interest in 211 standard federal lode mining claims on the Colorado Plateau Province of Northern Arizona (the “North Pipes Claims”). At January 31, 2015 we held a 100% interest in 9593 standard federal lode mining claims located in the Tombstone region of Arizona. 29 federal lode mining claims are owned by JABA US Inc, an Arizona Corporation in which two of our directors are owners and 66 federal lode mining claims belong to Liberty Star Uranium & Metals Corp. At January 31, 20152023, we held 31 Arizona State Land Department Mineral Exploration Permits covering 2,36712,878.18 acres in the Tombstone region of Arizona. At January 31, 2015 we held an option to explore 26 standard federal lode mining claims located in the East Silver Bell region of northwest Tucson, Arizona. The mineral claims are owned by JABA US Inc., an Arizona Corporation in which two of our directors are owners. At January 31, 2015 we held a 100% interest in 9 Alaska State mining claims in the Iliamna region of Southwestern Alaska, located on the north side of the Cook Inlet, approximately 200 miles southwest of the city of Anchorage, Alaska (the “Big Chunk Claims”). The transaction for 199 claims transferred to Northern Dynasty in conjunction with our loan settlement agreement has now closed, and is no longer pending. 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, 2015.2023. NOTE 5 – Prepaid expenses At January 31, 2015, the company had prepaid approximately $70,000 relating to a private investor event scheduled for a future date. This amount is included in prepaid expenses as of January 31, 2015. NOTE 6 – Property and equipment The balances of our major classes of depreciable assets and useful lives are:       January 31, 2015     January 31, 2014     Geology Equipment (3 to 7 years) $  264,734   $  260,521     Vehicles and transportation equipment (5 years)   44,284     50,180     Office furniture and equipment (3 to 7 years)   81,061     75,404         390,079     386,105     Less: accumulated depreciation and amortization   (357,741 )   (336,313 )     $  32,338   $  49,792   Schedule of Property and Equipment     January 31, 2023     January 31, 2022   Geology equipment (3 to 7 years)   $ 89,420     $ 315,052   Vehicles and transportation equipment (5 years)     37,592       48,592   Office furniture and equipment (3 to 7 years)     2,140       71,584   Property and equipment, gross     129,152       435,228   Less: accumulated depreciation     (107,264 )     (407,506 ) Property and equipment, net   $ 21,888     $ 27,722   F-11 During the year ended January 31, 2023, the Company wrote off $265,403 of property and equipment and sold $40,673 of equipment. The Company recognized a gain of $5,000 on the sale of property. Depreciation expense was $27,324 and $32,827$5,834 for the years ended January 31, 20152023 and January 31, 2014, respectively.2022. NOTE 76 – Long-term debt and convertible promissory notes Note payable to Ford Credit is payable in monthly installments of $544 including interest at a fixed rate of 9.49% through maturity in February 2016. The principal balance at January 31, 2015 and 2014 is $6,710 and $12,304, respectively. The carrying amount of the vehicle that serves as collateral is $6,891and $14,410 at January 31, 2015 and 2014, respectively. The following is a summary of the principal maturities of long-term debt during the next five years: Minimum future debt payments               For the year ending January 31,                                    2016 $  6,149                                2017   561                                2018 and thereafter   -     $  6,710   Less: current maturities   6,149     $  561   F-9 Following is a summary of convertible promissory notes:     January 31,     January 31,       2015     2014   10% convertible note payable with Northern Dynasty Minerals Ltd (“Northern Dynasty”) issued July 15, 2010 $  -   $  3,730,174   12% convertible note payable issued August 2013, $51,279 due in June 2015 and $93,240 due in September 2015   144,519     247,500   Convertible note payable issued November 2013, due November 2015   147,500     250,000   12% convertible note payable issued August 2014, due August 2015   157,791     -   10% convertible note payable issued October 2014, due October 2015   108,136     -   10% convertible note payable issued December 2014, due December 2016   106,697     -       664,643     4,227,674   Less debt discount   (41,928 )   (34,584 ) Less current portion of convertible notes   (516,018 )   (4,193,090 ) Long-term convertible notes payable $  106,697   $  -   We issuedSummary of Convertible Promissory Notes     January 31, 2023     January 31, 2022                 8% convertible note payable issued October 2021, due October 2022   $ –     $ 69,300   8% convertible note payable issued November 2021, due November 2022     –       69,000   8% convertible note payable issued December 2021, due December 2022     –       63,000   8% convertible note payable issued February 2022, due February 2023     –       –   8% convertible note payable issued July 2022, due July 2023     30,138       –   8% convertible note payable issued October 2022, due October 2023     45,138       -   8% convertible note payable issued November 2022, due November 2023     51,108       –   Convertible note payable     126,384       201,300   Less debt discount     (33,760 )     (20,178 ) Less current portion of convertible notes     (92,624 )     (181,122 ) Long-term convertible notes payable   $ -     $ -   On October 28, 2020, we received net proceeds of $82,000 from the issuance of a 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 of 1933. On July 15, 2010 we issued a secured convertible promissory note bearingdated October 20, 2020 (the “October 2020 Note”). The note bears interest at 8%, includes OID of $8,500 and legal and due diligence fees of $3,000, matures on September 1, 2021, and is convertible after 180 days into shares of the Company’s common stock at a rateprice of 10% per annum compounded monthly (the “2010 Convertible Note”)75% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to Northern Dynasty Minerals Ltd (“Northern Dynasty”).conversion. During the year ended January 31, 20122022, the agreement with Northern Dynasty was amended to issue additional secured convertible promissory notes totaling $730,174 to reimburse Northern Dynasty for assessment work, rental fees, cash in lieunoteholder converted a total of assessment work and filing fees on the mineral claims that was paid in fiscal 2011 and fiscal 2012 because we could not come to an agreement on the earn-in option and joint venture agreement with Northern Dynasty. As part$96,900 of the transaction noted above, Northern Dynasty could earn a 60% interest in our Big Chunk project in Alaska (the “Joint Venture Claims”) by spending $10,000,000 on those properties over six years. The borrowings from Northern Dynasty could be applied as part of Northern Dynasty’s earn-in requirements. Northern Dynasty’s minimum annual expenditures under the earn-in would be the minimum level necessary to keep the Joint Venture Claims in good standing. Northern Dynasty could elect to abandon the earn-in at any time on 30 days’ notice, so long as sufficient annual labor was performed, or a cash payment in lieu of labor was made, in order to fulfill the annual labor requirementsnote for the Joint Venture Claims for a minimum of 12 months after termination132,353 shares of the earn-in. No such notice by Northern Dynasty was received. On November 14, 2012, we signedCompany’s common stock, leaving a loan settlement agreement with Northern Dynasty which would have discharged the $3,730,174 principal balance and $1,592,769 of accrued interest for the 2010 Convertible Note and would have terminated Northern Dynasty’s earn-in rights. In exchange for the settlement, we initiated the transfer of 199 Alaska mining claims to Northern Dynasty’s subsidiary, U5 Resources. However, MBGS, LLC filed liens against the claims before the transfer could be completed. In March 2014 Liberty Star and Big Chunk entered into a settlement agreement with MBGS, LLC, following a resolution conference conducted in Anchorage, Alaska whereby all Northern Dynasty claims recorded by MBGS, LLC were released. As a result of the settlement agreement with MBGS, LLC, the Company completed its loan settlement agreement with Northern Dynasty and discharged the principal balance and accrued interest for the 2010 Convertible Note and terminated Northern Dynasty’s earn-in-rights. A gain of $5,322,943 for the settlement of the Northern Dynasty debt and accrued interest was recorded in other income in April 2014. As$0 as of January 31, 2015,2022. On April 26, 2021, we had no principal or interest outstanding for the 2010 Convertible Note. In August 2013, we entered into a promissory note (the “August 2013 Note”) for a principal sumreceived net proceeds of $555,000 plus accrued and unpaid interest and any other fees. The consideration is up to $500,000, which would produce an original issue discount of $55,000 if all the consideration is received. The lender paid $150,000 upon closing pursuant to the terms of the August 2013 Note. The August 2013 Note has a maturity of one year$60,000 from the deliveryissuance of each payment.a convertible note dated April 23, 2021 (the “April 2021 Note”). The August 2013 Note may benote bears interest at 8%, includes legal and due diligence fees of $3,000, matures on April 23, 2022, and is convertible after 180 days into shares of the Company’s common stock of our company at any time from 180 days after the date of each payment of consideration, at a conversion price which is 70%of 75% of the average of the three lowest closing prices in the 20 trading days previous to the conversion. We may repay the August 2013 Note at any time on or before 90 days from the effective date5 weighted average market price of the August 2013 Note with an interest rate of 0%, after which we may not make any further payments on the August 2013 Note prior to the maturity date without written approval from the lender. If we elect not to repay the August 2013 Note on or before 90 days from the effective date of the August 2013 Note, a one-time interest charge of 12% will be applied to the principal sum. We elected not to pay the $150,000 portion of the August 2013 Note within 90 days from the effective date. After the $150,000 portion of the August 2013 Note became convertible, the note holder elected to convert the principal and interest totaling $186,480 into 17,937,915 shares of the company’sCompany’s common stock during the months10 trading days prior to conversion. During the year ended January 31, 2022, the noteholder converted a total of February through May of 2014. On December 9, 2013, we received additional consideration of $75,000 pursuant to the terms$65,520 of the August 2013 Note. We elected not to pay the $75,000 portion of the August 2013 Note within 90 days from the effective date. In June, July and August 2014, the note holder converted principal and interest totaling $93,240 into 9,983,507for 161,190 shares of the Company’s common stock. stock, leaving a balance of $0 as of January 31, 2022. On June 24, 2014May 11, 2021, we issued a convertible note in the aggregate principal amount of $53,000 (the “May 2021 Note”). The note bears interest at 8%, includes legal and September 3, 2014, we received additional considerationdue diligence fees of $75,000$3,000, matures on May 11, 2022, and $75,000, respectively, pursuant to the terms of the August 2013 Note. In December 2014 and January 2015, the note holder converted principal and interest totaling $41,961of the $75,000 of consideration received on June 24, 2014is convertible after 180 days into 5,900,000 shares of the Company’s common stock. Asstock at a price of January 31, 2015, we had $144,519 outstanding for the August 2013 Note. F-10 On November 18, 2013, we entered into a securities purchase agreement (the “November 2013 Note”), whereby we agreed to issue a convertible note to one lender in the principal amount of $250,000. The proceeds from the note were $225,000, which created an original issue discount of $25,000. The note was payable in full on November 18, 2014 and bears no interest except in an event of default. The lender may, at its option, after the 183rd day (after May 20, 2014) following the closing date, convert the principal amount or any portion of such principal amount of the note into shares of common stock of our company at the price equal to the lesser of (a) 100% of the volume weighted average price (VWAP), as reported on the closing date (November 18, 2013), and (b) 70%75% of the average of the lowest 5 day VWAP immediatelyweighted average market price of the Company’s common stock during the 10 trading days prior to conversion. During the dayyear ended January 31, 2022, the noteholder converted a total of conversion. On November 13, 2014, we entered into an Assignment of Promissory Note & Acknowledgment, whereby we consented to an assignment$55,120 of the note to another lender, pursuant to which $250,000 remains owing by the Company. The maturity date of the November 2013 Note was extended to November 18, 2015. From November 2014 through January 2015, the new noteholder converted principal of $102,500 into 11,792,944for 242,025 shares of the Company’s common stock.stock, leaving a balance of $0 as of January 31, 2022. On October 8, 2021, we issued a convertible promissory note in the aggregate principal amount of $69,300 (the “October 2021 Note”). The note bears interest at 8%, includes legal and due diligence fees of $3,000, with a 10% Original Issue Discount, matures on October 8, 2022, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to conversion. During the year ended January 31, 2023, the noteholder converted a total of $69,300 of the note for 242,690 shares of the Company’s common stock, leaving a balance of $0 as of January 31, 2023. F-12 On November 15, 2021, the Company entered into a convertible promissory note with Sixth Street Lending LLC. (“Sixth Street”) in the aggregate principal amount of $60,500 (the “November 2021 Note”). The note bears interest at 8%, with an Original Issue Discount of $8,500, matures on November 15, 2022, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to conversion. During the year ended January 31, 2023, the noteholder converted a total of $69,000 of the note for 261,437 shares of the Company’s common stock, leaving a balance of $0 as of January 31, 2023. On December 21, 2021, the Company entered into a convertible promissory note with Sixth Street in the aggregate principal amount of $55,000 (the “December 2021 Note”). The note bears interest at 8%, with an Original Issue Discount of $8,000, matures on December 21, 2022, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to conversion. During the year ended January 31, 2023, the noteholder converted a total of $63,000 of the note for 317,530 shares of the Company’s common stock, leaving a balance of $0 as of January 31, 2023. On February 7, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending (formerly known as Sixth Street Lending LLC) in the aggregate principal amount of $74,800 (the “February 2022 Note”). The note bears interest at 8%, with an Original Issue Discount of $9,800, matures on February 7, 2023, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the lowest 5 weighted average market prices of the Company’s common stock during the 10 trading days prior to conversion. During the year ended January 31, 2023, the noteholder converted a total of $74,800 of the note for 639,517 shares of the Company’s common stock, leaving a balance of $0 as of January 31, 2023. On April 25, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending (formerly known as Sixth Street Lending LLC) in the aggregate principal amount of $71,500 (the “April 2022 Note”). The note bears interest at 8%, with an Original Issue Discount of $9,500, matures on April 25, 2023, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the lowest 5 weighted average market prices of the Company’s common stock during the 10 trading days prior to conversion. During the year ended January 31, 2023, the noteholder converted a total of $71,500 of the note for 758,524 shares of the Company’s common stock, leaving a balance of $0 as of January 31, 2023. On July 14, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $45,138 (the “July 2022 Note”). The note bears interest at 8%, with an Original Issue Discount of $10,138, matures on July 14, 2023, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the lowest 5 weighted average market prices of the Company’s common stock during the 10 trading days prior to conversion. During the year ended January 31, 2023, the noteholder converted a total of $15,000 of the note for 205,198 shares of the Company’s common stock, leaving a balance of $30,138 as of January 31, 2023. On October 3, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $45,138 (the “October 2022 Note”). The note bears interest at 8%, with an Original Issue Discount of $10,138, matures on October 3, 2023, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the lowest 5 weighted average market prices of the Company’s common stock during the 10 trading days prior to conversion. On November 23, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $51,108 (the “November 2022 Note”). The note bears interest at 8%, with an Original Issue Discount of $11,219, matures on November 23, 2023, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the lowest 5 weighted average market prices of the Company’s common stock during the 10 trading days prior to conversion. F-13 Notes Payable – SBA On June 22, 2020, the Company received loan proceeds of $32,300 (net of $100 loan fee) under the SBA’s Economic Injury Disaster Loan program (“EIDL”). The EIDL loan, dated June 16, 2020, bears interest at 3.75%, has a 30-year term, is secured by substantially all assets of the Company, and is due in monthly installments of $158 beginning June 16, 2021 (extended to June 18, 2023). On February 16, 2021, the Company received loan proceeds of $32,497 under the Payroll Protection Program (“PPP”). The PPP loan bears interest at 1%, has a 5-year term, and is due in equal monthly installments beginning December 16, 2021 (extended to June 16, 2022). This loan was forgiven in full in March 2022. In March 2022, the Company’s SBA PPP loan was forgiven in full resulting in a gain on forgiveness of debt of $32,497 of principal and $354 of interest. The note principal balance of totaled $32,400, with accrued interest of $2,833 and is included in long-term debt as of January 31, 2023. Notes Payable In April 2022, the Company entered into a Premium Finance Agreement related to an insurance policy. The policy premiums total $33,400 for a one year policy period. The Company financed $24,750 of the policy over a nine month period. The monthly payments under the agreement are due in nine installments of $2,871, at an annual interest rate of 10.45%. As of January 31, 2015, we had $147,500 principal outstanding for2023, the November 2013 Note.note balance was $2,754. In August 2014, we received $150,000 pursuant to the terms of a convertible promissory note (the “August 2014 Note”) dated August 26, 2014. The Note bears interest at 12%, is due on August 26, 2015, and is convertible after 180 days at a 45% discount to the average of the daily VWAP prices for the previous 10 trading days before the date of conversion. As of January 31, 2015, we had $157,791 principal and interest outstanding for this Note. On October 14, 2014, we entered into a securities purchase agreement, whereby we agreed to issue a convertible note (the “October 2014 Note”) to one lender in the principal amount of $105,000. The Note is payable in full on October 14, 2015 and bears interest at the rate of 10% per annum. There is a $5,000 original issuance discount on the Note. The Note may be convertible into shares of common stock of our company at any time from 180 days after the execution date of the Note at a price per share of 40% discount to the average of the daily VWAP for the previous five trading days before the date of conversion. As of January 31, 2015, we had $108,136 principal and interest outstanding for this Note. On December 3, 2014, we entered into a note purchase agreement, whereby we agreed to issue a convertible note (the “December 2014 Note”) to lender in the principal amount of $210,000. There is a $10,000 original issuance discount on the Note. The initial purchase price was $105,000 of consideration of which $100,000 was received our company and $5,000 was retained through the original issue discount.. The Note bears interest at 10%, is due on December 3, 2016, and is convertible after six month at a 37.5% discount to the average of the daily VWAP prices for the previous 5 trading days before the date of conversion. As of January 31, 2015, we had $106,697 principal and interest outstanding for this Note. During the years ended January 31, 2015 and 2014, the Company recorded debt discounts of $382,173 and $0, respectively, due to the derivative liabilities, and original issue debt discounts of $28,750 and $47,500, respectively, due to the convertible notes. The Company recorded amortization of these discounts of $403,579 and $12,916 for the years ended January 31, 2015 and 2014, respectively. In November of 2013, the Company recorded $45,663 of deferred financing costs, of which $15,500 was paid in cash and $30,163 paid with common stock, related to the November 18, 2013 convertible note. The Company recorded amortization of these deferred financing costs of $38,052 and $7,611 for the years ended January 31, 2015 and 2014, respectively. F-11 NOTE 87 – Derivative Liabilities The embedded conversion feature in the convertible debt instruments that the Company issued in August 2013 and November 2013 (See Note 7)6), that became convertible during the yearyears ended January 31, 2015,2023 and 2022, 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.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. F-14 Key inputs and assumptions used to value the convertible notesnote when it became convertible and upon settlement, and warrants upon issuance or tainting, and alsowere as of January 31, 2015:follows: The stock projections are based on the historical volatilities for each date. These ranged in the 112-124% range. The stock price projection was modeled such that it follows a geometric Brownian motion with constant drift and a constant volatility, starting with the market stock price at each valuation date; An event of default would not occur during the remaining term of the note; Conversion of the notes to stock would be completed monthly after any holding period and would be limited based on: 25% of the last 6 months average trading volume and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month. The effective discount was determined based on the historical trading history of the Company based on the specific pricing mechanism in each note; The Company would not have funds available to redeem the notes during the remaining term of the convertible notes; Discount rates were based on risk free rates in effect based on the remaining term and date of each valuation and instrument. The holder would exercise the warrant at maturity if the stock price was above the exercise price; The Holder would exercise the warrant after any holding period prior to maturity at target prices starting at 2 times the exercise price for the Warrants or higher subject to monthly limits of: 25% of the last 6 months average trading volume increasing by 1% per month and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month. For the warrants with reset features, the Company assumed it would issue equity linked instruments in the quarters ended 1/31/15 through 7/31/15 at 70% of market. ● The stock projections are based on the historical volatilities for each date. These volatilities were in the 80.8% to 164.0% range. The stock price projection was modeled such that it follows a geometric Brownian motion with constant drift and a constant volatility, starting with the market stock price at each valuation date; ● An event of default would not occur during the remaining term of the note; ● Conversion of the notes to stock would be completed monthly after any holding period and would be limited based on: 5% of the last 6 months average trading volume and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month. ● The effective discount was determined based on the historical trading history of the Company based on the specific pricing mechanism in each note; ● The Company would not have funds available to redeem the notes during the remaining term of the convertible notes; ● Discount rates were based on risk free rates in effect based on the remaining term and date of each valuation and instrument. ● The Holder would exercise the warrant at maturity if the stock price was above the exercise price; ● The Holder would exercise the warrant after any holding period prior to maturity at target prices starting at 2 times the exercise price for the Warrants or higher subject to monthly limits of: 5% of the last 6 months average trading volume increasing by 1% per month and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month. Using the results from the model, the Company recorded a derivative liability during the year ended January 31, 2023 of $520,552 for the fair value of the tainted warrants previously classified in equity, a derivative liability of $6,440$734,294 for newly granted and existing warrants (see note 11)Note 10) that were tainted and a derivative liability of $382,173$172,393 for the fair value of the convertible feature included in the Company’s convertible debt instruments. The derivative liability recorded for the convertible feature created a “day 1” derivative loss of $0 and a debt discount of $382,173 which is being$192,482 that was amortized over the remaining term of the note using the effective interest rate method, and is classified as convertible debt on the balance sheet.method. Interest expense related to the amortization of this debt discount for the year ended January 31, 2015,2023, was $172,968. Additionally, $182,348 of debt discount was charged to interest expense as a result of the conversion of a portion of the underlying debt instrument (See Note 7)$229,698. The remaining unamortized debt discount related to the derivative liability was $26,859$13,439 as of January 31, 2015.2023. During the year ended January 31, 2023, the Company recorded a reclassification from derivative liabilities to equity of $734,294 for warrants becoming untainted and $144,464 due to the conversions of a portion of the Company’s convertible notes. The Company also recorded the change in the fair value of the derivative liabilities as a gain of $609,622 to reflect the value of the derivative liabilities for warrants and convertible notes as of January 31, 2023. Using the results from the model, the Company recorded a derivative liability during the year ended January 31, 2022 of $734,070 for newly granted and existing warrants that were tainted and a derivative liability of $78,165 for the fair value of the convertible feature included in the Company’s convertible debt instruments. The derivative liability recorded for the convertible feature created a “day 1” derivative loss of $0 and a debt discount of $78,165 that was amortized over the remaining term of the note using the effective interest rate method. Interest expense related to the amortization of this debt discount for the year ended January 31, 2022 was $78,165. The remaining unamortized debt discount related to the derivative liability was $0 as the notes were fully converted by January 31, 2022. During the year ended January 31, 2022, the Company recorded a reclassification from derivative liability to equity of $734,070 for warrants becoming untainted and $585,957 due to the conversions of a portion of the Company’s convertible notes. F-15 The Company also recorded the change in the fair value of the derivative liability as a gain of $482,697$609,622 and $226,278, respectively, to reflect the value of the derivative liability for warrants and convertible notes as $216,705of January 31, 2023 and 2022, respectively. The Company did not have a derivative liability as of January 31, 2015. The Company also recorded a reclassification from derivative liability to equity of $256,748 for the conversions of a portion2022 since none of the Company’soutstanding notes remained convertible notes. At January 31, 2014, we estimatedat the fair valueend of the derivative liability related toperiods and consequently the warrants using level 3 inputs and the Black-Scholes valuation model. We used historical volatility as a method to estimate expected volatility. At January 31, 2014 we had 2,500,000 whole share purchase warrants outstanding that contain a full ratchet down anti-dilution provision which is triggered if we enter into any lower priced issuance than $0.0264 per common share. As a result of these provisions, these warrants were not considered indexed to our common stock and were classified as liabilities under ASC 815. We used the following assumptions to estimate the fair value of the derivative liability related to the warrants at January 31, 2014:no longer tainted. F-12   Expected Expected dividend Expected Risk-free interest Description volatility yield term rate Derivative liability at January 31, 2014 209.37% 0% 2.5 0.69% The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liability:       Year Ended January 31,         2015     2014   Beginning balance   $  46,985   $  15,112   Total (gains) losses     (482,697 )   31,873   Settlements     (256,748 )   -   Additions     909,165     -   Ending balance   $  216,705   $  46,985                   Change in unrealized (gains) losses included in earnings relating to derivatives still held as of January 31, 2015 and 2014   $  (482,697 ) $  31,873   F-13Schedule of Changes in Fair Value of Derivative Liabilities     Year Ended January 31,       2023     2022   Beginning balance   $ -     $ -   Total gains     (609,622 )     (226,278 ) Settlements     (144,764 )     (585,957 ) Additions recognized as debt discount     192,485       78,165   Additions due to tainted warrants     734,294       734,070   Ending balance   $ 172,393     $ -                     Change in unrealized gains included in earnings relating to derivatives   $ (609,622 )   $ (226,278 ) NOTE 8 – Common stock NOTE 9 – Stockholders’ equity (deficit) Common stockStock 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. Class A Common Stock has super majority voting rights with the holder of each outstanding share of Class A Common Stock being entitled to 200 votes per share on all such matters, including, but not limited to, election of the Board of Directors. 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 25,000,000 shares to 75,000,000 shares consisting of 74,500,000 shares of $0.00001 par value Common Stock and 500,000 shares of $0.00001 par value Class A Common Stock. F-16 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 $362,600 in principal and $12,040 of interest on convertible notes payable at exercise prices ranging from $0.018 to $0.3207. On JanuaryMay 19, 2012, we2022, 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. The warrants have a relative fair value of $1,372. Each warrant allows the holder to purchase one share of our common stock at a price of $0.376 per share at any time on or before May 16, 2025. On July 1, 2022, the Company entered into a financingstock compensation and subscription agreement with Fairhills Capital Offshore Ltd., whereby Fairhills CapitalDutchess Group LLC. Per the agreement, Dutchess Group will provide for a non-brokered financing arrangement of up to $10,000,000. The financing allows but does not require us to issue and sell upservices to the numberCompany 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 having an aggregate purchase pricevalued at $160,000. Common Stock Issued During the Year Ended January 31, 2022 During the year ended January 31, 2022, the Company issued a total of $10,000,000 to Fairhills Capital. Subject to the terms and conditions535,568 shares of the financing agreement and a registration rights agreement, we may, in our sole discretion, deliver a notice to Fairhills Capital which states the dollar amount which we intend to sell to Fairhills Capital on a certain date. The amount that we shall be entitled to sell to Fairhills Capital shall be equal to two hundred percent (200%) of the average daily volume (U.S. market only) of the common stock for conversions of $217,540 of convertible notes payable and accrued interest at exercise prices ranging from $0.202 to $0.797. On March 5, 2021, the ten (10) trading days prior to the applicable notice date. OurCompany issued 6,000 shares of its common stock will be valued at a 27.5% discount from the weighted average trading price of our stockto an accredited investor for the five (5) trading days before Fairhills Capital receives our noticeexercise of sale. The shares that we sell to Fairhills Capital must be registered stock, among other conditionswarrants for proceeds of investment.$2,100, or $0.35 per common share. In connection with On March 26, 2021, the Investment Agreement, we also entered into a registration rights agreement with Fairhills. Pursuant to this registration rights agreement, we registered with the Securities and Exchange Commission 185,000,000Company issued 17,006 shares of theits common stock underlying the Investment Agreement. On November 13, 2012, we filed a 424B prospectus with the Securities Exchange Commission, acknowledging the assignment of all the rights under our investment agreement with Fairhills Capital Offshore Ltd. (Fairhills) to Deer Valley Management, LLC (Deer Valley). The Investment Agreement and other associated agreements were assigned by Fairhills to Deer Valley on November 6, 2012, and Liberty Star consented to the assignment. Fairhills and Deer Valley share the same ownership and management and there has not been any substantial change8,503 warrants to our arrangement under the Investment Agreement as a result of the Assignment. In February, March and April, 2013, we issued 22,874,405 sharesCEO for gross proceeds of $200,000 related$20,000, for $1.176 per unit. The warrants have a three-year term and are exercisable at any time at an exercise price of $1.646. In March 2021, the Company issued 49,412 shares of its common stock and 24,706 warrants to our CEO for gross proceeds of $55,000 for $1.113 per unit. The warrants have a three-year term and are exercisable at any time at an exercise price of $1.558. On April 2, 2021, the investment agreement with Deer Valley Management, LLC. In February, 2013, we sold 3,448,276 unitsCompany issued 9,818 shares of its common stock and 4,909 warrants to onean accredited investor for gross proceeds of $40,000. Each unit consisted$10,000, or $1.019 per unit. The warrants have a three-year term and are exercisable at any time at an exercise price of one$1.426. On April 30, 2021, the Company received proceeds of $20,000 from an investor for the purchase of 19,268 shares of its common share of our companystock and one non-transferable share purchase warrant. Each share purchase warrant entitles the investor to purchase one additional common share of our company9,634 warrants, at a price of $0.0162 until February 7, 2016. In February, 2013, we issued 1,526,718 units to one vendor in exchange for the settlement of accounts payable of $20,000. Each unit consisted of one common share of our company$1.038 per unit. The warrants have a three-year term and one non-transferable share purchase warrant. Each share purchase warrant entitles the investor to purchase one additional common share of our companyare exercisable at aany time at an exercise price of $0.0183 until February 15, 2016. The fair value$1.453. In October 2021, the Company issued 60,887 shares of the warrants issue was $22,141. In April, 2013, one investor exercised 3,033,618 of the May 2007 common stock purchase warrants using the cashless exercise provision. We issued 2,500,000 shares ofits common stock and cancelled 533,618 common stock purchase30,444 warrants pursuant to the cashless exercise provision. No cash proceeds were received. In May, June and July, 2013, we issued 31,270,958 sharesa director for gross proceeds of $255,000 related$35,000, for $0.575 per unit. The warrants have a three-year term and are exercisable at any time at an exercise price of $0.805. In October 2021, the Company issued 25,986 shares of its common stock and 12,993 warrants to the investment agreement with Deer Valley Management, LLC. As of July 31, 2013, we had not yet received payment for one transaction valued at $25,000. As of October 31, 2013, we received the final payment for this transaction, plus $5,000 from Deer Valley Management, LLC for the inconvenience of paying late. In August 2013, we decided to terminate the investment agreement with Deer Valley Management, LLC due to their violation of the payment terms pursuant to the investment agreement. As of the time of the termination of the investment agreement, we had issued a total of 113,815,732 and had received gross proceeds of $1,635,000. No further shares issuances to Deer Valley Management, LLC are expected to occur. F-14 In May, June and July, 2013, we sold 18,001,166 units to six investorsdirector for gross proceeds of $182,043. Each unit consisted$15,000, for $0.577 per unit. The warrants have a three-year term and are exercisable at any time at an exercise price of one common share of our company and one non-transferable share purchase warrant. The share purchase warrants entitle$0.808. F-17 Purchase Agreement with Triton Funds LP On August 20, 2021, the investors to purchase one additional common share of our company at prices ranging between of $0.0116 and $0.0173 until July 30, 2016. In June 2013, one investor exercised 4,263,989 of the May 2007Company executed a $1,000,000 common stock purchase warrants usingagreement (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 the cashlessCommon Stock Purchase Agreement, the Company has a “put” right pursuant to which it may require Triton to purchase a total of up to $1,000,000 of its common stock. The Company may exercise provision. We issued 3,587,165 sharesits put at any time after the Registration Statement to be filed with the U.S. Securities and Exchange Commission is declared effective and prior to December 31, 2022. It may require Triton to purchase not less than $25,000 or more than $250,000 per month of its common stock and cancelled 678,824at a purchase price equal to 75% of the lowest daily volume-weighted average price of the Company’s common stock purchase warrants pursuantduring the 5 business days immediately prior to the cashless exercise provision. No cash proceeds were received. In August 2013,date of closing of each separate purchase installment. Under the company entered into an agreement with an investor relations firmCommon Stock Purchase Warrant, Triton has the right for a period of 5 years to issue 5,023,256 common shares in exchange for investor relations services, with 50% (2,511,628) issued in October 2013 at a fair value of $54,000, and the remaining 2,511,628 shareselect to be held by the Company until the Company chose to continue with additional services. These additional services were accepted by the Company during the year ended January 31, 2015, and the 2,511,628 common shares held by the Company were released and classified as issued and outstanding effective July 31, 2014, with an expense of $54,000 recorded for their fair value. In August 2013, we issued 423,135 sharespurchase up to an individual in exchange for services valued at $7,938. Additionally, warrants with a fair valueadditional $1,000,000 of $7,682 were also issued to this individual. The warrants entitle the investor to purchase 423,135 shares of the Company’s common stock and have an exercise price of $0.0263. The warrants have a term of three years and expire August 2, 2016. In September 2013, we sold 2,157,497 units to one investor for gross proceeds of $50,000. Each unit consisted of one common share of our company and one non-transferable share purchase warrant. Each share purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.0324 until September 5, 2016. On October 30, 2013, the Company entered into an investment agreement with KVM Capital Partners LLC, a New York limited liability company (“KVM”). Pursuant to the agreement, KVM has agreed to purchase up to $8,000,000 of our common stock over a period of up to thirty-six (36) months. The purchase price per share to be paid by KVM shall be calculated at a twenty percent (20%) discount to the lowest volume weighted average price of the common stock as reported by Bloomberg, L.P. during the five (5) consecutive trading days immediately prior to the receipt by KVM of the put notice. We initially reserved 244,500,000 shares of our common stock for issuance under the KVM Investment Agreement. In connection with the KVM Investment Agreement, we also entered into a registration rights agreement with KVM, pursuant to which we are obligated to file a registration statement with the SEC covering 244,500,000 shares of our common stock underlying the KVM Investment Agreement within 21 days after the closing of the transaction. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC and maintain the effectiveness of such registration statement until termination of the KVM Investment Agreement. On November 6, 2013, we filed form S-1 related to the KVM investment agreement. Between February 2014 and July 2014, pursuant to the KVM investment agreement, KVM purchased 34,214,226 shares for $456,924, of which $55,673 is still owed to the Company and is reflected as a stock subscription receivable as of January 31, 2015. On November 14, 2014, we filed a Post-Effective Amendment to deregister the remaining unsold securities, which became effective on December 2, 2014. In January 2014, we issued 1,225,000 shares tobased upon an individual in exchange for services valued at $30,163. The company recorded the value as deferred financing cost. In March 2014, the Company issued 1,000,000 units of common stock to a designee of MBGS, LLC, pursuant to a settlement agreement with Northern Dynasty which discharged the $3,730,174 principal balance and $1,592,769 of accrued interest for the 2010 Convertible Note (See Note 7). Each unit consists of one shareassumed $20,000,000 market capitalization of the Company’s common stock and a warrantoutstanding shares from time to purchase one-half share of the Company’s common stock. The fair value of the common stock issued was $17,500, which was recorded as an expense upon issuance of the units. The 500,000 warrants, which have an exercise price of $0.028 and have a three year term with a fair value of $6,440. The fair value was expensed and a derivative liability was recorded for the fair value of the warrant on the date of issuance of the units. The change in the fair value of the derivative liability between the date of issuance and the year ended January 31, 2015 was recorded in other income and expense.time. On December 15, 2014, we entered into an investment agreement with Tangiers Investment Group, LLC (“TIG”), whereby TIG has agreed to invest up to $8,000,000 to purchase shares of our common stock. Subject to the terms and conditions of the agreement and a registration rights agreement, we may, in our sole discretion, deliver a notice to TIG which states the dollar amount which we intend to sell to TIG on a certain date. The amount that we shall be entitled to sell to TIG shall be equal to one hundred and fifty percent (150%) of the average daily volume of the common stock for the ten trading days prior to the applicable notice date so long as such amount does not exceed an accumulative amount per month of $100,000 unless a prior approval of TIG is obtained by our company from TIG. The minimum amount shall be equal to $5,000. In connection with the agreement, we also entered into a registration rights agreement dated December 15, 2014, whereby we agreed to file a Registration Statement on Form S-1 with the Securities and Exchange Commission within thirty (30) days of the date of the registration rights agreement and to have the Registration Statementwas declared effective by the Securities and Exchange Commission within ninety (90) days after we have filed the Registration Statement. We filed the Form S-1 with the Securities and Exchange Commission on January 16, 2015. F-15 During the year ended January 31, 2015, $321,680 of the August 2013 Note was converted into 33,821,422 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from $0.006 to $0.012. From November 2014 through January 2015, the holder of the November 2013 Note converted principal of $102,500 into 11,792,944 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from $0.006 to $0.011. During the year ended January 31, 2015,September 13, 2021. On September 14, 2021, the Company issued 6,424,979 units to three investors fora total proceeds of $73,000. Each unit consists490,196 shares of one share of the Company’sits common stock under the Purchase Agreement at an aggregate price of $132,374 received in November 2021, or approximately $0.27 per share (adjusted from original estimate of $0.51 per share due to change in market price at closing). On July 7, 2022, the Company issued 1,109,804 shares of its common stock under the Purchase Agreement and recorded a warrant to purchase one sharesubscription receivable of the Company’s common stock.$187,030, or $0.1685 per share. The warrants have exercise prices ranging from $0.015 to $0.021 and have a three year term.subscription receivable was collected in full on August 3, 2022. At On January 31, 2015 there were 863,500 non-qualified2023, the Company issued 320,000 shares of its common stock options outstanding withunder the Purchase Agreement and recorded a weighted average exercise pricesubscription receivable of $0.316$16,368, or $0.0512 per option; of those options 863,500 are exercisable. At January 31, 2015 there were 85,421,374 incentive stock options outstanding with a weighted average exercise price of $0.042 per option; of those options 84,010,886 are exercisable with a weighted average exercise price of $0.042.share. The subscription receivable was collected in full on February 22, 2023. During the year ended January 31, 2015 we recognized $11,232 of compensation expense related to incentive and non-qualified stock options previously granted to officers, employees and consultants. NOTE 109 – Share-based compensation NOTE 5 – Stock Options The 2010 Stock Option Plan was approved and adopted by the Board of Directors on August 10, 2010. The plan allows for up to 95,500,000191,000 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 2,500,0005,000 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 962,5001,925 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. The options granted have a term not to exceed ten years from the date of grant or five years for options granted to more than 10% stockholders. The option price set by the Plan Administration shall not be less than the fair market value per share of the common stock on the grant date or 110% of the fair market value per share of the common stock on the grant date for options granted to greater than 10% stockholders. Options remaining available for grant under the 2010 Stock Option Plan at January 31, 2015 and 2014 are 12,500,000 and 12,500,000. Options remaining available for grant under the 2007 Stock Option Plan at January 31, 2015 and 2014 are 50,000 and 50,000, respectively. Options remaining available for grant under the 2004 Stock Option Plan at January 31, 2015and 2014 are 127,626 and 32,876, respectively. F-16 In September 2013, there were 7,423,624 stock options granted at an exercise price of $0.0257 per share, exercisable until September 5, 2023 with a fair value net of forfeitures, at grant date of $210,300. The options granted were 100% vested for directors and shall vest in 25% immediately and 25% over four years increments on a yearly basis over the next four years for employees. In order to calculate the fair value of stock options at the date of grant, we use the Black-Scholes option pricing model. The volatility used was based on our historical volatility. The expected term was determined based on the simplified method outlined in Staff Accounting Bulletin No. 110. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Remaining stock option expense to be recognized in future periods related to the award is $29,455. 2010. The following tables summarize the Company’s stock option activity during the years ended January 31, 20152023 and 2014. Incentive stock options to employees and directors outstanding at January 31, 2015 are as follows:2022:                 Weighted                   Weighted     average           Number of       average     remaining life     Aggregate     options       exercise price     (years)     intrinsic value   Outstanding, January 31, 2013 90,635,375     $  0.047         $  -                             Granted 7,423,624       0.026               Cancelled (12,582,875 )     0.041               Exercised -       -               Outstanding, January 31, 2014 85,476,124     $  0.047         $  -                             Granted -       -               Cancelled (54,750 )     6.710               Exercised -       -               Outstanding, January 31, 2015 85,421,374     $  0.042     1.27   $  -                             Exercisable, January 31, 2015 84,010,886     $  0.042     1.14   $  -   The options cancelled during the year ended January 31, 2015 were a result Schedule of the options expiring. The options cancelled during the year ended January 31, 2014 were a result of employee terminations. Stock Options Activity     Number of options     Weighted average exercise price     Weighted average remaining life (years)     Aggregate intrinsic value   Outstanding, January 31, 2021     146,000     $ 3.019       7.61     $ -                                              Granted     -       -                   Cancelled and/or forfeited     (750 )     13.500                   Exercised     -       -                   Outstanding, January 31, 2022     145,250     $ 2.965       6.65     $ -                                     Granted     987,760       2.18                   Cancelled and/or forfeited     (145,250 )     2.97                   Exercised     (674,000 )     0.15                   Outstanding, January 31, 2023     313,760     $ 6.53       13.69     $ -                                     Exercisable, January 31, 2023     313,760     $ 6.53       13.69     $ -   F-18 The aggregate intrinsic value is calculated based on the stock price of $0.0086$0.119 and $0.0195$0.385 per share as of January 31, 20152023 and 2014,2022, respectively. We estimate During the fair valueyears ended January 31, 2023 and 2022, we recognized $100,482 and $0 of option awards on the grant date using the Black-Scholes valuation model. The Company uses historical volatility, disregarding identifiable periods of time in which share price was extraordinarily volatile duecompensation expense related to certain events that are not expectedincentive and non-qualified stock options previously granted to recur during the expected term, as its method to estimate expected volatility. The Company used the following assumptions to estimate the fair value of stock option grants toofficers, employees and non-employees:consultants.     Expected         Expected dividend   Risk-free interest   Grant date volatility yield Expected term rate Forfeiture rate January 10, 2012 128% 0% 10 years 2% 10% December 13, 2012 174% 0% 3 years 0.34% 0% January 1, 2013 173% 0% 3 years 0.36% 0% January 1, 2013 171% 0% 3 years 0.41% 0% September 5, 2013 221% 0% 6.25 years 2.15% 20% F-17 Share-based compensation expense is reported in our statement of operations as follows:     January 31, 2015     January 31, 2014   Geological and geophysical costs $  4,728   $  2,610   Salaries and benefits   4,728     236,509   Investor relations   1,776     1,503   General and administrative   -     -     $  11,232   $  240,622   At January 31, 20152022, there is $29,455was $0 of unrecognized share-based compensation for all share-based awards outstanding with a weighted average remaining period for amortizationoutstanding. On April 22, 2022, the Company reached terms of 2.8 years. Non-qualifiedsettlement of the litigation Case No. C20194139, involving our former CEO, James Briscoe (see Note 13). As part of the terms of settlement, the Company will reinstate Mr. Briscoe’s stock options to non-employee consultants and vendors outstanding as of January 31, 2015 are as follows:                 Weighted                   Weighted     average           Number of       average     remaining life     Aggregate     options       exercise price     (years)     intrinsic value   Outstanding, January 31, 2013 903,500     $  0.376         $  -   Granted -       -               Expired -       -               Outstanding, January 31, 2014 903,500     $  0.376         $  -   Granted -       -               Expired (40,000 )      1.678               Outstanding, January 31, 2015 863,500     $  0.316     1.67   $  -                             Exercisable, January 31, 2015 863,500     $  0.316     1.67   $  -   The aggregate intrinsic value is calculated basedthat expired following his resignation from the Board. This reinstatement will be on the same terms as originally issued, as evidenced in the August 10, 2010, Stock Option Agreement and October 11, 2016, Stock Option Agreement, each as adjusted for the February 25, 2021, reverse stock split, and pursuant to the Company’s 2010 Stock Option Plan, except for the option exercise window, which will be expanded to 30 years. A total of 118,760 stock options were reinstated for Mr. Briscoe, which is comprised of 105,000 options with an exercise price of $.0086$19.00 and $0.019513,760 options with an exercise price of $1.50. The total fair value of these option grants at issuance was $44,706. On June 21, 2022, the Company entered into an agreement with an advisor to advise its executive management on strategic partnerships, investments, and other undertakings of material value to the Company. As compensation, the Company will grant the advisor monthly stock options of 20,000 for a term of three months. The options have a strike price equal to the closing price per share foron the yearsday the options are issued and expire in one year. During the year ended January 31, 2015 and 2014, respectively.2023, the Company granted 120,000 options to consultants. The exercise price of the options ranges from $0.1069 to $0.30. The total fair value of these option grants at issuance was $11,317. During the year ended January 31, 2023, the Company recognized $9,036 of expenses related to these options. At January 31, 2023, the Company had $2,281 of unrecognized expenses related to outstanding options. NOTE 1110 – Warrants As of January 31, 2015,2023, there were 59,566,708 whole share purchase2,256,070 warrants outstanding and1,748,538 warrants exercisable. The warrants have a weighted average remaining life of 1.12.47 years and a weighted average exercise price of $0.024$0.82 per whole warrant for one common share. Whole share purchase warrantsWarrants outstanding at January 31, 20152023 and 20142022 are as follows:     Number of     Weighted average       whole share     exercise       purchase warrants     price per share   Outstanding, January 31, 2013   94,059,629   $  0.055   Issued   25,556,792     0.016   Expired   (46,579,478 )   0.071   Exercised   (14,595,214 )   0.051                 Outstanding, January 31, 2014   58,441,729   $  0.026   Issued   6,924,979     0.017   Expired   (5,800,000 )   0.037   Exercised   -     -   Outstanding, January 31, 2015   59,566,708   $  0.024                 Exercisable, January 31, 2015   59,566,708   $  0.024   Schedule of Stock Warrants Outstanding     Number of warrants     Weighted average exercise price per share                 Outstanding, January 31, 2021     400,166       2.155   Issued     1,770,051       0.522   Expired     -       -   Exercised     (6,000 )     2.100   Outstanding, January 31, 2022     2,164,217       1.177   Issued     91,853       0.20   Expired     -       -   Exercised     -       -   Outstanding, January 31, 2023     2,256,070       1.08                     Exercisable, January 31, 2023     1,748,538       0.82   F-19 The weighted average intrinsic value for warrants outstanding was $0$0 and $109,275$10,012 as of January 31, 20152023 and 2014,2022, respectively. F-18 During the year ended January 31, 2023, the Company issued 6,649 warrants to investors as part of their purchase of common stock. The warrants have a three-year term and are exercisable at any time at exercise prices of $0.53. During the year ended January 31, 2022, the Company issued 98,552 warrants to investors as part of their purchase of common stock. The warrants have a three-year term and are exercisable at any time at exercise prices ranging from $0.805 to $1.646. Additionally, on August 20, 2021, the Company issued 507,532five-year warrants to purchase up to $1,000,000 of common stock under a Common Stock Purchase Warrant with Triton Funds LP (see Note 8). Extension of Expiration Date Effective June 17, 2021, the Company extended all warrants issued by the Company which expired or will expire during the year 2021. These warrants are extended for an additional three years. All other terms of the warrants remain unchanged, including application of the reverse split effective on February 25, 2021. As of May 18, 2022, the Company extended all warrants issued by the Company which expired or will expire during the year 2022. These warrants are extended for an additional three years. All other terms of the warrants remain unchanged, fully considering the reverse split effective on February 25, 2021, which applied equivalently to price and number of shares for all warrants. NOTE 1211 – Income taxes As of January 31, our deferred tax asset is as follows:       January 31, 2015     January 31, 2014     Deferred Tax Assets $  8,853,000   $  10,243,000     Less Valuation Allowance   (8,853,000 )   (10,243,000 )     $  -   $  -   Schedule of Deferred Tax Asset     January 31, 2023     January 31, 2022   Deferred Tax Assets   $ 6,712,000     $ 6,872,000   Less Valuation Allowance     (6,712,000 )     (6,872,000 ) 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 in the valuation allowance of $1,390,000$160,000 during the year ended January 31, 20152023, primarily represents the utilization ofincrease in net operating loss carry-forwards during the period to offset taxable income for the year. The change inagainst the valuation allowance of $730,000 in the year ended January 31, 2014 primarily represents the benefit of the change in net operating loss carry-forwards during the period.allowance. As of January 31, 2015,2023, our estimated net operating loss carry-forward is approximately $26,000,000$32 million and will expire expires beginning in 20252026 through 2034.2038, with no expiration date for our 2019 through 2023 net operating losses under the Tax Cuts and Jobs Act. Deferred tax assets were calculated using the Company’s effective tax rate, which it estimated to be 21%. The effective rate is reduced to 0% for 2023 and 2022 due to the full valuation allowance on its net deferred tax assets. 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 on 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. Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three yearthree-year period. Such limitation of the net operating losses may have occurred but we have not analyzed it at this time as the deferred tax asset is fully reserved. We have federal and state net operating loss carry-forwards that are available to offset future taxable income. F-20 NOTE 1312 – Related party transactions We entered into the following transactions with related partiesNOTE 4 – Related Party 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 yearyears ended January 31, 2015:2023 and 2022. Paid or accrued $6,263 in rent. We rented an office from Jim Briscoe, our Chairman Accrued Wages and Vacation As of the Board, CEO and CFO, and President on a month-to-month basis for $522 per month. At January 31, 20152023, and 2022, we had a balance of accrued unpaid wages and vacation of $389,367$66,205 and $65,807 to Jim Briscoe, our Chairman of the Board, CEO andPatricia Madaris, VP Finance & CFO, and President.respectively. At Note payable On January 31, 2015, we had2023, the Company entered into a balance of accrued unpaid wages of $15,625 to Larry Liang, our former President.promissory note with Brett Gross for $50,000 and received cash proceeds. The note bears interest at 10% and matures on January 31, 2024. We have an option to explore 26 standard federal lode mining claims at the East Silver Bell project and 29 standard federal lode mining claims at the Walnut Creek project from JABA US Inc., an Arizona Corporation in which two of our directors are owners. We are required to pay annual rentals to maintain the claims in good standing. Advances During the year ended January 31, 2015 we2023, CEO, Brett Gross advanced the Company $12,500 in cash and paid $8,525 in rental fees to maintain$4,446 of expenses on the mineral claims in good standing. The original option agreementCompany’s behalf and was for the period from April 11, 2008 through January 1, 2011 and has been extended through June 1, 2013 and now to June 1, 2015. This may additionally be extended in five year periods or increments in the future by any JABA director. We entered into the following transactions with related partiesrepaid $16,946. Additionally, during the year ended January 31, 2014: Paid or accrued $6,263 in rent. We rented an office from Jim Briscoe, our Chairman2023, board members advanced $7,050 to the Company and the Company repaid $2,050 of advances and issued shares to settle the Board, CEOremaining $5,000 of related party advances. The advances are unsecured, non-interest bearing and CFO, and Presidentpayable on a month-to-month basis for $522 per month. Atdemand. As of January 31, 2014 we had a balance of accrued unpaid wages of $325,367 to Jim Briscoe, our Chairman of the Board, CEO2023 and CFO2022, there were $5,000 and President.$0 outstanding advances from related parties, respectively. At January 31, 2014, we had a balance of accrued unpaid wages of $15,625 to Larry Liang, our former President. We recognized compensation expense of $67,500 for stock options granted to an officer. We have an option to explore 26 standard federal lode mining claims at the East Silver Bell project and 33 standard federal lode mining claims at the Walnut Creek project from JABA US Inc., an Arizona Corporation in which two of our directors are owners. We are required to pay annual rentals to maintain the claims in good standing. During the year ended January 31, 2014 we2023, the Chairman of the Board, Pete O’Heeron advanced the Company $5,000 and paid $8,260$13,650 of expense on the Company behalf. The Company settled a $5,000 advance and $13,650 of expenses paid on the Company’s behalf from a related party for the issuance of 85,204 units at a price range of $0.103 to $0.187 per unit. Each unit consists of 1 share of our common stock and 0.50 warrants. The warrants have a fair value of $9,167 and each warrant allows the holder to purchase one share of our common stock at a price range of $0.144 to $0.262 per share. The warrants expire three years from the date of issuance. On January 30, 2023, the Company issued 23,812 units to the Chairman of the Board for $3,000 in rental feescash proceeds. Each unit consists of 1 share of our common stock and 0.50 warrants. Each warrant allows the holder to maintainpurchase one share of our common stock at a price of $0.176 per share. The warrants expire three years from the mineral claimsdate of issuance. Other On September 26, 2022, the Company granted 75,000 options to a board member. The options expire ten years following issuance and have an exercise price of $0.15. The options vested monthly over a one-year service period and have a total fair value of $6,302. On September 29, 2022, the Company granted 674,000 options to employees. The options expire ten years following issuance and have an exercise price of $0.15. The options vested upon issuance and have a total fair value of $104,226. On the same day, the Company issued note agreements to the employees totaling $101,100 and the employees exercised the 674,000 options. The notes bear interest of 3.15% per annum, are due on September 30, 2027 and were recorded as a subscription receivable. As of January 31, 2023, the subscription receivable was $101,100, with interest of $708. Effective January 5, 2022, the Company entered into Debt Conversion Agreements with Brett Gross, President & CEO, and Peter O’Heeron, Chairman of the Board, pursuant to which each of them agreed to convert their outstanding shareholder advances and loans to the Company into Company securities consisting of shares of common stock and warrants. Mr. Gross converted shareholder advances and loans to the Company totaling $375,357 and Mr. O’Heeron converted shareholder advances and loans totaling $250,830. Upon conversion, the Company debts represented by such shareholder advances and loans were deemed to be satisfied and paid in good standing.full. F-19 The debt conversions described above were completed pursuant to, and in accordance with the terms of the Company’s current private placement offering. Accordingly, the Company issued units consisting of one share of common stock and ½ warrant to complete the conversion. The shares were issued at a price of $0.269 per share, which is the Volume Weighted Average Price (“VWAP”) for the 4 days immediately preceding the effective date of the conversion. The warrants are exercisable for up to three years at a price of $0.377 per share, which is 140% higher than the price at which the shares were issued. A total of 1,395,379 shares and 697,690 warrants were issued to Mr. Gross and a total of 932,454 shares and 466,227 warrants were issued to Mr. O’Heeron. The shares and warrants issued to Mr. Gross and Mr. O’Heeron are restricted securities as defined in Rule 144. F-21 NOTE 1413 – Commitments and Contingencies NOTE 10 – Commitments and contingencies We are required to perform annual assessment workcurrently rent a storage space for $105 per month in order to maintain the Big Chunk Alaska State mining claims. If annual assessment work is not performed the Company must pay the assessment amount in cash in order to maintain the claims. Completion of annual assessment work in the amount of $400 per ¼ section (160 acre) claim or $100 per ¼ -¼ section (40 acre) claim extends the claims forTombstone, Arizona on a one-year period from the staking of claims. Assessment work performed in excess of the required amount may be carried forward for up to four years to satisfy future obligations. The Company estimates that the required annual assessments per year to maintain the claims from 2015 forward will be $3,600. Sufficient assessment work has been performed for Big Chunk to maintain the claims beyond the next labor year.month-to-month basis. The annual state rentals for the Big Chunk Alaska State mining claims vary from $70 to $280 per mineral claim. The rental period begins at noon September 1st through the following September 1st and annual rental payments are due on November 30th of each year. The rentals of $6,120, to extend the Big Chunk claims through September 1, 2015 were paid in November 2014. The estimated state rentals due by November 30, 2015 for the period from September 1, 2015 through September 1, 2016 are $6,120. Alaska State production royalty is three percent of net income. State law prescribes that after a 3.5 -year exemption from state taxes a metal mine is liable for a 15% state licensing tax on net income from the mine. We are required to pay annual rentals for our federal lode mining claims for the North Pipes 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 $140 per claim. The rentals of $60,340 for the period from September 1, 2013 to September 1, 2014 have been paid. The rentals due by September 1, 2014 for the period from September 1, 2014 through September 1, 2015 of $52,640 have not been paid. The rentals due by September 1, 2015 for the period from September 1, 2015 through September 1, 2015 of have not been paid. We are required to pay annual rentals for our federal lode mining claims for the North Pipes 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 $155 per claim. The rentals of $32,705 for the period from September 1, 2014 to September 1, 2015 have been paid. The rentals due by September 1, 2015 for the period from September 1, 2015 through September 1, 2016 of $32,705 have not been paid. We are required to pay annual rentals for our federal lode mining claims for our East Silver Bell 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 rental is $155 per claim. The rentals of $4,030 for the period from September 1, 2014 to September 1, 2015 have been paid. The annual rentals due by September 1, 2015 of $4,030 are required to maintain the East Silver Bell claims are for the period from September 1, 2015 through September 1, 2016 have not been paid. There is no requirement for annual assessment or exploration work on the federal lode mining claims. There are no royalties associated with the federal lode mining claims. We are required to pay annual rentals for ourLiberty Star’s federal lode mining claims for the Tombstone project in the State of Arizona. The rental period begins at noon on September 1st1st through the following September 1st1st and rental payments are due by the first day of the rental period. The annual rentals are $155 $165 per claim. The rentals and initial filing fees of $14,725due by September 1, 2023 for the period from September 1, 2014 to September 1, 2015 have been paid. The rentals due by September 1, 2015 for the period from September 1, 20152023 through September 1, 20162024 of $14,725$15,345 have not been paid. paid yet, but we plan to pay when due. 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$2.00 per acre for the first year, which includes the second year, and $1.00$1.00 per acre per year for years three through five. The minimum work expenditure requirements are $10$10 per acre per year for years one and two and $20$20 per acre per year for years three through five. If the minimum work expenditure requirement is not met the applicant can pay the equal amount in fees to the Arizona State Land Department to keep the AZ MEP permits current. The rental period begins on September 30th through the following September 29thdate of acceptance for our Phase 1 permits, and September 14th through September 13th for our Phase 2 permits. On February 7, 2014 we added a new AZ MEP with 480 acres and an initial rental payment of $960.00 with estimated work expenditures of $4,800 due by February 6, 2015each permit. Rental payments are due by the first day of the rental period. We hold AZ MEP permits for 2,366.8812,878.18 acres at our Tombstone project. We will need to paypaid filing and rental fees for our Phase 1 AZ MEP’s before September 29, 2014their respective due dates in the amount of $3,346.88. Required minimum work expenditures$29,308.49. Legal Matter On August 22, 2019 (and amended on December 23, 2019), the Company filed a complaint with the Superior Court of Arizona (Case No. C20194139), demanding the titles and possession of certain vehicles and equipment of the Company from our former CEO, as well as seeking recovery of damages from the former CEO in an amount of not less than $50,000. None of the vehicles and equipment, individually or in total, have any material net book value (being fully depreciated) as of January 31, 2023 and 2022. On February 18, 2020, our former CEO and his spouse (the “Counterclaimants”) filed a First Amended Answer: First Amended Complaint and Counterclaim with the Superior Court of Arizona seeking dismissal of the Company’s complaint and reimbursement of Counterclaimants’ attorney fees incurred related to the matter. Additionally, the counterclaim alleges breach of contract by the Company and requests reimbursement of amounts loaned to the Company by our former CEO and his spouse, along with reimbursement of attorney fees. The Company believes these counterclaims are without merit and will aggressively defend them and believes no unfavorable outcome or material effect on our consolidated financial statements will result. On April 22, 2022, the Company reached terms of settlement of the litigation Case No. C20194139, involving J. Briscoe, previously filed in the Superior Court of Arizona. Effective April 22, 2022, the Company’s board of directors voted on, accepted and the settlement is now hereby approved, ratified, and confirmed. A summary of the terms of that settlement is as follows: ● Mr. Briscoe dropped his demand for “accrued wages” (see Note 12). ● Mr. Briscoe dropped his claim for payment of his credit card debt (see Note 4). These balances were included in accounts payable and accrued liabilities on the consolidated balance sheet in prior period. ● Mr. Briscoe dropped all other claims and waived and releases all claims, known or unknown. ● Mr. Briscoe returned title and possession of all the vehicles that he previously transferred to his name. Mr. Briscoe to also return to the Company all Company property identified in our First Amended Complaint. ● The Company reinstated Mr. Briscoe’s stock options that expired following his resignation from the Board. This reinstatement was on the same terms as originally issued, as evidenced in the August 10, 2010, Stock Option Agreement and October 11, 2016, Stock Option Agreement, each as adjusted for the February 25, 2021, reverse stock split, and pursuant to the Company’s 2010 Stock Option Plan, except for the option exercise window, which was expanded to 30 years (see Note 9). ● The Company is paying Mr. Briscoe a sum of $29,627 in 15 equal monthly installments reflected in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. ● Both parties agreed to a non-disparagement clause that expressly establishes prior consent to the Pima County Court’s jurisdiction for issuance of mandatory injunctive relief if an aggrieved Party reasonably believes this clause has been violated by the other Party whether such violation is done directly by the violating Party or via proxy. F-22 In connection with the settlement, we wrote off $1,072,667 of liabilities in exchange for $29,677 of new debt and the issuance of options with a fair value of $44,707, resulting in a gain of $998,284. NOTE 14 – Subsequent events NOTE 11 – Subsequent Events Amendments to Articles of Incorporation On February 6, 2023, the Company, filed a Certificate of Amendment with the Secretary of State of Nevada for the period ended September 29, 2014 is $36,937.60. The annual rental duepurpose of amending its Articles of Incorporation to increase authorized number of the Company’s Class A Common Stock, par value $0.00001 per share (the “Class A Shares”) by September 13, 2014 to maintain300,000. Extension of Expiration Date Effective February 6, 2023, the Phase 2 AZ MEP permits was $540. We also included $800 to cover minimum work expenditure requirementsCompany extended all warrants issued by the Company which were due September 13, 2014 to maintain our Phase 2 AZ MEP permits.expired or will expire during the year 2023. These warrants are extended for an additional three years. F-20 A civil action was pending inSecurities Purchase Agreements On February 3, 2023, the Alaska Superior Court in Anchorage, Alaska, that concerned title to some Alaska state mining claims owned by Big Chunk Corp., a subsidiary of Liberty Star. In that action Big Chunk and Liberty Star requested a judicial determination that certain lien claim notices recorded by a party named MBGS, LLC, against the mining claims were void; and MBGS sought an order enforcing the lien claims. Liberty Star and Big Chunk filed a motion for summary judgment to invalidate the lien claims. As was anticipated, MBGS opposed this motion. The lien claims were based on a debt alleged by MBGS to be due from Liberty Star. The existence of this alleged debt was disputed. In March 2014 Liberty Star and Big ChunkCompany entered into a settlement agreementSecurities Purchase Agreement (the “February 2023 Securities Purchase Agreement”) with MBGS, LLC, following1800 Diagonal Lending LLC. (“1800 Diagonal”). Pursuant to the terms of the February 2023 Securities Purchase Agreement, the Company agreed to issue a resolution conference conductedconvertible promissory note (the “February 2023 Note”) to 1800 Diagonal in Anchorage, Alaska whereby all lien claims for the Northern Dynasty transfer were released. Asaggregate principal amount of $48,675. Effective February 2, 2023, the Company issued the February 2023 Note to 1800 Diagonal consistent with the terms of the February 2023 Securities Purchase Agreement. The February 2023 Note bears interest at 8%, with a result10% Original Issue Discount and matures on February 2, 2024. Pursuant to the terms of those claims released by MBGS, LLC, in May 2014 the company completed its loan settlement agreement with Northern Dynasty and dischargedFebruary 2023 Note, the outstanding principal balance and accrued interest foron the 2010 Convertible Note which also terminated Northern Dynasty’s earn-in-rights. On June 1, 2011 we rented a warehouse located at Building No. 1, 7900 South Kolb Road, Tucson, Arizona 85706. We rent this warehouse space for $3,645 per month. The lease was in effect until May 31, 2014 with an option to extend for two additional years. The lease was not renewed and is currently on a month to month basis. In addition to using the warehouse for standard purposes, such as storage of our exploration equipment, supplies and samples, the warehouse space also includes office facilities for the use of field geologists and geotechs. NOTE 15 – Fair value of financial instruments           Fair value measurements at reporting date using:             Quoted prices in           Significant             active markets for     Significant other     unobservable             identical liabilities     observable inputs     inputs   Description   Fair Value     (Level 1)   (Level 2)     (Level 3) Warrant and convertible note derivative liability at January 31, 2015 $  216,705     -     -   $  216,705   Warrant and convertible note derivative liability at January 31, 2014 $  46,985     -     -   $  46,985   Our financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities,note shall be 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. F-21 NOTE 16 – Changes in officers and directors On August 28, 2013, Larry Liang, resigned as the president and a director of our company. On the same date, we appointed James Briscoe as president of our company. On October 20, 2014, we appointed Brett Gross as a director of our company. NOTE 17– Subsequent events Between February and April 2015, $125,000 of the December 2014 Note was converted into 29,248,823 shares of the Company’s common stock.stock as set forth therein. Between February and April 2015, $105,734 On March 27, 2023, the Company entered into a Securities Purchase Agreement (the “March 2023 Securities Purchase Agreement”) with 1800 Diagonal. Pursuant to the terms of the August 2013March 2023 Securities Purchase Agreement, the Company agreed to issue a convertible promissory note (the “March 2023Note”) to 1800 Diagonal in the aggregate principal amount of $48,625. Effective March 24, 2023, the Company issued the March 2023 Note was convertedto 1800 Diagonal consistent with the terms of the March 2023 Securities Purchase Agreement. The March 2023 Note bears interest at 8%, with a 9% Original Issue Discount and matures on March 24, 2023. Pursuant to the terms of the March 2023 Note, the outstanding principal and accrued interest on the note shall be convertible into 30,800,000 shares of the Company’s common stock.stock as set forth therein. In Loan agreement with related party On March 14, 2023, the Company entered into a secured note in the principal amount of $16,750, with the Company’s CEO. The notes bear interest at 3.15% and matures on March 15, 2028. The Company issued 250,000 shares of common stock as collateral on the note. Shares Issued for Conversion of Notes On February 7, 2023, the Company issued a total of 169,875 shares of our common stock for conversions of $15,000 in principal for the July 2022 Note at the exercise price of $0.0883. On February 13, 2023, the Company issued a total of 190,800 shares of our common stock for conversions of $15,138 in principal and $1,806 of accrued interest for the July 2022 Note at the exercise price of $0.0888. On April 2015, $160,8333, 2023, the Company issued a total of 272,109 shares of our common stock for conversions of $12,000 in principal for the September 2022 Note at the exercise price of $0.0441. On April 17, 2023, the Company issued a total of 252,632 shares of our common stock for conversions of $12,000 in principal for the September 2022 Note at the exercise price of $0.0475. On April 28, 2023, the Company issued a total of 365,854 shares of our common stock for conversions of $15,000 in principal for the September 2022 Note at the exercise price of $0.0410. Other On May 8, 2023, the Company entered into a one year service agreement with a multimedia news organization and events management firm. Per the agreement, the Company will compensate the multimedia news organization and events management firm $45,000 for their services. F-23 Liberty Star Uranium & Metals Corp. Consolidated Balance Sheets (Unaudited)     October 31,     January 31,       2023     2023                 Assets                                   Current assets:                 Cash and cash equivalents   $ 721,737     $ 32,616   Prepaid expenses and other current assets     22,846       6,540   Total current assets     744,583       39,156                     Noncurrent assets:                 Property and equipment, net     19,262       21,888   Total noncurrent assets     19,262       21,888                     Total assets   $ 763,845     $ 61,044                     Liabilities and Stockholders’ Equity (Deficit)                                   Current:                 Accounts payable and accrued liabilities   $ 209,113     $ 218,954   Accrued expenses to related party     81,688       66,205   Advances     17,092       -   Advances from related party     9,520       5,000   Note payable     8,546       2,754   Notes payable to related party     76,828       50,000   Convertible promissory note, net of unamortized debt discount of $0 and $33,760     -       92,624   Current portion of long-term debt - SBA     2,041       1,782   Derivative liability     -       172,393   Total current liabilities     404,828       609,712                     Long-term:                 Long-term debt - SBA, net of current portion     30,359       30,618   Total long-term liabilities     30,359       30,618                     Total liabilities     435,187       640,330                     Commitments and Contingencies (Note 10)     -       -                     Stockholders’ equity (deficit):                 Class A common stock - $.00001 par value; 500,000 authorized; 250,000 and 102,000 shares issued and outstanding     3       1   Common stock - $.00001 par value; 74,500,000 authorized; 49,813,861 and 18,671,159 shares issued and outstanding, respectively     498       186   Additional paid-in capital     58,423,801       56,941,222   Subscription receivable     (117,850 )     (117,468 ) Accumulated deficit     (57,977,794 )     (57,403,227 ) Total stockholders’ equity (deficit)     328,658       (579,286 )                   Total liabilities and stockholders’ equity (deficit)   $ 763,845     $ 61,044   The accompanying notes are an integral part of the August 2014 Note was converted into 56,676,739 sharesunaudited consolidated financial statements F-24 Liberty Star Uranium & Metals Corp. Consolidated Statements of Operations (Unaudited)     2023     2022     2023     2022       For the three months ended     For the nine months ended       October 31     October 31       2023     2022     2023     2022                             Revenues   $ -     $ -     $ -     $ -   Expenses:                                 Geological and geophysical costs     112,104       31,659       125,792       69,165   Salaries and benefits     55,737       43,169       152,419       127,919   Professional services     33,904       41,120       121,437       139,091   General and administrative     49,422       135,639       127,851       358,655   Net operating expenses     251,167       251,587       527,499       694,830   Loss from operations     (251,167 )     (251,587 )     (527,499 )     (694,830 )                                   Other income (expense):                                 Interest expense     (88,680 )     (73,733 )     (209,984 )     (205,524 ) Other income     1,126       283       2,365       283   Gain on forgiveness of SBA loan     -       -       -       32,851   Gain on disposal of fixed asset     -       5,000       -       5,000   Gain on settlement of debt     -       -       -       998,284   Gain on change in fair value of derivative liability     86,112       190,152       160,551       490,849   Total other income (expense), net     (1,442 )     121,702       (47,068 )     1,321,743   Net income (loss)   $ (252,609 )   $ (129,885 )   $ (574,567 )   $ 626,913                                     Net income (loss) per share of common stock - basic   $ (0.01 )   $ (0.01 )   $ (0.02 )   $ 0.04   Net income (loss) per share of common stock - diluted   $ (0.01 )   $ (0.01 )   $ (0.02 )   $ 0.04                                     Weighted average shares outstanding - basic     32,289,211       16,505,728       24,676,301       14,748,380   Weighted average shares outstanding - diluted     32,289,211       16,505,728       24,676,301       15,236,192   The accompanying notes are an integral part of the Company’s common stock.unaudited consolidated financial statements In April 2015, $52,320 F-25 Liberty Star Uranium & Metals Corp. Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For the nine months ended October 31, 2023 and 2022 (Unaudited)     Shares     Amount     Shares     Amount     Receivable     Capital     Deficit     Deficit       Class A Common stock     Common stock     Subscription     Additional paid-in     Accumulated     Total Stockholders’ Equity       Shares     Amount     Shares     Amount     Receivable     Capital     Deficit     (Deficit)                                                     Balance, January 31, 2023     102,000     $        1       18,671,159     $ 186     $ (117,468 )   $   56,941,222     $   (57,403,227 )   $       (579,286 ) Receipt of subscription receivable     -       -       -       -       16,368       -       -       16,368   Cashless exercise of options     -       -       250,000       3       (16,750 )     16,747       -       -   Shares issued for conversion of notes     -       -       1,251,270       13       -       70,930       -       70,943   Stock based compensation     -       -       -       -       -       19,265       -       19,265   Resolution of derivative liabilities due to debt conversions     -       -       -       -       -       43,931       -       43,931   Net loss for the three months ended April 30, 2023     -       -       -       -       -       -       (118,579 )     (118,579 ) Balance, April 30, 2023     102,000       1       20,172,429       202       (117,850 )     57,092,095       (57,521,806 )     (547,358 ) Issuance of common stock and warrants in private placement     -       -       3,542,778       35       -       159,965       -       160,000   Shares issued for conversion of notes     -       -       1,690,073       17       -       61,078       -       61,095   Stock based compensation     -       -       978,300       10       -       24,354       -       24,364   Resolution of derivative liabilities due to debt conversions and untainted warrants     -       -       -       -       -       125,520       -       125,520   Net loss for the three months ended July 31, 2023     -       -       -       -       -       -       (203,379 )     (203,379 ) Balance, July 31, 2023     102,000       1       26,383,580       264       (117,850 )     57,463,012       (57,725,185 )     (379,758 ) Issuance of common stock and warrants in private placement     398,000       4       20,454,707       205       -       851,201       -       851,410   Shares issued for conversion of notes     -       -       2,725,574       27       -       101,215       -       101,242   Shares exchanged     (250,000 )     (2 )     250,000       2       -       -       -       -   Stock based compensation     -       -       -       -       -       19,614       -       19,614   Resolution of derivative liabilities due to debt conversions and untainted warrants     -       -       -       -       -       (11,241 )     -       (11,241 ) Net loss for the three months ended October 31, 2023     -       -       -       -       -       -       (252,609 )     (252,609 ) Balance, October 31, 2023     250,000     $ 3       49,813,861     $ 498     $ (117,850 )   $ 58,423,801     $ (57,977,794 )   $ 328,658                                                                     Balance, January 31, 2022     102,000     $ 1       13,458,752     $ 135     $ -     $ 56,503,616     $ (57,968,822 )   $ (1,465,070 ) Shares issued for conversion of notes     -       -       144,304       1       -       44,999       -       45,000   Options issued related to settlement agreement     -       -       -       -       -       44,706       -       44,706   Reclass of APIC to derivative liabilities for tainted warrants     -       -       -       -       -       (731,226 )     -       (731,226 ) Resolution of derivative liabilities due to debt conversions     -       -       -       -       -       22,712       -       22,712   Net income for the three months ended April 30, 2022     -       -       -       -       -       -       811,838       811,838   Balance, April 30, 2022     102,000       1       13,603,056       136       -       55,884,807       (57,156,984 )     (1,272,040 ) Issuance of common stock and warrants in private placement and warrant exercises     -       -       13,298       -       -       5,000       -       5,000   Issuance of common shares for subscription receivable     -       -       1,109,804       11       -       187,019       -       187,030   Shares issued for conversion of notes     -       -       539,895       5       -       141,015       -       141,020   Stock based compensation     -       -       500,000       5       -       163,172       -       163,177   Reclass of APIC to derivative liabilities for tainted warrants     -       -       -       -       -       (1,855 )     -       (1,855 ) Resolution of derivative liabilities due to debt conversions     -       -       -       -       -       55,762       -       55,762   Net loss for the three months ended July 31, 2022     -       -       -       -       -       -       (55,040 )     (55,040 ) Balance, July 31, 2022     102,000       1       15,766,053       157       -       56,434,920       (57,212,024 )     (776,946 ) Balance     102,000       1       15,766,053       157       -       56,434,920       (57,212,024 )     (776,946 ) Issuance of common stock and warrants in private placement and warrant exercises     -       -       26,738       -       -       5,000       -       5,000   Shares issued for conversion of notes     -       -       904,961       9       -       114,511       -       114,520   Cashless exercise of options     -       -       674,000       7       (101,100 )     101,093       -       -   Stock based compensation     -       -       -       -               104,226       -       104,226   Reclass of APIC to derivative liabilities for tainted warrants     -       -       -       -       -       (1,211 )     -       (1,211 ) Resolution of derivative liabilities due to debt conversions     -       -       -       -       -       39,858       -       39,858   Net loss for the three months ended October 31, 2022     -       -       -       -       -       -       (129,885 )     (129,885 ) Net income (loss)     -       -       -       -       -       -       (129,885 )     (129,885 ) Balance, October 31, 2022     102,000     $ 1       17,371,752     $ 173     $ (101,100 )   $ 56,798,397     $ (57,341,909 )   $ (644,438 ) Balance     102,000     $ 1       17,371,752     $ 173     $ (101,100 )   $ 56,798,397     $ (57,341,909 )   $ (644,438 ) The accompanying notes are an integral part of the October 2014 Note was converted into 26,000,000 sharesunaudited consolidated financial statements F-26 Liberty Star Uranium & Metals Corp. Consolidated Statements of Cash Flows (Unaudited)     2023     2022       For the nine months ended       October 31,       2023     2022                 Cash flows from operating activities:                 Net income (loss)   $ (574,567 )   $ 626,913   Adjustments to reconcile net income (loss) to net cash used in operating activities:                 Depreciation     4,534       4,375   Stock based compensation     63,243       267,403   Amortization of debt discounts     197,477       192,931   Gain loss on change in fair value of derivative liabilities     (160,551 )     (490,849 ) Gain on forgiveness of SBA loan     -       (32,851 ) Gain on settlement of debt     -       (998,284 ) Gain on disposal of fixed asset     -       (5,000 ) Changes in assets and liabilities:                 Prepaid expenses     8,544       23,620   Accounts payable and accrued expenses     37,017       (18,505 ) Cash flows used in operating activities:     (424,303 )     (430,247 )                   Cash flows from investing activities:                 Proceeds from sale of equipment     -       5,000   Cash flows provided by investing activities:     -       5,000                     Cash flows from financing activities:                 Repayments of advances, related party     -       (18,996 ) Proceeds from advances, related party     1,363       19,550   Proceeds from notes payable, related party     35,000       -   Payments on notes payable     (19,058 )     (16,346 ) Proceeds from convertible promissory notes     80,000       197,000   Proceeds from the issuance of common stock and warrants in private placement     999,751       192,030   Receipt of subscription receivable     16,368       -   Net cash provided by financing activities     1,113,424       373,238                     Increase (decrease) in cash and cash equivalents     689,121       (52,009 ) Cash and cash equivalents, beginning of period     32,616       102,741   Cash and cash equivalents, end of period   $ 721,737     $ 50,732                     Supplemental disclosure of cash flow information:                 Income tax paid   $ -     $ -   Interest paid   $ 1,999     $ 942                     Supplemental disclosure of non-cash items:                 Resolution of derivative liabilities due to debt conversions and untainted warrants   $ 156,309     $ 118,332   Reclass of APIC to derivative liabilities for tainted warrants   $ 1,901     $ 734,292   Debt discounts due to derivative liabilities   $ 146,368     $ 168,080   Common stock issued for conversion of debt and interest   $ 233,280     $ 300,540   Expenses paid by related party on behalf of the Company   $ 4,736     $ 4,446   Prepaid insurance financed with note payable   $ 24,850     $ 24,750   Shares issued for settlement of liability   $ -     $ 5,000   Cashless exercise of warrants   $ 16,750     $ 101,100   Non-cash equipment addition   $ 1,908     $ -   Non-cash payment on note payable, related party   $ 9,751     $ -   Expenses paid on behalf of the Company   $ 17,092     $ -   The accompanying notes are an integral part of the Company’s common stock.unaudited consolidated financial statements F-22 LIBERTY STAR URANIUM & METALS CORP. CONDENSED CONSOLIDATED BALANCE SHEETSF-27 (Unaudited)     October 31,     January 31,       2015     2015                 Assets                           Current:                      Cash and cash equivalents $  4,377   $  53,517            Advances   1,152     1,052            Prepaid expenses   76,216     88,288            Total current assets   81,745     142,857                               Property and equipment, net   17,629     32,338            Total assets $  99,374   $  175,195                               Liabilities and Stockholders' Deficit                           Current:                      Current portion of long-term debt $  2,153   $  6,149            Convertible promissory note, net of debt discount of $22,492 and $41,928   33,008     516,018            Accounts payable and accrued liabilities   337,787     250,932            Accrued wages to related parties   473,992     404,992            Derivative liability   78,277     216,705            Total current liabilities   925,217     1,394,796                 Long-term:                      Long-term debt, net of current portion   -     561            Long-term convertible note payable   79,376     106,697            Total long-term liabilities   79,376     107,258                          Total liabilities   1,004,593     1,502,054                 Stockholders' deficit                      Common stock - $.00001 par value; 6,250,000,000 and                    1,250,000,000 shares authorized; 1,498,470,660 and   ��                920,001,430 shares issued and outstanding   14,985     9,200            Stock subscription receivable   (55,673 )   (55,673 )          Additional paid-in capital   51,431,764     49,798,278            Accumulated deficit   (52,296,295 )   (51,078,664 )          Total stockholders' deficit   (905,219 )   (1,326,859 )                        Total liabilities and shareholders' deficit $  99,374   $  175,195   The Accompanying Notes are an Integral Part of the Unaudited Condensed Consolidated Financial Statements F-23 LIBERTY STAR URANIUM & METALS CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)     Three Months Ended     Nine Months Ended       October 31,     October 31,       2015     2014     2015     2014   Revenues $  -   $  -   $  -   $  -   Expenses:                                    Geological and geophysical costs   44,377     57,951     80,006     152,577              Salaries and benefits   101,215     74,480     247,242     216,697              Public relations   29,076     74,684     36,913     130,287              Depreciation   6,416     6,489     19,012     20,978              Legal   23,525     6,218     70,026     55,155              Professional services   27,104     18,498     57,798     74,143              General and administrative   48,274     62,809     139,079     173,921              Travel   3,735     2,842     7,284     20,039   Net operating expenses   283,722     303,971     657,360     843,797   Loss from operations   (283,722 )   (303,971 )   (657,360 )   (843,797 )                           Other income (expense):                                    Interest income   -     2     1     5              Interest expense   (110,888 )   (144,622 )   (703,346 )   (559,312 )            Gain (loss) on settlement of debt   -     -     72,308     5,322,943              Gain (loss) on change in fair value of derivative liability   (13,233 )   133,774     70,766     396,686   Total other income (expense)   (124,121 )   (10,846 )   (560,271 )   5,160,322   Net income (loss) $  (407,843 ) $  (314,817 ) $  (1,217,631 ) $  4,316,525                             Basic net income (loss) per share of common stock $  (0.00 ) $  (0.00 ) $  (0.00 ) $  0.00                             Diluted net income (loss) per share of common stock $  (0.00 ) $  (0.00 ) $  (0.00 ) $  0.00                             Basic weighted average number of shares of common stock outstanding   1,382,733,547     901,574,375     1,166,824,752     876,232,276                             Diluted weighted average number of shares of common stock outstanding   1,382,733,547     901,574,375     1,166,824,752     964,678,354   The Accompanying Notes are an Integral Part of the Unaudited Condensed Consolidated Financial StatementsLIBERTY STAR URANIUM & METALS CORP. F-24 LIBERTY STAR URANIUM & METALS CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)     Nine Months Ended October 31,       2015     2014   Cash flows from operating activities:             Net income (loss) $  (1,217,631 ) $  4,316,525   Adjustments to reconcile net loss to net cash used in operating activities:                Depreciation   19,012     20,978      Amortization of deferred financing charges   -     34,247      Amortization of debt discount   668,835     342,885      (Gain) loss on settlement of debt   (72,308 )   (5,322,943 )    (Gain) loss on change in fair value of warrant liability   (70,766 )   (396,686 )    Share based compensation   37,491     8,424      Common shares issued for third party services   10,320     71,500      Warrants issued for third party services   -     6,440              Changes in assets and liabilities:                                    Prepaid expenses   12,072     (74,005 )                        Other current assets   (100 )   -                          Accounts payable and accrued expenses   86,855     3,355                          Accrued wages related parties   69,000     48,000                          Accrued interest   32,691     171,415              Cash flows used in operating activities:   (424,529 )   (769,865 )               Cash flows from investing activities:                Purchase of equipment   (4,303 )   (9,870 )            Net cash used in investing activities   (4,303 )   (9,870 )               Cash flows from financing activities:                Payments on long-term debt   (4,434 )   (4,146 )    Principal activity on convertible promissory notes   200,000     400,000      Proceeds from the issuance of common stock, net of expenses   184,126     474,250              Net cash provided by financing activities   379,692     870,104                 Increase (decrease) in cash and cash equivalents   (49,140 )   90,369   Cash and cash equivalents, beginning of period   53,517     55,089   Cash and cash equivalents, end of period $  4,377   $  145,458                               Supplemental disclosure of cash flow information:                Income tax paid $  -   $  -      Interest paid $ 7,169   $  7,970   Supplemental disclosure of non-cash items:                Stock subscription receivable $  -   $  55,673      Resolutions of derivative liabilities due to debt conversions $  750,615   $  169,474      Warrants reclassed to derivative liabilities $  -   $  520,552      Debt discounts due to derivative liabilities $  497,031   $  325,030      Derivative liability for newly granted warrants $ 49,553   $  6,440      Common stock issued for conversion of debt and interest $  778,459   $  279,720      Original issue discount $  16,000   $  23,750   The Accompanying Notes are an Integral Part of the Unaudited Condensed Consolidated Financial StatementsNOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-25(Unaudited) LIBERTY STAR URANIUM & METALS CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – Interim financial statement disclosureBasis of Presentation The condensed consolidated financial statements included herein have been prepared by Liberty Star Uranium & Metals Corp. (the “Company”, “we”, “our”) 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, 20152023 as filed with the SEC under the Securities and Exchange Act of 1934 (the “Exchange Act”). on May 16, 2023. 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 condensed or omitted, as permitted by the SEC, although we believe the disclosures which are made are adequate to make the information presented not misleading. The condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at October 31, 20152023, 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 nine months ended October 31, 20152023, are not necessarily indicative of the results to be expected for the full year. Certain amounts in the prior-year financial statements have been reclassified for comparative purposes to conform with the presentation in the current-year financial statements NOTE 2– 2 – Going concernConcern The Company has incurred lossesa history of and expects to continue to report stockholders’ deficit, negative cash flows from operations and requires additionalloss 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 financings,financing, debt financingsfinancing or joint venture agreements. The condensed 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 ValueValue 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. As Schedule of October 31, 2015 the significant inputs to the Company’s derivative liability calculation were Level 3 inputs.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 October 31, 2023   $ -            -             -     $ -   Warrant and convertible note derivative liabilities at January 31, 2023   $ 172,393       -       -     $ 172,393   F-26 The following schedule summarizes the valuation of financial instruments at fair value in the balance sheets as of October 31, 2015 and January 31, 2015:           Fair value measurements at reporting date using:             Quoted prices                         in           Significant             active markets     Significant                   for     other     unobservable             identical     observable                   liabilities     inputs     inputs   Description   Fair Value     (Level 1)     (Level 2)     (Level 3)                             Warrant and convertible note derivative liability at October 31, 2015 $  78,277     -     -   $  78,277                             Warrant and convertible note derivative liability at January 31, 2015 $  216,705     -     -   $  216,705   Our financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities, notes payable, convertible notes payable, notes payable, and warrant liability.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 warrant liability,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 liabilityliabilities are reported in other income (expense) as gain (loss) on change in fair value.value of derivative liabilities. Net income (loss) per share 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 nine months ended October 31, 2023 and 2022, the impact of 658,760 and 178,760 of stock options, 14,254,813 and 2,184,185 of warrants, and 0 and 487,812 shares issuable from convertible notes, respectively, were excluded from the calculation as their impact would be anti-dilutive. Reclassification Certain reclassifications have been made to our January 31, 2023 consolidated financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. NOTE 4 – Related party transactionsParty Transactions We entered into the following transactions with related parties 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, 2015: We rented an office2023 and 2022. On September 29, 2023, Mr. Gross resigned from Jim Briscoe, our Chairmanhis position as President and Chief Executive Officer of the Board, CEOCompany. Patricia Madaris, VP Finance and CFO, on a month-to-month basis for $522 per month. The total rent payments were $4,698 forChief Financial Officer will serve as the Interim Chief Executive Officer. Advances During the nine months ended October 31, 2015. No amount was due as2023, the Company received cash advances of $1,363 from a related party and a board member paid $3,157 of expenses on the Company’s behalf . As of October 31, 2015.2023 and January 31, 2023, the advances, related party balance was $9,520 and $5,000, respectively. At F-29 Accrued Expenses As of October 31, 20152023, and January 31, 2023, we had a balance of accrued unpaid wages and vacation of $458,367$81,688 and $66,205 to Jim Briscoe, ourPatricia Madaris, VP Finance & CFO, respectively. Subsequent to October 31, 2023, the balance was settled in full by the Company. 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 nine months ended October 31, 2023, 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. As of October 31, 2023 and January 31, 2023, the note payable related party balance was $76,828 and $50,000, respectively. 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. 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 CFO totaling $16,750 and President. Additionally, we hadthe 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 balancesubscription receivable. As of accrued unpaid wages of $15,625October 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 former President.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%. During the threenine months ended October 31, 2015, we2023, 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 $0.0419 -$0.0753 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%. F-30 NOTE 5 – Stock Options Qualified and non-qualified incentive stock options outstanding at October 31, 2023 are as follows: Schedule of Stock Option Activity     Number of options     Weighted average exercise price per share   Outstanding, January 31, 2023     313,760     $ 6.53   Granted     595,000       0.06   Expired     -       -   Exercised     (250,000 )     0.07   Outstanding, October 31, 2023     658,760     $ 3.14                     Exercisable, October 31, 2023     487,510     $ 4.22   These options had a weighted average remaining life of 10.13 years and have no aggregate intrinsic value as of October 31, 2023. On June 21, 2022, the Company entered into an agreement with an advisor to advise its executive management on strategic partnerships, investments, and other undertakings of material value to the Company. As compensation, the Company granted the advisor monthly stock options of 20,000 for a term of three months. The options have a strike price equal to the closing price per share on the day the options are issued and expire in one year. During the nine months ended October 31, 2023, the Company granted 120,000 options to consultants. The exercise price of the options ranges from $0.047 to $0.093. The total fair value of these option grants at issuance was $7,084. During the nine months ended October 31, 2023, the Company recognized $29,067$8,248 of compensation expense related to the five year extension of 77,500,000 options to directors ofthese options. At October 31, 2023, the Company extending the expiration date from August 2015had $1,117 of unrecognized expenses related to August 2020, at their original exercise price of $0.038.outstanding options. NOTE 56 – Warrants As of October 31, 2015,2023, there were 104,435,056 whole share14,254,813 purchase warrants outstanding and13,747,281 warrants exercisable. The warrants have a weighted average remaining life of 1.852.72 years and a weighted average exercise price of $0.009$0.21 per whole warrant for one common share. The warrants had an aggregate intrinsic value of $0$5,850 as of October 31, 2015.2023. Warrants issued in private placements Stock warrants outstanding at October 31, 2015 is2023 are as follows:     Number of             whole share     Weighted       purchase     average exercise       warrants     price per share   Outstanding, January 31, 2015   59,566,708   $  0.024   Issued   62,093,885     0.003   Expired   (17,225,537 )   0.041   Exercised   -     -   Outstanding, October 31, 2015   104,435,056   $  0.009                 Exercisable, October 31, 2015   104,435,056   $  0.009   During the nine months ended October 31, 2015, the Company issued 5,882,352 warrants to an investor at an exercise priceSchedule of $0.0048 with a three year term. The warrants were issued with common stock (one warrant for each common share purchased) and there is no additional accounting for these investor warrants.Stock Warrants Outstanding     Number of warrants     Weighted average exercise price per share   Outstanding, January 31, 2023     2,256,070     $ 1.08   Issued     11,998,743       0.04   Expired     -       -   Exercised     -       -   Outstanding, October 31, 2023     14,254,813     $ 0.21                     Exercisable, October 31, 2023     13,747,281     $ 0.14   During the nine months ended October 31, 2015, the Company issued 33,613,445 warrants to an investor at an exercise price of $0.0025 with a three year term. The warrants were issued with common stock (two warrants for each common share purchased) and there is no additional accounting for these investor warrants. During the nine months ended October 31, 2015, the Company issued 1,846,154 warrants to an investor at an exercise price of $0.0023 with a three year term. The warrants were issued with common stock (one warrant for each common share purchased) and there is no additional accounting for these investor warrants. During the nine months ended October 31, 2015, the Company issued 2,822,912 warrants to an investor, the Company’s CEO, at an exercise price of $0.0021 with a three year term. The warrants were issued with common stock (one warrant for each common share purchased) and there is no additional accounting for these investor warrants. During the nine months ended October 31, 2015, the Company issued 16,077,170 warrants to an investor at an exercise price of $0.0022 with a three year term. The warrants were issued with common stock (one warrant for each common share purchased) and there is no additional accounting for these investor warrants. During the nine months ended October 31, 2015, the Company issued 1,851,852 warrants to an investor at an exercise price of $0.0023 with a three year term. The warrants were issued with common stock (one warrant for each common share purchased) and there is no additional accounting for these investor warrants. F-27 NOTE 67 – Derivative Liabilities The embedded conversion feature in the convertible debt instruments that the Company issued beginning in August 2013 (See Note 7)8), andthat became convertible beginning in February 2014,during the nine months ended October 31, 2023, 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. ThisHedging. These convertible notenotes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible. F-31 The valuation of the derivative liabilityliabilities of the warrants was determined through the use of a Monte Carlo optionsoption pricing model that values the liability of the warrants based on a risk-neutral valuation where the price of the optionwarrant 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 optionwarrant for each path. These payoffs are then averaged and discounted to a current valuation date resulting in the fair value of the option.warrant. The valuation of the derivative liabilityliabilities 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.liabilities. Key inputs and assumptions used to value the convertible notesnote when it became convertible and upon settlement, and warrants upon issuance or tainting, and alsowere as of October 31, 2015:follows: •● The stock projections are based on the historical volatilities for each date. These rangedvolatilities were in the 131.9-146.9%198% to 239% range. The stock price projection was modeled such that it follows a geometric Brownian motion with constant drift and a constant volatility, starting with the market stock price at each valuation date; • ● An event of default would not occur during the remaining term of the note; • ● Conversion of the notes to stock would be completed monthly after any holding period and would be limited based on: 5% of the last 6 months average trading volume and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1%6% per month. month. ● The effective discount was determined based on the historical trading history of the Company based on the specific pricing mechanism in each note; •● The Company would not have funds available to redeem the notes during the remaining term of the convertible notes; • ● Discount rates were based on risk free rates in effect based on the remaining term and date of each valuation and instrument. • ● The holderHolder would exercise the warrant at maturity if the stock price was above the exercise price; • ● The Holder would exercise the warrant after any holding period prior to maturity at target prices starting at 2 times the exercise price for the Warrants or higher subject to monthly limits of: 5% of the last 6 months average trading volume increasing by 1% per month and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month. • For the warrants with reset features, the Company assumed it would issue equity linked instruments in the quarters ended 10/31/15 through 4/30/16 at 70% of market. month. F-28 F-32 Using the results from the model, the Company recorded a derivative liability during the nine months ended October 31, 2023 of $49,553 for newly granted warrants and a derivative liability of $633,399$146,368 for the fair value of the convertible feature included in the Company’s convertible debt instruments for the nine months ended October 31, 2015.instruments. The derivative liability recorded for the convertible feature created a “day 1” derivative loss of $0 and a debt discount of $497,031 which$146,368 that is being amortized over the remaining term of the note using the effective interest rate method and is classified as convertible debt on the balance sheet.method. Interest expense related to the amortization of this debt discount for the nine months ended October 31, 2015,2023, was $21,906. Additionally, $487,369 of debt discount was charged to interest expense as a result of the conversion of a portion of the underlying debt instrument.$197,477. The remaining unamortized debt discount related to the derivative liability was $14,595$0 as of October 31, 2015. The2023. During the nine months ended October 31, 2023, the Company recorded the change in the fair value of the derivative liability as a gain of $70,766$156,309 due to reflect the value of the derivative liability for warrants and convertible notes as $78,277 as of October 31, 2015. The Company also recorded a reclassification from derivative liability to equity of $750,615 for the conversions of a portion of the Company’s convertible notes. The Company also recorded a change in the fair value of the derivative liabilities as a gain of $160,551 to reflect the value of the derivative liabilities for warrants and convertible notes as of October 31, 2023. During the nine months ended October 31, 2022, the Company recorded a reclassification from derivative liabilities to equity of $0 for warrants becoming untainted and $118,332 due to the conversions of a portion of the Company’s convertible notes. The Company also recorded a change in the fair value of the derivative liabilities as a gain of $490,849 to reflect the value of the derivative liabilities for warrants and convertible notes as of October 31, 2022. The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liability:liabilities:     Nine months ended October 31,       2015     2014   Beginning balance $  216,705   $  46,985   Total (gains) losses   (70,766 )   (396,686 ) Settlements   (750,615 )   (169,474 ) Additions   682,953     852,022   Ending balance $  78,277   $  332,847                 Change in unrealized gains (losses) included in earnings relating to derivatives still held as of October 31, 2015 and 2014 $  (70,766 ) $  (396,686 ) F-29 Schedule of Changes in Fair Value of Derivative Liabilities     Nine months ended October 31,       2023     2022   Beginning balance   $ 172,393     $ -   Total (gain) loss     (160,551 )     (490,849 ) Settlements     (156,309 )     (118,332 ) Additions recognized as debt discount     146,368       168,080   Changes due to tainted (untainted) warrants     (1,901 )     734,292   Ending balance   $ -     $ 293,191                     Change in fair value of derivative liabilities included in earnings relating to derivatives   $ (160,551 )   $ (490,849 ) NOTE 78 – Convertible Long-term debt and convertible promissory notes Following is a summary of convertible promissory notes:     October 31,     January 31,       2015     2015                 12% convertible note payable issued August 2013, $55,500 due August 2016 $  55,500   $  144,519                 Convertible note payable issued November 2013, due November 2015   -     147,500                 12% convertible note payable issued August 2014, due August 2015   -     157,792                 10% convertible note payable issued October 2014, due October 2015   -     108,136                 10% convertible note payable issued December 2014, due December 2016   79,376     106,697                     134,876     664,644                 Less debt discount   (22,492 )   (41,928 )               Less current portion of convertible notes   (33,008 )   (516,019 )               Long-term convertible notes payable $  79,376   $  106,697   We issued convertible promissory notes in private placementsSummary of our securities to institutional investors pursuant to exemptions from registration set out in Rule 506 of Regulation D underConvertible Promissory Notes     October 31, 2023     January 31, 2023                 8% convertible note payable issued July 2022, due July 2023   $      –     $ 30,138   8% convertible note payable issued September 2022, due September 2023     –       45,138   8% convertible note payable issued November 2022, due November 2023     –       51,108   8% convertible note payable issued February 2023, due February 2024     –       -   8% convertible note payable issued March 2023, due March 2024     –       –   Convertible note payable     –       126,384   Less debt discount     –       (33,760 ) Less current portion of convertible notes     –       (92,624 ) Long-term convertible notes payable   $ -     $ -   On February 3, 2023, the Securities Act of 1933. F-30 In August 2013, weCompany entered into a convertible promissory note with 1800 Diagonal Lending in the aggregate principal amount of $48,675(the “August 2013“February 2023 Note”). The note bears interest at 8%, with an Original Issue Discount of $4,425 plus an additional $4,250 to pay for a principal sum of $555,000 plus accrued and unpaid interest and any other fees. The consideration is up to $500,000, which would produce an original issue discount of $55,000 if all the consideration is received. The lender paid $150,000 upon closing pursuant to the termstransaction fees of the August 2013 Note. The August 2013 Note has a maturity of one year from the delivery of each payment. The August 2013 Note may belender, matures on February 2, 2024, and is convertible after 180 days into shares of the Company’s common stock of our company at any time from 180 days after the date of each payment of consideration, at a conversion price which is 70%of 75% of the average of the three lowest closing5 weighted average market prices in the 20 trading days previous to the conversion. We may repay the August 2013 Note at any time on or before 90 days from the effective date of the August 2013 Note with an interest rate of 0%, after which we may not make any further payments on the August 2013 Note prior to the maturity date without written approval from the lender. If we elect not to repay the August 2013 Note on or before 90 days from the effective date of the August 2013 Note, a one-time interest charge of 12% will be applied to the principal sum. We elected not to pay the $150,000 portion of the August 2013 Note within 90 days from the effective date. After the $150,000 portion of the August 2013 Note became convertible, the note holder elected to convert the principal and interest totaling $186,480 into 17,937,915 shares of the company’sCompany’s common stock during the months10 trading days prior to conversion. F-33 On March 24, 2023, the Company entered into a convertible promissory note with 1800 Diagonal Lending in the aggregate principal amount of February through May$48,675 (the “March 2023 Note”). The note bears interest at 8%, with an Original Issue Discount of 2014. On December 9, 2013, we received$4,425 plus an additional consideration of $75,000 pursuant$4,250 to the termspay for transaction fees of the August 2013 Note. We elected not to pay the $75,000 portion of the August 2013 Note within 90lender, matures on March 24,2024, and is convertible after 180 days from the effective date. In June, July and August 2014, the note holder converted principal and interest totaling $93,240 into 9,983,507 shares of the Company’s common stock. On June 24, 2014 and September 3, 2014, we received additional considerationstock at a price of $75,000 and $75,000, respectively, pursuant to the terms of the August 2013 Note. In December 2014 and January 2015, the note holder converted principal and interest totaling $41,961 into 5,900,000 shares of the Company’s common stock. On February 25, 2015, we received additional consideration of $50,000 with $5,500 of original issue discount pursuant to the terms of the August 2013 Note. During the three months ended April 30, 2015, the note holder converted principal and interest totaling $105,733 into 30,800,000 shares of the Company’s common stock. During the three months ended July 31, 2015, the note holder converted principal and interest totaling $38,784 into 31,715,187 shares of the Company’s common stock. On August 28, 2015, we received additional consideration of $50,000 with $5,500 of original issue discount pursuant to the terms of the August 2013 Note. During the three months ended October 31, 2015, the note holder converted principal and interest totaling $62,160 into 60,642,857 shares of the Company’s common stock. As of October 31, 2015, we had $55,500 of principal and interest outstanding for the August 2013 Note. On November 18, 2013, we entered into a securities purchase agreement (the “November 2013 Note”), whereby we agreed to issue a convertible note to one lender in the principal amount of $250,000. The proceeds from the note were $225,000, which created an original issue discount of $25,000. The note was payable in full on November 18, 2014 and bears no interest except in an event of default. The lender may, at its option, after the 183rd day (after May 20, 2014) following the closing date, convert the principal amount or any portion of such principal amount of the note into shares of common stock of our company at the price equal to the lesser of (a) 100% of the volume weighted average price (VWAP), as reported on the closing date (November 18, 2013), and (b) 70%75% of the average of the lowest 5 day VWAP immediately prior to the day of conversion. On November 13, 2014, we entered into an Assignment of Promissory Note & Acknowledgment, whereby we consented to an assignment of the note to another lender, pursuant to which $250,000 remains owing by the Company. The maturity date of the November 2013 Note was extended to November 18, 2015. From November 2014 through January 2015, the new noteholder converted principal of $102,500 into 11,792,944 sharesweighted average market prices of the Company’s common stock. Duringstock during the three months ended April 30, 2015, the new noteholder converted principal of $125,001 into 29,248,823 shares of the Company’s common stock. During the three months ended July 31, 2015, the new noteholder converted principal and interest of $28,046 into 18,995,113 shares of the Company’s common stock. As of October 31, 2015, we had $0 of principal and interest outstanding for the November 2013 Note. In August 2014, we received $150,000 pursuant to the terms of a convertible promissory note (the “August 2014 Note”) dated August 26, 2014. The Note bears interest at 12%, is due on August 26, 2015, and is convertible after 180 days at a 45% discount to the average of the daily VWAP prices for the previous 10 trading days before the date of conversion During the three months ended April 30, 2015, the new noteholder converted principal of $160,834 into 56,676,739 shares of the Company’s common stock. As of October 31, 2015, we had $0 of principal and interest outstanding for this Note.prior to conversion. On October 14, 2014, we entered into a securities purchase agreement, whereby we agreed to issue a convertible note (the “October 2014 Note”) to one lender in the principal amount of $105,000. The Note is payable in full on October 14, 2015, bears interest at the rate of 10% per annum, and includes a $5,000 original issuance discount. The Note may be convertible into shares of common stock of our company at any time from 180 days after the execution date of the Note at a price per share of 40% discount to the average of the daily VWAP for the previous five trading days before the date of conversion. During the three months ended April 30, 2015, the note holder converted principal and interest totaling $57,000 into 26,000,000 shares of the Company’s common stock. During the three months ended July 31, 2015, the note holder converted principal and interest totaling $53,901 into 48,878,264 shares of the Company’s common stock. As of October 31, 2015, we had $0 of principal and interest outstanding for this Note. On December 3, 2014, we entered into a note purchase agreement, whereby we agreed to issue a convertible note (the “December 2014 Note”) to lender in the principal amount of $210,000, with a $10,000 original issuance discount. The initial purchase price was $105,000 of consideration of which $100,000 was received our company and $5,000 was retained through the original issue discount. An additional $50,000 was received on February 27, 2015 with a $2,500 original issue discount. An additional $30,000 was received on June 11, 2015 with a $1,500 original issue discount. An additional $20,000 was received on July 9, 2015 with a $1,000 original issue discount. The Note bears interest at 10%, is due on December 3, 2016, and is convertible after six months of advance of funds at a 37.5% discount to the average of the daily VWAP prices for the previous 5 trading days before the date of conversion. During the three months ended July 31, 2015, the note holder converted principal and interest totaling $69,357 into 61,028,598 shares of the Company’s common stock. During the three months ended October 31, 2015, the note holder converted principal and interest totaling $77,643 into 77,194,959 shares of the Company’s common stock. As of October 31, 2015, we had of $79,376 of principal and interest outstanding for this Note. During the nine months ended October 31, 20152023 and 2014,2022, the Company recorded debt discounts of $497,031$146,368 and $325,030,$168,080, respectively, due to the derivative liabilities, and original issue debt discounts and fees paid to lender of $16,000$17,350 and $23,750,$39,575, respectively, due to the convertible notes. The Company recorded amortization of these discounts of $668,835 $197,477 and $342,885$192,931 for the nine months ended October 31, 20152023 and 2014,2022, respectively. In November of 2013, Notes Payable On June 22, 2020, the Company recorded $45,663received loan proceeds of deferred financing costs,$32,300 (net of which $15,500 was paid$100 loan fee) under the SBA’s Economic Injury Disaster Loan program (“EIDL”). The EIDL loan, dated June 16, 2020, bears interest at 3.75%, has a 30-year term, and is due in cash and $30,163 paid with common stock,monthly installments of $158 beginning June 18, 2021 (extended to December 18, 2022). In April 2022, the Company entered into a Premium Finance Agreement related to the November 18, 2013 convertible note.an insurance policy. The policy premiums total $33,400 for a one year policy period. The Company recorded amortizationfinanced $24,750 of these deferred financing coststhe policy over a nine month period. The monthly payments under the agreement are due in nine installments of $0 and $34,247 for$2,871, at an annual interest rate of 10.45%. During the nine months ended October 31, 2015 and 2014, respectively.2023, the note balance was paid in full. In April 2023, the Company entered into a Premium Finance Agreement related to an insurance policy. The policy premiums total $33,500 for a one year policy period. The Company recognizedfinanced $24,850 of the policy over a gain on settlementnine month period. The monthly payments under the agreement are due in nine installments of debt$2,909, at an annual interest rate of $72,308 during the nine months ended12.70%. As of October 31, 2015 as a result2023, the notes payable, net balance was $40,946, which include term long notes payable of convertible note conversions during$30,359 and current portion of notes payable of $10,587, with accrued interest of $3,055. As of January 31, 2023, the nine months ended October 31, 2015.notes payable, net balance was $35,154, which include term long notes payable of $30,618 and current portion of notes payable of $4,536, with accrued interest of $2,907. F-31 NOTE 89 – Stockholders’ deficitequity (deficit) 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. On July 15, 2015 During the Company’s shareholders approved an amendment to the Company’s articles of incorporation to increase the number of authorized common shares from 1,250,000,000 to 6,250,000,000. Between February 2014 and July 2014, pursuant to the investment agreement with KVM, KVM purchased 34,214,226 shares for $456,923, of which $55,673 is still owed tonine months ended October 31, 2023, the Company and is reflected asissued a stock subscription receivable astotal of October 31, 2015. During the three months ending April 30, 2015, $105,733 of the August 2013 Note were converted into 30,800,0005,666,917 shares of the Company’sour common stock. Thestock for conversions occurredof $223,733 in principal and $9,547 of interest on multiple dates with conversionconvertible notes payable at exercise prices ranging from $0.00194$0.0297 to $0.00574.$0.0888. During the three months ending April 30, 2015, $125,001 of the November 2013 Note were converted into 29,248,823 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from 0.00274 to $0.00609 During the three months ending April 30, 2015, $160,834 of the August 2014 Note were converted into 56,676,739 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from $0.00193 to $0.00416. During the three months ending April 30, 2015, $57,000 of the October 2014 Note were converted into 26,000,000 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from $0.00192 to $0.00216. During the three months ended April 30, 2015,On July 17, 2023, the Company issued 2,941,176476,338 units to an investora shareholder for total proceeds of $10,000.$20,000 in cash proceeds. Each unit consists of one1 share of the Company’sour common stock and two½ warrant. The warrants have a relative fair value of $8,632. Each warrant allows the holder to purchase one share eachof our common stock at a price of $0.0637. 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 key assumptions: fair value stock price, $0.0637, Exercise price, $0.0588, Term 3 years, Volatility 165%, and Discount rate 4.34% and a dividend yield of 0%. F-34 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. The shares of common stock will be subject to a six-month hold period from the date of issuance. During the nine months ended recognized $24,458 of expense related to this agreement. NOTE 10 – Commitments and contingencies We currently rent storage space for $105 per month in Tombstone, Arizona on a month-to-month basis. 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 Company’s common stock.rental period. The warrantsannual rentals are $165 per claim. The rentals due by September 1, 2023 for the period from September 1, 2023 through September 1, 2024 of $15,345 have been paid. 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 the 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 paid filing and rental fees for our AZ MEP’s before their respective due dates in the amount of $27,264. NOTE 11 – 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 November 9, 2023, the Company entered into an agreement to issue a total of 250,000 shares of its Class A Common Stock to Pete O’Heeron, Chairman of the Board, Treasurer, Secretary & Director of the Company. The consideration paid for the Class A Common Stock was $9,525 ($0.0381 per share). As a result, the Company had a change of control as a result of the issuance of 250,000 shares of Class A Common Stock. Prior to issuance of the Class A Common Stock on November 9, 2023, the Company held 250,000 Class A shares with 200 votes each for 50,000,000 votes, and now the total held for Class A shares is 500,000 with 200 votes each or a total of 100,000,000 votes. On November 16, 2023, the Company granted 1,550,000 options to an employee, an officer and members of the board of directors. The options expire ten years following issuance and have an exercise price of $0.0048 and have a three year term (see note 5)$0.04. The options vest upon issuance. During the three months ending July 31, 2015, $38,784 of the August 2013 Note were converted into 31,715,187 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from $0.00112 to $0.00135. During the three months ending July 31, 2015, $28,046 of the November 2013 Note were converted into 18,995,113 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from 0.00147 to $0.00148 During the three months ending July 31, 2015, $53,901 of the October 2014 Note were converted into 48,878,264 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from $0.00101 to $0.00127. During the three months ending July 31, 2015, $69,357 of the December 2014 Note were converted into 61,028,598 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from $0.00104 to $0.00121. During the three months ended July 31, 2015, the Company issued 1,846,154 units to an investor for proceeds of $3,000. Each unit consists of one share of the Company’s common stock and one warrant to purchase one share each of the Company’s common stock. The warrants have an exercise price of $0.002275 and have a three year term (see note 5). During the three months ended July 31, 2015, the Company issued 16,806,723 units to an investor for proceeds of $30,000. Each unit consists of one share of the Company’s common stock and two warrants to purchase one share each of the Company’s common stock. The warrants have an exercise price of $0.002499 and have a three year term (see note 5). During the three months ended July 31, 2015, the Company issued 2,822,912 units to an investor, the Company’s CEO, for proceeds of $4,300. Each unit consists of one share of the Company’s common stock and one warrant to purchase one share each of the Company’s common stock. The warrants have an exercise price of $0.002130 and have a three year term (see note 5). During the three months ended October 31, 2015, $77,643 of the December 2014 Note were converted into 77,194,959 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from $0.00090 to $0.00115. During the three months ended October 31, 2015, $62,160 of the August 2013 Note were converted into 60,642,857 shares of the Company’s common stock. The conversions occurred on multiple dates with conversion prices ranging from $0.00098 to $0.00105. During the three months ended October 31, 2015, the Company issued 16,077,170 units to an investor for total proceeds of $25,000. Each unit consists of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock. The warrants have an exercise price of $0.00218 and have a three year term (see note 5). During the three months ended October 31, 2015, the Company issued 1,851,852 units to an investor for total proceeds of $3,000. Each unit consists of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock. The warrants have an exercise price of $0.00227 and have a three year term (see note 5). During the three months ended October 31, 2015, the Company issued 5,733,000 shares to a former service provider for services totaling $10,320. On June 20, 2015, we entered into an investment agreement (the “Investment Agreement”) with Tangiers Investment Group, LLC (the “Investor”), whereby the Investor has agreed to invest up to $8,000,000 to purchase shares of our common stock. Subject to the terms and conditions of the Investment Agreement and a registration rights agreement, we may, in our sole discretion, deliver a 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 one hundred and fifty percent (150%) 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 an accumulative amount per month of $100,000. The minimum amount shall be equal to $5,000. In connection with the Investment Agreement, we also entered into a registration rights agreement dated June 20, 2015, whereby we agreed to file a Registration Statement on Form S-1 with the Securities and Exchange Commission within thirty (30) days of the date of the registration rights agreement and to have the Registration Statement declared effective by the Securities and Exchange Commission within ninety (90) days after we have filed the Registration Statement. We filed Form S-1 on July 2, 2015 and Form S-1 Amendment No. 1 on July 29, 2015, for registration of 100,000,000 shares of the Company’s common stock under the Investment Agreement, which was declared effective by the Securities and Exchange Commission on August 5, 2015. During the three months ended October 31, 2015, the Company issued an aggregate of 89,209,703 shares of common stock for total proceeds of $108,826 to Tangiers Investment Group, LLC under the Investment Agreement. At October 31, 2015 there were 363,500 non-qualified stock options outstanding with a weighted average exercise price of $0.697 per option; of those options 363,500 are exercisable. At October 31, 2015 there were 85,421,374 incentive stock options outstanding with a weighted average exercise price of $0.042 per option; of those options, 84,951,211 are exercisable with a weighted average exercise price of $0.042. During the Nine Months Ended October 31, 2015 we recognized $8,424 of compensation expense related to incentive and non-qualified stock options previously granted to officers, employees and consultants. Additionally, we recognized $29,067 of compensation expense related to the five year extension of 77,500,000 options to directors of the Company, extending the expiration date from August 2015 to August 2020, at their original exercise price of $0.038. NOTE 9 – Subsequent events In November 2015, $60,900 of the December 2014 Note was converted into 44,126,582 shares of the Company’s common stock. In November 2015, the Company issued 10,790,297 shares of common stock for proceeds of $20,925 to Tangiers Investment Group, LLC under the Investment Agreement. On November 2, 2015, we entered into a promissory note (the “November 2015 Note”) for a principal sum of up to $500,000. The consideration is up to $450,000, which would produce an original issue discount of $50,000 if all the consideration is received. The lender paid $50,000 upon closing pursuant to the terms of the November 2015 Note. The maturity date is two years from the effective date of each payment, as well as any unpaid interest and other fees. The November 2015 Note may be convertible into shares of common stock of our company at any time at a conversion price of 70% of the average of the three lowest closing prices in the 20, trading days previous to the conversion. We may repay the November 2015 Note at any time on or before 90 days from the effective date of the November 2015 with an interest rate of 0%, after which we may not make any further payments on the November 2015 Note prior to the maturity date without written approval from the lender. If we elect not to repay the November 2015 Note on or before 90 days from the effective date of the November 2015, a one-time interest charge of 12% will be applied to the principal sum. The Company filed a Form S-1 on November 4, 2015, and a Form S-1, Amendment No. 1 on November 25, 2015, to register an additional 350,000,000 shares under the Investment Agreement, and is subject to approval by the Securities and Exchange Commission. On December 4, 2015, the Company issued 1,655,629 units to an investor for proceeds of $5,000. Each unit consists of one share of the Company’s common stock and one warrant to purchase one share each of the Company’s common stock. The warrants have an exercise price of $0.00423 and have a three year term (see note 5). On December 29, 2015,2023, the Company entered into an agreement with a convertible promissory note (the “December 2015 Note”consultant to provide geological services and support to the Company on an as required basis. As compensation, the Company pays a $4,000 per month stipend, plus field work at $300 per day, granted the consultant 10,000 options at signing and monthly stock options of 4,000 per month. The options expire in three years. On November 21, 2023, the Company engaged NISS Drilling Services to undertake diamond core drilling at Liberty Star’s Red Rock Canyon Gold Project (“RRC”) within the larger Hay Mountain Project (“HMP”) in southeast Arizona and HMP Target 1 near the RRC, for a principal sum of $50,000, due on demand by the lender at any time on or after September 29, 2016, with interest at 12% per annum. The lender paid $49,000 upon closing of the December 2015 Note. The December 2015 Note may be convertible into shares of the common stockfirst drilling of our companygold and copper properties. As of December 4, 2023, NISS drilling crew and equipment are on-site at any time at a conversion price of the lower of: (i) a 45% discount toHay Mountain Project, along with Liberty Star’s exploration crew supervising the second lowest trading price during the previous ten trading days to the date of a conversion notice; or (ii) a 45% discount to the second lowest trading price during the previous ten trading days before the date the December 2015 Note was executed (December 29, 2015).program. F-32 F-35 Management’s Discussion and Analysis of Financial Condition and Results of Operations. Our management’s discussion and analysis provides a narrative about our financial performance and condition that should be read in conjunction with Much of the audited and unaudited consolidated financial statements and related notes theretoinformation included in this prospectus. This discussion contains forward lookingquarterly report includes or is based upon estimates, projections or other “forward-looking statements”. Such forward-looking statements reflectinginclude any projections or estimates made by us and our management in connection with our business operations. 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. Such estimates, projections or other “forward-looking statements” involve various risks and estimatesuncertainties as outlined below. We caution the reader that important factors in some cases have affected and, assumptions about events and trends that mayin the future, could materially affect our future operating results or financial position. Our actual results and the timing of certain events couldcause actual results to differ materially from those discussedthe results expressed in these forward-looking statements due to a number of factors, including, but not limited to, those set forth in the sections of this prospectus titled “Risk Factors” beginning at page 6 above and “Forward-Looking Statements” beginning at page 11 above.any such estimates, projections or other “forward-looking statements”. Overview 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”) iswas 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. We In October 2014, we formed theour wholly owned subsidiary, Hay Mountain Holdings LLC (“HMH”) (formerly known as Hay Mountain Super Project LLC (“HMSP LLC”) incorporated on October 24, 2014,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 an exploration company engaged in the acquisition and exploration of mineral properties in the Statesstate of Arizona and Alaska.the Southwest USA. Claims in the State of Alaska are held in the name of our wholly-owned subsidiary, Big Chunk Corp. Claims in the Statestate 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, within a mineral province such as the Arizona Strip or a large structural feature such as calderas which occur at Big Chunk, East Silver Bell, and Tombstone, any one or more of which could potentially contain commercially viable quantities of minerals. Our significant projects are described below. North Pipes Super Project (“North Pipes” and “NPSP”): Located in Northern Arizona on the Arizona Strip, we plan to ascertain whether the NPSP claims possess commercially viable deposits of uranium and associated co-product metals. We have not identified any ore reserves to date. Big Chunk Super Project (“Big Chunk”): Located in the Iliamna region of Southwestern Alaska, we plan to ascertain whether the Big Chunk claims possess commercially viable deposits of copper, gold, molybdenum, silver, palladium rhenium and zinc. We have not identified any ore reserves to date. Tombstone Super Project (“Tombstone”) (formerly referred to as “Tombstone Porphyry Precious Metals Project”): Tombstone is located in Cochise County, Arizona and the Super Project covers the Tombstone caldera and its environs. Within the Tombstone Calderacaldera is the Hay Mountain target where we are concentrating our work 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.Elements (“REEs”). We have not identified any ore reserves to date. 35 East Silver Bell Porphyry CopperOn 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) From July 14th to August 5th, 2020, field mapping was conducted in the Hay Mountain Project area, 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. 23 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. 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 sq miles at our Hay Mountain Project. 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 6th. 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. On May 21, 2021, the Company announced the public release of its latest technical report. The Technical Report on the Red Rock Canyon Gold Property Cochise County, Arizona (“RRC Technical Report” “The Report”). The Report was prepared by Broadlands Mineral Advisory Services Ltd., owned and operated by Liberty Star’s independent director Bernard J. Guarnera, P.ENG., QP, CMA. Mr. Guarnera authored The Report. His findings include that the Red Rock Canyon tract contains “gold at grades that are now considered economic” (p.1). Further, the compilation of previous drilling results, by others as noted in The Report, (p.30) indicates that 12 of 17 intercepts reported gold at grades above what is considered current cut off grades, 0.022 oz per ton (0.68 gpt). These historical intercepts range from five (5) to forty-five (45) feet in vertical extent and reveal multiple mineralized zones. Grades in the larger intercepts are reported up to 0.182 ounces per ton (5.66 gpt). Additionally, Liberty Star collected fifteen (15) more rock samples on a recent field visit near and at the locations of past drilling. The new field assays to confirm similar grades in the corresponding outcrops. These assay results have been posted to the Liberty Star website. 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 21st that the results were forthcoming on the heels of its latest technical report focused on the gold prospect at Red Rock Canyon. 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 August 20, 2021, the Company executed a financing agreement for the purpose of drilling for the Red Rock Canyon Gold Project, in Cochise County, Arizona. The agreement allows 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 an S1 registration now effective. As of December 31, 2022, the purchase agreement expired. On November 21, 2023, the Company engaged NISS Drilling Services to undertake diamond core drilling at Liberty Star’s Red Rock Canyon Gold Project (“East Silver Bell”RRC”): Located northwest within the larger Hay Mountain Project (“HMP”) in southeast Arizona and HMP Target 1 near the RRC, for first drilling of Tucson, Arizona, we plan to ascertain whetherour gold and copper properties. As of December 4, 2023, NISS drilling crew and equipment are on-site at the East Silver Bell claims possess commercially viable deposits of copper. We have not identified any ore reserves to date.Hay Mountain Project, along with Liberty Star’s exploration crew supervising the program. Title to mineral claims involves certain inherent risks due to difficulties ofin 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 ourits 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. 24 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 an ore reserve (an ore reserve is a commercially viable mineral deposit).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 “material of economic interest”. Please see exhibit 6 with our RRC Technical report prepared by a qualified person for more details and analysis. 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. Letter Agreement The extent to which the coronavirus disease (“COVID-19”) impacts our businesses will depend on future developments, which are highly uncertain and Secured Convertible Notescannot 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. Currently, the Company has not experienced a significant impact on its businesses related to COVID-19. However, COVID-19 did, and continues to, impact us significantly with Northern Dynasty Minerals Ltd.delays in acquiring a JV to begin our primary drilling project. On July 15, 2010, we issued a secured convertible promissory note bearing interest at a rate Results of 10% per annum compounded monthly (the “2010 Convertible Note”) to Northern Dynasty Minerals Ltd (“Northern Dynasty”). During the year ended January 31, 2012, the agreement with Northern Dynasty was amended to issue additional secured convertible promissory notes totaling $730,174 to reimburse Northern Dynasty for assessment work, rental fees, cashOperations Material Changes in lieu of assessment work and filing fees on the mineral claims that were paid in fiscal 2011 and fiscal 2012 because we could not come to an agreement on the earn-in option and joint venture agreement with Northern Dynasty. As part of the transaction noted above, Northern Dynasty could earn a 60% interest in our Big Chunk project in Alaska (the “Joint Venture Claims”) by spending $10,000,000 on those properties over six years. The borrowings from Northern Dynasty could be applied as part of Northern Dynasty’s earn-in requirements. Northern Dynasty’s minimum annual expenditures under the earn-in would be the minimum level necessary to keep the Joint Venture Claims in good standing. Northern Dynasty could elect to abandon the earn-in at any time on 30 days’ notice, so long as sufficient annual labor was performed, or a cash payment in lieu of labor was made, in order to fulfill the annual labor requirementsFinancial Condition for the Joint Venture Claims for a minimum of 12 months after termination of the earn-in. No such notice by Northern Dynasty was received. On November 14, 2012, we signed a loan settlement agreement with Northern Dynasty which would have discharged the $3,730,174 principal balance and $1,592,769 of accrued interest for the 2010 Convertible Note and would have terminated Northern Dynasty’s earn-in rights. In exchange for the settlement, we initiated the transfer of 199 Alaska mining claims to Northern Dynasty’s subsidiary, U5 Resources. However, MBGS, LLC filed liens against the claims before the transfer could be completed. In March 2014, Liberty Star and Big Chunk entered into a settlement agreement with MBGS, LLC, following a resolution conference conducted in Anchorage, Alaska whereby all Northern Dynasty claims recorded by MBGS, LLC were released. As a result of the settlement agreement with MBGS, LLC, the Company completed its loan settlement agreement with Northern Dynasty and discharged the principal balance and accrued interest for the 2010 Convertible Note and terminated Northern Dynasty’s earn-in-rights. A gain of $5,322,943 for the settlement of the Northern Dynasty debt and accrued interest was recorded in other income during the six months ended July 31, 2014. 36 Results of Operations Years Ended January 31, 2015 and 2014 We had net income of $4,115,431 for the year ended January 31, 2015 compared to a net loss of $2,318,047 for the year ended January 31, 2014. Net income increased by $6,433,478 due to the $5,322,943 gain on the debt settlement of debt with Northern Dynasty, a decrease in salaries and benefits of $220,322 due to a decrease in stock option grants, and a decrease in geological and geophysical costs of $290,067 due to decreased survey and land research. Nine Month PeriodsNine-Month Period Ended October 31, 2015 and 20142023 We had a net loss of $1,217,631 for the nine months ended October 31, 2015 compared to net income of $4,316,525 for the nine months ended October 31, 2014. We incurred a one-time non-recurring gain of $5,322,943 during the nine months ended October 31, 2014 due to our settlement of the Northern Dynasty Note. Under the terms of the settlement agreement, signed in November, 2012, our Alaska incorporated subsidiary Big Chunk Corp. transferred to a subsidiary of Northern Dynasty a number of Alaska State mineral claims in exchange for the forgiveness of the $3,730,174 principal balance and $1,592,769 of accrued interest that our company owed Northern Dynasty under the 2010 Convertible Note. The settlement agreement also terminated other contractual rights of Northern Dynasty. The settlement agreement was considered completed by our company in 2012 but Northern Dynasty did not acknowledge its completion until March 2014. During the period of over one year that the dispute continued as to whether the settlement agreement had been completed, our company continued to accrue the principal and interest that was claimed by Northern Dynasty and reported that amount as a liability in our financial statements. The “gain” in the first quarter of fiscal 2015 of our company recognizes that the debt and interest under the 2010 Convertible Note are now settled and no longer claimed by Northern Dynasty. During the nine months ended October 31, 2015, we had a decrease of approximately $72,521 in geological and geophysical costs compared to the nine months ended October 31, 2014, due to a decrease in geochemical reports ordered by the Company. We had a decrease in public relations expenses of approximately $93,374 during the nine months ended October 31, 2015, as compared to the nine months ended October 31, 2014, due to decreased seminar and conference activity. We had an increase in legal expenses of approximately $14,871 during the nine months ended October 31, 2015, as compared to the nine months ended October 31, 2014, due primarily to the costs associated with the Company’s Form S-1 Registration Statements filed in July and November of 2015. We incurred a non-cash gain on the change in fair value of our derivative liabilities of $70,766 during the nine months ended October 31, 2015, as compared to a gain of $396,686 during the nine months ended October 31, 2014, due to the embedded conversion features in our debt instruments that require us to record our equity linked instruments including outstanding warrants and fixed rate convertible debt at fair value during the nine months ended October 31, 2015 and 2014. Liquidity and Capital Resources We had cash and cash equivalents in the amount of $4,377$721,737 as of October 31, 20152023, compared to $53,517$32,616 as of January 31, 2015.2023. We had negative working capital of $843,472$339,755 as of October 31, 20152023, compared to $1,251,939a working capital deficit of $570,556 as of January 31, 2015.2023. We used $424,529$424,303 of net cash in operating activities during the nine months ended October 31, 20152023, which was utilized primarily for working capital. We also utilized our cash funds to continue exploration activities at our Hay Mountain mineral lands by working on geochemical interpretation of the soil, rock chip and vegetation sampling and ztem (aeormagneticsZTEM (aeromagnetics and aero electromagnetics). We purchased $4,303 of new equipment during the nine months ended October 31, 2015. We have been raising capital primarily by issuing convertible promissory notes, and selling equity by way of private placementsrelated party notes and the Investment Agreement with Tangiers Investment Group, LLC.sale of common stock. We intend to continue to raise capital from such sources. In addition to seeking sources of funding through the sale of equity, we may seek to enter into joint venture agreements, or other types of agreements with other companies to finance our projects for the long term. In addition, we may choose to sell a portion of our assets to finance our projects. Should our properties prove to be commercially viable, we may be in a position to seek debt financing to help build infrastructure, and eventually we may obtain revenues from commercial mining of our properties. 37 Material Changes in Results of Operations for the Year Ended January 31, 2023 and 2022 We had a net income of $565,595 for the fiscal year ended January 31, 2023 compared to net loss of $438,681 for the fiscal year ended January 31, 2022. Net income increased by $1,004,276 due primarily to the gain on settlement of debt related to the settlement with the Company’s former CEO, James Briscoe. Material Changes in Results of Operations for the Nine-Month Periods Ended October 31, 2023 and 2022 We had a net loss of $574,567 for the nine months ended October 31, 2023, compared to a net income of $626,913 for the nine months ended October 31, 2022. The change in net loss was primarily due to a gain on settlement of debt of $998,284 related to the settlement with James Briscoe recorded in the prior year. 25 During the nine months ended October 31, 2023, we had an increase of $56,627 in geological and geophysical expenses compared to the nine months ended October 31, 2022, due primarily to an increase in geologist fees and filing fees for the nine month period. During the nine months ended October 31, 2023, we had an increase of $24,500 in salaries and benefit expenses compared to the nine months ended October 31, 2022, due to an increase in wages, benefits and reimbursements. During the nine months ended October 31, 2023, we had a decrease of $17,654 in professional services compared to the nine months ended October 31, 2022, due primarily to a decrease in the contractor fees. We had a decrease in general and administrative expenses of $230,804 during the nine months ended October 31, 2023, as compared to the nine months ended October 31, 2022 which was due to a decrease in stock-based compensation. We had an increase in interest expense of $4,460 during the nine months ended October 31, 2023 as compared to the nine months ended October 31, 2022, due primarily to the conversion of convertible notes payable. We had a gain of $160,551 and $490,849 on change in fair value of derivative liability for the nine months ended October 31, 2023 and 2022, respectively. Liquidity and Capital Resources We had cash and cash equivalents in the amount of $721,737 as of October 31, 2023. We had a working capital of $339,755 as of October 31, 2023. We used cash in operating activities of $424,303 for the nine months ended October 31, 2023. 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 of 1933. On July 15, 2010, we issued a secured convertible promissory note bearing interest at a rate of 10% per annum compounded monthly (the “2010 Convertible Note”) to Northern Dynasty Minerals Ltd (“Northern Dynasty”). DuringFebruary 3, 2023, the year ended January 31, 2012, the agreement with Northern Dynasty was amended to issue additional secured convertible promissory notes totaling $730,174 to reimburse Northern Dynastyfor assessment work, rental fees, cash in lieu of assessment work and filing fees on the mineral claims that were paid in fiscal 2011 and fiscal 2012 because we could not come to an agreement on the earn-in option and joint venture agreement with Northern Dynasty. As part of the transaction noted above, Northern Dynasty could earn a 60% interest in our Big Chunk project in Alaska (the “Joint Venture Claims”) by spending $10,000,000 on those properties over six years. The borrowings from Northern Dynasty could be applied as part of Northern Dynasty’s earn-in requirements. Northern Dynasty’s minimum annual expenditures under the earn-in would be the minimum level necessary to keep the Joint Venture Claims in good standing. Northern Dynasty could elect to abandon the earn-in at any time on 30 days’ notice, so long as sufficient annual labor was performed, or a cash payment in lieu of labor was made, in order to fulfill the annual labor requirements for the Joint Venture Claims for a minimum of 12 months after termination of the earn-in. No such notice by Northern Dynasty was received. On November 14, 2012, we signed a loan settlement agreement with Northern Dynasty which would have discharged the $3,730,174 principal balance and $1,592,769 of accrued interest for the 2010 Convertible Note and would have terminated Northern Dynasty’s earn-in rights. In exchange for the settlement, we initiated the transfer of 199 Alaska mining claims to Northern Dynasty’s subsidiary, U5 Resources. However, MBGS, LLC filed liens against the claims before the transfer could be completed. In March 2014 Liberty Star and Big ChunkCompany entered into a settlement agreement with MBGS, LLC, following a resolution conference conducted in Anchorage, Alaska whereby all Northern Dynasty claims recorded by MBGS, LLC were released. As a result of the settlement agreement with MBGS, LLC, the Company completed its loan settlement agreement with Northern Dynasty and discharged the principal balance and accrued interest for the 2010 Convertible Note and terminated Northern Dynasty’s earn-in-rights. A gain of $5,322,943 for the settlement of the Northern Dynasty debt and accrued interest was recorded in other income during the three months ended April 30, 2014. In August 2013, we entered into a promissory note (the “August 2013 Note”) for a principal sum of $555,000 plus accrued and unpaid interest and any other fees. The consideration is up to $500,000, which would produce an original issue discount of $55,000 if all the consideration is received. The lender paid $150,000 upon closing pursuant to the terms of the August 2013 Note. The August 2013 Note has a maturity of one year from the delivery of each payment. The August 2013 Note may be convertible into shares of common stock of our company at any time from 180 days after the date of each payment of consideration, at a conversion price which is 70% of the average of the three lowest closing prices in the 20 trading days previous to the conversion. We may repay the August 2013 Note at any time on or before 90 days from the effective date of the August 2013 Note with an interest rate of 0%, after which we may not make any further payments on the August 2013 Note prior to the maturity date without written approval from the lender. If we elect not to repay the August 2013 Note on or before 90 days from the effective date of the August 2013 Note, a one-time interest charge of 12% will be applied to the principal sum. We elected not to pay the $150,000 portion of the August 2013 Note within 90 days from the effective date. After the $150,000 portion of the August 2013 Note became convertible, the note holder elected to convert the principal and interest totaling $186,480 into 17,937,915 shares of the company’s common stock during the months of February through May of 2014. On December 9, 2013, we received additional consideration of $75,000 pursuant to the terms of the August 2013 Note. We elected not to pay the $75,000 portion of the August 2013 Note within 90 days from the effective date. In June, July and August 2014, the note holder converted principal and interest totaling $93,240 into 9,983,507 shares of the Company’s common stock. On June 24, 2014 and September 3, 2014, we received additional consideration of $75,000 and $75,000, respectively, pursuant to the terms of the August 2013 Note. In December 2014 and January 2015, the note holder converted principal and interest totaling $41,961 into 5,900,000 shares of the Company’s common stock. On February 25, 2015, we received additional consideration of $50,000 pursuant to the terms of the August 2013 Note. During the three months ended April 30, 2015, the note holder converted principal and interest totaling $105,733 into 30,800,000 shares of the Company’s common stock. During the three months ended July 31, 2015, the note holder converted principal and interest totaling $38,784 into 31,715,187 shares of the Company’s common stock. On August 28, 2015, we received additional consideration of $50,000 with $5,500 of original issue discount pursuant to the terms of the August 2013 Note. During the three months ended October 31, 2015, the note holder converted principal and interest totaling $62,160 into 60,642,857 shares of the Company’s common stock. As of October 31, 2015, we had $55,500 of principal and interest outstanding for the August 2013 Note. On November 18, 2013, we entered into a securities purchase agreement (the “November 2013 Note”), whereby we agreed to issue a convertible note to one lender in the principal amount of $250,000. The proceeds from the note were $225,000, which created an original issue discount of $25,000. The note was payable in full on November 18, 2014 and bears no interest except in an event of default. The lender may, at its option, after the 183rd day (after May 20, 2014) following the closing date, convert the principal amount or any portion of such principal amount of the note into shares of common stock of our company at the price equal to the lesser of (a) 100% of the volume weighted average price (VWAP), as reported on the closing date (November 18, 2013), and (b) 70% of the average of the 5 day VWAP immediately prior to the day of conversion. On November 13, 2014, we entered into an Assignment of Promissory Note & Acknowledgment, whereby we consented to an assignment of the note to another lender, pursuant to which $250,000 remains owing by the Company. The maturity date of the November 2013 Note was extended to November 18, 2015. From November 2014 through January 2015, the new noteholder converted principal of $102,500 into 11,792,944 shares of the Company’s common stock. During the three months ended April 30, 2015, the new noteholder converted principal of $125,001 into 29,248,823 shares of the Company’s common stock. During the three months ended July 31, 2015, the new noteholder converted principal and interest of $28,046 into 18,995,113 shares of the Company’s common stock. As of October 31, 2015, we had $0 of principal and interest outstanding for the November 2013 Note. In August 2014, we received $150,000 pursuant to the terms of a convertible promissory note with 1800 Diagonal Lending in the aggregate principal amount of $48,675 (the “August 2014“February 2023 Note”) dated August 26, 2014.. The Notenote bears interest at 12%8%, is duewith an Original Issue Discount of $4,425 plus an additional $4,250 to pay for transaction fees of the lender, matures on August 26, 2015,February 2, 2024, and is convertible after 180 days at a 45% discount to the average of the daily VWAP prices for the previous 10 trading days before the date of conversion During the three months ended April 30, 2015, the new noteholder converted principal of $160,834 into 56,676,739 shares of the Company’s common stock. As of October 31, 2015, we had $0 of principal and interest outstanding for this Note. On October 14, 2014, we entered into a securities purchase agreement, whereby we agreed to issue a convertible note (the “October 2014 Note”) to one lender in the principal amount of $105,000. The Note is payable in full on October 14, 2015, bears interest at the rate of 10% per annum, and includes a $5,000 original issuance discount. The Note may be convertible into shares of common stock of our company at any time from 180 days after the execution date of the Note at a price per share of 40% discount to75% of the average of the daily VWAP forlowest 5 weighted average market prices of the previous fiveCompany’s common stock during the 10 trading days beforeprior to conversion. On March 24, 2023, the dateCompany entered into a convertible promissory note with 1800 Diagonal Lending in the aggregate principal amount of conversion. During$48,675 (the “March 2023 Note”). The note bears interest at 8%, with an Original Issue Discount of $4,425 plus an additional $4,250 to pay for transaction fees of the three months ended April 30, 2015, the note holder converted principallender, matures on March 24, 2024, and interest totaling $57,000is convertible after 180 days into 26,000,000 shares of the Company’s common stock. During the three months ended July 31, 2015, the note holder converted principal and interest totaling $53,901 into 48,878,264 shares of the Company’s common stock. As of October 31, 2015, we had $0 of principal and interest outstanding for this Note. 38 On December 3, 2014, we entered into a note purchase agreement, whereby we agreed to issue a convertible note (the “December 2014 Note”) to lender in the principal amount of $210,000, with a $10,000 original issuance discount. The initial purchase price was $105,000 of consideration of which $100,000 was received our company and $5,000 was retained through the original issue discount. An additional $50,000 was received on February 27, 2015 with a $2,500 original issue discount. An additional $30,000 was received on June 11, 2015 with a $1,500 original issue discount. An additional $20,000 was received on July 9, 2015 with a $1,000 original issue discount. The Note bears interest at 10%, is due on December 3, 2016, and is convertible after six months of advance of fundsstock at a 37.5% discount to the average of the daily VWAP prices for the previous 5 trading days before the date of conversion. During the three months ended July 31, 2015, the note holder converted principal and interest totaling $69,357 into 61,028,598 shares of the Company’s common stock. During the three months ended October 31, 2015, the note holder converted principal and interest totaling $77,643 into 77,194,959 shares of the Company’s common stock. As of October 31, 2015, we had of $79,376 of principal and interest outstanding for this Note. On November 2, 2015, we entered into a promissory note (the “November 2015 Note”) for a principal sum of up to $500,000. The consideration is up to $450,000, which would produce an original issue discount of $50,000 if all the consideration is received. The lender paid $50,000 upon closing pursuant to the terms of the November 2015 Note. The maturity date is two years from the effective date of each payment, as well as any unpaid interest and other fees. The November 2015 Note may be convertible into shares of common stock of our company at any time at a conversion price of 70%75% of the average of the three lowest closing5 weighted average market prices inof the 20Company’s common stock during the 10 trading days previous to the conversion. We may repay the November 2015 Note at any time on or before 90 days from the effective date of the November 2015 with an interest rate of 0%, after which we may not make any further payments on the November 2015 Note prior to the maturity date without written approval from the lender. If we elect not to repay the November 2015 Note on or before 90 days from the effective date of the November 2015, a one-time interest charge of 12% will be applied to the principal sum.conversion. On December 29, 2015 (the “Issuance Date”), Liberty Star Uranium & Metals Corp. (the “Company”) issued a 12% Convertible Promissory Note (the “JSJ Note”) to JSJ Investments, Inc. (“JSJ”) in the principal amount of $50,000 (the “Principal Amount”). The JSJ Note bears interest at the rate of 12% per annum (the “Interest”) and is due September 29, 2016 (the “Maturity Date”). The JSJ Note may be repaid in full, together with any accrued and unpaid interest, plus any applicable prepayment premium at any time on or prior to the date which occurs 180 days after the Issuance Date in accordance with the terms and conditions of the JSJ Note (the “Prepayment Date”). At any time after the Prepayment Date, including prior to, upon, or after the Maturity Date, JSJ shall be entitled to convert all of the outstanding and unpaid Principal Amount of the JSJ Note into fully paid and non-assessable shares of common stock of the Company at a conversion price which is the lower of (i) a 45% discount to the second lowest trading price during the previous ten trading days to the date of the conversion notice or (ii) a 45% discount to the second lowest trading price during the previous ten days before the Issuance Date. Off-Balance Sheet Arrangements 26 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. 39 Presentation of Financial InformationITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Our consolidated financial statements for the year ended January 31, 2015 reflect financial information for the years ended January 31, 2015 and 2014. Since we have not generated any revenue, we have included a reference to our ability to continue as a going concern in connection with our consolidated financial statements for the years ended January 31, 2015 and 2014. Our accumulated stockholders’ equity (deficit) at January 31, 2015, was $(1,326,859) and the net loss from operations for the year ended January 31, 2015 was $1,046,784. 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 financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. 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 condensed consolidated financial statements as of October 31, 2015. Our total stockholders’ deficit at October 31, 2015 was $905,219. These condensed 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 condensed 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 condensed consolidated financial statements. We report convertible promissory notes as liabilities at their carrying value less unamortized discounts in accordance with the applicable accounting guidance. We record conversion options and detachable common stock purchase warrants and report them as derivative 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. For common stock purchase warrants reported as a derivative liability, as well as new and modified warrants reported as equity, we utilize a Monte Carlo options model in order to determine fair value. 40 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Directors and Executive Officers Directors and Executive Officers All directors of our company hold office until the next annual meeting of ourthe stockholders or until their successors have been elected and qualified, or until their death, resignation or removal.qualified. The executive 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 ofas such, are as follows: Name Position Position(s) Held with Ourthe Company Age Age Date First Elected or Appointed James BriscoePeter O’Heeron President, Chief Executive Officer, Chief 74 February 3, 2004 Financial Officer, Chairman of the Board, and Director Gary Musil Secretary and DirectorTreasurer 65 October 23, 2003 John Guilbert60 Director 84 February 5, 2004 Keith Brill Director 37 December 23, 2009 Peter O’Heeron Director 52 September 6, 2012 Brett Gross Director 56 October 20, 2014 Patricia Madaris Chief Financial Officer, VP Finance 64 72 May 8, 2015 Nicholas Hemmerly Director 40 September 26, 2022 Saleem Elmasri Director 37 August 16, 2023 Business Experience The following is a brief account of the education and business experience of directors and executive officers during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed. James BriscoePeter O’Heeron. Mr. Briscoe was appointedO’Heeron serves as our Chief Executive Officer, President, Chairman and a director on February 3, 2004. Mr. Briscoe became the interim Chief Financial Officer on July 31, 2008. Mr. Briscoe is a Registered Professional Geologist in the states of Arizona and California. From 1996 to April 2005, Mr. Briscoe was the Vice President of Exploration, and Chairman of the Board, of JABA Exploration Inc., a TSX Venture Exchange Canadian public company. Mr. Briscoe was also the President, Chief Executive OfficerDirector, Secretary, and a Geologist of JABA (US) Inc. and President of Compania Minera JABA, S.A. de C.V. in Mexico. Compania Minera JABA, S.A. de C.V. is no longer active and is in the process of dissolution. During the periods of time indicated below, Mr. Briscoe served in the positions listed for the following two Canadian public companies: Company Title From To 1. Excellon VP Exploration April 1994 January 1996 2. JABA Inc. CEO January 1980 April 2005 41 We believe Mr. Briscoe is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations, which he gained from working for our company as described above, in addition to his business experience as described above. Gary Musil Mr. Gary Musil was appointed as one of our directors on October 23, 2003 and is presently our corporate Secretary. Mr. Musil was our Chief Executive Officer and Chief Financial Officer from October 23, 2003 to February 3, 2004. Mr. Musil hasTreasurer. With more than 3025 years of managementmedical 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 financial consulting experience. Mr. Musil has served as an officerbiologics, to medical devices and director on numerous public mining companies since 1988. This experience has resulted in his overseeing exploration projects in Peru, Chile, Eastern Europe (Slovak Republic), British Columbia, Ontario, Quebec and New Brunswick (Canada).patient centered healthcare delivery. Prior to this, he was employed for 15 years with Dickenson Mines Ltd.founding SpinalCyte, LLC, Mr. O’Heeron founded and Kam-Kotia Mines Ltd. as a controller for the producing silver/lead/zinc mine in the interior of British Columbia, Canada. Mr. Musil currentlystill serves as an officer/directorCEO of four TSX Venture Exchange public companies in Canada. Mr. Musil has been the President, Chief Executive Officer, Chief Financial Officer and a director of International Montoro Resources Inc., a TSX Venture company and a reporting issuer in Canada, since February 1999. Mr. Musil has been the chief financial officer and secretary and a director of Belmont Resources Inc., a TSX Venture company and a reporting issuer in Canada, since August 1992. Mr. Musil has been the chief financial officer and a director of Megastar Development Corp, a TSX Venture company and a reporting issuer in Canada, since July 2006. Mr. Musil has been the Chief Financial Officer and secretary of Highbank Resources Ltd., a TSX Venture company and a reporting issuer in Canada, since December 1988. We believe Mr. Musil is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations, which he gained from working for our company as described above, in addition to his education and business experience as described above. John Guilbert Dr. Guilbert was appointed as one of our directors on February 5, 2004. Dr. Guilbert is a Professor Emeritus at the University of Arizona and is a world-renowned geologist and author of the book The Geology of Ore Deposits, a popular 900 page text used throughout the world and a co-developer of the Lowell-Guilbert porphyry copper model and recipient of two mining awards, the R.A.F. Penrose Medal and the D.C. Jackling Award. These gold medal awards, the most coveted in American Mining, were awarded back-to-back in successive years. Dr. Guilbert has served as a director of Excellon Inc. a Vancouver Stock Exchange listed company from 1992 – 1996. Dr. Guilbert has served as a Board Chairman and director for JABA Inc., an Alberta Stock Exchange (later CDNX then TSX) listed company from 1996 – 2002. We believe Dr. Guilbert is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations, which he gained from working for our company as described above, in addition to his education and business experience as described above. Keith Brill Mr. Brill was appointed as one of our directors on December 23, 2009. Mr. Brill received an International Master of Business Administration (IMBA) from the Moore School of Business, University of South Carolina in May 2005. He graduated from the South Carolina Honors College, University of South Carolina in May 2003 with a Bachelor of Science, magna cum laude, major in Economics and Finance, minor in Spanish. Mr. Brill has been a management consultant with PA Consulting Group, Inc., a leading global consulting firm, since 2004. He has provided multinational Fortune 500 companies with consulting advice on topics including cost reduction, operational efficiency, and IT strategy. Mr. Brill has extensive experience in conducting ROI analysis, developing business cases, and providing strategic financial advice on major business transformation programs. We believe Mr. Brill is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations, which he gained from working for our company as described above, in addition to his education and business experience as described above. 42 Pete O’Heeron Mr. O’Heeron joined the board in September, 2012. Mr. O’Heeron leads an operational investment group, Advanced Medical Technologies, LLC, which identifies early stage opportunities in the medical field with strong intellectual property positions. Through his 20+ yearspotential. Mr. O’Heeron’s previous experience includes the founding of medical product development experience, Mr. O’Heeron brings together the resources from strategic disciplines necessary to commercialize unique technologies. Prior to founding Advanced Medical Technologies LLC, Mr. O’Heeron founded NeoSurg Technologies Inc. to develop a minimally invasive access system. As a result of his efforts, NeoSurg Technologies was successful in developinglaunching the T2000 Minimally Invasive Access System, the world leader in reposablewhich reduced surgical instrumentation.equipment cost by over 60%. Mr. O’Heeron completed the sale of NeoSurg Technologies to CooperSurgical in 2005.CooperSurgical. Mr. O’Heeron graduated from Texas State University withwas employed by Christus Health Care Corporation in a BSvariety of executive-level positions. Mr. O’Heeron has provided strategic advisory services to healthcare companies in Healthcare Administrationthe areas of biologics, surgical instrumentation and a minor in Business Administration. Hetelemedicine. Mr. O’Heeron received his Masters in Healthcare Administration from the University of Houston.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. 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 5 patentsa Bachelor of Science in Accounting and has 4 patents pending.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. 27 We believe Mr. O’HeeronHemmerly is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations, which he gained from working with our company as described above, in addition to his education andextensive business experience as described above. He also catalyzed a negotiation with Northern Dynasty which benefited Saleem Elmasri: Appointed to the company by millionsBoard of dollars. Brett Gross Mr. Gross was appointed as one of our directors on October 20, 2014. Mr. GrossDirectors, August, 2023. Saleem Elmasri (CPA) is a mining engineer (BS, Ohio State University, 1982; MS, Virginia Polytechnic Institute, 1988; PE, Colorado and Alabama) and attorney (JD, University of Denver, 2001)seasoned business professional with over 3015 years of experience both domesticin financial and international. His work experience includes surfacemanagement consulting. He began his career at PricewaterhouseCoopers and underground mining operations, engineering,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 delivery of construction mega-projects across multiple industrialcomplex accounting advisory. Saleem has helped his clients navigate transformational endeavors such as acquisitions, divestitures, mergers, and commercialrestructurings. 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 the practice of law related to each of these sectors. Mr. Gross brings a combination of professional skills that benefits every aspect of our business. Mr. Gross’ engineering career began at Virginia Tech, with researchdivestitures, and various SEC or audit compliance matters. Saleem is an experienced investor focused on rock mechanicsearly-stage companies addressing global scale challenges, having a large addressable market, and visionary founders. Beginning in 2016, Saleem has served as the stability of underground openings, particularly the phenomenon of “coal bumps”CEO advisor, CFO, or Board member at several early-stage companies and “rock bursts,”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 studying methodsfriends to monitor stress changesparticipate in the longwall barrier pillar during the onset of the active longwall face. The ensuing years of his career have been intimately involved with a broad spectrum of engineering, operations, managementearly-stage and other private market investments. In 2023, Saleem launched Titan Strategic Partners to help clients navigate project delivery. Since 2002, Mr. Gross has practiced law both in private practice and as in-house counsel, negotiating and closing complex deals with what today is among the largest engineering and construction firms in the United States.financing for ambitious infrastructure ventures. We believe Mr GrossMr. Elmasri is qualified to serve on our board of directors because of his education andextensive business experience as described above. Patricia Madaris Ms. Madaris has served our company in the position of Executive Assistant to the CEO and Board of Directors since March 2011 and in May 2015 she was appointed to the position of VP Finance of our company upon the recommendation of our CEO, and voted into office unanimously by the Board of Directors. Since beginning her work at our company, she has proven to be beneficial in facilitating many areas of our public company, working to engage, negotiate, and close financings, and overseeing and working actively in financial reporting, and projected budgeting for ongoing operations. She has also worked as an accountant/ manager for corporations in Arizona, Florida, and California, since 2005. Ms. Madaris has a Bachelor’s of Science Degree with Indiana Wesleyan University, graduating Summa Cum Laude. Ms. Madaris is currently pursuing her MBA with expected date of graduation, 2016. Family Relationships There are no family relationships betweenamong 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, 2023. 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, 2023. Shareholders may contact our current President, Brett Gross, to recommend nominees to our board of directors. For the fiscal year ended January 31, 2023 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, 2023, 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 or executive officer.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. 43 28 Involvement in Certain Legal Proceedings None of our Our directors and executive officers hashave not been involved in any of the following events during the past ten10 years: 1. (a) any petition under the federal bankruptcy laws or any state insolvency lawspetition filed by or against or an appointmentany business of a receiver, fiscal agent or similar officer by a court for the business or property of such person, or any partnership in which such person was a general partner or executive officer either at the time of the bankruptcy or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing; prior to that time; 2. (b) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 3. (c) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, such person from,barring, suspending or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; engaginghis involvement in any type of business, practice;securities or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; banking activities; 4. (d) being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such activity; (e) being found by a court of competent jurisdiction (in a civil action), the Securities and ExchangeCommission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been reversed, suspended, or vacated; vacated. 5. (f) Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (g) 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, 6. (h) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatoryself- 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. 44 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 9.99% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended January 31, 2023, all filing requirements applicable to its officers, directors and greater than 4.99% & 9.99% percent beneficial owners were complied with. 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 CompensationOfficer, 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: Summary Compensation 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. The particulars of compensation paid to the following persons:   (a) all individuals serving as our principal executive officer during the year ended January 31, 2015; 29   (b) each 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. ITEM 11. EXECUTIVE COMPENSATION Following are the particulars of all compensation paid or accruing to our two most highly compensated executive officers who were serving as executive officers at the end of the year ended January 31, 2015; and
	(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at January 31, 2015,

who we will collectively refer to as the named executive officers for all services rendered in all capacities to our company and subsidiaries for the last two fiscal years ended January 31, 2015 and 2014 are set out in the following summary compensation table:ended.

2023 Summary Compensation Table –Years ended January 31, 2015 and 2014

Name and Principal Position		Year Ended January 31,			Salary (US$)	Bonus (US$)			Bonus				Stock Awards Awards (US$)				Option Awards (US$)	Non-Equity			Nonequity Incentive Plan Compensation (US$)				Change in Pension Value and Nonqualified Deferred Compensation Earnings (US$)				All Other Compensation (US$)(1)				Total	(US$)
James Briscoe, Principal Brett Gross, Chief Executive Officer CEO, CFO, Chairman, President and Director	2015 2014	84,000 84,000 2023	Nil Nil	Nil Nil	Nil Nil -	Nil Nil	Nil Nil	64,000(2) 64,000(2)	148,000 148,000 -				-				-				-				-				-				-
and President		2022			-				-				-				-				-				-				-				-

Notes

(1)	The value of perquisites and other personal benefits securities and property forhave been excluded because they total, in the officers that do not exceed the lesser of $10,000 or 10% of the total of the annual salary and bonus and is not reported herein.
(2)	Mr. Briscoe’s other compensation represents accrued and unpaid wages during the twelve months ended January 31, 2015 and 2014 of $64,000, and $64,000 respectively. aggregate, less than $10,000.

Outstanding Equity Awards at Fiscal Year-EndJanuary 31, 2023

The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of January 31, 2015:2023.

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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

-

-

-

-

-

-

-

Name	Option Awards					Stock Awards
	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 (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
James Briscoe	52,500,000	Nil	Nil	0.038	8/10/2015	Nil	Nil	Nil	Nil
James Briscoe	75,000	Nil	Nil	0.88	5/21/2018	Nil	Nil	Nil	Nil

30

Compensation Plans

COMPENSATION PLANS

As of January 31, 2015,2023, 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 41-for-4 reverse stock split on September 1, 2009.

Plan category	Total number of securities authorized	Number of securities to be issued upon exercise of outstanding options as at January 31, 2015 (a)	Weighted-average exercise price of outstanding options as at January 31, 2015 (b)	Number of securities remaining available for further issuance as at January 31, 2015 (excluding securities reflected in column (a)) (c)
2004 Stock Option Plan	962,500	834,874	$0.671	127,626
2007 Stock Option Plan	2,500,000	2,450,000	$0.860	50,000
2010 Stock Option Plan	95,500,000	83,000,000	$0.038	12,500,000

On September 5, 2013, we granted incentive2009 and 1-for-500 reverse stock options and non-qualified stock options to certain of our directors, officers, employees and consultants to purchase an aggregate of 7,423,624 shares of our common stock at an exercise price of $0.03 per share, with a ten year term expiringsplit on September 5, 2023. The options have various vesting terms. No options were granted during the year ended January 31, 2015.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 sharingprofit-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.

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We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Employment Contracts

��

We have not entered into any written employment agreements or compensation arrangements with any of our named executive officers. We have entered into a verbal agreement with James Briscoe, CEO, CFO and Director for annual salary of $148,000.

Compensation of Directors

We have no formal plan for compensating our directors for their service in their capacity as directors, although suchour directors are expected in the future tomay 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.

Warrants were granted to a director during

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

We have set forth in the fiscal year ended January 31, 2015. There was no other compensation paid or accruing to any director, unless such director is also a named executive officer, during the fiscal year ended January 31, 2015.

Name	Year	Fees earned or paid in cash (US$)	Stock awards (US$)	Option awards (US$)	Non-equity incentive plan compensation (US$)	Nonqualified deferred compensation earnings (US$)	All other compensation (US$)(1)	Total (US$)
John Guilbert	2015	Nil	Nil	Nil	Nil	Nil	Nil	$0
Gary Musil	2015	Nil	Nil	Nil	Nil	Nil	Nil	$0
Keith Brill	2015	Nil	Nil	Nil	Nil	Nil	Nil	$0
Pete O’Heeron	2015	Nil	Nil	Nil	Nil	Nil	Nil(2)	$0
Brett Gross	2015	Nil	Nil	Nil	Nil	Nil	Nil	$0

Notes

(1)	The value of perquisites and other personal benefits, securities and property for the officers that do not exceed the lesser of $10,000 or 10% of the total of the annual salary and bonus and is not reported herein.
(2)	677,507 warrants with an exercise price of $0.207 were granted to this director on July 11, 2014.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of January 15, 2016, certain information with respect to the beneficial ownership ofregarding our common stock bybeneficially owned on December 20, 2023 for (i) each stockholder known by usshareholder we know to be the beneficial owner of 5% or more than 5% of our outstanding common stock, (ii) each of our named executive officers and directors, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. All percentages are calculated based upon a total number of 49,813,861 shares of common stock and 500,000 Class A common stock issued and outstanding as of December 20, 2023, plus, in the case of the individual or entity for which the calculation is made, that number of options or warrants owned by each of our directors and executive officers and by our directors and executive officers as a group.such individual or entity that are currently exercisable or exercisable within 60 days.

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Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership(1)		Percentage of Class(2)
James Briscoe 5610 E. Sutler Lane Tucson, AZ 85712 USA	Common Stock	54,762,500(2)(3)	Direct/ Indirect	3.49%
Gary Musil 3577 Marshall Street Vancouver, BC V5N 4S2 Canada	Common Stock	7,542,750(3)	Direct	*
John Guilbert 961 E. Linda Vista Blvd. Tucson, AZ 85727 USA	Common Stock	15,032,500(3)	Direct	1.00%
Keith Brill 250 Central Ave., Apt. B204 New York, NY 11559 USA	Common Stock	2,500,000(3)	Direct	*
Peter O’Heeron 17300 El Camino Real #110 Houston, TX 77058 USA	Common Stock	9,122,987(3)	Direct	*
Brett Gross 15290 E. Powers Place Centennial, CO 80015 USA	Common Stock	74,858,600(4)	Direct	4.77%
Patricia Madaris 5610 E. Sutler Lane Tucson, AZ 85629 USA	Common Stock	875,000(3)	Direct	*
All executive officers and directors as a group (7 persons)	Common Stock	164,694,337		10.50%

Name and Address of Beneficial Owner		Title of Class		Amount and Nature of Beneficial Ownership				Percentage of Class (1)
Peter O’Heeron		Common			35,919,586	(3)			59.64	%
Peter O’Heeron		Class A			500,000	(8)			100	%
Patricia Madaris		Common			1,150,000	(4)			2.26	%
Nicholas Hemmerly		Common			270,000	(2)			*	%
Saleem Elmasri		Common			120,000	(2)			*	%
Directors and Executive Officers as a Group (4persons)		Common			37,339,586				62.68	%
Directors and Executive Officers as a Group (1persons)		Class A			500,000	(8)			100	%

Notes

*(1)	Less than 1%.

(1)

Percentage of ownership is basedBased on 1,568,937,90549,813,861 shares of ourcommon stock and 500,000 of Class A common stock issued and outstanding as of January 15, 2016, as well as optionsDecember 20, 2023. Beneficial ownership is determined in accordance with the rules of the SEC and warrants currently exercisable within 60 days.generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, of our common stock, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally

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(2)	This amount includes votingincentive or investment power with respect to securities. Shares of our common stock subject tonon-qualified stock options that are currently exercisable or warrants currently exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such stock option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. days.
(2)(3)	There are 2,187,500 sharesThis amount includes 10,353,586 common stock purchase warrants and 60,000 non-qualified stock options that are held by Alaska Star Minerals LLC. James Briscoe beneficially owns 100% of the membership interest in Alaska Star Minerals LLC. There are 52,575,000 incentive stock options granted to James Briscoe under the 2004, 2007 and 2010 stock option plans that arecurrently exercisable within the next 60 days.

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(3)	Includes incentive stock options granted under the 2004, 2007 and 2010 stock option plans that areor exercisable within 60 days of January 15, 2016. days.
(4)	Brett Gross also holds a non-interest bearing promissory noteThis amount includes 1,000,000 non-qualified stock options that are currently exercisable or exercisable within 60 days.
(5)	The holders of Class A Common Stock vote with the principal amountholders of $30,000 issued by our company. The promissory note is convertible into 16,806,723 units atCommon Stock on matters submitted to the shareholders for a pricevote. But, the Class A Common Stock has super majority voting rights with the holder of $0.001785each outstanding share of Class A Common Stock being entitled to 200 votes per unit upon the increaseshare on all such matters, including, but not limited to, election of the Board of Directors. Accordingly, based on the combined ownership of both Common Stock and Class A Common Stock, Peter O’Heeron holds 72% of the voting power of the Company’s authorized capital of our company. Each unit is comprised of one share of common stock and two warrants. Each warrant will be exercisable for a period of three years at a price of $0.002499. The promissory note was converted and Mr. Gross was issued 16,806,723 shares of common stock effective July 31, 2015. shares.
	* less than 1%

Changes

Equity Compensation Plan Information

As of January 31, 2023, we had three compensation plans in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control ofplace, entitled “2004 Stock Option Plan”, “2007 Stock Option Plan” and “2010 Stock Option Plan”. These plans have been approved by our company.

Transactions with Related Persons, Promoters and Certain Control Persons and Corporate Governance

Other than as disclosed below, there hassecurity holders. These plans have been no transaction, since February 1, 2012, or currently proposed transaction, in which our company was or is to be a participant and the amount involved exceeds, $1,641.18, being the lesser of $120,000 or one percentgiven retroactive effect of the average1-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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Accrued Wages and Vacation

As of our total assets at year end for the last two completed fiscal years,January 31, 2023, and in which any of the following persons had or will have a direct or indirect material interest:

	(a)	Any director or executive officer of our company;
	(b)	Any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities; and
	(c)	Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

We entered into the following transactions with related parties during the nine months ended October 31, 2015:

On May 29, 2015, we issued a non-interest bearing promissory note with the principal amount of $30,000 to Brett Gross, a director of our company. The promissory note is convertible into 16,806,723 units at a price of $0.001785 per unit upon the increase of the authorized capital of our company, each unit is comprised of one share of common stock and two warrants. Each warrant will be exercisable for a period of three years at a price of $0.002499. The note was issued as a private placement on August 10, 2015 according to the terms of the promissory note dated May 29, 2015. The promissory note was converted and Mr. Gross was issued 16,806,723 shares of common stock effective July 31, 2015.

We rented an office from Jim Briscoe, our Chairman of the Board, CEO and CFO, on a month-to-month basis for $522 per month. The total rent payments were $4,698 for the nine months ended October 31, 2015. No amount was due as of October 31, 2015.

At October 31, 20152022, we had a balance of accrued unpaid wages and vacation of $458,367$66,205 and $65,807 to Jim Briscoe, our Chairman of the Board, CEO,Patricia Madaris, VP Finance & CFO, and President. Additionally, we had a balance of accrued unpaid wages of $15,625 to a former President.respectively.

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Advances

During the nine monthsyear ended OctoberJanuary 31, 2015, we paid Patricia Madaris, who became our VP Finance in May 2015, wages of $14,897 for her services as Executive Assistant to the2023, CEO, and Board of Directors from February through May 2015. From May 2015 until October 31, 2015 we paid Patricia Madaris $30,436for her services as VP Finance.

During the nine months ended October 31, 2015,Brett Gross advanced the Company issued 2,822,912 units to an investor,$12,500 in cash and paid $4,446 of expenses on the Company’s CEO, for proceeds of $4,300. Each unit consists of one share of the Company’s common stockbehalf and one warrant to purchase one share each of the Company’s common stock. The warrants have an exercise price of $0.002130 and have a three year term.

We entered into the following transactions with related partieswas repaid $16,946. Additionally, during the year ended January 31, 2015:

Paid or accrued $6,263 in rent. We rented an office from Jim Briscoe, our Chairman2023, board members advanced $7,050 to the Company and the Company repaid $2,050 of advances and issued shares to settle the Board, CEOremaining $5,000 of related party advances. The advances are unsecured, non-interest bearing and CFO, and Presidentpayable on a month-to-month basis for $522 per month.

Atdemand. As of January 31, 2015 we had a balance of accrued unpaid wages of $389,367 to Jim Briscoe, our Chairman of the Board, CEO2023 and CFO2022, there were $5,000 and President.$0 outstanding advances from related parties, respectively.

At January 31, 2015, we had a balance of accrued unpaid wages of $15,625 to Larry Liang, our former President.

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During the year ended January 31, 2015, we paid Patricia Madaris, who became our VP Finance in May 2015, wages of $61,409 for her services as Executive Assistant to2023, the CEO and Board of Directors.

We have an option to explore 26 standard federal lode mining claims at the East Silver Bell project and 29 standard federal lode mining claims at the Walnut Creek project from JABA US Inc., an Arizona Corporation in which two of our directors are owners. We are required to pay annual rentals to maintain the claims in good standing. During the year ended January 31, 2015 we paid $8,525 in rental fees to maintain the mineral claims in good standing. The original option agreement was for the period from April 11, 2008 through January 1, 2011 and has been extended through June 1, 2013 and now to June 1, 2015. This may additionally be extended in five year periods or increments in the future by any JABA director.

We entered into the following transactions with related parties during the year ended January 31, 2014:

Paid or accrued $6,263 in rent. We rented an office from Jim Briscoe, our Chairman of the Board, CEOPete O’Heeron advanced the Company $5,000 and CFO, and President on a month-to-month basis for $522 per month.

At January 31, 2014 we had a balancepaid $13,650 of accrued unpaid wages of $325,367 to Jim Briscoe, our Chairman of the Board, CEO and CFO and President.

At January 31, 2014, we had a balance of accrued unpaid wages of $15,625 to Larry Liang, our former President.

During the year ended January 31, 2014, we paid Patricia Madaris, who became our VP Finance in May 2015, wages of $48,258 for her services as Executive Assistant to the CEO and Board of Directors.

We recognized compensation expense of $67,500 for stock options granted to an officer.

We have an option to explore 26 standard federal lode mining claims at the East Silver Bell project and 33 standard federal lode mining claims at the Walnut Creek project from JABA US Inc., an Arizona Corporation in which two of our directors are owners. We are required to pay annual rentals to maintain the claims in good standing. During the year ended January 31, 2014 we paid $8,260 in rental fees to maintain the mineral claims in good standing.

We entered into the following transactions with related parties during the year ended January 31, 2013:

Paid or accrued $6,785 in rent. We rented an office from Jim Briscoe, our Chairman of the Board, CEO and CFO, on a month-to-month basis for $522 per month.

At January 31, 2013 we had a balance of accrued unpaid wages of $261,367 to Jim Briscoe, our Chairman of the Board, CEO and CFO.

At January 31, 2013, we had a balance of accrued unpaid wages of $15,625 to Larry Liang, our President.

During the year ended January 31, 2013, we paid Patricia Madaris, who became our VP Finance in May 2015, wages of $52,013 for her services as Executive Assistant to the CEO and Board of Directors.

We recognized compensation expense of $49,500 for stock options granted to an officer.

We have an option to explore 26 standard federal lode mining claims at the East Silver Bell project and 33 standard federal lode mining claims at the Walnut Creek project from JABA US Inc., an Arizona Corporation in which two of our directors are owners. We are required to pay annual rentals to maintain the claims in good standing. During the year ended January 31, 2013 we paid $8,254 in rental fees to maintain the mineral claims in good standing.

Compensation for Executive Officers and Directors

For information regarding compensation for our executive officers and directors, see “Executive Compensation”.

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Director Independence

We currently act with six directors consisting of James Briscoe, Gary Musil, John Guilbert, Keith Brill, Peter O’Heeron and Brett Gross. Our common stock is quoted on the OTCBBCompany behalf. The Company settled a $5,000 advance and by the OTC Market Group, which do not impose any director independence requirements. Under NASDAQ rule 5605(a)(2), a director is not independent if he or she is also an executive officer or employee$13,650 of the corporation or was, at any time during the past three years, employed by the corporation. Using this definition of independent director, we have five independent directors consisting of Gary Musil, John Guilbert, Keith Brill, Peter O’Heeron and Brett Gross.

Where You Can Find More Information

We are not required to deliver an annual report to our stockholders unless our directors are elected at a meeting of our stockholders or by written consents of our stockholders. If our directors are not elected in such manner, we are not required to deliver an annual report to our stockholders and will not voluntarily send an annual report.

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Such filings are available to the public over the Internet at the Securities and Exchange Commission’s website athttp://www.sec.gov.

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act of 1933 with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits.

You may review a copy of the registration statement at the Securities and Exchange Commission’s public reference room at 100 F Street, N.E. Washington, D.C. 20549 on official business days during the hours of 10 a.m. to 3 p.m. You may obtain informationexpenses paid on the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330. You may also read and copy any materials we file with the Securities and Exchange Commission at the Securities and Exchange Commission’s public reference room. Our filings and the registration statement can also be reviewed by accessing the Securities and Exchange Commission’s website at http://www.sec.gov.

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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.

350,000,000 Shares

Liberty Star Uranium & Metals Corp.

Common Stock

Prospectus

_____________, 2015

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Information Not Required in Prospectus

Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by us in connection withCompany’s behalf from a related party for the issuance and distribution of the securities being registered hereunder. The selling stockholder will bear no expenses associated with this offering except for any broker discounts and commissions or equivalent expenses and expenses of the selling stockholder’s legal counsel applicable to the sale of its shares. All of the amounts shown are estimates, except for the Securities and Exchange Commission registration fees.

Securities and Exchange Commission registration fees	$	119.83
Accounting fees and expenses	$	2,000
Legal fees and expenses	$	10,000
Miscellaneous fees and expenses	$	0
Total	$	12,119.83

Indemnification of Directors and Officers

The Nevada Revised Statutes provide 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 or she 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 or her in connection with the action, suit or proceeding if he or she acted in good faith and in a manner which he or she 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 or her conduct was unlawful;
	•	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 or she 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 or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner which he or she 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 therefrom, 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; and
	•	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, or in defense of any claim, issue or matter therein, the corporation must indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

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The Nevada Revised Statutes provide that we may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

	•	by our stockholders;
	•	by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
	•	if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;
	•	if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or
	•	by court order.

Our bylaws provide that every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of our company or is or was serving at the request of our company or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, must be indemnified and held harmless to the fullest extent legally permissible under the corporate law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by our company as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by our company. Such right of indemnification is a contract right which may be enforced in any manner desired by such person. Such right of indemnification is not exclusive of any other right which such directors, officers or representatives may have or acquire and they are entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under our bylaws.

Our bylaws provide that our board of directors may cause our company to purchase and maintain insurance on behalf of any person who is or was a director or officer of our company, or is or was serving at the request of our company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not our company would have the power to indemnify such person.

Recent Sales of Unregistered Securities

In May and July 2012, we sold 4,859,073146,597 units at prices ranging from $0.027 to $0.033 per unit, to investors for gross proceeds of $150,004. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investors to purchase one additional common share of our company at prices ranging from $0.027 to $0.047 until July 23, 2015. The investors are U.S. Persons and are accredited investors and in issuing securities to the investors we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D promulgated thereunder.

In December 2012 and January 2013, we issued 7,359,399 units, at prices ranging from $0.0116 to $0.0156 per unit, to contractors who had provided services, directly or indirectly, on our Alaska properties. These units were issued in lieu of cash payments and in satisfaction of claims for services provided. Each unit consisted of one common share of our company and one non-transferable common stock purchase warrant. Each common stock purchase warrant entitles the investors to purchase one additional common share of our company at prices ranging from $0.0162 to $0.0218 until January 17, 2016. The investors are U.S. Persons and are accredited investors and in issuing securities to the investors we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D promulgated thereunder.

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In April 2013, one investor exercised 3,033,618 of the May 2007 common stock purchase warrants using the cashless exercise provision. The cashless exercise provision allows the investor, if the fair market value of one share of common stock is greater than the exercise price, to elect to receive shares equal to the value of the warrant less a portion of the warrant that is cancelled using a specific formula. We issued 2,500,000 shares of common stock and cancelled 533,618 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received. We issued these shares pursuant to an exemption from registration set out in Section 4(a)(2) of the Securities Act of 1933.

In June 2013, one investor exercised 4,263,989 of the May 2007 common stock purchase warrants using the cashless exercise provision. The cashless exercise provision allows the investor, if the fair market value of one share of common stock is greater than the exercise price, to elect to receive shares equal to the value of the warrant less a portion of the warrant that is cancelled using a specific formula. We issued 3,587,165 shares of common stock and cancelled 676,824 common stock purchase warrants pursuant to the cashless exercise provision. No cash proceeds were received. We issued these shares pursuant to an exemption from registration set out in Section 4(a)(2) of the Securities Act of 1933.

In May, June and July, 2013, we sold 18,001,184 units to five investors for gross proceeds of $182,043. Each unit consisted of one common share of our company and one non-transferable share purchase warrant. The share purchase warrants entitle the investors to purchase one additional common share of our company at prices ranging between of $0.0116 and $0.0173 until July 30, 2016.

In August, 2013, we sold 423,135 units to one investor for gross proceeds of $7,938. Each unit consisted of one common share of our company and one non-transferable share purchase warrant. Each share purchase warrant entitles the investor to purchase one additional common share of our company at a price range of $0.0263 until August 2, 2016.

In August 2013, we entered into a promissory note (the “August 2013 Note”) for a principal sum of $555,000 plus accrued and unpaid interest and any other fees. The consideration is up$0.103 to $500,000, which would produce an original issue discount of $55,000 if all the consideration is received. The lender paid $150,000 upon closing pursuant to the terms of the August 2013 Note. The August 2013 Note has a maturity of one year from the delivery of each payment. The August 2013 Note may be convertible into shares of common stock of our company at any time from 180 days after the date of each payment of consideration, at a conversion price which is 70% of the average of the three lowest closing prices in the 20 trading days previous to the conversion. We may repay the August 2013 Note at any time on or before 90 days from the effective date of the August 2013 Note with an interest rate of 0%, after which we may not make any further payments on the August 2013 Note prior to the maturity date without written approval from the lender. If we elect not to repay the August 2013 Note on or before 90 days from the effective date of the August 2013 Note, a one-time interest charge of 12% will be applied to the principal sum. We elected not to pay the $150,000 portion of the August 2013 Note within 90 days from the effective date. After the $150,000 portion of the August 2013 Note became convertible, the note holder elected to convert the principal and interest totaling $186,480 into 17,937,915 shares of the company’s common stock during the months of February through May of 2014. On December 9, 2013, we received additional consideration of $75,000 pursuant to the terms of the August 2013 Note. We elected not to pay the $75,000 portion of the August 2013 Note within 90 days from the effective date. In June, July and August 2014, the note holder converted principal and interest totaling $93,240 into 9,983,507 shares of the Company’s common stock. On June 24, 2014 and September 3, 2014, we received additional consideration of $75,000 and $75,000, respectively, pursuant to the terms of the August 2013 Note. In December 2014 and January 2015, the note holder converted principal and interest totaling $41,961 into 5,900,000 shares of the Company’s common stock. On February 25, 2015, we received additional consideration of $50,000 pursuant to the terms of the August 2013 Note. During the nine months ended October 31, 2015, the note holder converted principal and interest totaling $ 206,679 into 123,158,044 shares of the Company’s common stock. The conversions happened on multiple dates with conversion prices ranging from $0.00098 to $0.00574. On August 28, 2015, we received additional consideration of $50,000 with $5,500 of original issue discount pursuant to the terms of the August 2013 Note. As of October 31, 2015, we had $55,500 of principal and interest outstanding for the August 2013 Note. In issuing these securities 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.

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In September, 2013, we sold 2,157,497 units to one investor for gross proceeds of $50,000. Each unit consisted of one common share of our company and one non-transferable share purchase warrant. Each share purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.0324 until September 5, 2016.

On October 30, 2013, the Company entered into an investment agreement in which with KVM Capital Partners LLC, a New York limited liability company (“KVM”). Pursuant to the agreement, KVM has agreed to purchase up to $8,000,000 of our common stock over a period of up to 36 months. The purchase price$0.187 per share to be paid by KVM is calculated at a 20% discount to the lowest volume weighted average price of the common stock as reported by Bloomberg, L.P. during the five consecutive trading days immediately prior to the receipt by KVM of the put notice. We initially reserved 244,500,000 shares of our common stock for issuance under the KVM Investment Agreement. In connection with the KVM Investment Agreement, we also entered into a registration rights agreement with KVM, pursuant to which we filed a registration statement with the SEC covering 244,500,000 shares of our common stock underlying the KVM Investment Agreement. The registration statement was declared effective by the SEC on January 27, 2014. On November 14, 2014, we filed a post-effective amendment to this registration statement to deregister all of our unsold securities under the registration statement. Of the 244,500,000 shares of our common stock registered, 210,285,774 have not been sold. This post-effective amendment was declared effective by the SEC on December 2, 2014.

On November 18, 2013, we entered into a securities purchase agreement (the “November 2013 Note”), whereby we agreed to issue a convertible note to one lender in the principal amount of $250,000. The proceeds from the note were $225,000, which created an original issue discount of $25,000. The note was payable in full on November 18, 2014 and bears no interest except in an event of default. The lender may, at its option, after the 183rd day (after May 20, 2014) following the closing date, convert the principal amount or any portion of such principal amount of the note into shares of common stock of our company at the price equal to the lesser of (a) 100% of the volume weighted average price (VWAP), as reported on the closing date (November 18, 2013), and (b) 70% of the average of the 5 day VWAP immediately prior to the day of conversion. On November 13, 2014, we entered into an Assignment of Promissory Note & Acknowledgment, whereby we consented to an assignment of the note to another lender, pursuant to which $250,000 remains owing by the Company. The maturity date of the November 2013 Note was extended to November 18, 2015. From November 2014 through January 2015, the new noteholder converted principal of $102,500 into 11,792,944 shares of the Company’s common stock. During the six months ended July 31, 2015, the new noteholder converted principal of $153,047 into 48,243,936 shares of the Company’s common stock. The conversions happened on multiple dates with conversion prices ranging from $0.00147 to $0.00609 In May 2015, the remaining principal and interest of $28,046 on the November 2013 Note was converted into 18,995,113 shares of the Company’s common stock. There is currently no principal and interest outstanding for the November 2013 Note. In issuing these securities 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.

In March 2014, the Company issued 1,000,000 units of common stock to a designee of MBGS, LLC, pursuant to a settlement agreement.unit. Each unit consists of one share of the Company’s common stock and a warrant to purchase one-half share of the Company’s common stock. The value of the shares issued is $17,500. The 500,000 warrants have an exercise price of $0.028 and have a two year term. In issuing these securities we relied on the registration exemption provided for in Section 4(a)(2) of the Securities Act of 1933, as amended.

In August 2014, we received $150,000 pursuant to the terms of a convertible promissory note (the “August 2014 Note”) dated August 26, 2014. The Note bears interest at 12%, is due on August 26, 2015, and is convertible after 180 days at a 45% discount to the average of the daily VWAP prices for the previous 10 trading days before the date of conversion. During the six months ended July 31, 2015, the new noteholder converted principal of $160,834 into 56,676,739 shares of the Company’s common stock. The conversions happened on multiple dates with conversion prices ranging from $0.00193 to $0.00416. As of July 31, 2015, we had $0 of principal and interest outstanding for this Note. We issued the security to one U.S. person who is an accredited investor (as that term is defined in Rule 501 of Regulation D, promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and in issuing these securities to this investor 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.

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On October 14, 2014, we entered into a securities purchase agreement, whereby we agreed to issue a convertible note (the “October 2014 Note”) to one lender in the principal amount of $105,000. The Note is payable in full on October 14, 2015, bears interest at the rate of 10% per annum, and includes a $5,000 original issuance discount. The Note may be convertible into shares of common stock of our company at any time from 180 days after the execution date of the Note at a price per share of 40% discount to the average of the daily VWAP for the previous five trading days before the date of conversion. During the six months ended July 31, 2015, the note holder converted principal and interest totaling $110,901 into 74,878,264 shares of the Company’s common stock. The conversions happened on multiple dates with conversion prices ranging from $0.00101 to $0.00216. As of October 31, 2015, we had $79,376 of principal and interest outstanding for the October 2014 Note. We issued the security to one U.S. person who is an accredited investor (as that term is defined in Rule 501 of Regulation D, promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and in issuing these securities to this investor 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.

During the year ended January 31, 2015, the Company issued 6,424,979 units to three investors for total proceeds of $73,000. Each unit consists of one share of the Company’s common stock and a warrant to purchase one share of the Company’s common stock. The warrants have exercise prices ranging from $0.015 to $0.021 and have a three year term. In issuing these securities we relied on the registration exemption provided for in Section 4(a)(2) of the Securities Act of 1933, as amended.

On December 3, 2014, we entered into a note purchase agreement, whereby we agreed to issue a convertible note (the “December 2014 Note”) to Tangiers Capital, LLC (the “Lender”) in the principal amount of $210,000 and to pay interest on the principal balance hereof (which principal balance shall be increased by the Lender’s payment of additional consideration as set forth in the December 2014 Note and which increase shall also include the prorated amount of the original issue discount in connection with Lender’s payment of additional consideration) at the rate of 10%, all of which interest shall be deemed earned as of the date of each such payment of additional consideration by the Lender on December 3, 2016 (the “Maturity Date”), to the extent such principal amount and interest have been repaid or converted into our company’s common stock, in accordance with the terms of the December 2014 Note. The December 2014 Note is payable in full on the Maturity Date and bears interest at the rate of 10% per annum. There is a $10,000 original issuance discount on the December 2014 Note. The initial purchase price was $105,000 of consideration of which $100,000 was received by our company and $5,000 was retained through the original issue discount. The December 2014 Note may be prepaid according to the following schedule: between 1 and 90 days from the date of execution, the December 2014 Note may be prepaid for 110% of face value plus accrued interest; between 91 and 180 days from the date of execution, the December 2014 Note may be prepaid for 130% of face value plus accrued interest; after 180 days from the date of execution until the Maturity Date, the December 2014 Note may not be prepaid without written consent from the Lender. The December 2014 Note may be convertible into shares of common stock of our company at a price per share of 62.5% discount to the average of the daily volume weighted average price (“VWAP”) for the previous five trading days before the date of conversion. In June and July 2015, $49,357 of the December 2014 Note was converted into 43,051,070 shares of the Company’s common stock. We issued the securities to one U.S. person who is an accredited investor (as that term is defined in Rule 501 of Regulation D, promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and in issuing these securities to this investor 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.

In June 2015, we received additional consideration of $30,000 with $1,500 of original issue discount under the terms of the December 2014 Note. An amendment to the December 2014 Note was executed on June 9, 2015 to include this additional $31,500 of consideration under the December 2014 Note. In July 2015, we received additional consideration of $20,000 with $1,000 of original issue discount under the terms of the December 2014 Note. An amendment to the December 2014 Note was executed on July 7, 2015 to include this additional $21,000 of consideration under the December 2014 Note. In August, September and October of 2015, $77,643 of the December 2014 Note was converted into 77,194,959 shares of the Company’s common stock. As of October 31, 2015, we had a balance of $79,376 of principal and interest outstanding for this Note. The material terms of the December 2014 Note can be reviewed on Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2014.

Currently, the December 2014 Note is the sole security the Company has with Tangiers Capital, LLC. Additionally, the Company entered into an Investment Agreement and Registration Rights Agreement with Tangiers Capital, LLC for an equity line of credit. The Company has the ability to repay the indebtedness to Tangiers Capital, LLC without recourse to the monies received or to be received under the equity line. Additionally, the amount of indebtedness may not be reduced or relieved by the issuance of shares under the equity line.

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In May 2015, we issued 2,941,176 units to an investor for total proceeds of $10,000. Each unit consists of one share of our common stock and two warrants to purchase one share each of0.50 warrants. Each warrant allows the Company’s common stock. The warrants have an exercise price of $0.0048 and have a three year term. In issuing these securities we relied on the registration exemption provided for in Section 4(a)(2) of the Securities Act of 1933, as amended.

In May of 2015, $38,784 of the August 2013 Note was converted into 31,715,187 shares of the Company’s common stock.

In June, 2015, we issued 1,846,154 units to an investor for total proceeds of $3,000. Each unit consists of one share of our common stock and one warrantholder to purchase one share of our common stock.stock at a price range of $0.144 to $0.262 per share. The warrants expire three years from the date of issuance.

On January 30, 2023, the Company issued 23,812 units to the Chairman of the Board for $3,000 in cash proceeds. 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. The warrants expire three years from the date of issuance.

Settlement

On April 22, 2022, the Company reached terms of settlement of the litigation Case No. C20194139, involving J. Briscoe, previously filed in the Superior Court of Arizona. Effective April 22, 2022, the Company’s board of directors voted on, accepted and the settlement is now hereby approved, ratified, and confirmed (See Note 10).

Other

On September 29, 2022, the Company granted 674,000 options to employees. The options expire ten years following issuance and have an exercise price of $0.002275$0.15. The options vested upon issuance and have a three year term. In issuing these securities we reliedtotal fair value of $104,226. On the same day, the Company issued note agreements to the employees totaling $101,100 and the employees exercised the 674,000 options. The notes bear interest of 3.15% per annum, are due on September 30, 2027 and were recorded as a subscription receivable. As of January 31, 2023, the registration exemption provided for in Section 4(a)(2)subscription receivable was $101,100, with interest of $708.

Effective January 5, 2022, the Company entered into Debt Conversion Agreements with Brett Gross, President & CEO, and Peter O’Heeron, Chairman of the Securities ActBoard, pursuant to which each of 1933, as amended.them agreed to convert their outstanding shareholder advances and loans to the Company into Company securities consisting of shares of common stock and warrants. Mr. Gross converted shareholder advances and loans to the Company totaling $375,357 and Mr. O’Heeron converted shareholder advances and loans totaling $250,830. Upon conversion, the Company debts represented by such shareholder advances and loans were deemed to be satisfied and paid in full.

On May 29, 2015, we issued a non-interest bearing promissory note

The debt conversions described above were completed pursuant to, and in accordance with the principal amountterms of $30,000 to Brett Gross, a director of our company. The promissory note is convertible into 16,806,723Company’s current private placement offering. Accordingly, the Company issued units at a price of $0.001785 per unit upon the increase of the authorized capital of our company. Each unit is comprisedconsisting of one share of common stock and two warrants. Each½ warrant will beto complete the conversion. The shares were issued at a price of $0.269 per share, which is the Volume Weighted Average Price (“VWAP”) for the 4 days immediately preceding the effective date of the conversion. The warrants are exercisable for a period ofup to three years at a price of $0.002499. In issuing this security we relied$0.377 per share, which is 140% higher than the price at which the shares were issued. A total of 1,395,379 shares and 697,690 warrants were issued to Mr. Gross and a total of 932,454 shares and 466,227 warrants issued to Mr. O’Heeron. The shares and warrants issued to Mr. Gross and Mr. O’Heeron are restricted securities as defined in Rule 144.

Audit Fees - This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the registration exemption providedindependent registered public accounting firm in connection with engagements for in Section 4(a)(2)those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the Securities Actaudit or the review of 1933, as amended.interim financial statements.

During the three months ended October 31, 2015, the Company issued 16,077,170 units to an investor for total proceeds of $25,000. Each unit

Audit-Related Fees - This category consists of one shareassurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the Company’s common stockaudit or review of our financial statements and one warrantare not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other accounting consulting and other audit services.

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Tax Fees - This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees - This category consists of fees for other miscellaneous items.

Pre-Approval Policies and Procedures with respect to purchase one shareServices Performed by Independent Auditors

The board of directors pre-approves all services provided by our independent auditors. All of the Company’s common stock. above services and fees were reviewed and approved by the board of directors before the respective services were rendered.

The warrants have an exercise priceboard of $0.00218directors has considered the nature and have a three year term. In issuingamount of fees billed by Turner Stone & Company, L.L.P. and believes that the securities described above, we relied onprovision of services for activities unrelated to the registration exemption provided for in Section 4(a)(2) of the Securities Act of 1933, as amended.audit is compatible with maintaining Turner Stone & Company, L.L.P.’s independence.

During the three months ended October 31, 2015, the Company issued 1,851,852 units to an investor for total proceeds of $3,000. Each unit consists of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock. The warrants have an exercise price of $0.00227 and have a three year term. In issuing the securities described above, we relied on the registration exemption provided for in Section 4(a)(2) of the Securities Act of 1933, as amended.

During the three months ended October 31, 2015, the Company issued 5,733,000 shares to a former service provider for services totaling $10,320. In issuing the securities described above, we relied on the registration exemption provided for in Section 4(a)(2) of the Securities Act of 1933, as amended.ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits

Exhibit Number	Description
Number		Description of Exhibit
(3)3.1	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference fromto Exhibit 3.1 to our Registration Statementregistration statement on Form SB-2, filed with the SEC on May 14, 2002).
3.2		Bylaws (incorporated by reference fromto Exhibit 3.2 to our Quarterly Reportquarterly report on Form 10-QSB, filed with the SEC on December 14, 2007).
3.3		Certificate of Change to Authorized Capital (incorporated by reference fromto Exhibit 3.1 to our Current Reportcurrent report on Form 8-K, filed with the SEC on September 1,2, 2009).
3.4		Articles of Merger (incorporated by reference fromto Exhibit 3.4 to our Current Reportannual report on Form 10-KSB, filed with the SEC on March 31, 2004).
3.5		Amendments to Articles of Incorporation and Bylaws (incorporated by reference to Exhibit 3.8 and 3.9 to our current report on Form 8-K/A, filed with the SEC on August 10, 2020).
5.1*		Opinion of Counsel
10.1		Convertible Promissory Note issued to Power Up Lending Group Ltd. dated April 10, 2019 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on September 1, 2009)April 16, 2019).
3.510.2	Certificate of Amendment	Convertible Promissory Note issued to Articles of IncorporationPower Up Lending Group Ltd. dated May 17, 2019 (incorporated by reference to the Amended Registration Statement on Form S-1, filed on July 29, 2015)
(5)	Opinion regarding Legality
5.1*	Opinion of Lucosky Brookman LLP regarding the legality of the securities being registered
(10)	Material Contracts
Exhibit 10.1	Letter Agreement dated November 14, 2011 with Northern Dynasty (incorporated by reference from to our Current Reportcurrent report on Form 8-K, filed with the SEC on November 25, 2011)May 21, 2019).
10.210.3	Form of Stock Option Agreement	Convertible Promissory Note issued to Power Up Lending Group Ltd. dated August 15, 2019 (incorporated by reference fromto Exhibit 10.1 to our Current Reportcurrent report on Form 8-K, filed with the SEC on January 24, 2012)August 22, 2019).
10.310.4	Form of Warrant Certificate	Convertible Promissory Note issued to Power Up Lending Group Ltd. dated October 25, 2019 (incorporated by reference fromto Exhibit 10.1 to our Current Reportcurrent report on Form 8-K, filed with the SEC on July 30, 2012)October 29, 2019).
10.410.5	Settlement Agreement	Convertible Promissory Note issued to Power Up Lending Group Ltd. dated November 13, 2012 with Northern Dynasty Minerals Ltd.January 27, 2020 (incorporated by reference fromto Exhibit 10.1 to our Current Reportcurrent report on Form 8-K, filed with the SEC on November 15, 2012)January 30, 2020).
10.5 10.6		Convertible Promissory Note issued to JSJ Investments Inc.Power Up Lending Group Ltd. dated October 20, 2020 (incorporated by reference fromto Exhibit 3.11 to our Current Reportcurrent report on Form 8-K, filed with the SEC on September 2, 2014)October 27, 2020).
10.610.7	Securities	Common Stock Purchase Agreement dated October 15, 2014 (incorporated by reference from our Current Report on Form 8-K, filed on October 20, 2014)with Triton Funds, LP
10.710.8	Convertible Note dated October 15, 2014 (incorporated by reference from our Current Report on Form 8-K, filed on October 20, 2014)	Common Stock Warrant Agreement with Triton Funds, LP
10.8 14.1	Investment Agreement dated December 15, 2014 with Tangiers Capital, LLC (incorporated by reference from our Current Report on Form 8-K, filed on December 19, 2014)
10.9	Registration Rights Agreement dated December 15, 2014 with Tangiers Capital, LLC (incorporated by reference from our Current Report on Form 8-K, filed on December 19, 2014)

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10.10	Investment Agreement dated June 20, 2015 with Tangiers Capital, LLC (incorporated by reference from our Current Report on Form 8-K, filed on June 30, 2015)
10.11	Registration Rights Agreement dated June 20, 2015 with Tangiers Capital, LLC (incorporated by reference from our Current Report on Form 8-K, filed on June 30, 2015)
(14)	Code of Ethics
14.1	Code of Ethics (incorporated by reference fromto Exhibit 14.1 to our Current Reportcurrent report on Form 8-K, filed with the SEC on September 1, 2009).
(21)16.1	Subsidiaries	Announcement of Registrant’s Change in Certifying Accountant (incorporated by reference to our current report on Form 8-K, filed with the SEC on August 24, 2021)
21.121.1*	Subsidiaries of Liberty Star Uranium & Metals Corp. Big Chunk Corp., incorporated in Alaska Hay Mountain Super Project LLC, organized in Arizona	Subsidiaries.
(23)23.1*	Consents of Experts and Counsel
23.1*	Consent of MaloneBailey, LLPAuditors.
23.2*101.INS*	Consent of Lucosky Brookman LLP (included in Exhibit 5.1)	Inline XBRL INSTANCE DOCUMENT
(101)101.SCH*		Inline XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*		Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*		Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*		Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*		Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104		Cover Page Interactive Data File
101.INS*107*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation LinkbaseFiling Fee Table

*Filed herewith.

Undertakings

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

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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;

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.

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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.

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Signatures

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 January 21, 2016.23, 2024.

Liberty Star Uranium & Metals Corp.

	LIBERTY STAR URANIUM & METALS CORP.
Dated January 23, 2024	By:	/s/ Patricia Madaris
		Patricia Madaris
		Interim Chief Executive Officer and President
		(principal executive officer)
Dated: January 23, 2024	By:	/s/ Patricia Madaris
		Patricia Madaris
		Chief Financial Officer
		(principal financial officer and principal accounting officer)

/s/ James Briscoe
James Briscoe
President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board and Director
(Principal Executive 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.

/s/ James Briscoe
James Briscoe
President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Date: January 21, 2016.

Signature		Title		Date
/s/ Patricia Madaris		Interim Chief Executive Officer, President		January 23, 2024
Patricia Madaris		(principal executive officer)
/s/ Patricia Madaris		Chief Financial Officer		January 23, 2024
Patricia Madaris		(principal financial officer and principal accounting officer)
/s/ Peter O’Heeron		Chairman of the Board, Secretary & Treasurer		January 23, 2024
Peter O’Heeron
/s/ Nicholas Hemmerly		Director		January 23, 2024
Nicholas Hemmerly
/s/ Saleem Elmasri		Director		January 23, 2024
Saleem Elmasri

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/s/ Gary Musil
Gary Musil
Secretary and Director
Date: January 21, 2016.

/s/ John Guilbert
John Guilbert
Director
Date: January 21, 2016.

/s/ Peter O’Heeron
Peter O’Heeron
Director
Date: January 21, 2016.

/s/ Keith Brill
Keith Brill
Director
Date: January 21, 2016.

/s/ Brett Gross
Brett Gross
Director
Date: January 21, 2016.

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