UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~July 31, ~~2021~~2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 000-50071

LIBERTY STAR URANIUM & METALS CORP.

(Exact name of registrant as specified in its charter)

Nevada

90-0175540

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

2 East Congress Street Ste. 900, Tucson, Arizona		85701
(Address of principal executive offices)		(Zip code)

520-425-1433

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchanged on Which Registered
Common		LBSR		OTCQB

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~11,055,882~~ 16,369,410common shares as of ~~December 20, 2021.~~September 14, 2022.

TABLE OF CONTENTS

		Page
	PART I

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1615
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2219
Item 4.	Controls and Procedures	2219

	PART II

Item 1.	Legal Proceedings	2319
Item 1A.	Risk Factors	2203
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2320
Item 3.	Defaults Upon Senior Securities	2321
Item 4.	Mine Safety Disclosures	2321
Item 5.	Other Information	2321
Item 6.	Exhibits	2421
	Signatures	2522

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our ~~condensed~~ consolidated financial statements are stated in United States Dollars (US$) and are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. The following discussion should be read in conjunction with our ~~condensed~~ consolidated financial statements and the related notes that appear elsewhere in this quarterly report. As used in this quarterly report, the terms “we”, “us”, “the Company”, and “Liberty Star” mean Liberty Star Uranium & Metals Corp. and our subsidiaries, Hay Mountain Holdings, LLC, Earp Ridge Mines LLC and Red Rock Mines LLC, unless otherwise indicated. All dollar amounts refer to U.S. dollars unless otherwise indicated.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

~~LIBERTY STAR URANIUM~~Liberty Star Uranium & ~~METALS CORP.~~Metals Corp.

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~Consolidated Balance Sheets

(Unaudited)

October 31, 2021 January 31, 2021
(Unaudited)
Assets

Current:
Cash and cash equivalents $ 25,144 $ 6,718
Prepaid expenses 14,740 4,815
Total current assets 39,884 11,533

Property and equipment, net 29,181 33,556
Total assets $ 69,065 $ 45,089

Liabilities and Stockholders’ Deficit

Current:
Accounts payable and accrued liabilities $ 495,071 $ 467,957
Accounts payable to related parties 51,119 51,119
Accrued wages to related parties 811,711 811,711
Advances from related party 328,220 301,077
Notes payable to related parties 310,828 283,271
Convertible promissory note, net of unamortized debt discount of $31,006 and $7,642 134,249 87,969
Derivative liability 323,220 -
Total current liabilities 2,454,418 2,003,104

Long-term:
Long-term accounts payable, net of current portion - 20,300
Long-term debt - SBA 66,796 33,162
Total long-term liabilities 66,796 53,462

Total liabilities 2,521,214 2,056,566

Commitments and Contingencies (Note 10) - -

Stockholders’ deficit:
Class A Common stock - $.00001 par value; 200,000 and 0 authorized; 102,000 shares issued and outstanding 1 1

Common stock - $.00001 par value; 24,800,000 authorized; 10,785,202 and 9,902,052 shares issued and outstanding, respectively 108 99
Common stock value 108 99
Common stock to be issued - 15,000
Stock subscription receivable (132,374 ) -
Additional paid-in capital 55,537,526 55,503,564
Accumulated deficit (57,857,410 ) (57,530,141 )
Total stockholders’ deficit (2,452,149 ) (2,011,477 )

Total liabilities and stockholders’ deficit $ 69,065 $ 45,089
July 31, January 31,
2022 2022

Assets

Current:
Cash and cash equivalents $ 2,445 $ 102,741
Subscription receivable 187,030 -
Prepaid expenses 22,267 13,066
Total current assets 211,742 115,807

Property and equipment, net 24,805 27,722
Total assets $ 236,547 $ 143,529

Liabilities and Stockholders’ Deficit

Current:
Accounts payable and accrued liabilities $ 259,819 $ 486,629
Accounts payable to related parties - 51,119
Accrued wages to related parties 51,762 811,711
Advances from related parties 18,846 -
Note payable 13,958 -
Notes payable to related parties - 13,121
Convertible promissory note, net of unamortized debt discount of $33,526 and $20,178 177,912 181,122
Derivative liability 458,796 -
Total current liabilities 981,093 1,543,702

Long-term:
Long-term debt - SBA 32,400 64,897
Total long-term liabilities 32,400 64,897

Total liabilities 1,013,493 1,608,599

Commitments and Contingencies (Note 10) - -

Stockholders’ deficit:
Class A Common stock - $.00001 par value; 200,000 authorized;
102,000 shares issued and outstanding

1

1

Common stock - $.00001 par value; 24,800,000 authorized;
15,766,053 and 13,458,752 shares issued and outstanding, respectively

157

135

Common stock, value

157

135

Additional paid-in capital 56,434,920 56,503,616
Accumulated deficit (57,212,024 ) (57,968,822 )
Total stockholders’ deficit (776,946 ) (1,465,070 )

Total liabilities and stockholders’ deficit $ 236,547 $ 143,529

The accompanying notes are an integral part of the unaudited ~~condensed~~ consolidated financial statements

3
3

~~LIBERTY STAR URANIUM~~Liberty Star Uranium & ~~METALS CORP.~~Metals Corp.
~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~Consolidated Statements of Operations
(Unaudited)

2021 2020 2021 2020
For the Three Months Ended For the Nine Months Ended
October 31, October 31,
2021 2020 2021 2020
Revenues $ - $ - $ - $ -
Expenses:
Geological and geophysical costs 51,928 48,784 58,489 103,335
Salaries and benefits 26,514 36,871 100,270 108,592
Public relations 11,123 - 15,656 -
Depreciation 1,458 1,531 4,375 4,878
Legal 26,253 49,990 52,704 145,462
Professional services 30,788 17,567 74,870 61,000
General and administrative 24,743 17,424 63,037 51,089
Travel 4,539 6,354 5,179 6,793
Net operating expenses 177,346 178,521 374,580 481,149
Loss from operations (177,346 ) (178,521 ) (374,580 ) (481,149 )

Other income (expense):
Interest expense (24,933 ) (6,941 ) (119,306 ) (173,643 )
Gain (loss) on change in fair value of derivative liability 89,627 - 166,617 (39,631 )
Total other income (expense) 64,694 (6,941 ) 47,311 (213,274 )
Net loss $ (112,652 ) $ (185,462 ) (327,269 ) $ (694,423 )

Net loss per share of common stock - basic and diluted $ (0.01 ) $ (0.02 ) $ (0.03 ) $ (0.07 )

Weighted average number of shares of common stock outstanding - basic and diluted 10,525,072 10,001,644 10,272,721 9,660,741

For the Three Months Ended For the six months ended
July 31 July 31
2022 2021 2022 2021

Revenues $ - $ - $ - $ -
Expenses:
Geological and geophysical costs 36,830 4,802 37,506 6,561
Salaries and benefits 40,980 37,197 84,750 73,756
Professional services 69,187 3,798 97,971 44,082
General and administrative 187,031 57,345 223,016 72,835
Net operating expenses 334,028 103,142 443,243 197,234
Loss from operations (334,028 ) (103,142 ) (443,243 ) (197,234 )

Other income (expense):
Interest expense (91,757 ) (56,189 ) (131,791 ) (94,373 )
Gain on forgiveness of SBA loan - - 32,851 -
Gain on settlement of debt - - 998,284 -
Gain on change in fair value of derivative liability 370,745 26,338 300,697 76,990
Total other income (expense) 278,988 (29,851 ) 1,200,041 (17,383 )
Net income (loss) $ (55,040 ) $ (132,993 ) $ 756,798 $ (214,617 )

Net income (loss) per share of common stock - basic $ (0.00 ) $ (0.01 ) $ 0.05 $ (0.02 )
Net income (loss) per share of common stock - diluted $ (0.00 ) $ (0.01 ) $ 0.05 $ (0.02 )

Weighted average shares outstanding - basic 14,223,102 10,244,049 13,854,141 10,144,455
Weighted average shares outstanding - diluted 14,223,102 10,244,049 13,973,780 10,144,455

The accompanying notes are an integral part of the unaudited ~~condensed~~ consolidated financial statements

4
4

~~LIBERTY STAR URANIUM~~Liberty Star Uranium & ~~METALS CORP.~~Metals Corp.
~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT~~Consolidated Statements of Changes in Stockholders’ Deficit
For the six months ended July 31, 2022 and 2021
(Unaudited)

Common
Class A
Common stock Common stock stock to be Stock
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 - - 116,230 1 (15,000 ) - 122,099 - 107,100
Issuance of common stock for cash pursuant to investment agreement
Issuance of common stock for cash pursuant to investment agreement, shares
Class A Shares issued to settle related party advances and notes payable
Class A Shares issued to settle related party advances and notes payable, shares
Shares issued for conversion of notes - - 33,881 1 - - 26,999 - 27,000
Shares issued for services
Shares issued for services, shares
Reclass of APIC to derivative liabilities for tainted warrants - - - - - - (293,528 ) - (293,528 )
Resolution of derivative liabilities due to debt conversions - - - - - - 17,406 - 17,406
Net loss for the three months ended April 30, 2021 - - - - - - (81,624 ) (81,624 )
Balance, April 30, 2021 102,000 1 10,052,163 101 - - 55,376,540 (57,611,765 ) (2,235,123 )
Shares issued for conversion of notes - - 98,472 1 - - 69,899 - 69,900
Resolution of derivative liabilities due to debt conversions - - - - - - 263,956 - 263,956
Net loss for the three months ended July 31, 2021 - - - - - - - (132,993 ) (132,993 )
Balance, July 31, 2021 102,000 1 10,150,635 102 - - 55,710,395 (57,744,758 ) (2,034,260 )
Issuance of common stock and warrants in private placement - - 86,873 1 - - 49,999 - 50,000
Issuance of common stock for cash pursuant to investment agreement - - 490,196 5 - (132,374 ) 132,369 - -
Shares issued for conversion of notes - - 57,498 - - - 25,000 - 25,000
Reclass of APIC to derivative liabilities for tainted warrants - - - - - - (392,617 ) - (392,617 )
Resolution of derivative liabilities due to debt conversions - - - - - - 12,380 - 12,380
Net loss for the three months ended October 31, 2021 - - - - - - - (112,652 ) (112,652 )
Balance, October 31, 2021 102,000 $ 1 10,785,202 $ 108 $ - (132,374 ) $ 55,537,526 $ (57,857,410 ) $ (2,452,149 )

Class A
Common stock
Common stock
Common
stock
to be

Additional
paid-in
Accumulated
Total
Stockholders’

Shares Amount Shares Amount Issued Capital Deficit Deficit

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, 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 - - 116,230 1 (15,000 ) 122,099 - 107,100
Shares issued for conversion of notes - - 33,881 1 - 26,999 - 27,000
Reclass of APIC to derivative liabilities for tainted warrants - - - - - (293,528 ) - (293,528 )
Resolution of derivative liabilities due to debt conversions and untainted warrants - - - - - 17,406 - 17,406
Net loss for the three months ended April 30, 2021 - - - - - - (81,624 ) (81,624 )
Balance, April 30, 2021 102,000 1 10,052,163 101 - 55,376,540 (57,611,765 ) (2,235,123 )
Shares issued for conversion of notes - - 98,472 1 - 69,899 - 69,900
Resolution of derivative liabilities due to debt conversions and untainted warrants - - - - - 263,956 - 263,956
Net loss for the three months ended July 31, 2021 - - - - - - (132,993 ) (132,993 )
Net income(loss) - - - - - - (132,993 ) (132,993 )
Balance, July 31, 2021 102,000 $ 1 10,150,635 $ 102 $ - $ 55,710,395 $ (57,744,758 ) $ (2,034,260 )

Common
Class A
Common stock Common stock stock to be Stock
Subscription Additional
paid-in Accumulated Total
Stockholders’
Shares Amount Shares Amount Issued Receivable Capital Deficit Deficit

Balance, January 31, 2020 - $ - 9,116,725 $ 91 $ - $ - $ 55,074,257 $ (56,780,396 ) $ (1,706,048 )
Issuance of common stock and warrants in private placement - - 54,000 1 - - 20,598 - 20,599
Shares issued for conversion of notes - - 390,481 4 - - 106,796 - 106,800
Reclass of APIC to derivative liabilities for tainted warrants - - - - - - (189,472 ) - (189,472 )
Resolution of derivative liabilities due to debt conversions - - - - - - 106,514 - 106,514
Net loss for the three months ended April 30, 2020 - - - - - - (183,741 ) (183,741 )
Balance, April 30, 2020 - - 9,561,206 96 - - 55,118,693 (56,964,137 ) (1,845,348 )
Class A Shares issued to settle related party advances and notes payable 102,000 1 - - - - 49,061 - 49,062
Shares issued for conversion of notes - - 195,581 2 - - 63,058 - 63,060
Shares issued for services - - 142,857 1 - - 49,999 - 50,000
Resolution of derivative liabilities due to debt conversions - - - - - - 262,589 - 262,589
Net loss for the three months ended July 31, 2020 - - - - - - - (325,220 ) (325,220 )
Balance, July 31, 2020 102,000 1 9,899,644 99 - - 55,543,400 (57,289,357 ) (1,745,857 )
Net loss for the three months ended October 31, 2020 - - - - - - - (185,462 ) (185,462 )
Net loss - - - - - - - (185,462 ) (185,462 )
Balance, October 31, 2020 102,000 1 9,899,644 $ 99 $ - $ - $ 55,543,400 $ (57,474,819 ) $ (1,931,319 )
The accompanying notes are an integral part of the unaudited ~~condensed~~ consolidated financial statements

5
Liberty Star Uranium & Metals Corp.
Consolidated Statements of Cash Flows
(Unaudited)

For the six months ended
July 31,
2022 2021

Cash flows from operating activities:
Net income (loss) $ 756,798 $ (214,617 )
Adjustments to reconcile net income (loss) to net cash
used in operating activities:

Depreciation 2,917 2,917
Expenses paid by related parties - 22,376
Stock based compensation 163,177 -
Amortization of debt discounts 120,976 73,551
Gain on change in fair value of derivative liabilities (300,697 ) (76,990 )
Gain on forgiveness of SBA loan (32,851 ) -
Gain on settlement of debt (998,284 ) -
Changes in assets and liabilities:
Prepaid expenses 15,549 (2,589 )
Accounts payable and accrued expenses (5,709 ) (6,162 )
Accrued interest 4,720 17,112
Cash flows used in operating activities: (273,404 ) (184,402 )

Cash flows from financing activities:
Repayment of advances related parties (150 ) -
Proceeds from advances related parties 17,050 -
Proceeds from notes payable - 32,497
Payments on notes payable (10,792 ) -
Proceeds from convertible promissory notes 162,000 110,000
Proceeds from the issuance of common stock and warrants 5,000 105,000
Proceeds from exercise of warrants - 2,100
Net cash provided by financing activities 173,108 249,597

Increase in cash and cash equivalents (100,296 ) 65,195
Cash and cash equivalents, beginning of period 102,741 6,718
Cash and cash equivalents, end of period $ 2,445 $ 71,913

Supplemental disclosure of cash flow information:
Income tax paid $ - $ -
Interest paid $ - $ -

Supplemental disclosure of non-cash items:
Resolution of derivative liabilities due to debt conversions and untainted warrants $ 78,474 $ 281,361
Reclass of APIC to derivative liabilities for tainted warrants $ 733,081 $ 293,528
Debt discounts due to derivative liabilities $ 104,886 $ 64,823
Common stock issued for conversion of debt and interest $ 186,020 $ 96,900
Expenses paid by related party on behalf of the Company $ 1,946 $ 22,376
Prepaid insurance financed with note payable $ 24,750 $ -
Issuance of common shares for subscription receivable $ 187,030 $ -
The accompanying notes are an integral part of the unaudited consolidated financial statements
6 5

LIBERTY STAR URANIUM & METALS CORP.
~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~
~~(Unaudited)~~
2021 2020
For the Nine Months Ended
October 31,
2021 2020

Cash flows from operating activities:
Net loss $ (327,269 ) $ (694,423 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 4,375 4,878
Amortization of debt discounts 89,370 155,776
Expenses paid by related parties 35,854 -
Gain (loss) on change in fair value of derivative liabilities (166,617 ) 39,631
Common shares issued for third party services - 50,000
Changes in assets and liabilities:
Prepaid expenses (9,925 ) (7,091 )
Accounts payable and accrued expenses 6,815 144,959
Accrued interest 26,226 17,681
Cash flows used in operating activities: (341,171 ) (288,589 )

Cash flows from financing activities:
Proceeds from notes payable 32,497 62,974
Cash advance from related party - 52,000
Proceeds from notes payable, related parties - 120,000
Proceeds from convertible promissory notes 170,000 82,000
Proceeds from the issuance of common stock and warrants 155,000 20,599
Proceeds from exercise of warrants 2,100 -
Net cash provided by financing activities 359,597 337,573

Increase in cash and cash equivalents 18,426 48,984
Cash and cash equivalents, beginning of period 6,718 25,024
Cash and cash equivalents, end of period $ 25,144 $ 74,008

Supplemental disclosure of cash flow information:
Income tax paid $ - $ -
Interest paid $ - $ -
Supplemental disclosure of non-cash items:
Resolution of derivative liabilities due to debt conversions and untainted warrants $ 293,742 $ 369,103
Reclass of APIC to derivative liabilities for tainted warrants $ 686,145 $ 189,472
Debt discounts due to derivative liabilities $ 97,434 $ 140,000
Common stock issued for conversion of debt and interest $ 121,900 $ 169,860
Class A Common Stock issued for conversion of related party advances and notes payable $ - $ 49,062
Expenses paid by related party on behalf of the Company $ 35,854 $ 148,698
~~The accompanying notes are an integral part of the unaudited condensed consolidated financial statements~~
6
~~LIBERTY STAR URANIUM & METALS CORP.~~
NOTES TO ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 – Basis 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, ~~2021~~2022 as filed with the SEC under the Securities and Exchange Act of 1934 (the “Exchange Act”). on May 17, 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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~~July 31, ~~2021~~2022, 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~~six months ended ~~October 31,2021~~July 31, 2022, are not necessarily indicative of the results to be expected for the full year.
~~Reverse Stock Split~~
On November 24, 2020, the Company filed a Certificate of Change with the Secretary of the State of Nevada to affect a 1-for-500 reverse stock split (the “Reverse Stock Split”). The Reverse Stock Split was formally processed by FINRA effective on February 25, 2021, and the Company’s common stock began trading on a split-adjusted basis on February 25, 2021.
~~Prior to the effective date of the Certificate of Change, the Company was authorized to issue~~ ~~6,150,000,000~~ ~~shares of common stock. As a result of the Reverse Stock Split, the Company is authorized to issue~~ ~~12,300,000~~ ~~shares of common stock. The Reverse Stock Split did not have any effect on the stated par value of the common stock.~~
~~Prior to the effective date of the Certificate of Change, the Company was authorized to issue~~ ~~100,000,000~~ ~~shares of Class A common stock. As a result of the Reverse Stock Split, the Company is authorized to issue~~ ~~200,000~~ ~~shares of Class A common stock. As of February 24, 2021 (immediately prior to the effective date of the Reverse Stock Split), there were~~ ~~51,000,000~~ shares of Class A common stock outstanding. As a result of the Reverse Stock Split, there are approximately adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split did not have any effect on the stated par value of the Class A common stock.
~~All references to common shares and common share data in these condensed consolidated financial statements and elsewhere in this Form 10-Q reflect the Reverse Stock Split.~~
��
NOTE 2 – Going concern

The Company has incurred losses from operations 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 ~~condensed~~ consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
7

NOTE 3 – Summary of Significant Accounting Policies

Fair Value

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.
7

Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.
Schedule of Fair Value of Financial Instruments
~~Fair value measurements at reporting date using:~~
~~Description~~ ~~Fair Value~~ Quoted prices in
active markets
for identical
liabilities
(Level 1)
~~Significant~~
~~other~~
~~observable~~
~~inputs~~
~~(Level 2)~~
~~Significant~~
unobservable
inputs
~~(Level 3)~~
~~Warrant and convertible note derivative liability at October 31, 2021~~ $ - - - $ -
~~Warrant and convertible note derivative liability at January 31, 2021~~ $ - - - $ -
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 liability at July 31, 2022 $ 458,796 - - $ 458,796
Warrant and convertible note derivative liability at January 31, 2022 $ - - - $ -

Our financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities, notes payable, convertible 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 derivative liability are reported in other income (expense) as gain (loss) on change in fair value of derivative liability.

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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. The current period net income will be offset against the prior periods net operating losses which were approximately $32 million as of January 31, 2022, resulting in no current period income tax expense or benefit. The Company continues to record a valuation allowance to fully offset the deferred tax asset.
Reclassification
Certain reclassifications may have been made to our 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.

NOTE 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 ~~three and nine~~six months ended ~~October 31,2021 and 2020.~~
~~Advances~~
~~From October 2019 through October 31, 2021, our CEO, Brett Gross, made various payments on behalf of the Company totaling $175,455, and advanced the Company $62,000~~ ~~in cash, all of which are reflected as advances from related party on the accompanying condensed consolidated balance sheets. The total advances were $328,220~~ ~~and $301,077~~ ~~as of October 31, 2021 and January 31, 2021, respectively, bear no interest and have no specified repayment date.~~
~~Notes Payable~~
~~During the nine months ended October 31, 2021, the notes payable to related parties principal increased $5,000~~ ~~for a payment by the director to a consultant on behalf of the Company. Total maturities of principal and accrued interest under all notes to two directors as of October 31, 2021 are $297,707~~ ~~due~~ July 31, ~~2021. The Company is currently in discussions with the directors to extend the maturity date of these notes.~~
~~The Company has a note payable of $10,000~~ ~~from James Briscoe, under a promissory note dated September 17, 2018, which matured~~2022 and ~~became past due on~~ ~~September 17, 2019, with interest at~~ ~~10%~~.
~~As of October 31, and January 31, 2021, the total balance of all related party notes payable above was $310,828~~ ~~and $283,271, respectively, which includes accrued interest of $54,915~~ ~~and $36,070, respectively.~~2021.

Accrued Wages

As of ~~October~~July 31, 2022, and January 31, ~~2021, we had a balance of accrued unpaid wages of $759,949~~ ~~to James Briscoe, our former Chairman of the Board, CEO, Chief Geologist, Secretary, Treasurer, and President. Additionally,~~2022, we had a balance of accrued unpaid wages of $15,625 to a former President and $36,137 to Patricia Madaris, VP Finance & CFO. As of January 31, 2022, total accrued wages were $811,711, which included $759,949 to the Company’s former CEO, James Briscoe. As of April 22, 2022, the Company reached terms of settlement with James Briscoe and no longer owes him accrued wages.

~~Accounts Payable~~Advances
During the six months ended July 31, 2022, the CEO advanced the Company $10,000 in cash and paid $1,946 of expenses on the Company’s behalf. Additionally, during the six months ended July 31, 2022, board members advanced $7,050 to the Company and the Company $150 of advances to related parties. The advances are unsecured, non-interest bearing and payable on demand. As of July 31, 2022 and January 31, 2022, the advances related party totaled $18,846 and $0, respectively.
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Other

AsOn April 22, 2022, the Company reached terms of ~~October 31, and January 31, 2021, we had an aggregate balance due~~settlement of ~~approximately $167,000~~ ~~on credit cards guaranteed by~~the litigation Case No. C20194139, involving our former CEO, James Briscoe, ~~reflected~~previously filed in ~~accounts payable~~the Superior Court of Arizona. Effective April 22, 2022, the Company’s board of directors voted on, accepted and ~~accrued liabilities on~~ the ~~accompanying condensed consolidated balance sheets.~~
~~As of October 31,~~settlement is now hereby approved, ratified, and ~~January 31, 2021, we had accounts payable to JABA (controlled by James Briscoe) of $34,798, which is reflected as accounts payable to related party on the accompanying condensed consolidated balance sheets.~~
~~As of October 31, and January 31, 2021, we had a balance of $16,321~~ ~~due to the spouse of James Briscoe.~~confirmed (See Note 10).

NOTE 5 – Stock options

Qualified and Non-qualified incentive stock options outstanding at ~~October~~July 31, ~~2021~~2022 are as follows:
Schedule of Stock ~~Options~~Option Activity
Weighted
average
Number of
options

Weighted
average exercise
price per share

Number of exercise
options price per share
Outstanding, January 31, 2021 146,000 $ 3.019
Outstanding, January 31, 2022 145,250 $ 2.97
Granted - - 158,760 12.76
Expired - - - -
Exercised - - - -
Outstanding, October 31, 2021 146,000 $ 3.019
Outstanding, July 31, 2022 304,010 $ 8.08

Exercisable, October 31, 2021 146,000 $ 3.019
Exercisable, July 31, 2022 304,010 $ 8.08

These options had a weighted average remaining life of ~~6.87~~14.71 years and an aggregate intrinsic value of $0 as of ~~October~~July 31, ~~2021.~~2022.

On April 22, 2022, the Company reached terms of settlement of the litigation Case No. C20194139, involving our former CEO, James Briscoe (see Note 10). As part of the terms of settlement, the Company will reinstate Mr. Briscoe’s stock options that 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 $19.00 and 13,760 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 on the day the options are issued and expire in one year. During the ~~nine~~six months ended ~~October~~July 31, ~~2021 and 2020, we~~2022, the Company granted of 40,000 options to consultants. The exercise price of the options ranges from $0.24 to $0.30. The total fair value of these option grants at issuance was $8,039. During the six months ended July 31, 2022, the Company recognized $03,177 ~~and $~~0~~, respectively,~~ of ~~compensation~~ expense related to ~~stock~~these options. At July 31, 2022, the Company had $4,861 of unrecognized expenses related to outstanding options.
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NOTE 6 – Warrants

As of ~~October~~July 31, ~~2021,~~2022, there were ~~1,000,250~~2,170,167 purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of ~~3.34~~2.85 years and a weighted average exercise price of $~~1.979~~1.12 per warrant for one common share. The warrants had anno aggregate intrinsic value ~~of $5,220~~as of ~~October~~July 31, ~~2021.~~2022.

Stock warrants outstanding at ~~October~~July 31, ~~2021~~2022 are as follows:
Schedule of Stock Warrants Outstanding
Weighted
Number of
warrants

Weighted
average exercise
price per share

average
Number of warrants exercise
price per share
Outstanding, January 31, 2021 400,166 $ 2.155
Outstanding, January 31, 2022 2,164,167 $ 2.16
Issued 606,084 1.846 6,649 0.53
Expired - - - -
Exercised (6,000 ) 0.350 - -
Outstanding, October 31, 2021 1,000,250 $ 1.979
Outstanding, July 31, 2022 2,170,816 $ 1.12

Exercisable, October 31, 2021 1,000,250 $ 1.979
Exercisable, July 31, 2022 1,663,284 $ 0.85

~~During the nine months ended October 31, 2021, 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 9).~~
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As of ~~June 17, 2021,~~ May 18, 2022, the Company extended all warrants issued by the Company which expired or will expire during the year ~~2021.~~2022. These warrants are extended for an additional three years. All other terms of the warrants remain unchanged, ~~including application of~~fully considering the reverse split effective on February 25, ~~2021.~~2021, which applied equivalently to price and number of shares for all warrants.

NOTE 7 – Derivative Liabilities

The embedded conversion feature in the convertible debt instruments that the Company issued (See Note 8), that became convertible during the ~~nine~~six months ended ~~October~~July 31, ~~2021,~~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. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible.

The valuation of the derivative 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.
10

The valuation of the derivative liability attached to the convertible debt was arrived at through the use of a Monte Carlo model that values the derivative liability within the notes. The technique applied generates a large number of possible (but random) price paths for the underlying (or underlyings) via simulation, and then calculates the associated payment value (cash, stock, or warrants) of the derivative features. The price of the underlying common stock is modeled such that it follows a geometric Brownian motion with constant drift, and elastic volatility (increasing as stock price decreases). The stock price is determined by a random sampling from a normal distribution. Since the underlying random process is the same, for enough price paths, the value of the derivative is derived from path dependent scenarios and outcomes. The features in the notes that were analyzed and incorporated into the model included the conversion features with the reset provisions, the call/redemption/prepayment options, and the default provisions. Based on these features, there are six primary events that can occur; payments are made in cash; payments are made with stock; the note holder converts upon receiving a redemption notice; the note holder converts the note; the issuer redeems the note; or the Company defaults on the note. The model simulates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, conversion price, etc.). Probabilities were assigned to each variable such as redemption likelihood, default likelihood, and timing and pricing of reset events over the remaining term of the notes based on management projections. This led to a cash flow simulation over the life of the note. A discounted cash flow for each simulation was completed, and it was compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability.

Key inputs and assumptions used to value the convertible note when it became convertible and upon settlement, and warrants upon tainting, were as follows:

● The stock projections are based on the historical volatilities for each date. These volatilities were in the ~~75.4%~~85.0% to ~~187.4%~~132.7% 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.~~month.
��
● The effective discount was determined based on the historical trading history of the Company based on the specific pricing mechanism in each note;
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● 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.~~month.

Using the results from the model, the Company recorded a derivative liability during the ~~nine~~six months ended ~~October 31,2021~~July 31, 2022 of $~~686,145~~733,081 for newly granted and existing warrants (see Note 6) that were tainted and a derivative liability of $~~97,434~~104,886 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 $~~97,434~~104,886 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 ~~nine~~six months ended ~~October 31,2021,~~July 31, 2022, was $~~78,165~~96,264. The remaining unamortized debt discount related to the derivative liability was $~~19,269~~8,622 as of ~~October~~July 31, ~~2021.~~2022.

During the ~~nine~~six months ended ~~October 31,2021,~~July 31, 2022, the Company recorded a reclassification from derivative liability to equity of $0 for warrants becoming untainted and $~~293,742~~78,474 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 liability as a gain of $~~166,617~~300,697 to reflect the value of the derivative liability for warrants and convertible notes as of ~~October~~July 31, ~~2021.~~2022.

During the ~~nine~~six months ended ~~October 31, 2020,~~July 31,2021, the Company recorded a reclassification from derivative liability to equity of $~~189,472~~0 for warrants becoming untainted and $~~369,103~~281,361 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 liability as a ~~loss~~gain of $~~39,631~~76,990 to reflect the value of the derivative liability for warrants and convertible notes as of ~~October~~July 31, ~~2020.~~2021.

The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liability:
Schedule of Changes in Fair Value of Derivative Liabilities
Nine months ended October 31,
2021 2020
Beginning balance $ - $ -
Total (gain) loss (166,617 ) 39,631
Settlements (293,742 ) (369,103 )
Additions recognized as debt discount 97,434 140,000
Additions due to tainted warrants 686,145 189,472
Ending balance $ 323,220 $ -

Change in unrealized (gain) loss included in earnings relating to derivatives $ (166,617 ) $ 39,631
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Six months ended July 31,
2022 2021
Beginning balance $ - $ -
Total gain (300,697 ) (76,990 )
Settlements (78,474 ) (281,361 )
Additions recognized as debt discount 104,886 64,823
Additions due to tainted warrants 733,081 293,528
Ending balance $ 458,796 $ -

Change in gain on fair value of derivative liability included in earnings relating to derivatives $ (300,697 ) $ (76,990 )

NOTE 8 – Long-term debt and convertible promissory notes

Following is a summary of convertible promissory notes:
Summary of Convertible Promissory Notes
October 31, 2021 January 31, 2021 July 31, 2022 January 31, 2022

8% convertible note payable issued October 2020, due September 2021 $ - $ 95,611
8% convertible note payable issued April 2021, due April 2022 40,596 -
8% convertible note payable issued May 2021, due May 2022 55,010 -
8% convertible note payable issued October 2021, due October 2022 69,649 -
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 20,000 63,000
8% convertible note payable issued February 2022, due February 2023 74,800 -
8% convertible note payable issued April 2022, due April 2023 71,500 -
8% convertible note payable issued July 2022, due July 2023 45,138 -
Convertible note payable 165,255 95,611 211,438 201,300
Less debt discount (31,006 ) (7,642 ) (33,526 ) (20,178 )
Less current portion of convertible notes (134,249 ) (87,969 ) (177,912 ) (181,122 )
Long-term convertible notes payable $ - $ - $ - $ -
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On ~~October 28, 2020, we received net proceeds~~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 $~~82,000~~74,800 ~~from the issuance of a convertible note dated October 20, 2020~~ (the ~~“October 2020~~“February 2022 Note”). The note bears interest at 8%8%, ~~includes OID~~with an Original Issue Discount of $~~8,500~~ ~~and legal and due diligence fees of $3,000~~9,800, matures on ~~September 1, 2021, 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 nine months ended October 31, 2021, the noteholder converted a total of $96,900~~ ~~of the note for~~ ~~132,353~~ ~~shares of the Company’s common stock, leaving a balance of $~~0 ~~as of October 31, 2021.~~
~~On April 26, 2021, we received net proceeds of $60,000~~ ~~from the issuance of a convertible note dated April 23, 2021 (the “April 2021 Note”). The note 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 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 nine months ended October 31, 2021, the noteholder converted a total of $25,000~~ ~~of the note for~~ ~~57,498~~ ~~shares of the Company’s common stock, leaving a balance of $40,596~~ ~~as of October 31, 2021.~~
~~On May 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 due diligence fees of $3,000, matures on~~ ~~May 11, 2022~~February 7, 2023, and is convertible after 180 days into shares of the Company’s common stock at a price of ~~75%~~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.

On ~~October 8, 2021, we issued~~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 $~~69,300~~71,500 (the ~~“October 2021~~“April 2022 Note”). The ~~Note~~note bears interest at 8%8%, with ~~a 10%~~an Original Issue Discount of $8,000, matures on ~~October 8, 2022~~April 25,2023, and is convertible after 180 days into shares of the Company’s common stock at a price of ~~75%~~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.
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 price of the Company’s common stock during the 10 trading days prior to conversion.

During the ~~nine~~six months ended ~~October~~July 31, ~~2021~~2022 and ~~2020,~~2021, the Company recorded debt discounts of $~~64,823~~66,328 and $~~140,000~~64,823, respectively, due to the derivative liabilities, and original issue debt discounts of $~~15,300~~29,438 and $06,000, respectively, due to the convertible notes. The Company recorded amortization of these discounts of $~~76,028~~61,602 and $~~155,364~~73,551 for the ~~nine~~six months ended ~~October~~July 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

Notes Payable

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%~~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 18, 2021 (extended to June 18, ~~2023~~)2023).

On February 16, 2021, the Company received loan proceeds of $32,497under the Payroll Protection Program (“PPP”). The PPP loan bears interest at 1%1%, has a 5-year term, and is due in equal monthly installments beginning July 19, 2022. ~~The company is seeking~~In March 2022, the Company’s SBA PPP loan was forgiven in full resulting in a gain on forgiveness of ~~this loan.~~.
~~The balance of these two notes total $66,796, including accrued interest~~debt of $~~1,899~~32,497, of principal and ~~is included in long-term debt as~~$354 of ~~October 31, 2021.~~interest.

In ~~August 2021,~~April 2022, the Company ~~received~~entered into a Premium Finance Agreement related to an ~~aggregate~~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 $~~13,000~~2,871, at an annual interest rate of advances under the SBA’s Supplemental Targeted Advance and Targeted EIDL Advance programs. These advances do not require repayment and are included as a reduction in salaries and benefits expense for the three and nine months ended October 31, 2021.10.45%.

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As of July 31, 2022, the notes payable, net balance was $13,958, which was recorded as current portion, with accrued interest of $0. As of January 31, 2022, the notes payable, net balance was $64,897, which include term long notes payable of $64,897 and current portion of notes payable of $0, with accrued interest of $2,287.
NOTE 9 – Stockholders’ 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.

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~~On March 5, 2021,~~
During the six months ended July 31, 2022, the Company issued a total of ~~6,000~~684,199 shares of our common stock for conversions of $181,300 in principal and $4,720 of interest on convertible notes payable at exercise prices ranging from $0.1746 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. The warrants have relative fair value of $1,372. Each warrant allows the holder to purchase one share of our common stock at a price of $0.526 per share at any time on or before May 16, 2025.
On July 31, 2022, the Company issued 26,738 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~~5,000, 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 23, 2021, the Company issued~~ ~~15,049~~ ~~of its common stock to a noteholder for the conversion of $12,000~~ ~~of principal under the October 2020 Note, or $0.797~~0.187 per share.
~~On April 27, 2021, the Company issued~~ ~~18,832~~ ~~of its common stock to a noteholder for the conversion of $15,000~~ ~~of principal under the October 2020 Note, or $0.797~~ ~~per share.~~
~~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~~.
~~In May 2021, the Company issued a total of~~ ~~98,472~~ ~~shares of its common stock to a noteholder for the conversion of an aggregate of $69,900~~ ~~of principal and accrued interest under the October 2020 Note, at prices ranging from $0.699~~ ~~to $0.743~~ ~~per share.~~
~~In October 2021, the Company issued a total of~~ ~~57,498~~ ~~shares of its common stock to a noteholder for the conversion of $25,000~~ ~~of principal under the October 2020 Note, at a price of $0.435~~ ~~per share.~~
~~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~~.
~~Reverse Stock Split~~
~~On November 24, 2020, the Company filed a Certificate of Change with the Secretary of the State of Nevada to affect a 1-for-500 reverse stock split (the “Reverse Stock Split”). The Reverse Stock Split was formally processed by FINRA effective on February 25, 2021, and the Company’s common stock began trading on a split-adjusted basis on February 25, 2021.~~
~~Prior to the effective date of the Certificate of Change, the Company was authorized to issue~~ ~~6,150,000,000~~ ~~shares of common stock. As a result of the Reverse Stock Split, the Company is authorized to issue~~ ~~12,300,000~~ ~~shares of common stock. The Reverse Stock Split did not have any effect on the stated par value of the common stock.~~
~~Prior to the effective date of the Certificate of Change, the Company was authorized to issue~~ ~~100,000,000~~ ~~shares of Class A common stock. As a result of the Reverse Stock Split, the Company is authorized to issue~~ ~~200,000~~ ~~shares of Class A common stock, with~~ ~~102,000~~ ~~shares of Class A common stock outstanding. As a result of the Reverse Stock Split, there was an adjustment of approximately~~ ~~2,408~~ ~~common shares due to the effect of rounding fractional shares into whole shares. The Reverse Stock Split did not have any effect on the stated par value of the Class A common stock.~~
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All references to common shares and common share data in these unaudited condensed consolidated financial statements and elsewhere in this Form 10-Q as of October 31, 2021, and for the three and nine months ended October 31, 2021, and 2020, reflect the Reverse Stock Split.
~~OTCQB Venture Market~~
On August 6, 2021, the Company announced the OTC Markets Group Inc. approved the Company to trade as LBSR on the OTCQB Venture Market, designed for developing and entrepreneurial companies in the U.S. and abroad. Trading on the OTCQB began August 06, 2021.
~~Authorized Shares Amendment~~
On August 10, 2021, the Company’s Board of Directors (the “Board”) unanimously approved, and recommended for shareholder approval, the Amendment in order to increase the number of authorized shares of the Company’s common stock. The record date established by the Board for purposes of determining the number of outstanding shares of voting stock entitled to vote on the Amendment was August 11, 2021 (the “Record Date”).
~~Pursuant to NRS 78.390, amendments to the Company’s Articles of Incorporation must be approved by a majority of the Company’s stockholders.~~
In order to obtain stockholder approval for the Amendment, we could have convened a special meeting of the stockholders for the specific purpose of voting on such matter. However, NRS 78.320(2) provides than any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power. In order to eliminate the costs and management time involved in holding a meeting and obtaining proxies and in order to effect the Amendment as early as possible in order to accomplish the purposes of the Amendment, the Board elected to utilize the written consent option of the holders of a majority of the outstanding shares of our common stock, as provided by Nevada law.
~~The Company has two classes of stock authorized, Class A Stock and Common Stock. As of the Record Date, the Company had~~ ~~10,150,635~~ ~~shares of its Common Stock issued and outstanding and~~ ~~102,000~~ ~~shares of Class A common stock issued and outstanding.~~ ~~Each share of Common Stock is entitled to 1 vote~~ ~~and~~ ~~each share of Class A Stock is entitled to 200 votes. On the Record Date, the holders of all the issued and outstanding shares of our Class A Stock stockholders, representing approximately~~ ~~66.77% of the stockholder voting power, approved the Amendment. No further vote of our stockholders is required for the Company to effect the Amendment.~~
Pursuant to the rules and regulations promulgated by the SEC under the Exchange Act, an Information Statement must be sent to the holders of voting stock who did not sign the Written Consent at least 20 days prior to the effective date of any corporate action taken or authorized pursuant to the consent of the Company’s stockholders. These Information Statements were sent by the Company on September 10, 2021.
~~On October 01, 2021, the registrant amended its articles of incorporation for the purposes of increasing the authorized shares of the registrant from~~ ~~12,500,000~~ ~~shares to~~ ~~25,000,000~~ ~~shares consisting of~~ ~~24,800,000~~ ~~shares of $0.00001~~ ~~par value Common Stock and~~ ~~200,000~~ ~~shares of $0.00001~~ ~~par value Class A Common Stock.~~
~~Purchase Agreement with Triton Funds LP~~

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 the Common 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 its 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 at a purchase price equal to 75% of the lowest daily volume-weighted average price of the Company’s common stock during the 5 business days immediately prior to the date of closing of each separate purchase installment~~. Under the Common Stock Purchase Warrant, Triton has the right for a period of~~ 5 ~~years to elect to purchase up to~~California under an ~~additional $1,000,000~~ ~~of shares of the Company’s common stock at a purchase price per share based upon an assumed $20,000,000~~ ~~market capitalization of the Company’s outstanding shares from time to time.~~
~~The Registration Statement was declared effective by the Securities and Exchange Commission on September 13, 2021.~~S1 registration now effective. On ~~September 14, 2021,~~July 7, 2022, the Company issued ~~a total of~~ ~~490,196~~1,109,804 shares of its common stock ~~under the Purchase Agreement at an aggregate price~~and recorded a subscription receivable of $~~132,374~~187,030 ~~received in November 2021,~~, or ~~approximately~~ $~~0.27~~0.1685 per ~~share (adjusted from original estimate of $0.51~~ ~~per share due to change~~share. The subscription receivable was collected in ~~market price at closing).~~full on August 3, 2022.

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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 six months ended July 31, 2022, the Company issued 500,000 shares of common stock valued at $160,000.

NOTE 10 – Commitments and contingencies
We currently rent a storage space for $45 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 rental period. The annual rentals are $165 per claim. The rentals due by September 1, 2022 for the period from September 1, 2022 through September 1, 2023 of $15,345 have not been 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 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 15,793.24 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 $29,355.

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 ~~October~~July 31, ~~2021, or~~2022 and January 31, ~~2021. The matter is ongoing as of the date of this filing.~~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 iswill aggressively ~~defending~~defend them and believes no unfavorable outcome or material effect on our ~~condensed~~ consolidated financial statements will result.
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On April 22, 2022, the Company reached terms of settlement of the litigation Case No. C20194139, involving our former CEO, James 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 4).
● 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 waives 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 5).
● 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.
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 $44,706, resulting in a gain of $998,284.

NOTE 11 – Subsequent events

On ~~November 15, 2021,~~August 5, 2022, the Company ~~entered into~~issued a ~~convertible promissory note (the “Note”) with Sixth Street Lending LLC. (“Sixth Street”) in the aggregate principal amount~~total of 91,855 shares of our common stock for conversions of $~~60,500~~15,000 in principal for the December 2021 Note at the exercise price $0.1633.
On August 10, 2022, the Company issued a total of 45,603 shares of our common stock for conversions of $5,000 in principal and $2,000 of accrued interest for the December 2021 Note at the exercise price $0.1535.
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. ~~The~~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 August 19, 2022, the Company issued a total of 111,276 shares of our common stock for conversions of $15,000 in principal for the February 2022 Note ~~bears interest~~ at the exercise price $80.1348%.
On August 26, 2022, the Company issued a total of 159,109 shares of our common stock for conversions of $20,000 in principal for the February 2022 Note at the exercise price $0.1257.
On August 29, 2022 (the “Record Date”), ~~with a~~ 10~~% Original Issue Discount, matures on~~ ~~November 15, 2022~~,the Company’s Board of Directors unanimously approved, and ~~is convertible after~~ ~~180~~ ~~days into~~recommended for shareholder approval, the Amendment in order to increase the number of authorized shares of the Company’s common stock ~~at a price~~to 74,800,000. On the Record Date, the holders of 75%all the issued and outstanding shares of our Class A Stock stockholders, representing approximately 56.41% of the ~~average of~~stockholder voting power, approved the ~~lowest 5 weighted average market price of the Company’s common stock during the~~ Amendment.
10 ~~trading days prior to conversion.~~

~~In November 2021, a noteholder converted~~On September 8, 2022, the Company issued a total of $~~40,520~~ ~~of principal and interest on the April 2021 Note for a total of~~ ~~103,692~~168,776 shares of ~~the Company’s~~our common stock ~~or approximately~~for conversions of $~~0.39~~20,000 ~~per share.~~in principal for the February 2022 Note at the exercise price $0.1185.

~~In November and December 2021, a noteholder converted a total of~~Subsequent to July 31, 2022, the CEO paid $~~40,000~~2,500 of ~~principal~~expenses on ~~the May 2021 Note for a total of~~ ~~166,988~~ ~~shares~~behalf of the ~~Company’s common stock, or approximately~~Company and was repaid $14,446. In addition, the Company repaid $~~0.24~~1,900 ~~per share.~~in advances to related parties.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Much of the information included in this quarterly report includes or is based upon estimates, projections or other “forward-looking statements”. Such forward-looking statements include 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 uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward-looking statements”.

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 ~~condensed~~ consolidated financial statements and the accompanying notes to the ~~condensed~~ consolidated financial statements.

Liberty Star Uranium & Metals Corp. was formerly Liberty Star Gold Corp. and formerly Titanium Intelligence, Inc. (“Titanium”). Titanium was incorporated on August 20, 2001, under the laws of the State of Nevada. On February 5, 2004, we commenced operations in the acquisition and exploration of mineral properties business. Big Chunk Corp. (“Big Chunk”) was our wholly owned subsidiary and was incorporated on December 14, 2003, in the State of Alaska. Big Chunk is engaged in the acquisition and exploration of mineral properties business in the State of Alaska. Big Chunk was dissolved on June 3, 2019. Redwall Drilling Inc. (“Redwall”) was our wholly owned subsidiary and was incorporated on August 31, 2007, in the State of Arizona. Redwall performed drilling services on our mineral properties. Redwall ceased drilling activities in July 2008 and was dissolved on March 30, 2010. In April 2007, we changed our name to Liberty Star Uranium & Metals Corp (“Liberty Star”) to reflect our current general exploration for base and precious metals. We are in the exploration phase of operations and have not generated any revenues from operations.

In October 2014, we formed our wholly owned subsidiary, Hay Mountain Holdings LLC (“HMH”) (formerly known as Hay Mountain Super Project LLC), to serve as the primary holding company for development of the potential ore bodies encompassed in the Hay Mountain area of interest in Arizona. On April 11, 2019, we formed a new subsidiary named Earp Ridge Mines LLC, wholly owned by Hay Mountain Holdings LLC, intended for engagement with future venture partners.

On August 13, 2020, the Company formed Red Rock Mines, LLC, an Arizona corporation, as a wholly-owned subsidiary of Hay Mountain Holdings, LLC.

Our Current Business

We are engaged in the acquisition and exploration of mineral properties in the state of Arizona and the Southwest USA. Claims in the state of Arizona are held in the name of Liberty Star. We use the term “Super Project” to indicate a project in which numerous mineral targets have been identified, any one or more of which could potentially contain commercially viable quantities of minerals. Our significant projects are described below.

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Tombstone Super Project (“Tombstone”): Tombstone is located in Cochise County, Arizona and covers the Tombstone caldera and its environs. Within the Tombstone caldera 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 (REE’s). We have not identified any ore reserves to date.
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On June 16, 2020, the company acquired 2 Mineral Exploration Permits (MEP) covering 240 acres at Robbers Roost. Which is located 5.89 miles west of the Hay Mountain Project. While the Robbers Roost MEP area is new to the Company, it has been explored previously by several exploration companies, in the 1970’s and 1990’s, and recently has received significant interest by others operating in the area. Drilling by ASARCO indicates “the presence of a granodioritic porphyry intrusive at depth below the alteration zone. The intrusive is characterized by porphyry copper style alteration and mineralization.” (JB Nelson, “Robbers’ Roost Summary Report,” 1995, p. 2 http://docs.azgs.az.gov/SpecColl/2008-01/2008-01-0103.pdf)

From July 14th to August 5^th, 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 ~~the~~ 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.

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 6^th. 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.

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On May 26, 2021, the company announced the public release of geochemical assay results prepared by ALS/USA Inc. The Company noted in its news release issued May 21^st 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 Feb 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.

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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.
Drilling mobilization will begin immediately upon completing prerequisite State of Arizona archeological and vegetation surveys and obtaining approval by the Arizona State Land Department, which the Company expects to be completed by early 2022. A diamond core drill rig is expected to be active shortly after approval.

Title to mineral claims involves certain inherent risks due to difficulties in determining the validity of certain claims, as well as potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. We have investigated title to all the Company’s mineral properties and, to the best of its knowledge, title to all properties retained are in good standing.

The mineral resource business generally consists of three stages: exploration, development and production. Mineral resource companies that are in the exploration stage have not yet found mineral resources in commercially exploitable quantities and are engaged in exploring land in an effort to discover them. Mineral resource companies that have located a mineral resource in commercially exploitable quantities and are preparing to extract that resource are in the development stage, while those engaged in the extraction of a known mineral resource are in the production stage. We have not found any mineral resources in commercially exploitable quantities.

There is no assurance that a commercially viable mineral deposit exists on any of our properties, and further exploration is required before we can evaluate whether any exist and, if so, whether it would be economically feasible to develop or exploit those resources. Even if we complete our current exploration program and we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering studies before we could know whether that mineral deposit will constitute a commercially viable mineral deposit, known as an “ore reserve.”

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.

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. 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 delays in acquiring a JV to begin our primary drilling project.

Results of Operations

Material Changes in Financial Condition for the ~~Nine-Month~~Six-Month Period Ended ~~October~~July 31, ~~2021~~2022

We had cash and cash equivalents in the amount of ~~$25,144~~$2,445 as of ~~October~~July 31, ~~2021,~~2022, compared to ~~$6,718~~$102,741 as of January 31, ~~2021.~~2022. We had negative working capital of ~~$2,110,583~~$769,351 as of ~~October~~July 31, ~~2021,~~2022, compared to ~~$1,991,571~~$1,427,895 as of January 31, ~~2021.~~2022. We used ~~$341,171~~$273,404 of net cash in operating activities during the ~~nine~~six months ended ~~October 31,2021~~July 31, 2022, 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 (aeromagnetics and aero electromagnetics). ~~We purchased no new equipment during the nine months ended October 31,2021.~~ We have been raising capital primarily by issuing convertible promissory notes, related party notes and the 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.

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Material Changes in Results of Operations for the ~~Three- and Nine-Month~~Three -Month Periods Ended ~~October~~July 31, ~~2021~~2022 and ~~2020~~2021

We had a net loss of ~~$188,938 and $403,555~~$55,040 for the three ~~and nine~~ months ended ~~October~~July 31, ~~2021,~~2022, compared to a net loss of ~~$185,462 and $694,423~~$132,993 for the three ~~and nine~~ months ended ~~October 31,2020, respectively.~~July 31, 2021.
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During the three ~~and nine~~ months ended ~~October 31,2021,~~July 31, 2022, we had an increase of ~~$3,144 and a decrease of $44,846~~$32,028 in geological and geophysical expense compared to the three ~~and nine~~ months ended ~~October 31,2020,~~July 31, 2021, due primarily to ~~a decrease~~an increase in ~~land rental fees for mineral claims~~geochemical analysis for the ~~nine~~three month period. During the three ~~and nine~~ months ended ~~October 31,2021,~~July 31, 2022, we had ~~a decrease~~an increase of ~~$10,357 and $8,322, respectively,~~$3,783 in salaries and benefit expense compared to the three ~~and nine~~ months ended ~~October 31,2020,~~July 31, 2021, due primarily ~~to the $13,000~~a cost of ~~SBA grant proceeds received in August 2021.~~living increase. During the three ~~and nine~~ months ended ~~October 31,2021,~~July 31, 2022, we had ~~a decrease~~an increase of ~~$23,737 and $92,758, respectively,~~$65,389 in ~~legal expense~~professional services compared to the three ~~and nine~~ months ended October 31,2020, due primarily to a decrease in the use of outside legal services for operations, finance and litigation matters. We had an increase in professional services of $13,221 and $13,870, respectively, during the three and nine months ended OctoberJuly 31, 2021, ~~as compared to the three and nine months ended October 31,2020 which was~~ due primarily to an increase in the ~~cost of~~ audit ~~accounting~~ and ~~related services.~~filing fees. We had an increase in general and administrative expenses of ~~$7,319 and $11,948, respectively,~~$129,686 during the three ~~and nine~~ months ended ~~October~~July 31, ~~2021,~~2022, as compared to the three ~~and nine~~ months ended ~~October 31,2020~~July 31,2021 which was due to ~~a slight~~an increase ~~in occupancy and technology expense.~~stock-based compensation to Dutchess Group. We had ~~a decrease in interest expense of $4,651 and in~~an increase in interest expense of ~~$72,329, respectively,~~$35,568 during the three ~~and nine~~ months ended ~~October 31,2020,~~July 31, 2022 as compared to the three ~~and nine~~ months ended ~~October 31,2020,~~July 31, 2021, due primarily to ~~a decrease~~an increase in convertible notes payable. We had a gain of ~~$76,990~~$370,745 and ~~a loss of $39,631~~$26,338 on change in fair value of derivative liability for the ~~nine~~three months ended ~~October~~July 31, ~~2021~~2022 and ~~2020,~~2021, respectively, due primarily to the changes in derivative liability activity during the periods.
Material Changes in Results of Operations for the Six -Month Periods Ended July 31, 2022 and 2021
We had a net income of $756,798 for the six months ended July 31, 2022, compared to a net loss of $214,617 for the six months ended July 31, 2021.
During the six months ended July 31, 2022, we had a increase of $30,945 in geological and geophysical expense compared to the six months ended July 31, 2021, due primarily to an increase in geochemical analysis for the three month period. During the six months ended July 31, 2022, we had an increase of $10,994 in salaries and benefit expense compared to the six months ended July 31, 2021, due primarily a cost of living increase. During the six months ended July 31, 2022, we had an increase of $53,889 in professional services compared to the six months ended July 31, 2021, due primarily to an increase in the audit and filing fees. We had an increase in general and administrative expenses of $150,181 during the six months ended July 31, 2022, as compared to the six months ended July 31, 2021, which was due to an increase stock-based compensation to Dutchess Group. We had an increase in interest expense of $37,418 during the six months ended July 31, 2022 as compared to the six months ended July 31, 2021, due primarily to an increase in convertible notes payable. We had a gain of $300,697 and $76,990 on change in fair value of derivative liability for the six months ended July 31, 2022 and 2021, respectively, due primarily to the changes in derivative liability activity during the periods. During the six months ended July 31, 2022, we had a gain on forgiveness of SBA loan of $32,851 and a gain on settlement of debt of $998,284 related to the settlement with James Briscoe.

Liquidity and Capital Resources

We had cash and cash equivalents in the amount of ~~$25,144~~$2,445 as of ~~October~~July 31, ~~2021.~~2022. We had negative working capital of ~~$2,110,583~~$769,351 as of ~~October~~July 31, ~~2021.~~2022. We used cash in operating activities of ~~$341,171~~$273,404 for the ~~nine~~six months ended ~~October~~July 31, ~~2021.~~2022. We will need additional funds in order to proceed with our planned exploration program.

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 ~~October 28, 2020, we received net proceeds of $82,000 from~~February 7, 2022, the ~~issuance of~~Company entered into a convertible promissory note ~~dated October 20, 2020~~with 1800 Diagonal Lending (formerly known as Sixth Street) in the aggregate principal amount of $74,800 (the ~~“October 2020~~“February 2022 Note”). The note bears interest at 8%, ~~includes OID~~with an Original Issue Discount of ~~$8,500 and legal and due diligence fees of $3,000,~~$9,800, matures on September 1, 2021, 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 nine months ended October 31, 2021, the noteholder converted a total of $96,900 of the note for 132,353 shares of the Company’s common stock, leaving a balance of $0 as of October 31, 2021.
On April 26, 2021, we received net proceeds of $60,000 from the issuance of a convertible note dated April 23, 2021 (the “April 2021 Note”). The note bears interest at 8%, includes legal and due diligence fees of $3,000, matures on April 23, 2022,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 price of the Company’s common stock during the 10 trading days prior to conversion.

On ~~May 11, 2021, we issued~~April 25, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending (formerly known as Sixth Street) in the aggregate principal amount of ~~$53,000~~$71,500 (the ~~“May 2021~~“April 2022 Note”). The note bears interest at 8%, ~~includes legal and due diligence fees~~with an Original Issue Discount of ~~$3,000,~~$8,000, matures on ~~May 11, 2022,~~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 price of the Company’s common stock during the 10 trading days prior to conversion.

On ~~October 8, 2021, we issued~~July 14, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending in the aggregate principal amount of ~~$69,300~~$45,138 (the ~~“October 2021~~“July 2022 Note”). The ~~Note~~note bears interest at 8%, with ~~a 10%~~an Original Issue Discount of $10,138, matures on ~~October 8, 2022,~~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 price of the Company’s common stock during the 10 trading days prior to conversion.

18
19
On November 15, 2021, the Company entered into a convertible promissory note (the “Note”) with Sixth Street Lending LLC. (“Sixth Street”) in the aggregate principal amount of $60,500. The Note bears interest at 8%, with a 10% Original Issue Discount, 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.
~~Proceeds from issuance of common stock~~
~~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 23, 2021, the Company issued 15,049 of its common stock to a noteholder for the conversion of $12,000 of principal under the October 2020 Note, or $0.797 per share.~~
~~On April 27, 2021, the Company issued 18,832 of its common stock to a noteholder for the conversion of $15,000 of principal under the October 2020 Note, or $0.797 per share.~~
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.
In May 2021, the Company issued a total of 98,472 shares of its common stock to a noteholder for the conversion of an aggregate of $69,900 of principal and accrued interest under the October 2020 Note, at prices ranging from $0.699 to $0.743 per share.
~~In October 2021, the Company issued a total of 57,498 shares of its common stock to a noteholder for the conversion of $25,000 of principal under the October 2020 Note, at a price of $0.435 per share.~~
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.
~~Proceeds from long-term notes payable~~
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 18, 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 July 19, 2022. The company is seeking full forgiveness of this loan..
~~In August 2021, the Company received an aggregate of $13,000 of advances under the SBA’s Supplemental Targeted Advance and Targeted EIDL Advance programs. These advances do not require repayment.~~
20

Critical Accounting Policies

The ~~unaudited condensed consolidated~~preparation of financial statements ~~of Liberty Star have been prepared~~ in conformity with accounting principles generally accepted in the United States of ~~America. Our significant accounting policies are described~~America requires management to make estimates, assumptions and judgments that affect the amounts reported in ~~Note 2 to~~ the ~~unaudited condensed consolidated~~ financial statements, ~~included in Item 8 in our Form 10-K for~~including the ~~year ended January 31, 2021. The~~notes thereto. We consider critical accounting policies ~~adopted by~~to be those that require more significant judgments and estimates in the preparation of our ~~company are as follows:~~financial statements, including the following: long lived assets; intangible assets valuations; and income tax valuations. Management relies on historical experience and other assumptions believed to be reasonable in making its judgment and estimates. Actual results could differ materially from those estimates.

~~Going Concern~~
Since we have not generated any revenue, we have negative cash flows from operations and negative working capital, and we have included a reference to the substantial doubt about our ability to continue as a going concern in connection with our unaudited condensed consolidated financial statements asManagement believes its application of ~~October 31, 2021. Our total stockholders’ deficit at October 31, 2021 was approximately $2.1 million.~~
These unaudited 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~~accounting policies, and the related subscription agreements to determine the appropriate reporting within the unaudited condensed consolidated financial statements. We report convertible promissory notes as liabilities at their carrying value less unamortized discounts in accordance with the applicableestimates inherently required therein, are reasonable. These accounting ~~guidance. We record conversion options~~policies and ~~detachable common stock purchase warrants~~estimates are periodically reevaluated, and ~~report them as derivative liabilities at fair value at each reporting period~~adjustments are made 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.~~facts and circumstances dictate a change.
~~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.
21

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures at ~~October~~July 31, ~~2021,~~2022, which is the end of the fiscal quarter covered by this report. This evaluation was carried out by Mr. Brett Gross, our principal executive officer and Ms. Patricia Madaris, our principal financial officer. Based on this evaluation, Mr. Brett Gross and Ms. Patricia Madaris have concluded that our disclosure controls and procedures were not effective as at the end of the period covered by this report. Given the size of our current operation and existing personnel, the opportunity to implement internal control procedures that segregate accounting duties and responsibilities is limited. Until the organization can increase in size to warrant an increase in personnel, formal internal control procedures will not be implemented until they can be effectively executed and monitored. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Management believes that despite our material weaknesses set forth above, our financial statements for the quarter ended ~~October~~July 31, ~~2021~~2022, are fairly stated, in all material respects, in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~October~~July 31, ~~2021,~~2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
22
PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Legal Matter

On ~~August~~April 22, ~~2019 (and amended on December 23, 2019),~~2022, the Company reached terms of settlement of the litigation Case No. C20194139, involving our former CEO, James Briscoe, previously filed ~~a complaint with~~in the Superior Court of ~~Arizona (Case No. C20194139), demanding~~Arizona. Effective April 22, 2022, the ~~titles~~Company’s board of directors voted on, accepted and ~~possession of certain vehicles~~the settlement is now hereby approved, ratified, 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 October 31, 2021 or January 31, 2021. The matter is ongoing as of the date of this filing.confirmed.

~~On February 18, 2020, our former CEO and his spouse (the “Counterclaimants”) filed a First Amended Answer: First Amended Complaint and Counterclaim~~A summary of the terms of that settlement is as follows:
● Mr. Briscoe drops his demand for “accrued wages” (see Note 4).
● Mr. Briscoe drops his claim for payment of his credit card debt (see Note 4).
● Mr. Briscoe drops all other claims and waives and releases all claims, known or unknown.
● Mr. Briscoe will return title and possession of all the vehicles that he previously transferred to his name. Mr. Briscoe will also return to the Company all Company property identified in our First Amended Complaint.
● The Company will reinstate Mr. Briscoe’s stock options that 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 (see Note 5).
● The Company will pay Mr. Briscoe a sum of $29,677 in 15 equal monthly installments reflected in accounts payable and accrued liabilities on the accompanying consolidated balance sheets.
● Both parties will agree 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.
In connection with the ~~Superior Court~~settlement, we wrote off $1,072,667 of ~~Arizona seeking dismissal~~liabilities in exchange for $29,677 of new debt and the ~~Company’s complaint and reimbursement~~issuance of ~~Counterclaimants’ attorney fees incurred related to the matter. Additionally, the counterclaim alleges breach~~options with a fair value of ~~contract by the Company and requests reimbursement~~$44,706, resulting in a gain 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 is aggressively defending them and believes no unfavorable outcome or material effect on our condensed consolidated financial statements will result.$998,284.

Item 1A. Risk Factors

Not applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On ~~March 5, 2021,~~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 May 23, 2022, the Company issued ~~6,000~~a total of 98,386 shares of our common stock for conversions of $24,300 in principal and $2,520 of accrued interest for the October 2021 Note at the exercise price $0.2726.
On May 31, 2022, the Company issued a total of 77,519 shares of our common stock for conversions of $28,500 in principal for the November 2021 Note at the exercise price of $0.2580.
On June 9, 2022, the Company issued a total of 80,518 shares of our common stock for conversions of $20,500 in principal for the November 2021 Note at the exercise price of $0.2546.
On June 28, 2022, the Company issued a total of 103,400 shares of our common stock for conversions of $20,000 in principal and $2,200 of accrued for the November 2021 Note at the exercise price of $0.2147.
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 six months ended July 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 ~~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,~~$187,030, 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 1, 2021, the Company issued 14,726 shares of its common stock and 7,363 warrants to our Chairman of the Board for gross proceeds of $15,000, for $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 23, 2021, the Company issued 15,049 of its common stock to a noteholder for the conversion of $12,000 of principal under the October 2020 Note, or $0.797~~$0.1685 per share.

On ~~April 27, 2021, the Company issued 18,832 of its common stock to a noteholder for the conversion of $15,000 of principal under the October 2020 Note, or $0.797 per share.~~
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.
~~In May 2021,~~July 11, 2022, the Company issued a total of ~~98,472~~94,161 shares of ~~its~~our common stock ~~to a noteholder~~for conversions of $28,000 in principal for the ~~conversion of an aggregate of $69,900 of principal and accrued interest under the October 2020~~December 2021 Note at ~~prices ranging from $0.699 to $0.743 per share.~~the exercise price of $0.2124.

~~In October 2021,~~On July 28, 2022, the Company issued a total of ~~57,498~~85,911 shares of ~~its~~our common stock ~~to a noteholder~~for conversions of $15,000 in principal for the ~~conversion~~December 2021 Note at the exercise price of ~~$25,000~~$0.1746.
On August 5, 2022, the Company issued a total of 91,855 shares of our common stock for conversions of $15,000 in principal ~~under~~for the ~~October 2020~~December 2021 Note at the exercise price $0.1633.
On August 10, 2022, the Company issued a total of 45,603 shares of our common stock for conversions of $5,000 in principal and $2,000 of accrued interest for the December 2021 Note at the exercise price $0.1535.
20
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 ~~$0.435~~$0.187 per ~~share.~~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.

~~In October 2021,~~On August 19, 2022, the Company issued ~~60,887~~a total of 111,276 shares of ~~its~~our common stock ~~and 30,444 warrants to a director~~ for ~~gross proceeds~~conversions of ~~$35,000,~~$15,000 in principal for ~~$0.575 per unit. The warrants have a three-year term and are exercisable~~the February 2022 Note at ~~any time at an~~the exercise price ~~of $0.805.~~$0.1348.

~~In October 2021,~~On August 26, 2022, the Company issued ~~25,986~~a total of 159,109 shares of ~~its~~our common stock ~~and 12,993 warrants to a director~~ for ~~gross proceeds~~conversions of ~~$15,000,~~$20,000 in principal for ~~$0.577 per unit. The warrants have a three-year term and are exercisable~~the February 2022 Note at ~~any time at an~~the exercise price $0.1257.
On September 8, 2022, the Company issued a total of ~~$0.808.~~168,776 shares of our common stock for conversions of $20,000 in principal for the February 2022 Note at the exercise price $0.1185.

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.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and under Item 104 of Regulation S-K, each operator of a coal or other mine is required to include disclosures regarding certain mine safety results in its periodic reports filed with the SEC. The operation of our mine(s) that may be developed in the future would be subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977. We do not own any mines in the United States and as a result, this information is not required.

Item 5. Other Information.

None.
23

Item 6. Exhibits

Exhibit Number Description of Exhibit

3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our registration statement on Form SB-2, filed with the SEC on May 14, 2002).
3.2 Bylaws (incorporated by reference to Exhibit 3.2 to our quarterly report on Form 10-QSB, filed with the SEC on December 14, 2007).
3.3 Certificate of Change to Authorized Capital (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed with the SEC on September 2, 2009).
3.4 Articles of Merger (incorporated by reference to Exhibit 3.4 to our annual 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).
10.1 Convertible Promissory Note issued to ~~Power Up~~Sixth Street Lending ~~Group Ltd.~~LLC dated ~~October 20, 2020~~February 7, 2022. (incorporated by reference to Exhibit ~~3.11~~3.31 to our current report on Form 8-K, filed with the SEC on ~~October 27, 2020)~~February14, 2022).
10.2 Convertible Promissory Note issued to ~~Redstart Holdings Corp.~~Sixth Street Lending LLC dated April ~~23, 2021~~25, 2022. (incorporated by reference to Exhibit ~~3.14 to our current report on Form 8-K, filed with the SEC on April 27, 2021).~~
~~10.3~~ ~~Convertible Promissory Note issued to Redstart Holdings Corp. dated May 11, 2021 (incorporated by reference to Exhibit 3.16~~3.33 to our current report on Form 8-K, filed with the SEC on May ~~17, 2021).~~
~~10.4~~ Convertible Promissory Note issued to Geneva Roth Remark Holdings Inc. dated October 8, 2021 (incorporated by reference to Exhibit 3.25 to our current report on Form 8-K, filed with the SEC on October 14, 2021)2, 2022).
14.1 Code of Ethics (Filed as an exhibit to our Annual Report on Form 10-KSB, filed with the SEC on March 31, 2004).
31.1* Section 302 Certification under Sarbanes-Oxley Act of 2002 of Chief Executive Officer
31.2* Section 302 Certification under Sarbanes-Oxley Act of 2002 of Chief Financial Officer
32.1* Section 906 Certification under Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer
101.INS* Inline XBRL INSTANCE DOCUMENT
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 (embedded within the Inline XBRL document)

* Filed herewith.

21 24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LIBERTY STAR URANIUM & METALS CORP.

By: /s/ Brett Gross
Brett Gross,
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Patricia Madaris
Patricia Madaris,
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

Date: ~~December 20, 2021~~September 14, 2022

25 22

	October 31, 2021			January 31, 2021
		(Unaudited)
Assets

Current:
Cash and cash equivalents	$	25,144		$	6,718
Prepaid expenses		14,740			4,815
Total current assets		39,884			11,533

Property and equipment, net		29,181			33,556
Total assets	$	69,065		$	45,089

Liabilities and Stockholders’ Deficit

Current:
Accounts payable and accrued liabilities	$	495,071		$	467,957
Accounts payable to related parties		51,119			51,119
Accrued wages to related parties		811,711			811,711
Advances from related party		328,220			301,077
Notes payable to related parties		310,828			283,271
Convertible promissory note, net of unamortized debt discount of $31,006 and $7,642		134,249			87,969
Derivative liability		323,220			-
Total current liabilities		2,454,418			2,003,104

Long-term:
Long-term accounts payable, net of current portion		-			20,300
Long-term debt - SBA		66,796			33,162
Total long-term liabilities		66,796			53,462

Total liabilities		2,521,214			2,056,566

Commitments and Contingencies (Note 10)		-			-

Stockholders’ deficit:
Class A Common stock - $.00001 par value; 200,000 and 0 authorized; 102,000 shares issued and outstanding		1			1

Common stock - $.00001 par value; 24,800,000 authorized; 10,785,202 and 9,902,052 shares issued and outstanding, respectively		108			99
Common stock value		108			99
Common stock to be issued		-			15,000
Stock subscription receivable		(132,374	)		-
Additional paid-in capital		55,537,526			55,503,564
Accumulated deficit		(57,857,410	)		(57,530,141	)
Total stockholders’ deficit		(2,452,149	)		(2,011,477	)

Total liabilities and stockholders’ deficit	$	69,065		$	45,089

	July 31,			January 31,
	2022			2022

Assets

Current:
Cash and cash equivalents	$	2,445		$	102,741
Subscription receivable		187,030			-
Prepaid expenses		22,267			13,066
Total current assets		211,742			115,807

Property and equipment, net		24,805			27,722
Total assets	$	236,547		$	143,529

Liabilities and Stockholders’ Deficit

Current:
Accounts payable and accrued liabilities	$	259,819		$	486,629
Accounts payable to related parties		-			51,119
Accrued wages to related parties		51,762			811,711
Advances from related parties		18,846			-
Note payable		13,958			-
Notes payable to related parties		-			13,121
Convertible promissory note, net of unamortized debt discount of $33,526 and $20,178		177,912			181,122
Derivative liability		458,796			-
Total current liabilities		981,093			1,543,702

Long-term:
Long-term debt - SBA		32,400			64,897
Total long-term liabilities		32,400			64,897

Total liabilities		1,013,493			1,608,599

Commitments and Contingencies (Note 10)		-			-

Stockholders’ deficit:
Class A Common stock - $.00001 par value; 200,000 authorized; 102,000 shares issued and outstanding		1			1

Common stock - $.00001 par value; 24,800,000 authorized; 15,766,053 and 13,458,752 shares issued and outstanding, respectively		157			135
Common stock, value		157			135
Additional paid-in capital		56,434,920			56,503,616
Accumulated deficit		(57,212,024	)		(57,968,822	)
Total stockholders’ deficit		(776,946	)		(1,465,070	)

Total liabilities and stockholders’ deficit	$	236,547		$	143,529

	2021			2020			2021			2020
	For the Three Months Ended						For the Nine Months Ended
	October 31,						October 31,
	2021			2020			2021			2020
Revenues	$	-		$	-		$	-		$	-
Expenses:
Geological and geophysical costs		51,928			48,784			58,489			103,335
Salaries and benefits		26,514			36,871			100,270			108,592
Public relations		11,123			-			15,656			-
Depreciation		1,458			1,531			4,375			4,878
Legal		26,253			49,990			52,704			145,462
Professional services		30,788			17,567			74,870			61,000
General and administrative		24,743			17,424			63,037			51,089
Travel		4,539			6,354			5,179			6,793
Net operating expenses		177,346			178,521			374,580			481,149
Loss from operations		(177,346	)		(178,521	)		(374,580	)		(481,149	)

Other income (expense):
Interest expense		(24,933	)		(6,941	)		(119,306	)		(173,643	)
Gain (loss) on change in fair value of derivative liability		89,627			-			166,617			(39,631	)
Total other income (expense)		64,694			(6,941	)		47,311			(213,274	)
Net loss	$	(112,652	)	$	(185,462	)		(327,269	)	$	(694,423	)

Net loss per share of common stock - basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.03	)	$	(0.07	)

Weighted average number of shares of common stock outstanding - basic and diluted		10,525,072			10,001,644			10,272,721			9,660,741


	For the Three Months Ended						For the six months ended
	July 31						July 31
	2022			2021			2022			2021

Revenues	$	-		$	-		$	-		$	-
Expenses:
Geological and geophysical costs		36,830			4,802			37,506			6,561
Salaries and benefits		40,980			37,197			84,750			73,756
Professional services		69,187			3,798			97,971			44,082
General and administrative		187,031			57,345			223,016			72,835
Net operating expenses		334,028			103,142			443,243			197,234
Loss from operations		(334,028	)		(103,142	)		(443,243	)		(197,234	)

Other income (expense):
Interest expense		(91,757	)		(56,189	)		(131,791	)		(94,373	)
Gain on forgiveness of SBA loan		-			-			32,851			-
Gain on settlement of debt		-			-			998,284			-
Gain on change in fair value of derivative liability		370,745			26,338			300,697			76,990
Total other income (expense)		278,988			(29,851	)		1,200,041			(17,383	)
Net income (loss)	$	(55,040	)	$	(132,993	)	$	756,798		$	(214,617	)

Net income (loss) per share of common stock - basic	$	(0.00	)	$	(0.01	)	$	0.05		$	(0.02	)
Net income (loss) per share of common stock - diluted	$	(0.00	)	$	(0.01	)	$	0.05		$	(0.02	)

Weighted average shares outstanding - basic		14,223,102			10,244,049			13,854,141			10,144,455
Weighted average shares outstanding - diluted		14,223,102			10,244,049			13,973,780			10,144,455

									Common
	Class A Common stock				Common stock				stock to be			Stock 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		-		-		116,230		1		(15,000	)		-			122,099			-			107,100
Issuance of common stock for cash pursuant to investment agreement
Issuance of common stock for cash pursuant to investment agreement, shares
Class A Shares issued to settle related party advances and notes payable
Class A Shares issued to settle related party advances and notes payable, shares
Shares issued for conversion of notes		-		-		33,881		1		-			-			26,999			-			27,000
Shares issued for services
Shares issued for services, shares
Reclass of APIC to derivative liabilities for tainted warrants		-		-		-		-		-			-			(293,528	)		-			(293,528	)
Resolution of derivative liabilities due to debt conversions		-		-		-		-		-			-			17,406			-			17,406
Net loss for the three months ended April 30, 2021		-		-		-		-		-			-						(81,624	)		(81,624	)
Balance, April 30, 2021		102,000		1		10,052,163		101		-			-			55,376,540			(57,611,765	)		(2,235,123	)
Shares issued for conversion of notes		-		-		98,472		1		-			-			69,899			-			69,900
Resolution of derivative liabilities due to debt conversions		-		-		-		-		-			-			263,956			-			263,956
Net loss for the three months ended July 31, 2021		-		-		-		-		-			-			-			(132,993	)		(132,993	)
Balance, July 31, 2021		102,000		1		10,150,635		102		-			-			55,710,395			(57,744,758	)		(2,034,260	)
Issuance of common stock and warrants in private placement		-		-		86,873		1		-			-			49,999			-			50,000
Issuance of common stock for cash pursuant to investment agreement		-		-		490,196		5		-			(132,374	)		132,369			-			-
Shares issued for conversion of notes		-		-		57,498		-		-			-			25,000			-			25,000
Reclass of APIC to derivative liabilities for tainted warrants		-		-		-		-		-			-			(392,617	)		-			(392,617	)
Resolution of derivative liabilities due to debt conversions		-		-		-		-		-			-			12,380			-			12,380
Net loss for the three months ended October 31, 2021		-		-		-		-		-			-			-			(112,652	)		(112,652	)
Balance, October 31, 2021		102,000	$	1		10,785,202	$	108	$	-			(132,374	)	$	55,537,526		$	(57,857,410	)	$	(2,452,149	)


	Class A Common stock				Common stock				Common stock to be			Additional paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Issued			Capital			Deficit			Deficit

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, 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		-		-		116,230		1		(15,000	)		122,099			-			107,100
Shares issued for conversion of notes		-		-		33,881		1		-			26,999			-			27,000
Reclass of APIC to derivative liabilities for tainted warrants		-		-		-		-		-			(293,528	)		-			(293,528	)
Resolution of derivative liabilities due to debt conversions and untainted warrants		-		-		-		-		-			17,406			-			17,406
Net loss for the three months ended April 30, 2021		-		-		-		-		-			-			(81,624	)		(81,624	)
Balance, April 30, 2021		102,000		1		10,052,163		101		-			55,376,540			(57,611,765	)		(2,235,123	)
Shares issued for conversion of notes		-		-		98,472		1		-			69,899			-			69,900
Resolution of derivative liabilities due to debt conversions and untainted warrants		-		-		-		-		-			263,956			-			263,956
Net loss for the three months ended July 31, 2021		-		-		-		-		-			-			(132,993	)		(132,993	)
Net income(loss)		-		-		-		-		-			-			(132,993	)		(132,993	)
Balance, July 31, 2021		102,000	$	1		10,150,635	$	102	$	-		$	55,710,395		$	(57,744,758	)	$	(2,034,260	)

			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 liability at July 31, 2022	$	458,796		-		-	$	458,796
Warrant and convertible note derivative liability at January 31, 2022	$	-		-		-	$	-

			Weighted average		Number of options		Weighted average exercise price per share
	Number of		exercise
	options		price per share
Outstanding, January 31, 2021		146,000	$	3.019
Outstanding, January 31, 2022						145,250	$	2.97
Granted		-		-		158,760		12.76
Expired		-		-		-		-
Exercised		-		-		-		-
Outstanding, October 31, 2021		146,000	$	3.019
Outstanding, July 31, 2022						304,010	$	8.08

Exercisable, October 31, 2021		146,000	$	3.019
Exercisable, July 31, 2022						304,010	$	8.08

				Weighted		Number of warrants		Weighted average exercise price per share
				average
	Number of warrants			exercise price per share
Outstanding, January 31, 2021		400,166		$	2.155
Outstanding, January 31, 2022							2,164,167	$	2.16
Issued		606,084			1.846		6,649		0.53
Expired		-			-		-		-
Exercised		(6,000	)		0.350		-		-
Outstanding, October 31, 2021		1,000,250		$	1.979
Outstanding, July 31, 2022							2,170,816	$	1.12

Exercisable, October 31, 2021		1,000,250		$	1.979
Exercisable, July 31, 2022							1,663,284	$	0.85

	●	The stock projections are based on the historical volatilities for each date. These volatilities were in the ~~75.4%~~85.0% to ~~187.4%~~132.7% 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.~~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.~~month.

	Nine months ended October 31,
	2021			2020
Beginning balance	$	-		$	-
Total (gain) loss		(166,617	)		39,631
Settlements		(293,742	)		(369,103	)
Additions recognized as debt discount		97,434			140,000
Additions due to tainted warrants		686,145			189,472
Ending balance	$	323,220		$	-

Change in unrealized (gain) loss included in earnings relating to derivatives	$	(166,617	)	$	39,631

	Six months ended July 31,
	2022			2021
Beginning balance	$	-		$	-
Total gain		(300,697	)		(76,990	)
Settlements		(78,474	)		(281,361	)
Additions recognized as debt discount		104,886			64,823
Additions due to tainted warrants		733,081			293,528
Ending balance	$	458,796		$	-

Change in gain on fair value of derivative liability included in earnings relating to derivatives	$	(300,697	)	$	(76,990	)

	October 31, 2021			January 31, 2021			July 31, 2022			January 31, 2022

8% convertible note payable issued October 2020, due September 2021	$	-		$	95,611
8% convertible note payable issued April 2021, due April 2022		40,596			-
8% convertible note payable issued May 2021, due May 2022		55,010			-
8% convertible note payable issued October 2021, due October 2022		69,649			-
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								20,000			63,000
8% convertible note payable issued February 2022, due February 2023								74,800			-
8% convertible note payable issued April 2022, due April 2023								71,500			-
8% convertible note payable issued July 2022, due July 2023								45,138			-
Convertible note payable		165,255			95,611			211,438			201,300
Less debt discount		(31,006	)		(7,642	)		(33,526	)		(20,178	)
Less current portion of convertible notes		(134,249	)		(87,969	)		(177,912	)		(181,122	)
Long-term convertible notes payable	$	-		$	-		$	-		$	-

	●	Mr. Briscoe dropped his demand for “accrued wages” (see Note 4).
	●	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 waives 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 5).
	●	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.

	●	Mr. Briscoe drops his claim for payment of his credit card debt (see Note 4).
	●	Mr. Briscoe drops all other claims and waives and releases all claims, known or unknown.
	●	Mr. Briscoe will return title and possession of all the vehicles that he previously transferred to his name. Mr. Briscoe will also return to the Company all Company property identified in our First Amended Complaint.
	●	The Company will reinstate Mr. Briscoe’s stock options that 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 (see Note 5).
	●	The Company will pay Mr. Briscoe a sum of $29,677 in 15 equal monthly installments reflected in accounts payable and accrued liabilities on the accompanying consolidated balance sheets.
	●	Both parties will agree 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.

Exhibit Number		Description of Exhibit

3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our registration statement on Form SB-2, filed with the SEC on May 14, 2002).
3.2		Bylaws (incorporated by reference to Exhibit 3.2 to our quarterly report on Form 10-QSB, filed with the SEC on December 14, 2007).
3.3		Certificate of Change to Authorized Capital (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed with the SEC on September 2, 2009).
3.4		Articles of Merger (incorporated by reference to Exhibit 3.4 to our annual 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).
10.1		Convertible Promissory Note issued to ~~Power Up~~Sixth Street Lending ~~Group Ltd.~~LLC dated ~~October 20, 2020~~February 7, 2022. (incorporated by reference to Exhibit ~~3.11~~3.31 to our current report on Form 8-K, filed with the SEC on ~~October 27, 2020)~~February14, 2022).
10.2		Convertible Promissory Note issued to ~~Redstart Holdings Corp.~~Sixth Street Lending LLC dated April ~~23, 2021~~25, 2022. (incorporated by reference to Exhibit ~~3.14 to our current report on Form 8-K, filed with the SEC on April 27, 2021).~~
~~10.3~~		~~Convertible Promissory Note issued to Redstart Holdings Corp. dated May 11, 2021 (incorporated by reference to Exhibit 3.16~~3.33 to our current report on Form 8-K, filed with the SEC on May ~~17, 2021).~~
~~10.4~~		Convertible Promissory Note issued to Geneva Roth Remark Holdings Inc. dated October 8, 2021 (incorporated by reference to Exhibit 3.25 to our current report on Form 8-K, filed with the SEC on October 14, 2021)2, 2022).
14.1		Code of Ethics (Filed as an exhibit to our Annual Report on Form 10-KSB, filed with the SEC on March 31, 2004).
31.1*		Section 302 Certification under Sarbanes-Oxley Act of 2002 of Chief Executive Officer
31.2*		Section 302 Certification under Sarbanes-Oxley Act of 2002 of Chief Financial Officer
32.1*		Section 906 Certification under Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer
101.INS*		Inline XBRL INSTANCE DOCUMENT
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 (embedded within the Inline XBRL document)

LIBERTY STAR URANIUM & METALS CORP.

By:	/s/ Brett Gross
	Brett Gross,
	Chief Executive Officer
	(Principal Executive Officer)


By:	/s/ Patricia Madaris
	Patricia Madaris,
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)