Liberty Star Uranium & Metals SEC Filings

Liberty Star Uranium & Metals Corp. obtained written consent from its majority stockholder, Peter O’Heeron, who controls 147,209,838 voting shares, or 79% of total voting power, to amend its articles of incorporation. The amendment increases authorized common stock from 150,000,000 to 300,000,000 shares, consisting of 299,500,000 shares of Common Stock and 500,000 shares of Class A Common Stock, without changing par value.

The approval was given by written consent in lieu of a shareholder meeting, so no vote or action is required from other stockholders and no dissenters’ or appraisal rights apply. The company states the added capacity is intended to support potential use of outstanding convertible securities and possible future acquisitions, services, employment arrangements, and financings, while indicating it has no definitive plans or agreements yet. The filing also notes that additional authorized shares could be used in ways that might discourage a non-negotiated takeover.

Liberty Star Uranium & Metals Corp. reported changes to its leadership and structure. The company appointed Matt Westbrook to its Board of Directors, highlighting his experience in critical minerals development, national security–focused investment, and relationships across U.S. defense and intelligence communities. He is expected to support projects such as Hay Mountain Holdings, Earp Ridge, Red Rock Canyon, and the newly defined American Strategic Minerals initiative.

The company also disclosed that director Saleem Elmasri resigned from the board effective December 19, 2025, and will continue as an advisor, with the company stating his departure was not due to any disagreement over operations, policies, or practices. In a separate move, Liberty Star formed American Strategic Minerals LLC on December 17, 2025 as a 100% owned Arizona entity focused on partnership opportunities in critical minerals important to U.S. technology and defense infrastructure.

Liberty Star Uranium & Metals Corp. disclosed that insider Patricia Madaris beneficially owns 4,876,487 common shares, representing 5.42% of the company’s outstanding stock. This percentage is based on 86,743,909 common shares issued and outstanding. Her beneficial ownership includes 2,391,481 options and 778,386 warrants that are exercisable within 60 days, which are counted in the total. Madaris has sole voting power over all 4,876,487 shares and reports that the holdings were acquired with personal funds for investment purposes.

Liberty Star Uranium & Metals Corp. remains an exploration‑stage company with no revenues and continues to focus on copper, gold and other metals in Arizona, led by its Tombstone and Hay Mountain projects. For the quarter ended October 31, 2025, it reported a net loss of $559,640 versus net income of $926,992 a year earlier, largely because last year benefited from a large non‑cash gain on derivative liabilities while this year recorded a small loss on those items.

Total assets rose to $478,953 from $49,955 at January 31, 2025, mainly from financing, while cash increased to $436,521. The company still has a stockholders’ deficit of $1,312,530 and an accumulated deficit of $60,475,780, and management states there is substantial doubt about its ability to continue as a going concern.

Liberty Star is funding operations through related‑party loans, multiple convertible promissory notes and equity sales, including an equity line with GHS Investments under which it raised $757,078 by selling 15,344,149 restricted shares in the nine months. At October 31, 2025, 81,075,684 common shares were outstanding, increasing further to 88,372,792 shares as of December 12, 2025.

Liberty Star Uranium & Metals Corp. discloses that Chairman Peter O'Heeron has filed an amended Schedule 13D reporting beneficial ownership of 146,709,838 common securities, representing 79% of the class. This total includes 1,957,829 options and 13,489,280 warrants that are exercisable within 60 days, plus 500,000 Class A common shares that carry 200 votes each, equating to 100,000,000 voting shares. The company states that issued and outstanding shares consist of 86,743,909 common shares plus 100,000,000 Class A voting power, for a total of 186,743,909 shares on a voting basis. O'Heeron used personal funds to acquire the position and states that the purpose of the transaction is investment.

Liberty Star Uranium & Metals Corp. entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC on November 28, 2025. Under this agreement, the company issued a convertible promissory note with an aggregate principal amount of $70,400, bearing interest at 8% with a 10% original issue discount.

The note matures on September 15, 2026 and the outstanding principal plus accrued interest can be converted into shares of Liberty Star’s common stock according to the terms set out in the note. This transaction creates a direct financial obligation for the company and provides a potential path for the debt to be repaid in stock rather than cash.

Liberty Star Uranium & Metals Corp. reported a strategic realignment of its mining claims and mineral assets. All mineral holdings will be centralized under Liberty Star Hay Mountain Holdings LLC to create clearer oversight and a more focused long-term structure. The company is organizing specific projects into wholly owned subsidiaries, including Earp Ridge Mines LLC for multi-mineral claims historically known as Hay Mountain Target 1 & 2, and Red Rock Mines LLC to advance what it describes as a world-class gold target.

Management explains that creating these self-contained business units is intended to improve operational efficiency, highlight the distinct value of each mineral property, and make it easier to work with partners interested in particular mineral opportunities. The move emphasizes clearer differentiation among Liberty Star’s diversified mineral assets and aims to better position its projects for future strategic partnerships.

Liberty Star Uranium & Metals Corp. (LBSR) is amending its Articles of Incorporation to increase its authorized common stock from 150,000,000 shares to 300,000,000 shares, including 299,500,000 shares of Common Stock and 500,000 shares of Class A Common Stock, each with a par value of $0.00001.

The change was approved by the Board on November 13, 2025 and by Chairman Peter O’Heeron via written consent on November 19, 2025, using 147,209,838 voting shares, or about 79% of the 185,642,991 total voting shares outstanding as of that date. No shareholder meeting will be held, no proxies are being solicited, and stockholders do not have dissenters’ or appraisal rights.

The company states the additional authorized shares may be used for convertible securities, acquisitions, consulting or employment arrangements, and fund-raising transactions, while noting they are not currently party to definitive agreements. The filing also acknowledges that having more authorized shares could be used in ways that may discourage a non‑negotiated takeover attempt.

Liberty Star Uranium & Metals Corp. is amending its articles of incorporation to increase its authorized common stock to 300,000,000 shares. This includes 299,500,000 shares of Common Stock and 500,000 shares of Class A Common Stock, each with a par value of $0.00001 per share. The change was approved by the board and by Majority Stockholder Peter O’Heeron, who controls 147,209,838 voting shares, or about 79% of the company’s 185,642,991 total voting shares as of the consent date. The company states the added capacity is intended to support potential future uses such as conversions of outstanding securities, acquisitions, consulting and employment arrangements, and capital raising, although no definitive plans or agreements are in place. No stockholder meeting will be held, no further vote is required, and Nevada law does not grant dissenters’ or appraisal rights for this action.