Liberty Star Uranium & Metals SEC Filings

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.

Liberty Star Uranium & Metals Corp. is registering up to 28,000,000 shares of common stock for resale by GHS Investments LLC under an Equity Financing Agreement. These are secondary shares, so the company will not receive proceeds from GHS’s resales, although it may receive cash when it "puts" newly issued shares to GHS under the equity facility of up to $10,000,000 over two years.

The purchase price for GHS is set at 80% of the average of the five lowest trading prices over 10 days while Liberty Star trades on the OTCQB, with a 4.99% ownership cap. If the stock uplists to a national exchange, the price shifts to 90% of 10‑day volume‑weighted average price with a $0.10 per share floor. As of July 31, 2025, Liberty Star had no revenue, a net loss of $554,844 for the prior six months, and an accumulated deficit of $59,916,140, and its auditors expressed substantial doubt about its ability to continue as a going concern.

The company is an exploration‑stage miner focused on the Tombstone Super Project in Arizona and has not identified commercially viable mineral reserves. As of November 17, 2025, it had 85,146,439 common shares outstanding, and warns that funding via the equity line and other instruments could cause significant dilution and pressure on its penny‑stock share price.

Liberty Star Uranium & Metals Corp. (LBSR) entered into a financing agreement and issued a convertible note. The company signed a Securities Purchase Agreement with 1800 Diagonal Lending LLC on October 17, 2025 and, effective October 15, 2025, issued a convertible promissory note with an aggregate principal of $70,400.

The note bears 8% interest, includes a 10% original issue discount, and matures on July 30, 2026. Under the note, outstanding principal and accrued interest are convertible into shares of the company’s common stock as set forth in the agreement. The company also reported the creation of a direct financial obligation and filed the note and purchase agreement as exhibits.

Liberty Star Uranium & Metals (LBSR) reported the successful completion of an induced polarization (IP) and resistivity test over known gold-bearing veins at its wholly owned Red Rock Canyon Gold Project within the Hay Mountain Project in southeast Arizona.

The July 2025 geophysical work detected and characterized the veins as intended. Results showed the veins: (1) are readily detected and mapped with electrical geophysics; (2) have higher resistivity than the hosting limestone due to their siliceous, jasperoidal character, aiding detection even under soil cover; and (3) exhibit higher IP values tied to sulfide mineralization (pyrite and arsenopyrite) consistent with Carlin-style deposits. The company said the findings will guide future drilling targets.

Liberty Star Uranium & Metals Corp. (LBSR) filed an S-1 registering up to 6,000,000 additional shares to add to a previously registered 2,490,660, allowing the Selling Stockholder to potentially resell up to 8,490,660 shares following warrant exercises. The filing discloses 76,985,744 common shares outstanding as of the Date of Determination and mineral holdings of 93 federal lode claims covering 12,878.18 acres in the Tombstone, Arizona project.

The company reports extensive convertible note and warrant activity: multiple small convertible notes (interest 8–10%) were issued, many converted during the periods described leaving several balances at $0, while others remained outstanding with balances reported (examples: notes net of discounts of $18,274, $59,757, $82,979 at various dates). Warrants outstanding increased to over 13.4M (and later 16.4M by 7/31/25) with weighted average exercise prices around $0.13–$0.17. The company recorded a change in fair value of derivative liabilities as a $4,109,195 gain for the year ended 1/31/2025 (and a $2,386,907 loss in 2024). Related-party conversions and financings, including units issued to the Chairman, produced proceeds and conversions noted in the filing. The S-1 shows active financing, extensive potential dilution from options/warrants, and detailed note repayment/conversion schedules without forward operational metrics.

Liberty Star Uranium & Metals Corp. filed a Form D claiming a Rule 506(b) exemption for an ongoing, indefinite securities offering that includes equity, debt and options/warrants. The notice reports $4,327,273 total sold to date, with 26 investors of whom 5 are non-accredited. The issuer indicates the offering is intended to last more than one year and the minimum investment accepted is listed as $0.

Costs disclosed include $37,462 in finders' fees and estimated $0 in payments to named executives, directors or promoters. No associated broker-dealer or sales commissions are reported. The company lists its principal place of business in Tucson, Arizona, and identifies several officers and directors by name and address.

Liberty Star Uranium & Metals Corp. (LBSR) filed a Form 10-Q for the quarter ended July 31, 2025. The filing shows the company had 70,348,449 shares issued and outstanding as of July 31, 2025 and reports continued stockholders' deficit. Several short-term convertible promissory notes were issued, repaid or converted during the period, with remaining convertible note balances reported (example: March 2025 note balance $56,063; April 2025 note balance $79,666; May 2025 note balance $62,939; July 2025 note balance $65,832, each net of discounts). The company recorded derivative liability fair value changes and debt discounts, including derivative losses and amortization expense. Related-party transactions include advances and conversions by a director/officer (Pete O'Heeron conversions and issuance of units) and advances from management. The company issued restricted shares and warrants under private placements and recognized losses on settlement of liabilities (examples: $143,373 and $87,353). Material liquidity and going-concern disclosures are indicated by multiple convertible notes, financing activity and shareholder dilution through conversions and private placements.