Liberty Star Uranium (OTCQB: LBSR) agrees to $70,400 convertible note financing

Rhea-AI Filing Summary

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.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 28, 2025

Liberty Star Uranium & Metals Corp.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-50071		90-0175540
(Commission		(IRS Employer
File Number)		Identification No.)

2 East Congress St. Ste 900, Tucson, AZ		85701
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code): (520) 425-1433

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		LBSR		OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 28, 2025, Liberty Star Uranium & Metals Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with 1800 Diagonal Lending LLC. (“1800 Diagonal”). Pursuant to the terms of the Securities Purchase Agreement, the Company agreed to issue a convertible promissory note (the “Note”) to 1800 Diagonal in the aggregate principal amount of $70,400. Effective November 28, 2025, the Company issued the Note to 1800 Diagonal consistent with the terms of the Securities Purchase Agreement. The Note bears interest at 8%, with a 10% Original Issue Discount and matures on September 15, 2026. Pursuant to the terms of the Note, the outstanding principal and accrued interest on the Note shall be convertible into shares of the Company’s common stock as set forth therein.

The foregoing descriptions of the Note and the Securities Purchase Agreement and of all of the parties’ rights and obligations under the Note and the Securities Purchase Agreement are qualified in its entirety by reference to the Note and the Securities Purchase Agreement, copies of which are filed as Exhibits 3.73 and 3.74 respectively to this Current Report on Form 8-K, and of which are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

The exhibits listed in the following Exhibit Index are furnished as part of this Current Report on Form 8-K.

Exhibit No.		Description
3.70		Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated November 28, 2025.
3.71		Securities Purchase Agreement dated November 28, 2025, between the registrant and 1800 Diagonal Lending LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	LIBERTY STAR URANIUM & METALS CORP.
Dated: December 2, 2025	/s/ Patricia Madaris
	Patricia Madaris, VP Finance & CFO

FAQ

What financing did Liberty Star Uranium & Metals Corp. (LBSR) announce?

Liberty Star Uranium & Metals Corp. entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC and issued a convertible promissory note to that investor.

What are the key terms of Liberty Star’s new convertible note?

The note has an aggregate principal amount of $70,400, bears interest at 8%, includes a 10% Original Issue Discount, and matures on September 15, 2026.

Can the Liberty Star (LBSR) note be converted into common stock?

Yes. The filing states that the outstanding principal and accrued interest on the note are convertible into shares of the company’s common stock as set forth in the note.

Who is the investor in Liberty Star Uranium & Metals Corp.’s new note?

The investor is 1800 Diagonal Lending LLC, which entered into the Securities Purchase Agreement and received the convertible promissory note.

What type of obligation does this transaction create for Liberty Star (LBSR)?

The transaction creates a direct financial obligation for Liberty Star Uranium & Metals Corp., as described under Item 2.03 in the report.

Which exhibits describe the Liberty Star and 1800 Diagonal Lending deal in detail?

The Convertible Promissory Note is filed as Exhibit 3.70, and the Securities Purchase Agreement is filed as Exhibit 3.71.