Item 1.01. Entry into a Material Definitive Agreement.

Effective as of January 5, 2022, Liberty Star Uranium & Metals Corp. (the "Company") entered into Debt Conversion Agreements with Brett Gross, President & CEO, and Peter O'Heeron, Chairman of the Board, pursuant to which each of them agreed to convert their outstanding shareholder advances and loans to the Company into Company securities consisting of shares of common stock and warrants. Mr. Gross converted shareholder advances and loans to the Company totaling $375,357 and Mr. O'Heeron converted shareholder advances and loans totaling $250,830. Upon conversion, the Company debts represented by such shareholder advances and loans were deemed to be satisfied and paid in full. Copies of the Debt Conversion Agreements are attached hereto as Exhibits 3.31 and 3.32.

The debt conversions described above were completed pursuant to, and in accordance with the terms of Company's current private placement offering. Accordingly, the Company issued units consisting of one share of common stock and ½ warrant to complete the conversion. The shares were issued at a price of $0.269 per share, which is the VWAP for the 4 days immediately preceding the effective date of the conversion. The warrants are exercisable for up to three years at a price of $0.377 per share, which is 140% higher than the price at which the shares were issued. A total of 1,395,379 shares and 697,690 warrants were issued to Mr. Gross and a total of 932,454 shares and 466,227 warrants issued to Mr. O'Heeron. The shares and warrants issued to Mr. Gross and Mr. O'Heeron are restricted securities as defined in Rule 144.

The Company's board of directors approved the execution of the Debt Conversion Agreements and the issuance of shares of common stock to Mr. Gross and Mr. O'Heeron, with Mr. Gross and Mr. O'Heeron abstaining from participation.

The foregoing descriptions regarding the debt conversion, and declarations by Mr. Gross & Mr. O'Heeron are filed as Exhibits 3.31 and 3.32 respectively to this Current Report on Form 8-K, and of which are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

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

3.31            Debt Conversion Brett Gross dated as of January 5, 2022

3.32            Debt Conversion Peter O'Heeron dated as of January 5, 2022

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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