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 utr:acre

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

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

 For
the fiscal year ended January 31, 2024

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

STAR URANIUM & METALS CORP.

 (Exact
name of registrant as specified in its charter)

 Nevada

 90-0175540

 (State
 or other jurisdiction of

 (IRS
 Employer

 incorporation
 or organization)

 Identification
 No.)

East Congress Street, Suite 900, Tucson, Arizona 85701

 (Address
of principal executive offices)

 520 - 425-1433

 (Registrant's
telephone number, including area code)

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

 Title
 of each class

 Name
 of each exchange on which registered

 None

 N/A

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

Stock, par value $0.00001

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

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

by check mark whether the registrant has submitted electronically 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

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

 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.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report

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

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter: $ 1,723,978 as of July 31, 2023.

 APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No

the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 49,883,863 shares
of Common Stock issued and outstanding as of May 15, 2024.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 FORWARD-LOOKING
 STATEMENTS

 PART
 I

 Item
 1. Business

 Item
 1A. Risk Factors

 Item
 1B. Unresolved Staff Comments

 Item
 2. Properties

 Item
 3. Legal Proceedings

 Item
 4. Mine Safety Disclosures

 PART
 II

 Item
 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6. Selected Financial Data

 Item
 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item
 8. Financial Statements and Supplementary Data

 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 10. Directors, Executive Officers, and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accounting Fees and Services

 Item 15 Exhibits, Financial Statement Schedules

 SIGNATURES

 FORWARD-LOOKING
STATEMENTS

 This annual report on Form 10-K 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, including
the risks in the section entitled "Risk 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.

 All
dollar amounts refer to U.S. dollars unless otherwise indicated. Our consolidated financial statements were prepared in conformity with
accounting principles generally accepted in the United States of America ("GAAP"). The following discussion should be read
in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this annual report on Form 10-K.

 As
used in this annual report on Form 10-K, 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.

 PART
I

 ITEM
1. BUSINESS.

 Business
development

 Liberty Star Uranium & Metals Corp. (the "Company," "we"
or "Liberty Star") 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. In April 2007, we changed our name to Liberty Star Uranium & Metals Corp.
Hay Mountain Holdings, LLC, (formerly known as Hay Mountain Super Project LLC) our wholly owned subsidiary, serves as the primary holding
company for development of the potential ore bodies encompassed in the Hay Mountain area of interest in Arizona. In April 2019, we formed
the first company intended for engagement with future venture partners named Earp Ridge Mines LLC. On August 13, 2020, the Company formed
Red Rock Mines, LLC ("Red Rock"), an Arizona corporation, as a wholly owned subsidiary of Hay Mountain Holdings, LLC. We are
in the exploration phase of operations and have not generated any revenues from operations.

 Our
current business

 We
are engaged in the acquisition and exploration of mineral properties in the state of Arizona in the Southwest USA. Claims in the state
of Arizona are held in the name of Liberty Star. Our projects are described below.

 Tombstone
Area Exploration Properties: Tombstone is located in Cochise County, Arizona and covers the Tombstone caldera and its environs. All four
of our exploration properties, Hay Mountain, Red Rock Canyon, Tombstone and Robbers Roost lie within or on the flank of the Tombstone
caldera structure. We are concentrating our work at Red Rock Canyon at this time. We plan to ascertain whether the 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, although we have identified mineralized areas which may be of
potential economic interest.

 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 our 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
one.

 To
date, we have not generated any revenue. 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.

 Competition

 We
are a mineral resource company engaged in the business of mineral exploration. We compete with other mineral resource exploration companies
for financing from a limited number of investors that are prepared to make investments in mineral resource exploration companies. The
presence of competing mineral resource exploration companies may impact our ability to raise additional capital in order to fund our
property acquisitions and exploration programs if investors are of the view that investments in competitors are more attractive based
on the merit of the mineral properties under investigation and the price of the investment offered to investors.

 We
also compete for mineral properties of merit with other exploration companies. Competition could reduce the availability of properties
of merit or increase the cost of acquiring additional mineral properties.

 Many
of the resource exploration companies with whom we compete may have greater financial and technical resources than we have. Accordingly,
these competitors may be able to spend greater amounts on acquisitions of properties of merit and on exploration of their properties.
In addition, they may be able to afford greater geological expertise in the targeting and exploration of resource properties. This competition
could result in our competitors having resource properties of greater quality and interest to prospective investors who may finance additional
exploration and to senior exploration companies that may purchase resource properties or enter into joint venture agreements with junior
exploration companies. This competition could adversely impact our ability to finance property acquisitions and further exploration.

 Compliance with Government Regulation

 We will be required to comply with all regulations, rules and directives
of governmental authorities and agencies applicable to the exploration of minerals in the State of Arizona and all other States in which
we plan to operate.

 We are required to pay annual rentals for our 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. As listed on the Bureau of Land Management (BLM) web site, new claims
located on or after September 1, 2019 cost $255 each which includes processing, location, and maintenance fees. The annual rentals are
$165 per claim after the first year. The rentals due by September 1, 2024 for the period from September 1, 2024 through September 1, 2025
of $15,345 have not been paid yet, however, we plan to pay these fees prior to the due date. All rentals during the year ended January
31, 2023 have been paid.

 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 an 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 12,878.18 acres at our Tombstone project. We plan to pay filing and rental fees for
our AZ MEPs before their respective due dates in the amount of $30,410.84. All fees and expenditures due during the year ended January
31, 2024 have been paid.

 With
respect to the foregoing properties, additional approvals and authorizations may be required from other government agencies, depending
upon the nature and scope of the proposed exploration program. The amount of these costs is not known at this time as we do not know
the size, quality of any resource or reserve at this time, and it is extremely difficult to assess the impact of any capital expenditures
on earnings or our competitive position.

 Personnel

 Our
CEO & President, Brett Gross was elected by the Board on December 7, 2018. On September 29, 2023, Mr. Gross resigned from his position
as President and Chief Executive Officer of the Company. Patricia Madaris, VP Finance and Chief Financial Officer will serve as the Interim
Chief Executive Officer. The Board also elected Pete O'Heeron as Chairman of the Board. We also employ one full-time CFO, who is
also our VP of Finance, one full-time Geo-tech, who is also our Manager of Field Operations, and one Investor Relations Representative.
We hire consultants for investor relations, geology, drilling and exploration, administrative functions, financial and derivative accounting
on a as needed basis.

 ITEM
1A. Risk Factors.

 Investing
in our common stock involves a high degree of risk. You should not invest in our stock unless you are able to bear the complete loss
of your investment. You should carefully consider the risks described below, as well as other information provided to you in this prospectus,
including information in the section of this annual report on Form 10-K entitled "Forward-Looking Statements" before making
an investment decision. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties
not presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following
risks actually occur, our business, financial condition or results of operations could be materially adversely affected, the value of
our common stock could decline, and you may lose all or part of your investment.

 Risks
Related to Our Company and Our Business

 Our
businesses may be materially adversely affected by the recent coronavirus (COVID-19) outbreak or the related market decline and volatility.

 On
January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a "Public Health Emergency
of International Concern." On March 11, 2020, the World Health Organization characterized the outbreak as a "pandemic".
The significant outbreak of COVID-19 has resulted in a widespread health crisis that is adversely affecting the economies and financial
markets worldwide, including the business which we operate and own. The recent market decline and volatility in connection with the COVID-19
pandemic could also materially and adversely affect any future potential acquisitions. Furthermore, with restrictions on travel, the
limited ability to have meetings with personnel, vendors and services providers are expected to have an adverse effect on our businesses.
The extent to which 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.

of the nature of the exploration of natural resource properties, there is substantial risk that this business will fail.

 There
is no assurance that any of the claims we explore or acquire will contain commercially exploitable reserves of minerals. Exploration
for natural resources is a venture involving substantial risk. Hazards such as unusual or unexpected geological formations and other
conditions often result in unsuccessful exploration efforts. We may also become subject to significant liability for pollution or hazards,
which we cannot insure or which we may elect not to insure. There is substantial risk that our business will fail.

 If
we cannot compete successfully for financing and for qualified managerial and technical employees, our exploration program may suffer.

 Our
competition in the mining industry includes large established mining companies with substantial capabilities and with greater financial
and technical resources than we have. As a result of this competition, we may be unable to acquire additional financing on terms we consider
acceptable because investors may choose to invest in our competitors instead of investing in us. We also compete with other mining companies
in the recruitment and retention of qualified managerial and technical employees. Our success will be largely dependent on our ability
to hire and retain highly qualified personnel. These individuals are in high demand and we may not be able to attract the personnel we
need. We may not be able to afford the high salaries and fees demanded by qualified personnel or may lose such employees after they are
hired. If we are unable to successfully compete for financing or for qualified employees, our exploration program may be slowed down
or suspended.

 Exploration
and exploitation activities are subject to comprehensive regulation which may cause substantial delays or require capital outlays in
excess of those anticipated, causing an adverse effect on our company.

 Exploration
and exploitation activities are subject to federal, state, and local laws, regulations, and policies, including laws regulating the removal
of natural resources from the ground and the discharge of materials into the environment. Exploration and exploitation activities are
also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design
and use of drilling methods and equipment.

 Various
permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will
be received. Environmental and other legal standards imposed by federal, state, or local authorities may be changed, and any such changes
may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our
business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated,
thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which
we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Any laws, regulations or policies
of any government body or regulatory agency may be changed, applied, or interpreted in a manner which will alter and negatively affect
our ability to carry on our business.

 There
are no known reserves of minerals on our mineral claims, and we cannot guarantee that we will find any commercial quantities of minerals.

 We
have not found any mineral reserves on our claims and there can be no assurance that any of our mineral claims contain commercial quantities
of any minerals. Even if we identify commercial quantities of minerals in any of our claims, there can be no assurance that we will be
able to exploit the reserves or, if we are able to exploit them, that we will do so on a profitable basis. Any such efforts will require
financing, which we may not be able to arrange.

the probability of an individual prospect ever having reserves is extremely remote, any funds spent on exploration may be lost.

 The
probability of an individual prospect ever having reserves is extremely remote. In all probability, our properties may not contain any
reserves. As such, any funds spent on exploration may be lost, which would most likely result in a loss of your investment.

 We
have a limited operating history and as a result there is no assurance we can operate on a profitable basis.

 We
have a limited operating history and must be considered in the exploration stage. Our operations will be subject to all the risks inherent
in the establishment of an exploration stage enterprise and the uncertainties arising from the absence of a significant operating history.
Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure
of such enterprises, especially those with a limited operating history. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications, and delays encountered in connection with the exploration of the mineral properties that
we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional
costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not
result in the discovery of mineral deposits. Problems such as unusual or unexpected formations of rock or land and other conditions are
involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal
viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration or cease operations.
The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims.
If no funding is available, we may be forced to abandon our operations. No assurance can be given that we will ever operate on a profitable
basis.

 If
we do not obtain additional financing, our business will fail and our investors could lose their investment.

 We
had cash and cash equivalents in the amount of $72,099 and negative working capital deficit of $3,048,043 with this change related
to an adjustment in derivative liability treatment as of January 31, 2024. We currently do not generate revenue from our operations.
Our business plan calls for substantial investment and cost in connection with the acquisition and exploration of our mineral
properties currently under lease and option. Any direct acquisition of any of the claims under lease or option is subject to our
ability to obtain the financing necessary for us to fund and carry out exploration programs on the subject properties. The
requirements are substantial. There is no assurance that we will be able to maintain operations at a level sufficient for an
investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable. Obtaining
additional financing would be subject to a number of factors, including market prices for minerals, investor acceptance of our
properties, contractual restrictions on our ability to enter into further financing arrangements, and investor sentiment. These
factors may make the timing, amount, terms, or conditions of additional financing unavailable to us and our business could
fail.

there is no assurance that we will generate revenues, we face a high risk of business failure.

 We
have not earned any revenue and have never been profitable. We do not have an ownership interest in any revenue generating properties.
We were incorporated in 2001 and took over our current business in 2004. To date, we have been involved primarily in organizational and
exploration activities. We will incur substantial operating and exploration expenditures without realizing any revenues. We therefore
expect to incur significant losses into the foreseeable future. We have limited operating history upon which an evaluation of our future
success or failure can be made. We recognize that if we are unable to generate significant revenues from our activities, we will not
be able to earn profits or continue operations. Based upon current plans, we also expect to incur significant operating losses in the
future. We cannot guarantee that we will be successful in raising capital to fund these operating losses or generate revenues in the
future. We can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.
If we are unsuccessful in addressing these risks, our business will most likely fail and our investors could lose their investment.

 Our
independent registered public accounting firm's report states that there is a substantial doubt about our ability to continue as
a going concern.

 Our
independent registered public accounting firm, Turner Stone and Company L.L.P., stated in its audit report attached to our audited financial
statements for the fiscal year ended January 31, 2024 that since we have suffered recurring losses from operations, require additional
funds for further exploratory activity prior to attaining a revenue generating status, and we may not find sufficient ore reserves to
be commercially mined, there is a substantial doubt about our ability to continue as a going concern.

 The
existence of our mining claims depends on our ability to fund exploratory activity or to pay fees.

 Our
mining claims, which are the central part of our business, require that we either pay fees, or incur certain minimum development costs
annually, or the claims will be forfeited. Due to our current financial situation, we may not be able to meet these obligations and we
could therefore lose our claims. This would impair our ability to raise capital and would negatively impact the value of our company.

 Risks
Related to Our Common Stock

we will likely issue additional shares of our common stock, investment in our company could be subject to substantial dilution.

 Investors'
interests in our company will be diluted and investors may suffer dilution in their net book value per share when we issue additional
shares. We are authorized to issue 74,500,000 shares of common stock, $0.00001 par value per share. As of January 31, 2024, there were
49,813,861 shares of our common stock issued and outstanding. We anticipate that all or at least some of our future funding, if any,
will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors' investment
in our company will likely be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value
per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our company's common stock
could seriously decline in value.

 The
sale of our stock under the convertible notes and the common share purchase warrants could encourage short sales by third parties, which
could contribute to the future decline of our stock price.

 In
many circumstances, the provision of financing based on the distribution of equity for companies that are quoted on the OTCQB market
has the potential to cause a significant downward pressure on the price of common stock. This is especially the case if the shares being
placed into the market exceed the market's ability to take up the increased stock or if we have not performed in such a manner
to show that the equity funds raised will grow our business. Such an event could place further downward pressure on the price of our
common stock. Regardless of our activities, the opportunity exists for short sellers and others to contribute to the future decline of
our stock price. If there are significant short sales of our common stock, the price decline that would result from this activity will
cause the share price to decline more, which may cause other stockholders of the stock to sell their shares, thereby contributing to
sales of common stock in the market. If there are many more shares of our common stock on the market for sale than the market will absorb,
the price of our common shares will likely decline.

 Trading
in our common stock on the OTCQB is limited and sporadic, making it difficult for our stockholders to sell their shares or liquidate their
investments.

 Our
common stock is currently quoted for public trading on the OTCQB. The trading price of our common stock has been subject to fluctuations.
Trading prices of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock
market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating
performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios
previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect
the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market
price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted,
could result in substantial costs for us and a diversion of management's attention and resources.

 Our
bylaws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

 Our
bylaws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by them, including an amount paid
to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which they are made parties
by reason of their being or having been our directors or officers.

 Our articles of incorporate were changed on June 22, 2020 to add Class
A Shares to deter a take-over of our company.

 We
amended our bylaws on June 22, 2020 to add Class A shares which have increased voting power of 200 to one per share to deter a
hostile take-over of our company, the Company filed a Certificate of Designation with the Secretary of State of Nevada to establish
the terms of the Company's Class A Common Stock (the "Class A Shares"), par value $0.00001 per share, 500,000
shares authorized. The terms of the Class A Shares include 200-1 voting rights in addition to the rights held by common
stockholders. Only persons who are current members of the Company's Board of Directors may own or hold Class A Shares. As of
January 31, 2024, there were 500,000 shares of Class A Shares issued and outstanding.

 We
do not pay dividends on any investment in the shares of stock of our company and any gain on an investment in our company needs to come
through an increase in our stock's price.

 We
have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we
require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend.
Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the
stock's price. This may never happen and investors may lose all of their investment in our company.

our securities are subject to penny stock rules, you may have difficulty reselling your shares.

 Our
shares as penny stocks, are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which imposes additional sales practice requirements on broker/dealers who sell our company's securities including the delivery
of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer
receives; and furnishing monthly account statements. These rules apply to companies whose shares are not traded on a national stock exchange,
trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange
Commission (the "SEC"). These rules require brokers who sell "penny stocks" to persons other than established
customers and "accredited investors" to complete certain documentation, make suitability inquiries of investors, and provide
investors with certain information concerning the risks of trading in such penny stocks. These rules may discourage or restrict the ability
of brokers to sell our shares of common stock and may affect the secondary market for our shares of common stock. These rules could also
hamper our ability to raise funds in the primary market for our shares of common stock.

 FINRA
sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

 In
addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority ("FINRA") has
adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing
that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status,
investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that
speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers
to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect
on the market for our shares.

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 Not
applicable to smaller reporting companies.

 ITEM
2. PROPERTIES.

 Our
offices

 Our
employees work either from our principal office or from offices maintained in their homes. Our corporate office address is 2 East Congress
St. Ste. 900, Tucson, AZ 85701.

 We
currently rent a storage space for $105 per month in Tombstone, AZ on a month-to-month basis.

 We
believe that our existing office facilities are adequate for our needs. Should we require additional space in the future, we believe
that such space can be secured on commercially reasonable terms.

 Our
mineral claims

 All
of the Company's claims for mineral properties are in good standing as of January 31, 2024.

 Page

 Tombstone:

 Tombstone is a large and ancient (72 million years before the present –
or Laramide in age) volcanic structure – a caldera. The US Geological Survey caldera experts conclude this is correct. Subsequently,
more than seventeen calderas of various ages have been identified in Arizona by the US Geological survey, the Arizona Geological Survey,
and others. Such calderas of Laramide age are all associated with porphyry alteration and copper and associated mineralization; many of
these have become exceptionally large copper mines. Advanced technology has indicated that alteration associated mineralization at Tombstone
is much more extensive than originally thought. This alteration lies largely under cover and is indicated by geochemistry, geophysics,
and projection of known geology into covered areas.

 All
the properties summarized below are considered as "Exploration stage properties" under the definition of Item 1300 and are
considered "non-material properties."

 All
State Mineral Exploration Permits and Federal Lode Mining Claims held by the company are listed below.

STAR

 TOMBSTONE-AZ

 Federal
Unpatented Claims

 Claim
Names

 HM
87-143

 TS
168-176

 Marco1A-Marco5E

 Davis1A-DavisC

 Claim
Acreage

HM Claims- 1095.18 acres

Marco Claims- 320 acres

Davis Claims- 80 acres

TS Claims- 99.5 acres

 State
Exploration Permits

 MEP
 #

 Acres

 Renewal
 & Rental Due Date

 08-122642

 738.4

 11/24/2024

 08-122641

 375.64

 11/24/2024

 08-122640

 732.84

 11/24/2024

 08-123953

 3/1/2025

 08-123952

 3/1/2025

 08-124392

 9/13/2024

 08-120017

 6/15/2023

 08-120018

 6/15/2023

 08-124526

 08-124527

 08-124529

 08-124530

 08-124531

 08-124528

 582.83

 08-124532

 08-124533

 370.24

 08-121131

 08-121132

 368.76

 08-121133

 139.9

 08-121134

 08-121135

 639.56

 08-121136

 08-121137

 08-121138

 358.85

 08-121139

 571.25

 08-121140

 439.5

 08-121141

 08-121142

 08-121143

 08-121654

 9/22/2024

 08-123795

 80.41

 11/15/2024

 31State
MEP's totaling

 12,878.18
acres

 The
Hay Mountain Property is located 6.5 miles southeast of Tombstone where we hold 35 Arizona State Mineral Exploration Permits (MEPs)
covering (12,878.18 acres) or 20.12 square miles, and 93 federal lode mining claims covering (1,594.68 acres) or 2.49 square miles and
is accessible by Hwy 80, Davis Rd. and Wild West Road.

 At
Hay Mountain, we plan to ascertain whether the Hay Mountain lode mining claims and AZ MEPs possess commercially viable deposits of copper,
gold, molybdenum, silver, zinc, rare earth metals and other valuable metals. We have a phased exploration plan that involves diamond
drilling of multiple holes over targets determined by analysis of geochemical sampling and ZTEM electromagnetic and magnetic survey.
Initial phase 1 drilling is planned to take approximately one year. Should results indicate the viability of the property, additional
phased work, both exploration and development, is planned over the course of seven total years to define the nature and size of any potential
ore bodies and move toward mining. Any exploration plans are dependent on acquiring suitable funding. No part of the phased program is
currently funded.

 From early December 2023 until 3 March 2024, we drilled the first two holes
of our Phase 1 drilling project in the Hay Mountain Property. Hole HM-23-01 was 1500' deep and hole HM-23-02 was 3437' deep.
The first two holes do not provide a sufficient data set to prepare an estimate of the overall mineral resources under S-K 1300. These
holes were designed as a 'test of concept' to check the results of the previous geochemical and geophysical work done by us
in the past. Hole HM-23-01 was not drilled deep enough to encounter alteration nor mineralization and will be deepened at a future date.
Hole HM-23-02 did encounter alteration and mineralization associated with a copper porphyry system, with trace level copper values found
in the intrusive rock to 0.1%. Further drilling will be required in this area to begin to understand the scope and source of that mineralization.

 Holes 01 and 02 are the first two holes of a much
larger phase of planned drilling to be conducted in 2024. A full technical report on the drilling program will be prepared at the conclusion
of phase one.

 Hole ID

 Collar

 Az.

 Dip

 Depth in ft.

 Notes

 HM-23-01

 E 0595369

 N 3500785

 -90

 1500

 No mineralisation noted.

 HM-23-02

 E 0596576

 N 3500830

 -90

 3437

 Minor Cu mineralisation from 2228 – 2240.

 UTM Zone 12R. WGS 84.

 Geochemical
sampling at the Hay Mountain Property: In 2011 and early 2012 we collected nearly 1,800 rock, soil, and vegetation samples over 621
sample sites over approximately 14 square miles centered on the Hay Mountain property. These samples have been assayed for multiple elements
generating many volumes of analyses. The samples were prepared by MEG Inc. and have been shipped to ALS Global geochemical analysis lab
in Vancouver, British Columbia. Assay results were sent to our Tucson office and all assays were received. Liberty Star continues to
collect XRF readings and biogeochemical samples to further define the anomalies at Hay Mountain.

 On
June 24, 2020 we completed staking an additional 400 acres of Federal Lode Claims contiguous to the Hay Mountain property. This addition
to Liberty Star's mineral claims effectively closes all potential competitors' opportunity to take a State or Federal mineral
interest inside the Company's contiguous State and Federal mineral estate.

 On
October 21, 2019, we acquired 13 new Mineral Exploration Permits (MEP's) for a total of 5,917.82 acres, or 9.25 sq miles bringing
our total MEPs at Hay Mountain to 28 and 12,557.77 acres or 19.62 sq miles. This new acquisition represents a nearly 89% increase in
Liberty Star lands under permit for mineral exploration activities. These acquisitions not only substantially expand Liberty Star's
continued exploration potential, but also provide resistance to existing competitive pressures. Liberty Star geochemical and geophysical
surface studies indicate anomalies consistent with a large, buried porphyry copper body at the primary target with attendant metals including
gold, molybdenum, nickel, silver, zinc, lead, and cobalt. See news release:
property.

 In
2019 Liberty Star contracted Pim van Geffen, PhD, PGeo of Vancouver Geochemistry to provide services in the form of validation and interpretation
of our biogeochemical data from the Hay Mountain Property. In particular, the quality of the biogeochemical data was assessed regarding
its capacity to support the recognition of buried porphyry-copper and related mineralization in the Property area and inform exploration
decisions. A written report on the data assessment, including statements on data quality and utility, interpreted maps, and recommendations
for the use of the data and data products in furthering exploration efforts on the Hay Mountain Property have been received. Mr. van
Geffen's summary and recommendations are as follows.

 The Hay Mountain biogeochemical data, when corrected for known sources
of variance such as plant species and laboratory, provide a valuable layer of information to guide exploration efforts for buried and
blind porphyry Cu-Mo systems in the property area. Multi-element, aqua-regia ICP-MS data were provided for 750 vegetation samples from
the Hay Mountain property area, of mostly creosote, mesquite, and whitethorn acacia twigs and leaves, and a single specimen of sagebrush.
Each element was assessed for its data quality and whether known sources of variance caused notable differences in their distribution.
These sources of data bias were levelled out using Z-score normalization. The three main sources of induced non-geochemical variance included
plant species, laboratory, and batch number. Whereas the three main plant species and two laboratories have adequate spatial and compositional
coverage of each sub-group to apply levelling corrections, atypical values in batch number RE11168965 were excluded from output maps for
affected elements. In addition to levelling between labs and species, the Cu response is further enhanced by correcting for root uptake
of Mg, an essential nutrient, resulting in better spatial definition of anomalies and structural trends in the regression residuals of
Cu against Mg. Some structural trends can be inferred from a combination of the Mo distribution with the orientation of lineaments in
Google Earth imagery, which warrants more detailed follow-up in combination with geological and geophysical data. Combinations of variables
can be used for target identification and search-space reduction through RGB colour- composite grid maps, e.g., Cu-Mo-K. Additional RGB
maps of other combinations can be provided upon request. A species-classification diagram was constructed based on multivariate discriminant
analysis, which highlighted 5 potentially mislabeled entries that required verification, 2 of which were confirmed to be mislabeled. It
is strongly recommended to use all outputs of this work in combination with all other geospatial data available, including geophysics,
surface geology, structural trends, terrain, and field observations, for search-space definition and targeting purposes.

 Geologic
Mapping: Small scale geologic mapping was performed in the Hay Mountain area by two different U.S. Geological Survey Senior Geologists.
The first was by James Gilluly starting in the late 1930s and published in the early 1950's, as a Professional Paper 281, 1956,
and the second by Harold Drewes, published USGS Professional Paper 1144 1981. The Drewes map was a simplified version of the Gilluly
map with faults adjusted to Drewes's interpretation. Both of these mapping projects were regional in nature. Our more detailed
mapping indicates that this area has Lower Earp Formation at surface, and we believe that the recently discovered gossan outcrops are
lying perhaps 200 to 400 feet above the Earp- Horquilla contact. The Horquilla formation is that from which most of the production from
Bisbee has occurred, and in which high grade copper is now being drilled out at Rosemont Camp about 50 miles to the west. Neither Gilluly
nor Drewes noticed pervasively fluidized and rounded limestone breccia which covers square miles within the Hay Mountain property and
is a typical feature of porphyry copper deposits. We believe perhaps massive copper (chalcopyrite) mineralization will be located in
the Horquilla formation 200 to 400 feet below the gossan outcrops in the Earp formation. This analysis plus all of our geochemistry and
geophysics is the justification for our currently planned drill program.

 On
August 16, 2020 we received our July 2020 Field Mapping Report prepared by Geologist Daniel Koning. The new field mapping report was
commissioned by Liberty Star 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 timing of mineralization." Geologist Koning conducted the mapping
from July 14 th to August 5 th, accompanied by Liberty Star Field Ops Manager Jay Crawford and for 3 days, CEO/President
Brett Gross. The 50- page report contains over 50 new maps and sample images. In his Hay Mountain Property July 2020 Field Mapping Report,
Koning concludes "Type 1 and type 2 veins are interpreted as fluid escape structures representing the distal and possibly
upper expression of a porphyry system at depth. The overall extent of type 1 and type 2 veining across the property could indicate significant
skarn and CRD development at depth." [page 48] He further finds that his work "correlates with the Cu, Mo, and Au biogeochemical
anomalies identified by Dr. Pim van Geffen, and the magnetic and ZTEM anomalies identified by Alan King's 3D model. Because of
this, the center of the inferred porphyry system at Hay Mountain is interpreted to be southwest of the Zebra Hills under post-mineral
cover." [page 48]

 ZTEM
EM Survey: We requested and received a cost estimate from Geotech of Aurora (Toronto area) Ontario, Canada, which is the only
purveyor of this helicopter borne electromagnetic (EM) geophysical method. This geophysical method has the ability to "look down"
into the crust of the earth about 2,000 meters (6,600 feet) and detect sulfides and other rock types and structures which may be associated
with porphyry copper systems. Test work over known Safford, Arizona porphyry copper deposits along with thousands of verifying drill
holes show the geometry of such mineral systems can be determined, thus identifying whether it is a porphyry copper system or some other
mineral system. When combined with our geochemical data, we can determine the position of the copper-moly center of the system and design
our drill program to efficiently test and define mineralization. We flew ZTEM in July 2013 and the analysis report was received in February
2014. In 2019, a re-interpretation of the ZTEM and the magnetic data with focus on porphyry targets was performed on the basis of more
rigorous 3D inversion tools. Based on the 3D ZTEM and the 3D MVI inversion results, Geotech has recommended the following: Integrate
the newly obtained results with all available geological, geochemical and drilling info (if available) to better define and prioritize
exploration targets; Follow-up with deep-penetrating ground IP and ground TDEM detailed surveys on the 1 st priority potential
porphyry target Zd1and then the 2 nd priority targets Zs1and Zs2 for better definition of their depth and shape; Follow-up
with detailed ground MT survey the Zd1target for its investigation at depth; Drill testing of the Zd1target with deep holes should be
performed after ground verification with ground geophysics. See news release:

 In
2019 Liberty Star contracted Alan King, P.Geo., M.Sc. at Geoscience North to prepare a geophysical review of all the geochemical and
geophysical data. Their conclusions and recommendations are- The full 3D Geoscience Analyst (GA) integrated model, which was provided
as part of the review, should be used for targeting as there is much more detail and dynamic viewing available in the live 3D model than
in the 2D screen captures of the model shown in the report. The new 3D models based on the ZTEM data should be reviewed with respect
to the previous ground IP/Res, CSAMT etc. data, which were mentioned in the SRK report. The core anomalous area has complex Magnetic
and EM signatures in an area of structural complexity, with associated well defined geochemical anomalies. Drill testing is recommended
to test this area. Physical properties such as mag susceptibility, electrical conductivity, density, and IP effect would be helpful for
further interpretation. These could be acquired on existing rock samples from the area or on core samples from any new drilling or with
in-situ borehole geophysical surveys in any new Drill holes. The main target remains the core geochemical/geophysical anomaly and drill
testing of this target is recommended. The combined EM and magnetic models show a thicker tabular conductive feature together with an
area of high magnetic/structural complexity in the core of a large magnetic depletion zone, coincident with the core of the geochemical
anomalies. See news release:  data-studies-available/

 The
Tombstone exploration property consists of nine claims that are undeveloped. However, significant amounts of aeromagnetic surveys,
IP (Induced Polarization Surveys), geologic mapping by the USGS and others, and geochemical surveys including soil, rock and vegetation
sampling have been conducted at various times by various parties, over the last 60 years. When compiled and analyzed these various data
suggest a compelling series of anomalies that are typical of buried, dirt and rock covered porphyry copper system(s). Below is a summary
of prior exploration activities performed on our Tombstone claims: Technical Report: In mid-March 2011, Liberty Star contracted
SRK to prepare three (3) Technical studies and Reports in a form similar to mineral reports prescribed under NI 43-101. Members of SRK's
engineering/scientific staff supervised by a Qualified Person as defined under NI 43-101 and SRK's Tucson Office Principal Geologist,
Corolla Hoag, and geologist Dr. Jan Rasmussen have visited the Tombstone property. This information was combined with historic technical
reports going back to 1878 and more recent data up to August 2011 (the date of their reports). The three Technical Reports are entitled:
(1) Walnut Creek Exploration Report, Tombstone District, Arizona –August 31, 2011, 147 pages; (2) The Tombstone Caldera South Exploration
Report, Tombstone District, Arizona –August 31, 2011, 144 pages; and (3) Hay Mountain Exploration Report, Tombstone District, Arizona
– August 31 2011, 155 pages. These reports covered the entirety of the historic productive area of the Tombstone mines which date
to their discovery in 1877. These Technical Reports thoroughly summarize and illustrate the salient geotechnical data of the Tombstone
Mining District covering about 250 square miles and present much data in computer map format. In such context, they analyze Liberty Star's
exploration property as related to the entire area and recommend exploration programs for the Company.

 Robbers
Roost exploration property. On June 15, 2020, we received 2 Mineral Exploration Permits (MEPs) issued by the Arizona State Land Department
(ASLD) covering the 240-acre Robbers Roost exploration area. Located approximately 4.5 miles southwest of Tombstone, Arizona, the property
is accessible via the paved Charleston Road. The new MEPs are 5.89 miles west of Liberty Star's Hay Mountain Property for porphyry
copper, gold, and molybdenum. 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 from 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  0103.pdf)

 Red
Rock Canyon exploration propert y. On November 11, 2020, we announced the identification of potentially exploitable gold mineralization
in our recently acquired State of Arizona Mineral Exploration Permits (MEPs) contiguous with and immediately north of drill Target 1
in the Company's Hay Mountain Property. The relevant MEPs are in Township 20, Range 23 East, specifically eight sections 27 through
34 and two additional MEPs, in sections 20 and 21. Preliminary surface exploration on the Red Rock MEPs advanced 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 at Target 1 and on the anticipated gold halo likely
associated with the indicated porphyry center.

Star has performed many hours of field work mapping and sampling on our Red Rock Canyon Gold Property. The results of the geochemical
sampling indicate the presence of gold mineralization on the property.

 Sampling
Protocols for all properties

Star trains all employees/contractors conducting sample collection in the use of a handheld XRF (X-ray Fluorescence analyzer) to record
accurate readings of 31 elements including gold, silver copper, molybdenum, uranium, thorium, manganese, and other elements from each
in situ sample. The XRF device leads the sampler through a series of dropdown menu windows with various description capabilities and
the ability to record a GPS coordinate of the location. Data from the XRF is uploaded to our computer database daily. The X-ray (XRF)
is now a recognized and a valuable portable assay tool.

Star also uses professionally created video training to teach samplers the proper techniques of obtaining a representative sample whether
it is soil, rock or vegetation and instruction on avoiding cross contamination between samples. After samples are collected, they are
stored in a secure location until they are delivered to a sample preparation lab in Tucson, Arizona operated by ALS Global. ALS Global
prepares the samples by crushing, mixing, pulverizing and homogenizing. From each sample submitted, a 200-gram sample is scientifically
split for shipment to ALS Global's main analysis lab in Vancouver, British Columbia. Standards, blanks, and duplicates are added
to the sample stream for Quality Assurance Quality Control (QA/QC.) Every) th tenth sample is a QA/QC sample. Once Liberty
Star gets the analysis data back from the laboratory, checks for quality assurance and control are made using data from the blanks, standards,
and duplicates. The results are sent to Liberty Star by email and a paper copy mailed for verification and as a permanent record.

 ITEM
3. LEGAL PROCEEDINGS

 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, promulgated under
the Exchange Act, 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 (or outside of) the United States and as a result, this information is not required.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Our
common stock is currently quoted on the OTCQB of the OTC Markets under the symbol, "LBSR." The OTC Market is a network of
security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids"
and "asks," as well as volume information. Trading in stocks quoted on the OTCQB is often thin and is characterized by wide
fluctuations in trading prices due to many factors that may be unrelated or have little to do with a company's operations or business
prospects.

 The
following table sets forth the range of high and low closing bid quotations for our common stock for each of the periods indicated as
reported by the OTC Markets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.

 Quarter Ended

 High

 Low

 January 31, 2024

 $
 0.484

 $
 0.036

 October 31, 2023

 $
 0.075

 $
 0.041

 July 31, 2023

 $
 0.088

 $
 0.041

 April 30, 2023

 $
 0.140

 $
 0.041

 January 31, 2023

 $
 0.160

 $
 0.054

 October 31, 2022

 $
 0.230

 $
 0.110

 July 31, 2022

 $
 0.415

 $
 0.220

 April 30, 2022

 $
 0.490

 $
 0.330

 January 31, 2022

 $
 0.390

 $
 0.353

 Our
transfer agent, The Nevada Agency and Transfer Company, of Suite 880 Bank of America, 50 West Liberty Street, Reno, Nevada 89501 (telephone:
775.322.0626; facsimile 775.322.5632) is the registrar and transfer agent for our common stock.

 As
of May 15, 2024, we had 49,883,863 shares of our common stock issued and outstanding, with 144 record stockholders. The number of record
holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees, or other fiduciaries.
The closing sale price for our common stock on May 14, 2024, as reported on the OTCQB was $0.35.

 Recent
Sales of Unregistered Securities

 Class
A Shares

 On
September 19, 2023, the Company entered into an agreement to issue a total of 199,000 shares of its Class A shares to Mr. Gross. The
aggregate consideration paid for the Class A Shares was $9,781. The consideration was paid by offsetting the purchase price against the
Company's note payable of Mr. Gross. On September 29, 2023, Mr. Gross resigned from his position as President and Chief Executive
Officer of the Company. Due to the resignation, the Company exchanged 250,000 shares of Class A common stock owned by Mr. Gross into
250,000 shares of common stock.

 On
September 19, 2023, the Company entered into an agreement to issue a total of 199,000 shares of its Class A shares to Chairman of the
Board, Pete O'Heeron for cash proceeds of $9,751.

 On
November 9, 2024, the Company entered into an agreement to issue a total of 250,000 shares of its Class A shares to Chairman of the Board,
Pete O'Heeron for cash proceeds of $9,525.

Stock Issued During the Year Ended January 31, 2024

the year ended January 31, 2024, the Company issued a total of 5,666,917 shares of our common stock for conversions of $223,733 in principal
and $9,547 of interest on convertible notes payable at exercise prices ranging from $0.0297 to $0.0888.

 On
May 26, 2023, the Company entered into a twelve-month stock compensation and subscription agreement with an investor relations firm that
includes the issuance of 978,300 shares of common stock. Upon signing the agreement, the Company issued 978,300 shares of common stock
and will recognize the expense over the twelve-month service period.

the year ended January 31, 2024, the Company issued 23,521,147 units to the Chairman of the Board for $970,000 in cash proceeds and $1,908
of equipment purchased. Each unit consists of 1 share of our common stock and warrant.

Stock Issued During the Year Ended January 31, 2023

the year ended January 31, 2023, the Company issued a total of 2,424,896 shares of our common stock for conversions of $374,640 of convertible
notes payable and accrued interest at exercise prices ranging from $0.0108 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.

 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 nine months
ended October 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 for gross proceeds of $187,030, or $0.1685 per share.

 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. 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
November 30, 2022, the Company settled a $6,500 advance from a related party for the issuance of 23,812 units at a price of $0.103 per
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 $0.144 per share at any time on or before November 30, 2025.

 On
January 30, 2023, the Company issued 80,564 units at a price of $0.126 per unit and received cash proceeds of $3,000 cash and settled
a $7,150 advance from a related party. 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 $0.176 per share at any time on or before January 30, 2026.

 On
January 31, 2023, the Company issued 320,000 shares of its common stock under the Purchase Agreement and recorded a subscription receivable
of $16,368, or $0.0512 per share. The subscription receivable was collected in full on February 22, 2023.

 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 (the "Securities Act").

 Dividends

 We
have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to increase
our working capital and do not anticipate paying any cash dividends in the foreseeable future.

 ITEM
6. SELECTED FINANCIAL DATA.

 Not
applicable to smaller reporting companies.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The
following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear
elsewhere in this annual report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. We refer you to the section of this annual report on Form 10-K entitled, "Forward-Looking Statements." Our actual
results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere in this annual report on Form 10-K, particularly in
the section entitled "Risk Factors."

 Overview

 We
are an exploration company engaged in the acquisition and exploration of mineral properties in the States of Arizona. Claims in the State
of Arizona are located in the Tombstone Mining District, any one or more of which could potentially contain commercially viable quantities
of minerals.

 Liquidity
and Capital Resources

 We
had cash and cash equivalents in the amount of $72,099 and negative working capital deficit of $3,048,043 as of January 31, 2024. We
had cash inflows from financing activities of $1,432,792 for the fiscal year ended January 31, 2024. 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
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 $74,800 (the "February 2022 Note"). The note bears interest at 8%, with an Original
Issue Discount of $9,800, matures on 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 prices of the Company's common stock during the 10 trading
days prior to conversion. During the year ended January 31, 2023, the noteholder converted a total of $74,800 of the note for 639,517
shares of the Company's common stock, leaving a balance of $0 as of January 31, 2023.

 On
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 $71,500 (the "April 2022 Note"). The note bears interest at 8%, with an Original
Issue Discount of $9,500, matures on 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 prices of the Company's common stock during the 10 trading
days prior to conversion. During the year ended January 31, 2023, the noteholder converted a total of $71,500 of the note for 758,524
shares of the Company's common stock, leaving a balance of $0 as of January 31, 2023.

 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 prices of the Company's common stock during the 10 trading days prior to conversion. During
the year ended January 31, 2023, the noteholder converted a total of $15,000 of the note for 205,198 shares of the Company's common
stock, leaving a balance of $30,138 as of January 31, 2023. During the year ended January 31, 2024, the noteholder converted a total
of $30,138 of the note principal and $1,806 of interest for 360,675 shares of the Company's common stock, leaving a balance of
$0 as of January 31, 2024.

 On
October 3, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $45,138 (the "October 2022 Note"). The note bears interest at 8%, with an Original Issue Discount of $10,138, matures
on October 3, 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 prices of the Company's common stock during the 10 trading days prior to conversion. During
the year ended January 31, 2024, the noteholder converted a total of $45,138 of the note principal and $1,806 of interest for 1,102,975
shares of the Company's common stock, leaving a balance of $0 as of January 31, 2024.

 On
November 23, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $51,108 (the "November 2022 Note"). The note bears interest at 8%, with an Original Issue Discount of $11,219, matures
on November 23, 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 prices of the Company's common stock during the 10 trading days prior to conversion. During
the year ended January 31, 2024, the noteholder converted a total of $51,108 of the note principal and $2,044 of interest for 1,477,693
shares of the Company's common stock, leaving a balance of $0 as of January 31, 2024.

 On
February 3, 2023, the Company entered into a convertible promissory note with 1800 Diagonal Lending in the aggregate principal amount
of $48,675 (the "February 2023 Note"). The note bears interest at 8%, with an Original Issue Discount of $4,425 plus an additional
$4,250 to pay for transaction fees of the lender, matures on February 2, 2024, 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 prices of the Company's common stock during
the 10 trading days prior to conversion. During the year ended January 31, 2024, the noteholder converted a total of $48,675 of the note
principal and $1,947 of interest for 1,131,880 shares of the Company's common stock, leaving a balance of $0 as of January 31,
2024.

 On
March 24, 2023, the Company entered into a convertible promissory note with 1800 Diagonal Lending in the aggregate principal amount of
$48,675 (the "March 2023 Note"). The note bears interest at 8%, with an Original Issue Discount of $4,425 plus an additional
$4,250 to pay for transaction fees of the lender, matures on March 24,2024, 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 prices of the Company's common stock during
the 10 trading days prior to conversion. During the year ended January 31, 2024, the noteholder converted a total of $48,675 of the note
principal and $1,945 of interest for 1,593,694 shares of the Company's common stock, leaving a balance of $0 as of January 31,
2024.

 Notes
Payable–- SBA

 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, and is due in monthly
installments of $158 beginning 12.5.2022.

 The
balance of the EIDL note totals $32,400, including accrued interest of $2,729, and is included in long-term debt as of January 31,
2024.

 Notes
Payable

 In
April 2022, the Company entered into a Premium Finance Agreement related to an 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 $2,871, at an annual interest rate of 10.45%. As of January 31, 2023, the notes payable, net balance
was $2,754, which was recorded as current portion, with accrued interest of $0.

 In
April 2023, the Company entered into a Premium Finance Agreement related to an insurance policy. The policy premiums total $33,500 for
a one-year policy period. The Company financed $24,850 of the policy over a nine-month period. The monthly payments under the agreement
are due in nine installments of $2,909, at an annual interest rate of 12.70%.

 As
of January 31, 2024, the notes payable, net balance was $0, which was recorded as current portion, with accrued interest of $0. As of
January 31, 2023, the notes payable, net balance was $2,754, which was recorded as current portion, with accrued interest of $0.

 Proceeds
from issuance of common stock

the fiscal years ended January 31, 2024 and 2023, we entered into certain private investment agreements pursuant to which we received
a total of $1,007,913 and $195,030 in net proceeds, respectively.

 Results
of Operations for the Fiscal Year Ended January 31, 2024

 We
had a net loss of $4,080,258 for the fiscal year ended January 31, 2024 compared to net income of $565,595 for the fiscal year ended
January 31, 2023. Net loss increased by $2,098,395 due primarily to the increase in operating expenses, the increase in loss on the change
in fair value of derivative liability and the gain on settlement of debt related to the settlement with the Company's former CEO,
James Briscoe recorded the prior year.

 Results
of Operations for the Fiscal Year Ended January 31, 2023

 We
had a net income of $565,595 for the fiscal year ended January 31, 2023 compared to net loss of $438,681 for the fiscal year ended January
31, 2022. Net income increased by $1,004,276 due primarily to the gain on settlement of debt related to the settlement with the Company's
former CEO, James Briscoe.

 Off-Balance
Sheet Arrangements

 We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that
are material to stockholders.

 Presentation
of Financial Information

 Our
consolidated financial statements for the fiscal year ended January 31, 2024 reflect financial information for the fiscal years ended
January 31, 2024 and 2023.

 Since
we have not generated any revenue, there is substantial doubt regarding our ability to continue as a going concern in connection
with our consolidated financial statements for the fiscal years ended January 31, 2024 and 2023. Our accumulated deficit on January 31,
2024, was approximately $61 million and the net loss from operations for the fiscal year ended January 31, 2024 was $4,080,258. All of
our exploration costs are expensed as incurred.

 These
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 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.

 In
order to continue as a going concern, we require additional financing. There can be no assurance that additional financing will be available
to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to continue as a going
concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in the preparation of
the consolidated financial statements.

 Critical
Accounting Policies

 Our
consolidated financial statements have been prepared in conformity with GAAP. Our significant accounting policies are described in Note
2 to the consolidated financial statements included in Item 8 of this annual report on Form 10-K. The critical accounting policies adopted
by our company are as follows:

 Going
Concern

 Since
we have not generated any revenue, we have negative cash flows from operations, and negative working capital we have included a reference
to the substantial doubt about our ability to continue as a going concern in connection with our consolidated financial statements for
the period ended January 31, 2024. Our total stockholders' deficit at January 31, 2024 was $3,062,799.

 These
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 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 and the related subscription agreements to determine the appropriate reporting within the financial
statements. We report convertible promissory notes as liabilities at their carrying value less unamortized discounts in accordance with
the applicable accounting guidance. We bifurcate conversion options and detachable common stock purchase warrants and report them as
liabilities at fair value at each reporting period 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.

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. The valuation of the derivative liability of the warrants is 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.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Not
applicable to smaller reporting companies.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

STAR URANIUM & METALS CORP.

 TABLE
OF CONTENTS

 Page

 REPORT
 OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ( PCAOB ID No. 76)

 CONSOLIDATED
 FINANCIAL STATEMENTS

 Balance Sheets as of January 31, 2024 and 2023

 Statements of Operations for the Years Ended January 31, 2024 and 2023

 Statements of Changes in Stockholders' Deficit for the Years Ended January 31, 2024 and 2023

 Statements of Cash Flows for the Years Ended January 31, 2024 and 2023

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 F- 1

 Report of Independent Registered Public Accounting
Firm

 To
the Shareholders and Board of Directors of

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Liberty Star Uranium & Metals Corp. (the "Company") as of
January 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders' deficit, and cash flows
for each of the two years in the period ended January 31, 2024, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position
of the Company as of January 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of the two
years in the period ended January 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has suffered recurring losses from operations and has stockholders' deficit that raise
substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described
in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to Liberty Star Uranium & Metals Corp. in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Critical
Audit Matter Description

 As
disclosed in Notes 6 and 7 to the financial statements, the Company had various debt instruments which included conversion features requiring
bifurcation and separate accounting as derivatives. These derivatives were measured at fair value using significant assumptions and complex
pricing model. We identified auditing the Company's evaluation to estimate the fair value of the derivative liabilities, as a critical
audit matter.

 How
the Critical Audit Matter Was Addressed in the Audit

 Our
key audit procedures performed to address this critical audit matter included the following:

 -
 We
 obtained an understanding of the Company's processes surrounding the evaluation, initial
 measurement and valuation of the derivatives.

 -
 We
 evaluated management's assessment and the conclusions reached, and the qualifications
 of the Company's specialist, to ensure these instruments were recorded in accordance
 with the relevant accounting guidance.

 -
 We
 evaluated the fair value of the derivatives that included testing the valuation model and
 significant assumptions utilized by management and underlying data used in the model.

 -
 We
 engaged an auditor's specialist to review the work prepared by the Company's
 specialist and assist in the performance of recalculations.

 /s/
 Turner, Stone & Company, L.L.P.

 We
have served as Liberty Star Uranium & Metals Corp.'s auditor since 2022.

 Dallas,
Texas

 May

 F- 2

Balance Sheets

 2024

 2023

 Assets

 Current assets:

 Cash and cash equivalents

 $
 72,099

 $
 32,616

 Prepaid expenses and other current assets

 14,356

 6,540

 Total current assets

 86,455

 39,156

 Noncurrent assets:

 Property and equipment, net

 17,644

 21,888

 Total noncurrent assets

 17,644

 21,888

 Total assets

 $
 104,099

 $
 61,044

 Liabilities and Stockholders' Deficit

 Current:

 Accounts payable and accrued liabilities

 $
 165,212

 $
 218,954

 Accrued expenses to related party

 -

 66,205

 Advances from related party

 -

 5,000

 Note payable

 -

 2,754

 Notes payable to related party

 326,828

 50,000

 Notes payable

 326,828

 50,000

 Convertible promissory note, net of unamortized debt discount of $ 15,000 and $ 33,760

 95,000

 92,624

 Derivative liability

 2,547,458

 172,393

 Total current liabilities

 3,134,498

 607,930

 Long-term:

 Long-term debt - SBA

 32,400

 32,400

 Total long-term liabilities

 32,400

 32,400

 Total liabilities

 3,166,898

 640,330

 Commitments and Contingencies

 -

 -

 Stockholders' deficit:

 Class A common stock - $.00001 par value; 500,000 authorized; 500,000 and 102,000
 shares issued and outstanding as of January 31, 2024 and 2023, respectively

 Common stock - $.00001 par value; 74,500,000 authorized; 49,813,861 and 18,671,159 shares
 issued and outstanding as of January 31, 2024 and 2023, respectively

 Additional paid-in capital

 58,538,033

 56,941,222

 Subscription receivable

 ( 117,850
)

 ( 117,468
)

 Accumulated deficit

 ( 61,483,485
)

 ( 57,403,227
)

 Total stockholders' deficit

 ( 3,062,799
)

 ( 579,286
)

 Total liabilities and stockholders' deficit

 $
 104,099

 $
 61,044

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

 F- 3

Statements of Operations

 2024

 2023

 For the years ended

 January 31

 2024

 2023

 Revenues

 $
 -

 $
 -

 Expenses:

 Geological and geophysical costs

 897,777

 84,472

 Salaries and benefits

 214,550

 172,123

 Professional services

 155,338

 173,636

 General and administrative

 272,605

 400,840

 Net operating expenses

 1,540,270

 831,071

 Loss from operations

 ( 1,540,270
)

 ( 831,071
)

 Other income (expense):

 Interest expense

 ( 213,022
)

 ( 245,156
)

 Other income

 3,941

 1,065

 Gain on forgiveness of SBA loan

 -

 32,851

 Gain on settlement of liabilities

 56,000

 998,284

 Gain (loss) on change in fair value of derivative
 liability

 ( 2,386,907
)

 609,622

 Total other income (expense)

 ( 2,539,988
)

 1,396,666

 Net income (loss)

 $
)

 $
 565,595

 Net income (loss) per share of common stock - basic

 $
 ( 0.13
)

 $
 0.04

 Net income (loss) per share of common stock - diluted

 $
 ( 0.13
)

 $
 0.04

 Weighted average shares outstanding - basic

 31,012,343

 15,558,746

 Weighted average shares outstanding - diluted

 31,012,343

 15,558,746

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

 F- 4

Statements of Changes in Stockholders' Deficit

 For
the years ended January 31, 2024 and 2023

 Receivable

 Capital

 Deficit

 Deficit

 Additional

 Total

 Class A Common stock

 Common stock

 Subscription

 paid-in

 Accumulated

 Stockholders'

 Receivable

 Capital

 Deficit

 Deficit

 Balance, January 31, 2022

 102,000

 $

 13,458,752

 $

 $
 -

 $
 56,503,616

 $
 ( 57,968,822
)

 $
 ( 1,465,070
)

 Issuance of common stock and warrants in private placement and warrant exercises

 -

 -

 13,298

 -

 -

 5,000

 -

 5,000

 Issuance of common stock and warrants in private placement and warrant exercises,
 related party

 -

 -

 23,812

 -

 -

 3,000

 -

 3,000

 Issuance of common shares pursuant to investment agreement

 -

 -

 1,429,804

 ( 16,368
)

 203,384

 -

 187,030

 Shares issued for conversion of notes

 -

 -

 2,424,896

 -

 374,616

 -

 374,640

 Shares issued to settle liabilities, related party

 -

 -

 146,597

 -

 18,649

 -

 18,650

 Cashless exercise of options

 -

 -

 674,000

 ( 101,100
)

 101,093

 -

 -

 Stock based compensation

 -

 -

 276,687

 -

 276,692

 Options issued related to settlement agreement

 -

 -

 -

 -

 -

 44,707

 -

 44,707

 Reclass of APIC to derivative liabilities for tainted warrants

 -

 -

 -

 -

 -

 ( 734,294
)

 -

 ( 734,294
)

 Resolution of derivative liabilities due to debt conversions

 -

 -

 -

 -

 -

 144,764

 -

 144,764

 Net income for the year ended January 31, 2023

 -

 -

 -

 -

 -

 -

 565,595

 565,595

 Balance, January 31, 2023

 102,000

 18,671,159

 ( 117,468
)

 56,941,222

 ( 57,403,227
)

 ( 579,286
)

 Balance

 102,000

 18,671,159

 ( 117,468
)

 56,941,222

 ( 57,403,227
)

 ( 579,286
)

 Receipt of subscription receivable

 -

 -

 -

 -

 16,368

 -

 -

 16,368

 Cashless exercise of options

 -

 -

 250,000

 ( 16,750
)

 16,747

 -

 -

 Issuance of common stock and warrants in private placement

 413,781

 23,962,393

 -

 1,007,669

 -

 1,007,913

 Issuance of common stock and warrants for settlement of liability

 234,219

 -

 -

 -

 11,112

 -

 11,114

 Issuance of common stock and warrants for equipment

 -

 -

 35,092

 -

 -

 1,908

 -

 1,908

 Shares issued for conversion of notes

 -

 -

 5,666,917

 -

 233,224

 -

 233,281

 Stock based compensation

 -

 -

 978,300

 -

 167,943

 -

 167,953

 Shares exchanged

 ( 250,000
)

 ( 2
)

 250,000

 -

 -

 -

 -

 Resolution of derivative liabilities due to debt conversions and untainted warrants

 -

 -

 -

 -

 -

 158,208

 -

 158,208

 Net loss for the year ended January 31, 2024

 -

 -

 -

 -

 -

 -

)

)

 Net loss

 -

 -

 -

 -

 -

 -

)

)

 Balance, January 31, 2024

 $

 49,813,861

 $

 $
 ( 117,850
)

 $
 58,538,033

 $
 ( 61,483,485
)

 $
 ( 3,062,799
)

 Balance

 $

 49,813,861

 $

 $
 ( 117,850
)

 $
 58,538,033

 $
 ( 61,483,485
)

 $
 ( 3,062,799
)

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

 F- 5

Statements of Cash Flows

 2024

 2023

 For the years ended

 2024

 2023

 Cash flows from operating activities:

 Net income (loss)

 $
)

 $
 565,595

 Adjustments to reconcile net income (loss) to net cash used in operating activities:

 Depreciation

 6,152

 5,834

 Stock based compensation

 167,953

 276,692

 Amortization of debt discounts

 197,477

 229,698

 (Gain) loss on change in fair value of derivative liabilities

 2,386,907

 ( 609,622
)

 Gain on forgiveness of SBA loan

 -

 ( 32,851
)

 Gain on settlement of liabilities

 ( 56,000
)

 ( 998,284
)

 Gain on disposal of fixed asset

 -

 ( 5,000
)

 Changes in assets and liabilities:

 Prepaid expenses

 17,034

 31,276

 Accounts payable and accrued expenses

 ( 32,574
)

 ( 3,940
)

 Cash flows used in operating activities:

 ( 1,393,309
)

 ( 540,602
)

 Cash flows from investing activities:

 Proceeds from sale of equipment

 -

 5,000

 Cash flows provided by investing activities:

 -

 5,000

 Cash flows from financing activities:

 Repayments of advances

 ( 17,091
)

 -

 Repayments of advances, related party

 ( 8,157
)

 ( 18,996
)

 Proceeds from advances, related party

 1,363

 24,550

 Proceeds from notes payable, related party

 285,000

 50,000

 Payments on notes payable

 ( 27,604
)

 ( 21,996
)

 Proceeds from convertible promissory notes

 175,000

 236,889

 Proceeds from the issuance of common stock and warrants in private placement

 1,007,913

 195,030

 Receipt of subscription receivable

 16,368

 -

 Net cash provided by financing activities

 1,432,792

 465,477

 Increase (decrease) in cash and cash equivalents

 39,483

 ( 70,125
)

 Cash and cash equivalents, beginning of period

 32,616

 102,741

 Cash and cash equivalents, end of period

 $
 72,099

 $
 32,616

 Supplemental disclosure of cash flow information:

 Income tax paid

 $
 -

 $
 -

 Interest paid

 $
 2,564

 $

 Supplemental disclosure of non-cash items:

 Resolution of derivative liabilities due to debt conversions and untainted warrants

 $
 156,307

 $
 144,764

 Reclass of APIC to derivative liabilities for tainted warrants

 $
 1,901

 $
 734,292

 Debt discounts due to derivative liabilities

 $
 146,368

 $
 192,485

 Common stock issued for conversion of debt and interest

 $
 233,281

 $
 374,640

 Expenses paid by related party on behalf of the Company

 $
 21,827

 $
 18,096

 Prepaid insurance financed with note payable

 $
 24,850

 $
 24,750

 Shares issued for settlement of liability

 $
 -

 $
 18,650

 Cashless exercise of warrants

 $
 16,750

 $
 101,100

 Issuance of common stock and warrants for equipment

 $
 1,908

 $
 -

 Issuance of common stock and warrants for settlement of liabilities

 $
 11,114

 $
 -

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

 F- 6

STAR URANIUM & METALS CORP.

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 – Organization

 Liberty Star Uranium & Metals Corp. (the "Company," "we,"
"our," or "Liberty Star") 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. Until 2016 Big Chunk was engaged in the acquisition and exploration of mineral properties business in the State of Alaska
until its dissolution on July 26, 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 the Company's mineral properties. Redwall ceased
drilling activities in July 2008 and was dissolved on March 30, 2010. We formed the wholly owned subsidiary, Hay Mountain Super Project
LLC ("HMSP") incorporated on October 24, 2014, to serve as the primary holding company for development of the potential ore
bodies encompassed in the Hay Mountain area of interest in Arizona. We renamed HMSP to Hay Mountain Holdings LLC ("HMH")
on March 5, 2019. In April 2007, we changed our name to Liberty Star Uranium & Metals Corp. On February 22, 2019, the Company registered
the tradename 'Liberty Star Minerals' with the state of Arizona to be recognized as 'doing business as', or 'd/b/a'
Liberty Star Minerals. We have not generated any revenues from operations. On April 11, 2019 we formed a new subsidiary named Earp Ridge
Mines LLC ("Earp Ridge") wholly owned by HMH. On August 13, 2020, the Company formed Red Rock Mines, LLC ("Red Rock"),
an Arizona corporation, as a wholly owned subsidiary of Hay Mountain Holdings, LLC.

 NOTE
2 – Summary of significant accounting policies

 The
summary of significant accounting policies presented below is designed to assist in understanding the Company's consolidated financial
statements. Such consolidated financial statements and accompanying notes are the representations of the Company's management,
who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted
in the United States of America ("GAAP") in all material respects and have been consistently applied in preparing the accompanying
consolidated financial statements. The significant accounting policies adopted by the Company are as follows:

 Use
of estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 The
valuation of stock-based compensation, classification and valuation of common stock purchase warrants, classification and value of embedded
conversion options, value of beneficial conversion features, valuation allowance on deferred tax assets, the determination of useful
lives and recoverability of depreciable assets, accruals, and contingencies are significant estimates made by management. It is at least
reasonably possible that a change in these estimates may occur in the near term.

 Principles
of consolidation

 The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiary HMH and the HMH wholly owned
subsidiaries Earp Ridge and Red Rock. All significant intercompany accounts and transactions have been eliminated upon
consolidation.

 Cash
and cash equivalents

 We
consider cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents.
We maintain our cash in bank deposit accounts which, for periods of time, may exceed federally insured limits. On January 31, 2024 and
2023, we had no cash balances in bank deposit accounts that exceeded federally insured limits.

 F- 7

 Mineral
claim costs

 We
account for costs incurred to acquire, maintain, and explore mineral properties as a charge 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.

 Long-lived
assets and impairment of long-lived assets

 Property
and equipment are stated at cost. We capitalize all purchased equipment over $ 500 with a useful life of more than one year. Depreciation
is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are stated at cost
and are amortized over their estimated useful lives or the lease term, whichever is shorter. Maintenance and repairs are expensed as
incurred while betterments or renewals are capitalized. Property and equipment are reviewed periodically for impairment. The estimated
useful lives range from 3 to 7 years.

 We
review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Recoverability of a long-lived asset group to be held and used in operations is measured by a comparison of the carrying amount to the
sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If such asset group is
considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset group exceeds its
fair value. Long-lived assets to be disposed of are carried at the lower of cost or fair value less the costs of disposal.

 Convertible
promissory notes

 We
report convertible promissory notes as liabilities at their carrying value less unamortized discounts, which approximates fair value.
We bifurcate conversion options and detachable common stock purchase warrants and report them as liabilities at fair value at each reporting
period when required in accordance with the applicable accounting guidance. When convertible promissory notes are converted into shares
of our common stock in accordance with the debt terms, no gain or loss is recognized. We account for inducements to convert as an expense
in the period incurred, included in debt conversion expense.

 Derivative
liabilities

 The
valuation of the derivative liability of our warrants is 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.

 The
valuation of the derivative liability attached to the convertible debt is 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 are 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 are 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
leads to a cash flow simulation over the life of the note. A discounted cash flow for each simulation is completed and is compared to
the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability.

 F- 8

stock purchase warrants

 We
report common stock purchase warrants as equity unless a condition exists which requires reporting as a derivative liability at fair
value. The valuation of the derivative liability of the warrants is 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.

 Stock
based compensation

 The
Company recognizes stock-based compensation for all share-based payment awards made to employees and non-employees based on the estimated
fair values of the stock or options. The fair value of options to be granted are estimated on the date of each grant using the Black-Scholes
option pricing model and amortized ratably over the option's vesting periods, which approximates the service period.

 Environmental
expenditures

 Our
operations have been and may in the future be affected from time to time in varying degree by changes in environmental regulations, including
those for future removal and site restoration costs. The likelihood of new regulations and their overall effect upon us are not predictable.
We provide for any reclamation costs in accordance with the Accounting Standards Codification ("ASC") Topic 410-30 " Asset
Retirement and Environmental Obligations ". It is management's opinion that we are not currently exposed to significant
environmental and reclamation liabilities and have recorded no reserve for environmental and reclamation expenditures as of January 31,
2024 or 2023.

 Fair
value of financial instruments

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

 The
Company measures and discloses certain financial assets and liabilities at fair value. Authoritative guidance 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. Authoritative guidance
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 –- Quoted prices in active markets for identical assets or liabilities.

 Level
2 –- Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the
full term of the assets or liabilities.

 Level
3 –- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the
assets or liabilities.

 F- 9

 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.

 Net
income (loss) per share

 Basic
net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding
during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net income (loss) per
share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a result of option exercises
that are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation.

the years ended January 31, 2024 and 2023, the impact of 2,808,730 and 313,760 of stock options, 14,254,813 and 2,256,070 of warrants,
and 0 and 357,905 shares issuable from convertible notes, respectively, were excluded from the calculation as their impact would be anti-dilutive.

 Reclassification

 Certain
reclassifications 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.

 Newly
Issued Accounting Pronouncements

 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment
Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU
2023-07 expands public entities' segment disclosures by requiring disclosure of significant segment expenses that are regularly
provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition
for other segment items and interim disclosures of a reportable segment's profit or loss and assets. All disclosure requirements
of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December
15, 2023, and interim periods for our fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to
all periods presented. Early adoption is permitted. We are currently evaluating the effect of adopting ASU 2023-07 on our disclosures.

 In December 2023, the FASB issued 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures to enhance
income tax information primarily through changes in the rate reconciliation and income taxes paid information. ASU 2023-09 is effective
for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently evaluating
the impact of this standard on our statements and related disclosures.

 NOTE
3 – Going concern

 These
consolidated financial statements have been prepared in conformity with GAAP with the ongoing assumption that we will be able to realize
our assets and discharge our liabilities in the normal course of business. However, certain conditions noted below currently exist which
raise substantial doubt about our ability to continue as a going concern. These consolidated financial statements do not include any
adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a
going concern. Our operations have primarily been funded by the issuance of common stock and debt. Continued operations are dependent
on our ability to complete equity financings or generate profitable operations in the future. Management's plan in this regard
is to secure additional funds through future equity financings, joint venture agreements or debt. Such financings may not be available
or may not be available on reasonable terms.

 The
Company has incurred losses from operations, has a working capital deficit 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 consolidated financial statements do not include any adjustments that might result from the outcome
of these uncertainties.

 F- 10

 NOTE
4 – Mineral claims

 At
January 31, 2024, we held a 100 % interest in 93 standard federal lode mining claims located in the Tombstone region of Arizona.

 At
January 31, 2024, we held 31 Arizona State Land Department Mineral Exploration Permits covering 12,878.18 acres in the Tombstone region
of Arizona.

 Title
to mineral claims involves certain inherent risks due to difficulties of determining the validity of certain claims as well as potential
for problems arising from the frequently ambiguous conveyance history characteristic of many mineral properties.

 All
of the Company's claims for mineral properties are in good standing as of January 31, 2024.

 NOTE
5 – Property and equipment

 The
balances of our major classes of depreciable assets and useful lives are:

 Schedule of Property and Equipment

 31,
 2024

 31,
 2023

 Geology equipment ( 3 to 7 years)

 $
 91,328

 $
 89,420

 Vehicles and transportation equipment ( 5 years)

 37,592

 37,592

 Office furniture and equipment ( 3 to 7 years)

 2,140

 2,140

 Property and equipment,
 gross

 131,060

 129,152

 Less: accumulated depreciation

 ( 113,416
)

 ( 107,264
)

 Property
 and equipment, net

 $
 17,644

 $
 21,888

the year ended January 31, 2023, the Company wrote off $ 265,403 of property and equipment and sold $ 40,673 of equipment. The Company
recognized a gain of $ 5,000 from the sale of property. Depreciation expense was $ 6,152 and $ 5,834 for the years ended January 31, 2024
and 2023, respectively.

 NOTE
6 – Long-term debt and convertible promissory notes

 Following
is a summary of convertible promissory notes:

 Summary of Convertible Promissory Notes

 2024

 2023

 8% convertible note payable issued July 2022, due July 2023

 $
 –

 $
 30,138

 8% convertible note payable issued October 2022, due October 2023

 –

 45,138

 8% convertible note payable issued November 2022, due November 2023

 –

 51,108

 8% convertible note payable issued January 2024, due October 2024

 110,000

 –

 Convertible note payable

 110,000

 126,384

 Less debt discount

 ( 15,000
)

 ( 33,760
)

 Less current portion of convertible notes

 ( 95,000
)

 ( 92,624
)

 Long-term convertible notes payable

 $
 –

 $
 –

 On
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 $ 74,800 (the "February 2022 Note"). The note bears interest at 8 %, with an Original
Issue Discount of $ 9,800, matures on 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 prices of the Company's common stock during the 10 trading
days prior to conversion. During the year ended January 31, 2023, the noteholder converted a total of $ 74,800 of the note for 639,517
shares of the Company's common stock, leaving a balance of $ 0 as of January 31, 2023.

 F- 11

 On
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 $ 71,500 (the "April 2022 Note"). The note bears interest at 8 %, with an Original
Issue Discount of $ 9,500, matures on 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 prices of the Company's common stock during the 10 trading
days prior to conversion. During the year ended January 31, 2023, the noteholder converted a total of $ 71,500 of the note for 758,524
shares of the Company's common stock, leaving a balance of $ 0 as of January 31, 2023.

 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 prices of the Company's common stock during the 10 trading days prior to conversion. During
the year ended January 31, 2023, the noteholder converted a total of $ 15,000 of the note for 205,198 shares of the Company's common
stock, leaving a balance of $ 30,138 as of January 31, 2023. During the year ended January 31, 2024, the noteholder converted a total
of $ 30,138 of the note principal and $ 1,806 of interest for 360,675 shares of the Company's common stock, leaving a balance of
$ 0 as of January 31, 2024.

 On
October 3, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $ 45,138 (the "October 2022 Note"). The note bears interest at 8 %, with an Original Issue Discount of $ 10,138, matures
on October 3, 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 prices of the Company's common stock during the 10 trading days prior to conversion. During
the year ended January 31, 2024, the noteholder converted a total of $ 45,138 of the note principal and $ 1,806 of interest for 1,102,975
shares of the Company's common stock, leaving a balance of $ 0 as of January 31, 2024.

 On
November 23, 2022, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount
of $ 51,108 (the "November 2022 Note"). The note bears interest at 8 %, with an Original Issue Discount of $ 11,219, matures
on November 23, 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 prices of the Company's common stock during the 10 trading days prior to conversion. During
the year ended January 31, 2024, the noteholder converted a total of $ 51,108 of the note principal and $ 2,044 of interest for 1,477,693
shares of the Company's common stock, leaving a balance of $ 0 as of January 31, 2024.

 On
February 3, 2023, the Company entered into a convertible promissory note with 1800 Diagonal Lending in the aggregate principal amount
of $ 48,675 (the "February 2023 Note"). The note bears interest at 8 %, with an Original Issue Discount of $ 4,425 plus an additional
$ 4,250 to pay for transaction fees of the lender, matures on February 2, 2024, 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 prices of the Company's common stock during
the 10 trading days prior to conversion. During the year ended January 31, 2024, the noteholder converted a total of $ 48,675 of the note
principal and $ 1,947 of interest for 1,131,880 shares of the Company's common stock, leaving a balance of $ 0 as of January 31,
2024.

 On
March 24, 2023, the Company entered into a convertible promissory note with 1800 Diagonal Lending in the aggregate principal amount of
$ 48,675 (the "March 2023 Note"). The note bears interest at 8 %, with an Original Issue Discount of $ 4,425 plus an additional
$ 4,250 to pay for transaction fees of the lender, matures on March 24,2024, 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 prices of the Company's common stock during
the 10 trading days prior to conversion. During the year ended January 31, 2024, the noteholder converted a total of $ 48,675 of the note
principal and $ 1,945 of interest for 1,593,694 shares of the Company's common stock, leaving a balance of $ 0 as of January 31,
2024.

 On January 12, 2024, the Company entered into a convertible promissory
note with 1800 Diagonal Lending in the aggregate principal amount of $ 110,000 (the "January 2024 Note"). The note bears interest
at 8 %, with an Original Issue Discount of $ 10,000 plus an additional $ 5,000 to pay for transaction fees of the lender, matures on March
24,2024, 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 prices of the Company's common stock during the 10 trading days prior to conversion. As of January 31,
2024, note balance was $ 95,000, net of $ 15,000 discount.

 F- 12

 Notes
Payable–- SBA

 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 16, 2021 (extended to June 18, 2023).

 The
note principal balance of totaled $ 32,400, with accrued interest of $ 2,729 and is included in long-term debt as of January 31, 2024.

 Notes
Payable

 In
April 2022, the Company entered into a Premium Finance Agreement related to an 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 $ 2,871, at an annual interest rate of 10.45 %. As of January 31, 2024 and 2023, the note balance was $ 0
and $ 2,754, respectively.

 In
April 2023, the Company entered into a Premium Finance Agreement related to an insurance policy. The policy premiums total $ 33,500 for
a one-year policy period. The Company financed $ 24,850 of the policy over a nine-month period. The monthly payments under the agreement
are due in nine installments of $ 2,909, at an annual interest rate of 12.70 %. As of January 31, 2024, the note balance was $ 0.

 NOTE
7 – Derivative Liabilities

 The
embedded conversion feature in the convertible debt instruments that the Company issued (See Note 6), that became convertible during
the years ended January 31, 2023 and 2022, qualified it as a derivative instrument since the number of shares issuable under the note
is indeterminate based on guidance in ASC 815, " Derivatives and Hedging ". This convertible note 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.

 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.

 F- 13

 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 in the range 158.7 %
 to 167.6 %
 are based on historical prices over a lookback period equivalent to the expected term 2.80 years and 2.55 years.

 The stock price projection was modeled such that it follows a geometric Brownian motion with constant drift and constant volatility, starting
with the recast stock price at each valuation date.

 The
 Holder would exercise the warrant at maturity if the stock price was above the exercise price;

 Discount
rates were based on risk free rates of 5.23 % and 4.66 % in effect based on the remaining term and date of each valuation and instrument.

 Dividend yield: 0 %

 Exercise Price: $ 20 M/number shares issued and outstanding at maturity (exercise date)

 Number of Options: $ 1 M/exercise price

 The
shares issued and outstanding is based on the initial 10,888,894 shares as of 10/31/21 to 49,813,861 shares as of 1/31/24 and a 3.04%
growth monthly at 1/31/24 and future financing events raising $500,000 annually through the sale of common stock at a 25% discount.

 Using
the results from the model, the Company recorded a derivative liability during the year ended January 31, 2024 of $ 146,368 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 $ 146,368 that is being 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 year ended January 31, 2024, was $ 198,453. The remaining unamortized debt discount related to the derivative liability was $ 0
as of January 31, 2024.

the year ended January 31, 2024, the Company recorded $ 156,309
due to the conversions of a portion of the Company's convertible notes. The Company also recorded a change in the fair value
of the derivative liabilities as a loss of $ 2,386,907
to reflect the value of the derivative liabilities for warrants and convertible notes as of January 31, 2024.

 Using
the results from the model, the Company recorded a derivative liability during the year ended January 31, 2023 of $ 734,294 for newly
granted and existing warrants (see Note 10) that were tainted and a derivative liability of $ 172,393 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 $ 192,482 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 year ended January 31,
2023, was $ 229,698. The remaining unamortized debt discount related to the derivative liability was $ 13,439 as of January 31, 2023.

the year ended January 31, 2023, the Company recorded a reclassification from derivative liabilities to equity of $ 734,294 for warrants
becoming untainted and $ 144,464 due to the conversions of a portion of the Company's convertible notes. The Company also recorded
a change in the fair value of the derivative liabilities as a gain of $ 609,622 to reflect the value of the derivative liabilities for
warrants and convertible notes as of January 31, 2023.

 F- 14

 The
Company also recorded the change in the fair value of the derivative liability as a gain of $ 609,622 and $ 226,278, respectively, to reflect
the value of the derivative liability for warrants and convertible notes as of January 31, 2023 and 2022, respectively. The Company did
not have a derivative liability as of January 31, 2024 since none of the outstanding notes remained convertible at the end of the periods
and consequently the outstanding warrants were no longer tainted.

 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

 Year Ended January 31,

 2024

 2023

 Beginning balance

 $
 172,393

 $
 –

 Total (gains) losses

 2,386,907

 ( 609,622
)

 Settlements

 ( 156,309
)

 ( 144,764
)

 Additions recognized as debt discount

 146,368

 192,485

 Additions due to tainted warrants

 ( 1,901
)

 734,294

 Ending balance

 $
 2,547,458

 $
 172,393

 Change in unrealized (gains) losses included in earnings relating to derivatives

 $
 2,386,907

 $
 ( 609,622
)

 NOTE
8 – Common stock

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.

 Class
A Common Stock has super majority voting rights with the holder of each outstanding share of Class A Common Stock being entitled to 200
votes per share on all such matters, including, but not limited to, election of the Board of Directors.

 On
October 27, 2022, the registrant amended its articles of incorporation. The articles of incorporation were amended for the purposes of
increasing the authorized shares of the registrant from 25,000,000 shares to 75,000,000 shares consisting of 74,500,000 shares of $ 0.00001
par value Common Stock and 500,000 shares of $ 0.00001 par value Class A Common Stock.

Stock Issued During the Year Ended January 31, 2024

the year ended January 31, 2024, the Company issued a total of 5,666,917 shares of our common stock for conversions of $ 223,733 in principal
and $ 9,547 of interest on convertible notes payable at exercise prices ranging from $ 0.0297 to $ 0.0888.

 On
July 17, 2023, the Company issued 476,338 units to a shareholder for $ 20,000 in cash proceeds. Each unit consists of 1 share of our common
stock and warrant. The warrants have a relative fair value of $ 7,915. Each warrant allows the holder to purchase one share of
our common stock at a price of $ 0.0637. The warrants expire three years from the date of issuance. The Company valued the warrants using
the Black-Scholes option-pricing model with the following key assumptions: fair value stock price, $ 0.0637, Exercise price, $ 0.0588,
Term 3 years, Volatility 165 %, and Discount rate 4.34 % and a dividend yield of 0 %.

 On
May 26, 2023, the Company entered into a twelve-month stock compensation and subscription agreement with an investor relations firm that
includes the issuance of 978,300 shares of common stock. Upon signing the agreement, the Company issued 978,300 shares of common stock
and will recognize the expense over the twelve-month service period. The shares of common stock will be subject to a six-month hold period
from the date of issuance. During the year ended January 31, 2024 the Company recognized $ 36,686 of expense related to this agreement.

 F- 15

Stock Issued During the Year Ended January 31, 2023

the year ended January 31, 2023, the Company issued a total of 2,424,896 shares of our common stock for conversions of $ 362,600 in principal
and $ 12,040 of interest on convertible notes payable at exercise prices ranging from $ 0.018 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 a relative fair value of $ 1,372. Each warrant allows the
holder to purchase one share of our common stock at a price of $ 0.376 per share at any time on or before May 16, 2025.

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

 Purchase
Agreement with Triton Funds LP

 On
August 20, 2021, the Company executed 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 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. On September 14, 2021,
the Company issued a total of 490,196 shares of its common stock under the Purchase Agreement at an aggregate price of $ 132,374 received
in November 2021, or approximately $ 0.27 per share (adjusted from original estimate of $ 0.51 per share due to change in market price
at closing).

 On
January 31, 2023, the Company issued 320,000 shares of its common stock under the Purchase Agreement and recorded a subscription receivable
of $ 16,368, or $ 0.0512 per share. The subscription receivable was collected in full on February 22, 2023.

 F- 16

 NOTE
9 – Share-based compensation

 The
2010 Stock Option Plan was approved and adopted by the Board of Directors on August 10, 2010. The plan allows for up to 191,000 shares
to be granted to key employees and non-employee consultants after specific objectives are met. The 2007 Stock Option Plan was approved
and adopted by the Board of Directors on December 10, 2007. The plan allows for up to 5,000 shares to be granted to key employees and
non-employee consultants after specific objectives are met. The 2004 Stock Option Plan was approved and adopted by the Board of Directors
on December 27, 2004. The plan allows for up to 1,925 shares to be granted to key employees and non-employee consultants after specific
objectives are met. Employees can receive incentive stock options and non-qualified stock options while non-employee consultants can
receive only non-qualified stock options. The options granted vest under various provisions using graded vesting, not to exceed four
years. The options granted have a term not to exceed ten years from the date of grant or five years for options granted to more than
10% stockholders. The option price set by the Plan Administration shall not be less than the fair market value per share of the common
stock on the grant date or 110% of the fair market value per share of the common stock on the grant date for options granted to greater
than 10% stockholders. Options remaining available for grant under the 2010. The following tables summarize the Company's stock
option activity during the years ended January 31, 2024 and 2023:

 Schedule of Stock Options Activity

 Number of
 options

 Weighted
 average
 exercise

 price

 Weighted
 average
 remaining
 life
 (years)

 Aggregate
 intrinsic value

 Outstanding, January 31, 2022

 145,250

 $
 2.97

 6.65

 $
 –

 Granted

 987,760

 2.18

 Cancelled and/or forfeited

 ( 145,250
)

 2.97

 Exercised

 ( 674,000
)

 0.15

 Outstanding, January 31, 2023

 313,760

 $
 6.53

 13.69

 $
 –

 Granted

 2,745,000

 0.11

 Cancelled and/or forfeited

 ( 250,000
)

 0.07

 Exercised

 –

 –

 Outstanding, January 31, 2024

 2,808,760

 $
 0.83

 9.86

 $
 800,183

 Exercisable, January 31, 2024

 2,158,760

 $
 0.99

 12.83

 $
 730,425

 The
aggregate intrinsic value is calculated based on the stock price of $ 0.42 and $ 0.119 per share as of January 31, 2024 and 2023, respectively.

the years ended January 31, 2024 and 2023, we recognized $ 131,266 and $ 100,482 of compensation expense related to incentive and non-qualified
stock options previously granted to officers, employees and consultants.

 On
January 31, 2023, there was $ 206,910 of unrecognized share-based compensation for all share-based awards outstanding.

 NOTE
10 – Warrants

 As
of January 31, 2024, there were 14,254,813 warrants outstanding and 13,747,281 warrants exercisable. The warrants have a weighted average
remaining life of 2.47 years and a weighted average exercise price of $ 0.82 per warrant for one common share. Warrants outstanding on
January 31, 2024 and 2023 are as follows:

 Schedule of Stock Warrants Outstanding

 of
 warrants

 Weighted
 average
 exercise
 price
 per share

 Outstanding, January 31, 2022

 2,164,217

 1.117

 Issued

 91,853

 0.20

 Expired

 –

 –

 Exercised

 –

 –

 Outstanding, January 31, 2023

 2,256,070

 1.07

 Issued

 11,998,743

 0.04

 Expired

 –

 –

 Exercised

 –

 –

 Outstanding, January 31, 2024

 14,254,813

 0.21

 Exercisable, January 31, 2024

 13,747,281

 0.14

 F- 17

 The
weighted average intrinsic value for warrants outstanding was $ 4,593,718 and $ 0 as of January 31, 2024 and 2023, respectively.

the year ended January 31, 2024, the Company issued 238,169 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 of $ 0.59.

the year ended January 31, 2023, the Company issued 6,649 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 of $ 0.53.

 Extension
of Expiration Date

 As
of February 6, 2023, the Company extended all warrants issued by the Company which expired or will expire during the year 2023.
These warrants are extended for an additional three years.

 NOTE
11 – Income taxes

 As
of January 31, our deferred tax asset is as follows:

 Schedule of Deferred Tax Asset

 31,
 2024

 31,
 2023

 Deferred Tax Assets

 $
 7,253,000

 $
 6,712,000

 Less Valuation Allowance

 ( 7,253,000
)

 ( 6,712,000
)

 Deferred
 Tax Assets, Net

 $
 -

 $
 -

 Management
has elected to provide a deferred tax asset valuation allowance equal to the potential benefit due to our history of losses. If we demonstrate
the ability to generate future taxable income, management will re-evaluate the allowance. The increase of $ 541,000 during the year ended
January 31, 2024, primarily represents the increase in net operating loss carry-forwards during the period offset against the valuation
allowance. As of January 31, 2024, our estimated net operating loss carry-forward is approximately $ 34 million and expires beginning
in 2026 through 2038, with no expiration date for our 2019 through 2023 net operating losses under the Tax Cuts and Jobs Act.

 Deferred
tax assets were calculated using the Company's effective tax rate, which it estimated to be 21 %. The effective rate is reduced
to 0 % for 2024 and 2023 due to the full valuation allowance on its net deferred tax assets.

 We
have identified our federal and Arizona state tax returns as "major" tax jurisdictions. The periods our income tax returns
are subject to examination for these jurisdictions are the tax years ended January 31, 2019 through January 31, 2022. We believe our
income tax filing positions and deductions will be sustained through the audit, and we do not anticipate any adjustments that would result in
a material change to our financial position. Therefore, no liabilities for uncertain income tax positions have been recorded.

 Internal
Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period.
Such limitation of the net operating losses may have occurred but we have not analyzed it at this time as the deferred tax asset is fully
reserved. We have federal and state net operating loss carry-forwards that are available to offset future taxable income.

 F- 18

 NOTE
12 – 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 nine months ended October 31, 2023 and 2022. On September 29, 2023, Mr. Gross resigned from his position as President and
Chief Executive Officer of the Company. Patricia Madaris, VP Finance and Chief Financial Officer will serve as the Interim Chief Executive
Officer.

 Accrued
Wages and Vacation

the year ended January 31, 2024, the Company accrued $ 7,853 of wages and $ 7,630 of vacation to Ms. Madaris. On November 28, 2023, the
Company paid $ 41,688 of accrued wages and settled $ 40,000 of accrued wages and accrued vacation. As of January 31, 2024, and 2023, we
had a balance of accrued unpaid wages and vacation of $ 0 and $ 66,205 to Ms. Madaris, respectively.

 Advances

 Advances
from related parties during the years ended January 31, 2024 and 2023 are as follows:

 Schedule of Advances from Related Parties

 Year ended
 January 31, 2024

 Year ended
 January 31, 2023

 Prior period balance

 $
 5,000

 $
 –

 Cash advances

 1,363

 24,550

 Expenses paid on behalf of Company

 3,157

 18,096

 Non-cash repayments

 ( 1,363
)

 ( 18,650
)

 Repayments

 ( 8,157
)

 ( 18,996
)

 End of period balance

 $
 –

 $
 5,000

 Note
payable

 On
January 31, 2023, the Company entered into a promissory note with Brett Gross for $ 50,000 and received cash proceeds. During the year
ended January 31, 2024, the Company signed an addendum to the January 31, 2023 promissory note to increase the promissory note with Mr.
Gross to $ 86,579. The note bears interest at 10 % and matures on January 31, 2024. During the nine months ended October 31, 2023, the
Company received cash proceeds of $ 35,000, non-cash payment on the note of $ 9,751 and Mr. Gross paid $ 1,579 of expenses on the Company's
behalf.

 On
January 25, 2024, the Company entered into a promissory note with a Director for $ 250,000 and received cash proceeds. The note bears
interest at 10 % and matures on January 25, 2025.

 As
of January 31, 2024 and 2023, the note payable related party balance was $ 326,828 and $ 50,000, respectively.

 Class
A Shares

 On
September 19, 2023, the Company entered into an agreement to issue a total of 199,000 shares of its Class A shares to Mr. Gross. The
aggregate consideration paid for the Class A Shares was $ 9,781. The consideration was paid by offsetting the purchase price against the
Company's note payable of Mr. Gross. On September 29, 2023, Mr. Gross resigned from his position as President and Chief Executive
Officer of the Company. Due to the resignation, the Company exchanged 250,000 shares of Class A common stock owned by Mr. Gross into
 250,000 shares of common stock.

 On
September 19, 2023, the Company entered into an agreement to issue a total of 199,000 shares of its Class A shares to Chairman of the
Board, Pete O'Heeron for cash proceeds of $ 9,751.

 On
November 9, 2024, the Company entered into an agreement to issue a total of 250,000 shares of its Class A shares to Chairman of the Board,
Pete O'Heeron for cash proceeds of $ 8,162 and settlement of $ 1,363 in advances.

 F- 19

the year ended January 31, 2024, the Company issued 23,521,147 units to the Chairman of the Board for $ 970,000 in cash proceeds and $ 1,908
of equipment purchased. Each unit consists of 1 share of our common stock and warrant. The warrants have a relative fair value
of $ 288,072. Each warrant allows the holder to purchase one share of our common stock at a price ranging from $ 0.144 -$ 0.262 per share.
The warrants expire three years from the date of issuance. The Company valued the warrants using the Black-Scholes option-pricing model
with the following range of key assumptions: fair value stock price, $ 0.04 - $ 0.0637, Exercise price, $ 0.0419 -$ 0.0753, Term 3 years,
Volatility 164 % - 166 %, and Discount rate 4.23 % - 4.82 % and a dividend yield of 0 %.

the year ended January 31, 2023, the Company issued 85,204 units to the Chairman of the Board for $ 3,000 in cash proceeds. Each unit
consists of 1 share of our common stock and warrant. The warrants have a relative fair value of $ 7,173. Each warrant allows
the holder to purchase one share of our common stock at a price ranging from $ 0.144 -$ 0.150 per share. The warrants expire three years
from the date of issuance. The Company valued the warrants using the Black-Scholes option-pricing model with the following range of key
assumptions: fair value stock price, $ 0.117 - $ 0.126, Exercise price, $ 0.144 -$ 0.15, Term 3 years, Volatility 157 % - 162 %, and Discount
rate 3.90 % - 4.13 % and a dividend yield of 0 %.

 Other

 On
March 13, 2023, the Company granted 250,000 options to the CEO. The options expire ten years following issuance and have an exercise
price of $ 0.067. The options vested upon issuance and have a total fair value of $ 16,750. On the same day, the Company issued a note
agreement to the CEO totaling $ 16,750 and the CEO exercised the 250,000 options. The note bears interest of 3.15 % per annum, is due on
 March 15, 2028 and was recorded as a subscription receivable. As of January 31, 2024 and 2023, the subscription receivable
was $ 117,850 and $ 117,468, respectively.

 On
June 22, 2023, the Company granted 150,000 options to a member of the board of directors. The options expire ten years following issuance
and have an exercise price of $ 0.059. The options vest 50 % upon issuance and the remaining 50 % on July 1, 2024 and have a total fair
value of $ 8,850. The Company valued the options using the Black-Scholes option-pricing model with the following key assumptions: fair
value stock price, $ 0.0590, Exercise price, $ 0.0590, Term 10 years, Volatility 173 %, and Discount rate 3.9 % and a dividend yield of 0 %.

 On
August 14, 2023, the Company granted 75,000 options to a member of the board of directors. The options expire ten years following issuance
and have an exercise price of $ 0.0594. The options vest monthly over one year and have a total fair value of $ 4,935. The Company valued
the options using the Black-Scholes option-pricing model with the following key assumptions: fair value stock price, $ 0.0658, Exercise
price, $ 0.0597, Term 10 years, Volatility 172 %, and Discount rate 4.19 % and a dividend yield of 0 %.

 On
November 16, 2023, the Company granted 1,550,000 options to a member of the board of directors, an employee, and an officer. The options
expire ten years following issuance and have an exercise price of $ 0.04. The options vest upon issuance and have a total fair value of
$ 73,315. The Company valued the options using the Black-Scholes option-pricing model with the following key assumptions: fair value stock
price, $ 0.0473, Exercise price, $ 0.04, Term 10 years, Volatility 173 %, and Discount rate 4.45 % and a dividend yield of 0 %.

 On
January 23, 2024, the Company granted 600,000 options to members of the board of directors. The options expire ten years following issuance
and have an exercise price of $ 0.036. The options vest 25 % quarterly over one year and have a total fair value of $ 225,720. The Company
valued the options using the Black-Scholes option-pricing model with the following key assumptions: fair value stock price, $ 0.0376,
Exercise price, $ 0.036, Term 10 years, Volatility 178 %, and Discount rate 4.14 % and a dividend yield of 0 %.

 NOTE
13 – Commitments and Contingencies

 We
currently rent storage space for $ 105 per month in Tombstone, Arizona on a month-to-month basis.

 F- 20

 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 1 st through the following September 1 st 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, 2023 for the period from
September 1, 2023 through September 1, 2024 of $ 15,345 have been paid.

 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 an 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 12,878.18
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 $ 30,410.84.

 NOTE
14 – Subsequent events

 On
February 13, 2024, the Company entered into a promissory note with a related party in the aggregate principal amount of $ 210,000. The
note bears interest at 10 % matures on February 13, 2025.

 On
February 21, 2024, the Company received a notice to exercise 75,000 options on a cashless basis resulting in the issuance of 70,002 shares
of common stock.

 On
February 23, 2024, the Company entered into a promissory note with 1800 Diagonal Lending in the aggregate principal amount of $ 126,000
(the "February 2024 Note"). The note bears interest at 10 %, with an Original Issue Discount of $ 21,000 plus an additional
$ 5,000 to pay for transaction fees of the lender, matures on November 30, 2024.

 On
April 3, 2024, the Company entered into a promissory note with a related party in the aggregate principal amount of $ 75,000. The note
bears interest at 10 % matures on April 3, 2025.

 In May 2024, the Company received advances of
$ 67,000 from a related party.

 F- 21

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None

 ITEM
9A. CONTROLS AND PROCEDURES.

 Evaluation
of Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures designed to ensure that information required to be disclosed 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 rules and forms
of the SEC, and that such information is accumulated and communicated to management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management, including our principal executive
officer and principal financial officer, reviewed and evaluated the effectiveness of our disclosure controls and procedures as of January
31, 2023. Based upon such review and evaluation, our principal executive officer and principal financial officer concluded that our disclosure
controls and procedures were not effective as of the date of such evaluation due to the size and nature of the existing business operation.
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 procedure will not be implemented until they can be effectively executed and monitored.

 Management's
Annual Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rules 13a-15(f) and 15d-15(f). Management conducted an evaluation of the effectiveness of our internal control over financial
reporting based on the criteria established in Internal Control – Integrated Framework (2013 framework) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation
of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion of this evaluation. Based
on its evaluation, management has concluded that our internal control over financial reporting was not effective as of January 31, 2024
due to the size and nature of the existing business operation. 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 procedure will not be implemented until they can be effectively
executed and monitored.

 The
Company's internal control over financial reporting includes policies and procedures that (1) pertain to maintenance of records
that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the Company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management
and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company's assets that could have a material effect on the financial statements.

 Our
management, including the Board of Directors, our principal executive officer and principal financial officer, does not expect that our
disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system,
no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives
will be met. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses
in judgment and breakdowns resulting from human failures. In addition, the design of any system of controls is based in part on certain
assumptions about the likelihood of future events, and controls may become inadequate if conditions change. There can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions.

 Management
identified the following material weakness during its assessment of internal controls over financial reporting as of January 31, 2024.

 a)

 Lack
 of proper segregation of duties due specifically to the small size of the Company.

 The
Company's management is committed to improving the Company's internal controls and will: (1) continue to use third party
specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities; (2) increase the
frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are
sufficient personnel.

 Until
the organization can increase in size to warrant an increase in personnel, formal internal control procedure will not be implemented
until they can be effectively executed and monitored. As a result of the size of the current organization, there will not be significant
levels of supervision and review.

 This
annual report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to Section 40)
of the Sarbanes-Oxley Act that permit us to provide only management's report in this annual report.

 Changes
in Internal Control over Financial Reporting

 There
were no changes to the Company's internal controls over financial reporting during the fiscal quarter ended January 31, 2024.

 ITEM
9B. OTHER INFORMATION.

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

 All
directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and
qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation, or removal
from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

 Name

 Position(s)
 Held with the Company

 Age

 Date
 First Elected or Appointed

 Interim
 Chief Executive Officer, Chief Financial Officer, VP Finance

 May
 8, 2015

 Peter
 O'Heeron

 Chairman
 of the Board, Secretary and Treasurer

 September
 6, 2012

 Nicholas
 Hemmerly

 Director

 September
 26, 2022

 Saleem
 Elmasri

 Director

 August
 14, 2023

 Business
Experience

Madaris. Ms. Madaris has served Liberty Star since 2011 beginning as Executive Assistant to the President and Board of Directors.
In May 2015, she was elected by the Board of Directors to the position of Vice President, Finance and Accounting. On January 13, 2019,
Patricia was elected by the Board to serve in the additional office of Chief Financial Officer. Since the beginning of her tenure with
Liberty Star, Patricia has successfully engaged, negotiated, and closed financings; overseen the Company's financial reporting;
and projected and planned financially for ongoing operations including development. She has previously held the title of accounting/manager
for corporations in Arizona, Florida, and California. Ms. Madaris holds a Bachelor of Science in Accounting and received a Master Business
Administration (MBA) in 2017, both Summa Cum Laude from Indiana Wesleyan University.

 We
believe Ms. Madaris is proven to be qualified to serve as an Officer for our company in her many capacities because of her extensive
education and business experience as described above.

 Peter
O'Heeron. Mr. O'Heeron joined the board in 2012. As a seasoned leader he has over 25 years of medical technology and
biotech development experience. Mr. O'Heeron brings together the multi-disciplinary teams and resources necessary to commercialize
unique technologies. His expertise covers a broad range of disciplines, from business start-ups and biologics to medical devices and
patient-centered healthcare delivery. Mr. O'Heeron holds 150+ Patents Issued/Pending. Prior to founding FibroGenesis, LLC, Mr.
O'Heeron founded an operational investment group, Advanced Medical Technologies, LLC, which identified early-stage opportunities
in the medical field with strong intellectual property potential. Mr. O'Heeron's previous experience includes the founding
of NeoSurg Technologies to invent and develop a minimally invasive access system. As a result of his efforts, NeoSurg Technologies was
successful in launching the T2000 Minimally Invasive Access System and Mr. O'Heeron completed the sale of NeoSurg Technologies
to Cooper Surgical. Mr. O'Heeron was employed by Christus Health Care Corporation in a variety of executive-level positions and
corporate product development. Mr. O'Heeron has provided strategic advisory services to healthcare companies in the areas of biologics,
advanced surgical instrumentation, and telemedicine. Mr. O'Heeron completed Executive Management Certification in Mergers and Acquisition
from University of Chicago. He also holds a Masters in Healthcare Administration from the University of Houston Clear Lake and a Bachelor's
Degree in Healthcare Administration from Texas State University. Mr. O'Heeron was elected Chairman of the Board on December 7,
2018, and Secretary and Treasurer on January 11, 2019.

 We
believe Mr. O'Heeron is qualified to serve on our board of directors because of his knowledge of our company's history and
current operations, which he gained from working with our company as described above, in addition to his education and business experience
as described above. He also catalyzed a negotiation with Northern Dynasty which benefited the company by millions of dollars.

 Nicholas
H. Hemmerly. Appointed to the Board of Directors, September 2022. Nicholas H. Hemmerly is Co-Head of Investment Banking at Clear
Street. Prior to joining Clear Street Mr. Hemmerly was Head of Investment Banking at Bridgeway Capital Partners, LLC, a Merchant
Bank. Prior to PwC CF Mr. Hemmerly was Head of Life Sciences Investment banking at PricewaterhouseCoopers Corporate Finance LLC (PwC
CF). Prior to PwC CF, Mr. Hemmerly worked at Jefferies LLC with a focus on executing M&A and financing transactions within
the pharmaceutical and life sciences sectors. Prior experience includes investment banking roles in JPMorgan's Healthcare Group
as well as JMP Securities Healthcare Group. Mr. Hemmerly began his investment banking career as an analyst with Wachovia Securities.

 We
believe Mr. Hemmerly is qualified to serve on our board of directors because of his extensive business experience as described above.

 Saleem
Elmasri. Appointed to the Board of Directors, August 2023. Saleem Elmasri (CPA) is a seasoned business professional with over 15
years of experience in financial and management consulting. He began his career at PricewaterhouseCoopers and worked for several of the
firm's Fortune 500 clients. From PwC, he transitioned to lead advisory practices at boutique consulting firms, specializing in
transaction and complex accounting advisory. Saleem has helped his clients navigate transformational endeavors such as acquisitions,
divestitures, mergers, and restructurings. Focused primarily on the life sciences and technology sectors, Saleem has augmented leadership
teams in decision making roles to navigate transactions in the public markets, drive transformative business development efforts, including
acquisitions and divestitures, and various SEC or audit compliance matters. Saleem is an experienced investor focused on early-stage
companies addressing global scale challenges, having a large addressable market, and visionary founders. Beginning in 2016, Saleem has
served as the CEO advisor, CFO, or Board member at several early-stage companies and in 2020, launched Titan Advisory Services to provide
such services. In 2022, Saleem launched Titan Ventures, an eco-system driven venture capital firm, to allow colleagues and friends to
participate in early-stage and other private market investments. In 2023, Saleem launched Titan Strategic Partners to help clients navigate
project financing for ambitious infrastructure ventures.

 We
believe Mr. Elmasri is qualified to serve on our board of directors because of his extensive experience in business, as described above.

 Family
Relationships

 There
are no family relationships among our directors or officers.

 Board
and Committee Meetings

 The
board of directors of our company held 15 formal meetings during the fiscal year ended January 31, 2024.

 There
have been no material changes to the procedures by which our shareholders may recommend nominees to our board of directors during the
fiscal year ended January 31, 2024. Shareholders may contact our interim CEO, Patricia Madaris, to recommend nominees to our board of
directors.

 For
the fiscal year ended January 31, 2024 our only standing committee of the board of directors was our audit committee. We do not have
a nominating committee or a compensation committee.

 Audit
Committee

 Currently
our audit committee consists of our entire board of directors. We do not have a separately-designated standing audit committee established
in accordance with section 3(a)(58)(A) of the Exchange Act.

the fiscal year ended January 31, 2024, the audit committee did not hold any meetings. Rather, the business of the audit committee was
conducted by resolutions consented to in writing by all the members of the board and filed with the minutes of the proceedings of the
board.

 Audit
Committee Financial Expert

 Our
board of directors has determined that it does not have a member of its board of directors or audit committee that qualifies as an "audit
committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.

 We
believe that the members of our board of directors are collectively capable of analyzing and evaluating our consolidated financial statements
and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director
who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in
our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.

 Involvement
in Certain Legal Proceedings

 Our
directors and executive officers have not been involved in any of the following events during the past 10 years:

 1.

 any
 bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the
 time of the bankruptcy or within two years prior to that time;

 2.

 any
 conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
 offences);

 3.

 being
 subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities,
 or banking activities;

 4.

 being
 found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have
 violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 5.

 being
 the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently
 reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation;
 or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary
 or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order,
 or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business
 entity; or,

 6.

 being
 the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self- regulatory organization
 (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of
 the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over
 its members or persons associated with a member.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 9.99% of our
common stock, to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies
of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting
persons, we believe that during the fiscal year ended January 31, 2024, all filing requirements applicable to its officers, directors
and greater than 4.99% & 9.99% percent beneficial owners were complied with.

 Code
of Ethics

 Effective
March 15, 2004, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to all employees, including
our company's Chief Executive Officer, Chief Financial Officer, and VP Finance. As adopted, our Code of Business Conduct and Ethics
sets forth written standards that are designed to deter wrongdoing and to promote:

 1.

 honest
 and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
 relationships;

 2.

 full,
 fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other
 public communications made by us;

 3.

 compliance
 with applicable governmental laws, rules, and regulations;

 4.

 the
 prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified
 in the Code of Business Conduct and Ethics; and

 5.

 accountability
 for adherence to the Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics requires, among other things, that
 all of our company's Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain
 confidential information; and that they act with honesty and integrity.

 In
addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility
for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state
securities laws. Any senior officer that becomes aware of any incidents involving financial or accounting manipulation or other irregularities,
whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular
conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual
who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

 Our
Code of Business Conduct and Ethics was filed with the SEC on March 13, 2004 as Exhibit 14.1 to our annual report on Form 10-KSB for
the fiscal year ended December 31, 2003. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge,
upon request. Requests can be sent to: Liberty Star Uranium & Metals Corp., 2 E. Congress St. Ste. 900, Tucson, AZ 85701.

 ITEM
11. EXECUTIVE COMPENSATION

 Following
are the particulars of all compensation paid or accruing to our named executive officers for the last two fiscal years ended.

 2024
Summary Compensation Table

 Name
 and
 Principal
 Position

 Year
 Ended
 31,

 Salary ($)

 Bonus ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 Nonequity
 Incentive
 Plan
 Compensation
 ($)

 All Other Compensation ($)

 Total ($)

 Brett Gross, CEO (1)

 2024

 -

 -

 -

 16,750

 -

 -

 16,750

 2023

 -

 -

 -

 -

 -

 -

 -

 Patricia Madaris, Interim Chief Executive Officer, President, CFO (2)

 2024

 87,561

 5,000

 -

 47,300

 -

 41,688

 181,549

 2023

 82,561

 -

 -

 22,363

 -

 -

 104,924

 (1)

 Elected
 as President and Chief Executive Officer on December 7, 2018, and received no compensation for these services. On September 29, 2023,
 Mr. Gross resigned from his position as President and Chief Executive Officer of the Company

 (2)

 Appointed
 Interim Chief Executive Officer, President on September 29, 2023.

 (3)

 For
 YE January 31, 2024, $41,688 payment for salary accrued for services provided in prior years.

 (4)

 The value of perquisites and other personal benefits and property have been excluded because they total,
 in the aggregate, less than $10,000.

 Outstanding
Equity Awards at January 31, 2024

 The
following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of January
31, 2024.

 Option
 Awards

 Stock
 Awards

 Name

 of Securities Underlying Unexercised Options Exercisable

 of Securities Underlying Unexercised Options Unexercisable

 Equity
 Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

 Option
 Exercise Price

 Option
 Expiration
 Date

 of Shares or Units of Stock that Have Not Vested

 Market
 Value of Shares or Units of Stock that Have Not Vested

 Equity
 Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested

 Awards:
 Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested

 1,000,000

 -

.04

 11.16.2033

 -

 -

 -

 -

 COMPENSATION
PLANS

 As
of January 31, 2024, we had three compensation plans in place, entitled "2004 Stock Option Plan", "2007 Stock Option
Plan" and "2010 Stock Option Plan". These plans have been approved by our security holders. These plans have been given
retroactive effect of the 1-for-4 reverse stock split on September 1, 2009 and 1-for-500 reverse stock split on February 25, 2021.

 Long-Term
Incentive Plans

 There
are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except
that our directors and executive officers receive stock options at the discretion of our Board. We do not have any material bonus or
profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of our Board.

 Employment
Contracts

 We
have not entered into any written employment agreements or compensation arrangements with any of our named executive officers.

 Compensation
of Directors

 We
have no formal plan for compensating our directors for their service in their capacity as directors, although our directors may receive
stock options to purchase common stock as awarded by our board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director
undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued
any cash compensation for their services as a director, including committee participation and/or special assignments.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 We
have set forth in the following table certain information regarding our common stock beneficially owned on May 15, 2024 for (i) each
shareholder we know to be the beneficial owner of 5% or more of our outstanding common stock, (ii) each of our named executive officers
and directors, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a "beneficial owner"
of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct
the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right
to acquire beneficial ownership within 60 days. All percentages are calculated based upon a total number of 49,883,863 shares of common
stock and 500,000 Class A common stock issued and outstanding as of May 15, 2024, plus, in the case of the individual or entity for
which the calculation is made, that number of options or warrants owned by such individual or entity that are currently exercisable or
exercisable within 60 days.

 Name and Address of Beneficial Owner

 Title of Class

 and
 Nature
 of
 Beneficial
 Ownership

 Percentage
 of
 Class
 (1)

 Peter O'Heeron

 36,119,586
 (3)

 59.70
 %

 Peter O'Heeron

 Class A

 (8)

 %

 1,150,000
 (4)

 2.26
 %

 Nicholas Hemmerly

 320,000
 (2)

 *
 %

 Saleem Elmasri

 320,000
 (2)

 *
 %

 Directors and Executive Officers as a Group (4persons)

 37,589,586

 63.24
 %

 Directors and Executive Officers as a Group (1persons)

 Class A

 (8)

 %

 (1)

 Based
 on 49,883,863 shares of common stock and 500,000 of Class A common stock issued and outstanding as of May 15, 2024. Beneficial
 ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to
 securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information
 furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where
 applicable.

 (2)

 This
 amount includes incentive or non-qualified stock options that are currently exercisable or exercisable within 60 days.

 (3)

 This
 amount includes 10,353,586 common stock purchase warrants and 260,000 non-qualified stock options that are currently exercisable
 or exercisable within 60 days.

 (4)

 This
 amount includes 1,000,000 non-qualified stock options that are currently exercisable or exercisable within 60 days.

 (5)

 The
 holders of Class A Common Stock vote with the holders of Common Stock on matters submitted to the shareholders for a vote. But, the
 Class A Common Stock has super majority voting rights with the holder of each outstanding share of Class A Common Stock being entitled
 to 200 votes per share on all such matters, including, but not limited to, election of the Board of Directors. Accordingly, based
 on the combined ownership of both Common Stock and Class A Common Stock, Peter O'Heeron holds 72% of the voting power of the
 Company's authorized shares.

 *
 less than 1%

 Equity
Compensation Plan Information

 As
of January 31, 2024, we had three compensation plans in place, entitled "2004 Stock Option Plan", "2007 Stock Option
Plan" and "2010 Stock Option Plan". These plans have been approved by our security holders. These plans have been given
retroactive effect of the 1-for-4 reverse stock split on September 1, 2009 and 1-for-500 reverse stock split on February 25, 2021.

 Plan Category

 Number of Securities to be Issued
 Upon Exercise of Outstanding Options, and Rights (a)

 Weighted-
 Average
 Exercise Price of Outstanding Options,
 and
 Rights (b)

 of
 Securities
 Remaining
 Available
 for
 Future
 Issuance
 Under
 Equity Compensation
 Plans
 (Excluding Securities
 Reflected
 in
 Column
 (a) (c)

 Equity Compensation Plans Approved by Security Holders

 0.00

 6.51

 0.00

 Equity Compensation Plans Not Approved by Security Holders: One Off Grants

 0.00

 0.02

 N/A

 Total

 0.00

 N/A

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 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 nine months ended October 31, 2023 and 2022. On September 29, 2023, Mr. Gross resigned from his position as President and
Chief Executive Officer of the Company. Patricia Madaris, VP Finance and Chief Financial Officer will serve as the Interim Chief Executive
Officer.

 Accrued
Wages and Vacation

the year ended January 31, 2024, the Company accrued $7,853 of wages and $7,630 of vacation to Ms. Madaris. On November 28, 2023, the
Company paid $41,688 of accrued wages and settled $40,000 of accrued wages and accrued vacation. As of January 31, 2024, and 2023, we
had a balance of accrued unpaid wages and vacation of $0 and $66,205 to Ms. Madaris, respectively.

 Advances

 Advances
from related parties during the years ended January 31, 2024 and 2023 are as follows:

 Year ended
 January 31, 2024

 Year ended
 January 31, 2023

 Prior period balance

 $
 5,000

 $
 –

 Cash advances

 1,363

 24,550

 Expenses paid on behalf of Company

 3,157

 18,096

 Non-cash repayments

 (1,363
)

 (18,650
)

 Repayments

 (8,157
)

 (18,996
)

 End of period balance

 $
 –

 $
 5,000

 Note
payable

 On
January 31, 2023, the Company entered into a promissory note with Brett Gross for $50,000 and received cash proceeds. During the year
ended January 31, 2024, the Company signed an addendum to the January 31, 2023 promissory note to increase the promissory note with Mr.
Gross to $86,579. The note bears interest at 10% and matures on January 31, 2024. During the nine months ended October 31, 2023, the
Company received cash proceeds of $35,000, non-cash payment on the note of $9,751 and Mr. Gross paid $1,579 of expenses on the Company's
behalf.

 On
January 25, 2024, the Company entered into a promissory note a Director for $250,000 and received cash proceeds. The note bears interest
at 10% and matures on January 25, 2025.

 As
of January 31, 2024 and 2023, the note payable related party balance was $326,828 and $50,000, respectively.

 Class
A Shares

 On
September 19, 2023, the Company entered into an agreement to issue a total of 199,000 shares of its Class A shares to Mr. Gross. The
aggregate consideration paid for the Class A Shares was $9,781. The consideration was paid by offsetting the purchase price against the
Company's note payable of Mr. Gross. On September 29, 2023, Mr. Gross resigned from his position as President and Chief Executive
Officer of the Company. Due to the resignation, the Company exchanged 250,000 shares of Class A common stock owned by Mr. Gross into
250,000 shares of common stock.

 On
September 19, 2023, the Company entered into an agreement to issue a total of 199,000 shares of its Class A shares to Chairman of the
Board for cash proceeds of $9,751.

 On
November 9, 2024, the Company entered into an agreement to issue a total of 250,000 shares of its Class A shares to Chairman of the Board
for cash proceeds of $9,525.

the year ended January 31, 2024, the Company issued 23,521,147 units to the Chairman of the Board for $970,000 in cash proceeds and $1,908
of equipment purchased. Each unit consists of 1 share of our common stock and warrant. The warrants have a relative fair value
of $319,226. Each warrant allows the holder to purchase one share of our common stock at a price ranging from $0.144 -$0.262 per share.
The warrants expire three years from the date of issuance. The Company valued the warrants using the Black-Scholes option-pricing model
with the following range of key assumptions: fair value stock price, $0.04 - $0.0637, Exercise price, $0.0419 -$0.0753, Term 3 years,
Volatility 164% - 166%, and Discount rate 4.23% - 4.82% and a dividend yield of 0%.

the year ended January 31, 2023, the Company issued 85,204 units to the Chairman of the Board for $3,000 in cash proceeds. Each unit
consists of 1 share of our common stock and warrant. The warrants have a relative fair value of $7,173. Each warrant allows
the holder to purchase one share of our common stock at a price ranging from $0.144 -$0.150 per share. The warrants expire three years
from the date of issuance. The Company valued the warrants using the Black-Scholes option-pricing model with the following range of key
assumptions: fair value stock price, $0.117 - $0.126, Exercise price, $0.144 -$0.15, Term 3 years, Volatility 157% - 162%, and Discount
rate 3.90% - 4.13% and a dividend yield of 0%.

 Other

 On
March 13, 2023, the Company granted 250,000 options to the CEO. The options expire ten years following issuance and have an exercise
price of $0.067. The options vested upon issuance and have a total fair value of $16,750. On the same day, the Company issued a note
agreement to the CEO totaling $16,750 and the CEO exercised the 250,000 options. The note bears interest of 3.15% per annum, is due on
March 15, 2028 and was recorded as a subscription receivable. As of October 31, 2023 and January 31, 2023, the subscription receivable
was $117,850 and $117,468, respectively.

 On
June 22, 2023, the Company granted 150,000 options to a member of the board of directors. The options expire ten years following issuance
and have an exercise price of $0.059. The options vest 50% upon issuance and the remaining 50% on July 1, 2024 and have a total fair
value of $8,850. The Company valued the options using the Black-Scholes option-pricing model with the following key assumptions: fair
value stock price, $0.0590, Exercise price, $0.0590, Term 10 years, Volatility 173%, and Discount rate 3.9% and a dividend yield of 0%.

 On
August 14, 2023, the Company granted 75,000 options to a member of the board of directors. The options expire ten years following issuance
and have an exercise price of $0.0594. The options vest monthly over one year and have a total fair value of $4,935. The Company valued
the options using the Black-Scholes option-pricing model with the following key assumptions: fair value stock price, $0.0658, Exercise
price, $0.0597, Term 10 years, Volatility 172%, and Discount rate 4.19% and a dividend yield of 0%.

 On
November 16, 2023, the Company granted 1,550,000 options to a member of the board of directors, an employee, and an officer. The options
expire ten years following issuance and have an exercise price of $0.04. The options vest upon issuance and have a total fair value of
$73,315. The Company valued the options using the Black-Scholes option-pricing model with the following key assumptions: fair value stock
price, $0.0473, Exercise price, $0.04, Term 10 years, Volatility 173%, and Discount rate 4.45% and a dividend yield of 0%.

 On
January 23, 2024, the Company granted 600,000 options to a member of the board of directors. The options expire ten years following issuance
and have an exercise price of $0.036. The options vest 25% quarterly over one year and have a total fair value of $225,720. The Company
valued the options using the Black-Scholes option-pricing model with the following key assumptions: fair value stock price, $0.0376,
Exercise price, $0.036, Term 10 years, Volatility 178%, and Discount rate 4.14% and a dividend yield of 0%.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The
following table shows the fees that were billed for the audit and other services provided by Turner Stone & Company, LLP for the
fiscal years ended January 31, 2024 and 2023.

 Fiscal Year Ended

 2024

 2023

 Audit Fees

 $
 66,375

 $
 36,840

 Audit-Related Fees

 12,000

 -

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total

 $
 78,375

 $
 36,840

 Audit
Fees – This category includes the audit of our annual financial statements, review of financial statements included in our
quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection
with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as
a result of, the audit or the review of interim financial statements.

 Audit-Related
Fees – This category consists of assurance and related services by the independent registered public accounting firm that are
reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit
Fees." The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC,
other accounting consulting and other audit services.

 Tax
Fees – This category consists of professional services rendered by our independent registered public accounting firm for tax
compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

 All
Other Fees – This category consists of fees for other miscellaneous items.

 Pre-Approval
Policies and Procedures with respect to Services Performed by Independent Auditors

 The
board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors before the respective services were rendered.

 The
board of directors has considered the nature and amount of fees billed by Turner Stone & Company, L.L.P. and believes that the provision
of services for activities unrelated to the audit is compatible with maintaining Turner Stone & Company, L.L.P.'s independence.

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 Exhibit

 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).

 3.6

 Certificate of Change pursuant to NRS 78.209 dated February 25.2021 (incorporated by reference to exhibit 10.1 and filed with the SEC on February 25, 2021).

 3.7

 Certificate of Amendment to increase authorized shares dated October 6, 2021 (incorporated by reference to Exhibit 3.24 and filed with the SEC on October 6, 2021).

 3.8

 Certificate of Amendment to increase authorized Common & Class A Common shares dated October 28, 2022 (incorporated by reference to Exhibit 3.25 and filed with the SEC on October 28, 2022).

 3.9

 Certificate of Amendment to increase Class A Common shares dated February 6, 2023 (incorporated by reference to Exhibit 3.41 and filed with the SEC on February 6, 2023).

 10.1

 Convertible Promissory Note issued to Power Up Lending Group Ltd. dated October 20, 2020 (incorporated by reference to Exhibit 3.11 to our current report on Form 8-K, filed with the SEC on October 27, 2020).

 10.2

 Convertible Promissory Note issued to Redstart Holdings Corp. dated April 23, 2021 (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 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).

 10.5

 Convertible Promissory Note issued to Sixth Street Lending, LLC, dated November 15, 2021 (incorporated by reference to Exhibit 3.27 to our current report on Form 8-K, filed with the SEC on November 23, 2021).

 10.6

 Convertible Promissory Note issued to Sixth Street Lending, LLC, dated December 21, 2021 (incorporated by reference to Exhibit 3.29 to our current report on Form 8-K, filed with the SEC on December 29, 2021).

 10.7

 Convertible Promissory Note issued to Sixth Street Lending LLC dated February 7, 2022 (incorporated by reference to Exhibit 3.31 to our current report on form 8-K, filed with the SEC on February 14, 2022).

 10.8

 Convertible Promissory Note issued to Sixth Street Lending LLC dated April 25, 2022 (incorporated by reference to Exhibit 3.33 to our current report on form 8-K, filed with the SEC on April 2, 2022).

 10.9

 Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated July 14, 2022 (incorporated by reference to Exhibit 3.33 to our current report on form 8-K, filed with the SEC on July 22, 2022).

 10.10

 Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated September 28, 2022 (incorporated by reference to Exhibit 3.34 to our current report on form 8-K, filed with the SEC on October 6, 2022).

 10.11

 Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated November 23, 2022 (incorporated by reference to Exhibit 3.35 to our current report on form 8-K, filed with the SEC on December 9, 2022).

 10.12

 Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated February 2, 2023 (incorporated by reference to Exhibit 3.36 to our current report on form 8-K, filed with the SEC on February 7, 2023).

 10.13

 Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated March 24, 2023, (incorporated by reference to Exhibit 3.37 to our current report on form 8-K, filed with the SEC on March 29, 2023).

 10.14

 Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated January 12, 2024, (incorporated by reference to Exhibit 3.44 to our current report on form 8-K, filed with the SEC on January 19, 2024).

 10.15

 Promissory Note defaulting to conversion issued to 1800 Diagonal Lending LLC dated February 23, 2024, (incorporated by reference to Exhibit 3.46 to our current report on form 8-K, filed with the SEC on February 28, 2024).

 14.1

 Code of Ethics (incorporated by reference to Exhibit 14.1, filed with the SEC on March 13, 2004).

 21.1*

 Subsidiaries.

 31.1*

 Section
 302 Certification under Sarbanes-Oxley Act of 2002 of Patricia Madaris

 32.1*

 Section 906 Certification under Sarbanes-Oxley Act of 2002 of Patricia Madaris

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover
 Page Interactive Data File

 *
Filed herewith.

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

 STAR URANIUM & METALS CORP.

 Dated:
 May 15, 2024

 By:

 /s/

 Interim
 Chief Executive Officer

 (Principal
 Executive Officer)

 Dated:
 May 15, 2024

 By:

 /s/

 Chief
 Financial Officer

 (Principal
 Financial Officer and Principal Accounting Officer)

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brett Gross as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact
and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 Interim
 Chief Executive Officer

 May

 (Principal
 Executive Officer)

 /s/

 Chief
 Financial Officer

 May

 (principal
 financial officer and principal accounting officer)

 /s/
 Peter O'Heeron

 Chairman
 of the Board, Secretary & Treasurer

 May

 Peter
 O'Heeron

 /s/
 Nicholas Hemmerly

 Director

 May

 Boyd
 Gordon

 /s/
 Saleem Elmasri

 Director

 May

 Saleem
 Elmasri