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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~October~~April 3130, ~~2025~~2026

☐ 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

LIBERTY STAR URANIUM & METALS CORP.

(Exact name of registrant as specified in its charter)

Nevada

90-0175540

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

2 East Congress Street Ste. 900, Tucson, Arizona		85701
(Address of principal executive offices)		(Zip code)

520-425-1433

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate 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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “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. ☐

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

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 88111,~~372~~739,~~792~~164 common shares as of ~~December~~June 1210, ~~2025~~2026.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1916
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2622
Item 4.	Controls and Procedures	2622
	PART II
Item 1.	Legal Proceedings	2623
Item 1A.	Risk Factors	2723
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2723
Item 3.	Defaults Upon Senior Securities	2923
Item 4.	Mine Safety Disclosures	2923
Item 5.	Other Information	2923
Item 6.	Exhibits	2924
	Signatures	3125

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report 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 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.

Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Report, including under “Risk Factors”, and in other reports the Company files with the Securities and Exchange Commission (“SEC” or the “Commission”), including the Company’s Annual Report on Form 10-K for the year ended January 31, ~~2025~~2026 (under the heading “Risk Factors” and in other parts of that report), which factors include:

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

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

	●	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.

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

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

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

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

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

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

Our consolidated financial statements are stated in United States Dollars (“US$”) and are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. The following discussion should be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this quarterly report. As used in this quarterly report, 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 and American Strategic Minerals, LLC, unless otherwise indicated. All dollar amounts refer to U.S. dollars unless otherwise indicated.

PART I – FINANCIAL INFORMATION

Liberty Star Uranium & Metals Corp.

Consolidated Balance Sheets

(Unaudited)

	October 31,			January 31,
	April 30,			January 31,
	2025			2025
	2026			2026
Assets
Current assets:
Cash and cash equivalents	$	~~436~~65,~~521~~191		$	20276,~~962~~959
Prepaid expenses and other current assets		3652,~~110~~556			1731,~~818~~205
Total current assets		~~472~~117,~~631~~747			38308,~~780~~164
Noncurrent assets:
Property and equipment, net		63,~~322~~088			114,~~175~~705
Total noncurrent assets		63,~~322~~088			114,~~175~~705
Total assets	$	~~478~~120,~~953~~835		$	49312,~~955~~869
Liabilities and Stockholders’ Deficit
Current:
Accounts payable and accrued liabilities	$	~~157~~155,~~449~~299		$	~~229~~165,~~032~~216
Accrued expenses, related party		89,~~566~~246			~~938~~9,246
Advances		-			9,000
Notes payable		24,750			-
Advances, related party		152,808			205,000
Convertible promissory note, net of unamortized debt discount of $70,580 and $60,863		307,316			502,887
Advances		152,808			205,000
Derivative liability		123,501			52,975
Notes payable		8,522			-
Total current liabilities		620,112			730,324
Notes payable to related party		-			721,598
Notes payable		-			721,598
Convertible promissory note, net of unamortized debt discount of $130,785 and $0		511,415			214,606
Derivative liability		920,323			311,338
Total current liabilities		1,759,083			1,691,512
Long-term:
Long-term debt - SBA, net of current portion		32,400			32,400
Total long-term liabilities		32,400			32,400
Total liabilities		1652,~~791,483~~512			1762,~~723,912~~724
Commitments and Contingencies		-			-
Stockholders’ deficit:
Class A common stock - $.00001 par value; 500,000 authorized; 500,000 shares issued and outstanding		5			5
Class A common stock - $0.00001 par value; 500,000 authorized; 500,000 shares issued and outstanding		5			5
Common stock - $.00001 par value; 149,500,000 authorized; 81,075,684 and 53,332,498 shares issued and outstanding, respectively		810			533
Common stock - $0.00001 par value; 299,500,000 authorized; 105,826,144 and 92,263,189 shares issued and outstanding, respectively		1,058			924
Additional paid-in capital		5960,~~263~~288,~~535~~172			5760,~~787~~255,~~901~~133
Subscription receivable		(101,100	)		(101,100	)
Accumulated deficit		(60,~~475~~719,~~780~~812	)		(5960,~~361~~604,~~296~~817	)
Total stockholders’ deficit		(1531,~~312,530~~677	)		(1449,~~673,957~~855	)
Total liabilities and stockholders’ deficit	$	~~478~~120,~~953~~835		$	49312,~~955~~869

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

Liberty Star Uranium & Metals Corp.

Consolidated Statements of Operations

(Unaudited)

	2025			2024			2025			2024
	2026			2025
	For the three months ended						~~For the nine months ended~~
	October 31,						October 31,
	April 30,
	2025			2024			2025			2024
	2026			2025
Revenues	$	-		$	-		$	-		$	-
Expenses:
Geological and geophysical costs		3671,~~669~~328			4220,~~300~~911			~~103,474~~			~~409,987~~
Salaries and benefits		4445,~~923~~329			5660,~~806~~197			~~162,314~~			~~176,805~~
Professional services		4643,~~602~~583			4645,~~691~~371			~~153,212~~			~~189,092~~
General and administrative		~~333~~49,~~595~~229			~~133~~64,~~693~~569			~~431,691~~			~~441,751~~
Net operating expenses		~~461~~209,~~789~~469			~~279~~191,~~490~~048			~~850,691~~			~~1,217,635~~
Loss from operations		(~~461~~209,~~789~~469	)		(~~279~~191,~~490~~048	)		~~(850,691~~	)		~~(1,217,635~~	)
Other income (expense):
Interest expense		(84335,~~382~~778	)		(8349,~~932~~162	)		~~(187,449~~	)		~~(180,785~~	)
Other income		~~957~~796			956			~~2,870~~			~~2,882~~
Loss on settlement of liabilities		-			-(143,373	)		~~(230,726~~	)		-
Gain (loss) on change in fair value of derivative liability		(14,426	)		1,289,458			151,512			3,783,056
Gain on change in fair value of derivative liability		429,456			46,495
Total other income (expense)		~~(97~~94,~~851~~474	)		1(145,~~206,482~~084	)		~~(263,793~~	)		~~3,605,153~~
Net income (loss)	$	(559,640	)	$	926,992		$	(1,114,484	)	$	2,387,518
Net loss	$	(114,995	)	$	(336,132	)
Net income (loss) per share of common stock - basic	$	(0.01	)	$	0.02		$	(0.02	)	$	0.05
Net loss per share of common stock - basic	$	(0.00	)	$	(0.01	)
Net income (loss) per share of common stock - diluted	$	(0.01	)	$	0.02		$	(0.02	)	$	0.04
Net loss per share of common stock - diluted	$	(0.00	)	$	(0.01	)
Weighted average shares outstanding - basic		7495,~~044~~172,~~496~~264			5056,~~794~~779,~~090~~658			~~65,855,120~~			~~50,193,594~~
Weighted average shares outstanding - diluted		7495,~~044~~172,~~496~~264			5456,~~057~~779,~~583~~658			~~65,855,120~~			~~53,457,087~~

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

Liberty Star Uranium & Metals Corp.

Consolidated Statements of Changes in Stockholders’ Deficit

For the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026 and ~~2024~~2025

(Unaudited)

	Shares		Amount		Shares		Amount		Receivable			Capital			Deficit			Deficit
	Class A Common stock				Common stock				Subscription			Additional paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Receivable			Capital			Deficit			Deficit
Balance, January 31, 2026		500,000	$	5		92,263,189	$	924	$	(101,100	)	$	60,255,133		$	(60,604,817	)	$	(449,855	)
Shares issued for conversion of notes		-		-		13,479,622		134		-			270,742			-			270,876
Stock based compensation		-		-		83,333		-		-			10,730			-			10,730
Resolution of derivative liabilities due to debt conversions		-		-		-		-		-			131,503			-			131,503
Reclass of APIC to derivative liabilities for tainted warrants		-		-		-		-		-			(379,936	)		-			(379,936	)
Net loss for the three months ended April 30, 2026		-		-		-		-		-			-			(114,995	)		(114,995	)
Balance, April 30, 2026		500,000	$	5		105,826,144	$	1,058	$	(101,100	)	$	60,288,172		$	(60,719,812	)	$	(531,677	)
Balance, January 31, 2025		500,000	$	5		53,332,498	$	533	$	(101,100	)	$	57,787,901		$	(59,361,296	)	$	(1,673,957	)
Issuance of common stock and warrants in private placement, net		-		-		3,626,691		36		-			469,739			-			469,775
Shares issued for cash, net		-		-		1,369,961		14		-			91,826			-			91,840
Shares issued for conversion of notes		-		-		436,904		4		-			24,636			-			24,640
Stock based compensation		-		-		250,000		3		-			33,345			-			33,348
Net loss for the three months ended April 30, 2025		-		-		-		-		-			-			(336,132	)		(336,132	)
Balance, April 30, 2025		500,000		5		59,016,054		590		(101,100	)		58,407,447			(59,697,428	)		(1,390,486	)
Net income (loss)		-		-		-		-		-			-			(336,132	)		(336,132	)
Issuance of common stock and warrants in private placement, net		-		-		3,345,571		33		-			342,089			-			342,122
Balance, April 30, 2025		500,000	$	5		59,016,054	$	590	$	(101,100	)	$	58,407,447		$	(59,697,428	)	$	(1,390,486	)
Shares issued for cash, net		-		-		5,576,756		56		-			326,204			-			326,260
Shares issued for conversion of notes		-		-		2,410,068		24		-			131,856			-			131,880
Stock based compensation		-		-		-		-		-			5,716			-			5,716
Net loss for the three months ended July 31, 2025		-		-		-		-		-			-			(218,712	)		(218,712	)
Balance, July 31, 2025		500,000		5		70,348,449		703		(101,100	)		59,213,312			(59,916,140	)		(803,220	)
Shares issued for cash, net		-		-		8,397,432		84		-			338,894			-			338,978
Shares issued for conversion of notes		-		-		2,329,803		23		-			86,077			-			86,100
Stock based compensation		-		-		-		-		-			296,412			-			296,412
Resolution of derivative liabilities due to debt conversions		-		-		-		-		-			45,248			-			45,248
Reclass of APIC to derivative liabilities for tainted warrants		-		-		-		-		-			(716,408	)		-			(716,408	)
Net loss for the three months ended October 31, 2025		-		-		-		-		-			-			(559,640	)		(559,640	)
Balance, October 31, 2025		500,000	$	5		81,075,684	$	810	$	(101,100	)	$	59,263,535		$	(60,475,780	)	$	(1,312,530	)
Balance, January 31, 2024		500,000	$	5		49,813,861	$	498	$	(117,850	)	$	58,538,033		$	(61,483,485	)	$	(3,062,799	)
Cashless exercise of options		-		-		70,002		1		-			(1	)		-			-
Settlement of subscription receivable		-		-		-		-		16,750			-			-			16,750
Stock based compensation		-		-		-		-		-			77,626			-			77,626
Net income for the three months ended April 30, 2024		-		-		-		-		-			-			311,381			311,381
Balance, April 30, 2024		500,000		5		49,883,863		499		(101,100	)		58,615,658			(61,172,104	)		(2,657,042	)
Shares issued for conversion of notes		-		-		185,381		2		-			34,998			-			35,000
Stock based compensation		-		-		-		-		-			173,569			-			173,569
Resolution of derivative liabilities due to debt conversions		-		-		-		-		-			17,739			-			17,739
Reclass of APIC to derivative liabilities for tainted warrants		-		-		-		-		-			(3,331,913	)		-			(3,331,913	)
Net income for the three months ended July 31, 2024		-		-		-		-		-			-			1,149,145			1,149,145
Balance, July 31, 2024		500,000		5		50,069,244		501		(101,100	)		55,510,051			(60,022,959	)		(4,613,502	)
Balance		500,000		5		50,069,244		501		(101,100	)		55,510,051			(60,022,959	)		(4,613,502	)
Shares issued for cash, net		-		-		79,976		1		-			6,413			-			6,414
Shares issued for deferred financing costs		-		-		100,000		1		-			19,999			-			20,000
Shares issued for conversion of notes		-		-		682,008		7		-			79,393			-			79,400
Stock based compensation		-		-		225,000		2		-			106,133			-			106,135
Resolution of derivative liabilities due to debt conversions		-		-		-		-		-			34,737			-			34,737
Reclass of APIC to derivative liabilities for tainted warrants		-		-		-		-		-			1,473,714			-			1,473,714
Net income for the three months ended October 31, 2024		-		-		-		-		-			-			926,992			926,992
Net income (loss)		-		-		-		-		-			-			926,992			926,992
Balance, October 31, 2024		500,000	$	5		51,156,228	$	512	$	(101,100	)	$	57,230,440		$	(59,095,967	)	$	(1,966,110	)
Balance		500,000	$	5		51,156,228	$	512	$	(101,100	)	$	57,230,440		$	(59,095,967	)	$	(1,966,110	)

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

Liberty Star Uranium & Metals Corp.

Consolidated Statements of Cash Flows

(Unaudited)

	2025			2024
	For the three months ended
	For the nine months ended
	April 30,
	October 31,
	2026			2025
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	(1,114,484	)	$	2,387,518
Net loss	$	(114,995	)	$	(336,132	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		41,~~853~~617			41,~~852~~618
Stock based compensation		~~335~~10,~~476~~730			~~357~~33,~~330~~348
Amortization of debt discounts		~~117~~265,~~516~~532			~~112~~25,~~835~~049
Gain on change in fair value of derivative liabilities		(~~151~~429,~~512~~456	)		(346,~~783,056~~495	)
Loss on settlement of liabilities		~~230,726~~-			-143,373
Changes in assets and liabilities:
Prepaid expenses		6,458			17,438
Prepaid expenses and other current assets		3,399			(1,878	)
Accounts payable and accrued expenses		2628,~~282~~905			7718,~~339~~171
Accrued expenses to related party		~~7,628~~-			83,~~117~~746
Cash flows used in operating activities:		(~~537~~234,~~057~~268	)		(~~817~~159,~~627~~200	)
Cash flows from financing activities:
Proceeds from advances, related party		~~75,000~~-			~~210~~75,000
Repayments of advances, related party		(127,192	)		(25,000	)
Repayments of advances		-			(1,000	)
Repayments of advances		(9,000	)		-
Repayments of notes payable, related party		-			(10,000	)
Repayments of notes payable		(16,228	)		(16,228	)
Proceeds from convertible promissory notes		160,000			125,000
Proceeds from notes payable, related party		-			467,000
Repayments of convertible promissory notes		(137,500	)		(123,860	)
Repayments of notes payable, related party		(273,175	)		(40,000	)
Proceeds from the issuance of common stock for cash, net		-			91,840
Proceeds from convertible promissory notes		602,950			286,000
Proceeds from the issuance of common stock and warrants in a private placement		-			49,142
Repayments of convertible promissory notes		(123,860	)		(115,500	)
Net cash provided by financing activities		22,500			206,122
Proceeds from the issuance of common stock for cash, net		757,078			6,414
Increase (decrease) in cash and cash equivalents		(211,768	)		46,922
Proceeds from the issuance of common stock and warrants in a private placement		67,043			-
Cash and cash equivalents, beginning of period		276,959			20,962
Net cash provided by financing activities		952,616			772,686
Cash and cash equivalents, end of period	$	65,191		$	67,884
Increase (decrease) in cash and cash equivalents		415,559			(44,941	)
Cash and cash equivalents, beginning of period		20,962			72,099
Cash and cash equivalents, end of period	$	436,521		$	27,158
Supplemental disclosure of cash flow information:
Income tax paid	$	-		$	-
Interest paid	$	4741,~~228~~250		$	~~948~~960
Supplemental disclosure of non-cash items:
Shares issued for conversion of debt and interest	$	~~242~~270,~~620~~876		$	~~114~~24,~~400~~640
Prepaid insurance financed with note payable	$	24,750		$	24,750
Settlement of subscription and interest receivable	$	-		$	17,230
Issuance of common stock and warrants in private placement for settlement of liabilities	$	-		$	277,260
Issuance of common stock and warrants in private placement for settlement of liabilities	$	514,128		$	-
Resolution of derivative liabilities due to debt conversions	$	131,503		$	-
Resolution of derivative liabilities due to debt conversions	$	45,248		$	52,476
Debt discounts due to derivative liabilities	$	251,549		$	-
Debt discounts due to derivative liabilities	$	89,337		$	67,352
Reclass of APIC to derivative liabilities for tainted warrants	$	379,936		$	-
Reclass of APIC to derivative liabilities for tainted warrants	$	716,408		$	1,858,199
Shares issued for deferred financing costs	$	-		$	20,000

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

LIBERTY STAR URANIUM & METALS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – Basis of Presentation

The consolidated financial statements included herein have been prepared by Liberty Star Uranium & Metals Corp. (the “Company”) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with our annual report on Form 10-K for the year ended January 31, ~~2025~~2026 as filed with the SEC on ~~May 1,~~April ~~2025~~27, 2026. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting ~~principles~~ principles generally accepted in the United States of America (“US GAAP”) have been omitted, as permitted by the SEC, although we believe the disclosures which are made are adequate to make the information presented not misleading. The consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at ~~October~~April 3130, ~~2025,~~ 2026, and the results of our operations and cash flows for the periods presented.

Interim results are subject to significant seasonal variations and the results of operations for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2025~~ 2026, and are not necessarily indicative of the results to be expected for the full year.

NOTE 2 – Going Concern

The Company has a history of and expects to continue to report stockholders’ deficit, negative cash flows from operations and loss from operations. Additional funds are required 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 financing, debt financing or joint venture agreements. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 3 – Summary of Significant Accounting Policies

Fair Value

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It 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. ASC 820 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: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services.

Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

			Fair value measurements at reporting date using:
Description	Fair Value		Quoted prices in active markets for identical liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Warrant and convertible note derivative liabilities at October 31, 2025	$	920,323		–		–	$	920,323
Warrant and convertible note derivative liabilities at April 30, 2026	$	123,501		–		–	$	123,501
Warrant and convertible note derivative liabilities at January 31, 2025	$	311,338		–		–	$	311,338
Warrant and convertible note derivative liabilities at January 31, 2026	$	52,975		–		–	$	52,975

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

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.

During the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026, the impact of 79,~~756~~975,~~103~~288 stock options and 416,~~969~~074,~~032~~000 warrants and 13,~~396~~210,~~491~~353 shares issuable from convertible notes were excluded from the calculation as their impact would be anti-dilutive. During the ~~nine~~three ~~months~~ ended April ~~October 31~~30, ~~2024~~2025, the impact of 1840,~~301,998~~788 of stock options and 13,~~961~~693,~~495~~498 of warrants and 0 shares issuable from convertible notes, respectively, were ~~considered~~excluded ~~for~~from the calculation as their ~~dilutive~~impact ~~effects~~would be anti-dilutive.

Below is a reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share computation:

Schedule of Reconciliation of Weighted Average Shares Outstanding

	2025			2024			2025			2024
	For the Three Months Ended						For the Nine Months Ended
	October 31,						October 31,
	2025			2024			2025			2024
Basic income (loss) per common share
Net income (loss) available to common shareholders	$	(559,640	)	$	926,992		$	(1,114,484	)	$	2,387,518
Derivative (gain) loss associated with convertible debt		-			(14,876	)		-			(14,876	)
Interest expense associated with convertible debt		11,963			5,142			34,158			16,415
Net income (loss) for dilutive calculation	$	(547,677	)	$	917,258		$	(1,080,326	)	$	2,389,057
Weighted average common shares outstanding		74,044,496			50,794,090			65,855,120			50,193,594
Dilutive effect of convertible debt		-			-			-			-
Dilutive effect of common stock warrants		-			1,961,495			-			1,961,495
Dilutive effect of common stock options		-			1,301,998			-			1,301,998
Weighted average shares outstanding for diluted net income (loss) per share		74,044,496			54,057,583			65,855,120			53,457,087

NOTE 4 – Related Party Transactions

Accrued Expenses

As of ~~October~~April 3130, ~~2025~~2026 and January 31, ~~2025~~2026, the Company had a balance of accrued unpaid vacation days of $89,~~566~~246 ~~and $938, respectively,~~ to Patricia Madaris, Interim CEO, VP Finance & CFO.

~~Advances~~Subscription Receivable

On ~~April~~September 2829, ~~2025~~2022, the Company ~~received~~granted 674,000 options to purchase shares of common stock to employees. The options expire ten years following issuance and have an ~~advance~~exercise price of $750.15. The options vested upon issuance and have a total fair value of $104,~~000~~226. ~~from~~On the ~~Pete~~same ~~O’Heeron~~day, ~~Chairman~~the ofCompany issued note agreements to the ~~Board.~~employees ~~The~~totaling ~~advance~~$101,100 isand ~~unsecured~~the employees exercised the 674,000 options. ~~non-~~The notes bear interest ~~bearing~~of ~~and~~3.15% isper ~~payable~~annum, are due on ~~demand~~September 30, 2027, and were recorded as a subscription receivable. As of April 30, 2026 and January 31, 2026, the subscription receivable was $101,100.

As of October 31, 2025 and January 31, 2025, the balance of Advances from related parties was $152,808 and $205,000, respectively.

Advances from related parties as of October 31, 2025 and January 31, 2025 are as follows:

Schedule of Advances from Related Parties

	October 31, 2025			January 31, 2025
Prior period balance	$	205,000		$	–
Cash advances		75,000			354,693
Repayments		(127,192	)		(25,000	)
Conversion into a private placement		–			(124,693	)
End of period balance	$	152,808		$	205,000

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. On February 12, 2024, the Company signed an addendum to the January 31, 2023 promissory note to net the $16,750 recourse loan with Mr. Gross and accrued interest of $480 with the promissory note. As of October 31, 2025 and January 31, 2025, the note payable related party balance $0 and $4,598, respectively.

On January 25, 2024, the Company entered into a promissory note with Mr. O’Heeron, for $250,000 and received cash proceeds. The note bears interest at 10% and matures on January 25, 2025. On February 26, 2025, the Company issued Mr. O’Heeron, 3,080,670 units for the conversion of his $250,000 promissory note and accrued interest of $27,260. Each unit consists of one share of common stock and ½ warrant. Each warrant allows the holder to purchase one share of common stock at a price of $0.09 per share. The warrants expire three years from the date of issuance. As a result of the conversion, the Company recognized a loss on settlement of liabilities of $143,373.

On February 13, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal amount of $210,000. The note bears interest at 10% matures on February 13, 2025. On May 27, 2025, the Company entered into a Private Placement Subscription Agreement to issue a total of 3,190,718 units to Mr. O’Heeron, for the conversion of a promissory note with a principal balance of $210,000 and accrued interest of $26,868. Each unit consist of one share of common stock, and a non-transferable half warrant for common stock which may be exercised for 36 months following the closing date at an exercise price equal to the offering price. The warrants expire three years from the date of issuance. As a result of the conversion, the Company recognized a loss on settlement of liabilities of $87,353.

On April 3, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal amount of $75,000. The note bears interest at 10% matures on April 3, 2025. The note is currently past due.

On May 1, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal amount of $45,000. The note bears interest at 10% matures on May 1, 2025. The note is currently past due.

On May 20, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal amount of $67,000. The note bears interest at 10% matures on May 20, 2025. The note is currently past due.

On July 5, 2024, the Company entered into a promissory note with Mr. O’Heeron, in the aggregate principal amount of $70,000. The note bears interest at 10% matures on July 5, 2025. The note is currently past due.

During the nine months ended October 31, 2025, the Company repaid Mr. O’Heeron $257,000 of principal and $37,551 of interest on promissory notes As of October 31, 2025, and January 31, 2025, the note payable related party balance was $0 and $721,598, respectively.

Private Placement

During the nine months October 31, 2025, the Company issued 700,874 units to an officer and members of the Board of Directors for $67,043 in cash proceeds. Each unit consists of one share of common stock and ½ warrant. The warrants have a relative fair value of $18,883. Each warrant allows the holder to purchase one share of common stock at a price range from $0.09 to $0.116 per share. The warrants expire three years from the date of issuance.

Options

On August 20, 2025, the Company issued 4,040,329 options to an officer, employees and members of the board of directors. The options vest upon issuance, expire ten years following issuance and have an exercise price of $0.07.

The options vest upon issuance and have a total fair value of $295,384. The Company valued the options using the Black-Scholes model with the following key assumptions: fair value stock price, $0.073, Exercise price, $0.07, Term 10 years, Volatility 178%, and Discount rate 4.02% and a dividend yield of 0%.

NOTE 5 – Stockholders’ deficit

Common Stock

The Company’s common stock and Class A common stock are voting and entitle stockholders to receive dividends to the extent declared by the Board of Directors. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets.

On July 3, 2024, the Board of Directors amended the articles of incorporation to increase the Company’s common stock by 75,000,000 shares.

Private Placements

During the nine months ended October 31, 2025, the Company issued 700,874 units to an officer and members of the Board of Directors for $67,043 in cash proceeds and 6,271,388 units to Mr. O’Heeron, for the conversion of his $250,000 and $210,000 promissory notes and accrued interest of $54,128. Each unit consists of 1 share of common stock and ½ warrant. As a result of the conversion, the Company recognized a loss on settlement of liabilities of $230,726. See Note 4 – Related Party Transactions.

Common Stock for Services

On ~~February~~April 422, ~~2025~~2026, the Company entered into a stock compensation and subscription agreement with ana ~~investor~~consultant ~~relations firm~~ that includes the issuance of 1,000,000 shares of ~~restricted~~ common stock that vest 1/12th each month during a one-year vesting period. The shares of ~~restricted~~ common stock will be subject to a six-month hold period from the date of issuance. During the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026, the Company issued ~~250~~83,~~000~~ 333 shares related to this agreement with a fair value of $292,~~000~~091.

Equity Financing

On September 25, 2024, the Company entered into an investment agreement (the “Investment Agreement”) and registration agreement with GHS Investments, LLC (the “Investor”), whereby the Investor agreed to invest up to $10,000,000 to purchase shares of the Company’s common stock over a 24-month-term that commenced on September 25, 2024. Subject to the terms and conditions of the Investment Agreement and Registration Agreement, the Company may, in its sole discretion, deliver a put notice to the Investor which states the dollar amount which the Company intends to sell to the Investor on a certain date. The amount that the Company shall be entitled to sell to Investor shall be equal to 200% of the average daily volume (U.S. market only) of the common stock for the 10 trading days prior to the applicable notice date so long as such amount does not exceed a calculated dollar amount per every 10 days of $500,000. The minimum amount shall be equal to $10,000. As consideration for entering into the purchase agreement, the Company issued 100,000 shares of common stock to the Investor as a commitment fee. The shares were valued at approximately $20,000 and were recorded as deferred offering costs on the balance sheet. The deferred charges will be charged against paid-in capital upon future proceeds from the sale of common stock under this agreement. As of January 31, 2025, deferred financing costs totaled $0. During the nine months ended October 31, 2025, the Investor purchased 15,344,149 restricted shares of the Company’s common stock for net proceeds of $757,077, after deducting the legal fees and clearing expenses.

Shares Issued for Conversion of Notes

During the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026, the Company issued a total of 513,~~176~~479,~~775~~ 622 shares of common stock for conversions of $~~210~~232,~~460 in~~054 in principal and $3238,~~160~~ 822 of interest on convertible notes payable at exercise prices ranging from $0.~~0347~~ 0148 to $0.~~0649~~0303.

Subscription Receivable

On September 29, 2022, the Company granted 674,000 options to purchase shares of common stock to employees. The options expire ten years following issuance and have an exercise price of $0.15. The options vested upon issuance and have a total fair value of $104,226. On the same day, the Company issued note agreements to the employees totaling $101,100 and the employees exercised the 674,000 options. The notes bear interest of 3.15% per annum, are due on September 30, 2027, and were recorded as a subscription receivable. As of October 31, 2025, and January 31, 2025, the subscription receivable was $101,100.

Stock Options

Qualified and non-qualified incentive stock options outstanding at ~~October~~April 3130, ~~2025~~2026 are as follows:

Schedule of Stock Option Activity

	Number of options			Weighted average exercise price per share
Outstanding, January 31, 2025		5,615,498		$	0.49
Outstanding, January 31, 2026		9,803,669		$	0.31
Granted		4234,~~233,272~~119			0.0704
Expired		~~(326,000~~–	)		~~0.14~~–
Exercised		–			–
Outstanding, October 31, 2025		9,522,770		$	0.32
Outstanding, April 30, 2026		10,037,788		$	0.30
Exercisable, October 31, 2025		9,522,770		$	0.32
Exercisable, April 30, 2026		9,975,288		$	0.30

1210

These options had a weighted average remaining life of 8.8652 years and have an aggregate intrinsic value of $~~44,256~~0 as of ~~October~~April 3130, ~~2025~~2026. The aggregate intrinsic value is calculated based on the stock price of $0.~~067~~021 per share as of ~~October~~April 3130, ~~2025~~2026.

During the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026, the Company granted an aggregate of ~~192~~234,~~943~~119 options to purchase shares of common stock to a consulting geologist. The options have a strike price equal to the closing price per share on the day the options were issued, vest upon issuance and expire in three years The exercise price of the options ranges from $0.0503 to $0.1204.

OnDuring ~~August~~the 20three months ended April 30, 2026 and 2025, the Company ~~granted~~recognized $8,639 and $4,~~040,329~~348 of ~~options~~compensation toexpense anrelated ~~officer,~~to ~~employees~~incentive and ~~members~~non-qualified ofstock ~~the~~options ~~board~~previously ofgranted ~~directors.~~to ~~See~~officers, ~~Note~~employees ~~12 –~~and ~~Related party transactions~~consultants.

~~The~~As ~~total fair value~~ of ~~these~~April ~~option~~30, ~~grants~~2026, atthere ~~issuance~~ was $~~306~~2,~~475.~~518 of ~~During~~unrecognized ~~the~~share-based ~~nine~~compensation ~~months~~for ~~ended~~all ~~October~~share-based ~~31,~~awards ~~2025, the Company recognized $306,475 of expense related to these options~~outstanding.

During the nine months ended October 31, 2025 and 2024, the Company recognized $306,475 and $300,101 of compensation expense related to incentive and non-qualified stock options previously granted to officers, employees and consultants.

As of October 31, 2025, there was $0 of unrecognized share-based compensation for all share-based awards outstanding.

Warrants

As of ~~October~~April 3130, ~~2025~~2026, there were 16,~~735~~581,~~303~~532 warrants to purchase shares of common stock outstanding and 16,~~227~~074,~~771~~000 warrants to purchase shares of common stock exercisable. The warrants have a weighted average remaining life of 10.2779 years and a weighted average exercise price of $0.0706 per warrant for one common share. The warrants had an aggregate intrinsic value of $~~282,003~~0 as of ~~October~~April 3130, ~~2025~~2026.

Stock warrants outstanding at ~~October~~April 3130, ~~2025~~2026 are as follows:

Schedule of Stock Warrants Outstanding

	Number of warrants			Weighted average exercise price per share
Outstanding, January 31, 2025		13,411,582		$	0.17
Outstanding, January 31, 2026		16,621,508		$	0.12
Issued		~~3,486,131~~–			~~0.08~~–
Expired		(~~162~~39,~~410~~976	)		21.9614
Exercised		–			–
Outstanding, October 31, 2025		16,735,303		$	0.13
Outstanding, April 30, 2026		16,581,532		$	0.12
Exercisable, October 31, 2025		16,227,771		$	0.07
Exercisable, April 30, 2026		16,074,000		$	0.06

NOTE 6 – Derivative Liabilities

The embedded conversion feature in the convertible debt instruments that the Company issued (See Note 8), that became convertible during the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026, qualified it as a derivative instrument since the number of shares issuable under the note is indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. These convertible notes 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 liabilities of the warrants was determined through the use of a Monte Carlo option pricing model that values the liability of the warrants based on a risk-neutral valuation where the price of the warrant 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 warrant for each path. These payoffs are then averaged and discounted to a current valuation date resulting in the fair value of the warrant.

1311

The valuation of the derivative liabilities 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 liabilities.

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. The volatility of ~~168~~115.57% is based on historical prices over a lookback period equivalent to the expected term of 0.8031 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 (current stock price is higher than last quarter’s price); ● The Holder will exercise the warrant at maturity if the stock price was above the exercise price. ● The discount rate was based on risk-free rates of 3.7372% in effect based on the remaining term and date of each valuation and instrument. ● Dividend yield: 0% ● Exercise Price: $20M/number shares issued and outstanding at maturity (exercise date) ● Number of Options: $1M/exercise price; and ● The shares issued and outstanding is based on the initial 10,888,894 shares as of 10/31/21 to 81105,~~075~~826,~~684~~144 shares as of 104/3130/2526 and a 3.0412% growth (a ~~higher~~similar growth from last quarter) monthly at 104/3130/2526 and future financing events ~~raising~~with capital raises of $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 ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026 of $89379,~~337~~ 936 for existing warrants that were tainted and a derivative liability of $251,549 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 $89251,~~337~~ 549 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 ~~nine~~three months ended April ~~October 31~~30, ~~2025~~2026, was $35221,~~120~~828. The remaining unamortized debt discount related to the derivative liability was $5429,~~217~~ 721 as of ~~October~~April 3130, ~~2025~~2026.

14During the three months ended April 30, 2026, the Company recorded a gain of $429,456 due to a change in the fair value of the derivative liabilities to reflect the value of the derivative liabilities for warrants as of April 30, 2026.

During the ~~nine~~three months ended ~~October~~April 3130, 2025, the Company recorded a gain of $~~151~~46,~~512~~495 due to a change in the fair value of the derivative liabilities to reflect the value of the derivative liabilities for warrants as of ~~October~~April 3130, 2025.

Using the results from the model, the Company recorded a derivative liability during the nine months ended October 31, 2024 of $67,352 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 $67,352 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 nine months ended October 31, 2024, was $67,352. The remaining unamortized debt discount related to the derivative liability was $0 as of October 31, 2024.12

During the nine months ended October 31, 2024, the Company recorded a gain of $3,783,056 due to a change in the fair value of the derivative liabilities to reflect the value of the derivative liabilities for warrants as of October 31, 2024.

The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liabilities:

	2025			2024
	2026			2025
	Nine months ended October 31,
	Three months ended April 30,
	2025			2024
	2026			2025
Beginning balance	$	~~311~~52,~~338~~975		$	2311,~~547,458~~338
Total gain		(~~151~~429,~~512~~456	)		(346,~~783,056~~495	)
Settlements		(45,248	)		(52,476	)
Extinguishment of liability to equity due to conversions		(131,503	)		–
Additions recognized as debt discount		89251,~~337~~549			~~67,352~~–
Changes due to tainted (untainted) warrants		716,408			1,858,199
Changes due to tainted warrants		379,936			–
Ending balance	$	~~920~~123,~~323~~501		$	~~637~~264,~~477~~843
Change in fair value of derivative liabilities included in earnings relating to derivatives	$	(151,512	)	$	(3,783,056	)
Gain on change in fair value of derivative liabilities	$	(429,456	)	$	(46,495	)

NOTE 7 – Long-term debt and convertible promissory notes

Following is a summary of convertible promissory notes:

	October 31, 2025			January 31, 2025
	April 30, 2026			January 31, 2026
Convertible note payable issued June 2024, due March 2025	$	–		$	21,120
8% convertible note payable issued April 2026, due January 2027	$	73,700		$	–
Convertible note payable issued August 2024, due May 2025		–			67,200
8% convertible note payable issued March 2026, due March 2027		110,000			–
Convertible note payable issued October 2024, due July 2025		–			97,200
8% convertible note payable issued January 2026, due October 2026		73,700			73,700
Convertible note payable issued December 2024, due September 2025		–			67,200
8% convertible note payable issued November 2025, due May 2026		70,400			70,400
Convertible note payable issued April 2025, due February 2026		69,650			–
8% convertible note payable issued October 2025, due April 2026		–			70,400
Convertible note payable issued May 2025, due March 2026		73,700			–
8% convertible note payable issued September 2025, due March 2026		–			74,250
Convertible note payable issued July 2025, due April 2026		79,200			–
8% convertible note payable issued August 28, 2025, due February 2026		–			137,500
Convertible note payable issued August 7, 2025, due August 2026		137,500			–
8% convertible note payable issued August 7, 2025, due February 2026		50,096			137,500
Convertible note payable issued August 28, 2025, due August 2026		137,500			–
Convertible note payable		377,896			563,750
Convertible note payable issued September 2025, due September 2026		74,250			–
Less debt discount		(70,580	)		(60,863	)
Convertible note payable issued October 2025, due July 2026		70,400			–
Less current portion of convertible notes		(307,316	)		(502,887	)
Convertible note payable		642,200			252,720
Less debt discount		(130,785	)		(38,114	)
Less current portion of convertible notes		(511,415	)		(214,606	)
Long-term convertible notes payable	$	–		$	–

15On August 7, 2025, the Company entered into a convertible promissory note with Labrys Fund II, L.P., in the aggregate principal amount of $137,500 (the “August 7, 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $12,500 plus an additional $10,000 to pay for transaction fees to the lender, matures on August 7, 2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. As of January 31, 2026, note balance was $125,911, net of $11,589 discount. On February 3, 2026, the derivative liability recorded for the convertible feature created a debt discount of $109,579 that is being amortized over the remaining term of the note using the effective interest rate method. See Note 6 – Derivative Liabilities. During the three months ended April 30, 2026, the Company converted $87,404 of principal and $17,736 of interest on the note. As of April 30, 2026, note balance was $14,272, net of $35,824 discount.

On ~~June~~August 1325, ~~2024~~2025, the Company entered into a convertible promissory note with ~~1800~~FirstFire ~~Diagonal~~Global ~~Lending~~Opportunities Fund, LLC., in the aggregate principal amount of $~~126~~137,~~000~~ 500 (the “~~June~~August ~~2024~~25, 2025 Note”). The note bears interest at 108%, with an Original Issue Discount of $2112,~~000~~ 500 plus an additional $57,~~000 to~~500 to pay for transaction fees to the lender, matures on ~~March~~August 1525, ~~2025. Pursuant to the terms of the Note~~2026, ~~the outstanding principal~~ and ~~accrued interest~~is onconvertible ~~the~~after ~~Note~~180 ~~shall~~days beinto ~~paid~~shares inof ~~4 set monthly cash payments beginning six months from~~ the Company’s ~~effective~~common ~~date.~~stock ~~The~~at ~~note~~a ~~may~~price beof ~~prepaid~~75% ~~with~~of nothe ~~penalty.~~average ~~The note allows an event~~ of ~~default~~the ~~which~~three ~~may~~lowest beclosing ~~convertible~~bid ~~into~~prices ~~shares~~ of the Company’s common stock asduring ~~set~~the 10 ~~forth~~trading ~~therein.~~days Atprior ~~any~~to ~~time~~conversion. ~~following~~As anof ~~event~~January of31, ~~default~~2026, ~~the~~ note isbalance ~~convertible~~was ~~into~~$126,048, net ~~shares~~ of ~~the~~$11,452 discount. ~~Company’s~~On ~~common~~February ~~stock~~24, ~~at a~~2026, ~~price~~the ofderivative ~~65%~~liability ofrecorded for the ~~lowest~~convertible ~~weighted~~feature ~~average~~created ~~market~~a ~~price~~debt discount of ~~the~~$69,727 that ~~Company’s~~is ~~common~~being ~~stock~~amortized ~~during~~over the 10remaining ~~trading~~term ~~days prior to conversion. As~~ of ~~January~~the ~~31,~~note ~~2025,~~using the ~~note~~effective ~~balance~~interest ~~was~~rate ~~$18,274,~~method. ~~net~~See ofNote ~~$2,846~~6 ~~discount~~– Derivative Liabilities. During the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026, the Company repaid $21137,~~120~~ 500 of principal and $41,250 of interest on the note. As of ~~October~~April 3130, ~~2025~~2026, ~~the~~ note balance was $0.

On August 28, 2024, the Company entered into a promissory note with 1800 Diagonal Lending in the aggregate principal amount of $67,200 (the “August 2024 Note”). The note bears interest at 10%, with an Original Issue Discount of $11,200 plus an additional $6,000 to pay for transaction fees to the lender, matures on May 30, 2025. Pursuant to the terms of the Note, the outstanding principal and accrued interest on the Note shall be paid in 4 set monthly cash payments beginning six months from the effective date. The note may be prepaid with no penalty. The note allows an event of default which may be convertible into shares of the Company’s common stock as set forth therein. At any time following an event of default, the note is convertible into shares of the Company’s common stock at a price of 65% of the lowest weighted average market price of the Company’s common stock during the 10 trading days prior to conversion. As of January 31, 2025, note balance was $59,757, net of $7,443 discount. During the nine months ended October 31, 2025, the Company repaid $49,280 of principal and converted $24,640 of principal and interest on the note. As of October 31, 2025, note balance was $0.13

On ~~October~~September 2218, ~~2024~~2025, the Company entered into a convertible promissory note with ~~1800~~Jefferson ~~Diagonal~~Street ~~Lending~~Capital LLC., in the aggregate principal amount of $9774,~~200~~250 (the “~~October~~September ~~2024~~2025 Note”). The note bears interest at 108%, with an Original Issue Discount of ~~$16,200~~ 10% plus an additional $63,~~000~~ 375 to pay for transaction fees to the lender, matures on ~~July~~September 3018, ~~2025. Pursuant to the terms of the Note~~2026, ~~the outstanding principal~~ and ~~accrued~~is ~~interest~~convertible onafter ~~the~~180 ~~Note~~days ~~shall~~into beshares ~~paid~~of ~~in 4 set monthly cash payments beginning six months from~~ the ~~effective date. The note~~ ~~may~~Company’s becommon ~~prepaid~~stock ~~with~~at noa ~~penalty.~~price ~~The~~of ~~note~~75% of ~~allows~~the anaverage ~~event~~ of ~~default~~the ~~which~~three ~~may~~lowest beclosing ~~convertible~~bid ~~into~~prices ~~shares~~ of the Company’s common stock asduring ~~set~~the ~~forth~~10 trading ~~therein.~~days Atprior ~~any~~to ~~time~~conversion. ~~following~~As anof ~~event~~January of31, ~~default~~2026, ~~the~~ note isbalance ~~convertible~~was ~~into~~$67,445, net ~~shares~~ of ~~the~~$6,805 discount. ~~Company’s~~On ~~common stock~~March at17, a2026, ~~price~~the ofderivative ~~65%~~liability ofrecorded for the ~~lowest~~convertible ~~weighted~~feature ~~average~~created ~~market~~a ~~price~~debt discount of ~~the~~$43,258 ~~Company’s~~that is ~~common~~being ~~stock~~amortized ~~during~~over the 10remaining ~~trading~~term ~~days~~of ~~prior to~~the ~~conversion.~~note Asusing ofthe ~~January~~effective ~~31,~~interest ~~2025,~~rate ~~note~~method. ~~balance~~See ~~was~~Note ~~$82,979,~~6 ~~net~~– ~~of $14,221 discount~~Derivative Liabilities. During the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026, the Company ~~repaid~~converted $5374,~~640~~ 250 of principal and ~~converted~~ $5312,~~460~~ 271 of ~~principal and~~ interest on the note. As of ~~October~~April 3130, ~~2025~~2026, note balance was $0.

On ~~December~~October 215, ~~2024~~2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $6770,~~200~~400 (the “~~December~~October ~~2024~~2025 Note”). The note bears interest at 108%, with an Original Issue Discount of $116,~~200~~ 400 plus an additional $67,000 to pay for transaction fees ofto the lender, matures on ~~May~~ July 30, ~~2025. Pursuant to the terms of the Note~~2026, ~~the outstanding principal~~ and ~~accrued~~is ~~interest~~convertible onafter ~~the~~180 ~~Note~~days ~~shall~~into beshares ~~paid~~of inthe 4Company’s ~~set~~common ~~monthly~~stock ~~cash~~at ~~payments~~a ~~beginning~~price ~~six~~of ~~months~~75% of ~~from~~ the ~~effective~~average ~~date. The note may be prepaid with no penalty. The note allows an event~~ of ~~default~~the ~~which~~three ~~may~~lowest beclosing ~~convertible~~bid ~~into~~prices ~~shares~~ of the Company’s common stock asduring ~~set~~the ~~forth~~10 trading ~~therein.~~days Atprior ~~any~~to ~~time~~conversion. ~~following~~As anof ~~event~~January of31, ~~default~~2026, ~~the~~ note isbalance ~~convertible~~was ~~into~~$62,025, net ~~shares~~ of ~~the~~$8,375 discount. ~~Company’s~~On ~~common stock~~April at13, a2026, ~~price~~the ofderivative ~~65%~~liability ofrecorded for the ~~lowest~~convertible ~~weighted~~feature ~~average~~created ~~market~~a ~~price~~debt discount of ~~the~~$28,985 that ~~Company’s~~is ~~common~~being ~~stock~~amortized ~~during~~over the 10remaining ~~trading~~term ~~days~~of ~~prior to~~the ~~conversion.~~note Asusing ofthe ~~January~~effective ~~31,~~interest ~~2025,~~rate ~~note~~method. ~~balance~~See ~~was~~Note ~~$53,596,~~6 ~~net~~– ~~of $13,604 discount~~Derivative Liabilities. During the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026, the Company converted $7870,~~420~~ 400 of principal and $8,816 of interest on the note. As of ~~October~~April 3130, ~~2025~~2026, note balance was $0.

On ~~March~~November 328, 2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $6170,~~600~~400 (the “~~March~~November 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $56,~~600~~400 plus an additional $67,000 to pay for transaction fees to the lender, matures on ~~December~~September 15, ~~2025~~2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. ~~During~~As ~~the~~of ~~nine~~January ~~months ended October~~ 31, ~~2025~~2026, ~~the~~note ~~Company~~balance ~~converted~~was $6660,~~100~~515, net of ~~principal and~~$9,885 ~~interest on the note~~discount. As of ~~October 31~~April 30, ~~2025~~2026, note balance was $065,402, net of $4,998 discount.

16On January 12, 2026, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $73,700 (the “January 2026 Note”). The note bears interest at 8%, with an Original Issue Discount of $6,700 plus an additional $7,000 to pay for transaction fees to the lender, matures on October 15, 2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. As of January 31, 2026, note balance was $60,943, net of $12,757 discount. As of April 30, 2026, note balance was $65,361, net of $8,339 discount.

On ~~April~~March 295, ~~2025~~2026, the Company entered into a convertible promissory note with ~~1800~~EFRAT ~~Diagonal~~Investments ~~Lending~~Opportunities Fund, LLC in the aggregate principal amount of $89110,~~650~~000 (the “~~April~~March ~~2025~~2026 Note”). The note bears interest at 8%, with an Original Issue Discount of $810,~~150 plus an additional $6~~000,~~500 to pay for transaction fees to the lender,~~ matures on ~~February~~March 155, ~~2026~~2027, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. ~~During the nine months ended October 31, 2025, the Company converted $20,000 of principal on the note.~~ As of ~~October~~April 3130, ~~2025~~2026, note balance was $64101,~~282~~534, net of $58,~~368~~466 discount.

On ~~May~~April 3017, ~~2025~~2026, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $73,700 (the “~~May~~April ~~2025~~2026 Note”). The note bears interest at 8%, with an Original Issue Discount of $6,700 plus an additional $7,000 to pay for transaction fees to the lender, matures on ~~March~~January 15, ~~2026~~2027, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. As of ~~October~~April 3130, ~~2025~~2026, note balance was $6760,~~300~~747, net of $612,~~400~~953 discount.

OnDuring ~~July 14, 2025,~~ the ~~Company~~three ~~entered~~months ~~into~~ended aApril ~~convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $79~~30,~~200~~ ~~(the~~2026 ~~“July~~and 2025 ~~Note”). The note bears interest at 8%~~, ~~with~~the anCompany ~~Original~~recorded ~~Issue~~debt ~~Discount~~discounts of $7251,~~200~~549 ~~plus~~and ~~an additional~~ $70,~~000~~ torespectively, ~~pay~~due ~~for transaction fees~~ to the ~~lender~~derivative liabilities, ~~matures~~and onoriginal ~~April~~issue ~~30,~~debt ~~2026,~~discounts and isfees ~~convertible~~paid ~~after~~to ~~180~~lender ~~days into shares~~ of ~~the~~$23,700 ~~Company’s common~~and ~~stock~~$26,250, atrespectively, adue ~~price~~to ~~of 75% of~~ the ~~average~~convertible ofnotes. The ~~the~~Company ~~three~~recorded ~~lowest~~amortization ~~closing~~of ~~bid~~these ~~prices~~discounts of ~~the~~$265,532 ~~Company’s~~and ~~common~~$25,049 ~~stock~~for ~~during~~ the ~~10 trading~~three ~~days~~months ~~prior~~ended toApril ~~conversion.~~30, As2026 ofand ~~October 31,~~ 2025, ~~note balance was $70,337, net of $8,863 discount~~respectively.

On August 7, 2025, the Company entered into a convertible promissory note with Labrys Fund II, L.P., in the aggregate principal amount of $137,500 (the “August 7, 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $12,500 plus an additional $10,000 to pay for transaction fees to the lender, matures on August 7, 2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. As of October 31, 2025, note balance was $120,240, net of $17,260 discount.

On August 25, 2025, the Company entered into a convertible promissory note with FirstFire Global Opportunities Fund, LLC., in the aggregate principal amount of $137,500 (the “August 25, 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $12,500 plus an additional $7,500 to pay for transaction fees to the lender, matures on August 25, 2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. As of October 31, 2025, note balance was $121,007, net of $16,493 discount.

On September 18, 2025, the Company entered into a convertible promissory note with Jefferson Street Capital LLC., in the aggregate principal amount of $74,250 (the “September 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of 10% plus an additional $3,375 to pay for transaction fees to the lender, matures on September 18, 2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. As of October 31, 2025, note balance was $64,722, net of $9,528 discount.

On October 15, 2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $70,400 (the “October 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $6,400 plus an additional $7,000 to pay for transaction fees to the lender, matures on July 30, 2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. As of October 31, 2025, note balance was $57,744, net of $12,656 discount.

During the nine months ended October 31, 2025 and 2024, the Company recorded debt discounts of $0 and $67,352, respectively, due to the derivative liabilities, and original issue debt discounts and fees paid to lender of $120,850 and $70,400, respectively, due to the convertible notes. The Company recorded amortization of these discounts of $82,396 and $112,835 for the nine months ended October 31, 2025 and 2024, respectively.

Notes Payable

On June 22, 2020, the Company received loan proceeds of $32,300 (net of a $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 June 18, 2021 (extended to December 18, 2022).

In April 2025, 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 $24,750 of the policy over a nine-month period. The monthly payments under the agreement are due in nine installments of $2,903, at an annual interest rate of 13.2%.14

AsIn ofApril ~~October 31~~2026, ~~2025,~~ the ~~notes~~Company ~~payable,~~entered ~~net~~into ~~balance~~a ~~was~~Premium ~~$40,922,~~Finance ~~which~~Agreement ~~include~~related ~~term~~to ~~long~~an ~~notes~~insurance ~~payable~~policy. ofThe ~~$32,400~~policy ~~and~~premiums ~~current~~total ~~portion of notes payable of~~ $833,~~522,~~500 ~~with~~for a ~~accrued~~one-year ~~interest~~policy ~~of $2,193~~period. AsThe ofCompany ~~January~~financed 31$24,750 ~~2025,~~of the ~~notes~~policy ~~payable,~~over ~~net~~a ~~balance~~nine-month ~~was~~period. ~~$32,400,~~The ~~which include~~monthly ~~term~~payments ~~long~~under ~~notes~~the ~~payable~~agreement are ofdue ~~$32,400~~in ~~and~~nine ~~current~~installments ~~portion~~ of ~~notes payable of~~ $02,903, ~~with~~at ~~accrued~~an annual interest rate of $13.2~~,729~~%.

As of April 30, 2026, the notes payable, net balance was $40,922, which include term long notes payable of $32,400 and current portion of notes payable of $8,522, with accrued interest of $2,193. As of January 31, 2026, the notes payable, net balance was $32,400, which include term long notes payable of $32,400 and current portion of notes payable of $0, with accrued interest of $2,193.

NOTE 8 – Commitments and contingencies

~~The~~We ~~Company~~ currently ~~rents~~rent storage space for $~~393~~403 per month in the Tombstone, Arizona area on a month-to-month basis.

~~The~~We ~~Company~~are is required to pay annual rentals for Liberty Star’s federal lode mining claims for the HMH Tombstone project in the State of 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. The annual rentals are $200 per claim. The rentals due by September 1, ~~2024~~2025 for the period from September 1, ~~2024~~2025 through September 1, ~~2025~~2026 of $18,600 have been paid.

~~The~~We ~~Company~~are is required to pay annual rentals for our Arizona State Land Department Mineral Exploration Permits (“AZ MEP”) at our Tombstone Hay Mountain ~~project~~Holdings LLC projects in the State of Arizona. AZ MEP permits cost $500 per permit per year in non-refundable filing fees and are valid for ~~one~~1 year and renewable for up to ~~five~~5 years. The rental fee is $2.00 per acre for the first year, which includes the ~~second~~ 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~~ period begins on the date of acceptance for each permit. Rental payments are due by the first day of the rental period. ~~The~~We ~~Company~~hold ~~holds~~ AZ MEP permits for 1226,~~878~~949.1872 acres at our Tombstone project. ~~The~~We ~~Company~~ paid filing and rental fees for ~~the~~our AZ ~~MEPs~~MEP’s before their respective due dates in the amount of $2741,~~264~~242.

In February 2026 and April 2026, the Company added an additional 26 MEP claims totaling an additional 14,071.54 acres for a total of State Land equaling 26,949.72 acres. Including BLM Claims equaling 28,544.40 acres. Rental Fees and App Fees for the additional claims for February 2026 & April 2026 total $41,242.

Total acres including existing AZ State Claims, BLM Claims & New Additional AZ State Claims-44.06 sq. miles.

NOTE 9 – Subsequent Events

The Company has evaluated subsequent events through the filing date of this Form 10-Q and determined that the following subsequent events have occurred that would require recognition in the consolidated financial statements or disclosures in the notes thereto.

OnSubsequent to ~~November~~April 2830, ~~2025~~2026, the Company ~~entered~~issued ~~into~~ a ~~convertible~~total ~~promissory~~of ~~note~~5,913,020 shares ~~with~~of ~~1800~~our ~~Diagonal~~common ~~Lending~~stock ~~LLC~~for inconversions ~~the~~of ~~aggregate~~ $97,296 in principal ~~amount~~and of $7012,~~400 (the “November 2025 Note”). The note bears interest at 8%, with an Original Issue Discount~~005 of ~~$6,400,~~interest ~~matures~~ on ~~September 15, 2026, and is~~ convertible ~~after~~notes ~~180~~payable ~~days~~with ~~into~~an ~~shares~~exercise ~~of the Company’s common stock at a~~ price ofranging ~~75%~~from ~~of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion~~$0.0145 to $0.0229.

On ~~December 3~~May18, ~~2025~~2026, the Company ~~and~~entered ~~Pete~~into ~~O’Heeron~~a ~~agreed~~Securities Purchase toAgreement ~~convert~~(the ~~his advances~~“Securities ofPurchase ~~$147~~Agreement”) with Monroe Street Capital Partners LP,~~808~~ ~~plus~~(“Monroe ~~interest~~Street”). Pursuant ~~expense~~to the terms of ~~$26~~the Securities Purchase Agreement,~~079~~ ~~into~~the Company agreed to issue a convertible promissory note. On(the ~~December~~“May 2026 4Note”) to Monroe Street in the aggregate principal amount of $123,200. ~~2025~~Effective May 26 2026, the Company ~~paid~~issued the ~~promissory~~May ~~note~~2026 Note to Monroe Street consistent with the terms of the Securities Purchase Agreement. The May 2026 Note bears interest at 8%, with a 10% Original Issue Discount and matures on May 26, 2027. Pursuant to the terms of the May 2026 Note, the outstanding principal and accrued interest ~~due~~on inthe ~~full~~Note shall be convertible into shares of the Company’s common stock as set forth therein.

~~Subsequent to October 31, 2025, an investor purchased 2,509,077 restricted shares of the Company’s common stock for net proceeds of $79,306, after deducting the legal fees and clearing expenses.~~15

Subsequent to October 31, 2025, the Company issued a total of 4,788,031 shares of our common stock for conversions of $135,850 of principal and $6,534 of interest on convertible notes payable with an exercise price ranging from $0.0244 to $0.0447.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

You should read the following discussion and analysis of our financial condition and results of operations together with the interim financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and the notes to those consolidated financial statements for the fiscal year ended January 31, ~~2025~~2026, which were included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on ~~May~~April 127, ~~2025~~2026 (the “~~2025~~2026 Annual Report”). The following discussion contains forward-looking statements regarding future events and the future results of the Company that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the management of the Company. See also “Cautionary Statement Regarding Forward-Looking Information”, above. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Quarterly Report and in other reports we file with the SEC. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason, except as otherwise provided by law.

The following discussion is based upon our consolidated financial statements included elsewhere in this Quarterly Report, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these condensed consolidated interim financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies. In the course of operating our business, we routinely make decisions as to the timing of the payment of invoices, the collection of receivables, among other matters. Each of these decisions has some impact on the financial results for any given period. In making these decisions, we consider various factors including contractual obligations, competition, internal and external financial targets and expectations, and financial planning objectives. On an on-going basis, we evaluate our estimates, including those related to allowance for doubtful accounts, impairment of long-term assets, especially goodwill and intangible assets, assumptions used in the valuation of stock-based compensation, and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Certain capitalized terms used below but not otherwise defined, are defined in, and shall be read along with the meanings given to such terms in, the notes to the unaudited consolidated financial statements of the Company for the quarters ended ~~October~~April 3130, ~~2025~~2026 and ~~2024~~2025, above.

References to our websites and those of third parties below are for information purposes only and, unless expressly stated below, we do not desire to incorporate by reference into this Report information in such websites.

Unless the context otherwise requires, references in this Report to “we,” “us,” “our,” the “Registrant”, the “Company,” “Liberty Star” and “Liberty Star Uranium & Metals Corp.” refer to Liberty Star Uranium & Metals Corp.

In addition:

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
	●	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and
	●	“Securities Act” refers to the Securities Act of 1933, as amended.

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Available Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at https://www.sec.gov . Copies of documents filed by us with the SEC (including exhibits) are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report.

The following discussion of the Company’s historical performance and financial condition should be read together with the financial statements and related notes included herein. This discussion contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our management. These statements by their nature are subject to risks and uncertainties, and are influenced by various factors. As a consequence, actual results may differ materially from those in the forward-looking statements. See “Item 1A. Risk Factors” included herein for the discussion of risk factors and see “Cautionary Statement Regarding Forward-Looking Statements” for information on the forward-looking statements included below.

The following discussion is based upon our financial statements included elsewhere in this Form 10-Q, which has been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies.

Introduction

Business Development

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of our Company. Management’s Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the consolidated financial statements.

Liberty Star Uranium & Metals Corp. 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. Big Chunk is engaged in the acquisition and exploration of mineral properties business in the State of Alaska. Big Chunk was dissolved on June 3, 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 our mineral properties. Redwall ceased drilling activities in July 2008 and was dissolved on March 30, 2010. In April 2007, we changed our name to Liberty Star Uranium & Metals Corp (“Liberty Star”) to reflect our current general exploration for base and precious metals. We are in the exploration phase of operations and have not generated any revenues from operations.

In October 2014, we formed our wholly owned subsidiary, Hay Mountain Holdings LLC (“HMH”) (formerly known as Hay Mountain Super Project LLC), to serve as the primary holding company for development of the potential ore bodies encompassed in the Hay Mountain area of interest in Arizona. On April 11, 2019, we formed a new subsidiary named Earp Ridge Mines LLC, wholly owned by Hay Mountain Holdings LLC, intended for engagement with future venture partners.

On August 13, 2020, the Company formed Red Rock Mines, LLC, an Arizona corporation, as a wholly owned subsidiary of Hay Mountain Holdings, LLC.

On December 17, 2025, we formed American Strategic Minerals, LLC (“American Strategic”) also 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 and the Southwest USA. Claims in the state of Arizona are held in the name of Liberty Star. We use the term “Super Project” to indicate a project in which numerous mineral targets have been identified, any one or more of which could potentially contain commercially viable quantities of minerals. Our significant projects are described below.

Tombstone Super Project (“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 very 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 SK1300 and are considered “non-material properties.”

The Hay Mountain Property: The Hay Mountain Property is located 6.5 miles southeast of Tombstone where we hold 30 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. Full phase 1 drilling is planned to take approximately one year. Initial 2 drill hole results indicated the viability of the property, however, additional phased work, both exploration and development, is planned over the course of seven years (potentially), 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 March 4, 2024, we drilled the first two holes of our Phase 1 drilling project in the Hay Mountain Property. Hole HM-23-01 was 1,500’ deep and hole HM-23-02 was 3,437’ 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 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. 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 when funds become available. A full technical report on the drilling program will be prepared at the conclusion of phase one.

On November 25, 2020, we received approval from the Arizona State Land Department for 5 additional MEP’s covering 2,369.15 acres for a total of 16,662.10 acres or 26.03 square miles at our Hay Mountain Property.

From July 14th to August 5^th, 2020, field mapping was conducted on the Hay Mountain Property, located 7 km southeast of Tombstone, in Cochise County, Arizona. The purpose of mapping was 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 emplaced mineralization. Mapping was conducted at 1:10,000 scale and a total of 183 carbonate vein samples were taken for XRF analysis and UV fluorescence response.

Robbers Roost exploration property: On June 16, 2020, we acquired two Mineral Exploration Permits (“MEP”) covering 240 acres at Robbers Roost, which is located 5.89 miles west of the Hay Mountain Project. While the Robbers Roost MEP area is new to us, it has been explored previously by several exploration companies, in the 1970’s and 1990’s, and recently has received significant interest by 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 http://docs.azgs.az.gov/SpecColl/2008-01/2008-01-0103.pdf)

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Red Rock Canyon exploration property: As of mid-March 2024, we conducted a statistical sampling program on the property. Channel samples are cut using a handheld rock saw across the jasperoid lenses at measured lengths and spacing between the channels. QA/QC samples are being inserted into the sample stream as per “Industry Standard”. The most recent bonanza grades of 107.5 g/t and 60.0 g/t Au recovered from sampling along the Red Rock Canyon high grade zone have extended known mineralization by another 100 feet, along with numerous other gold bearing structures.

On August 20, 2021, we executed a financing agreement for the purpose of drilling for the Red Rock Canyon Gold Property in Cochise County, Arizona. The agreement allowed for 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. As of December 31, 2022, the purchase agreement expired.

On May 26, 2021, we announced the public release of geochemical assay results prepared by ALS/USA Inc. We noted in the news release issued May 21, 2021 that the results were forthcoming. Previously released geochemical assay results from October 2020 and February 2021 can be viewed on the Liberty Star Minerals website. This set of results strongly aligns with previous assay results indicating that the Red Rock portion of the Hay Mountain Project is a potential gold property.

On March 15,2021, we announced the release of more rock chip assay results from the Red Rock Canyon area located within the Hay Mountain Project. 28 samples were submitted to the ALS/USA Inc. Tucson location with results returned to us on February 6, 2021. This set of samples are within and outside of the original study area and expand on the October 2020 geochemical sampling undertaken on MEP land within our Red Rock Canyon holdings.

On November 11, 2020, we announced the identification of potentially exploitable gold mineralization on its recently acquired Arizona State Land Department Mineral Exploration Permits. Preliminary surface exploration on the Red Rock MEPs advances our 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 continuing at Target 1 and on the anticipated gold halo likely associated with the indicated porphyry center. We discovered multiple outcrops of intensely silicified rock in the initial observational field work. These outcrops generally occur in linear features several feet in thickness with multiple features oriented en-echelon with interstitial host country rock of varying horizontal dimension. These outcrops contain densely distributed jasperoids, which, when sampled yield what we believe are potentially economically exploitable concentrations of gold. There was a total of 23 representative (1 to 2 kg) rock sample assays. These assays demonstrate gold concentrations ranging from below detection limits of 0.05 ppm in country rock surrounding certain outcrops to a high of 13.55 ppm in direct outcrop samples. Of the 23 assayed samples, nine (9) show gold concentrations of 0.95 ppm or more.

On October 21, 2025, we announced the successful completion of induced polarization (IP) and resistivity testing over known gold-bearing veins at its wholly owned Red Rock Canyon Gold Project within the Hay Mountain Project in southeast Arizona.

The geophysical test performed in July 2025 has proven highly successful in detecting and characterizing gold-bearing veins. The three major takeaways from the IP test demonstrate:

1.	Gold-bearing veins are readily detected, easily mapped, and can be characterized with electrical geophysics.
2.	The gold-bearing veins exhibit higher resistivity than the hosting limestone due to their siliceous, jasperoidal character, making them detectable using simple resistivity even where soil cover has rendered them invisible.
3.	Additionally, the gold-bearing veins display higher IP values than the hosting limestone, confirming their association with sulfide mineralization including pyrite and arsenopyrite, characteristic of Carlin-style deposits.

The Tombstone exploration property: 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 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.

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 our mineral properties and, to the best of its 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 mineral deposit, known as an “ore reserve.”

SK 1300 Regulation

Liberty Star has performed many hours of field work mapping and sampling on our Red Rock Canyon Gold Project and although we do not have enough drill core to prove results, we have thorough analysis of Geochem sampling, evidence of an anomaly.

To date, we have not generated any revenues. 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.

Results of Operations

Results of Operations for the Three-Month Periods Ended ~~October~~April 3130, ~~2025~~2026 and ~~2024~~2025

We had a net loss of $~~559~~114,~~640~~995 for the three months ended ~~October~~April 3130, ~~2025~~2026, compared to a net ~~income~~loss of $~~926~~336,~~992~~132 for the three months ended ~~October~~April 3130, ~~2024~~2025. The change in net loss was primarily due to a change in derivative liability and loss on settlement of liabilities which were offset by an increase interest expense related to convertible notes payable and amortization of debt discount associated with the derivative liability.

During the three months ended ~~October~~April 3130, ~~2025~~2026, we had aan ~~decrease~~increase of $550,~~631~~417 in geological and geophysical expense compared to the three months ended ~~October~~April 3130, ~~2024~~2025, due primarily to an aincrease ~~decrease~~ in ~~geologist~~geological ~~fees~~ and filing fees for the three-month period. During the three months ended ~~October~~April 3130, ~~2025~~2026, we had a decrease of $1114,~~883~~868 in salaries and benefit expense compared to the three months ended ~~October~~April 3130, ~~2024~~2025, due to a $1315,~~405~~277 employee retention credit received during the current period. During the three months ended ~~October~~April 3130, ~~2025~~2026, we had a decrease of $891,788 in professional services compared to the three months ended ~~October~~April 3130, ~~2024~~2025. We had ana ~~increase~~decrease in general and administrative expenses of $~~199~~15,~~902~~340 during the three months ended ~~October~~April 3130, ~~2025~~2026, as compared to the three months ended ~~October~~April 3130, ~~2024~~2025, which was primarily due to ana ~~increase~~decrease in stock compensation. We had a ~~decrease~~change in ~~interest~~other ~~expense~~expenses of $~~450~~239,558 during the three months ended ~~October 31~~April 30, ~~2025~~2026, as compared to the three months ended ~~October~~April 3130, ~~2024.~~2025, Wewhich ~~had~~was primarily due to a change in ~~other~~derivative ~~expenses~~liability ofand ~~$1,304,884~~loss ~~during~~on settlement ~~the~~of ~~three~~liabilities ~~months ended~~which ~~October~~were ~~31,~~offset ~~2025,~~by asan ~~compared~~increase tointerest ~~the~~expense ~~three~~related ~~months~~to ~~ended~~convertible ~~October~~notes ~~31,~~payable ~~2024,~~and ~~which~~amortization ~~was~~of debt ~~primarily~~discount ~~due~~associated towith the ~~change in fair value of~~ derivative liability.

~~Results of Operations for the Nine-Month Periods Ended October 31, 2025 and 2024~~20

We had net loss of $1,114,484 for the nine months ended October 31, 2025, compared to a net income of $2,387,518 for the nine months ended October 31, 2024. The change in net loss was primarily due to the change in derivative liability.

During the nine months ended October 31, 2025, we had a decrease of $306,513 in geological and geophysical expense compared to the nine months ended October 31, 2024, due primarily to a decrease in geologist fees and filing fees for the nine-month period. During the nine months ended October 31, 2025, we had a decrease of $14,491 in salaries and benefit expense compared to the nine months ended October 31, 2024, due to a $13,405 employee retention credit received during the current period. During the nine months ended October 31, 2025, we had a decrease of $35,880 in professional services compared to the nine months ended October 31, 2024, due primarily to decreases in filing fees, accounting and audit fees. We had a decrease in general and administrative expenses of $10,060 during the nine months ended October 31, 2025, as compared to the nine months ended October 31, 2024. We had a decrease in interest expense of $6,664 during the nine months ended October 31, 2025, as compared to the nine months ended October 31, 2024. We had a change in other expenses of $3,868,946 during the nine months ended October 31, 2025, as compared to the nine months ended October 31, 2024, which was primarily due to the change in fair value of derivative liability and an increase in loss on settlement of liabilities.

Liquidity and Capital Resources

We had cash and cash equivalents in the amount of $~~436~~65,~~521~~191 as of ~~October~~April 3130, ~~2025~~2026. We had a working capital deficit of $1502,~~286,452~~365 as of ~~October~~ 31April 30, ~~2025~~2026. We used cash in operating activities of $~~537~~234,~~057~~268 for the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026.

Advances

On April 28, 2025, we received an advance of $75,000 from Pete O’Heeron, Chairman of the Board. The advance is unsecured, non-interest bearing and is payable on demand.

As of October 31, 2025 and January 31, 2025, the balance of Advances from related parties was $152,808 and $205,000, respectively.

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.

On March 35, ~~2025~~2026, the Company entered into a convertible promissory note with ~~1800~~EFRAT ~~Diagonal~~Investments ~~Lending~~Opportunities Fund, LLC in the aggregate principal amount of $61110,~~600~~000 (the “March ~~2025~~2026 Note”). The note bears interest at 8%, with an Original Issue Discount of $510,~~600 plus an additional $6,~~000 ~~to pay for transaction fees to the lender~~, matures on ~~December~~March 155, ~~2025~~2027, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. ~~During~~As of ~~the~~April ~~nine months ended October 31~~30, ~~2025~~2026, ~~the~~note ~~Company~~balance ~~converted~~was $66101,~~100~~534, ofnet ~~principal and interest on the note. As~~ of ~~October 31~~$8,466 ~~2025, note balance was $0~~discount.

On April 2917, ~~2025~~2026, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $8973,~~650~~700 (the “April ~~2025~~2026 Note”). The note bears interest at 8%, with an Original Issue Discount of $86,~~150~~700 plus an additional $67,~~500~~000 to pay for transaction fees to the lender, matures on ~~February~~January 15, ~~2026~~2027, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. ~~During the nine months ended October 31, 2025, the Company converted $20,000 of principal on the note.~~ As of ~~October~~April 3130, ~~2025~~2026, note balance was $6460,~~282~~747, net of $512,~~368~~953 discount.

On May 30, 2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $73,700 (the “May 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $6,700 plus an additional $7,000 to pay for transaction fees to the lender, matures on March 15, 2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. As of October 31, 2025, note balance was $67,300, net of $6,400 discount.

On July 14, 2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $79,200 (the “July 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $7,200 plus an additional $7,000 to pay for transaction fees to the lender, matures on April 30, 2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion. As of October 31, 2025, note balance was $70,337, net of $8,863 discount.

Summary of Cash Flows

Cash used in operating activities

Net cash used in operating activities was $~~537~~234,~~057~~268 and $~~817~~159,~~627~~200 for the ~~nine~~three months ended ~~October~~April 3130, ~~2025,~~2026 and ~~2024~~2025, respectively, and mainly included payments made for geological and geophysical costs, compensation, and professional fees to our consultants, attorneys and accountants.

Cash provided by financing activities

Net cash provided by financing activities was $~~952~~22,~~616~~500 for the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026, related to the proceeds ~~from issuance of common stock and warrants,~~ convertible promissory notes ~~and notes payable, related party,~~ which were offset by the repayments of convertible ~~notes,~~ notes ~~payable, related party and advances, related party~~. Net cash provided by financing activities was $~~772~~206,~~686~~122 for the ~~nine~~three months ended ~~October~~April 3130, ~~2024~~2025, related to the proceeds from ~~convertible~~issuance ~~promissory~~of ~~notes~~common stock and ~~proceeds~~warrants, ~~from~~convertible promissory notes and notes payable, related party, which were offset by the ~~repayment~~repayments of ~~advances~~convertible notes, notes payable, related party and advances, related party.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions and judgments that affect the amounts reported in the consolidated financial statements, including the notes thereto. We consider critical accounting policies to be those that require more significant judgments and estimates in the preparation of our consolidated financial statements, including the following: long lived assets; intangible assets valuations; and income tax valuations. Management relies on historical experience and other assumptions believed to be reasonable in making its judgment and estimates. Actual results could differ materially from those estimates.

Management believes its application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically reevaluated, and adjustments are made when facts and circumstances dictate a change.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures at ~~October~~April 3130, ~~2025~~2026, which is the end of the fiscal quarter covered by this report. This evaluation was carried out by Ms. Patricia Madaris, our principal executive officer and principal financial officer. Based on this evaluation, Ms. Patricia Madaris has concluded that our disclosure controls and procedures were not effective as at the end of the period covered by this report. 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 procedures will not be implemented until they can be effectively executed and monitored. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company 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 SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Management believes that despite our material weaknesses set forth above, our consolidated financial statements for the quarter ended ~~October~~April 3130, ~~2025~~2026, are fairly stated, in all material respects, in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~October~~April 3130, ~~2025~~2026, there were no significant changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no pending or threatened legal proceedings involving our company. However, from time to time, we may become involved in various legal proceedings that arise in the ordinary course of business. Those claims, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources. We may become involved in material legal proceedings in the future.

Item 1A. Risk Factors

As the Company qualifies as a smaller reporting company under Item 10(f) of Regulation S-K, risk factors are not required to be included in a Quarterly Report and, therefore, are omitted from this filing.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

On February 4, 2025, the Company entered into a stock compensation and subscription agreement with an investor relations firm that includes the issuance of 1,000,000 shares of restricted common stock. The shares of restricted common stock will be subject to a six-month hold period from the date of issuance. During the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~ 2026, the Company issued ~~250~~83,~~000~~333 shares related to this agreement with a fair value of $292,~~000~~091.

~~On February~~During ~~26, 2025,~~ the ~~Company~~three ~~issued~~months ~~Mr.~~ended ~~O’Heeron~~April 30, 32026,~~080,670~~ ~~units~~the Company ~~for~~issued ~~the~~a ~~conversion~~total of ~~his $250~~13,~~000~~479,622 ~~promissory~~shares ~~note and accrued interest~~ of ~~$27,260.~~common ~~Each~~stock ~~unit~~for ~~consists~~conversions of ~~one~~$232,054 ~~share~~in ofprincipal ~~common stock~~ and ½$38,822 ~~warrant.~~of ~~Each~~interest ~~warrant~~on ~~allows the holder to purchase~~convertible ~~one~~notes ~~share~~payable ~~of common stock~~ at aexercise ~~price~~prices ofranging from $0.090148 ~~per~~to ~~share~~$0. ~~The warrants expire three years from the date of issuance~~0303.

~~On March~~Subsequent 3to April 30, ~~2025~~2026, the Company ~~entered~~issued ~~into~~ a ~~convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount~~ oftotal ~~$61,600 (the “March 2025 Note”). The note bears interest at 8%, with an Original Issue Discount~~ of $5,~~600 plus an additional $6~~913,~~000~~020 ~~to pay for transaction fees to the lender, matures on December 15, 2025, and is convertible after 180 days into~~ shares of ~~the Company’s~~our common stock atfor aconversions ~~price~~ of ~~75%~~$97,296 in ofprincipal ~~the~~and ~~average~~$12,005 of ~~the~~interest ~~three~~on ~~lowest~~convertible ~~closing bid prices of the Company’s common stock~~notes ~~during~~payable ~~the~~with 10an ~~trading~~exercise ~~days~~price ~~prior~~ranging from $0.0145 to ~~conversion~~$0.0229.

On April 29, 2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $89,650 (the “April 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $8,150 plus an additional $6,500 to pay for transaction fees to the lender, matures on February 15, 2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion.

On May 27, 2025, the Company entered into a Private Placement Subscription Agreement to issue a total of 3,190,718 units to Mr. O’Heeron, for the conversion of a promissory note with a principal balance of $210,000 and accrued interest of $26,868. Each unit consist of one share of common stock, and a non-transferable half warrant for common stock which may be exercised for 36 months following the closing date at an exercise price equal to the offering price. The warrants expire three years from the date of issuance. As a result of the conversion, the Company recognized a loss on settlement of liabilities of $87,353.

On August 7, 2025, the Company entered into a convertible promissory note with Labrys Fund II, L.P., in the aggregate principal amount of $137,500. The note bears interest at 8%, with an Original Issue Discount of $12,500, matures on August 7, 2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion.

On August 25, 2025, the Company entered into a convertible promissory note with FirstFire Global Opportunities Fund, LLC., in the aggregate principal amount of $137,500 (the “August 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $12,500, matures on August 25, 2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion.

On November 28, 2025, the Company entered into a convertible promissory note with 1800 Diagonal Lending LLC in the aggregate principal amount of $70,400 (the “November 2025 Note”). The note bears interest at 8%, with an Original Issue Discount of $6,400, matures on September 15, 2026, and is convertible after 180 days into shares of the Company’s common stock at a price of 75% of the average of the three lowest closing bid prices of the Company’s common stock during the 10 trading days prior to conversion.

During the nine months ended October 31, 2025, the Company granted an aggregate of 192,943 options to purchase shares of common stock to a consulting geologist. The options have a strike price equal to the closing price per share on the day the options were issued, vest upon issuance and expire in three years The exercise price of the options ranges from $0.05 to $0.12.

During the nine months ended October 31, 2025, the Company issued a total of 5,176,775 shares of common stock for conversions of $210,460 in principal and $32,160 of interest on convertible notes payable at exercise prices ranging from $0.0347 to $0.0649.

Subsequent to October 31, 2025, an investor purchased 2,509,077 restricted shares of the Company’s common stock for net proceeds of $79,306, after deducting the legal fees and clearing expenses.

Item 3. Defaults Upon Senior Securities.

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, 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 the United States and as a result, this information is not required.

Item 5. Other Information.

(a) None.

(b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.(c) During the quarter ended ~~October~~April 3130, ~~2025~~2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated ~~any~~ any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative ~~defense~~ defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits

Exhibit Number		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 10.2 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).
10.01		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).
10.02		Interest Bearing note 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).
10.03		Interest Bearing Note issued to 1800 Diagonal Lending LLC dated June 13, 2024, (incorporated by reference to Exhibit 3.48 to our current report on form 8-K, filed with the SEC on June 17, 2024).
10.04		Interest Bearing Note issued to 1800 Diagonal Lending LLC dated August 28, 2024, (incorporated by reference to Exhibit 3.50 to our current report on form 8-K, filed with the SEC on September 6, 2024).
10.05		Financing & Registration GHS Investment LLC Agreements up to $10M dated September 25, 2024 (incorporated by reference to Exhibit 10.18 & 10.19 to our current report on form 8K, filed with the SEC on October 1, 2024).
10.06		Interest Bearing Note issued to 1800 Diagonal Lending LLC dated October 22, 2024, (incorporated by reference to Exhibit 3.52 to our current report on form 8-K, filed with the SEC on October 22, 2024).
10.07		Bridge Note issued to 1800 Diagonal Lending LLC dated December 2, 2024, (incorporated by reference to Exhibit 3.54 to our current report on form 8-K, filed with the SEC on December 9, 2024).
10.08		Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated March 3, 2025 (incorporated by reference to Exhibit 3.55 to our current report on form 8-K, filed with the SEC on March 13, 2025).
10.09		Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated April 28, 2025 (incorporated by reference to Exhibit 3.57 to our current report on form 8-K, filed with the SEC on May 2, 2025).
10.11		Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated May 30, 2025 (incorporated by reference to Exhibit 3.59 to our current report on form 8-K, filed with the SEC on June 5, 2025).
10.12		Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated July 14, 2025 (incorporated by reference to Exhibit 3.61 to our current report on form 8-K, filed with the SEC on July 17, 2025).
10.13		Convertible Promissory Note issued to Labry’s Fund II dated August 7, 2025 (incorporated by reference to Exhibit 3.63 to our current report on form 8-K, filed with the SEC on August 13, 2025).
10.14		Convertible Promissory Note issued to FirstFire Global Opportunities Fund LLC dated August 25, 2025 (incorporated by reference to Exhibit 3.65 to our current report on form 8-K, filed with the SEC on August 29, 2025).
31.1*		Rule 13a-14(a) Certification of Principal Executive Officer
31.2*		Rule 13a-14(a) Certification of Principal Financial Officer
32.1**		Section 906 Certification under Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer
101.INS*		Inline XBRL INSTANCE DOCUMENT
101.SCH*		Inline XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*		Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*		Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*		Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*		Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set

10.02		Interest Bearing note 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).
10.03		Interest Bearing Note issued to 1800 Diagonal Lending LLC dated June 13, 2024, (incorporated by reference to Exhibit 3.48 to our current report on form 8-K, filed with the SEC on June 17, 2024).
10.04		Interest Bearing Note issued to 1800 Diagonal Lending LLC dated August 28, 2024, (incorporated by reference to Exhibit 3.50 to our current report on form 8-K, filed with the SEC on August 28, 2024).
10.05		Financing & Registration GHS Investment LLC Agreements up to $10M dated September 25, 2024 (incorporated by reference to Exhibit 10.18 & 10.19 to our current report on form 8K, filed with the SEC on October 1, 2024).
10.06		Interest Bearing Note issued to 1800 Diagonal Lending LLC dated October 22, 2024, (incorporated by reference to Exhibit 3.52 to our current report on form 8-K, filed with the SEC on October 22, 2024).
10.07		Bridge Note issued to 1800 Diagonal Lending LLC dated December 2, 2024, (incorporated by reference to Exhibit 3.54 to our current report on form 8-K, filed with the SEC on December 2, 2024).
10.08		Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated March 3, 2025 (incorporated by reference to Exhibit 3.55 to our current report on form 8-K, filed with the SEC on March 6, 2025).
10.09		Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated April 28, 2025 (incorporated by reference to Exhibit 3.57 to our current report on form 8-K, filed with the SEC on May 2, 2025).
10.11		Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated May 30, 2025 (incorporated by reference to Exhibit 3.59 to our current report on form 8-K, filed with the SEC on June 5, 2025).
10.12		Convertible Promissory Note issued to 1800 Diagonal Lending LLC dated July 14, 2025 (incorporated by reference to Exhibit 3.61 to our current report on form 8-K, filed with the SEC on July 17, 2025).
10.13		Convertible Promissory Note issued to Labry’s Fund II dated August 7, 2025 (incorporated by reference to Exhibit 3.63 to our current report on form 8-K, filed with the SEC on August 13, 2025).
10.14		Convertible Promissory Note issued to FirstFire Global Opportunities Fund LLC dated August 25, 2025 (incorporated by reference to Exhibit 3.65 to our current report on form 8-K, filed with the SEC on August 29, 2025).
19.1		Insider Trading Policy
31.1*		Rule 13a-14(a) Certification of Principal Executive Officer
31.2*		Rule 13a-14(a) Certification of Principal Financial Officer
32.1**		Section 906 Certification under Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer
101.INS*		Inline XBRL INSTANCE DOCUMENT
101.SCH*		Inline XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*		Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*		Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*		Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*		Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set

* Filed herewith.

** Furnished herewith.

3024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LIBERTY STAR URANIUM & METALS CORP. By: /s/ Patricia Madaris Patricia Madaris, Interim Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer)

LIBERTY STAR URANIUM & METALS CORP.

By:	/s/ Patricia Madaris
	Patricia Madaris,
	Interim Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer)

Date:	June 11, 2026

~~Date: December 12, 2025~~25

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