Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 25, 2024, Liberty Star Minerals ("Liberty Star" or the "Company") (OTCQB: LBSR) an Arizona-based mineral exploration company entered into an investment agreement (the "Agreement") with GHS Investments, LLC (the "Investor"), whereby the Investor has agreed to invest up to $10,000,000 to purchase shares of our common stock. GHS Investments LLC is a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the "Investor").

Subject to the terms and conditions of the Investment Agreement and Registration Agreement, we may, in our sole discretion, deliver a put notice to the Investor which states the dollar amount which we intend to sell to the Investor on a certain date. The amount that we shall be entitled to sell to Investor shall be equal to two hundred percent (200%) of the average daily volume (U.S. market only) of the common stock for the ten (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.

In connection with the Agreement, we also entered into a registration rights agreement dated September 25, 2024, whereby we agreed to file a Registration Statement on Form S-1 with the Securities and Exchange Commission within thirty (30) days of the date of the registration rights agreement and to have the Registration Statement declared effective by the Securities and Exchange Commission within ninety (90) days after we have filed the Registration Statement.

Copies of the Equity Financing Agreement and Registration Rights Agreement are attached hereto as exhibits 10.18 & 10.19 and incorporated herein by reference.