Exhibit 10.1


 





 


NEITHER
THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”)
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE
SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT
REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.


 


12%
CONVERTIBLE PROMISSORY NOTE


 


MATURITY
DATE OF January 22, 2019 *THE “MATURITY DATE”


 


$50,000
January 22, 2018 *THE “ISSUANCE DATE”


 


FOR
VALUE RECEIVED, Liberty Star Uranium & Metals Corp., a Nevada
Corporation (the “Company”) doing business in Tucson, AZ, hereby
promises to pay to the order of JSJ Investments Inc., an accredited investor and Texas Corporation, or its assigns (the “Holder”),
the principal amount of Fifty Thousand Dollars ($50,000) (“Note”), on
demand of the Holder at any time on or after
January 22, 2019 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate
of Twelve Percent (12%) per annum (the “Interest Rate”) commencing on the date hereof (the “Issuance Date”).


 


	1.	Payments
    of Principal and Interest.


 


	 	a.	Pre-Payment and
    Payment of Principal and Interest. The Company may pay this Note in full, together with any and all accrued and unpaid interest,
    plus any applicable pre-payment premium set forth herein and subject to the terms of this Section 1.a, at any time on or prior
    to the date which occurs 180 days after the Issuance Date hereof (the “Prepayment Date”). In the event the Note
    is not prepaid in full on or before the Prepayment Date, it shall be deemed a “Pre-Payment Default” hereunder.
    Until the Ninetieth (90th) day after the Issuance Date the Company may pay the principal at a cash redemption premium of 135%,
    in addition to outstanding interest, without the Holder’s consent; from the 91st day to the One Hundred and Twentieth
    (120th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 140%, in addition to
    outstanding interest, without the Holder’s consent; from the 121st day to the Prepayment Date, the Company may pay the
    principal at a cash redemption premium of 145%, in addition to outstanding interest, without the Holder’s consent. After
    the Prepayment Date up to the Maturity Date this Note shall have a cash redemption premium of 150% of the then outstanding
    principal amount of the Note, plus accrued interest and Default Interest, if any, which may only be paid by the Company upon
    Holder’s prior written consent. At any time on or after the Maturity Date, the Company
    may repay the then outstanding principal plus accrued interest and Default Interest (defined below), if any, to the Holder.
	 	 	 
	 	b.	Demand of Repayment.
    The principal and interest balance of this Note shall be paid to the Holder hereof on demand by the Holder at any time on
    or after the Maturity Date. The Default Amount (defined herein), if applicable, shall be paid to Holder hereof on demand by
    the Holder at any time such Default Amount becomes due and payable to Holder.
	 	 	 
	 	c.	Interest. This Note
    shall bear interest (“Interest”) at the rate of Twelve Percent (12%)
    per annum from the Issuance Date until the same is paid, or otherwise converted
    in accordance with Section 2 below, in full and the Holder, at the Holder’s sole discretion, may include any accrued
    but unpaid Interest in the Conversion Amount. Interest shall commence accruing on the Issuance Date, shall be computed on
    the basis of a 365-day year and the actual number of days elapsed and shall accrue daily and, after the Maturity Date, compound
    quarterly. Upon an Event of Default, as defined in Section 10 below, the Interest Rate shall increase to Fifteen Percent (15
    %) per annum for so long as the Event of Default is continuing (“Default Interest”).
	 	 	 
	 	d.	General Payment
    Provisions. This Note shall be paid in lawful money of the United States of America by check or wire transfer to such account
    as the Holder may from time to time designate by written notice to the Company in accordance with the provisions of this Note.
    Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined
    below), the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any interest
    payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be
    taken into account for purposes of determining the amount of interest due on such date. For purposes of this Note, “Business
    Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of Texas are authorized
    or required by law or executive order to remain closed.


 




    	1



    	 



    

 


	2.	Conversion of Note.
    At any time after the Pre-payment date, which is also
    the Rule 144 restriction date
    of 180 days from date of execution
    of this note the Conversion Amount (see Paragraph 2(a)(i)) of this Note
    shall be convertible into shares of the Company’s common stock (the “Common Stock”) according to the terms
    and conditions set forth in this Paragraph 2.


 


	 	a.	Certain Defined Terms.
    For purposes of this Note, the following terms shall have the following meanings:


 


	 	i.	“Conversion
    Amount” means the sum of (a) the principal amount of this Note to be converted with respect to which this determination
    is being made, (b) Interest; and (c) Default Interest, if any, if so included at the Holder’s sole discretion.
	 	 	 
	 	ii.	“Conversion
    Price” means a 45% discount to the lowest VWAP (Volume Weighted Average Price) during the previous twenty (20) trading
    days to the date of Conversion.
	 	 	 
	 	iii.	“Person”
    means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated
    organization and a government or any department or agency thereof.
	 	 	 
	 	iv.	“Shares”
    means the Shares of the Common Stock of the Company into which any balance on this Note may be converted upon submission of
    a “Conversion Notice” to the Company substantially in the form attached hereto as Exhibit 1.


 


	 	b.	Holder’s Conversion
    Rights. At any time after the180 day required by the SEC,, the Holder shall be entitled to convert all of the outstanding
    and unpaid principal and accrued interest of this Note into fully paid and non- assessable shares of Common Stock in accordance
    with the stated Conversion Price. The Holder shall not be entitled to convert
    on a Conversion Date that amount of the Note in connection
    with that number of shares of Common Stock which would be in excess
    of the sum of the number of shares of Common Stock issuable upon the conversion
    of the Note with respect to which the determination
    of this provision is being made on a Conversion
    Date, which would result in beneficial ownership by the Holder and its
    affiliates of more than 4.99% of the outstanding
    shares of Common Stock of the Company on such Conversion Date. For the
    purposes of the provision to the
    immediately preceding sentence, beneficial
    ownership shall be determined in accordance
    with Section 13(d) of the Securities
    Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
    Subject to the foregoing, the Holder shall not be limited
    to aggregate conversions of
    4.99% (“Conversion Limitation 1”). The Holder shall have the authority
    to determine whether the restriction
    contained in this Section 2(b) will limit
    any conversion hereunder, and accordingly,
    the Holder may waive the conversion
    limitation described in this Section 2(b), in whole or in part,
    upon and effective after 61 days prior written
    notice to the Company to increase or decrease
    such percentage to any other amount
    as determined by Holder in its sole discretion
    up to 9.99%. (“Conversion Limitation 2”).


 


	 	c.	Fractional Shares.
    The Company shall not issue any fraction
    of a share of Common Stock upon any conversion; if such issuance would
    result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common
    Stock up to the nearest whole share except in the event that rounding up would violate the conversion limitation set forth
    in section 2(b) above.
	 	 	 
	 	d.	Conversion Amount.
    The Conversion Amount shall be converted pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) as promulgated by the Securities
    and Exchange Commission under the Securities Act of 1933, as amended, into unrestricted shares at the Conversion Price.
	 	 	 
	 	e.	Mechanics of Conversion.
    The conversion of this Note shall be conducted in the following manner:


 


	 	i.	Holder’s Conversion
    Requirements. To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Holder
    (the “Conversion Date”), the Holder shall transmit by email, facsimile or otherwise deliver, for receipt on or
    prior to 11:59 p.m., Eastern Time, on such date or on the next business day, a copy of a fully executed notice of conversion
    in the form attached hereto as Exhibit 1 to the Company.
	 	 	 
	 	ii.	Company’s
    Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no
    event later than one (1) Business Day after receipt of such Conversion Notice, send, via email, facsimile or overnight courier,
    a confirmation of receipt of such Conversion Notice to such Holder indicating that the Company will process such Conversion
    Notice in accordance with the terms herein. Within two (2) Business Days after the date the Conversion Notice is delivered,
    the Company shall have issued and electronically transferred the shares to the Broker indicated in the Conversion Notice;
    should the Company be unable to transfer the shares electronically, it shall, within two (2) Business Days after the date
    the Conversion Notice was delivered, have surrendered to an overnight courier for delivery the next day to the address as
    specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common
    Stock to which the Holder shall be entitled.
	 	 	 
	 	iii.	Record Holder. The
    person or persons entitled to receive the shares of Common Stock issuable upon
    a conversion of this Note shall be treated for all purposes
    as the record holder or holders of such shares of Common Stock on the
    Conversion Date.


 




    	2



    	 



    

 


	 	iv.	Timely
    Response by Company. Upon receipt by Company of a Conversion Notice, Company shall respond within one business day to Holder
    confirming the details of the Conversion, and provide within two business days the Shares requested in the Conversion Notice.
	 	 	 
	 	v.	Liquidated
    Damages for Delinquent Response. If the Company fails to deliver for whatever reason (including any neglect or failure by,
    e.g., the Company, its counsel or the transfer agent) to Holder the Shares as requested in a Conversion Notice within
    five (5)) business days of the Conversion Date, the Company shall be deemed in “Default of Conversion.” Beginning
    on thefifth (5th)) business day after the date of the Conversion Notice, after the Company is deemed in Default of Conversion,
    there shall accrue liquidated damages (the “Conversion Damages”) of $2,000 per day for each day after the Fourth
    business day until delivery of the Shares is made, and such penalty will be added to the Note being converted (under the Company’s
    and Holder’s expectation and understanding that any penalty amounts will tack back to the Issuance Date of the Note).
    The Parties agree that, at the time of drafting of this Note, the Holder’s damages as to the delinquent response are
    incapable or difficult to estimate and that the liquidated damages called for is a reasonable forecast of just compensation.
	 	 	 
	 	vi.	Liquidated
    Damages for Inability to Issue Shares. If the Company fails to deliver Shares requested by a Conversion Notice due to an exhaustion
    of authorized and issuable common stock such that the Company must increase the number of shares of authorized Common Stock
    before the Shares requested may be issued to the Holder, the discount set forth in the Conversion Price will be increased
    by 5 percentage points (i.e. from 40% to 45%) for the Conversion Notice in question and all future Conversion Notices until
    the outstanding principal and interest of the Note is converted or paid in full. These liquidated damages shall not render
    the penalties prescribed by Paragraph 2(e)(v) void, and shall be applied in conjunction with Paragraph 2(e)(v) unless otherwise
    agreed to in writing by the Holder. The Parties agree that, at the time of drafting of this Note, the Holder’s damages
    as to the inability to issue shares are incapable or difficult to estimate and that the liquidated damages called for is a
    reasonable forecast of just compensation.
	 	 	 
	 	vii.	Rescindment
    of Conversion Notice. If: (i) the Company fails to respond to Holder within Two business days from the date of delivery of
    a Conversion Notice confirming the details of the Conversion, (ii) the Company fails to provide the Shares requested in the
    Conversion Notice within three business days from the date of the delivery of the Conversion Notice, (iii) the Holder is unable
    to procure a legal opinion required to have the Shares issued unrestricted and/or deposited to sell for any reason related
    to the Company’s standing with the SEC or FINRA, or any action or inaction by the Company, (iv) the Holder is unable
    to deposit the Shares requested in the Conversion Notice for any reason related to the Company’s standing with the SEC
    or FINRA, or any action or inaction by the Company, (v) if the Holder is informed that the Company does not have the authorized
    and issuable Shares available to satisfy the Conversion, or (vi) if OTC Markets changes the Company’s designation to
    ‘Limited Information’ (Yield), ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull and
    Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign) on the day
    of or any day after the date of the Conversion Notice, the Holder maintains the option and sole discretion to rescind the
    Conversion Notice (“Rescindment”) by delivering a notice of rescindment to the Company in the same manner that
    a Conversion Notice is required to be delivered to the Company pursuant to the terms of this Note.
	 	 	 
	 	viii.	Transfer
    Agent Fees and Legal Fees. The issuance of the certificates shall be without charge or expense to the Holder. The Company
    shall pay any and all Transfer Agent fees, legal fees, and advisory fees required for execution of this Note and processing
    of any Notice of Conversion, including but not limited to the cost of obtaining a legal opinion with regard to the Conversion.
    The Holder will deduct $2,000 from the principal payment of the Note solely to cover the cost of obtaining any and all legal
    opinions required to obtain the Shares requested in any given Conversion Notice. These fees do not make provision for or suffice
    to defray any legal fees incurred in collection or enforcement of the Note as described in Paragraph 13.
	 	 	 
	 	ix.	Conversion
    Right Unconditional. If the Holder shall provide a Notice of Conversion as provided herein, the Company’s obligations
    to deliver Common Stock shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment,
    or alleged breach by the Holder of any obligation to the Company.





 


	3.	Other
    Rights of Holder: Reorganization, Reclassification, Consolidation, Merger or Sale. Any
    recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the
    Company’s assets to another Person or other transaction which is effected in such a way that holders of Common Stock
    are entitled to receive (either directly or upon subsequent liquidation) stock, securities, cash or other assets with respect
    to or in exchange for Common Stock is referred to herein as “Organic Change.” Prior to the consummation of any
    (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure
    from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the “Acquiring
    Entity”) a written agreement (in form and substance reasonably satisfactory to
    the Holder) to deliver to Holder
    in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form
    and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of  any other Organic
    Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holder) to ensure
    that the Holder will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the
    shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of the Note, such shares of stock,
    securities, cash or other assets that would have been issued or payable in such Organic Change with respect to or in exchange
    for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of the Note as
    of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the
    Note set forth in Section 2(b) or otherwise). All provisions of this Note must be included to the satisfaction of Holder in
    any new Note created pursuant to this section.
	 	 




    	3



    	 



    

 





 


	4.	Representations
    and Warranties of the Company. In connection with the transactions provided for herein, the Company hereby represents and
    warrants to the Holder the following:


 


	 	a.	Organization,
    Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under
    the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as
    now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the
    failure to so qualify would have a material adverse effect on its business or properties.
	 	 	 
	 	b.	Authorization.
    All corporate action has been taken on the part of the Company, its officers, directors and stockholders necessary for the
    authorization, execution and delivery of this Agreement. The Company has taken all corporate action required to make all of
    the obligations of the Company reflected in the provisions of this Agreement, valid and enforceable obligations. The shares
    of capital stock issuable upon conversion of the Note have been authorized or will be authorized prior to the issuance of
    such shares.
	 	 	 
	 	c.	Fiduciary
    Obligations. The Company hereby represents that it intends to use the proceeds of the Note primarily for the operations of
    its business and not for any personal, family, or household purpose. The Company hereby represents that its board of directors,
    in the exercise of its fiduciary duty, has approved the execution of this Agreement based upon a reasonable belief that the
    proceeds of the Note provided for herein is appropriate for the Company after reasonable inquiry concerning its financial
    objectives and financial situation.
	 	 	 
	 	d.	Exclusivity.
    Upon the funding of this Convertible Note, the Company shall not sell convertible debt to any other third party for 30 days
    thereafter.
	 	 	 
	 	e.	Data
    Request Form. The Company hereby represents and warrants to Holder that all of the information furnished to Holder pursuant
    to the data request form (“DRF”) dated November 3, 2017 is true and correct in all material respects as of the
    date hereof.


 


	5.	Reservation
    of Shares. The Company shall at all times, so long as any principal amount of the Note is outstanding, reserve and keep available
    out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Note,
    four times the number of shares of Common Stock as shall at all times be sufficient to effect the conversion of all of the
    principal amount, plus Interest and Default Interest, if any, of the Note then outstanding (“Share Reserve”),
    unless the Holder stipulates otherwise in the “Irrevocable Letter of Instructions to the Transfer Agent.” So long
    as this Note is outstanding, upon written request of the Holder or via telephonic communication, the Company’s Transfer
    Agent shall furnish to the Holder the then-current number of common shares issued and outstanding, the then-current number
    of common shares authorized, the then-current number of unrestricted shares, and the then-current number of shares reserved
    for third parties.
	 	 
	6.	Voting
    Rights. The Holder of this Note shall have no voting rights as a note holder, except as required by law, however, upon the
    conversion of any portion of this Note into Common Stock, Holder shall have the same voting rights as all other Common Stock
    holders with respect to such shares of Common Stock then owned by Holder.


 




    	4



    	 



    

 





 


	7.	Reissuance
    of Note. In the event of a conversion or redemption pursuant to this Note of less than all of the Conversion Amount represented
    by this Note, the Company shall promptly cause to be issued and delivered to the Holder, upon tender by the Holder of the
    Note converted or redeemed, a new note of like tenor representing the remaining principal amount of this Note which has not
    been so converted or redeemed and which is in substantially the same form as this Note, as set forth above.


 


	8.	Default
    and Remedies.


 


	 	a.	Event
    of Default. For purposes of this Note, an “Event of Default” shall
    occur upon:


 


	 	i.	the
    Company’s default in the payment of the outstanding principal, Interest or Default Interest of this Note when due, whether
    at Maturity, acceleration or otherwise;
	 	ii.	the
    occurrence of a Default of Conversion as set forth in Section 2(e)(v);
	 	iii.	the
    failure by the Company for ten (10) days after notice to it to comply with any material provision of this Note not included
    in this Section 10(a);
	 	iv.	the
    Company’s Purposeful breach of any covenants, warranties, or representations made by the Company herein;
	 	v.	any
    of the information in the DRF is false or misleading in any material respect;
	 	vi.	the
    cessation of operations of the Company or a material subsidiary;
	 	vii.	the
    Company pursuant to or within the meaning of any Bankruptcy Law; (a) commences a voluntary case; (b) consents to the entry
    of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all
    or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing
    that it is generally unable to pay its debts as the same become due;
	 	viii.	court
    of competent jurisdiction entering an order or decree under any Bankruptcy Law that: (a) is for relief against the Company
    in an involuntary case; (b) appoints a Custodian of the Company or for all or substantially all of its property; or (c) orders
    the liquidation of the Company or any subsidiary, and the order or decree remains unstayed and in effect for thirty (30) days;
	 	ix.	the
    Company files a Form 15 with the SEC;
	 	x.	the
    Company’s failure to timely file all reports required to be filed by it with the Securities and Exchange Commission;
	 	xi.	the
    Company’s failure to timely file all reports required to be filed by it with OTC Markets to remain a “Current
    Information” designated company;
	 	xii.	the
    Company’s Common Stock is reported as “No Inside” by OTC Markets at any time while any principal, Interest
    or Default Interest under the Note remains outstanding;
	 	xiii.	the
    Company’s failure to maintain the required Share Reserve pursuant to the terms of the Irrevocable Letter of Instructions
    to the Transfer Agent;
	 	xiv.	the
    Company directs its transfer agent not to transfer, or delays, impairs, or hinders its transfer agent in transferring or issuing
    (electronically or in certificated form) any certificate for Shares of Common Stock to be issued to the Holder upon conversion
    of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent
    not to remove or impairs, delays and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw and
    stop transfer instructions) on any certificate for any Shares of Common Stock issued to the Holder upon conversion of or otherwise
    pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does
    not intend to honor its obligations pursuant to a Conversion Notice submitted by the Holder) and any such failure shall continue
    uncured for three (3) Business Days after the Conversion Notice has been delivered to the Company by Holder;
	 	xv.	the
    Company’s failure to remain current in its billing obligations with its transfer agent and such delinquency causes the
    transfer agent to refuse to issue Shares to Holder pursuant to a Conversion Notice;
	 	xvi.	the
    Company effectuates a reverse split of its Common Stock and fails to provide twenty (20) days prior written notice to Holder
    of its intention to do so; or
	 	xvii.	OTC
    Markets changes the Company’s designation to ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull
    and Crossbones), Market’ (Exclamation Mark Sign).
	 	xviii.	“
	 	xix.	Altering
    the conversion terms of any notes that are currently outstanding.





 






    	5



    	 



    




 





 


The
Term “Bankruptcy Law” means Title 11, U.S. Code, or any similar Federal or State Law for the relief of debtors. The
term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


	 	b.	Remedies.
    If an Event of Default occurs, the Holder may in its sole discretion determine to request immediate repayment of all or any
    portion of the Note that remains outstanding; at such time the Company will be required to pay the Holder the Default Amount
    (defined herein) in cash. For purposes hereof, the “Default Amount” shall mean: the product of (A) the then outstanding
    principal amount of the Note, plus accrued Interest and Default Interest, divided by (B) the Conversion Price as determined
    on the Issuance Date, multiplied by (C) the highest price at which the Common Stock traded at any time between the Issuance
    Date and the date of the Event of Default. If the Company fails to pay the Default Amount within five (5) Business Days of
    written notice that such amount is due and payable, then Holder shall have the right at any time, so long as the Company remains
    in default (and so long and to the extent there are a sufficient number of authorized but unissued shares), to require the
    Company, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of
    the Company equal to the Default Amount divided by the Conversion Price then in effect.


 


	9.	Vote
    to Change the Terms of this Note. This Note and any provision hereof may only be amended by an instrument in writing signed
    by the Company and the Holder.
	 	 
	10.	Lost
    or Stolen Note. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation
    of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Company
    in a form reasonably acceptable to the Company and, in the case of mutilation, upon surrender and cancellation of the Note,
    the Company shall execute and deliver a new Note of like tenor and date and in substantially the same form as this Note; provided,
    however, the Company shall not be obligated to re-issue
    a Note if the Holder contemporaneously requests the Company to convert
    such remaining principal amount, plus accrued Interest and Default Interest, if any, into Common Stock.
	 	 
	11.	Payment
    of Collection, Enforcement and Other Costs. If: (i) this Note is placed in the hands of an attorney for collection or enforcement
    or is collected or enforced through any legal proceeding; or (ii) an attorney is retained to represent the Holder of this
    Note in any bankruptcy, reorganization, receivership or other proceedings affecting
    creditors’ rights and involving a claim
    under this Note, then the Company shall pay to the Holder all reasonable attorneys’ fees, costs and expenses
    incurred in connection therewith, in addition to all other amounts due hereunder.
	 	 
	12.	Cancellation.
    After all principal, accrued Interest and Default Interest,
    if any, at any time owed on this Note has been paid in full or otherwise converted in full, this Note shall automatically
    be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.
	 	 
	13.	Waiver
    of Notice. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices
    in connection with the delivery, acceptance, performance, default or enforcement of this Note.
	 	 
	14.	Governing
    Law. This Note shall be construed and enforced in accordance with, and all questions
    concerning the construction, validity, interpretation and performance
    of this Note shall be governed by, the laws of the State of Texas, without giving effect to provisions thereof regarding
    conflict of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts
    sitting in Texas for the adjudication of any dispute hereunder or in connection herewith or with any transaction
    contemplated hereby or discussed herein, and hereby irrevocably
    waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to
    the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue
    of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents
    to process being served in any such suit, action or proceeding by sending, through certified mail or overnight courier, a
    copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
    good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
    right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
    WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
    CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
	 	 
	15.	Remedies,
    Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative
    and in addition to all other remedies available under this Note, at law or in equity (including a decree of specific performance
    and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance with the provisions
    giving rise to such remedy and nothing herein shall limit the Holder’s right to pursue actual damages for any failure
    by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization
    concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect
    to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder thereof
    and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance
    thereof).
	 	 
	16.	Specific
    Shall Not Limit General; Construction. No specific provision contained in this
    Note shall limit or modify any more general provision contained herein. This Note shall be deemed to be jointly drafted by
    the Company and the Holder and shall not be construed against any person as the drafter hereof.


 




    	6



    	 



    

 





 


	17.	Failure
    or Indulgence Not Waiver. No failure or delay on the part of the Holder in the
    exercise of any power, right or privilege hereunder shall operate as a waiver
    thereof, nor shall any single or partial exercise of any such power, right or privilege preclude further exercise thereof
    or of any other right, power or privilege.
	 	 
	18.	Partial
    Payment. In the event of partial payment by the Holder, the principal sum due to the Holder shall be prorated based on the
    consideration actually paid by the Holder such that the Company is only required to repay the amount funded and the Company
    is not required to repay any unfunded portion of this Note, with the exception of any OID contemplated herein.
	 	 
	19.	Entire
    Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the
    subjects herein. None of the terms of this Agreement can be waived or modified, except by an express agreement signed by all
    Parties hereto.
	 	 
	20.	Additional
    Representations and Warranties. The Company expressly acknowledges that the Holder, including but not limited to its officer,
    directors, employees, agents, and affiliates, have not made any representation or warranty to it outside the terms of this
    Agreement. The Company further acknowledges that there have been no representations or warranties about future financing or
    subsequent transactions between the parties.
	 	 
	21.	


Notices. All notices and other communications given or
made to the Company pursuant hereto shall be in writing (including facsimile or similar electronic transmissions) and shall be
deemed effectively given: (i) upon personal delivery, (ii) when sent by electronic mail or facsimile, as deemed received by the
close of business on the date sent, (iii) five (5) days after having been sent by registered or certified mail, return receipt
requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day
delivery. All communications shall be sent either by email, or fax, or to the email address or facsimile number set forth on the
signature page hereto. The physical address, email address, and phone number provided on the signature page hereto shall be considered
valid pursuant to the above stipulations; should the Company’s contact information change from that listed on the signature
page, it is incumbent on the Company to inform the Holder.




	 	 
	22.	Severability.
    If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded
    from this Agreement and the rest of the Agreement shall be enforceable in accordance with its terms.
	 	 
	23.	Usury.
    If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing
    usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest
    permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to
    claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal,
    Interest or Default Interest on this Note.
	 	 
	24.	Successors
    and Assigns. This Agreement shall be binding upon all successors and assigns hereto.


 


—
SIGNATURE PAGE TO FOLLOW —


 




    	7



    	 



    

 





 


IN
WITNESS WHEREOF, the Company has caused this Note to be signed by its CEO, on and as of the Issuance Date.


 


COMPANY:
Liberty Star Uranium & Metals Corp.


 


	Signature:	/s/
    James A. Briscoe	 
	By:	James
    A. Briscoe	 
	Title:  	CEO,
    CFO & Chief Geologist 	 
	Address:  	5610
    E. Sutler Lane	 
	 	

                                                                                Tucson,
AZ 85712
	 
	 	 

                                                                                
	 
	 	 	 
	Email: 	jbriscoe@libertystaruranium.com



	 
	 	 	 
	Phone: 	520-907-9492	 


 


LIBERTY
STAR URANIUM & METALS CORP.


 


	JSJ Investments
    Inc.	 
	 	 
	Signature:	 
	 	 
	/s/Sameer
    Hirji	 


 


Sameer
Hirji, President


JSJ Investments Inc.


10830
North Central Expressway, Suite 152


Dallas
TX 75231


888-503-2599


 




    	 	 	 



     


    

 





 


Exhibit
1


Conversion
Notice


 








Reference is made to the
12% Convertible Note issued by Liberty Star Uranium & Metals Corp. (the “Note”), dated January 22, 2018 in the
principal amount of $50,000 with 12% interest. This note currently holds a principal balance of $50,000. The features of conversion
stipulate a Conversion Price equal to a 45% discount to the lowest VWAP (Volume Weighted Average Price) during the previous twenty
(20) trading days to the date of Conversion.


 


In accordance with
and pursuant to the Note, the undersigned hereby elects to convert $__ of the principal/interest
balance of the Note, indicated below into shares of Common Stock (the “Common Stock”), of the Company, by tendering
the Note specified as of the date specified below.












 


Date
of Conversion: __________


 


Please
confirm the following information:


Conversion
Amount: $ ________________


Conversion
Price: $______________(________% discount from $__________________ )


Number
of Common Stock to be issued: ___________________________________________________________


Current
Issued/Outstanding: ___________________________________________________________________


 


If
the Issuer is DWAC eligible, please issue the Common Stock into which the Note is being converted in the name of the Holder of
the Note and transfer the shares electronically to:


 


[BROKER
INFORMATION]


 


	Holder Authorization:

                                                                      

                                                                     JSJ Investments Inc.
	 
	10830 North Central
    Expressway, Suite 152  	*Do not send certificates
    to this address
	Dallas, TX 75231	 
	888-503-2599	 
	Tax ID: 20-2122354	 


 


Sameer
Hirji, President


 


[DATE]


 


[CONTINUED
ON NEXT PAGE]


 




    	 	 	 



     


    

 





 


PLEASE
BE ADVISED, pursuant to Section 2(e)(ii) of the Note, “Upon receipt by the Company of a copy of the Conversion Notice, the
Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice,
SEND, VIA EMAIL, FACSIMILE OR OVERNIGHT COURIER, A CONFIRMATION OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING
THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE in accordance with the terms herein. Within two (2) Business Days after the
date of the Conversion Confirmation, the Company shall have issued and electronically transferred the shares to the Broker indicated
in the Conversion Notice; should the Company be unable to transfer the shares electronically, they shall, within two (2) Business
Days after the date of the Conversion Confirmation, have surrendered to FedEx for delivery the next day to the address as specified
in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which
the Holder shall be entitled.”


 


Signature:


 


	 	 
	James  Briscoe	 
	CEO	 
	Liberty
    Star Uranium & Metals Corp.