NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	Principal
    Amount: $43,000.00	Issue
    Date: May 29, 2018 
	Purchase
    Price: $43,000.00	 


 


CONVERTIBLE
PROMISSORY NOTE


 





FOR
VALUE RECEIVED, LIBERTY STAR URANIUM & METALS CORP., a Nevada corporation (hereinafter called the “Borrower”),
hereby promises to pay to the order of POWER UP LENDING GROUP LTD., a Virginia corporation, or registered assigns (the
“Holder”) the sum of $43,000.00 together with any interest as set forth herein, on March 15, 2019 (the “Maturity
Date”), including interest on the unpaid principal balance hereof at the rate of eight percent (8%)(the “Interest
Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at
maturity or upon acceleration or by prepayment. This Note may not be prepaid in whole or in part except as otherwise explicitly
set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate
of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest
shall commence accruing on the date that the Holder pays the full Purchase Price to the Borrower and shall be computed on the
basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common
stock, $0.00001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful
money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower
by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined,
shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which
this Note was originally issued (the “Purchase Agreement”).


 


This
Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.


 


The
following terms shall apply to this Note:


 




    	 



     


    


 


ARTICLE
I. CONVERSION RIGHTS


 


1.1
Conversion Right. The Holder shall have
the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following
the date of this Note and ending on the later of: (i) the Maturity Date, or (ii) the date of payment of the Default Amount (as
defined in Article III), each in respect of the remaining outstanding principal amount of this Note to convert all or any part
of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such
Common Stock exists on the Issue Date, or, in the event of a recapitalization or merger, any shares of capital stock or other
securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the
“Conversion Price”) determined as provided herein (a “Conversion”) [The foregoing is not a ratchet provision;
in the event of a recapitalization or merger, if common shareholder receive any other shares or interests, i.e., shares of a different
issuer in the event of a merger, the Note will convert into such shares. That is the Note conversion rights will follow the merger.];
provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of
that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the
Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the
unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a
limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock
issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made,
would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock.
For purposes of the proviso 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 (the “Exchange Act”), and Regulations 13D-G thereunder,
except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth
in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of
this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in
effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”),
delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted
by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00
p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion
is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount”
means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion
plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the
Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately
preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections
1.4 hereof.


 


1.2
Conversion Price. The conversion price
(the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein). The “Variable Conversion
Price” shall mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). “Market
Price” means the average of the lowest five (5) VWAP’s (as defined below) for the Common Stock during the ten (10)
Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “VWAP” shall mean the ending
daily dollar volume-weighted average sale price for the Common Stock on the Principal Market on any particular Trading Day during
the period beginning at 9:30 a.m., New York City Time (or such other time as the Principal Market publicly announces is the official
open of trading), and ending at 4:00 p.m., New York City Time (or such other time as the Principal Market publicly announces is
the official close of trading), as reported by Bloomberg through its “Volume at Price” functions or, if the foregoing
does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin
board for such security during the period beginning at 9:30 a.m., New York City Time (or such other time as the Principal Market
publicly announces is the official open of trading), and ending at 4:00 p.m., New York City Time (or such other time as the Principal
Market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average
price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing
ask price of any of the market makers for such security as reported in the OTCBB or the “pink sheets” by the National
Quotation Bureau, Inc. If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP
of such security on such date shall be the fair market value as mutually determined by the Company and the holder of the Note.
All such determinations of VWAP shall to be appropriately and equitably adjusted in accordance with the provisions set forth herein
for any stock split, stock combination or other similar transaction occurring during any period used to determine the Market Price
(or other period utilizing VWAPs). “Trading Day” shall mean a day on which there is trading on the Principal Market.
“Principal Market” shall mean the OTCBB or such other principal market, exchange or electronic quotation system on
which the Common Stock is then listed for trading.


 




    	2



     


    

 





1.3
Authorized Shares. The Borrower covenants
that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a
sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion
of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved
four and one half times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99%
limitation set forth in Section 1.1 is not in effect) (based on the respective Conversion Price of the Note (as defined in Section
1.2) in effect from time to time, initially 201,143,451) (the “Reserved Amount”).
The Reserved Amount shall be increased (or decreased with the written consent of the Holder) from time to time in accordance with
the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued,
fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure
which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion
Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares
of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i)
acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion
of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are
charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock
in accordance with the terms and conditions of this Note.


 


If,
at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of
the Note.


 


1.4
Method of Conversion.


 


(a)
Mechanics of Conversion. As set forth
in Section 1.1 hereof, from time to time, and at any time during the period beginning on the date which is one hundred eighty
(180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the
Default Amount, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date,
by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched
on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note
at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).


 


(b)
Surrender of Note Upon Conversion. Notwithstanding
anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall
not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so
converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such
conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical
surrender of this Note upon each such conversion.


 




    	3



     


    

 


(c)
Delivery of Common Stock Upon Conversion.
Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication)
of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and
deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon
such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion
of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.
Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock
issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall
be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect
to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other
securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion
as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and
unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect
to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay
in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other
circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.


 


(d)
Delivery of Common Stock by Electronic Transfer.
In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating
in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request
of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer
agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s
Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.


 


(e)
Failure to Deliver Common Stock Prior to Deadline.
Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief,
the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline
(3 business days after receipt of Conversion Notice) due to action and/or inaction of the Borrower, the Borrower shall pay to
the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the
“Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result
of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts
of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month
following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day
of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event
interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible
into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right
to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult
if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section
1.4(e) are justified.


 




    	4



     


    

 


1.5
 Concerning the Shares. The shares of Common
Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective
registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished by the Holder with an
opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions)
to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration
(such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate”
(as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section
1.5 and who is an Accredited Investor (as defined in the Purchase Agreement).


 


After
180 days pursuant to Rule 144, any restrictive legend on certificates representing shares of Common Stock issuable upon conversion
of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend
if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance
and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such
Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or
transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered
for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an
exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder
with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline, it
will be considered an Event of Default pursuant to Section 3.2 of the Note.


 


1.6
Effect of Certain Events.


 


(a)
Effect of Merger, Consolidation, Etc.
At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the
effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of
the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other
Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined
in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition
to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual,
corporation, limited liability company, partnership, association, trust or other entity or organization.


 




    	5



     


    

 


(b)
Adjustment Due to Merger, Consolidation, Etc.
If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger,
consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common
Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities
of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower
other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have
the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu
of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder
would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction
(without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made
with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without
limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note)
shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable
upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first
gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice)
of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of,
such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during
which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the
Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive
consolidations, mergers, sales, transfers or share exchanges.


 


(c)
Adjustment Due to Distribution. If the
Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as
a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s
shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”),
then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders
entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to
the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the
record date for the determination of shareholders entitled to such Distribution. [NOTE: This is not a ratchet provision, it simply
prohibits the issuer from affecting a distribution of assets or stock while attempting to avoid conversion or payment of the note
(i.e., in the event of an asset distribution which renders the company a shell company, without the foregoing language, although
it would be a default, the note holder would be left with little other remedies to attempt to be repaid from the spin off entity).
Note that the language does not change the conversion price formula.]


 


1.7
Prepayment. Notwithstanding anything to
the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph
(the “Prepayment Periods”), the Borrower shall have the right, exercisable on not more than three (3) Trading Days
prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance
with this Section 1.7. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to
the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the
Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment
Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the
Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing
to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional
Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an
amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this
paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this
Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus
(y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder
pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”). If the Borrower delivers an Optional Prepayment
Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the
Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.7.


 




    	6



     


    

 


	Prepayment
    Period	 	Prepayment
    Percentage
	1.
                                         The period beginning on the Issue Date and ending on the date which is thirty (30) days
                                         following the Issue Date.
	 	110%
	2.
                                         The period beginning on the date which is thirty-one (31)
                                         days following the Issue Date and ending on the date which is sixty (60) days following
                                         the Issue Date.
	 	115%
	3.
                                         The period beginning on the date which is sixty-one

        (61)
        days following the Issue Date and ending on the date which is ninety (90) days following the Issue Date.
	 	120%
	4.
                                         The period beginning on the date that is ninety-one (91)
                                         day from the Issue Date and ending one hundred twenty (120) days following the Issue
                                         Date.
	 	125%
	5.
                                         The period beginning on the date that is one hundred twenty-one (121) day from the Issue
                                         Date and ending one hundred

        fifty
        (150) days following the Issue Date.
	 	130%
	6.
                                         The period beginning on the date that is one hundred fifty-one (151) day from the Issue
                                         Date and ending one hundred eighty (180) days following the Issue Date.
	 	135%


 


After
the expiration of one hundred eighty (180) days following the Issue Date, the Borrower shall have no right of prepayment.


 


ARTICLE
II. CERTAIN COVENANTS


 


2.1
Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, sell, lease
or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition
of any assets may not be unreasonably withheld as long as such disposition does not render the Borrower a “shell company”
as such term is defined in Rule 144.


 


ARTICLE
III. EVENTS OF DEFAULT


 


If
any of the following events of default (each, an “Event of Default”) shall occur:


 


3.1
Failure to Pay Principal and Interest.
The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity or upon acceleration
and such breach continues for a period of five (5) days after written notice from the Holder.


 




    	7



     


    

 


3.2
Conversion and the Shares. The Borrower
fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation
to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails
to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares
of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,
the Borrower directs its transfer agent not to transfer or delays, impairs, and/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
any stop transfer instructions in respect thereof) 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 the obligations described in this paragraph) and any such failure shall continue uncured
(or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3)
business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current
in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed,
hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder
advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid
by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.


 


3.3
Breach of Covenants. The Borrower breaches
any material covenant or other material term or condition contained in this Note and any collateral documents including but not
limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the
Borrower from the Holder.


 


3.4
Breach of Representations and Warranties.
Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant
hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any
material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the
rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.5
Receiver or Trustee. The Borrower or any
subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of
a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise
be appointed.


 


3.6
Bankruptcy. Bankruptcy, insolvency, reorganization
or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for
the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.


 


3.7
Delisting of Common Stock. The Borrower
shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms
maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market,
the New York Stock Exchange, or the American Stock Exchange.


 


3.8
Failure to Comply with the Exchange Act.
The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject
to the reporting requirements of the Exchange Act.


 


3.9
Liquidation. Any dissolution, liquidation,
or winding up of Borrower or any substantial portion of its business.


 




    	8



     


    

 


3.10
Cessation of Operations. Any cessation
of operations by Borrower rendering the Borrower a “shell company” as such term is defined in Rule 144, or Borrower
admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the
Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its
debts as they become due.


 


3.11
Financial Statement Restatement. The restatement
of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date
or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated
financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase
Agreement.


 


3.12
 Replacement of Transfer Agent. In the
event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of
such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase
Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed
by the successor transfer agent to Borrower and the Borrower.


 


3.13
Cross-Default. Notwithstanding anything
to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any
covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure
or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which
event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of
this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements”
means, collectively, all agreements and instruments between, among or by: (1) the
Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory
notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this
Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future
debt of Borrower to the Holder.


 


Upon
the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to
pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable
and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum
(as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE
SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER,
AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation
of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon
when due on this Note or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, and/or 3.14 exercisable through the delivery
of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default
specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity
Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder,
in full satisfaction of its obligations hereunder, an amount equal to 150% times the sum of (w) the then outstanding
principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date
of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to
in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then
outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z)
shall collectively be known as the “Default Amount”) and all other amounts payable hereunder shall immediately become
due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs,
including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other
rights and remedies available at law or in equity.


 




    	9



     


    

 


If
the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable
and the details of the determination of such amount, then the Holder shall have the right at any time, so long as the Borrower
remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon
written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal
to the Default Amount divided by the Conversion Price then in effect.


 


ARTICLE
IV. MISCELLANEOUS


 


4.1
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 other or further exercise thereof or of
any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any
rights or remedies otherwise available.


 


4.2
Notices. All notices, demands, requests,
consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified
herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage
prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram,
or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written
notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand
delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address
or number designated below (if delivered on a business day during normal business hours where such notice is to be received),
or the first business day following such delivery (if delivered other than on a business day during normal business hours where
such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:


 


If
to the Borrower, to:


 


LIBERTY
STAR URANIUM & METALS CORP.


5610
E. Sutler Lane


Tucson,
Arizona 85712


Attn:
James A. Briscoe, Chief Executive Officer, Chief Financial Officer and President


Fax:


Email:
pmadaris@libertystaruranium.com


 




    	10



     


    

 


If
to the Holder:


 


POWER
UP LENDING GROUP LTD.


111
Great Neck Road, Suite 214


Great
Neck, NY 11021


Attn:
Curt Kramer, Chief Executive Officer


e-mail:
info@poweruplending.com


 


With
a copy by fax only to (which copy shall not constitute notice):


 


Naidich
Wurman LLP


111
Great Neck Road, Suite 216


Great Neck, NY 11021


Attn:
Allison Naidich


facsimile: 516-466-3555


e-mail:
allison@nwlaw.com


 


4.3
Amendments. This Note and any provision
hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and
all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to
the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.4
Assignability. This Note shall be binding
upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns.
Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange
Commission). Notwithstanding anything in this Note to the contrary, this Note may be assigned by the Holder without the consent
of the Borrower.


 


4.5
Cost of Collection. If default is made
in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’
fees.


 


4.6
Governing Law. This Note shall be governed
by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state
courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Note hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack
of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any
provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall
be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this
Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note
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 other manner permitted by law.


 




    	11



     


    

 


4.7
Purchase Agreement. By
its acceptance of this Note, each party agrees to be bound
by the applicable terms of the Purchase Agreement.


 


4.8
Remedies. The Borrower
acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly,
the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees,
in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled,
in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction
or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions
thereof, without the necessity of showing economic loss and without any bond or other security being required.


 


IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on May 29, 2018.


 


	LIBERTY
    STAR URANIUM & METALS CORP.	 
	 	 
	BY:	/s/
    James Briscoe	 
	 	James
    A. Briscoe	 
	 	Chief
    Executive Officer, Chief Financial Officer and President	 


 




    	12



     


    

 


EXHIBIT
A — NOTICE OF CONVERSION


 





The
undersigned hereby elects to convert $_____________principal amount of the Note (defined below) into that number of shares
of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of LIBERTY
STAR URANIUM & METALS CORP., a Nevada corporation (the “Borrower”) according to the conditions of the convertible
note of the Borrower dated as of May 29, 2018 (the “Note”), as of the date written below. No fee will be charged to
the Holder for any conversion, except for transfer taxes, if any.


 


Box
Checked as to applicable instructions:


 


	 	[  ]	The
    Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the
    undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
	 	 	 
	 	 	Name
    of DTC Prime Broker: 
	 	 	Account
    Number:
	 	 	 
	 	[  ]
    	The
    undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock
    set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately
    below or, if additional space is necessary, on an attachment hereto:


 


	 	POWER
    UP LENDING GROUP LTD.	 	 
	 	111
                                         Great Neck Road, Suite 214

                                                                              Great
                                         Neck, NY 11021

                                                                              Attention:
                                         Certificate Delivery
	 	 
	 	e-mail:
    info@poweruplendinggroup.com	 	 
	 	 	 	 
	 	Date
    of conversion:	 ______________	 
	 	Applicable
    Conversion Price:	$______________	 
	 	

                                                                              Number
                                         of shares of common stock to be issued

                                                                              pursuant
                                         to conversion of the Notes:
	 ______________	 
	 	

                                                                              Amount
                                         of Principal Balance due remaining

                                                                              under
                                         the Note after this conversion:
	 ______________	 


 


	POWER
    UP LENDING GROUP LTD.	 
	 	 	 
	By:	 	 
	Name:	Curt
    Kramer	 
	Title:
    	Chief
    Executive Officer	 
	Date:	__________________	 





 




    	13