Liberty Star Uranium & Metals Corp.: Exhibit 10.40 - Filed by newsfilecorp.com





AMENDMENT NO. 1 TO

INVESTMENT AGREEMENT 

           
This AMENDMENT NO.1 TO INVESTMENT AGREEMENT (this “Amendment”)
dated as of May 1, 2012 (the “Effective Date”) is entered into by and
among Liberty Star Uranium & Metals Corporation, a Nevada corporation with
its principal executive office at 5610 E. Sutler Lane, Tucson, Arizona 85712
(the "Company"), and Fairhills Capital Offshore Ltd, a Cayman Islands
exempted company (the "Investor"), with its principal executive officers
at 245 Main Street, Suite 302, White Plains, NY 10601. 

RECITALS 

            WHEREAS,
on January 19, 2012, the Company and the Investor entered into an Investment
Agreement, attached hereto as Exhibit A, pursuant to which the Investor agreed
to invest up to Ten Million Dollars ($10,000,000) in the purchase of the
Company's common stock (the “Investment Agreement”); and 

            WHEREAS,
the Company and the Investor seek to amend the Investment Agreement to remove a
reference to the Investor’s ability to terminate the Investment Agreement upon
thirty (30) days written notice;

            NOW,
THEREFORE, in consideration of the foregoing, and of the mutual representations,
warranties, covenants, and agreements herein contained, the parties hereto agree
as follows: 

AGREEMENT

            Section
1. Defined Terms. Unless otherwise indicated herein, all terms which are
capitalized but are not otherwise defined herein shall have the meaning ascribed
to them in the Investment Agreement. 

            Section
2. Amendment to Investment Agreement. Section 8 of the Investment
Agreement is hereby amended and restated in its entirety as follows: 

            
This Agreement shall terminate upon any of the following events:

            8.1       
when the Investor has purchased an aggregate of Ten Million dollars
($10,000,000) in the Common Stock of the Company pursuant to this Agreement; or


           
8.2        on the date which
is thirty-six (36) months after the Effective Date;

           
8.3        at such time that
the Registration Statement is no longer in effect; or 

           
8.4        the
Company may terminate this Agreement by providing 30 days notice of termination
to the Investor. 




            Any and all shares, or penalties, if any, due under this
Agreement shall be immediately payable and due upon termination of the Line.

           
Section 3.       
Ratifications; Inconsistent Provisions. Except as otherwise expressly
provided herein, the Investment Agreement, is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects, except
that on and after the Effective Date: (i) all references in the Investment
Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like
import referring to the Investment Agreement shall mean the Investment Agreement
as amended by this Amendment. Notwithstanding the foregoing to the contrary, to
the extent that there is any inconsistency between the provisions of the
Investment Agreement and this Amendment, the provisions of this Amendment shall
control and be binding. 

            Section
4.       
Counterparts. This Amendment may be executed in any number of
counterparts, all of which will constitute one and the same instrument and shall
become effective when one or more counterparts have been signed by each of the
parties and delivered to the other party. Facsimile or other electronic
transmission of any signed original document shall be deemed the same as
delivery of an original. 

[Signatures follow on next page] 

2 




            IN
WITNESS WHEREOF, the Fairhills Offshore Capital Ltd. and Liberty Star Uranium
& Metals Corporation have caused this Amendment to be duly executed as of
the date first written above. 

FAIRHILLS OFFSHORE CAPITAL LTD 

	By: 	/s/ Edward Bronson	 
	 	Edward Bronson 	 
	 	Senior Managing Member 	 


LIBERTY STAR URANIUM & METALS CORPORATION 

	By: 	/s/ James Briscoe	 
	 	James Briscoe 	 
	 	Chief Executive Officer 	 






Exhibit A

[Investment Agreement]