Filed by sedaredgar.com - Liberty Star Uranium & Metals Corp. - Exhibit 10.5






NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
[CONVERTIBLE –OR-EXERCISABLE] 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 (I) 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 OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A
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. 

Right to Purchase 135,300,400 shares
of Common Stock of Liberty Star Uranium & Metals Corp. (subject to
adjustment as provided herein) 

CLASS A COMMON STOCK PURCHASE WARRANT 

	No. 2009-A-001 	Issue Date: August 14, 2009



          LIBERTY
STAR URANIUM & METALS CORP., a corporation organized under the laws of the
State of Nevada (the “Company”), hereby certifies that, for value received,
ALPHA CAPITAL ANSTALT, Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein, Fax:
011-42-32323196, or its assigns (the “Holder”), is entitled, subject to the
terms set forth below, to purchase from the Company at any time after the Issue
Date until 5:00 p.m., E.S.T on the sixth anniversary of the Issue Date (the
“Expiration Date”), up to 135,300,400 fully paid and nonassessable shares of
Common Stock at a per share purchase price of $0.005. The aforedescribed
purchase price per share, as adjusted from time to time as herein provided, is
referred to herein as the “Purchase Price." The number and character of such
shares of Common Stock and the Purchase Price are subject to adjustment as
provided herein. The Company may reduce the Purchase Price for some or all of
the Warrants, temporarily or permanently, provided such reduction is made as to
all outstanding Warrants for all Holders of such Warrants. Capitalized terms
used and not otherwise defined herein shall have the meanings set forth in that
certain Subscription Agreement (the “Subscription Agreement”), dated as
of August ____, 2009, entered into by the Company and the Holder. The Company
may reduce the Purchase Price for some or all of the Warrants issued under the
Subscription Agreement, temporarily or permanently, provided such reduction is
made as to all outstanding Warrants for all Holders of such Warrants. 

          As
used herein the following terms, unless the context otherwise requires, have the
following respective meanings:

          (a)      The
term “Company” shall mean Liberty Star Uranium & Metals Corp., a Nevada
corporation, and any corporation which shall succeed or assume the obligations
of Liberty Star Uranium & Metals Corp. hereunder.

          (b)     
The term “Common Stock” includes (i) the Company's Common Stock, $0.001 par
value per share, as authorized on the date of the Subscription Agreement, and
(ii) any other securities into which or for which any of the securities
described in (i) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise. 




NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
[CONVERTIBLE –OR-EXERCISABLE] 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 (I) 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 OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A
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. 

Right to Purchase 30,738,800 shares of
Common Stock of Liberty Star Uranium & Metals Corp. (subject to adjustment
as provided herein) 

CLASS A COMMON STOCK PURCHASE WARRANT 

	No. 2009-A-002 	Issue Date: August 14, 2009



          LIBERTY
STAR URANIUM & METALS CORP., a corporation organized under the laws of the
State of Nevada (the “Company”), hereby certifies that, for value received,
HARBORVIEW MASTER FUND L.P., Harbor House, 2nd Floor, Waterfront
Drive, Road Town, Tortola, BVI, Fax: (284) 494--4771, or its assigns (the
“Holder”), is entitled, subject to the terms set forth below, to purchase from
the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the sixth
anniversary of the Issue Date (the “Expiration Date”), up to 30,738,800 fully
paid and nonassessable shares of Common Stock at a per share purchase price of
$0.005. The aforedescribed purchase price per share, as adjusted from time to
time as herein provided, is referred to herein as the “Purchase Price." The
number and character of such shares of Common Stock and the Purchase Price are
subject to adjustment as provided herein. The Company may reduce the Purchase
Price for some or all of the Warrants, temporarily or permanently, provided such
reduction is made as to all outstanding Warrants for all Holders of such
Warrants. Capitalized terms used and not otherwise defined herein shall have the
meanings set forth in that certain Subscription Agreement (the “Subscription
Agreement”), dated as of August ____, 2009, entered into by the Company and
the Holder. The Company may reduce the Purchase Price for some or all of the
Warrants issued under the Subscription Agreement, temporarily or permanently,
provided such reduction is made as to all outstanding Warrants for all Holders
of such Warrants. 

          As
used herein the following terms, unless the context otherwise requires, have the
following respective meanings:

          (a)      The
term “Company” shall mean Liberty Star Uranium & Metals Corp., a Nevada
corporation, and any corporation which shall succeed or assume the obligations
of Liberty Star Uranium & Metals Corp. hereunder.

          (b)     
The term “Common Stock” includes (i) the Company's Common Stock, $0.001 par
value per share, as authorized on the date of the Subscription Agreement, and
(ii) any other securities into which or for which any of the securities
described in (i) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise. 




NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
[CONVERTIBLE –OR-EXERCISABLE] 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 (I) 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 OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A
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. 

Right to Purchase 50,446,400 shares of
Common Stock of Liberty Star Uranium & Metals Corp. (subject to adjustment
as provided herein) 

CLASS A COMMON STOCK PURCHASE WARRANT 

	No. 2009-A-003 	Issue Date: August 14, 2009



          LIBERTY
STAR URANIUM & METALS CORP., a corporation organized under the laws of the
State of Nevada (the “Company”), hereby certifies that, for value received,
PLATINUM PARTNERS LONG TERM GROWTH VI, 152 West 57th Street, New
York, NY 10019, or its assigns (the “Holder”), is entitled, subject to the terms
set forth below, to purchase from the Company at any time after the Issue Date
until 5:00 p.m., E.S.T on the sixth anniversary of the Issue Date (the
“Expiration Date”), up to 50,446,400 fully paid and nonassessable shares of
Common Stock at a per share purchase price of $0.005. The aforedescribed
purchase price per share, as adjusted from time to time as herein provided, is
referred to herein as the “Purchase Price." The number and character of such
shares of Common Stock and the Purchase Price are subject to adjustment as
provided herein. The Company may reduce the Purchase Price for some or all of
the Warrants, temporarily or permanently, provided such reduction is made as to
all outstanding Warrants for all Holders of such Warrants. Capitalized terms
used and not otherwise defined herein shall have the meanings set forth in that
certain Subscription Agreement (the “Subscription Agreement”), dated as
of August ____, 2009, entered into by the Company and the Holder. The Company
may reduce the Purchase Price for some or all of the Warrants issued under the
Subscription Agreement, temporarily or permanently, provided such reduction is
made as to all outstanding Warrants for all Holders of such Warrants. 

          As
used herein the following terms, unless the context otherwise requires, have the
following respective meanings:

          (a)     
The term “Company” shall mean Liberty Star Uranium & Metals Corp., a Nevada
corporation, and any corporation which shall succeed or assume the obligations
of Liberty Star Uranium & Metals Corp. hereunder.

          (b)      The
term “Common Stock” includes (i) the Company's Common Stock, $0.001 par value
per share, as authorized on the date of the Subscription Agreement, and (ii) any
other securities into which or for which any of the securities described in (i)
may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise. 




NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
[CONVERTIBLE –OR-EXERCISABLE] 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 (I) 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 OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A
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. 

Right to Purchase 8,742,800 shares of
Common Stock of Liberty Star Uranium & Metals Corp. (subject to adjustment
as provided herein) 

CLASS A COMMON STOCK PURCHASE WARRANT 

	No. 2009-A-004 	Issue Date: August 14, 2009



          LIBERTY
STAR URANIUM & METALS CORP., a corporation organized under the laws of the
State of Nevada (the “Company”), hereby certifies that, for value received, BRIO
CAPITAL LP, 401 East 34th Street, Suite South 33C, New York, NY
10016, Fax: (646) 390-2158, or its assigns (the “Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company at any time after the
Issue Date until 5:00 p.m., E.S.T on the sixth anniversary of the Issue Date
(the “Expiration Date”), up to 8,742,800 fully paid and nonassessable shares of
Common Stock at a per share purchase price of $0.005. The aforedescribed
purchase price per share, as adjusted from time to time as herein provided, is
referred to herein as the “Purchase Price." The number and character of such
shares of Common Stock and the Purchase Price are subject to adjustment as
provided herein. The Company may reduce the Purchase Price for some or all of
the Warrants, temporarily or permanently, provided such reduction is made as to
all outstanding Warrants for all Holders of such Warrants. Capitalized terms
used and not otherwise defined herein shall have the meanings set forth in that
certain Subscription Agreement (the “Subscription Agreement”), dated as
of August ____, 2009, entered into by the Company and the Holder. The Company
may reduce the Purchase Price for some or all of the Warrants issued under the
Subscription Agreement, temporarily or permanently, provided such reduction is
made as to all outstanding Warrants for all Holders of such Warrants. 

          As
used herein the following terms, unless the context otherwise requires, have the
following respective meanings:

          (a)      The
term “Company” shall mean Liberty Star Uranium & Metals Corp., a Nevada
corporation, and any corporation which shall succeed or assume the obligations
of Liberty Star Uranium & Metals Corp. hereunder.

          (b)      The
term “Common Stock” includes (i) the Company's Common Stock, $0.001 par value
per share, as authorized on the date of the Subscription Agreement, and (ii) any
other securities into which or for which any of the securities described in (i)
may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise. 




NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
[CONVERTIBLE –OR-EXERCISABLE] 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 (I) 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 OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A
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. 

Right to Purchase 10,442,400 shares of
Common Stock of Liberty Star Uranium & Metals Corp. (subject to adjustment
as provided herein) 

CLASS A COMMON STOCK PURCHASE WARRANT 

	No. 2009-A-005 	Issue Date: August 14, 2009



          LIBERTY
STAR URANIUM & METALS CORP., a corporation organized under the laws of the
State of Nevada (the “Company”), hereby certifies that, for value received,
DOUBLE U MASTER FUND L.P., Harbor House, 2nd Floor, Waterfront Drive,
Road Town, Tortola, BVI, Fax: (284) 494-4771, or its assigns (the “Holder”), is
entitled, subject to the terms set forth below, to purchase from the Company at
any time after the Issue Date until 5:00 p.m., E.S.T on the sixth anniversary of
the Issue Date (the “Expiration Date”), up to 10,442,400 fully paid and
nonassessable shares of Common Stock at a per share purchase price of $0.005.
The aforedescribed purchase price per share, as adjusted from time to time as
herein provided, is referred to herein as the “Purchase Price." The number and
character of such shares of Common Stock and the Purchase Price are subject to
adjustment as provided herein. The Company may reduce the Purchase Price for
some or all of the Warrants, temporarily or permanently, provided such reduction
is made as to all outstanding Warrants for all Holders of such Warrants.
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in that certain Subscription Agreement (the “Subscription
Agreement”), dated as of August ____, 2009, entered into by the Company and
the Holder. The Company may reduce the Purchase Price for some or all of the
Warrants issued under the Subscription Agreement, temporarily or permanently,
provided such reduction is made as to all outstanding Warrants for all Holders
of such Warrants. 

          As
used herein the following terms, unless the context otherwise requires, have the
following respective meanings:

          (a)     
The term “Company” shall mean Liberty Star Uranium & Metals Corp., a Nevada
corporation, and any corporation which shall succeed or assume the obligations
of Liberty Star Uranium & Metals Corp. hereunder.

          (b)     
The term “Common Stock” includes (i) the Company's Common Stock, $0.001 par
value per share, as authorized on the date of the Subscription Agreement, and
(ii) any other securities into which or for which any of the securities
described in (i) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise. 




NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
[CONVERTIBLE –OR-EXERCISABLE] 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 (I) 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 OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A
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. 

Right to Purchase 10,329,200 shares of
Common Stock of Liberty Star Uranium & Metals Corp. (subject to adjustment
as provided herein) 

CLASS A COMMON STOCK PURCHASE WARRANT 

	No. 2009-A-006 	Issue Date: August 14, 2009



          LIBERTY
STAR URANIUM & METALS CORP., a corporation organized under the laws of the
State of Nevada (the “Company”), hereby certifies that, for value received,
IROQUOIS MASTER FUND LTD., c/o Iroquois Capital Management, LLC, 641 Lexington
Avenue, 26th Floor, New York, NY 10022, Fax: (212) 207-3452, or its
assigns (the “Holder”), is entitled, subject to the terms set forth below, to
purchase from the Company at any time after the Issue Date until 5:00 p.m.,
E.S.T on the sixth anniversary of the Issue Date (the “Expiration Date”), up to
10,329,200 fully paid and nonassessable shares of Common Stock at a per share
purchase price of $0.005. The aforedescribed purchase price per share, as
adjusted from time to time as herein provided, is referred to herein as the
“Purchase Price." The number and character of such shares of Common Stock and
the Purchase Price are subject to adjustment as provided herein. The Company may
reduce the Purchase Price for some or all of the Warrants, temporarily or
permanently, provided such reduction is made as to all outstanding Warrants for
all Holders of such Warrants. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Subscription Agreement
(the “Subscription Agreement”), dated as of August ____, 2009, entered
into by the Company and the Holder. The Company may reduce the Purchase Price
for some or all of the Warrants issued under the Subscription Agreement,
temporarily or permanently, provided such reduction is made as to all
outstanding Warrants for all Holders of such Warrants. 

          As
used herein the following terms, unless the context otherwise requires, have the
following respective meanings:

          (a)      The
term “Company” shall mean Liberty Star Uranium & Metals Corp., a Nevada
corporation, and any corporation which shall succeed or assume the obligations
of Liberty Star Uranium & Metals Corp. hereunder.

          (b)      The
term “Common Stock” includes (i) the Company's Common Stock, $0.001 par value
per share, as authorized on the date of the Subscription Agreement, and (ii) any
other securities into which or for which any of the securities described in (i)
may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise. 




          (c)      The
term “Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the
holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 4 or otherwise.

          (d)     
The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of
this Warrant. 

          1.      Exercise
of Warrant. 

                    1.1.      Number
of Shares Issuable upon Exercise. From and after the Issue Date through and
including the Expiration Date, the Holder hereof shall be entitled to receive,
upon exercise of this Warrant in whole in accordance with the terms of
subsection 1.2 or upon exercise of this Warrant in part in accordance with
subsection 1.3, shares of Common Stock of the Company, subject to adjustment
pursuant to Section 4. 

                    1.2.      Full
Exercise. This Warrant may be exercised in full by the Holder hereof by
delivery of an original or facsimile copy of the form of subscription attached
as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder and
delivery within two days thereafter of payment, in cash, wire transfer or by
certified or official bank check payable to the order of the Company, in the
amount obtained by multiplying the number of shares of Common Stock for which
this Warrant is then exercisable by the Purchase Price then in effect. The
original Warrant is not required to be surrendered to the Company until it has
been fully exercised.

                    1.3.      Partial
Exercise. This Warrant may be exercised in part (but not for a fractional
share) by delivery of a Subscription Form in the manner and at the place
provided in subsection 1.2 except that the amount payable by the Holder on such
partial exercise shall be the amount obtained by multiplying (a) the number of
whole shares of Common Stock designated by the Holder in the Subscription Form
by (b) the Purchase Price then in effect. On any such partial exercise provided
the Holder has surrendered the original Warrant, the Company, at its expense,
will forthwith issue and deliver to or upon the order of the Holder hereof a new
Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may request, the whole
number of shares of Common Stock for which such Warrant may still be exercised.


                    1.4.     
Fair Market Value. Fair Market Value of a share of Common Stock as of a
particular date (the "Determination Date") shall mean:

                              (a)     
If the Company's Common Stock is traded on an exchange or is quoted on the
NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market,
the New York Stock Exchange or the American Stock Exchange, LLC, then the
average of the closing sale prices of the Common Stock for the five (5) Trading
Days immediately prior to (but not including) the Determination Date; 

                              (b)      If
the Company's Common Stock is not traded on an exchange or on the NASDAQ Global
Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York
Stock Exchange or the American Stock Exchange, Inc., but is traded on the OTC
Bulletin Board or in the over-the-counter market, then the average of the
closing bid and ask prices reported for the five (5) Trading Days immediately
prior to (but not including) the Determination Date; 

                              (c)      Except
as provided in clause (d) below and Section 3.1, if the Company's Common Stock
is not publicly traded, then as the Holder and the Company agree, or in the
absence of such an agreement, by arbitration in accordance with the rules then
standing of the American Arbitration 




Association, before a single arbitrator to be chosen from a
panel of persons qualified by education and training to pass on the matter to be
decided; or 

                               (d)     
If the Determination Date is the date of a liquidation, dissolution or winding
up, or any event deemed to be a liquidation, dissolution or winding up pursuant
to the Company's charter, then all amounts to be payable per share to holders of
the Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for the
purposes of this clause (d) that all of the shares of Common Stock then issuable
upon exercise of all of the Warrants are outstanding at the Determination Date.


                    1.5.      Company
Acknowledgment. The Company will, at the time of the exercise of the
Warrant, upon the request of the Holder hereof, acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such Holder any such rights. 

                    1.6.      Delivery
of Stock Certificates, etc. on Exercise. The Company agrees that, provided
the full purchase price listed in the Subscription Form is received as specified
in Section 1.2, the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner of
such shares as of the close of business on the date on which delivery of a
Subscription Form shall have occurred and payment made for such shares as
aforesaid. As soon as practicable after the exercise of this Warrant in full or
in part, and in any event within three (3) business days thereafter (“Warrant
Share Delivery Date”), the Company at its expense (including the payment by it
of any applicable issue taxes) will cause to be issued in the name of and
delivered to the Holder hereof, or as such Holder (upon payment by such Holder
of any applicable transfer taxes) may direct in compliance with applicable
securities laws, a certificate or certificates for the number of duly and
validly issued, fully paid and non-assessable shares of Common Stock (or Other
Securities) to which such Holder shall be entitled on such exercise, plus, in
lieu of any fractional share to which such Holder would otherwise be entitled,
cash equal to such fraction multiplied by the then Fair Market Value of one full
share of Common Stock, together with any other stock or other securities and
property (including cash, where applicable) to which such Holder is entitled
upon such exercise pursuant to Section 1 or otherwise. The Company understands
that a delay in the delivery of the Warrant Shares after the Warrant Share
Delivery Date could result in economic loss to the Holder. As compensation to
the Holder for such loss, the Company agrees to pay (as liquidated damages and
not as a penalty) to the Holder for late issuance of Warrant Shares upon
exercise of this Warrant the proportionate amount of $100 per business day after
the Warrant Share Delivery Date for each $10,000 of Purchase Price of Warrant
Shares for which this Warrant is exercised which are not timely delivered. The
Company shall pay any payments incurred under this Section in immediately
available funds upon demand. Furthermore, in addition to any other remedies
which may be available to the Holder, in the event that the Company fails for
any reason to effect delivery of the Warrant Shares by the Warrant Share
Delivery Date, the Holder may revoke all or part of the relevant Warrant
exercise by delivery of a notice to such effect to the Company, whereupon the
Company and the Holder shall each be restored to their respective positions
immediately prior to the exercise of the relevant portion of this Warrant,
except that the liquidated damages described above shall be payable through the
date notice of revocation or rescission is given to the Company.

                    1.7.      Buy-In.
In addition to any other rights available to the Holder, if the Company fails to
deliver to a Holder the Warrant Shares as required pursuant to this Warrant,
within seven (7) business days after the Warrant Share Delivery Date and the
Holder or a broker on the Holder’s behalf, purchases (in an open market
transaction or otherwise) shares of common stock to deliver in satisfaction of a
sale by such Holder of the Warrant Shares which the Holder was entitled to
receive from the Company (a "Buy-In"), then the Company shall pay in cash
to the Holder (in addition to any remedies available to or elected by the
Holder) the amount by which (A) the Holder's total purchase price (including
brokerage commissions, if any) for the shares of common stock so purchased
exceeds (B) the 




aggregate Purchase Price of the Warrant Shares required to have
been delivered together with interest thereon at a rate of 15% per annum,
accruing until such amount and any accrued interest thereon is paid in full
(which amount shall be paid as liquidated damages and not as a penalty). For
example, if a Holder purchases shares of Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to $10,000 of Purchase Price of
Warrant Shares to have been received upon exercise of this Warrant, the Company
shall be required to pay the Holder $1,000, plus interest. The Holder shall
provide the Company written notice indicating the amounts payable to the Holder
in respect of the Buy-In. 

          2.     
Cashless Exercise. 

                    (a)      Payment
upon exercise may be made at the option of the Holder either in (i) cash, wire
transfer or by certified or official bank check payable to the order of the
Company equal to the applicable aggregate Purchase Price, (ii) by delivery of
Common Stock issuable upon exercise of the Warrants in accordance with Section
(b) below or (iii) by a combination of any of the foregoing methods, for the
number of Common Stock specified in such form (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable to the holder per the terms of this Warrant) and the holder shall
thereupon be entitled to receive the number of duly authorized, validly issued,
fully-paid and non-assessable shares of Common Stock (or Other Securities)
determined as provided herein. 

                    (b)      Subject
to the provisions herein to the contrary, if the Fair Market Value of one share
of Common Stock is greater than the Purchase Price (at the date of calculation
as set forth below), in lieu of exercising this Warrant for cash, the holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion thereof being cancelled) by delivery of a properly endorsed
Subscription Form delivered to the Company by any means described in Section 13,
in which event the Company shall issue to the holder a number of shares of
Common Stock computed using the following formula: 

	 	  	X=Y (A-B) 
	 	  	           
      A	
	 	 	 	 
	 	Where 	X= 	
      the number of shares of Common Stock to be issued to the
      holder 

	 	 	 	
       

	 		
      Y= 
	
      the number of shares of Common Stock purchasable under
      the Warrant or, if only a portion of the Warrant is being exercised, the
      portion of the Warrant being exercised (at the date of such calculation)
      

	 	 	 	
       

	 	  	A= 	
      Fair Market Value 

	 	 	 	
       

	 	  	B= 	
      Purchase Price (as adjusted to the date of such
      calculation) 



          For
purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood
and acknowledged that the Warrant Shares issued in a cashless exercise
transaction in the manner described above shall be deemed to have been acquired
by the Holder, and the holding period for the Warrant Shares shall be deemed to
have commenced, on the date this Warrant was originally issued pursuant to the
Subscription Agreement. 

          3.      Adjustment
for Reorganization, Consolidation, Merger, etc. 

                    3.1.      Fundamental
Transaction. If, at any time while this Warrant is outstanding, (A) the
Company effects any merger or consolidation of the Company with or into another
entity, (B) the Company effects any sale of all or substantially all of its
assets in one or a series of related transactions, (C) any tender offer or
exchange offer (whether by the Company or another entity) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their
shares for other securities, 




cash or property, (D) the Company consummates a stock purchase
agreement or other business combination (including, without limitation, a
reorganization, recapitalization, or spin-off) with one or more persons or
entities whereby such other persons or entities acquire more than the 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock
held by such other persons or entities making or party to, or associated or
affiliated with the other persons or entities making or party to, such stock
purchase agreement or other business combination), (E) any "person" or "group"
(as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934
Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under
the 1934 Act), directly or indirectly, of 50% of the aggregate Common Stock of
the Company, or (F) the Company effects any reclassification of the Common Stock
or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property
(in any such case, a "Fundamental Transaction"), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each
Warrant Share that would have been issuable upon such exercise immediately prior
to the occurrence of such Fundamental Transaction, at the option of the Holder,
(a) upon exercise of this Warrant, the number of shares of Common Stock of the
successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the "Alternate Consideration")
receivable upon or as a result of such reorganization, reclassification, merger,
consolidation or disposition of assets by a Holder of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
event or (b) if the Company is acquired in (1) a transaction where the
consideration paid to the holders of the Common Stock consists solely of cash,
(2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the 1934 Act, or
(3) a transaction involving a person or entity not traded on a national
securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market
or the Nasdaq Capital Market, cash equal to the Black-Scholes Value. For
purposes of any such exercise, the determination of the Purchase Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such fundamental Transaction, and the Company shall apportion the
Purchase Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it
receives upon any exercise of this Warrant following such Fundamental
Transaction. To the extent necessary to effectuate the foregoing provisions, any
successor to the Company or surviving entity in such Fundamental Transaction
shall issue to the Holder a new warrant consistent with the foregoing provisions
and evidencing the Holder's right to exercise such warrant into Alternate
Consideration. The terms of any agreement pursuant to which a Fundamental
Transaction is effected shall include terms requiring any such successor or
surviving entity to comply with the provisions of this Section 3.1 and insuring
that this Warrant (or any such replacement security) will be similarly adjusted
upon any subsequent transaction analogous to a Fundamental Transaction.
“Black-Scholes Value” shall be determined in accordance with the Black-Scholes
Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i)
a price per share of Common Stock equal to the VWAP of the Common Stock for the
Trading Day immediately preceding the date of consummation of the applicable
Fundamental Transaction, (ii) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the remaining term of this Warrant as
of the date of such request and (iii) an expected volatility equal to the 100
day volatility obtained from the HVT function on Bloomberg L.P. determined as of
the Trading Day immediately following the public announcement of the applicable
Fundamental Transaction. 

                    3.2.      Continuation
of Terms. Upon any reorganization, consolidation, merger or transfer (and
any dissolution following any transfer) referred to in this Section 3, this
Warrant shall continue in full force and effect and the terms hereof shall be
applicable to the Other Securities and property receivable on the exercise of
this Warrant after the consummation of such reorganization, consolidation or
merger or the effective date of dissolution following any such transfer, as the
case may be, and shall be binding upon the issuer of any Other Securities,
including, in the case of any such transfer, the person acquiring all or
substantially all of the properties or assets of the Company, whether or not
such person shall have expressly assumed the terms of this Warrant as provided
in Section 4. In 




the event this Warrant does not continue in full force and
effect after the consummation of the transaction described in this Section 3,
then only in such event will the Company's securities and property (including
cash, where applicable) receivable by the Holder of the Warrants be delivered to
the Trustee as contemplated by Section 3.2. 

                    3.3     
Share Issuance. Until the Expiration Date, if the Company shall issue any
Common Stock except for the Excepted Issuances (as defined in the Subscription
Agreement) and except for the issuances under the 2007 Transaction Documents,
the 2008 Transaction Documents, the 2009 Transaction Documents and the August
2009 Transaction Documents, prior to the complete exercise of this Warrant for a
consideration less than the Purchase Price that would be in effect at the time
of such issue, then, and thereafter successively upon each such issue, the
Purchase Price shall be reduced to such other lower price for then outstanding
Warrants. For purposes of this adjustment, the issuance of any security or debt
instrument of the Company carrying the right to convert such security or debt
instrument into Common Stock or of any warrant, right or option to purchase
Common Stock shall result in an adjustment to the Purchase Price upon the
issuance of the above-described security, debt instrument, warrant, right, or
option if such issuance is at a price lower than the Purchase Price in effect
upon such issuance and again at any time upon any actual, permitted, optional or
allowed issuances of shares of Common Stock upon any actual, permitted, optional
or allowed exercise of such conversion or purchase rights if such issuance is at
a price lower than the Purchase Price in effect upon any actual, permitted,
optional or allowed such issuance. Common Stock issued or issuable by the
Company for no consideration will be deemed issuable or to have been issued for
the par value per share of Common Stock. Upon any reduction of the Purchase
Price, the number of shares of Common Stock that the Holder of this Warrant
shall thereafter, on the exercise hereof, be entitled to receive shall be
adjusted to a number determined by multiplying the number of shares of Common
Stock that would otherwise (but for the provisions of this Section 3.3) be
issuable on such exercise by a fraction of which (a) the numerator is the
Purchase Price that would otherwise (but for the provisions of this Section 3.3)
be in effect, and (b) the denominator is the Purchase Price in effect on the
date of such exercise. 

          4.      Extraordinary
Events Regarding Common Stock. In the event that the Company shall (a) issue
additional shares of the Common Stock as a dividend or other distribution on
outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock,
or (c) combine its outstanding shares of the Common Stock into a smaller number
of shares of the Common Stock, then, in each such event, the Purchase Price
shall, simultaneously with the happening of such event, be adjusted by
multiplying the then Purchase Price by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event, and the product so obtained shall
thereafter be the Purchase Price then in effect. The Purchase Price, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described herein in this Section 4. The number of
shares of Common Stock that the Holder of this Warrant shall thereafter, on the
exercise hereof, be entitled to receive shall be adjusted to a number determined
by multiplying the number of shares of Common Stock that would otherwise (but
for the provisions of this Section 4) be issuable on such exercise by a fraction
of which (a) the numerator is the Purchase Price that would otherwise (but for
the provisions of this Section 4) be in effect, and (b) the denominator is the
Purchase Price in effect on the date of such exercise. 

          5.      Certificate
as to Adjustments. In each case of any adjustment or readjustment in the
shares of Common Stock (or Other Securities) issuable on the exercise of the
Warrants, the Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment
in accordance with the terms of the Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of
Common Stock (or Other Securities) issued or sold or deemed to have been issued
or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Purchase Price and the
number of shares of Common Stock to be 




received upon exercise of this Warrant, in effect immediately
prior to such adjustment or readjustment and as adjusted or readjusted as
provided in this Warrant. The Company will forthwith mail a copy of each such
certificate to the Holder of the Warrant and any Warrant Agent of the Company
(appointed pursuant to Section 11 hereof). 

          6.     
Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial
Statements. The Company will at all times reserve and keep available, solely
for issuance and delivery on the exercise of the Warrants, all shares of Common
Stock (or Other Securities) from time to time issuable on the exercise of the
Warrant. This Warrant entitles the Holder hereof, upon written request, to
receive copies of all financial and other information distributed or required to
be distributed to the holders of the Company's Common Stock.

          7.      Assignment;
Exchange of Warrant. Subject to compliance with applicable securities laws,
this Warrant, and the rights evidenced hereby, may be transferred by any
registered holder hereof (a "Transferor"). On the surrender for exchange of this
Warrant, with the Transferor's endorsement in the form of Exhibit B attached
hereto (the “Transferor Endorsement Form") and together with an opinion of
counsel reasonably satisfactory to the Company that the transfer of this Warrant
will be in compliance with applicable securities laws, the Company will issue
and deliver to or on the order of the Transferor thereof a new Warrant or
Warrants of like tenor, in the name of the Transferor and/or the transferee(s)
specified in such Transferor Endorsement Form (each a "Transferee"), calling in
the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant so surrendered by the
Transferor. 

          8.     
Replacement of Warrant. On receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of any such loss, theft or destruction of this Warrant, on delivery
of an indemnity agreement or security reasonably satisfactory in form and amount
to the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense, twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor. 

          9.     
Registration Rights. The Holder of this Warrant has been granted certain
registration rights by the Company. These registration rights are set forth in
the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference.

          10.     
Maximum Exercise. The Holder shall not be entitled to exercise this
Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on an exercise 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
on such date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the 1934 Act
and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall not be
limited to aggregate exercises which would result in the issuance of more than
4.99% . The restriction described in this paragraph may be waived, in whole or
in part, upon sixty-one (61) days prior notice from the Holder to the Company to
increase such percentage to up to 9.99%, but not in excess of 9.99% . The Holder
may decide whether to convert a Convertible Note or exercise this Warrant to
achieve an actual 4.99% or up to 9.99% ownership position as described above,
but not in excess of 9.99% . 

          11.      Warrant
Agent. The Company may, by written notice to the Holder of the Warrant,
appoint an agent (a “Warrant Agent”) for the purpose of issuing Common Stock (or
Other Securities) on the exercise of this Warrant pursuant to Section 1,
exchanging this Warrant pursuant to Section 7, and replacing this Warrant
pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.




          12.      Transfer
on the Company's Books. Until this Warrant is transferred on the books of
the Company, the Company may treat the registered holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the contrary.

          13.     
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 Company, to: Liberty Star Uranium &
Metals Corp., 5610 E. Sutler Lane, Tucson, Arizona 85712, Attn: James A.
Briscoe, President, telecopier: (520) 844-1118, with a copy by telecopier only
to: Clark Wilson LLP, 800-885 West Georgia Street, Vancouver, B.C. Canada, Attn:
Bernard Pinsky, Esq., telecopier: (604) 687-6314, and (ii) if to the Holder, to
the address and telecopier number listed on the first paragraph of this Warrant,
with a copy by telecopier only to: Grushko & Mittman, P.C., 551 Fifth
Avenue, Suite 1601, New York, New York 10176, telecopier number: (212) 697-3575.


          14.      Law
Governing This Warrant. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of laws. Any action brought by either party against the other
concerning the transactions contemplated by this Warrant shall be brought only
in the state courts of New York or in the federal courts located in the state
and county of New York. The parties to this Warrant 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 Company 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
Warrant 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
Agreement or any other Transaction Document 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 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 other manner permitted by law. 




          IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.

LIBERTY STAR URANIUM & METALS
CORP.

 

By:
____________________________________________
                       
Name:




Exhibit A 

FORM OF SUBSCRIPTION 
(to be signed only on exercise of
Warrant) 

TO: LIBERTY STAR URANIUM & METALS CORP.

The undersigned, pursuant to the provisions set forth in the
attached Warrant (No.____), hereby irrevocably elects to purchase (check
applicable box): 

___      ________ shares of the Common
Stock covered by such Warrant; or 

___     the maximum number of shares of
Common Stock covered by such Warrant pursuant to the cashless exercise procedure
set forth in Section 2. 

The undersigned herewith makes payment of the full purchase
price for such shares at the price per share provided for in such Warrant, which
is $ ___________. Such payment takes the form of (check applicable box or
boxes): 

___      $__________ in lawful money
of the United States; and/or 

___      the cancellation of such
portion of the attached Warrant as is exercisable for a total of _______ shares
of Common Stock (using a Fair Market Value of $_______ per share for purposes of
this calculation); and/or 

___      the cancellation of such
number of shares of Common Stock as is necessary, in accordance with the formula
set forth in Section 2, to exercise this Warrant with respect to the maximum
number of shares of Common Stock purchasable pursuant to the cashless exercise
procedure set forth in Section 2. 

The undersigned requests that the certificates for such shares
be issued in the name of, and delivered to
___________________________________________ whose address is
______________________________________________________________________________________________________
__________________________________________________________________________
.. 

The undersigned represents and warrants that all offers and
sales by the undersigned of the securities issuable upon exercise of the within
Warrant shall be made pursuant to registration of the Common Stock under the
Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an
exemption from registration under the Securities Act. 

	Dated: ___________________ 	
	 	(Signature must conform to name of holder as
  
	 	specified on the face of the Warrant) 
	 	
	 	
	 	
	 	(Address) 






Exhibit B 

FORM OF TRANSFEROR ENDORSEMENT 
(To be signed only on
transfer of Warrant) 

                    For
value received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading "Transferees" the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of LIBERTY STAR URANIUM & METALS CORP. to which the within Warrant
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of
LIBERTY STAR URANIUM & METALS CORP. with full power of substitution in the
premises. 


	Transferees
    	Percentage Transferred 	Number Transferred 
	 	 	 
	 	 	 
	 	 	 




	Dated: ______________, ___________________	
	 	(Signature must conform to name of holder as
      specified 
	 	on the face of the warrant) 
	Signed in the presence of: 	
	 	  
	________________________________________ 	 
    
	                  
      (Name) 	
	 	                  
      (address) 
	ACCEPTED AND AGREED: 	
	[TRANSFEREE] 	
	 	 
    
	________________________________________	 
    
	                  
      (Name) 	                  
      (address) 


1