Item 1.01 Entry into a Material Definitive Agreement

On August 20, 2021, Liberty Star Minerals ("Liberty Star" or the "Company") (OTCQB: LBSR) an Arizona-based mineral exploration company, executed a $1,000,000 common stock purchase agreement (the "Purchase Agreement") and a $1,000,000 warrant agreement (the "Warrant Agreement," together "the Agreements") with Triton Funds LP ("Triton") of San Diego, California.

Under the Common Stock Purchase Agreement, the Company has a "put" right pursuant to which it may require Triton to purchase a total of up to $1,000,000 of its common stock. The Company may exercise its put at any time after the Registration Statement to be filed with the U.S. Securities and Exchange Commission is declared effective and prior to December 31, 2022. It may require Triton to purchase not less than $25,000 or more than $250,000 per month of its common stock at a purchase price equal to 75% of the lowest daily volume-weighted average price of the Company's common stock during the 5 business days immediately prior to the date of closing of each separate purchase installment. Under the Common Stock Purchase Warrant, Triton has the right for a period of 5 years to elect to purchase up to an additional $1,000,000 of shares of the Company's common stock at a purchase price per share based upon an assumed $20,000,000 market capitalization of the Company's outstanding shares from time to time. Details of Agreements posted in Exhibit 3.23.

Item 9.01 Financial Statements and Exhibits.

The exhibits listed in the following Exhibit Index are furnished as part of this Current Report on Form 8-K.





Exhibit No.   Description

3.23            Triton Common Stock Purchase Agreement & Common Stock Warrant
              Agreement

99.1            Press Release of Registrant dated August 24, 2021.

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