CLASS A COMMON STOCK PURCHASE WARRANT

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

          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

          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, 2 ^nd 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

          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 57 ^th 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

          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 34 ^th 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

          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, 2 ^nd 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

          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, 26 ^th 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