SecProbe.io

May 21 , 2015

Via E -mail
Mr. James Briscoe
Chief Executive Officer
Liberty Star Uranium & Metals Corp.
5610 E. Sutler Lane
Tucson, Arizona 85712

Re: Liberty Star Uranium & Metals Corp.
  Form Schedule 14A
Filed  May 7, 2015
  File No.  000-50071

Dear Mr. Briscoe :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Proposal No. 3, page 17

1. We note you are increasing the amount of authorized shares from 1,250,000,000 to
5,000,000,000.  We also note your statem ents that “we have no plans or agreements
in place for any financing at this time” and “we have no plans, proposals or
arrangements, written or otherwise, at this time, to issue any of the additional
available authorized shares of our common stock that wou ld result from the
Amendment.”  Please revise your proxy statement to include the information required
by Item 11 of Schedule 14A relating to any planned equity line financing
transactions, or tell us why it is not applicable.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. James Briscoe
Liberty Star Uranium & Metals Corp.
May 21 , 2015
Page 2

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not  foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please contact Hillary Daniels  at (202) 551 -3959  or David  Link  at (202) 551 -3356  with
any questions.

Sincerely,

 /s/ David Link for

 John Reynolds
Assistant Director

cc: Bernard Pinsky, Esq.
 Clark Wilson LLP