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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNITED STATES <BR>SECURITIES AND
EXCHANGE COMMISSION<BR>Washington, D.C. 20549 </FONT></H1>

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<A NAME=A004></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM S-8 </FONT></H1>

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<A NAME=A005></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 </FONT></H1>

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<A NAME=A006></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><U>LIBERTY STAR GOLD
CORP.</U></B><BR>(Exact name of registrant as specified in its charter)  </FONT></P>



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     <TD WIDTH="50%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B><U>Nevada</U></B>
</FONT></TD>
     <TD WIDTH="50%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B>90-0175540</B></U>
</FONT></TD></TR>
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     <TD WIDTH="50%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(State or other jurisdiction of incorporation or<BR>
organization)
</FONT></TD>
     <TD WIDTH="50%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(I.R.S. Employer Identification No.)
</FONT></TD></TR>
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<A NAME=A008></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U><B>2766 N. Country Club
Road, Tucson, Arizona 85716</B></U>  <BR>(Address of Principal
Executive Offices and Zip Code) </FONT></P>

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<A NAME=A010></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><U>2004 Stock Option Plan</U></B>  <BR>(Full title of the plan) </FONT></P>

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<A NAME=A012></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>James A. Briscoe,
President</B><BR><B>Liberty Star Gold Corp.</B><BR><B><U>2766 N. Country Club Road, Tucson, Arizona 85716</U></B>  <BR>(Name and address of
agent for service) </FONT></P>

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<A NAME=A016></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><U>520.721.1375</U></B>  <BR>(Telephone
number, including area code, of agent for service) </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Copies of all communications,
including all communications sent to the agent for service, should be sent to:  </FONT></P>

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<A NAME=A017></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Bernard Pinsky  <BR>Clark, Wilson,
Barristers and Solicitors <BR>#800 &#151; 885 West
Georgia Street <BR>Vancouver, British
Columbia, V6C 3H1 <BR>Telephone: 604.643.3153 <BR>Facsimile: 604.687.6314 </FONT></H1>

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<A NAME=A023></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION OF
REGISTRATION FEE </FONT></H1>


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<TR VALIGN=Bottom>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Title of Securities to<BR>
be Registered</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount to be<BR>
Registered</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed<BR>
Maximum<BR>
Offering<BR>
Price Per Share</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed<BR>
Maximum<BR>
Aggregate<BR>
Offering Price</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount of<BR>
Registration<BR>
Fee</FONT></TH></TR>
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     <TD WIDTH=24% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR>Common Stock</FONT></TD>
     <TD WIDTH=23% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3,850,000</FONT></TD>
     <TD WIDTH=16% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$1.52</FONT></TD>
     <TD WIDTH=23% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$5,852,000</FONT></TD>
     <TD WIDTH=14% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$741.45</FONT></TD></TR>
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<P ALIGN=CENTER> 2 </P>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><SUP>(1) </SUP></FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                     The 2004 Stock Option Plan authorizes the issuance of a maximum of 3,850,000
                    shares of our common stock pursuant to stock options granted to eligible
                    employees, directors, officers and consultants of our company or any of our
                    subsidiaries. All of the shares issuable under the Stock Option Plan are being
                    registered under this registration statement on Form S-8. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><SUP>(2)</SUP> </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

                     The price is estimated in accordance with Rule 457(h)(1) under the Securities
                    Act of 1933, as amended, solely for the purpose of calculating the registration
                    fee, based on the average of the bid and asked price ($1.51 bid; $1.53 ask) of
                    the common stock of Liberty Star Gold Corp. as reported on the National
                    Association of Securities Dealers Inc.&#145;s OTC Bulletin Board on December 14,
                    2004. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<A NAME=A024></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXPLANATORY NOTE </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We prepared this registration
statement in accordance with the requirements of Form S-8 under the Securities Act of
1933, to register an aggregate of 3,850,000 shares of our common stock which may be issued
pursuant to our 2004 Stock Option Plan. The purpose of the 2004 Stock Option Plan is to
retain the services of valued key employees, directors and consultants of our company and
to encourage such persons to acquire a greater proprietary interest in our company,
thereby strengthening their incentive to achieve the objectives of our shareholders and to
serve as an aid and inducement in the hiring of new employees and to provide an equity
incentive to our consultants. </FONT></P>

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<A NAME=A025></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Part I </FONT></H1>

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<A NAME=A026></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS </FONT></H1>

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<A NAME=A027></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 1. Plan Information </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We will send or give the documents
containing the information specified in Part I of Form S-8 to individuals who participate
in our 2004 Stock Option Plan, and who, in the case of an award of stock options, consent
to and execute the required form of Stock Option Agreement. A copy of the 2004 Stock
Option Plan is attached as Exhibit 4.1 to this Form S-8 and the form of Stock Option
Agreement for use under the 2004 Stock Option Plan is attached as Exhibit 4.2 to this Form
S-8. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This registration statement relates
to a maximum of 3,850,000 common shares in the capital of Liberty Star Gold Corp. issuable
pursuant to the exercise of options or other awards granted under the 2004 Stock Option
Plan. </FONT></P>

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<A NAME=A028></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 2. Registrant
Information and Employee Plan Annual Information </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We will provide, without charge, to
each person to whom a copy of this 10(a) prospectus is delivered, upon oral or written
request, a copy of any or all documents incorporated by reference in Item 3 of Part II of
this registration statement (which documents are incorporated by reference in the 10(a)
prospectus). Requests should be directed to the President, Liberty Star Gold Corp., 2766
N. Country Club Road, Tucson, Arizona 85716. Our telephone number is 520.721.1375. </FONT></P>

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<P ALIGN=CENTER> 3 </P>


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<A NAME=A029></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Part II </FONT></H1>

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<A NAME=A030></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT </FONT></H1>

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<A NAME=A031></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;3.
Incorporation of Documents by Reference. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The SEC allows us to
&#147;incorporate by reference&#148; information into this registration statement, which
means that we can disclose important information to you by referring you to another
document filed separately with the SEC. The information incorporated by reference is
deemed to be part of this registration statement, except for any information superseded by
information in this registration statement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following documents filed by our
company with the United States Securities and Exchange Commission (the &#147;SEC&#148;)
are incorporated herein by reference: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          The description of our company&#146;s common stock contained in our registration
          statement on Form SB-2 (SEC file number 333-88234), filed with the Securities
          and Exchange Commission on May 14, 2002, including all amendments and reports
          for the purpose of updating such description; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          Our latest Annual Report on Form 10-KSB filed on March 31, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Current Report on Form 8-K filed on April 5, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Current Report on Form 8-K filed on April 8, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Amended Current Report on Form 8-K/A filed on April 13, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;
          Our two Amended Current Reports on Form 8-K/A filed on April 13, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Amended Current Report on Form 8-K/A filed on May 5, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Current Report on Form 8-K filed on May 26, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Current Report on Form 8-K filed on June 1, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Current Report on Form 8-K filed on June 8, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Current Report on Form 8-K filed on June 29, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Quarterly Report on Form 10-QSB filed on July 2, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Amended Current Report on Form 8-K/A filed on September 30, 2004; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Current Report on Form 8-K filed on November 4, 2004; and </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Current Report on Form 8-K filed on November 23, 2004. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In addition to the foregoing, all
documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered pursuant to this registration statement have
been sold or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof from the
date of filing of such documents. Any statement contained in a document incorporated by
reference in this registration statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained in this
registration statement or in any subsequently filed document that is also incorporated by
reference in this registration statement modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement. </FONT></P>

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<P ALIGN=CENTER> 4 </P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>You may read and copy any reports,
statements or other information we have filed at the SEC&#146;s Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Rooms. Our filings are also available on the
Internet at the SEC&#146;s website at http://www.sec.gov. </FONT></P>

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<A NAME=A032></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;4. Description
of Securities. </FONT></H1>

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<A NAME=A033></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not applicable. </FONT></P>

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<A NAME=A034></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;5. Interests
of Named Experts and Counsel. </FONT></H1>

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<A NAME=A035></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not applicable. </FONT></P>

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<A NAME=A036></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;6.
Indemnification of Directors and Officers. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Nevada corporation law provides that: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#151; a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, except an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys&#146; fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding
if he acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#151; a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys&#146; fees actually and reasonably incurred by him in connection
with the defense or settlement of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to the corporation or for amounts paid in settlement
to the corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon application that
in view of all the circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper; and </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#151; to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses, including attorneys&#146;
fees, actually and reasonably incurred by him in connection with the defense. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our Certificate of Incorporation and
Articles provide that no director or officer shall be personally liable to Liberty Star or
any of its stockholders for damages for breach of fiduciary duty as a director or officer
involving any act or omission of such director or officer unless such acts or omissions
involve material misconduct, fraud or a knowing violation of law, or the payment of
dividends in violation of the General Corporate Law of Nevada. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our Bylaws provide that no officer or
director shall be personally liable for any obligations of Liberty Star or for any duties
or obligations arising out of any acts or conduct of the officer or director performed for
or on behalf of Liberty Star. The Bylaws also state that we will indemnify and hold
harmless each person and their heirs and administrators who shall serve at any time
hereafter as a director or officer from and against any and all claims, </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>judgments and liabilities to which
such persons shall become subject by reason of their having heretofore or hereafter been
a director or officer, or by reason of any action alleged to have heretofore or hereafter
taken or omitted to have been taken by him or her as a director or officer. We will
reimburse each such person for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability, including power to defend such persons from
all suits or claims as provided for under the provisions of the General Corporate Law of
Nevada; provided, however, that no such persons shall be indemnified against, or be
reimbursed for, any expense incurred in connection with any claim or liability arising
out of his (or her) own negligence or wilful misconduct. Our By-Laws also provide that
we, our directors, officers, employees and agents will be fully protected in taking any
action or making any payment, or in refusing so to do in reliance upon the advice of
counsel.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of our company under Nevada law or otherwise, we have been advised the
opinion of the Securities and Exchange Commission is that such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event a claim for indemnification against such liabilities (other than payment by us for
expenses incurred or paid by a director, officer or controlling person of our company in
successful defense of any action, suit, or proceeding) is asserted by a director, officer
or controlling person in connection with the securities being registered, we will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction, the question of whether such indemnification by it
is against public policy in said Act and will be governed by the final adjudication of
such issue. </FONT></P>

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<A NAME=A037></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;7. Exemption
from Registration Claimed. </FONT></H1>

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<A NAME=A038></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not Applicable. </FONT></P>

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<A NAME=A039></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;8. Exhibits. </FONT></H1>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.1      2004 Stock
Option Plan, effective November 1, 2004 </FONT></P>

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<A NAME=A040></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.2 Form of Stock Option
Agreement </FONT></P>

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<A NAME=A041></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5. Opinion of Clark,
Wilson </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.1     Consent of
Clark, Wilson (included in Exhibit 5) </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.2     Consent of Dohan
and Company,  Certified Public Accountants on Liberty Star Gold Corp.  (formerly Titanium
Intelligence, Inc.) and Liberty Star Gold Corp. (a Nevada corporation) </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>24       Power of
Attorney (included in signature page) </FONT></P>

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<A NAME=A042></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item&nbsp;9.
Undertakings. </FONT></H1>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         We
hereby undertake:  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement: </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           To include any prospectus required by Section 10(a)(3) of the Securities Act of
          1933, as amended; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           To reflect in the prospectus any facts or events arising after the effective
          date of this registration statement (or the most recent post-effective amendment
          hereof) which, individually or in the aggregate, represent a fundamental change
          in the information set forth in this registration statement. Notwithstanding the
          foregoing, any increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low and high end of the estimated maximum
          offering range may be reflected in the form of prospectus filed with the SEC
          pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than a 20 percent change in the maximum aggregate offering
          price set forth in the &#147;Calculation of Registration Fee&#148; table in the
          effective registration statement; and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 5 </P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           To include any material information with respect to the plan of distribution
          not previously disclosed in this registration statement or any material change
          to such information in this registration statement; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PROVIDED, HOWEVER, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed by our
company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement. </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>

           That, for the purpose of determining any liability under the Securities Act of
          1933, each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and the
          offering of such securities at the time shall be deemed to be the initial bona
          fide offering thereof. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
           To remove from registration by means of a post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>          We
hereby undertake that, for purposes of determining any liability under the
          Securities Act of 1933, each filing of our annual report pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
          reference in this registration statement shall be deemed to be a new
          registration statement relating to the securities offered herein, and the
          offering of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         Insofar
as indemnification for liabilities arising under the Securities Act of           1933 may
be permitted to directors, officers and persons controlling our company
          pursuant to the foregoing provisions, or otherwise, we have been advised that
in           the opinion of the SEC such indemnification is against public policy as
          expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the           event that a claim for indemnification against such liabilities (other than
the           payment by our company of expenses incurred or paid by a director, officer
or           controlling person of our company in the successful defense of any action,
suit           or proceeding) is asserted by such director, officer or controlling person
in           connection with the securities being registered, our company will, unless in
the           opinion of our counsel the matter has been settled by controlling
precedent,           submit to a court of appropriate jurisdiction the question whether
such           indemnification by us is against public policy as expressed in the
Securities           Act of 1933 and will be governed by the final adjudication of such
issue.  </FONT></TD>
</TR>
</TABLE>
<BR>

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<A NAME=A043></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tucson, State of Arizona on December 20, 2004. </FONT></P>

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<A NAME=A044></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>LIBERTY STAR GOLD CORP. </FONT></H1>

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<A NAME=A045></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ James Briscoe </FONT></P>

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<A NAME=A046></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By: James Briscoe,
President, Chairman, Chief Executive Officer and Director<BR>(Principal Executive Officer) </FONT></P>

<HR SIZE=2 NOSHADE>
<P ALIGN=CENTER> 7 </P>

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<A NAME=A047></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>POWER OF ATTORNEY </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>KNOW ALL PERSONS BY THESE PRESENTS,
that each person who signature appears below constitutes and appoints John Cockburn as his
true and lawful attorney-in-fact and agent, with full power of substitution and
re-substitution, for him and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or any of them, or of their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities and on the date indicated. </FONT></P>

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<A NAME=A048></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></H1>

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<A NAME=A049></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ James Briscoe </FONT></P>

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<A NAME=A050></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>James Briscoe, President,
Chairman, Chief Executive Officer and Director<BR>(Principal Executive Officer)<BR>December
20, 2004 </FONT></P>

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<A NAME=A051></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ Jon Young </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Default" -->
<A NAME=A052></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Jon Young, Chief
Financial Officer and Director)<BR>(Principal Financial and Accounting Officer)<BR>December
20, 2004 </FONT></P>
</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "fs-8.htm", "secsgml_size_bytes": 39597}]
{"company-data": {"conformed-name": "LIBERTY STAR GOLD CORP", "cik": "0001172178", "assigned-sic": "7389", "irs-number": "270019071", "state-of-incorporation": "NV", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121471", "film-number": "041215187"}, "business-address": {"street1": "2766 N. COUNTRY CLUB RD.", "city": "TUCSON", "state": "AZ", "zip": "85716", "phone": "520-721-1375"}, "mail-address": {"street1": "2766 N. COUNTRY CLUB RD.", "city": "TUCSON", "state": "AZ", "zip": "85716"}, "former-company": {"former-conformed-name": "TITANIUM INTELLIGENCE INC", "date-changed": "20020425"}}
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LIBERTY STAR GOLD
CORP.
(Exact name of registrant as specified in its charter)
Nevada
90-0175540
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
2766 N. Country Club
Road, Tucson, Arizona 85716
(Address of Principal
Executive Offices and Zip Code)
2004 Stock Option Plan
(Full title of the plan)
James A. Briscoe,
President
Liberty Star Gold Corp.
2766 N. Country Club Road, Tucson, Arizona 85716
(Name and address of
agent for service)
520.721.1375
(Telephone
number, including area code, of agent for service)
Copies of all communications,
including all communications sent to the agent for service, should be sent to:
Bernard Pinsky
Clark, Wilson,
Barristers and Solicitors
#800 — 885 West
Georgia Street
Vancouver, British
Columbia, V6C 3H1
Telephone: 604.643.3153
Facsimile: 604.687.6314
CALCULATION OF
REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
Registered
Proposed
Maximum
Offering
Price Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Common Stock
3,850,000
$1.52
$5,852,000
$741.45
2
(1)
The 2004 Stock Option Plan authorizes the issuance of a maximum of 3,850,000
                    shares of our common stock pursuant to stock options granted to eligible
                    employees, directors, officers and consultants of our company or any of our
                    subsidiaries. All of the shares issuable under the Stock Option Plan are being
                    registered under this registration statement on Form S-8.
(2)
The price is estimated in accordance with Rule 457(h)(1) under the Securities
                    Act of 1933, as amended, solely for the purpose of calculating the registration
                    fee, based on the average of the bid and asked price ($1.51 bid; $1.53 ask) of
                    the common stock of Liberty Star Gold Corp. as reported on the National
                    Association of Securities Dealers Inc.'s OTC Bulletin Board on December 14,
                    2004.
EXPLANATORY NOTE
We prepared this registration
statement in accordance with the requirements of Form S-8 under the Securities Act of
1933, to register an aggregate of 3,850,000 shares of our common stock which may be issued
pursuant to our 2004 Stock Option Plan. The purpose of the 2004 Stock Option Plan is to
retain the services of valued key employees, directors and consultants of our company and
to encourage such persons to acquire a greater proprietary interest in our company,
thereby strengthening their incentive to achieve the objectives of our shareholders and to
serve as an aid and inducement in the hiring of new employees and to provide an equity
incentive to our consultants.
Part I
INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
We will send or give the documents
containing the information specified in Part I of Form S-8 to individuals who participate
in our 2004 Stock Option Plan, and who, in the case of an award of stock options, consent
to and execute the required form of Stock Option Agreement. A copy of the 2004 Stock
Option Plan is attached as Exhibit 4.1 to this Form S-8 and the form of Stock Option
Agreement for use under the 2004 Stock Option Plan is attached as Exhibit 4.2 to this Form
S-8.
This registration statement relates
to a maximum of 3,850,000 common shares in the capital of Liberty Star Gold Corp. issuable
pursuant to the exercise of options or other awards granted under the 2004 Stock Option
Plan.
Item 2. Registrant
Information and Employee Plan Annual Information
We will provide, without charge, to
each person to whom a copy of this 10(a) prospectus is delivered, upon oral or written
request, a copy of any or all documents incorporated by reference in Item 3 of Part II of
this registration statement (which documents are incorporated by reference in the 10(a)
prospectus). Requests should be directed to the President, Liberty Star Gold Corp., 2766
N. Country Club Road, Tucson, Arizona 85716. Our telephone number is 520.721.1375.
3
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The SEC allows us to
"incorporate by reference" information into this registration statement, which
means that we can disclose important information to you by referring you to another
document filed separately with the SEC. The information incorporated by reference is
deemed to be part of this registration statement, except for any information superseded by
information in this registration statement.
The following documents filed by our
company with the United States Securities and Exchange Commission (the "SEC")
are incorporated herein by reference:
1.    
          The description of our company's common stock contained in our registration
          statement on Form SB-2 (SEC file number 333-88234), filed with the Securities
          and Exchange Commission on May 14, 2002, including all amendments and reports
          for the purpose of updating such description;
2.    
          Our latest Annual Report on Form 10-KSB filed on March 31, 2004;
3.    
          Our Current Report on Form 8-K filed on April 5, 2004;
4.    
          Our Current Report on Form 8-K filed on April 8, 2004;
5.    
          Our Amended Current Report on Form 8-K/A filed on April 13, 2004;
6.    
          Our two Amended Current Reports on Form 8-K/A filed on April 13, 2004;
7.    
          Our Amended Current Report on Form 8-K/A filed on May 5, 2004;
8.    
          Our Current Report on Form 8-K filed on May 26, 2004;
9.    
          Our Current Report on Form 8-K filed on June 1, 2004;
10.    
          Our Current Report on Form 8-K filed on June 8, 2004;
11.    
          Our Current Report on Form 8-K filed on June 29, 2004;
12.    
          Our Quarterly Report on Form 10-QSB filed on July 2, 2004;
13.    
          Our Amended Current Report on Form 8-K/A filed on September 30, 2004;
14.    
          Our Current Report on Form 8-K filed on November 4, 2004; and
15.    
          Our Current Report on Form 8-K filed on November 23, 2004.
In addition to the foregoing, all
documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered pursuant to this registration statement have
been sold or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof from the
date of filing of such documents. Any statement contained in a document incorporated by
reference in this registration statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained in this
registration statement or in any subsequently filed document that is also incorporated by
reference in this registration statement modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
4
You may read and copy any reports,
statements or other information we have filed at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Rooms. Our filings are also available on the
Internet at the SEC's website at http://www.sec.gov.
Item 4. Description
of Securities.
Not applicable.
Item 5. Interests
of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
Nevada corporation law provides that:
— a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, except an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding
if he acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful;
— a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in connection
with the defense or settlement of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to the corporation or for amounts paid in settlement
to the corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon application that
in view of all the circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper; and
— to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding, or in defense of any claim, issue or matter
therein, the corporation shall indemnify him against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense.
Our Certificate of Incorporation and
Articles provide that no director or officer shall be personally liable to Liberty Star or
any of its stockholders for damages for breach of fiduciary duty as a director or officer
involving any act or omission of such director or officer unless such acts or omissions
involve material misconduct, fraud or a knowing violation of law, or the payment of
dividends in violation of the General Corporate Law of Nevada.
Our Bylaws provide that no officer or
director shall be personally liable for any obligations of Liberty Star or for any duties
or obligations arising out of any acts or conduct of the officer or director performed for
or on behalf of Liberty Star. The Bylaws also state that we will indemnify and hold
harmless each person and their heirs and administrators who shall serve at any time
hereafter as a director or officer from and against any and all claims,
judgments and liabilities to which
such persons shall become subject by reason of their having heretofore or hereafter been
a director or officer, or by reason of any action alleged to have heretofore or hereafter
taken or omitted to have been taken by him or her as a director or officer. We will
reimburse each such person for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability, including power to defend such persons from
all suits or claims as provided for under the provisions of the General Corporate Law of
Nevada; provided, however, that no such persons shall be indemnified against, or be
reimbursed for, any expense incurred in connection with any claim or liability arising
out of his (or her) own negligence or wilful misconduct. Our By-Laws also provide that
we, our directors, officers, employees and agents will be fully protected in taking any
action or making any payment, or in refusing so to do in reliance upon the advice of
counsel.
Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of our company under Nevada law or otherwise, we have been advised the
opinion of the Securities and Exchange Commission is that such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event a claim for indemnification against such liabilities (other than payment by us for
expenses incurred or paid by a director, officer or controlling person of our company in
successful defense of any action, suit, or proceeding) is asserted by a director, officer
or controlling person in connection with the securities being registered, we will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction, the question of whether such indemnification by it
is against public policy in said Act and will be governed by the final adjudication of
such issue.
Item 7. Exemption
from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1      2004 Stock
Option Plan, effective November 1, 2004
4.2 Form of Stock Option
Agreement
5. Opinion of Clark,
Wilson
23.1     Consent of
Clark, Wilson (included in Exhibit 5)
23.2     Consent of Dohan
and Company,  Certified Public Accountants on Liberty Star Gold Corp.  (formerly Titanium
Intelligence, Inc.) and Liberty Star Gold Corp. (a Nevada corporation)
24       Power of
Attorney (included in signature page)
Item 9.
Undertakings.
(a)
We
hereby undertake:
(1)
To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of
          1933, as amended;
(ii)
To reflect in the prospectus any facts or events arising after the effective
          date of this registration statement (or the most recent post-effective amendment
          hereof) which, individually or in the aggregate, represent a fundamental change
          in the information set forth in this registration statement. Notwithstanding the
          foregoing, any increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low and high end of the estimated maximum
          offering range may be reflected in the form of prospectus filed with the SEC
          pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than a 20 percent change in the maximum aggregate offering
          price set forth in the "Calculation of Registration Fee" table in the
          effective registration statement; and
5
(iii)
To include any material information with respect to the plan of distribution
          not previously disclosed in this registration statement or any material change
          to such information in this registration statement;
PROVIDED, HOWEVER, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed by our
company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of
          1933, each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and the
          offering of such securities at the time shall be deemed to be the initial bona
          fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering.
(b)
We
hereby undertake that, for purposes of determining any liability under the
          Securities Act of 1933, each filing of our annual report pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
          reference in this registration statement shall be deemed to be a new
          registration statement relating to the securities offered herein, and the
          offering of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.
(c)
Insofar
as indemnification for liabilities arising under the Securities Act of           1933 may
be permitted to directors, officers and persons controlling our company
          pursuant to the foregoing provisions, or otherwise, we have been advised that
in           the opinion of the SEC such indemnification is against public policy as
          expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the           event that a claim for indemnification against such liabilities (other than
the           payment by our company of expenses incurred or paid by a director, officer
or           controlling person of our company in the successful defense of any action,
suit           or proceeding) is asserted by such director, officer or controlling person
in           connection with the securities being registered, our company will, unless in
the           opinion of our counsel the matter has been settled by controlling
precedent,           submit to a court of appropriate jurisdiction the question whether
such           indemnification by us is against public policy as expressed in the
Securities           Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tucson, State of Arizona on December 20, 2004.
LIBERTY STAR GOLD CORP.
/s/ James Briscoe
By: James Briscoe,
President, Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
7
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person who signature appears below constitutes and appoints John Cockburn as his
true and lawful attorney-in-fact and agent, with full power of substitution and
re-substitution, for him and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or any of them, or of their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities and on the date indicated.
SIGNATURES
/s/ James Briscoe
James Briscoe, President,
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
December
20, 2004
/s/ Jon Young
Jon Young, Chief
Financial Officer and Director)
(Principal Financial and Accounting Officer)
December
20, 2004