Item 1.01Entry into a Material Definitive Agreement.

KeyStar Corp., a Nevada corporation (the "Company") disclosed in a Form 8-K filed with the SEC on January 17, 2023 that Mr. John Linss ("Linss") resigned as a member of the Company's board of directors and as its Chief Executive Officer, Principal Executive Officer, President and Chief Technology Officer pursuant to the terms of a Separation Agreement and Release dated and effective January 10, 2023. The Separation Agreement and Release provided for the purchase, at a future date mutually agreed upon by the parties, of 3,313,333 shares of the Company's Series C Preferred Stock (the "Shares") for a purchase price of $2,000,000. Linss holds 2,980,000 of the Shares in his name, and the other 333,333 Shares are held in the name of Corespeed, LLC. Linss is the sole member of Corespeed, LLC and the beneficial owner of the Shares held by Corespeed, LLC.

On February 27, 2023, the Company entered into Stock Redemption and Purchase Agreements with Linss and Corespeed, LLC (together, the "Purchase Agreements") for the purchase of the Shares. The Company paid $300,000 at the closing and entered into a promissory note (the "Note") with Linss for the remaining $1,700,000 of the purchase price. The Note bears interest at a rate of 5% per annum, does not include early prepayment penalties, and requires the following payments: (i) no less than $850,000.00, in aggregate, of one or more payments is due by the 12-month anniversary of the Note; and (ii) a balloon payment for the balance of the Note is due by the earlier of the 24-month anniversary of the Note or five days after the Company's common stock is listed for public trading on either the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE American.

The foregoing summary of the Purchase Agreements and the Note are qualified in their entirety by reference to the full text of the Purchase Agreements and the Note which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference. You are urged to read said exhibits attached hereto in their entirety.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures set forth in Item 1.01 are incorporated by reference into this Item 2.03.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosures set forth in Item 1.01 are incorporated by reference into this Item 5.02.

Item 9.01Financial Statements and Exhibits





(d)Exhibits.



Exhibit No. Description

  10.1      Stock Redemption and Purchase Agreement between KeyStar Corp. and
            John Linss, dated February 27, 2023.
  10.2      Stock Redemption and Purchase Agreement between KeyStar Corp. and
            Corespeed, LLC, dated February 27, 2023.
  10.3      Promissory Note made by KeyStar Corp. for the benefit of John Linss,
            dated February 27, 2023.
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).













--------------------------------------------------------------------------------
                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses