Item 1.01Entry into a Material Definitive Agreement.

The disclosures set forth in Items 2.03 and 3.02 are incorporated by reference into this Item 1.01.

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

On May 5, 2023, KeyStar Corp., a Nevada corporation (the "Company," "we" or "our"), entered into a Promissory Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership ("Excel") in the principal amount of $1,600,000 (the "Note"). Excel is controlled by Mr. Bruce Cassidy, our Secretary and sole member of our board of directors (the "Board").

The Note matures on November 4, 2023 (the "Maturity Date"), at which time the outstanding principal amount under the Note, along with a flat fee of $160,000 (the "Funding Fee"), is due and payable in full. We may prepay the outstanding principal amount under the Note at any time prior to the Maturity Date without any additional premium or penalty. In the event that the outstanding principal amount under the Note is paid in full prior to August 4, 2023, the amount of the Funding Fee shall automatically be reduced to a flat fee of $140,000.

In the event that the outstanding principal amount under the Note and the Funding Fee have not been paid in full by the earlier of the Maturity Date or such earlier date if there is a default hereunder and Excel properly accelerates the due date, interest shall be charged from and after such date on the principal amount remaining unpaid as of such date at a rate equivalent to the highest lawful rate or twenty-five percent (25%) per annum, whichever is less, until paid.

In connection with entering into the Note, we issued Excel a Common Stock Warrant to purchase 1,600,000 shares of our common stock at an exercise price of $0.25 per share (the "Warrant"). The Warrant may be exercised, in whole or in part, at any time through May 4, 2028, on either a cash or cashless basis. The offer, sale and issuance of the Warrant were deemed to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. Excel is acquiring the Warrant for investment only and not with a view to or for sale in connection with any distribution thereof and it represented to us that it could bear the risks of the investment and could hold the securities for an indefinite period of time, and appropriate legends were, or will be, affixed to the Warrant upon issuance thereof. Excel represented to us that it is an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act.

The foregoing summary of the Note and the Warrant are qualified in their entirety by reference to the full text of the Note and the Warrant which are attached as Exhibits 10.1 and Exhibit 4.1, respectively, hereto and are incorporated by reference herein. You are urged to read said exhibits attached hereto in their entirety.

Item 9.01Financial Statements and Exhibits





(d)Exhibits.



Exhibit No. Description

  4.1       Common Stock Warrant of KeyStar Corp. issued to Excel Family
            Partners, LLP, dated May 5, 2023.
  10.1      Promissory Note dated May 5, 2023 made by KeyStar Corp.
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).







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