KeyStar Corp. announced a private placement of non-convertible promissory note in the principal amount of $1,600,000 on May 5, 2023. The transaction will include participation from returning investor Excel Family Partners, LLLP.

The note matures on November 4, 2023, at which time the outstanding principal amount under the note, along with a flat fee of $160,000 is due and payable in full. The company 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 connection with transaction, the company issued Excel Family Partners, LLLP 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 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, in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder.