KeyStar Corp has entered into a Purchase Agreement and it will issue Convertible Promissory Note with Hackel for a principal amount of $200,000 together up to aggregate principal amount of $2,000,000 on August 23, 2023. The Notes will accrue interest at a rate equal to twelve percent per annum, is due and payable in a single balloon payment by us on the date that is one year following the date of issuance of each of the Notes. Accrued interest is to be paid monthly in cash beginning the first month after the issuance of each of the Notes.

We have no right to prepay all or any portion of the outstanding principal under the Notes prior to the Maturity Date. The outstanding principal under the Notes and accrued and unpaid interest are convertible into shares of our common stock, par value $.0001 per share, at a conversion price equal to 80% of the lowest price per share that we sell shares of our common stock during the period beginning with the date of issuance of each of the Notes until the Maturity Date, and if no shares are sold in such period, at a conversion price equal to $1.00 per share. The number of Conversion Shares issuable upon the conversion of the Notes is subject to adjustment from time to time upon the occurrence of certain events such as stock splits or combinations and stock or other distributions of assets to equity holders.

The Issuance of notes in the transaction is pursuant to exemption provided under Regulation D.