ZenSports, Inc. - Aug 26, 2022 Form 3 Insider Report for KeyStar Corp. (KEYR)

Role: 10%+ Owner
Signature: /s/ Mark Anthony Thomas, CEO of ZenSports, Inc.
Stock symbol: KEYR
Transactions as of: Aug 26, 2022
Transactions value $: $0
Form type: 3
Date filed: 9/6/2022, 02:00 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	KEYR	Common Stock, par value $0.0001 per share						6.5M	Aug 26, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	ZenSports, Inc. ("ZenSports") acquired 6,500,000 shares of KeyStar Corp. (the "Issuer") common stock in exchange for certain assets of ZenSports, pursuant to a certain asset purchase agreement, dated as of August 26, 2022 (the "Purchase Agreement"), by and among the Issuer, ZenSports and the other parties thereto. Of the 6,500,000 shares issued to ZenSports, 650,000 shares are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of ZenSport's breach of any of its representations and warranties or covenants in the Purchase Agreement.
F2	Mr. Thomas is the Chief Executive Officer and majority owner of the outstanding shares of ZenSports and is therefore deemed to have beneficial ownership of the shares of the Issuer's common stock owned by ZenSports. Mr. Thomas disclaims beneficial ownership of any shares of the Issuer's common stock owned of record by ZenSports, except to the extent of any pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Content

ZenSports, Inc. ("ZenSports") acquired 6,500,000 shares of KeyStar Corp. (the "Issuer") common stock in exchange for certain assets of ZenSports, pursuant to a certain asset purchase agreement, dated as of August 26, 2022 (the "Purchase Agreement"), by and among the Issuer, ZenSports and the other parties thereto. Of the 6,500,000 shares issued to ZenSports, 650,000 shares are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of ZenSport's breach of any of its representations and warranties or covenants in the Purchase Agreement.

Mr. Thomas is the Chief Executive Officer and majority owner of the outstanding shares of ZenSports and is therefore deemed to have beneficial ownership of the shares of the Issuer's common stock owned by ZenSports. Mr. Thomas disclaims beneficial ownership of any shares of the Issuer's common stock owned of record by ZenSports, except to the extent of any pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.