Stardust Solar Announces Non-Brokered Private Placement of Units

Vancouver, British Columbia--(Newsfile Corp. - October 31, 2025) - Stardust Solar Energy Inc. (TSXV: SUN) (OTCQB: SUNXF) (FSE: 6330) ("Stardust Solar" or the "Company"), a leading provider of residential solar energy solutions, is pleased to announce, that it will proceed with a non-brokered private placement of up to 10,000,000 units of the Company (the "Units") at $0.10 per Unit for gross proceeds of up to $1,000,000 (the "Offering").

Each Unit will consist of one common share in the capital of the Company (a "Share") and one transferrable common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.15 for a period of 18 months from the closing of the Offering.

In connection with the Offering, the Company will pay finders' fees of up to 7.0% of the gross proceeds raised by the Company from the sale of Units to subscribers directly introduced to the Company by eligible finders. In addition, the Company will issue to eligible finders non-transferable finders' warrants of up to 7.0% of the number of Units sold in the Offering. Each finders' warrant will entitle the holder to acquire one Share at a price of $0.15 per Share for a period of 18 months from the date of issuance, all in accordance with the policies of the TSX Venture Exchange ("TSX-V").

The Company intends to use the net proceeds of the Offering to help expand the Company's operations, as well as for general and administrative, marketing and working capital purposes. Completion of the Offering is subject to certain conditions including receipt of all necessary corporate and regulatory approvals, including the TSX-V. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation and the policies of the TSX-V. The Offering is not subject to a minimum aggregate amount of subscriptions and closing of the Offering may occur in one or more tranches.

Shares for Debt

The Company also announces that it has entered into a debt settlement agreement with an arm's length creditor (the "Creditor") for settlement of debts owing to the Creditor in an aggregate amount of $75,000 (the "Debt") for legal services provided to the Company by the Creditor. In settlement of the Debt, the Company will issue 750,000 Shares at a deemed price of $0.10 per Share to the Creditor (the "Shares for Debt Settlement").