Ms. Erica Bearss reports

STARDUST SOLAR ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF SECURED SENIOR CONVERTIBLE DEBENTURE UNITS

Stardust Solar Energy Inc. will proceed with a non-brokered private placement of up to 1,500 senior secured convertible debenture units of the company for aggregate gross proceeds of up to $1.5-million, led by Plaza Capital, at a price of $1,000 per debenture unit. Each debenture unit will consist of: (i) one senior secured convertible debenture of the company having a principal value of $1,020; and (ii) 6,800 common share purchase warrants.

The debentures will mature on the date that is 24 months following the closing of the offering and will bear interest at a rate of 10 per cent per annum, and which is to be paid in cash on the last business day of each month. Upon any event of default, the debentures will bear interest at an increased rate of 25 per cent per annum. The funded amount of the debentures will be convertible into common shares at a price of 15 cents per common share at the option of the holder at any time. The obligations under the debentures will be collaterally secured by a general security agreement from the company over all the present and after acquired property of the company, guarantees from the company's subsidiaries, Stardust Solar Holdings Inc., Stardust Solar Franchise Inc., Stardust Solar Technologies Inc. and Stardust Solar Technologies USA LLC, and a pledge of shares from the company for any securities held by the company in the guarantors.

Each warrant will entitle the holder thereof to purchase one common share in the capital of the company at a price of 21 cents for a period of 24 months following the closing of the offering.

The conversion price and the exercise price are subject to adjustment upon the occurrence of certain events, subject to compliance with the policies of the TSX Venture Exchange. If, at any time while the debentures remain outstanding, the company issues common shares or securities convertible into common shares, at an issue price or deemed issue price, below the conversion price, the conversion price of the debentures will be lowered to that price, subject to a floor price of 11.5 cents. If, at any time during the term of the warrants, the company issues common shares, or securities convertible into common shares, at an issue price or deemed issue price below the exercise price, or issues any warrants or options with an exercise price at a price lower than the exercise price (excluding options or other forms of equity issued under the company's incentive plans outstanding as of the closing of the offering), the exercise price of the warrants will be lowered to the lower exercise price if warrants or options were issued or 140 per cent of the deemed issuance price of the securities issued, if no warrants or options were issued, both subject to a floor of 11.5 cents.

The company will reimburse the lead investor for reasonable out-of-pocket expenses, up to $25,000 (exclusive of taxes and disbursements), incurred in connection with the offering.

The company intends to use the net proceeds of the offering for its solar project in Zambia, 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 Venture Exchange. 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.

About Stardust Solar Energy Inc.

Stardust Solar Energy is a diversified solar royalty company developing multiple recurring revenue streams across residential, commercial and utility-scale markets in North America, with international expansion initiatives under way. The company generates revenues through royalties, licensing arrangements, subscription models, training and education programs, and contributions from its clean energy franchise operations, all structured to support scalable, recurring value creation. Through strategic growth initiatives and a focus on sustainability-driven innovation, Stardust Solar is advancing renewable energy adoption while building long-term value for shareholders and stakeholders.

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