Mr. Stephen Stewart reports

STARDUST METAL ANNOUNCES FULLY-SUBSCRIBED PRIVATE PLACEMENT LED BY STRATEGIC INVESTOR DANIEL EARLE

Stardust Metal Corp. has arranged a non-brokered private placement of flow-through units (FT units), premium flow-through units (PFT units) and non-flow-through units (NFT units) of the company for gross proceeds of up to $5.26-million.

Highlights:

• Non-brokered private placement for gross proceeds of up to $5.26-million;
• Fully subscribed placement led by mining industry leader Daniel Earle, president and chief executive officer of Highlander Silver Corp., and strategic adviser to KEWA Financial Inc. and Andina Copper Corp.;
• Significant insider participation, including a $500,000 subscription from chairman Stephen Stewart;
• No fees will be paid in connection with this financing.

Mr. Earle has over 20 years of experience in the mining industry and capital markets. Mr. Earle currently serves as the president and CEO of Highlander Silver, which has delivered sector-leading returns through rapid growth across a portfolio of advanced development and producing silver and gold assets since his appointment in January, 2025. Prior to that, Mr. Earle served as the president and chief executive officer of Solaris Resources, where he led an award-winning team credited with revitalizing a copper exploration project and advancing it to become one of the largest independently held advanced-stage copper development projects globally. Prior to joining Solaris in 2019, Mr. Earle was a vice-president and director at TD Securities, covering the mining sector for more than 12 years. Mr. Earle is a graduate and scholar of the Lassonde Mineral Engineering Program at the University of Toronto.

"We are very pleased to have Daniel Earle lead this placement. Dan has a proven track record both as an executive and analyst of identifying great projects that can deliver robust returns for investors, this is a meaningful endorsement of our assets and our team," said Stephen Stewart, chairman of Stardust.

"It's an immense privilege to lead this financing and support Stephen and his team in the exploration of key claims, covering critical mining infrastructure, centrally located between both Agnico's high-grade Kirkland Lake operations and Gold Candle's multimillion-ounce development project in what promises to become a focal point for the Canadian gold industry in the coming years," said Mr. Earle.

Pursuant to the offering, the company intends to issue up to 1,595,745 FT units at a price of 47 cents per FT unit, for aggregate gross proceeds of up to $750,000, up to 4,255,319 PFT units at a price of 64.86 cents per PFT unit, for aggregate gross proceeds of up to $2.76-million, and up to 3,723,404 NFT units at a price of 47 cents per NFT unit, for aggregate gross proceeds of up to $1.75-million.

Each FT unit and each PFT unit will consist of one common share of the company and one common share purchase warrant. The FT unit shares and FT unit warrants comprising either the FT units or PFT units will be issued as flow-through shares as defined in Subsection 66(15) of the Income Tax Act (Canada). Each FT unit warrant will entitle the holder thereof to acquire one additional common share of the company (which will not be a flow-through share) at an exercise price of 70 cents per common share for a period of 24 months from the date of issuance of the FT units.

Each NFT unit will consist of one common share and one common share purchase warrant, with each warrant entitling the holder thereof to acquire one additional common share at an exercise price of 70 cents per common share for a period of 24 months from the date of issuance of the NFT units.

The proceeds of the FT units and each PFT unit will be used to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as both terms are defined in the tax act related to the company's projects in Ontario, Canada. The company plans to incur qualifying expenditures on or before Dec. 31, 2027 (or such other period as may be permissible under applicable tax legislation), and to renounce all the qualifying expenditures in favour of the subscribers of the FT units and PFT units effective Dec. 31, 2026.

Closing of the FT units and NFT units is expected to occur on or about June 1, 2026, and is subject to all customary approvals. Closing of the PFT units is expected to occur on or about June 11, 2026, and is subject to all customary approvals. Proceeds of the offering will be used to finance the company's drilling and exploration programs on McGarry and Omega, and for working capital requirements and general corporate purposes. The securities issued pursuant to the offering will be subject to a four month hold period under applicable securities laws.

About Stardust Metal Corp.

Stardust is a gold exploration company with assets on the world-class Cadillac Break, and adjacent to Agnico Eagle, Barrick, Pan American and Gold Candle. Its main assets include the McGarry and Omega projects, in addition to its Kirkland West and Goldie projects. McGarry also contains a large historic tailings complex in the Kirkland Lake region.

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