Toronto, Ontario--(Newsfile Corp. - July 3, 2026) - Stardust Metal Corp. (CSE: ZIGY) ("Stardust" or the "Company") wishes to remind shareholders that its annual general and special meeting of shareholders (the "Meeting") is scheduled to be held on July 14, 2026. In connection with the Meeting, the Company is providing the following additional disclosure.

Full details of the transaction described in this news release are set out in the management information circular dated June 1, 2026, mailed to shareholders as of the record date (the "Circular") prepared in connection with seeking shareholder approval of the option agreement effective November 17, 2025 (the "Option Agreement") between the Company and Orecap Invest Corp. ("Orecap"). The Option Agreement provides the Company with the option to acquire up to a 75% interest in Orecap's wholly owned McGarry project (the "McGarry Project"), subject to the terms and conditions set forth in the Option Agreement (the "Transaction"). Shareholders are encouraged to read the Circular first, and further context is provided within this news release. Except as described below, the Circular remains unchanged from the version that was mailed to shareholders of the Company and filed on SEDAR+.

As noted in the Circular, the Transaction is a non-arm's-length transaction. As Orecap is a related party of the Company, beneficially owning approximately 12.1% of the outstanding common shares of the Company, representing more than 10% of the voting rights attached to all of the Company's outstanding voting securities, the Transaction is also a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

The Circular contains disclosure that summarizes the terms and reasons for the Transaction, and the Company is providing the following supplemental disclosure regarding the background to the Transaction and the board approval and review process.

In 2025, Orecap evaluated opportunities for the McGarry Project to be advanced outside of its existing business structure. The McGarry Project was viewed as being complementary to Stardust's Kirkland Lake projects, which were viewed as having increasing value based on the macro gold environment.

Management of both Stardust and Orecap, which consisted of Stephen Stewart (Chairman of Stardust and CEO of Orecap), Joel Friedman (CFO of both Stardust and Orecap), and Charles Beaudry (VP, Exploration of Stardust at the time and a director of both Stardust and Orecap), identified two principal strategic considerations that led to the formation of the Transaction:

1. District-scale consolidation: The McGarry Project is complementary to Stardust's Kirkland Lake projects along the Cadillac Break. Management believes that consolidating these assets under Stardust could provide greater strategic focus, potential operational synergies, and the opportunity to advance a more integrated district-scale exploration platform. Management believes this strategy has the potential to increase long-term value for Stardust shareholders; and

2. Strategic alignment: Advancing the McGarry Project is not within Orecap's long-stated mandate, as an investment vehicle, of not deploying capital directly on exploration. Stardust, by contrast, is a junior exploration company with the mandate to consolidate, finance, explore and advance mineral projects such as the McGarry Project.

In determining the consideration under the Option Agreement, management's primary reference was Orecap's agreement with Kirkland Lake Gold Corp.("Kirkland") from 2021, which provided Kirkland with the option to acquire up to an undivided 50% interest in Orecap's Mirado, McGarry and Knight projects over five years. The agreement was contingent on Kirkland spending a total of $10M on exploration, with a minimum commitment of $1M before the first-year anniversary of the effective date of the agreement and an additional $1.5M before the second-year anniversary of the effective date of the agreement. Upon successful completion of the agreement, a joint venture would be formed between Orecap and Kirkland with Kirkland having the right to acquire an additional 25% interest by incurring $50M in expenditures within the first five years of the formation of the joint venture.

The consideration for the Transaction is broadly consistent with the Kirkland agreement, subject to adjustments for the following factors:

(i) the impact of inflation and changes in macro level industry dynamics, including spot gold prices and forward curve prices for gold, the primary underlying mineral for the McGarry Project;

(ii) the stage 2 option amount for the Transaction is a cash purchase price compared to a work commitment under the Kirkland agreement, which management believes will provide Stardust with the ability to evaluate the value of the McGarry Project at a future date when there will be more information available;

(iii) the Kirkland agreement included additional projects (Mirado and Knight projects) which required an adjustment to the consideration; and

(iv) regulatory changes have occurred which provide for the ability to recover gold through the reprocessing of tailings material through a streamlined regulatory regime. The McGarry Project includes the tailings from the Kerr-Addison mine, for which there is now a potential opportunity for value creation that did not exist in 2021.

In November 2025, discussions were held among management and the members of the board of directors of Stardust (the "Stardust Board") regarding the terms of the Transaction and the related party and conflict of interest considerations, and board approval process. As Michael Mansfield was the only member of the Stardust Board independent of Orecap, the Stardust Board determined that Mr. Mansfield would independently review the Transaction on behalf of Stardust. Orecap and Stardust have the same legal counsel. The Stardust Board considered whether separate legal counsel should be retained and determined that it was not necessary in the circumstances, including because the principal terms of the Transaction had been established before counsel became involved, the Option Agreement terms were based on an arm's-length analogue transaction, the Transaction was viewed as relatively non-complex given the industry experience of management and the directors, management and the directors were fully informed of the Transaction and the conflicts of interest present, and disinterested shareholder approval will be sought for the Transaction.

During this period, management prepared and finalized a binding letter of intent between Stardust and Orecap for the Transaction (the "Binding LOI") and on November 14, 2025, management presented the final terms of the Transaction and the Binding LOI to the Stardust Board.

Michael Mansfield independently reviewed the terms of the Transaction and, based on the factors noted above and in the Circular, determined that entering into the Binding LOI and proceeding with the Transaction was in the best interests of Stardust and recommended that the Stardust Board approve the entering into of the Binding LOI.

On November 17, 2025, the Stardust Board approved the Binding LOI by written resolution, with Stephen Stewart, Anthony Moreau, Charles Beaudry and Alex ‎Stewart abstaining as required by applicable law.

On April 24, 2026, following the completion of a National Instrument 43-101 Technical Report for the McGarry Project, Stardust and Orecap executed the Option Agreement on the same terms as the Binding LOI.

Management and the Stardust Board are not aware of: (a) the existence of any prior valuation in respect of the McGarry Project; or (b) any bona fide prior offers for the McGarry Project received and agreed to, within the past 24 months before the date of the Circular or the date hereof.

The Company encourages shareholders to read the Circular in full before voting their shares. Shareholders with any further questions are encouraged to contact management using the contact information set out below. Having reviewed the Transaction, management recommends that shareholders vote in favour of the resolutions relating to the Transaction, and the Company and the Stardust Board recommend that shareholders vote in favour.

‎About Stardust Metal

Stardust is a gold exploration company with assets on the world-class Cadillac Break and adjacent to Agnico Eagle, Barrick, Pan American and Cadillac Mines (fka 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.

www.stardustmetal.com

Forward Looking Statements

This news release contains certain statements that constitute forward looking information within the meaning of applicable securities laws. These statements relate to future events of the Company including statements regarding the ‎anticipated benefits of the Transaction to the shareholders of the Company and the ‎anticipated ‎timing of the Meeting. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "outlook" and similar expressions) are not statements of historical fact and may be forward looking information. All statements, other than statements of historical fact, included herein are forward-looking statements.

Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks include, among others, the inherent risk of the mining industry; adverse economic and market developments; the risk that the Company will not be successful in completing additional acquisitions; risks relating to the estimation of mineral resources; the possibility that the Company's estimated burn rate may be higher than anticipated; risks of unexpected cost increases; risks of labour shortages; risks relating to exploration and development activities; risks relating to future prices of mineral resources; risks related to work site accidents, risks related to geological uncertainties and variations; risks related to government and community support of the Company's projects; risks related to global pandemics and other risks related to the mining industry. The Company believes that the expectations reflected in such forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward‐looking information should not be unduly relied upon. These statements speak only as of the date of this news release. The Company does not intend, and does not assume any obligation, to update any forward‐looking information except as required by law. Additional information identifying risks and uncertainties is contained in filings by Stardust with Canadian securities regulators, which filings are available under Stardust's profile at www.sedarplus.ca.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/303910