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").

All the Shares to be issued in connection with the Shares for Debt Settlement 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.

Closing of the Shares for Debt Settlement is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSX-V.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Stardust Solar

Stardust Solar is a North American franchisor of renewable energy installation services, specializing in solar panels (PV), energy storage systems, and electric vehicle supply equipment. The Company equips entrepreneurs with branded business management services, cutting-edge equipment, and comprehensive support, including marketing, sales, engineering, and project management. With franchises across Canada and the United States, Stardust Solar drives the adoption of clean energy solutions that boost economic development and create a more sustainable future.

Stardust Solar Energy Inc.
B101-9000 Bill Fox Way, Burnaby BC V5J 5J3 - Canada
732 S 6th St, STE N, Las Vegas, NV 89101
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The TSX Venture Exchange Inc. has neither approved nor disapproved the contents of this press release.

This press release includes "forward-looking information" that is subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements may include but are not limited to, statements relating to the completion of the Offering on the terms described herein or at all, and the use of proceeds and available funds following the completion of the Offering and are subject to all of the risks and uncertainties normally incident to such events. Investors are cautioned that any such statements are not guarantees of future events and that actual events or developments may differ materially from those projected in the forward-looking statements. Such forward-looking statements represent management's best judgment based on information currently available. No securities regulatory authority has either approved or disapproved of the contents of this news release. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

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