Stardust Solar Clarifies Recent Issuance of Convertible Debenture Units

Vancouver, British Columbia--(Newsfile Corp. - November 2, 2026) - Stardust Solar Energy Inc.(TSXV: SUN) (OTCQB: SUNXF) ("Stardust Solar" or the "Company") is issuing this news release to make certain clarifications in respect of its previously announced non-brokered private placement of 641 senior secured convertible debenture units ("Convertible Debenture Units") to KW Capital Partners Ltd. ("KW Capital") at a price of $1,000 per unit for aggregate gross proceeds of $641,000 (the "Offering").

Each Convertible Debenture issued in the Offering was comprised of: (i) one senior secured convertible debenture with a principal value of $1,000 (a "Replacement Debenture"), bearing interest at a rate of 12% per annum until its maturity on February 17, 2028, and convertible into common shares of the Company at a conversion price of $0.075 per common share during the first 12 months following the Replacement Debenture issue date and $0.10 per common share thereafter; and (ii) 13,333 common share purchase warrants (each, a "Warrant"), each exercisable to acquire one common share of the Company at an exercise price of $0.10 per common share for a period of 24 months following closing of the Offering. As a result, the Replacement Debentures issued under the Offering are convertible into up to 8,546,667 common shares of the Company, subject to customary adjustments, and the Company issued an aggregate of 8,546,453 Warrants in the Offering.

The Company's news release of October 14, 2026, erroneously stated that the Replacement Debentures will bear interest at an increased rate of 25.0% per annum upon an Event of Default. However, pursuant to the terms of the Replacement Debentures, the correct increased interest rate upon an Event of Default is 24.0% per annum.

Additionally, the issuance of the Replacement Debentures constitutes a "Replacement", as defined in Part 4 of Policy 4.1 of the TSX Venture Exchange (the "Exchange"), of the senior secured convertible debentures originally issued by the Company to KW Capital on February 17, 2026 (the "Original Debentures").

The Original Debentures had an original aggregate principal amount of $1,020,000. In June and July, 2026, the Company applied proceeds raised from its unit private placement announced on May 13, 2026, to repay an aggregate principal amount of $400,000, leaving approximately $620,000 of principal outstanding under the Original Debentures. The Company confirms that 100% of the proceeds raised in the Offering were used to fully repay and retire the outstanding principal and accrued interest owed to KW Capital under the Original Debentures, and legal fees and expenses associated therewith. No debt remains outstanding under the Original Debentures.

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 Energy Inc. 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 underway. 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.

Disclaimer:

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.

This news release includes forward-looking information concerning the issuance of the TSX Venture Exchange's Final Acceptance Bulletin in respect of the Offering. Such information is based on management's current expectations and assumes that the Exchange's outstanding requirements will be satisfied. Actual outcomes may differ materially as a result of regulatory requirements, delays or other risks and uncertainties. There can be no assurance as to whether or when the Final Acceptance Bulletin will be issued. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information, except as required by law. No securities regulatory authority has either approved or disapproved of the contents of this news release.

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