Ms. Erica Bearss reports

STARDUST SOLAR CLOSES $641,000 NON-BROKERED PRIVATE PLACEMENT OF SECURED SENIOR CONVERTIBLE DEBENTURE UNITS

Stardust Solar Energy Inc. has closed its previously announced non-brokered private placement of senior secured convertible debenture units of the company with KW Capital Partners Ltd. (the investor), and issued 641 debentures units at a price of $1,000 per debenture unit for aggregate gross proceeds of $641,000. The company intends to use the net proceeds of the offering to repay the company's previously issued senior secured convertible debenture dated Feb. 17, 2026.

Each debenture unit issued in the offering consists of: (i) one senior secured convertible debenture of the company having a principal value of $1,000; and (ii) 13,333 common share purchase warrants. Each warrant entitles the holder thereof to purchase one common share in the capital of the company at a price of 10 cents for a period of 24 months following the closing of the offering.

The debentures will mature on Feb. 17, 2028, and bear interest at a rate of 12 per cent per annum, which is to be paid in cash. Upon any event of default, the debentures will bear interest at an increased rate of 25 per cent per annum. The principal amount of the debentures will be convertible into common shares at a price of 7.5 cents per common share during the first year following the closing of the offering and 10 cents per common share thereafter at the option of the holder at any time, subject to a floor price of five cents.

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.

The certificates representing the debentures and warrants contain blocking language, which prohibits the holder thereof from acquiring, as a result of a conversion of the debentures or exercise of the warrants, beneficial ownership or control, directly or indirectly, of 10 per cent of the issued and outstanding common shares at the time of such conversion or exercise.

The company intends to use the net proceeds of the offering to repay the outstanding principal amount and interest accrued thereon owed by the company pursuant to senior secured convertible debentures of the company issued on Feb. 17, 2026.

The obligations of the company under the debentures have been collaterally secured by the same security documents entered into in connection with the existing debentures. Copies of the security documents were filed under the company's profile on SEDAR+ on Feb. 27, 2026.

All securities issued in connection with the offering will be subject to a statutory hold period expiring on Feb. 15, 2027.

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.

We seek Safe Harbor.