Vancouver, British Columbia--(Newsfile Corp. - October 14, 2026) - Stardust Solar Energy Inc. (TSXV: SUN) (OTCQB: SUNXF) ("Stardust Solar" or the "Company"), a leading provider of residential solar energy solutions, is pleased to announce that it has closed its previously announced non-brokered private placement of senior secured convertible debenture units of the Company (each, a "Debenture Unit") 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 "Offering"). The Company intends to use the net proceeds of the Offering to repay the Company's previously issued senior secured convertible debenture dated February 17, 2026.
Each Debenture Unit issued in the Offering consists of: (i) one senior secured convertible debenture of the Company (each, a "Debenture") having a principal value of $1,000 (the "Principal Amount") and (ii) 13,333 common share purchase warrants (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one common share in the capital of the Company (each, a "Common Share") at a price of $0.10 (the "Exercise Price") for a period of 24 months following the closing of the Offering.
The Debentures will mature on February 17, 2028 (the "Maturity Date") and bear interest at a rate of 12% 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 annum. The Principal Amount of the Debentures will be convertible into Common Shares at a price of $0.075 per Common Share during the first year following the closing of the Offering and $0.10 per Common Share thereafter (the "Conversion Price") at the option of the holder at any time, subject to a floor price of $0.05.
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 ("TSX-V").
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% 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 February 17, 2026 (the "Existing Debentures").
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 (the "Security Documents"). Copies of the Security Documents were filed under the Company's profile at www.sedarplus.ca on February 27, 2026.
All securities issued in connection with the Offering will be subject to a statutory hold period expiring on February 15, 2027.
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 issued in the Offering, including those issuable upon conversion 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.
Media and Investor Contacts:
Erica Bearss, MBA, DBA (c) | VP Corporate Communications
investors@stardustsolar.com
www.stardustsolar.com
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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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 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 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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