Vancouver, British Columbia--(Newsfile Corp. - December 4, 2024) - Stardust Solar Energy Inc. (TSXV: SUN) ("Stardust Solar" or the "Company"), a leading provider of residential solar energy solutions, is pleased to announce that, further to its news release dated November 26, 2024, the Company has completed the acquisition (the "Acquisition") of 100% of the assets of Solar Grids Development LLC ("Solar Grids"), a U.S.-based solar energy company specializing in solar installations and franchise development, pursuant to the terms of a definitive agreement dated November 25, 2024 between, inter alia, the Company and Solar Grids.

In connection with the Acquisition, the Company agreed to issue to Solar Grids an aggregate of 4,000,000 common shares in the capital of the Company (the "Consideration Shares") at a deemed price of $0.25 per Consideration Share (subject to the policies of the TSX Venture Exchange (the "TSX-V")). 3,400,000 of the Consideration Shares (the "Closing Shares") were issued on the closing date of the Acquisition (the "Closing Date"), and the remaining 600,000 Consideration Shares will be issued on the date that is thirty-sixth months following the Closing Date. All securities issuable in connection with the Acquisition are subject to a hold period of four months and one day after the date of issuance. In addition, the Closing Shares are subject to voluntary restrictions on transfer commencing on the date of issuance, with 400,000 of such Closing Shares being released from such voluntary restrictions on the Closing Date and an additional 600,000 of such Closing Shares being released from such voluntary restrictions every six (6) months thereafter for a period of thirty (30) months from the Closing Date.

For additional details regarding the Acquisition, please see the Company's news release dated November 26, 2024, available on the Company's SEDAR+ profile at .

Private Placement

Following the successful completion of the Acquisition, the Company is pleased to announce a non-brokered private placement of up to 10,000,000 units of the Company (the "Units") at a price of $0.10 per Unit (the "Offering") for aggregate gross proceeds of up to $1,000,000.

Each Unit will be comprised of one common share in the capital of the Company (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional share (a "Warrant Share") at a price of $0.20 per Warrant Share for a period of 18 months from the closing date of the Offering.

The Company intends to use the net proceeds of the Offering to help expand the Company's U.S. operations, as well as for general and administrative, marketing and working capital purposes. Closing of the Offering is expected to occur as soon as practicable and may occur in one or more tranches.

The Company may pay finder's fees of up to 7% of the gross proceeds of the Offering, payable in cash. In addition, finders may receive share purchase warrants entitling them to purchase such number of Shares of the Company, which is equal to 7% of the total number of Units purchased by subscribers introduced to the Company by such finders, each exercisable for a period of 18 months from the closing date of the Offering at a price of $0.20 per Share, all in accordance with the policies of the TSX-V.

All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws. Closing of the Offering and the issuance of the Units are subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including but not limited to the approval of the TSX-V. The Offering is not subject to a minimum amount of subscriptions.

About Solar Grids Development LLC

Solar Grids is a leading franchise system that specializes in solar energy installations. The company has built a strong brand presence and customer loyalty among its franchisees, providing solar entrepreneurs with nationwide training, support, and infrastructure.

About Stardust Solar

Stardust is a North American franchisor of renewable energy installation services, including solar panels (PV), energy storage systems, and electric vehicle supply equipment. Stardust lends its brand and business management services to entrepreneurs looking to enter the renewable energy industry. Stardust franchisees install and maintain clean energy systems for residential and commercial purposes. As a franchisor, Stardust supplies its franchisees with the following products: solar PV equipment, energy storage equipment, and electric vehicle supply equipment. In addition, Stardust supports its franchisees with many services from corporate headquarters, including marketing, sales, engineering, plan sets, customer service, and project management.

Media and Investor Contacts:

Mark Tadros
Chief Executive Officer, Chairman and Director

Email: investors@stardustsolar.com
Website:

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 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.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements relating to the Company's business plans and expected future growth, the closing of the Offering and the anticipated use of proceeds of the Offering. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Any number of factors could cause actual results to differ materially from these forward‐looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Company disclaims any intention. It assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

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