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Stardust Solar Completes Acquisition of Solar Grids' Assets and Announces Non-Brokered Private Placement of Units

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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 www.sedarplus.ca.

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.


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