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Stardust Solar Clarifies Recent Issuance of Convertible Debenture Units

Earlier principal repayments of $400,000 in June and July 2026 had left approximately $620,000 outstanding under the original debentures.

(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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Stardust Solar Energy (SUNXF) clarified the terms and use of proceeds of its previously announced $641,000 convertible debenture offering.

KW Capital Partners purchased 641 units at $1,000 each. All proceeds repaid and retired the original debentures’ outstanding principal and accrued interest and covered associated legal fees and expenses; no original debt remains. The replacement debt is senior secured, bears 12% annual interest and matures February 17, 2028. The default interest rate is 24.0%, correcting the previously reported 25.0%. Conversion prices are $0.075 per share for the first 12 months after issuance and $0.10 thereafter, permitting up to 8,546,667 shares, subject to customary adjustments. The offering also issued 8,546,453 warrants, exercisable at $0.10 per share for 24 months after closing. The issuance constitutes a replacement under TSX Venture Exchange policy.

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2 points · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 6 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Major pointThe offering raised $641,000 from KW Capital Partners through 641 units priced at $1,000 each. 21% of market cap
  • Minor pointOriginal debentures were fully repaid and retired, including outstanding principal and accrued interest.

Negative

  • Major pointReplacement senior secured debt bears 12% annual interest and matures February 17, 2028.
  • Minor pointDefault interest is 24.0% annually, correcting the previously reported 25.0% rate.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Conversion permits up to 8,546,667 shares, subject to customary adjustments, creating potential dilution.
  • Minor pointConversion costs $0.075 per share for the first 12 months after issuance and $0.10 thereafter.
  • Minor point. Forward-looking: it has not happened yet and may not happen.8,546,453 warrants add potential dilution at $0.10 per share for 24 months after closing.
  • Minor pointOffering proceeds also covered associated legal fees and expenses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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.

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
Follow us on > Facebook / LinkedIn / Instagram

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/322202

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What default interest rate applies to Stardust Solar’s replacement debentures?

The replacement debentures carry a 24.0% annual interest rate upon an Event of Default, rather than the 25.0% reported on October 14, 2026. Their regular annual interest rate is 12%.

How did Stardust Solar use the $641,000 debenture offering proceeds?

100% of the offering proceeds were used to repay and retire outstanding principal and accrued interest owed to KW Capital Partners under the original debentures, and associated legal fees and expenses. No debt remains outstanding under those original debentures.

How much had Stardust Solar repaid before replacing the original debentures?

Stardust Solar repaid $400,000 of principal in June and July 2026, leaving approximately $620,000 outstanding under the original debentures. Those debentures originally had aggregate principal of $1,020,000; the repayments used proceeds from the unit private placement announced May 13, 2026.

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