Stardust Metal Corp Announces $12.6 Million Private Placement

Stardust Metal Corp. has announced a significant fundraising effort through a private placement offering, aiming to raise up to $12.6 million. The Toronto-based gold exploration company is working with Canaccord Genuity Corp., acting as the lead agent and sole bookrunner, to facilitate this "best efforts" private placement. The offering is not for distribution to United States newswire services or for dissemination in the United States.

The offering will consist of two types of shares: up to 3,345,000 premium flow-through common shares (Premium FT Shares) at a price of $2.725 per share, and up to 1,784,000 common shares at a price of $1.95 per share. In addition, the company has granted the agents an option to sell an additional 15% of each of the Premium FT Shares and Common Shares, to raise additional gross proceeds of up to $1,888,600, on the same terms and conditions as set out herein, exercisable in whole or in part at any time 48 hours prior to the closing of the Offering. In the event that the Agents exercise the option in full, the gross proceeds of the Offering would be $14.5 million.

Proceeds from the Premium FT Shares will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" (as such terms are defined in the Income Tax Act (Canada)) related to the Company's projects in Ontario on or before December 31, 2027. All Qualifying Expenditures will be renounced in favour of the subscribers of the Premium FT Shares effective no later than December 31, 2026. In the event that the Company is unable to renounce the Qualifying Expenditures and/or the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each Premium FT Share subscriber for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures or as a result of the reduction as agreed. The net proceeds from the sale of the Common Shares will be used for working capital and general corporate purposes.

The Premium FT Shares and Common Shares will be offered on a private placement basis pursuant to applicable exemptions from the prospectus requirements in all of the Provinces of Canada under National Instrument 45-106 − Prospectus Exemptions, and by way of private placement in such other jurisdictions in accordance with applicable laws as agreed upon by the Company and the Agents.

Closing of the Offering is expected to occur on or about October 8, 2026, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange. The Premium FT Shares and Common Shares issued under the Offering will be subject to a statutory hold period in Canada expiring four months and one day from the closing of the Offering.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This press release does not constitute an offer to acquire securities in any jurisdiction.