Stardust Metal Corp. (TSX-V: ZIGY) is pleased to announce that it has closed its brokered private placement offering, previously announced on September 17, 2026, with Canaccord Genuity Corp. as lead agent and sole bookrunner, on behalf of a syndicate of agents including Velocity Trade Capital Ltd., CIBC World Markets Inc., and Clarus Securities Inc.  for aggregate gross proceeds to the Company of approximately $14.5 million, which includes the exercise in full of the Agents’ option.

Pursuant to the Offering, a total of: (i) 3,847,000 premium flow-through common shares of the Company were issued at a price of $2.725 per Premium FT Share for gross proceeds of approximately $10.5 million; and (ii) 2,051,000 common shares of the Company were issued at a price of $1.95 per Common Share for gross proceeds of approximately $4.0 million.

In consideration for their services, the Company paid to the Agents a cash commission of $450,978, being equal to 6.0% of the aggregate gross proceeds raised in the Offering, excluding proceeds from the subscription of any strategic investor designated by the Company, for which no commission was payable.

In connection with the Offering, the Company entered into an investor rights agreement with a strategic investor that acquired 2,556,410 Common Shares, representing approximately 5% of the issued and outstanding Common Shares. Pursuant to the Investor Rights Agreement, for so long as the strategic investor holds at least 5% of the issued and outstanding Common Shares, it is entitled to participate in future equity financings of the Company and to top-up its interest following certain dilutive issuances, in each case to maintain its pro rata ownership interest, subject to the approval of the TSX Venture Exchange and applicable securities laws.

The Premium FT Shares and Common Shares were 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.

The Premium FT Shares and Common Shares issued under the Offering are subject to a statutory hold period in Canada expiring four months and one day from the closing of the Offering. The Offering remains subject to final acceptance of the TSX Venture Exchange.

The net proceeds from the sale of the Common Shares will be used in advancing the development of the Company’s mineral properties and for working capital and general corporate purposes.

The Company will use an amount equal to the gross proceeds received by the Company from the sale of the Premium FT Shares 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)) and, in respect of certain Ontario purchasers, “eligible Ontario exploration expenditures” within the meaning of the Taxation Act, 2007 (Ontario) related to the Company’s projects in Ontario, on or before December 31, 2027, and to renounce all the Qualifying Expenditures in favour of the initial subscribers of the Premium FT Shares effective no later than December 31, 2026. In the event that the Company does not renounce on or prior to December 31, 2026 Qualifying Expenditures in an amount equal to the issue price of the Premium FT Shares for each Premium FT Share purchased and/or if the amount of 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.

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.‎

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About Stardust Metal

Stardust is a gold exploration company with assets on the world-class Cadillac Break and adjacent to Agnico Eagle, Barrick, Pan American and Cadillac Mines Corp. Its main assets include the McGarry and Omega projects, in addition to its Kirkland West and Goldie projects. McGarry also contains a large historic tailings complex in the Kirkland Lake region.

QP Statement

The technical information contained in this news release has been reviewed and approved by Dr. Mynyr Hoxha, P.Geo, VP Exploration at Stardust Metal Corp., a Qualified Person, as defined in “National Instrument 43-101, Standards of Disclosure for Mineral Projects.” For the exploration undertaken by Stardust, all assay batches are accompanied by rigorous quality assurance procedures, including the insertion of standards and blanks.