Stardust Solar Announces Non-Brokered Private Placement of Secured Senior Convertible Debenture Units

Executive Summary

• Stardust Solar Energy Inc. announced a non‑brokered private placement of up to 1,500 senior secured convertible debenture units for aggregate gross proceeds of up to $1,500,000.
• Each unit consists of one $1,020 principal debenture (10% annual interest, 24‑month maturity) and 6,800 common share purchase warrants exercisable at $0.21 per share for 24 months.
• Net proceeds will be used to fund the Company’s solar project in Zambia and for general & administrative, marketing, and working capital purposes.

Key Details

• Offering Size: Up to 1,500 Debenture Units → $1,000 per unit → $1.5 M gross proceeds.
• Lead Investor: Plaza Capital (non‑brokered).
• Debenture Terms:
• Principal value: $1,020 per debenture.
• Interest rate: 10% per annum, payable in cash on the last business day of each month.
• Default interest rate: 25% per annum.
• Maturity: 24 months after closing.
• Conversion price: $0.15 per common share (adjustable, floor $0.115).
• Warrant Terms:
• Quantity: 6,800 warrants per unit.
• Exercise price: $0.21 per common share (adjustable, floor $0.115).
• Expiration: 24 months after closing.
• Security: Debentures secured by a general security agreement over all present and after‑acquired assets, guarantees from subsidiaries (Stardust Solar Holdings Inc., Stardust Solar Franchise Inc., Stardust Solar Technologies Inc., Stardust Solar Technologies USA, LLC), and a pledge of Company shares.
• Expense Reimbursement: Up to $25,000 (excluding taxes/disbursements) for Lead Investor’s reasonable out‑of‑pocket costs.
• Use of Proceeds:
• Funding the solar project in Zambia.
• General and administrative expenses.
• Marketing activities.
• Working capital.
• Closing Conditions: Subject to corporate and regulatory approvals (including TSXV), statutory hold period of four months + one day, no minimum subscription amount; may close in one or more tranches.

Notable Quotes

(No direct quotes were provided in the release.)