Stardust Solar Closes $1,000,000 Non-Brokered Private Placement of Secured Senior Convertible Debenture Units

Executive Summary

• Stardust Solar Energy Inc. closed a non‑brokered private placement of 1,000 senior secured convertible debenture units at $1,000 per unit, raising gross proceeds of $1,000,000.
• Each unit includes one $1,020 principal convertible debenture (10% annual interest) and 6,800 common share purchase warrants exercisable at $0.21 for 24 months.
• Net proceeds will fund the company’s solar project in Zambia and support general & administrative, marketing, and working‑capital needs.

Key Details

• Offering Size: 1,000 Debenture Units @ $1,000 per unit → $1,000,000 gross proceeds.
• Debenture Terms:
• Principal amount: $1,020 per debenture.
• Interest rate: 10% per annum (cash), rising to 25% upon default.
• Maturity: February 17, 2028.
• Conversion price: $0.15 per common share (adjustable, floor $0.115).
• Warrant Terms:
• Quantity: 6,800 warrants per unit.
• Exercise price: $0.21 per share (adjustable, floor $0.115).
• Expiration: 24 months after closing.
• Security & Guarantees:
• General security agreement over all present and after‑acquired assets of the company.
• Guarantees from subsidiaries – Stardust Solar Holdings Inc., Stardust Solar Franchise Inc., Stardust Solar Technologies Inc., and Stardust Solar Technologies USA, LLC.
• Pledge of shares held by the company for any securities issued to the Guarantors.
• Blocking Language: Holders prohibited from acquiring ≥10% of outstanding common shares through conversion or warrant exercise.
• Reimbursement to Investor: Company reimbursed $25,000 (excluding taxes) for out‑of‑pocket expenses incurred by Plaza Capital.
• Statutory Hold Period: All securities subject to a hold period expiring June 18, 2026.
• Use of Proceeds: Primarily to finance the Zambia solar project, with remaining funds allocated to general and administrative, marketing, and working capital purposes.

Notable Quotes

(No direct quotes were provided in the release.)