Stardust Metal Closes $14.5 Million Brokered Private Placement

Toronto, Ontario--(Newsfile Corp. - October 8, 2026) - Stardust Metal Corp. (TSXV: ZIGY) ("Stardust" or the "Company") is pleased to announce that it has closed its brokered private placement offering (the "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. (collectively, the "Agents"), 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 (the "Premium FT Shares") 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 (the "Common Shares") 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 (the "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) (the "Qualifying Expenditures") 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.

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.

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Forward-Looking Statements

This news release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws. These statements relate to future events of the Company including the Company's exploration plans and the anticipated results therefrom, the use of proceeds from the Offering, the expected receipt of TSX Venture Exchange final approval, the tax treatment of the Premium FT Shares, the expected incurrence by the Company of eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures", the renunciation by the Company of the Qualifying Expenditures to each initial subscriber of Premium FT Shares effective no later than December 31, 2026, and other expected tax implications in respect of the Offering. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "outlook" and similar expressions) are not statements of historical fact and may be forward-looking information. All statements, other than statements of historical fact, included herein are forward-looking statements. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks include, among others: the state of the equity financing markets in Canada and other jurisdictions; the receipt of regulatory approvals; fluctuations in metals prices; the inherent risk of the mining industry; adverse economic and market developments; risks of unexpected cost increases; risks relating to exploration and development activities; risks relating to future prices of mineral resources; risks related to work site accidents; risks related to geological uncertainties and variations; risks related to government and community support of the Company's projects; the expected tax treatment of the Premium FT Shares; and other risks related to the mining industry. The Company believes that the expectations reflected in such forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. These statements speak only as of the date of this news release. The Company does not intend, and does not assume any obligation, to update any forward-looking information except as required by law. Additional information identifying risks and uncertainties is contained in filings by Stardust with Canadian securities regulators, which filings are available under Stardust's profile at www.sedarplus.ca.

Neither the 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 news release.

Not for distribution to United States newswire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/318025

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