Stardust Solar Announces Definitive Agreement to Acquire Solar Grids' Assets, Expected to Add 49 New U.S. Franchise Territories

Stardust Solar Energy Inc. (TSXV: SUN) ("Stardust Solar" or the "Company"), a leading provider of residential solar energy solutions, announced that it has entered into a definitive agreement dated November 25, 2024 (the "Definitive Agreement") between, inter alia, the Company and Solar Grids Development LLC ("Solar Grids") to acquire 100% of the assets of Solar Grids, a U.S.-based solar energy company specializing in solar installations and franchise development (the "Acquisition"). The Company anticipates the Acquisition will close on or prior to November 30, 2024.

The Acquisition is expected to accelerate Stardust Solar's expansion into the U.S. solar market, adding an expected 49 new franchise territories and increasing the Company's total franchise network to approximately 80 locations across North America. Solar Grids currently operates in the high-demand regions of Colorado, Iowa, Michigan, Nebraska, Ohio, and Pennsylvania, which are expected to contribute immediately to Stardust Solar's revenue growth. 

"This Acquisition will represent a significant step forward in our strategic plan to expand our franchise footprint and accelerate solar energy adoption across North America," said Mark Tadros, Chairman and CEO of Stardust Solar. "Solar Grids has established a strong brand with a well-organized franchise network, and we are excited to integrate their operations and expertise into our growing ecosystem."

Synergies and Strategic Benefits

The Acquisition is expected to present significant synergies for Stardust Solar and its franchise network. By integrating the new franchises under its franchise agreement, Stardust Solar is expected to enhance its purchasing power, adding margin from product sales to the latest U.S. Franchises while enabling franchisees to offer competitive pricing to their customers. Additionally, the Acquisition is expected to allow newly integrated franchises to become certified Tesla Powerwall distributors, among other partnership benefits offered by Stardust Solar to franchisees, creating new potential revenue streams and strengthening the product offering across the network.

"Joining forces with Stardust Solar provides an excellent platform for growth," said Justin Kaiser, CEO of Solar Grids. "The combined franchise model empowers us to concentrate entirely on growth, accelerate scaling efforts, and create greater opportunities for success while expanding our capacity to drive the transition to solar energy across the U.S."

Terms of the Acquisition:

Pursuant to the terms of the Definitive Agreement, Stardust Solar will acquire, among other things:

• All rights, titles, and interests in Solar Grids' assets, including franchise agreements, intellectual property, and goodwill.
• Digital and physical assets contributing to the Solar Grids brand identity.
• Websites, training curricula, and business management systems supporting franchise operations (collectively, the "Purchased Assets").

As consideration for the Purchased Assets, the Company will issue to Solar Grids an aggregate of 4,000,000 common shares in the capital of the Company (the "Consideration Shares") at a deemed price of $0.25 per Consideration Share (subject to the policies of the TSXV). 85% of the Consideration Shares (the "Closing Shares") will be issued on the closing date of the Acquisition (the "Closing Date"), and the remaining 15% of the Consideration Shares will be issued on the date that is thirty-sixth months following the Closing Date (provided that if such date falls on a Saturday, Sunday or statutory holiday, the applicable Consideration Shares shall be issued on the following business day). 

The Acquisition is an arm's length transaction for the purposes of the policies of the TSX Venture Exchange (the "TSXV") and no finder's fees are payable in connection with the Acquisition. The Company expects that the Acquisition will meet the criteria of an "Expedited Acquisition" under TSXV Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets and remains subject to the TSXV's final acceptance. All securities issuable in connection with the Acquisition will be subject to a hold period of four months and one day after the date of issuance. In addition, the Closing Shares will be subject to voluntary restrictions on transfer commencing on the date of issuance, with 400,000 of such Closing Shares being released from such voluntary restrictions on the Closing Date and an additional 600,000 of such Closing Shares being released from such voluntary restrictions every six (6) months thereafter for a period of thirty (30) months from the Closing Date.

In addition to the Definitive Agreement, Justin Kaiser and Larry Schroder, the Solar Grids founders, will enter into three-year consulting agreements with Stardust Solar. Their roles will focus on driving new franchise sales in the U.S. market, with commissions based on sales leads.

The closing of the Acquisition is subject to customary closing conditions, including the receipt of TSXV approval and other regulatory approvals.

New Franchises Acquired:

Solar Grids | https://solargrids.com/

Stardust Solar | www.stardustsolar.com