Stardust Solar Holdings Inc. entered into an amalgamation agreement to acquire Bold Capital Enterprises Ltd. (TSXV:BOLD.P) for approximately CAD 20.4 million in a reverse merger transaction on December 27, 2023. Pursuant to the transaction, Bold will consolidate its issued and outstanding common shares on the basis of 2.4876 common shares Bold for one common share of the Resulting Issuer (each a ?Resulting Issuer Share?), and issue an aggregate of 51,304,012 Resulting Issuer Shares to the Stardust shareholders, at a deemed issue price of CAD 0.3 per Resulting Issuer Share, valuing Stardust at CAD 15.4 million. Upon completion of the transaction, the shareholders of Stardust are expected to hold 51,304,012 Resulting Issuer Shares, representing 73% of the 70,304,012 issued and outstanding Resulting Issuer Shares on a non-diluted basis, and the current shareholders of Bold are expected to hold 19,000,000 Resulting Issuer Shares, representing 27% of the 70,304,012 issued and outstanding Resulting Issuer Shares on a non-diluted basis. Upon completion of the Transaction, the board of the Resulting Issuer is expected to be comprised of five individuals. Post merger, Bold to be renamed ?Stardust Solar Energy Inc.? (the ?Resulting Issuer?), will hold all of the issued and outstanding shares in the share capital of Stardust. It is expected that upon completion of the transaction, the Resulting Issuer will be listed as a Tier 2 Technology Issuer on the Exchange.

Completion of the transaction will be subject to certain conditions, including but not limited to: completion of due diligence by the parties; receipt of all necessary shareholder approvals of Stardust and Bold; receipt of all required regulatory and third party approvals and approval of the Transaction by the Exchange as Bold?s ?Qualifying Transaction. The transaction is expected to close on or before June 30, 2024.