GRAND RAPIDS, Mich., Sept. 17, 2026 (GLOBE NEWSWIRE) — Meritage Hospitality Group Inc. (OTCQX: MHGU) (“Meritage” or the “Company”), one of the nation’s largest restaurant operators, today announced that it has voluntarily filed petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Western District of Michigan (the “Court”). The Company took this step to strengthen its balance sheet and establish a sustainable capital structure that positions Meritage for long-term success.

Meritage presently operates 314 Wendy’s, one Bojangles and five independently branded concepts across 15 states. The Company anticipates maintaining restaurant-level operations during the restructuring process and intends to continue paying its approximately 9,000 team members their wages and benefits without interruption, subject to Court approval of customary “first day” motions described below. The Company also intends to continue honoring its commitments to guests and to pay suppliers and vendors in the ordinary course for goods and services provided on or after the filing date.

The filing follows a candid assessment of the financial pressures facing the Company, including the sustained system-wide headwinds affecting the broader Wendy’s brand over the past few years. The Company has a high level of confidence in the opportunity for a brand turnaround. Because the substantial majority of Meritage’s restaurant portfolio operates under Wendy’s brand, those system-wide pressures have had a significant impact on the Company’s financial position. After more than a year of working constructively with its lenders and its franchisor toward a solution, the Company’s Board of Directors and management team determined that a voluntary, court-supervised restructuring is the most effective and proactive path to strengthen Meritage’s finances, address these headwinds directly, and protect the long-term interests of its stakeholders, team members, guests, and communities.

Financing and Liquidity

The Company is in the process of obtaining debtor-in-possession (“DIP”) financing and expects this financing, together with cash generated from ongoing operations, to provide sufficient liquidity to support the business and meet its obligations throughout the Chapter 11 process. In connection with the filing, the Company will file a series of customary “first day” motions seeking Court authorization to continue paying employee wages and benefits, to honor certain customer programs, and to obtain other necessary relief so that it can maintain operations in the ordinary course.

Restructuring Plan and Path Forward

The Company believes that the Chapter 11 process will enable it to strengthen its balance sheet and create financial flexibility. The Company plans to use this process to connect with key stakeholders and determine the best way to maximize value for all stakeholders.

The Company’s restaurants will continue to serve guests every day, and its team members remain the heart of this business. This process will provide the Company with the tools to address its financial pressures and allow it to explore all strategic alternatives to maximize value on a timeline and with a plan to position the business for long-term success. The Company remains grateful for the continued loyalty and commitment of its team members, guests, vendors, and communities as it moves forward through this restructuring process.

Advisors

McDonald Hopkins LLC is serving as legal counsel and Fort Dearborn Partners is serving as restructuring advisor to the Company in connection with this process.

Additional Information and Court Filings

Court filings and information about the Chapter 11 process are available on a website maintained by the Company’s proposed claims and noticing agent, Kroll (https://restructuring.ra.kroll.com/Meritage/). Employees, vendors, and other stakeholders with questions may also contact mediarelations@mhgi.net.

About the Company

Meritage Hospitality Group currently operates 314 restaurants located in Arkansas, Connecticut, Florida, Georgia, Indiana, Massachusetts, Michigan, Missouri, Mississippi, North Carolina, Ohio, Oklahoma, Tennessee, Texas, and Virginia. Meritage is headquartered in Grand Rapids, Michigan, operating with a workforce of approximately 9,000 employees. As of June 28, 2026, the Company had fully diluted weighted average common shares outstanding of 6,720,000.

The Company’s current and publicly available information pursuant to amended SEC Rule 15c2-11 and FINRA Rule 6432 can be found at www.otcmarkets.com, under the stock symbol MHGU/Disclosures or the Company’s website, www.meritagehospitality.com.

Forward Looking Statements
Certain statements contained in this release and the reports we submit to the OTC, including this release, that are not historical facts constitute forward-looking statements. Factors set forth in our Safe Harbor Statement, in addition to other possible factors not listed, could affect the Company’s actual results and cause such results to differ materially from those expressed in forward-looking statements. Please review the Company’s Safe Harbor Statement at http://www.meritagehospitality.com.

CONTACT: mediarelations@mhgi.net
Meritage Hospitality Group Inc.
(616) 776-2600

GRAND RAPIDS, Mich., Sept. 17, 2026 (GLOBE NEWSWIRE) — Meritage Hospitality Group Inc. (OTCQX: MHGU) (“Meritage” or the “Company”), one of the nation’s largest restaurant operators, today announced that it has voluntarily filed petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Western District of Michigan (the “Court”). The Company took this step to strengthen its balance sheet and establish a sustainable capital structure that positions Meritage for long-term success.

Meritage presently operates 314 Wendy’s, one Bojangles and five independently branded concepts across 15 states. The Company anticipates maintaining restaurant-level operations during the restructuring process and intends to continue paying its approximately 9,000 team members their wages and benefits without interruption, subject to Court approval of customary “first day” motions described below. The Company also intends to continue honoring its commitments to guests and to pay suppliers and vendors in the ordinary course for goods and services provided on or after the filing date.

The filing follows a candid assessment of the financial pressures facing the Company, including the sustained system-wide headwinds affecting the broader Wendy’s brand over the past few years. The Company has a high level of confidence in the opportunity for a brand turnaround. Because the substantial majority of Meritage’s restaurant portfolio operates under Wendy’s brand, those system-wide pressures have had a significant impact on the Company’s financial position. After more than a year of working constructively with its lenders and its franchisor toward a solution, the Company’s Board of Directors and management team determined that a voluntary, court-supervised restructuring is the most effective and proactive path to strengthen Meritage’s finances, address these headwinds directly, and protect the long-term interests of its stakeholders, team members, guests, and communities.

Financing and Liquidity

The Company is in the process of obtaining debtor-in-possession (“DIP”) financing and expects this financing, together with cash generated from ongoing operations, to provide sufficient liquidity to support the business and meet its obligations throughout the Chapter 11 process. In connection with the filing, the Company will file a series of customary “first day” motions seeking Court authorization to continue paying employee wages and benefits, to honor certain customer programs, and to obtain other necessary relief so that it can maintain operations in the ordinary course.

Restructuring Plan and Path Forward

The Company believes that the Chapter 11 process will enable it to strengthen its balance sheet and create financial flexibility. The Company plans to use this process to connect with key stakeholders and determine the best way to maximize value for all stakeholders.

The Company’s restaurants will continue to serve guests every day, and its team members remain the heart of this business. This process will provide the Company with the tools to address its financial pressures and allow it to explore all strategic alternatives to maximize value on a timeline and with a plan to position the business for long-term success. The Company remains grateful for the continued loyalty and commitment of its team members, guests, vendors, and communities as it moves forward through this restructuring process.

Advisors

McDonald Hopkins LLC is serving as legal counsel and Fort Dearborn Partners is serving as restructuring advisor to the Company in connection with this process.

Additional Information and Court Filings

Court filings and information about the Chapter 11 process are available on a website maintained by the Company’s proposed claims and noticing agent, Kroll (https://restructuring.ra.kroll.com/Meritage/). Employees, vendors, and other stakeholders with questions may also contact mediarelations@mhgi.net.

About the Company

Meritage Hospitality Group currently operates 314 restaurants located in Arkansas, Connecticut, Florida, Georgia, Indiana, Massachusetts, Michigan, Missouri, Mississippi, North Carolina, Ohio, Oklahoma, Tennessee, Texas, and Virginia. Meritage is headquartered in Grand Rapids, Michigan, operating with a workforce of approximately 9,000 employees. As of June 28, 2026, the Company had fully diluted weighted average common shares outstanding of 6,720,000.

The Company’s current and publicly available information pursuant to amended SEC Rule 15c2-11 and FINRA Rule 6432 can be found at www.otcmarkets.com, under the stock symbol MHGU/Disclosures or the Company’s website, www.meritagehospitality.com.

Forward Looking Statements
Certain statements contained in this release and the reports we submit to the OTC, including this release, that are not historical facts constitute forward-looking statements. Factors set forth in our Safe Harbor Statement, in addition to other possible factors not listed, could affect the Company’s actual results and cause such results to differ materially from those expressed in forward-looking statements. Please review the Company’s Safe Harbor Statement at http://www.meritagehospitality.com.

CONTACT: mediarelations@mhgi.net
Meritage Hospitality Group Inc.
(616) 776-2600

MELBOURNE, Fla., Sept. 17, 2026 (GLOBE NEWSWIRE) — Orion180 Insurance Group Inc. (“Orion180”), a leading provider of flexible, customer-centric homeowners and flood insurance solutions, today announced the pricing of its initial public offering of 20,000,000 shares of its Class A common stock, at an initial public offering price of $12.00 per share. In addition, Orion180 has granted the underwriters a 30-day option to purchase up to an additional 3,000,000 shares of Class A common stock at the initial public offering price, less underwriting discounts and commissions. The shares are expected to begin trading on the Nasdaq Global Select Market on September 18, 2026, under the ticker symbol “OIG.” The offering is expected to close on September 21, 2026, subject to customary closing conditions.

RBC Capital Markets, UBS Investment Bank and Raymond James are acting as lead book-running managers, and Goldman Sachs & Co. LLC, Deutsche Bank Securities, Citizens Capital Markets and Texas Capital Securities are acting as book-running managers for the offering.

A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. The offering is being made only by means of a prospectus. Copies of the prospectus, when available, may be obtained from: RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, by phone at 1-877-822-4089, or by email: equityprospectus@rbccm.com; UBS Securities LLC, Attention: Prospectus Department, 11 Madison Avenue, New York, NY 10010, by phone at 1-888-827-7275, or by email: ol-prospectus-request@ubs.com; or Raymond James & Associates, Inc., Attention: Prospectus Department, 880 Carillon Parkway, St. Petersburg, FL 33716, by phone at 1-800-248-8863, or by email at prospectus@raymondjames.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Orion180 Insurance Group Inc.
Orion180 Insurance Group Inc. (Orion180) is a founder-led technology-focused, high growth, high-margin specialty insurance group delivering innovative insurance solutions with a growing footprint across the United States. Since beginning operations in 2018, Orion180 has organically grown to become the second largest excess and surplus (“E&S”) lines homeowners insurance provider in the United States by direct written premiums with a presence in 14 states. Orion180’s diverse product offerings across E&S and admitted homeowners’ insurance, private flood insurance, and a range of ancillary products are distributed through a network of more than 14,000 active independent agents as of June 30, 2026.

Orion180’s business is built on four core principles: (i) a relentless focus on innovation, (ii) real-time, data-driven decision-making through proprietary, end-to-end MY180 platform, (iii) ease of doing business, and (iv) long-term partnerships with distribution providers and reinsurance partners. Headquartered in Melbourne, Florida, Orion180 also has an office in Irving, Texas and a Service Center in Salt Lake City, Utah.

Orion180 Insurance Group Inc. Investors:
ir@orion180.com 

Orion180 Insurance Group Inc. Media:
Corporate Communications
media@orion180.com 

MELBOURNE, Fla., Sept. 17, 2026 (GLOBE NEWSWIRE) — Orion180 Insurance Group Inc. (“Orion180”), a leading provider of flexible, customer-centric homeowners and flood insurance solutions, today announced the pricing of its initial public offering of 20,000,000 shares of its Class A common stock, at an initial public offering price of $12.00 per share. In addition, Orion180 has granted the underwriters a 30-day option to purchase up to an additional 3,000,000 shares of Class A common stock at the initial public offering price, less underwriting discounts and commissions. The shares are expected to begin trading on the Nasdaq Global Select Market on September 18, 2026, under the ticker symbol “OIG.” The offering is expected to close on September 21, 2026, subject to customary closing conditions.

RBC Capital Markets, UBS Investment Bank and Raymond James are acting as lead book-running managers, and Goldman Sachs & Co. LLC, Deutsche Bank Securities, Citizens Capital Markets and Texas Capital Securities are acting as book-running managers for the offering.

A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. The offering is being made only by means of a prospectus. Copies of the prospectus, when available, may be obtained from: RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, by phone at 1-877-822-4089, or by email: equityprospectus@rbccm.com; UBS Securities LLC, Attention: Prospectus Department, 11 Madison Avenue, New York, NY 10010, by phone at 1-888-827-7275, or by email: ol-prospectus-request@ubs.com; or Raymond James & Associates, Inc., Attention: Prospectus Department, 880 Carillon Parkway, St. Petersburg, FL 33716, by phone at 1-800-248-8863, or by email at prospectus@raymondjames.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Orion180 Insurance Group Inc.
Orion180 Insurance Group Inc. (Orion180) is a founder-led technology-focused, high growth, high-margin specialty insurance group delivering innovative insurance solutions with a growing footprint across the United States. Since beginning operations in 2018, Orion180 has organically grown to become the second largest excess and surplus (“E&S”) lines homeowners insurance provider in the United States by direct written premiums with a presence in 14 states. Orion180’s diverse product offerings across E&S and admitted homeowners’ insurance, private flood insurance, and a range of ancillary products are distributed through a network of more than 14,000 active independent agents as of June 30, 2026.

Orion180’s business is built on four core principles: (i) a relentless focus on innovation, (ii) real-time, data-driven decision-making through proprietary, end-to-end MY180 platform, (iii) ease of doing business, and (iv) long-term partnerships with distribution providers and reinsurance partners. Headquartered in Melbourne, Florida, Orion180 also has an office in Irving, Texas and a Service Center in Salt Lake City, Utah.

Orion180 Insurance Group Inc. Investors:
ir@orion180.com 

Orion180 Insurance Group Inc. Media:
Corporate Communications
media@orion180.com 

تورنتو وسان فرانسيسكو–(BUSINESS WIRE)–اليوم، أعلنتBeacon Software ‏ (Beacon)، وهي أول شركة قابضة مركزية للذكاء الاصطناعي، استحواذها على Haize Labs، وهي شركة موثوقية الذكاء الاصطناعي التي تختبر وكلاء الذكاء الاصطناعي وتحميها لنشرها في العالم الحقيقي. سينضم فريق Haize Labs إلى Beacon لتشكيل مجموعة أبحاث الذكاء الاصطناعي التطبيقية، وسينضم المؤسس المشارك والرئيس التنفيذي Leonard Tang كنائب رئيس لأبحاث الذكاء الاصطناعي لقيادة نظام تشغيله الذي يتم نشره في جميع شركات Beacon.تؤمن شركة Beacon بأن أسرع

تورنتو وسان فرانسيسكو–(BUSINESS WIRE)–اليوم، أعلنتBeacon Software ‏ (Beacon)، وهي أول شركة قابضة مركزية للذكاء الاصطناعي، استحواذها على Haize Labs، وهي شركة موثوقية الذكاء الاصطناعي التي تختبر وكلاء الذكاء الاصطناعي وتحميها لنشرها في العالم الحقيقي. سينضم فريق Haize Labs إلى Beacon لتشكيل مجموعة أبحاث الذكاء الاصطناعي التطبيقية، وسينضم المؤسس المشارك والرئيس التنفيذي Leonard Tang كنائب رئيس لأبحاث الذكاء الاصطناعي لقيادة نظام تشغيله الذي يتم نشره في جميع شركات Beacon.تؤمن شركة Beacon بأن أسرع

نيويورك–(BUSINESS WIRE)–أطلقت Elliptic، الشركة العالمية الرائدة في مجال إدارة المخاطر على السلسلة، اليوم وكيل Decode، وهو وكيل ذكاء اصطناعي مُبنَى على منصة الذكاء الاستخباراتي التابعة لشركة Elliptic. يجيب وكيل Decode عن الأسئلة بلغة طبيعية حول عناوين الأصول الرقمية وتعرضها للمخاطر في غضون ثوانٍ، ويعيد الأدلة الكامنة خلف كل إجابة.تحتاج فرق الامتثال والتحقيقات إلى إجابات عن أسئلة لم تكن ضمن الحسبان. وقد أصبحت القدرة على استخلاص هذه الإجابات من البيانات مهارةً تخصصية، مما يجعل تلك الأسئلة إما معل

نيويورك–(BUSINESS WIRE)–أطلقت Elliptic، الشركة العالمية الرائدة في مجال إدارة المخاطر على السلسلة، اليوم وكيل Decode، وهو وكيل ذكاء اصطناعي مُبنَى على منصة الذكاء الاستخباراتي التابعة لشركة Elliptic. يجيب وكيل Decode عن الأسئلة بلغة طبيعية حول عناوين الأصول الرقمية وتعرضها للمخاطر في غضون ثوانٍ، ويعيد الأدلة الكامنة خلف كل إجابة.تحتاج فرق الامتثال والتحقيقات إلى إجابات عن أسئلة لم تكن ضمن الحسبان. وقد أصبحت القدرة على استخلاص هذه الإجابات من البيانات مهارةً تخصصية، مما يجعل تلك الأسئلة إما معل

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

TORONTO, Sept. 17, 2026 (GLOBE NEWSWIRE) — Stardust Metal Corp. (TSXV:ZIGY) (“Stardust” or the “Company“) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (“Canaccord“), as lead agent and sole bookrunner, on behalf of a syndicate of agents to be formed (collectively, the “Agents“), in connection with a “best efforts” private placement offering for aggregate gross proceeds of up to $12.6 million (the “Offering“). The Company has received a lead order from a recognized publicly traded regional producer.

The Offering will consist of a combination of: (i) up to 3,345,000 premium flow-through common shares of the Company (the “Premium FT Shares“) at a price of $2.725 per Premium FT Share; and (ii) up to 1,784,000 common shares of the Company (the “Common Shares“) at a price of $1.95 per Common Share.

In addition, the Company will grant the Agents an option to sell an additional 15% of each of the Premium FT Shares and Common Shares, to raise additional gross proceeds of up to $1,888,600, on the same terms and conditions as set out herein, exercisable in whole or in part at any time 48 hours prior to the closing of the Offering. In the event that the Agents exercise the option in full, the gross proceeds of the Offering would be $14.5 million.  

In consideration for their services in connection with the Offering, the Agents will receive a cash commission equal to up to 6% of the gross proceeds raised in the Offering.

The gross proceeds from the sale of the Premium FT Shares will be used by the Company 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)) (the “Qualifying Expenditures“) related to the Company’s projects in Ontario on or before December 31, 2027. All Qualifying Expenditures will be renounced in favour of the subscribers of the Premium FT Shares effective no later than December 31, 2026. In the event that the Company is unable to renounce the Qualifying Expenditures and/or 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. The net proceeds from the sale of the Common Shares will be used for working capital and general corporate purposes.

The Premium FT Shares and Common Shares will be 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.

Closing of the Offering is expected to occur on or about October 8, 2026 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange. The Premium FT Shares and Common Shares issued under the Offering will be subject to a statutory hold period in Canada expiring four months and one day from the closing of the Offering.

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.

For the latest videos from Stardust, Ore Group, and all things mining, subscribe to our YouTube Channel here.

For further information, please contact:

Janet Meiklejohn
VP Corporate Development
Phone: 416.644.1567
Email: jmeiklejohn@oregroup.ca

www.stardustmetal.com  

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 completion of the Offering, the gross proceeds to be raised in the Offering, fees payable in connection with the Offering, and the planned use of proceeds 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; 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

TORONTO, Sept. 17, 2026 (GLOBE NEWSWIRE) — Stardust Metal Corp. (TSXV:ZIGY) (“Stardust” or the “Company“) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (“Canaccord“), as lead agent and sole bookrunner, on behalf of a syndicate of agents to be formed (collectively, the “Agents“), in connection with a “best efforts” private placement offering for aggregate gross proceeds of up to $12.6 million (the “Offering“). The Company has received a lead order from a recognized publicly traded regional producer.

The Offering will consist of a combination of: (i) up to 3,345,000 premium flow-through common shares of the Company (the “Premium FT Shares“) at a price of $2.725 per Premium FT Share; and (ii) up to 1,784,000 common shares of the Company (the “Common Shares“) at a price of $1.95 per Common Share.

In addition, the Company will grant the Agents an option to sell an additional 15% of each of the Premium FT Shares and Common Shares, to raise additional gross proceeds of up to $1,888,600, on the same terms and conditions as set out herein, exercisable in whole or in part at any time 48 hours prior to the closing of the Offering. In the event that the Agents exercise the option in full, the gross proceeds of the Offering would be $14.5 million.  

In consideration for their services in connection with the Offering, the Agents will receive a cash commission equal to up to 6% of the gross proceeds raised in the Offering.

The gross proceeds from the sale of the Premium FT Shares will be used by the Company 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)) (the “Qualifying Expenditures“) related to the Company’s projects in Ontario on or before December 31, 2027. All Qualifying Expenditures will be renounced in favour of the subscribers of the Premium FT Shares effective no later than December 31, 2026. In the event that the Company is unable to renounce the Qualifying Expenditures and/or 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. The net proceeds from the sale of the Common Shares will be used for working capital and general corporate purposes.

The Premium FT Shares and Common Shares will be 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.

Closing of the Offering is expected to occur on or about October 8, 2026 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange. The Premium FT Shares and Common Shares issued under the Offering will be subject to a statutory hold period in Canada expiring four months and one day from the closing of the Offering.

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.

For the latest videos from Stardust, Ore Group, and all things mining, subscribe to our YouTube Channel here.

For further information, please contact:

Janet Meiklejohn
VP Corporate Development
Phone: 416.644.1567
Email: jmeiklejohn@oregroup.ca

www.stardustmetal.com  

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 completion of the Offering, the gross proceeds to be raised in the Offering, fees payable in connection with the Offering, and the planned use of proceeds 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; 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.

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