NASDAQ: SDSTW

Stardust Power’s BGLC refinery is being designed and developed to
help foster energy independence for the United States. The Company seeks to become a sustainable, cost-effective supplier of BGLC for
energy storage across energy storage systems, e-mobility, grid infrastructure, and data centers. The Facility is expected to be optimized
for multiple inputs of lithium chloride feedstocks. Upon completion of the Facility, Stardust Power expects to secure multiple sources
of feedstock from various lithium producers, with the Facility expected to become one of the largest lithium refineries in North America.
Stardust Power has previously entered and intends to enter into letters of intent and memoranda of understanding to avail itself of lithium
brine feedstock supply. Stardust Power’s business strategy will depend on such agreements and its ability to source lithium chloride.

Stardust Power expects to source lithium feedstock from various suppliers
and may make investments upstream to secure additional feedstock. However, there is uncertainty as to whether, and to what extent economically
recoverable lithium exists at such resources and as such the possibility exists that these efforts may not yield desired economic results.
For more information on associated risks, please see “Risk Factors - We face numerous risks related to exploration, construction,
and extraction of brine by our suppliers.” The Company plans to sell its products to and for the benefit of battery manufacturers,
the United States’ defense industrial base, and Western original equipment manufacturers (“OEMs”). The Company
is not currently producing or selling any BGLC.

Some of the key driving factors for potential growth of the lithium refining
industry are the anticipated increasing demand for battery-grade lithium products, fueled largely by the anticipated demand and production
of energy storage systems, handheld electronics and EVs. We anticipate Western automotive OEMs and battery manufacturers to increasingly
seek domestic supply sources. The demand for battery-grade lithium is rapidly diversifying beyond electric vehicles, driven by significant
growth in data centers, energy storage systems (“ESS”), and military applications. The accelerating deployment of hyperscale
data centers, driven by artificial intelligence (“AI”) workloads and global digitalization, requires robust, high-density
battery backup systems to ensure uninterrupted operations, while the global transition to renewable energy is fueling ESS installations
that rely heavily on lithium-based chemistries for grid stability and energy arbitrage. In parallel, defense and aerospace sectors are
expanding their use of advanced lithium-ion technologies for mobile power, unmanned systems, and tactical energy storage, creating additional
strategic demand. We believe these sectors represent a growing share of lithium consumption, and underscore a broader, multi-sector reliance
on secure and scalable battery-grade lithium supply chains.

We believe this has led to increasing demand for the critical minerals
used in battery cells, such as lithium, driven by strong governmental incentives for American manufacturing and an evolving geopolitical
climate that is creating a national security priority for the United States’ market. For more information on the demand of EVs and
battery-grade lithium, please see “Current United States Lithium Refinery Landscape-EV Market Driving Demand for Lithium”
below. Stardust Power’s market is the United States’ domestic demand market, which has been estimated in terms of lithium
carbonate equivalent (“LCE”) to be over 200,000 tons by 2030, and to approximately 470,000 tons by the mid-20301.
For more information, please see the graph in “United States Market - Lithium Battery Landscape” below.

1
Fastmarkets “Lithium 10-year forecast report”, dated November 2025

1

In
February 2023, the Company (through its fully owned subsidiary, Stardust Power LLC) received an illustrative incentive analysis for up
to $257 million in performance-based incentives, based on Stardust Power meeting certain criteria, from the State of Oklahoma (covering
Phase 1 and 2) and potential federal incentives analysis, which may also include federal grants. For more information on the incentives
and milestones required to be achieved in order to receive such incentives, please see “State Incentives” below.

On
January 10, 2024, Stardust Power and the City of Muskogee entered into a Purchase and Sale Agreement (“the PSA”) to
purchase the site in Southside Industrial Park, Muskogee, Oklahoma in Port Muskogee for a total of $1,662,030. On December 16, 2024,
the Company completed the purchase and acquired title to the land.

Lithium
Industry

Competition
and Industry Overview

The
global market for lithium is being driven primarily by the development and manufacturing of cathode active material for lithium-ion batteries.
Cathode material capacity and production is currently concentrated in Asia, particularly China, Japan and Korea.

In
the coming years, significant cathode material production capacity is expected to come online in Europe and North America while
capacity and production in China, Japan, Korea also is expected to increase. The market for lithium compounds faces barriers to
entry, including access to an adequate and stable supply of lithium feedstock, the need to produce sufficient quality and quantity,
technical expertise and development lead time.

China’s
Dominance in Lithium-ion Batteries and the Need for Domestic Sources in the United States

Lithium-ion
batteries have become the rechargeable battery of choice in cell phones, computers, electric vehicles, and large scale electric stationary
storage systems. Global production capacity of lithium-ion batteries was approximately 2.5 terawatt-hours (“TWh”)
per year at the end of 2025 and is forecasted to grow to approximately 5 TWh in 2036, led by China, which is projected to account
for more than half the market share2. This is supported by regulatory and consumer-driven tailwinds increasing demand for
power-consumption through higher performance applications. This, in turn, is driving the need for resilient and geographically diverse
sources of battery metals and precursor materials, including lithium.

The
battery supply chain can be separated into three segments:

●
upstream
(mining and extraction of raw materials);

●
midstream
(processing of raw materials into battery-grade components); and

●
downstream
(cell and pack manufacturing, as well as end-of-life recycling and reuse)3.

The
supply chains for the critical minerals in these batteries differ in terms of the geography of raw material production, although a few
countries produce the majority of supply for each critical mineral. Arguably the most important choice is the selection of cathode material,
as cathodes are over half of the cost of a battery cell and largely determine crucial battery characteristics such as energy density
and charging speed.4

China’s
mined production is forecasted to increase to 905,650 tons of LCE in 2035, rising at a compound annual growth rate (“CAGR”)
of 8% from 408,100 tons of LCE in 2025. 5

Chemical
refiners source battery-grade materials from suppliers to manufacture into cell components, including cathodes, anodes, electrolytes,
and separators. The majority of global refining capacity is currently located in Asia.6

2
https://www.altenergymag.com/news/2025/11/20/global-lithium-ion-battery-capacity-to-reach-54-twh-by-2036-but-gigafactory-growth-cools-according-to-idtechex/46385/#:~:text=The%20top%206%20players%20account%20for%20more,Lithium%2DIon%20batteries%20was%20more%20than%202500%20GWh.

3
“Electric vehicle battery chemistry affects supply chain disruption vulnerabilities”. Anthony L. Cheng, Erica R. H. Fuchs,
Valerie J. Karplus and Jeremy J. Michalek. Accessed at: https://www.ncbi.nlm.nih.gov/pmc/articles/PMC10923860/.

4
Id.

5
Fastmarkets “Lithium 10-year forecast report”, dated November 2025

6
Visual Capitalist. “China’s Dominance in Battery Manufacturing”, dated January 19, 2023. Available at: https://www.visualcapitalist.com/chinas-dominance-in-battery-manufacturing/.

2

Cell
manufacturers source cell components and assemble those components into modules and packs, which are then sold to OEMs. Cell manufacturing
is currently concentrated in China, with the country accounting for over 85% of global production capacity, as of 2024, but the concentration is estimated to decrease to 67% in 2030.7

Each
segment of the lithium-ion battery supply chain has seen disparate quantities of investment, with those variations further pronounced
with specific geographies. While there is significant cell manufacturing and OEM manufacturing capacity in the United States, a minority
of global battery materials, particularly as they relate to EVs, are sourced from inside the United States resulting in a severe domestic
capacity imbalance for processing such materials.8 This risk in the security, and cost of supply has resulted in numerous
issues for industries reliant on lithium-ion batteries and has the potential to setback the adoption of EVs and renewable energy storage.
As a result, Stardust Power intends to focus its business strategy on the United States’ domestic refining BGLC utilizing federal
and state government incentives, in addition to public and private market investments.

Current
United States Lithium Refinery Landscape

The
United States lithium refinery landscape is rapidly evolving, with significant developments underway to bolster domestic capabilities
in lithium production, crucial for battery-grade materials used in EVs and other technologies. Here is an overview of notable projects
and how Stardust Power aligns:

1.
Stardust
Power intends to build one of the largest battery-grade lithium refineries in North America. The Facility is expected to produce
up to 50,000 metric tpa once fully operational.

2.
Tesla
has commenced operations at its new lithium refining factory in Texas. The site, located outside of Corpus Christi, is the first
large-scale refinery for battery-grade lithium in the U.S., and the first industrial deployment of an acid-free lithium refining
route.9

3.
ExxonMobil
is building a lithium processing facility in Arkansas, establishing a refinery expected to support the production of over 1 million
EVs by 2030.10

4.
Ioneer
Ltd has announced it is advancing the Rhyolite Ridge Lithium-Boron Project in Nevada, with plans to significantly contribute to the
United States lithium supply.11

5.
Lithium
Americas has announced that the Thacker Pass project by Lithium Americas in Humboldt County, Nevada, is targeting a substantial lithium
carbonate production capacity. They have announced that the mechanical completion of Phase 1 production is targeted for 2027.12

6.
Standard
Lithium has announced that its South West Arkansas Project plans for initial annual capacity of 22,500 tons of battery-quality lithium
carbonate, with first production expected in 202813.

Competitive
Landscape and New Market Entrants

The
United States lithium refining sector is seeing increased activity, partly driven by government policies such as grant programs and financings
and the Inflation Reduction Act, which incentivizes domestic production. New players like Stardust Power are entering the market, positioning
themselves through strategic initiatives such as mergers and joint ventures to fund their development. Existing firms like Albemarle
are expanding their operations to capitalize on the growing demand for lithium, driven by the EV market expansion.

7
https://www.electrive.com/2025/06/03/iea-report-dimensions-and-trends-of-the-global-battery-market/#:~:text=Cell%20production:%20installed%20capacity%20at,producers%2C%E2%80%9D%20the%20report%20states.

8
Congressional Research Service. Critical Minerals in Electric Vehicle Batteries, dated August 29, 2022 (Report No. R47227). Retrieved
from https://crsreports.congress.gov/product/pdf/R/R47227.

9
https://www.teslarati.com/tesla-first-us-lithium-refinery-texas/

10
https://www.reuters.com/markets/commodities/exxon-aims-make-key-lithium-technology-decision-by-year-end-2024-02-15/

#:~:text=The%20company%20last%20fall%20announced,electric%20vehicle%20(EV)%20batteries

11
https://www.ioneer.com/rhyolite-ridge-project/about-rhyolite-ridge/

12
https://lithiumamericas.com/news/news-details/2024/Lithium-Americas-Provides-a-Thacker-Pass-Construction-Plan-Update/

default.aspx#:~:text=PROJECT%20TIMELINE,full%20capacity%20production%20in%202028

13
https://www.standardlithium.com/news/smackover-lithium-receives-key-final-integration-approval-from-the-arkansas-oil-and-gas-com

3

Stardust
Power’s Position Relative to Competitors

Stardust Power intends to position itself as a key player in the domestic
supply chain for lithium, a critical material for battery production. Lithium refining capacity is a key bottleneck in the supply chain
that needs to be addressed to establish a resilient critical minerals US supply chain. By seeking to establish one of the largest refineries
of its kind in the United States, Stardust Power aims to enhance its competitive edge and market visibility. Our strategic location in
Oklahoma, provides a centralized hub by which we intend to leverage existing multi-modal transportation infrastructure, aligning logistically
with upstream sources of feedstock and downstream customers.

Unlike the hard rock or clay lithium refineries of the other United States
players in the industry, the Company’s central refinery is being designed to be optimized for multiple lithium chloride inputs derived
from brine. By utilizing a “hub and spoke” refinery model, the Company believes it can scale production more efficiently through
sourcing feedstock from different sources in the Americas that are rapidly developing across the region. We believe this provides a competitive
advantage of minimizing the dependence on a single supply source and establishing an attractive long-term refining infrastructure to support
the development of regional upstream capacity.

Future
Outlook

The United States lithium demand is expected to continue robust growth,
with continued investments and expansions, given the political support towards onshoring of critical mineral production in the United
States. The entry of new players like Stardust Power indicates a dynamic shift towards increasing domestic production capabilities and
addressing significant bottlenecks in the domestic supply chain. We believe that this trend is underway as the demand for lithium-ion
batteries has escalated and the United States seeks to reduce its reliance on foreign critical minerals.

In summary, we believe the United States lithium refinery sector is critical
and on a robust growth trajectory, with significant investments from both new entrants like Stardust Power and established players. This
expansion is crucial for supporting the broader energy transition and EV market growth in the United States.

Overall
Market Opportunity

The
lithium market is expected to grow significantly through 2030 as a result of growth in the energy storage segment (‘ESS”)
and the electrification of cars and trucks. The LCE demand from ESS is expected to grow at a CAGR of 13%, reaching 862,000 tons of LCE
in 2035 from 250,000 tons of LCE in 2025. However, from 2030, the rise of alternative chemistries used by ESS providers, such as sodium-ion,
could cause a slight easing in the growth of lithium demand. 14 Due to the strict rules that internal combustion engine automakers
must adhere to in order to reduce carbon dioxide emissions from automobiles, the automotive application market is estimated to increase
significantly over the course of the projection period. This has led to the increased focus on EVs by automakers, which in turn is expected
to increase demand for lithium and related goods. A typical EV battery would require about 850 grams of BGLC per kilowatt-hours (“kWh”)15,
and each EV has an average battery capacity of 65 kWh. Hence, an average EV will require approximately 55 kg of BGLC16. Given
that the Company’s refinery is expected to be able to produce up to 50,000 metric tpa of BGLC, Stardust Power estimates it should
be able to supply batteries to approximately 1 million EVs, or approximately 8% of the United States’ EV market by 2035, which
is estimated at 12.2 million EVs.17

Furthermore,
the growing lithium-ion battery market is expected to benefit from the continued advancement of DLE technologies, further described below,
which may enhance the industry’s ability to respond promptly to rising demand.

In
light of the Company’s objective to emerge as a significant supplier of BGLC within the United States, it is estimated that a portion
of the global lithium market constitutes the Company’s TAM.

14
Fastmarkets “Lithium 10-year forecast report”, dated November 2025

15
International Renewable Energy Agency. “Lithium is critical to the energy transition. IRENA” dated 2022. Available at: https://www.irena.org/-/media/Files/IRENA/Agency/Technical-Papers/IRENA_Critical_Materials_Lithium_2022.pdf

16
https://www.iea.org/reports/global-ev-outlook-2025/electric-vehicle-batteries

17
https://www.eei.org/en/news/news/all/eei-projects-78-million-evs-will-be-on-us-roads-in-2035

4

Additionally, market analysis and industry trends indicates the growing
demand for BGLC, particularly within the context of the expanding EV market and advancements in energy storage solutions. Given the pivotal
role of BGLC in powering EVs and supporting renewable energy integration, the projected growth trajectory of the lithium product market
supports the Company’s focus on this segment as its TAM. Furthermore, the Company’s strategic positioning and expected operational
capabilities aimed at servicing the United States’ market support the viability of targeting this segment within the broader global
lithium market. Additionally, the market impact of the Facility may be assessed from the demand side by calculating the units of EVs that
is expected to be supplied by the plant, which is expected to be approximately 1 million EV’s.

Global
near-term passenger EV sales and EV share of new passenger-vehicle sales by market

EV
Market Driving Demand for Lithium

According
to Bloomberg NEF’s 2025 Electric Vehicle Outlook (“BNEF EV 2025”), under the Economic Transition Scenario
(“ETS”) 18, EVs are expected to reach 56% of global passenger vehicle sales by 2035 and 70% by 2040.
Despite rapid EV adoption, only 40% of the global passenger-vehicle fleet are expected to be electric by 2040 under the ETS. EV adoption is faster than that in several countries, like the Nordics (72%), China (69%), or the UK (66%), but some of the biggest car
markets, like the US and Japan, are much slower.

18
Bloomberg NEF. “Electric Vehicle Outlook 2025”, dated 2025. Available at:
https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview

5

Fuel-economy and carbon-dioxide emissions regulations applicable to commercial
vehicles, together with the environmental and decarbonization commitments of an increasing number of corporate fleet operators, are expected
to support continued growth in electric commercial vehicle adoption. Under Bloomberg NEF’s ETS, electrification is projected to
expand beyond passenger vehicles into commercial vans, trucks and buses, with light-duty commercial vehicles expected to adopt more rapidly
due to favorable total cost of ownership relative to diesel alternatives. Bloomberg NEF estimates that electric vans could account for
more than one-third of global new van sales by 2030, while battery-electric trucks are expected to approach approximately 15% of global
new sales by that time, with adoption expected to continue to increase thereafter. Electric bus adoption is also advancing globally, supported
by government policy measures, with more than half of city bus sales in Europe now electric and Europe largely on track to meet the European
Union’s target of 100% zero-emission city bus sales by 203519.

Lithium
Market Current Dynamics

The
global lithium market has recently experienced substantial price fluctuations. Spot prices peaked at over $80,000 per ton in December
2022 but has since declined to just over $10,000 per ton as of March 2025, with a slight rebound to approximately $23,093 per ton in
January 30, 202620. This downturn, attributed to oversupply and softened demand, raises concerns for industries reliant on
lithium-ion batteries, such as EVs, renewable energy storage, consumer electronics and refineries. The decline may have implications
for the industry and for Stardust Power.

Despite
price declines, long-term demand for lithium is expected to remain supported by continued growth in global energy demand, including increased
adoption of electric vehicles and energy storage systems. While near-term pricing remains subject to uncertainty due to excess supply,
market participants generally expect supply-demand conditions to rebalance over time as demand growth absorbs surplus capacity; however,
the timing and magnitude of any recovery remain uncertain and subject to macroeconomic conditions, policy developments, technological
change and future supply responses.

Per
the Fastmarkets Q4 2025 Lithium 10-year Forecast Supply/Demand Report (the “Fastmarkets Report”), lithium deficit
is expected to be delayed to 2029. The 2027 and 2028 years are now forecasted to move to a surplus of 18,000 tons in 2027 and 14,000
tons in 2028. The overall forecast for lithium demand has increased by roughly 32,000 tons of LCE for 2027 and 26,000 tons of LCE for
2028. The report increased expectations for demand from the ESS market. This is a result of China continuing to support widespread ESS
deployment via policy, as well as increased demand from the US market due to the expected adoption of ESS by AI data centers. The model
continues to project significant supply shortfalls from 2030, which grow over time. The expectation of significantly higher prices in
the next decade is likely to incentivize new supply, which should help mitigate these shortfalls.

19
Bloomberg NEF. “Electric Vehicle Outlook 2025” dated 2025. Available at:
https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview

20
Lithium - Price - Chart - Historical Data - News

6

Future
Lithium Supply

Currently, much of the lithium mining is situated in Australia and Latin
America followed by China. An announced pipeline of projects will likely introduce new players and geographies to the lithium-mining map.
The Fastmarkets report estimates that global lithium salts output will reach 1.48 million tons of LCE in 2025, which includes 1.07 million
tons of carbonate, 390,000 tons (LCE basis) of hydroxide and 30,000 tons (LCE basis) of other salts.21

While forecasted demand and supply indicates a balanced industry for the
short term, there is a potential need to galvanize new capacity by 2030. Additional lithium sources required to bridge the supply gap
are predicted to come from different types of lithium sources. The four lithium sources that are expected to create the greatest opportunity
for Stardust Power’s feedstock are from (i) oilfield brines (ii) salt flats (iii) produced water and (iv) geothermal brines.

1
Oilfield
Brines – Oilfield brines are highly saline fluid occurring naturally in subsurface petroleum reservoirs, typically co-produced
with hydrocarbons, and composed predominantly of dissolved inorganic salts, metals, dissolved gases, and organic compounds.

2
Salt
Flats - Salt flats, also known as salt pans or saltpans, are vast expanses of land covered with salt and other minerals left
behind by the evaporation of water. These flats often contain lithium-rich brine beneath their surface layers. By implementing DLE
technology, lithium can be efficiently extracted from the brine beneath salt flats.

3
Produced
Water - Produced water, a residual from oil and gas extraction, is commonly viewed as waste. However, produced water holds
potential with its mineral content, notably lithium. Its reservoirs are promising for extraction. DLE is able isolate and
concentrate lithium ions from produced water in order to extract the lithium.

4
Geothermal
Brine - Geothermal brine refers to the hot water that naturally occurs beneath the Earth’s surface, typically in areas
with volcanic activity or high levels of geothermal heat. It contains dissolved minerals and salts, including lithium. DLE methods
aim to selectively extract lithium from geothermal brine efficiently.

The
Domestic Market in the United States

Lithium-Battery
Landscape

Current
and projected demand is dominated by EVs, but lithium-ion batteries also are ubiquitous in consumer electronics, critical defense applications,
and in stationary storage for the electric grid. We believe EVs have changed the domestic economy in irreversible ways. With the increasing
electrification of the United States’ transportation sector, growth in employment associated with EVs has already been demonstrated.
In the United States, EV sales have increased in recent years, and remain influenced by policy developments, infrastructure availability
and consumer cost considerations. Over the long term, electric vehicles are expected to represent an increasing share of new passenger
vehicle sales in the United States, and the pace of adoption will continue to evolve alongside regulatory and market conditions. Capturing
this market is key for the future viability of the United States auto industry, which historically has contributed 5.5% of the total
United States’ gross domestic product.

In
addition to EVs, Bloomberg NEF projects rapid growth in stationary energy storage deployment to support grid reliability, renewable
energy integration and peak-load management. Participation in this growing lithium-based battery market requires a robust domestic
supply chain spanning upstream raw materials, midstream refining and downstream battery manufacturing. Establishing such supply
chains is viewed as strategically important to reduce reliance on imports, mitigate geopolitical risk and support domestic
manufacturing. Stardust Power intends to participate in this evolving market through the development of its lithium refining
operations, positioning the Company within the midstream segment of the battery supply chain.

21
Fastmarkets “Lithium 10-year forecast report”, dated November 2025

7

Lithium
US Carbonate supply-demand balance

Per the Fastmarkets Report, US demand rose from 60kt LCE in 2022 to 109
kt LCE in 2024. In 2025, LCE demand from the EV and ESS market rose to 139 kt LCE. The majority of this gain in demand came from the ESS
market with a lower uptake in EVs expected as a result of the removal of consumer subsidies. The 30D consumer tax credit, which ended
on September 2025, is expected to lead to low EV lithium demand growth in the US in 2026.22

Post-2026 Fastmarkets expects to see strong demand growth to return to
the United States market. Over the coming 10 years, US lithium demand is forecast to rise at a 21% CAGR reaching 883 kt LCE by 2035. Demand
from the EV sector is forecast to rise to 680 kt LCE, with ESS demand rising to 203 kt LCE. Fastmarkets estimates that U.S. lithium carbonate
demand in 2025 reached around 100,000 tonnes. In their estimation, demand is expected to grow with the current domestic imbalance only
growing through 2035. Even with all operating plants and brine/mine projects under development, it will likely be impossible to satisfy
domestic demand, and the United States will likely require imports from closer countries, such as Canada, Argentina, and, Brazil. We believe
this imbalance exhibits the timely entrance of the Stardust refinery to support domestic lithium production capacity.23

22
Fastmarkets BFS: In-depth Lithium Market Review dated December 2025

23
Id

8

Current
and Future Market Structures

Market
Trends and Opportunities

Currently,
the United States’ market for lithium-ion batteries, or alternative rechargeable battery chemistries, can be delineated into the
commercial and the national defense markets. While these markets are distinct in their end-use applications and requirements, they are
alike in their need for innovation and research and development. Successful domestic production and reliable supply chains in both markets
will be key for the United States’ economic competitiveness and security.

United
States’ Economic Posture

Energy
Storage Systems

The
LCE demand from ESS is expected to grow at a CAGR of 13%, reaching 862,000 tons of LCE in 2035 from 250,000 tons of LCE in 2025. But
from 2030, we believe the rise of alternative chemistries used by ESS providers, such as sodium-ion, will cause a slight slow down in the
growth of lithium demand. 24

Electric
vehicles

Bloomberg
forecasts continued growth in U.S. electric vehicle sales through the late 2020s, and rapid expansion of lithium-ion based stationary
storage to support grid reliability and renewable energy intergration.25 Industry forecasts indicate that projected U.S. battery
manufacturing capacity additions may lag expected demand growth, resulting in continued reliance on imported batteries, components and
materials.26. The reliance could increase supply chain vulnerability and strategic exposure for the transportation, utility,
and other infrastructure sectors 27.

The
US passenger EV adoption growth has moderated as EV policies and support are being rolled back. Bloomberg forecasts Passenger electric
car sales in the US rise from 1.6 million in 2025 to 4.1 million in 2030.28

24 Fastmarkets “Lithium 10-year forecast report”, dated November 2025

25
Bloomberg NEF “Electric Vehicle Outlook 2025” dated 2025. Available at: https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview

26
Fastmarkets “Lithium 10-year forecast report”, dated November 2025

27
Bloomberg NEF “Electric Vehicle Outlook 2025” dated 2025. Available at: https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview

28
Bloomberg NEF “Electric Vehicle Outlook 2025” dated 2025. Available at: https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview

9

National
Security Posture

The
increasing demand for lithium products and their importance to advanced technologies and energy infrastructure highlights the national
security urgency of the current domestic import dependence. In October 2024, China banned the export of lithium batteries to U.S. drone
producers, including producers of military drones, and without any alternative, those domestic producers were forced to begin rationing
batteries and tempering sales to Ukraine.29 The defense industrial base requires reliable and secure advanced energy storage
technologies for many of its most sensitive technologies, including drones. This means domestic BGLC production is vital for not only
commercial competitiveness but national security.

On
President Trump’s first day of his second term in office, on January 20, 2025, his administration published an executive order
proclaiming a national state of energy emergency. Within the executive order, the White House defined critical minerals as “energy,”
then explicitly referenced the importance of refining stating that “insufficient energy production, transportation, refining, and
generation constitutes an unusual and extraordinary threat to our Nation’s economy, national security, and foreign policy.”30

Lithium
Technologies

Direct
Lithium Extraction

DLE is a concentrating technology that occurs near the lithium source and
may precede the lithium refining process. DLE technologies aim to efficiently concentrate lithium brines found in naturally occurring
salt flats, geothermal reservoirs, oilfield brines and produced water. Use of DLE technology can replace the need for traditional evaporation
ponds. There are various forms of DLE technology, including adsorption-based, ion-exchange, membrane-separation, and solvent-extraction
technologies. Use of DLE, when compared to traditional evaporation ponds for brine, may offer several advantages such as reducing the
environmental footprint, shortening production timelines, increasing lithium recovery rates, minimizing freshwater usage, and enhancing
product purity. Currently, only adsorption-based

29
https://www.csis.org/analysis/why-chinas-uav-supply-chain-restrictions-weaken-ukraines-negotiating-power

30
https://www.whitehouse.gov/presidential-actions/2025/01/declaring-a-national-energy-emergency/

10

DLE
has been implemented at commercial scale (in Argentina and China). Scaling up DLE technologies may significantly improve upstream lithium
production efficiency, lower operating costs, and improve sustainability. Stardust Power will evaluate DLE technologies and expects to continue
to evaluate prospective partners in the space.

Incentives
Through the IRA and BIL

The IRA enacted in August 2022 has several provisions intended to stimulate
domestic demand for EVs and motivate producers to shift their battery supply chains to North America. The legislation introduced 45X tax
credits equaling 10% of the cost to produce critical minerals, such as lithium, that are phased out beginning in 2030. The legislation
also adds requirements related to vehicle assembly, battery component manufacturing and critical mineral sourcing designed to promote
domestic and allied supply chains and reduce reliance on foreign sources of battery materials. Given China’s preeminent position
in the battery supply chain currently, the IRA is intended to influence investment and siting decisions across the battery supply chain,
including lithium processing and refining.

Additionally, the DOE has committed $3 billion to bolster the domestic
EV supply chain in alignment with the BIL. In August 2025, the DOE announced additional funding opportunities totaling nearly $1 billion
to advance and scale mining, processing, and manufacturing technologies across critical mineral supply chains. These were issued in accordance
with President Trump’s Executive Order Unleashing American Energy. The funding opportunities include a Critical Minerals
and Materials Accelerator and an additional Battery Materials Processing and Battery Manufacturing and Recycling Grant Program. Despite
increased mining efforts, it is projected that the United States will still rely on imports for lithium production in the next five to
ten years. The BIL intends to incentivize the sourcing of critical minerals from countries with U.S. free trade agreements. Within the
BIL, the federal government aims to allocate approximately $370 billion over the next decade to facilitate the clean-energy transition.

Giga
Factories in the United States

The global gigafactory market is expected to grow at a CAGR of approximately
24% to 26% through 2028, driven by the increasing adoption of EVs, renewable energy storage systems, and the global shift towards sustainable
energy solutions .31 Competition for gigafactory investments is intensifying, with global capacity projected to expand tenfold
by 2030. This is mostly due to the ability of gigafactories to produce batteries at GWh levels; a 1 GWh factory can produce enough batteries
for 17,000 automobiles.

Given
that global capacity is expected to expand by ten times from its 2020 level by 2030, competition for gigafactory investment is expected
to intensify at a significant rate.32

31
https://www.marketsandmarkets.com/Market-Reports/battery-gigafactory-market-230821048.html

32
EV Markets Reports. “US Gigafactories: Powering the Electric Vehicle Revolution.” Available at: https://evmarketsreports.com/us-gigafactories-powering-the-electric-vehicle-revolution/.

11

Our
Strategy

Stardust
Power looks to become a leading producer of BGLC in the United States. Our approach is to establish a large central refinery,
optimized for multiple inputs of lithium chloride feedstock. Sustainability is a core focus in our operations, from how feedstock is
sourced to the use of electrical energy at the refinery. Our design is expected to minimize air emissions and water
usage.

12

Developments
in the domestic market impact the Company in the following ways:

1.
Market
Demand: With the growth in demand for EVs and energy infrastructure, we look to position the Company to serve the broad set of
battery and advanced technology manufacturers supporting this expanding ecosystem.

2.
Supply
Chain Stability: Bolstered by support from the federal government, domestic supply chains are expected to continue to trend towards domestic
resiliency.

3.
Regulatory
Environment: we believe efforts to streamline permitting, reduce regulatory hurdles, and provide financial support for infrastructure development provide continued evidence of prioritizing domestic lithium production.

The
key components of Stardust Power’s business strategy are as follows:

1.
Reduce
Technology Risk: The Company seeks to mitigate technology risk within its refinery process. The Company’s design utilizes
commercially proven technologies. This approach aims to minimize risks associated with technology adoption.

2.
Engage
Specialized Partners: The Company has engaged two specialized engineering firms with extensive
track records in lithium. Hatch Ltd. (“Hatch”) provided a preliminary readiness assessment (the “Readiness
Assessment”) and an FEL-1 scoping study. Primero provided FEL-3 engineering services and budgetary estimates.

3.
Feedstock
Flexibility: The Company anticipates sourcing feedstock for its refinery from multiple suppliers. Moreover, the Company seeks
to vertically integrate its supply chain through investments, joint ventures, and strategic partnerships. By implementing a “hub
and spoke” model, we aim to efficiently aggregate lithium feedstock supplies, enhancing scalability and resiliency.

The
Site

Purchase
and Sale Agreement

On
January 10, 2024, Stardust Power and the City of Muskogee entered into the PSA to purchase the site in Southside Industrial Park,
Muskogee, Oklahoma in Port Muskogee for a total of $1,662,030.

On
December 16, 2024, the Company completed the purchase and acquired title to the land. Stardust Power and the City of Muskogee further
entered into a Development Agreement which calls for the Company to (i) commence the construction of the Facility within 12 months
from January 10, 2024, and (ii) diligently proceed to completion without unreasonable delays, but subject to construction delays and
interruptions due to occurrences of Force Majeure, as defined in the PSA. Commencement of construction is to include the development
of plans and specification for the Facility and the start of earth works for the Facility.

13

The
PSA further calls for the City of Muskogee to aid Stardust Power in its development of its lithium refinery by using commercially reasonable
efforts to facilitate discussions between the Company and the Muskogee City-County Port Authority (the “Authority”)
regarding the Company’s procurement of such agreements with the Authority as may be appropriate regarding the use of the Port Muskogee,
which may include, without limitation barge, rail storage and truck capabilities to access and transport goods and supplies to and from
the site and Port Muskogee.

Also,
Port Muskogee will assist the Company with the exploration of incentives, grants and other funding opportunities to improve access to
the property, with a focus on the following specific improvements and the goal that they may be completed prior to the estimated completion
of the Facility: (i) upgrading and improving West 53rd Street to provide a second entrance to the site, and (ii) extending rail service
to the site.

The
Company believes that the secured site at Southside Industrial Park within Port Muskogee, and Oklahoma in general, is an ideal location
for its Facility. The geographic location of Oklahoma is advantageous from a supply and offtake perspective. Oklahoma is a legacy energy
producer and has favorable industrial regulations. Port Muskogee has been designated by the United States’ Customs and Border Protection
as a Foreign Trade Zone, which reduces costs and increases potential operating income, providing port industries a competitive advantage
in meeting global supply chain demands. Port Muskogee is dedicated to investing in its community and announced a $58 million investment
in infrastructure improvements in January 2023.33 Stardust Power anticipates these improvements could increase its operational
efficiency, improve resiliency to weather events, and support continued growth with increased multi-modal throughout the terminal area.

The Company believes, Port Muskogee has a robust workforce and education
systems in place. Within 60 miles of the city, there are 24 post-secondary institutions (including four post-secondary institutions within
Muskogee County), with more than 2,140 post- secondary programs offered, and over 14,377 post-secondary courses annually. The Muskogee
Center for Workforce Excellence focuses on manufacturing by deploying resources, leveraging existing programs, and aligning with local
and regional employment demand. The state has a highly skilled workforce in the oil and gas engineering sector that the Company believes
can be trained for lithium refinery operations.

The site has access to the largest inland waterway system in the United
States, a strong interstate highway network, and significant rail lines. The City of Muskogee has begun the process of creating a tax
increment financing district (“TIF”) to complete infrastructure improvements including a rail line to the west of the
property and West 53rd Street to the north up to industrial access grade creating an Industrial Truck Corridor from State Highway 64 to
State Highway 69. The proposed multimillion dollar TIF was designed for the benefit of the Company.

Site
Due Diligence

Extensive site due diligence, including a critical issues analysis (“CIA”),
a Phase I Environmental Site Assessment (“ESA”), a Geotechnical Study, a Cultural Survey, a Logistics Study, and a
readiness assessment has been conducted.

Critical
Issues Analysis

On behalf of Stardust Power, certain legal counsel and ENERCON Services
Inc. conducted a CIA of land cover, water resources, biological resources, protected lands, and a review of regulatory and permitting
considerations for a proposed lithium refinery in the Project Area. The Cultural Resource Project Area consists of a 0.6-km buffer surrounding
the Project Area, (originally the proposed 81 acres, from which 66 acres were carved out). This CIA provides a broad, yet comprehensive
overview of the key environmental resources identified during preliminary project planning and includes a review of publicly available
background information, regulatory constraints, and risks. The CIA further provides guidance for the mitigation of potential risks to
each resource before project implementation.

33
Oklahoma Department of Commerce. “Port Muskogee Investing in Infrastructure, Launches New Brand.” Available at: https://www.okcommerce.gov/port-muskogee-investing-in-infrastructure-launches-new-brand/.

14

Phase
1 Environmental Site Assessment

ENERCON
was retained to perform a Phase I ESA of the Project Area during September and October of 2023. This assessment has revealed no evidence
of Recognized Environmental Conditions (“RECs”), Controlled RECs, Historical RECs, or Vapor Encroachment Conditions
in connection with the Project Area.

On
the SW Muskogee, OK Quadrangle Map (USGS 2018), creeks and ponds are mapped on the subject property. During site reconnaissance, ENERCON
observed dry creeks located near the northwestern and southeastern corners of the subject property. ENERCON reviewed the online National
Wetland Inventory mapper for additional information regarding the on-site surface waters. No significant data gaps were encountered.

The
Company excluded the wetland risk areas from the Purchase and Sale Agreement, which resulted in the purchase of 66 acres of land by the
Company. See “The Site - Purchase and Sale Agreement.”

Cultural
and Historical Assessment

On October 25, 2024, the Oklahoma Archeological Survey issued a finding
that no archaeological sites were identified in the project area and no historic properties were affected. The overall opinion was then
deferred to the State Historic Preservation Office (SHPO). On October 24, 2024, the SHPO directed any request to be submitted through
the responsible federal agency as appropriate. As of January 26, 2026, there is no nexus at the project site with federal jurisdiction,
and the project remains at the state level.

Geotechnical
Study

On
February 19, 2024, ENERCON delivered a report in support of the construction of the proposed lithium processing plant. The report
concluded that physiographic, topographic, hydrologic, soil, and subsurface structural conditions are expected to be suitable for
the construction of a lithium processing plant within the Project Area in Muskogee County, Oklahoma.

Readiness
Assessment

The
site was evaluated as part of the Readiness Assessment performed by Hatch, which was completed on October 11, 2023. Hatch also conducted
a scoping study, completed on April 17, 2024, where Hatch reviewed the Site from a business and technical perspective, including using
multi-nodular logistics. Following a preliminary review, the presently held view is:

●
Muskogee
site has approximately 66 acres available, after the carveout of creeks.

●
Stardust
Power has identified key permitting requirements.

●
Lack
of expected process water discharge simplifies permitting.

This
early-stage view is based on incomplete information available as of the date of the evaluation, as well as numerous assumptions and considerations, and is subject
to change.

Oklahoma
Gas and Electric Substation Feasibility

On January 31, 2024, Stardust Power and Oklahoma Gas & Electric (“OG&E”)
entered into an Electric Service Will Serve Agreement (the “OG&E Agreement”) pursuant to which OG&E has agreed
to sell Stardust Power electricity at the site contingent upon OG&E performing engineering and design services, including procurement
of materials and/or equipment, to determine the costs of providing electricity at the site. These costs shall be paid by Stardust Power
through a Minimum Bill Agreement, which is expected to be entered into at a future date. Currently, construction power is available to
take the project to the next phase. In May 2025, Stardust Power and OG&E executed an addendum to the OG&E Agreement increasing
the available power up to 40 megawatts, with expansion possible for phase 2. The OG&E Agreement will be reviewed and renegotiated
if necessary.

The
term of the OG&E Agreement is effective until the execution of the definitive Minimum Bill Agreement.

Value
Chain

Stardust
Power is establishing its business to deliver value with a strong focus on the midstream refinement process and an intention to minimize
risk in its business model by partnering with experts across the value chain. The Company seeks to be a diversified player, with upstream
and downstream integration in the future, in partnership with its industry partners.

15

Supply
Feedstock

The central refinery is being designed to be optimized for multiple lithium
chloride inputs. By utilizing a “hub and spoke” refinery model, the Company believes it can scale production more efficiently
through sourcing lithium chloride feedstock from different sources. This limits the risk of dependence on a single type of feedstock.
It also differentiates Stardust Power from other lithium refineries, which are in the process of being constructed in the United States.
The Company’s strategy is to source supply from multiple sources which may include feedstock from (i) oilfield brines, (ii) salt
flats, (iii) geothermal brines, and (iv) produced water.

In
the ordinary course of business, Stardust Power has is negotiating non-binding letters of intent in order to secure feedstock.

Prairie
Letter of Intent

On October 20, 2025, the Company entered into a non-binding letter agreement
with Prairie Lithium Limited (“Prairie”), an Australia-based company, for the supply of 6,000 metric tons per annum
of LCE in the form of lithium chloride. The lithium chloride is sourced from the Prairie Lithium Project in Saskatchewan, Canada and is
expected to be used as feedstock at Stardust Power’s Facility. The initial contract term
would span 6 years starting from the date on which first commercial shipment is received by the Company, with the option for the Company
to renew for two additional six year terms.

Mandrake
Letter of Intent

On
October 31, 2025, the Company entered into a non-binding letter agreement with Mandrake Resources Limited (“Mandrake”),
an Australia-based company, for the supply of 7,500 metric tons per annum of LCE in the form of lithium chloride. The initial contract
term would span 12 years starting from the date on which first commercial shipment is received by the Company, with the option for the
Company to renew for an additional six-year term.

Usha
Resources Letter of Intent

On
March 15, 2024, Stardust Power and Usha Resources Ltd (“Usha Resources”) entered into a non-binding Letter of Intent
(the “Jackpot LOI”), except for certain binding terms such as those relating to the exclusivity period until June
30, 2025, as extended, to acquire an interest in Usha Resources’ lithium brine project, situated in the United States. Usha Resources
is an established lithium developer with multiple projects in development. The Jackpot Lake Lithium Brine Project is a flagship asset
of Usha Resources and is a lithium brine asset located in the United States, comprising of 8,714 acres of property. The project is currently
engaged in its maiden drill program. The Jackpot LOI provides Stardust Power with the exclusive option to agree to acquire up to 90%
of the interests held by Usha Resources in the Jackpot Lake project, based on an indicative earn-in schedule. As part of a definitive
agreement, Stardust Power would be required to invest in the development of the Jackpot Lake project.

At
this stage, we do not know how much financing this project will require, or whether such financing will be available on acceptable terms,
or at all. Furthermore, we cannot predict with certainty when these projects will begin production, if ever.

QXR
Letter of Intent

On
October 10, 2023, Stardust Power entered into a non-binding (except for the confidentiality provision) letter of intent with QX Resources
Limited (“QXR”) to negotiate an agreement to work together collaboratively and in good faith to assess the lithium
brines contained in the Liberty Lithium project (the “Liberty Project”). At this stage, we do not know how much financing
this project will require, or whether such financing will be available on acceptable terms, or at all. Furthermore, we cannot predict
with certainty when these projects will begin production, if ever.

In connection with entering into the non-binding letter of intent, the
parties have memorialized their intent to evaluate options to potentially supply Stardust Power with lithium brine products from the Liberty
Project at their own costs and to evaluate options to determine if there is an economically feasible process to produce lithium products
from the Liberty Project to potentially supply Stardust Power with a limited volume of such products. In connection with the entry into
this letter of intent, Stardust Power made an initial equity investment of $200,000 in QXR. This letter of intent has since lapsed pursuant
to its terms.

16

Technology
and Engineering

Hatch
Contract

Stardust
Power worked with leading engineering firms to advance its project from general concept to FEL-1 status.

Hatch,
an engineering, procurement and construction management firm in the lithium industry, was engaged to provide a readiness assessment and
a scoping study, (FEL-1), to attempt to minimize technology risks.

Hatch
was engaged by the Company to conduct a preliminary readiness assessment covering:

●
project
risk assessment;

●
artistic
site renderings;

●
site
review;

●
financial
model assumption review; and

●
equipment
procurement timelines.

As part of this assessment, Hatch performed a DLE output simulation of water samples using adsorption technology to simulate feedstock composition,
identified expected ranges of impurities, lithium recovery, and options to process the feedstock, assessed transportation options and
expected ranges of costs at high level, and provided high level financial model inputs for CAPEX and OPEX based on benchmarks only. Hatch
completed the front-end loading, (FEL-1), also known as a scoping study as of April 17, 2024.

To
date, Hatch has not transferred any intellectual property to Stardust Power. There is no royalty that is owned and due to be paid to
Hatch.

Engineering
Agreement and FEL-3 Project Development with Primero

On
August 4, 2024, the Company entered into an engineering agreement with Primero (the “Primero Agreement”) pursuant
to which Primero agreed to provide certain engineering, design and consultancy professional services, including engagement with major
equipment suppliers and constructors, and to provide a FEL-3 report of the Company’s Facility at Southside Industrial Park,
Muskogee, Oklahoma in Port Muskogee. The total amount due pursuant to the Primero Agreement, is approximately $4.9 million, in the aggregate,
subject to customary potential adjustments.

Final Investment Decision Reporting:

Primero
has prepared a comprehensive FEL-3 report that encapsulates the results of one year of technical, financial, and risk analysis. This
report is pivotal for the Company to make informed decisions regarding project viability, as well as assist the Company in obtaining
project finance for the Facility.

Independent
Engineering review with B&V

On
April 10, 2025, the Company entered into an independent engineering review agreement with Black & Veatch Management Consulting LLC
(“B&V”) pursuant to which B&V agreed to conduct a rigorous Independent Engineering Red Flag Report (the “IE
Report”) assessing the Company’s plans to construct a 50,000 metric-ton-per-annum (“mtpa”) battery-grade
lithium carbonate facility starting with a Phase 1 of 25,000 mtpa. B&V prepared a comprehensive IE Report that validated that the
Company’s project design is based on proven lithium processing systems, with modifications that allow it to handle a wider range
of feedstocks and still recover lithium efficiently. The review found the technology risk to be low, reflecting the similarity of the
design to established operations worldwide.

Exclusive
Concentration Technology License

On
February 7, 2025, (the “License Agreement Effective Date”), the Company executed an exclusive license agreement
with KMX (the “License Agreement”).

Under
the terms of the License Agreement, KMX agreed to irrevocably license to the Company the use of KMX’s vacuum membrane distillation
technology (“VMD Technology”) and associated processes and systems (including units incorporating the VMD Technology
(“KMX VMD Units”)) for use in the Company’s planned refining and upstream operations. Among other obligations
set forth in the License Agreement, third parties shall be required to exclusively purchase all KMX VMD Units for the specific use of
lithium concentration within the jurisdictions of the exclusive license, from Stardust Power during the term of the License Agreement
on the terms and conditions set forth therein. The License Agreement grants Stardust Power the exclusive right to sub license, use, market,
sell and operate KMX’s VMD Technology across the United States, Canada and select international markets.

17

The
Company agreed to pay KMX a royalty comprised of 500,000 shares of Common Stock (the “Royalty Shares”). The securities
were issued by the Company pursuant to an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2)
and/or Regulation D promulgated thereunder, as a transaction not involving a public offering.

The
License Agreement shall have a term beginning on the License Agreement Effective Date until either of the following dates as
determined by the stock price of the Common Stock on the Nasdaq 240 days following the License Agreement Effective
Date: (i) in the event the Actual Royalty Amount is less than $2,000,000, the second anniversary of the License Agreement Effective
Date; (ii) in the event the Actual Royalty Amount is equal to or greater than $2,000,000 but less than $8,000,000, the fifth
anniversary of the License Agreement Effective Date; or (iii) in the event the Actual Royalty Amount is equal to $8,000,000 or more,
the seventh anniversary of the License Agreement Effective Date. The Company can renew the term of the License Agreement at its sole
option upon the expiration of the initial term for an additional five years if the Company acquires three or more KMX VMD Units
during the initial term. The “Actual Royalty Amount”, as defined in the License Agreement, is determined by the sum of
the value of the Royalty Shares remaining unsold by KMX on the date that is 240 days following the License Agreement Effective Date,
plus the gross proceeds from any sales of the Royalty Shares prior to such date.

The
Company agreed to provide certain registration rights to KMX with respect to the Royalty Shares, including piggyback rights, subject
to the execution of a definitive agreement by the parties. KMX agreed not to sell any Royalty Shares until the earlier to occur of (i)
effectiveness of a registration statement covering the Royalty Shares or (ii) the expiration of the relevant holding period pursuant
to Rule 144 of the Securities Act, and in any event, only in amounts of an aggregate of 62,500 Royalty Shares total during each 30-day
period, with the first such period beginning on the earlier to occur of (i) or (ii) above.

Refinery

Stardust Power is developing a large central refinery in a phased approach.
The first phase is the expected construction of an up to 25,000 metric tpa production line. The second phase is the expected addition
of a second production line of up to 25,000 metric tpa to create a total capacity of up to 50,000 metric tpa.

An innovation of Stardust Power’s planned refinery is expected to
be the ability for the Facility to refine different sources of lithium chloride inputs. The Facility is expected to be designed to accept
lithium chloride, of a chemical composition within an approved range. It is Stardust Power’s intention that the Facility should
be able to dilute, re-pulp and blend feedstock as necessary, to produce a consistent feedstock. Stardust Power’s strategy is to
differentiate itself by treating a broader set of contaminants. Consequently, by conducting a more involved purification process, the
Company plans to be able to blend different sources of feedstock. Furthermore, an advantage of third-party use of DLE technology is the
ability to remove certain contaminants upstream prior to the feedstock reaching the Facility, if needed, which is expected to allow for
more optionality for feedstock characteristics. The Facility’s planned chemical process is a mature, proven and well understood
process that has been deployed substantially in South America. The Company’s flowsheet, detailed below, is expected to result in
the production of solid BGLC (approximately 99.5%-99.9%) from aqueous lithium chloride feedstock.

The rendering concept of the Facility’s site plan below includes
the main plant, feedstock warehouse, feedstock tanks, intermediate feedstock containers, reagents warehouse, unloading station, acid tank,
consumables warehouse, product warehouse, generators, utilities, water tank, dilution tank, calcium and magnesium residue disposal, zero
liquid discharge (“ZLD”) water system, carbon dioxide storage tank, solvent extraction, administrative building and
parking area.

Phased
Approach

The
Company intends to take a phased approach to setting up its Facility and expansion. Thereafter, it intends to emerge as a leading supplier
of BGLC in the United States. The total cost of the refinery, which includes direct and indirect costs and contingencies needed to
engineer and build the refinery Phase I, has been estimated at approximately $500 million and includes a conservative contingency amount
typical of FEL 3 studies. The final capex numbers will be updated during detailed engineering.

In
Phase 1, the Company seeks to build its first production line of up to 25,000 metric tpa capacity. Phase 1 also includes building essential
infrastructure for the site, such as storage facilities, road networks, and certain additional infrastructure that will be shared by the
Facility’s first and second production lines (“Train 1” and “Train 2,” respectively).

In
Phase 1, Train 1 and common infrastructure, is expected to consist of detailed engineering and procuring critical and non-critical equipment.

Phase
1 (Train 1 and common infrastructure)

In Phase I, Stardust Power expects to partner with engineering, procurement
and construction firms, for the development of up to 25,000 metric tons of BGLC in annual production capacity. The majority of the activities
will focus immediately on on-site development earthworks, infrastructure, buildings, and utilities, better enabling Stardust Power to
effectively mobilize contractors to a well-prepared site. The Company expects Train 1 and common infrastructure to be engineered and constructed
in line with a standard construction timeline. The total cost for Phase 1 has been estimated preliminarily at an Association for the Advancement
of Cost Engineering (“AACE”) Class 5 Level. The timeline and cost are based on numerous variables and assumptions.

18

Phase
2 (Train 2)

In
Phase 2, Stardust Power plans to expand and set up an additional production line with a capacity of 25,000 metric tons of battery-grade
lithium to its Facility for a total production capacity of up to 50,000 metric tpa. The completion of construction and mechanical installation
of Phase 2 may be completed in a similar timeframe as Phase 1, after completion and commissioning of Train 1. The total refinery cost
of Train 2 has been estimated preliminarily at an AACE Class 5 level. By building an additional production line, mirroring the Train
1 design, the Company plans to maximize the continuity of design and construction from Train 1 into the design and construction of Train
2. The timeline and cost of Phase 2 are based on numerous variables and assumptions and are early phase estimates only and are likely
to change.

Sustainable
Operations

Lithium
Chloride Feedstock

Unlike
typical hard rock ore mining, Stardust Power may source lithium chloride feedstock for its Facility from (i) oilfield brines, (ii) lithium
salt flats, (iii) geothermal brines, and (iv) produced water. Lithium chloride production can reduce environmental impact as compared
to hard rock mining which typically requires invasive land use which can severely impact the land. Additionally, the use of hard rock
sources increases carbon emission due to the high degree of exothermic reactions needed for conversion. This is because, hard rock lithium
mining involves extracting lithium from rocks that contain the mineral. This is typically done through open-pit mining, which can involve
blasting and excavating large amounts of rock. The process is energy-intensive and can result in significant amounts of waste rock and
tailings, which can contain harmful chemicals and metals. Additionally, hard rock mining can require large amounts of water. This could
be an issue in regions where water resources are already scarce. It is estimated that 60% of the total global mined lithium supply comes
from using this method. Conversely, lithium can also be extracted from brine sources, which involves extracting lithium from underground
brine pools. These can be found in areas such as salt flats and dry lakebeds, where water has evaporated over time, leaving behind mineral
deposits. The brine can be pumped to the surface and then processed to extract the lithium. This typically requires less water and produces
less waste than hard rock mining. In terms of the carbon footprint of each method, Benchmark Minerals has stated that “in almost
every metric, lithium chemicals from hard rock sources are more environmentally damaging than those from brine sources,” and that
“processing hard rock is a much more energy-intensive process than brine.”

Stardust
Power has a supplier code of conduct to monitor the sources of feedstock with a focus on sustainability. Although DLE technology
is emerging, Stardust Power believes that the experience and expertise of its partners will enable it to leverage the upstream benefits
of the DLE technologies advantageously, while at the same time lowering risks that could emerge due to the newness of the technology.

Emissions

Stardust
Power’s Facility’s planned carbonation process to manufacture BGLC is a chemical conversion process. This process
does not use large exothermic reactions, which is expected to make Stardust Power’s Facility cleaner and safer than a typical oil and gas refinery.
There are no kiln or smokestacks expected at our Facility.

Power

The
Company is committed to using the local grid which largely uses sustainable sources of power accessible in Oklahoma, including solar,
wind power and natural gas.

19

Byproducts

The main byproducts from refinery plans are largely salts, which is closely
comparable to road salt, calcium, and magnesium, among others. These are non-toxic and non-hazardous materials that can be sold, repurposed,
or safely disposed of. Our conversion process is not expected to create hazardous materials.

Zero-Liquid
Discharge

The Facility is expected to be engineered for a zero-liquid-discharge system
that removes the need for wastewater ponds for depleted brine. Liquid byproducts are expected to be purified and recycled for reuse in
the Facility or evaporated. This is expected to minimize discharge into the public sewer system or the surrounding ecosystem and conserves
water.

Social
Aspects

Stardust Power believes that community outreach is important for social
engagement to build strong relationships with local communities, provide explanations to local administrative bodies about various aspects
of the project in case of queries, address potential concerns regarding potential impacts as well as highlight potential benefits of setting
up the Facility. This is expected to include providing educational opportunities for local elementary and high school students in the
Hillsdale and Muskogee public school districts.

Financing

In
terms of financing of the refinery project, Stardust Power plans to finance its project cost through a mix of debt, equity as well as
grants. Below is a summary of some of the potential financial instruments:

Equity:

●
On
July 8, 2024, the Company consummated the transactions contemplated by the PIPE Subscription Agreements with the PIPE Investors pursuant
to which the PIPE Investors purchased a total of 107,7541 shares of Common Stock in a private placement at a price of $93.5
per share, for an aggregate commitment amount of $10,075,000.

●
On
October 7, 2024, the Company entered into a Common Stock Purchase Agreement (the “Prior B. Riley Purchase
Agreement”) and a related Registration Rights Agreement with B. Riley Principal Capital II, LLC, as the selling
stockholder. Upon the terms and subject to the satisfaction of the conditions set forth in the Prior B.Riley Purchase Agreement, the
Company had the right, in its sole discretion, to sell up to $50,000,000 of newly issued shares of Common Stock to B. Riley
Principal Capital II, subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during
the term of the Prior B.Riley Purchase Agreement. Sales of Common Stock pursuant to the Prior B.Riley Purchase Agreement, and the
timing of any sales, were solely at the option of the Company. The Company was under no obligation to sell any securities to B.
Riley Principal Capital II under the Prior B.Riley Purchase Agreement. During the year ended December 31, 2025, the Company issued
638,048 shares of common stock pursuant to the Prior B. Riley Purchase Agreement, aggregating to net proceeds of $2,069,685. On
December 11, 2025, the Company entered into a letter agreement with B. Riley Principal Capital II, pursuant to which the parties
mutually agreed to terminate the Prior B. Riley Purchase Agreement, as amended and the related Prior B. Riley Registration Rights
Agreement. Subsequent to the year ended December 31, 2025, on February 12, 2026, the Company entered into a Common Stock Purchase
Agreement (the “B. Riley Purchase Agreement”) and a related Registration Rights Agreement (the “B. Riley
Registration Rights Agreement”) with B. Riley Principal Capital II, the selling stockholder. Upon the terms and subject to
the satisfaction of the conditions set forth in the B. Riley Purchase Agreement, the Company will have the right, in its sole
discretion, to sell up to $10,000,000 of the Company’s Common Stock, to B. Riley Principal Capital II, subject to certain
conditions and limitations contained in the B. Riley Purchase Agreement, from time to time during the term of the B. Riley Purchase
Agreement. Sales of Common Stock pursuant to the B. Riley Purchase Agreement, and the timing of any sales, are solely at the option
of the Company. The Company is under no obligation to sell any securities to B. Riley Principal Capital II under the B. Riley
Purchase Agreement. As of the date of this filing, the Company has issued 29,067 shares of
Common Stock aggregating to net proceeds of $94,193.

20

●
On
December 31, 2024, the Company entered into binding term sheets with certain investors (the”2024 Investors”)
pursuant to which the Company sold, and the Investors agreed to purchase, Company securities for an aggregate amount of $550,000
(the “Private Placement”). The proceeds of the Private Placement were expected to be used by the Company for
capital expenditures, working capital and general corporate purposes. The 2024 Investors agreed to purchase, and the Company has
issued and sold, up to $550,000 in shares of Company common stock, par value $0.0001 per share at a price equal to 95% of the
closing bid price of the common stock on the last trading day prior to the closing date for the Private Placement. In addition, each
2024 Investor received warrants representing the right, exercisable within five years of the closing date, to purchase up to 50% of
the shares of common stock purchased by such 2024 Investor in the Private Placement, with each 10 warrants exercisable for one share
of common stock at an exercise price of $115.00.

●
On
January 27, 2025, the Company consummated a public offering of an aggregate of (i) 479,200 shares of common stock and (ii) common
stock purchase warrants to purchase up to 479,200 shares of common stock. Each share of common stock and associated warrant to purchase
one share of common stock was sold at a combined public offering price of $12.00. The Company received aggregate gross proceeds of
approximately $5.75 million, before deducting placement agent fees and other offering expenses. Further, on March 16, 2025, pursuant
to a Warrant Inducement Letter (the “Inducement Letter”), the investor agreed to exercise, for cash, the Common
Warrants to purchase an aggregate of 479,200 shares of common stock at the exercise price of $6.20 per share in exchange for the
Company’s agreement to issue to the investor a new common stock purchase warrant, to purchase up to 958,400 shares of common
stock (the “Inducement Warrants,” and the shares issuable upon exercise of the Inducement Warrants, the “Inducement
Warrant Shares”).

●
On
June 18, 2025, the Company consummated a public offering of 2,150,000 shares of Common Stock at a public offering price of $2.00
per share, generating aggregate gross proceeds of approximately $4,300,000 before underwriting discounts and other offering expenses.
The offering was conducted pursuant to a firm commitment underwriting agreement entered into with the underwriters, on June 17, 2025.
In connection with the offering, the Company granted the underwriter a 45-day option to purchase up to an additional 322,500 shares
of Common Stock to cover over-allotments, if any. On June 25, 2025, the underwriter partially exercised the over-allotment option,
purchasing an additional 110,000 shares at the same public offering price, resulting in additional gross proceeds of approximately
$220,000. After giving effect to the partial exercise of the over-allotment option, the aggregate gross proceeds from the offering
increased to approximately $4,520,000, before deducting underwriting discounts and estimated offering expenses.

Debt:

●
On
December 23, 2025, the Company entered into a Securities Purchase Agreement (the “SPA”) with Lind Global Asset
Management XIII LLC (“Lind”) which provides for up to $15,000,000 in senior secured convertible debt financing.
Under the SPA, upon closing (which occurred on December 23, 2025), the Company received gross proceeds of approximately $4,000,000
in exchange for issuance to Lind of a Senior Secured Convertible Promissory Note in the amount of $4,800,000 (the “2025
Convertible Note”) and a Common Stock Purchase Warrant (the “Lind Warrant”), for the purchase of approximately
411,245 shares (the “Lind Warrant Shares”). The SPA contains customary representations and warranties by the Company
and, additional closings are subject to additional closing conditions detailed in the transaction documents.

●
In
December 2024, the Company entered into a binding term sheet (the “Endurance Term Sheet”) with Endurance Antarctica
Partners II, LLC (“Endurance”) a related party, providing for a loan (the “Endurance Loan”)
in the aggregate principal amount of $1,750,000, bearing interest at a rate of 15% per year, and maturing in March 2025 (the “Endurance
Maturity Date”). The Endurance Term Sheet contained customary representations and warranties and customary events of default.
Pursuant to the Endurance Term Sheet, 550,000 shares of Company’s Common Stock, owned by Roshan Pujari, Chief Executive Officer
of the Company, were pledged as collateral. In addition, the Company agreed to issue to Endurance $3,500,000 in Common Stock
as an Equity Kicker, as defined in the Endurance Term Sheet, with the price of each share being determined based on terms per the
earlier to occur of (i) the consummation of a private placement offering of Company securities (in which case such issuance shall
be on no less favorable terms than the terms of such private placement) and (ii) the Endurance Maturity/ Repayment Date, provided
that the minimum number of shares of Common Stock shall be no less than 50,000 shares. In addition, Endurance received warrants
representing the right, exercisable within five years of the closing date, up to 50% of Common Stock issued as Equity Kicker, with
each 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 in accordance with the private placement
terms. The Company has fully repaid the principal amount, the accrued interest and issued the equity shares and warrants to Endurance.

●
In
December 2024, the Company entered into binding term sheets (the “Investor Term Sheets”) with several lenders
including DRE Chicago, LLC, a related party (collectively, the “Investors”), providing for loans (the
“Investor Loans”) in the aggregate principal amount of $1,800,000, bearing interest at a rate of 15% per year,
and maturing in March 2025 (the “Investor Maturity Date”). The proceeds of the Investor Loans are expected to be
used by the Company for general corporate and working capital purposes. The Investor Term Sheets contained customary representations
and warranties and customary events of default. Pursuant to the Investor Term Sheets, an aggregate of approximately 340,000 shares
of Company’s Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In
addition, the Company agreed to issue to the Investors an aggregate of $2,700,000 in common stock as an Equity Kicker, as defined in
the Investor Term Sheets with the price of each share being determined based on terms per the earlier to occur of (i) the
consummation of a private placement offering of Company securities (in which case such issuance shall be on no less favorable terms
than the terms of such private placement) and (ii) the Investor Maturity/ Repayment Date, provided that the minimum number of shares
of Common Stock issued to the Investors shall be no less than an aggregate of 36,000 shares. In addition, the Investors received
warrants representing the right, exercisable within five years of the closing date, up to 50% of Common Stock issued as Equity
Kicker, with each 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 in accordance with the
private placement terms. The Company has fully repaid the principal amount, the accrued interest and issued the equity shares and
warrants to the Investors.

●
We
expect a portion of the financing of the Facility to come through debt financing. We have no binding commitments from any
person to provide financing at this time, and we are not certain whether the financing will be available to us as needed on acceptable
terms, or at all. For more information, please refer to the subsections “Promissory notes”, “Insurance
fund borrowing”, and “Short-term loans” under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations-Sources of Liquidity and Going Concern”.

Incentives:

●
Stardust
Power has received an illustrative incentives package for up to $257 million of incentives from the State of Oklahoma, subject to
meeting milestones, to offset the refinery’s costs, and other conditions. For more information, please refer to “-State
Incentives”.

21

Governmental
Incentives and Initiatives

Federal
Government Incentives and Initiatives

The
management team believes that Stardust Power may benefit from substantial grants, financing, and other incentives provided by
various government organizations designed to facilitate American manufacturing of battery-grade lithium products. These potential
incentives include but are not limited to the following:

●
Department
of Energy Office of Energy Dominance, Energy Dominance Financing Program (EDFP): The EDFP powered by the Working Families Tax
Cut is a core pillar to the current U.S. administration’s strategy to help win the global AI race by increasing the
nation’s energy supply through new eligibility for clean coal and oil and gas power-generated projects, securing critical
mineral supply chains, and reinvigorating the nuclear industry. The EDFP can also finance critical materials projects and secure
America’s critical minerals supply chain, reflecting the important applications of critical minerals and materials across the
energy sector.

●
Department
of Defense, Defense Production Act: The Defense Production Act’s Expansion of Domestic Production Capability and Capacity
Funding Opportunity Announcement FA8650-19-S-5010 is a government initiative aimed at enhancing domestic production capabilities
critical to national defense, including critical minerals. It provides financial support to eligible entities to bolster the
manufacturing of strategic materials, components, and technologies essential for defense applications and those applications deemed
to be a national security threat to the United States.

●
Department
of Energy Grant: The Office of Manufacturing and Energy Supply Chains issued a Notice of Intent to issue up to $500 million to
expand U.S. critical mineral and materials processing and derivative battery manufacturing and recycling. The proposed funding
opportunity supports demonstration and/or commercial facilities processing, recycling, or utilizing critical materials in
manufacturing, which may include traditional battery minerals such as lithium, graphite, nickel, copper, and aluminum, as well as
other minerals that are contained within commercially available batteries, such as rare earth elements. An award requires a
cost-share of at least 50% by the recipient.

●
Department
of Energy, Advanced Materials and Manufacturing Technologies Office, Critical Minerals and Materials (“CMM”) Accelerator
Program: The CMM Accelerator Program released funding opportunities of up to $50 million to promote technology maturation that
can unlock capital investments and facilitate domestic commercialization. The proposed funding announcement addresses several areas
of interest, including processes in the rare-earth magnet supply chain; processes to refine and alloy gallium, gallium nitride, germanium,
and silicon carbide for use in semiconductors; cost-competitive technologies for direct lithium extraction and separation; and critical-material
separation technologies that allow for the co-production of useful products from byproducts and scrap.

●
Department
of Defense Office of Strategic Capital (“OSC”): Broadly, the OSC will do two things as part of its
partnered capital strategy for critical technologies. First, it will identify and prioritize promising critical technology areas
for the Department of Defense. Second, it will fund investments in those critical technology areas, including supply chain technologies
not always supported through direct procurement. To accomplish this, the OSC will partner with private capital providers and other
federal agencies to employ investment vehicles that have proven successful in other U.S. government contexts.34

34
U.S. Department of Defense. “Secretary of Defense Establishes Office of Strategic Capital.” Available at: https://www.defense.gov/News/Releases/Release/Article/3233377/secretary-of-defense-establishes-office-of-strategic-capital/.

22

State
Incentives

The
Oklahoma Department of Commerce provides a robust incentive package including 5% cash rebates on payroll for all new jobs created for
10 years through the Quality Jobs Program, and an Investment Tax Credit (“ITC”). The Facility falls in an Oklahoma
Opportunity Zone, which is defined as an economically distressed area based on declining population, lower than average per capita
income, and higher than average poverty rates. Manufacturers who invest a minimum of $50,000 in depreciable property in Oklahoma Opportunity
Zones receive double the investment tax credit, equating to 2% of depreciable property invested for 5 years. In addition to the Quality
Jobs Program and ITC, the state provides a 5-year property tax exemption and a sales tax exemption on machinery, goods, and electricity
used during the manufacturing process. Below is a table setting forth the different state incentives which may be applicable to Stardust
Power:

Oklahoma
State Incentive Program

Total
Potential Amount of State Incentive

Metrics
Stardust Power Needs for Applicability

21st
Century Oklahoma Quality Jobs Program

$100,332,936
based on $99,562,000 in annual payroll over 10 years

●
Meet
an average wage of $120,071

Or

●
Create
at least 10 new jobs in Oklahoma in 3 years

●
Offer
basic health insurance

Oklahoma
State Incentive Program

Total
Potential Amount of State Incentive

Metrics
Stardust Power Needs for Applicability

Oklahoma
Quality Jobs Program

$50,166,468
based on $99,562,000 in annual payroll over 10 years

●
Meet
an average wage of 110% of the average county wage ($54,732 in 2023)

●
Create
$2.5 million in new annual payrolls in Oklahoma in 3 years

●
Offer
basic health insurance

23

Oklahoma
State Incentive Program

Total
Potential Amount of State Incentive

Metrics
Stardust Power Needs for Applicability

Combined
with Investment/New Jobs tax credit

$76,000,000
based on a total investment of $800,000 in depreciable property

●
Minimum
investment of $50,000 in Oklahoma

●
The
credit doubles if the investment exceeds $40 million investment or takes place in an enterprise zone (both of which Stardust Power
plans to meet)

5-Year
Property Tax Exemption

$42,451,539

●
Invest
at least $500,000 in construction, acquisition, or expansion; and

●
Meet
an average payroll requirement listed in the Oklahoma Quality Jobs Program

Freeport
(Inventory) Tax Exemption

$10,166,545

●
Exemption
on goods that come from outside the state and leave the state held for assembly, storage, manufacturing, processing, or fabricating
moved through the Port Muskogee within 9 months

Sales
Tax Exemption on Machinery and Equipment

$18,040,500

●
Includes
tangible personal property used in the development of the Facility

Sales
Tax Exemption on Goods and Energy Consumed in Manufacturing

$85,998,588

●
Includes
all fuel and electric power used in the development of the Facility

The
Company has engaged the services of industry experts to assist the Company in applying for government grants, such as those in Oklahoma,
in an optimal and efficient manner. The Company plans to submit applications for grants under the Department of Defense, Defense Production
Act and the Department of Energy grant for Bipartisan Infrastructure Law 40207(b) Battery Materials Processing and 40207(c) Battery Manufacturing,
as they become available. The Company has been advised with respect to its grant application under the Defense Production Act
that such application would be held, but currently there is no such funding available under the program.

Intellectual
Property

Stardust Power does not own or license any intellectual property that it
considers to be material. The Company has applied for registration of its trademarks, bearing application No. 97927512 for a Trademark/Service
Mark Application in the United States on May 9, 2023.

As
its business grows, the Company may in the future develop or acquire intellectual property that may be valuable or material to the business.

Customers

Since
Stardust Power has not commenced production, it has no existing customers. The Company has received non-binding letters of intent from
industry participants but does not have any definitive offtake agreements with potential customers.

24

On
January 28, 2025, the Company entered into a non-binding letter agreement with Sumitomo, contemplating a long-term commercial offtake
agreement, pursuant to which Sumitomo would agree to acquire 20,000 metric tons of lithium carbonate per year from the Company’s
first line of production, with the potential to increase to 25,000 metric tons based on mutual agreement. The initial contract term would
span 10 years starting from the date of the first qualification of the Company’s lithium carbonate for sale to any of Sumitomo’s
customers, with an option for Sumitomo to renew for an additional five years under mutually agreed terms, provided written notice is
given to the Company at least twelve months prior to the end of the initial term.

Competitive
Strengths

As an early-stage company, Stardust Power seeks to execute its mission
of becoming a leading producer of BGLC by relying on the collective experience of its management team. Although the Company has not yet
commenced operations at the refinery and, accordingly, it has not yet produced any lithium products, the Company’s management team
expects to execute, explore and evaluate opportunities for generating revenues and increasing their access to supply properties, and assets,
as well as all potential funding options. Some opportunities for growth could be in the form of (i) strategic partnerships, (ii) off-take
agreements, (iii) diversification of supply, (iv) acquisitions of companies and technologies, and (v) participation in related commercial
development activities.

As
an early-stage company, Stardust Power’s material decisions executed by its management are central to the development of the Company’s
long-term goals and success. Additionally, as a pre-revenue company, Stardust Power’s access to financing and ability to obtain
financing would be central to its success. The Company notes that it has not yet commenced operations at the refinery and, accordingly,
it has not yet produced any lithium products.

The
Company intends to build its competitive strengths and continue to develop and execute its strategy in the following manner:

●
Experienced
management team: the team has decades of technical expertise and experience across global mining consulting firms, and manufacturers,
specializing in lithium-ion technology for electric vehicles, hydrocarbon energy company, as well as successful capital raising and
running profitable ventures, across multiple geographies;

●
Refinery
optimized for multiple inputs: the process of creating a matrix of multiple sources of feedstock and processing in the refinery
reduces risk and costs, and is an important and significant industry differentiator;

●
Speed
to market: optimized refining process, locational advantage, and subsequently, a vertically an integrated structure is expected
to hasten time to market and ability to generate revenue faster;

●
Use
of brine feedstock: use of brine feedstock provided alternative sources to mined lithium deposits, for the production of
BGLC for domestic market use, and hence potentially have independence from importing raw material, which would have a favorable impact
on lowering cost and faster time to market;

●
Limited
technology risk: use of existing and proven technologies and partnerships with global experts for mid-stream operations in refinery
operations, which is expected to minimize technical risks in the value chain, resulting in reduced uncertainties and cost controls,
and reduce risks of the emerging DLE technology by partnering with players who have contributed to the advancement of DLE projects;
and

●
American
manufacturing: ability to manufacture and contribute to lithium sourcing and manufacturing independence for domestic consumption
in the United States market, leading to job creation, particularly in economically depressed regions, once in production.

Competition
and Market Barriers

Competition

Lithium
currently has many end uses, including ceramics and glass, batteries, greases, air treatment and pharmaceuticals. However, it is the
battery industry that is expected to predominantly drive future demand growth for lithium. This is expected to come from several areas:
(i) the continued growth of small format batteries for cell phones, laptops, digital cameras and hand-held power tools, (ii) the transportation
industry’s electrification of automobiles, buses, delivery vehicles, motorcycles, bicycles and boats using lithium-ion battery
technology, and (iii) large format batteries for utility grid-scale storage.

25

A small number of companies dominate the production and refining of end-use
lithium products such as lithium carbonate and lithium hydroxide and are often situated in China, such as Tianqi Lithium. These companies
have an established presence, a higher degree of financial resources, existing strategic partnerships, and existing experienced workforces.
Stardust Power will compete with these companies in attracting human capital, securing supply of feedstock, and selling its products.
Accordingly, the price of Stardust Power’s planned products may be affected by factors beyond our control, including fluctuations
in the market prices for lithium, supplies of lithium, demand for lithium, and mining activities of our competitors.

Government
Regulations

Development
activities for our Facility are subject to extensive laws and regulations, which are overseen and enforced by federal, state, and local
authorities. These applicable laws govern development, construction, production, various taxes, labor standards, occupational health
and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species, and other
matters. Various permits from government authorities will be required for construction and manufacturing operations, and we cannot be
assured such permits will be received. Environmental, health and safety laws and regulations may also, among other things:

●
require
notice to stakeholders of proposed and ongoing exploration, drilling, environmental studies, mining, or production activities;

●
require
the installation of pollution control equipment;

●
restrict
the types, quantities and concentrations of various substances that can be released into the environment in connection with, lithium
manufacturing, or other production activities;

●
limit
or prohibit drilling, mining, lithium manufacturing or other production activities on lands located within wetlands, areas inhabited
by endangered species and other protected areas, or otherwise restrict or prohibit activities that could impact the environment,
including water resources; or

●
require
preparation of an environmental assessment or an environmental impact statement.

Compliance
with environmental, health and safety laws and regulations may impose substantial costs on us, subject us to significant potential liabilities,
and have an adverse effect on our capital expenditures, results of operations, or competitive position. Violations and liabilities with
respect to these laws and regulations could result in significant administrative, civil, or criminal penalties, remedial clean-ups, natural
resource damages, permit modifications and/or revocations, operational interruptions and/or shutdowns, and other liabilities, as well
as reputational harm, including damage to our relationships with customers, suppliers, investors, governments or other stakeholders.
The costs of remedying such conditions may be significant, and remediation obligations could adversely affect our business, results of
operations, and financial condition. Federal, state, and local legislative authorities frequently revise environmental, health and safety
laws and regulations, and any changes in these regulations, or the interpretations thereof, could require us to expend significant resources
to comply with new laws or regulations or changes to current requirements and could have a material adverse impact on our business operations.

Permits

Certain
federal, state, and local permits are required for the project. State permitting focuses on air emissions, wastewater, and stormwater
permits. Federal permitting focuses on possible cultural, biological, and natural resources and threatened/endangered species impacts.
The key permitting agency for the project at the state level is the Oklahoma Department of Environmental Quality (the “DEQ”).
Stardust Power has received from the DEQ the general permit for stormwater discharges from Construction Activities, approval of its stormwater
pollution prevention plan and air quality construction permit (“Air Permit”). Under current design plans, Stardust
Power currently does not require a waste water permit for the Facility since no waste water is expected to be discharged.

26

Environmental,
Social and Governance (“ESG”)

We
believe lithium will continue to play an important role in the transition to a lower carbon future and the fight against climate change.
Likewise, we believe that meeting the growing demand for lithium compounds must be balanced with considerations for responsible refining
across the spectrum of ESG issues and concerns. Our core values reflect this commitment to sustainability. We believe that operating
in a safe, ethical, socially conscious and sustainable manner is important for our business.

As
such, we intend to continue to integrate ESG and sustainability considerations into our business, operations and investment decisions.

Environmental

Brines:
Focusing on brines, which have a smaller carbon footprint than open pit mining hard rock sources provides for a smaller environmental
impact.

Sustainable
Power: We intend to source the energy to power our refinery from sustainable sources of power, including solar and wind power available
from the state of Oklahoma.

ZLD
technology: We are engineering our Facility based on ZLD technologies which are not expected to produce liquid discharge as a result of our conversion
process.

Social

As we recruit employees for our projects, we intend to focus hiring efforts
hiring workers from local communities near our project areas.

Governance

Stardust
Power is committed to transparency and corporate governance best-practices and has the following corporate governance policies and
guidelines in place:

●
Privacy
Policy;

●
Open
Reporting Policy (Whistleblower Policy);

●
Code
of Conduct and Cyber Security Agreement;

●
Supplier
Code of Conduct;

●
Vendor
Risk Assessment Program;

●
Cybersecurity
Policy;

●
Community
Benefits Plan;

●
Clawback
Policy;

●
Code
of Business Conduct and Ethics;

●
Compliance
Reporting Policy;

●
Corporate
Governance Guidelines;

●
Insider
Trading Policy;

●
Regulation
FD Policy; and

●
Related
Party Transactions Policy.

Human Capital Resources

Employees

We have ten employees as of
December 31, 2025, all of whom are full time.

Websites

The Company maintains one active website, www.stardust-power.com,
which serves as its corporate website and contains information about the Company and its business. The information included on Stardust
Power’s website, or any other third party website referred to in this Form 10-K, is not incorporated by reference into this Form
10-K or in any other report or document filed with the SEC, and any reference to such website is intended to be an inactive textual reference
only.

Corporate
Information and Facilities

Stardust
Power Inc. is a Delaware “C” corporation. Our registered office is located at 251 Little Falls Dr, Wilmington, DE 19808,
and our corporate mailing address is 15 E. Putnam Ave, Suite 378, Greenwich, CT 06830.

Our mailing address for our Oklahoma office is 6608 N. Western Ave Suite
466, Nichols Hills OK, 73116. The registered office of our subsidiary is located at 251 Little Falls Dr, Wilmington, DE 19808. Our telephone
number is (800) 742-3095.

27

Information
About Our Executive Officers

Roshan
Pujari, Chief Executive Officer and Chairman

Roshan Pujari, 48, has served as Chairman of the Board and as our Chief
Executive Officer since the consummation of the Business Combination in July 2024. Prior to the Business Combination, Mr. Pujari co-founded
Legacy Stardust Power and served as Chief Executive Officer of Legacy Stardust Power from its inception in March 2023 until the Business
Combination. In his role as Chief Executive Officer of Stardust Power, he is responsible for developing and executing strategy, operations,
key hires and financing. Mr. Pujari is a highly seasoned chief executive officer. Mr. Pujari has over 20 years of experience in investments
and transactions and has demonstrated expertise and deep domain knowledge in new company formation and fund raising. He is highly skilled
in dealmaking, identifying niche opportunities and leading them to successful ventures. Prior to co-founding Legacy Stardust Power, Mr.
Pujari founded VIKASA Capital LLC in 2012, which reorganized as VIKASA Capital Inc. in 2021, a diversified investment firm investing into
global markets and clean energy. Mr. Pujari led the firm’s clean energy practice until 2023 where he developed a deep understanding
of lithium. He is also a philanthropist, having founded the Pujari Foundation, a 501(c)(3) non-profit organization, to promote the interests
of education, arts, and community around the globe. Mr. Pujari has served on numerous philanthropic boards and served as a Governor’s
appointee to the Oklahoma Arts Council. He served as trustee for the Heritage Hall School from 2017 to 2021, his alma mater. Mr. Pujari
attended the University of Redlands in California, where he majored in both History and Government, and was in the honor society in both
majors. Mr. Pujari also has a diploma from Heritage Hall, Oklahoma, where he was awarded “Top Speaker” in the National Tournament
in 1995.

Pablo
Cortegoso, Chief Technical Officer

Pablo
Cortegoso, 43, has served as the Chief Technical Officer of Stardust Power since February 2024. In this role, he is responsible for
all operations aspects of exploration, mining, extraction and production. Mr. Cortegoso has over 13 years of experience in civil and
mining projects, specializing in lithium projects. His skills include the development of hydrogeological field programs, with an
emphasis on lithium brine deposits, including well designs, packer testing, aquifer tests, brine standards preparation, sampling
protocols and drilling oversight, with expertise in solar pond evaporation design, modeling and operation for lithium and potassium
brine projects. He has extensive experience in performing fatal flaw analysis; risk and investment analysis; technical due
diligence, including on battery metals; design and implementation of field programs; data collection and analysis for
hydrogeological and geotechnical studies; and completing technical reports (Mineral Resource and Reserve Statements, PEA, PFS, FS)
in accordance with international guidelines for lithium brine and hard rock projects throughout Argentina, Australia, Brazil,
Bolivia, Canada, Chile, Mexico, the United States, Europe, the United Kingdom and Botswana. Prior to co-founding Stardust Power,
from April 2023 to February 2024, Mr. Cortegoso was engaged in independent consulting through his wholly owned company, Florentino
Energy LLC, where he advised clients on lithium and mining projects, including technical due diligence, project evaluation, and
development strategy. Prior to this, he served at Aurora Lithium (Galp/Northvolt), a lithium refining project, as
Vice President, Sourcing, in Lisbon, Portugal from April 2022 to March 2023, where he was responsible for identifying, evaluating and advancing lithium raw material supply opportunities for the company’s refining
strategy. Prior to
Aurora Lithium, he served at SRK Consulting (U.S.), Inc. in various positions including as Senior Consultant from January 2018 to
February 2022, and as Consultant from September 2010 to December 2017. Prior to SRK, he served at Trine University as a Graduate
Researcher and Teaching Assistant from August 2009 to May 2010. Prior to Trine University, Mr. Cortegoso served at Jose Cartellone
Construcciones Civiles, in Buenos Aires, Argentina as a Management and Budget Control Analyst in 2007. He is a published author in
prestigious industry magazines and has presented in conferences and workshops globally in his field of expertise on lithium. Mr.
Cortegoso has industry affiliations, including as a Registered Member of the Society for Mining, Metallurgy, and Exploration, Inc.;
a Qualified Person under the guidelines of National Instrument 43-101 in Canada; and a Competent Person in accordance with the JORC
Code in Australia. Mr. Cortegoso earned his master’s degree in civil engineering from Trine University, and an undergraduate
degree in civil engineering from the Universidad Nacional de Cuyo in Argentina.

28

Udaychandra
Devasper, Chief Financial Officer

Udaychandra
(Uday) Devasper, 44, has served as the Chief Financial Officer of Stardust Power since December 2023. In this role, Mr. Devasper is responsible
for leading and developing the finance and accounting functions of the Company, as well as assisting the Chief Executive Officer in executing
strategy, operations, key hires and financing functions. He is a highly seasoned finance professional, with over 20 years of experience
in finance and accounting and has demonstrated expertise and deep domain knowledge in leading projects and assisting companies through
multiple transactions. Mr. Devasper’s skills include building and managing large teams; operational and technical accounting expertise
in key accounting areas such as revenues, mergers and acquisitions; and end-to-end project management for de-SPAC and IPO transactions.
Prior to joining Stardust Power, Mr. Devasper was part of the initial founding team as a partner at Effectus Group, LLC, a boutique national
accounting advisory firm, where he was involved in developing the business, hiring and resource management, as well as leading the firm’s
nationwide Technology practice (which included the clean energy industry) for all technical accounting and strategic projects, from October
2014 to September 2022. During his time at Effectus, he gained domain, industry and transactional expertise through the multiple projects
he led for companies in the cleantech, renewable energy and alternative energy sectors. Further, during his term at Effectus, Mr. Devasper
led multiple de-SPAC/IPO transactions in the cleantech and renewable energy sectors, including end-to-end project management and overall
reporting assistance. Prior to his term at Effectus, Mr. Devasper served as a Director, Technical Accounting at Echelon Corporation from
July 2012 to August 2014, and as a Senior Manager, Technical Accounting at Synopsys, Inc., from March 2011 to July 2012. Prior to Echelon
and Synopsys, he worked in the public accounting sector at KPMG LLP, progressing to Senior Manager, Assurance. Mr. Devasper is a licensed
CPA (inactive) in California, and a licensed Chartered Accountant from the Institute of Chartered Accountants of India. He earned his
bachelor’s degree in commerce from Mumbai University in India.

Chris
Celano, Chief Operating Officer

Chris
Celano, 56, has served as the Chief Operating Officer of Stardust Power since January 2025. In this role, Mr. Celano oversees the Company’s
upstream lithium supply initiatives and processing operations, including sourcing and site development. He plays a key role in driving
the Company’s operational efficiency, advancing the timely delivery of high-quality lithium products and strengthening relationships
with customers and stakeholders. His deep experience in renewables, cleantech and drilling will be pivotal to the Company’s long-term
success as it works to meet growing demand for critical minerals. Mr. Celano brings over 20 years of executive leadership experience,
combining a strong background as a Chief Executive Officer, practicing securities attorney and graduate of the Massachusetts Institute
of Technology. His diverse expertise spans the energy sector, drilling, engineering, procurement and construction fields, along with
deep legal knowledge, from which he is uniquely equipped to drive Stardust Power’s strategic and operational goals during this
critical phase of the Company’s growth. Prior to joining Stardust Power, he served as President and Chief Executive Officer of
IHI E&C International Corporation, an engineering and construction company, beginning in January 2017, prior to which he served as General Counsel and Senior Vice President
of Business Administration beginning in February 2013. Prior to his time at IHI, Mr. Celano served as Vice President and General Counsel
at Vantage Drilling Company from May 2008 to May 2011. He started his career at the law firms Olshan Frome Wolosky LLP, Graham &
James LLP and Elenoff Grossman & Schole LLP. Mr. Celano has a bachelor’s degree in economics from Vanderbilt University, a
J.D. from Boston College Law School, an LLM from New York University School of Law and a master’s degree in engineering from the
Massachusetts Institute of Technology.

Bruce
Czachor, General Counsel, Chief Compliance Officer and Secretary

Bruce Czachor, 64, has served as the General Counsel, Chief Compliance
Officer and Secretary of Stardust Power since January 2026. In this role, Mr. Czachor is responsible for leading and developing the legal
and compliance functions of the Company, as well as assisting the Chief Executive Officer in executing strategy, operations and key hires.
He brings over 35 years of legal and corporate experience, and has served in executive and legal leadership roles at public companies
and international law firms. Prior to joining Stardust Power, Mr. Czachor served as Executive Vice President – Chief Legal Officer
and Secretary of Piedmont Lithium Inc., a U.S. public mining and chemical company, and its predecessor Australian company since December
2018. Prior to that, he served as a partner and associate in major international law firms in New York, Toronto, and Silicon Valley from
1988 through 2017. Mr. Czachor holds a Juris Doctorate degree from New York Law School, and a Bachelor of Arts degree in Political Science
from Binghamton University. Mr. Czachor is also a director of Vinland Lithium Inc., a public company listed on the TSXV under the symbol
“VLD”.

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