UNITED STATES SECURITIES AND EXCHANGE COMMISSION Commission File Number: 001-39875 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ (State or other jurisdiction of incorpo ...

Company Announcement - Great Pacific Gold Corp. has appointed Alex Heath as Chief Financial Officer, effective immediately, while the current CFO Jonathan Richards will assist for the next two months to ensure a smooth transition [1][2][3] Executive Background - Alex Heath brings over twenty years of experience in finance, investment banking, corporate development, and investor relations, having held senior roles in various companies, including Defense Metals Corp. and Prospector Metals Corp. [2] Financial Position - The company successfully closed an equity financing raising $16.9 million, which positions it well to advance its drilling program at the Wild Dog Project in Papua New Guinea [3] Stock Options and RSUs - In conjunction with the CFO appointment, the company issued 500,000 stock options and 250,000 restricted share units (RSUs), with specific vesting schedules for both [3] Project Overview - Great Pacific Gold has a portfolio of exploration-stage projects in Papua New Guinea, focusing on developing gold-copper resources [4] - The Wild Dog Project is a brownfield exploration project with a history of small-scale gold mining and is currently undergoing a drilling program [4] - The Kesar Project is a greenfield exploration project with high-priority targets and has shown high grades of gold in previous exploration [4] - The Arau Project contains the Mt. Victor exploration target, which has potential for a high sulphidation epithermal gold-base metal deposit [4][5]

Core Points - Great Pacific Gold Corp. has successfully closed a brokered private placement offering, raising gross proceeds of $16.9 million [1] - The offering involved the issuance of 37,655,200 units at a price of $0.45 per unit, each consisting of one common share and one-half of a common share purchase warrant [2] - The net proceeds will be allocated for drilling at the Wild Dog Project, exploration activities in Papua New Guinea, and general administrative expenses [4] Offering Details - The offering was led by Canaccord Genuity Corp. and included a syndicate of agents such as Haywood Securities Inc., Clarus Securities Inc., and Cormark Securities Inc. [1] - Each warrant allows the holder to purchase one common share at an exercise price of $0.70 for three years [2] - Agents received a cash fee of 6.0% of the gross proceeds and were granted broker warrants equal to 6.0% of the units sold [5] Project Focus - The company is focused on developing gold-copper resources in Papua New Guinea, with key projects including the Wild Dog Project, Kesar Project, and Arau Project [7][10] - The Wild Dog Project is a brownfield exploration site with a history of small-scale gold mining, while the Kesar Project is a greenfield exploration project with high-priority targets [10] - The Arau Project contains the Mt. Victor exploration target, which has shown promising results from previous drilling programs [10]

Core Viewpoint - Great Pacific Gold Corp. has increased its private placement offering to raise gross proceeds of $16,944,840 due to strong investor demand [1] Group 1: Offering Details - The offering consists of 37,655,200 units priced at $0.45 per unit, with each unit comprising one common share and one-half of a common share purchase warrant [1][2] - Each whole warrant is exercisable to purchase one additional common share at a price of $0.70 for three years following the closing of the offering [2] Group 2: Use of Proceeds - The net proceeds from the offering will be allocated for drilling at the Wild Dog Project, exploration activities in Papua New Guinea, and general administrative expenses [5] Group 3: Regulatory and Advisory Information - The offering will be conducted under specific exemptions from prospectus requirements, and the securities will not be registered under U.S. securities laws [3][7] - Eventus Capital Corp. has been appointed as a special advisor to the company [6] Group 4: Company Overview - Great Pacific Gold holds a portfolio of exploration-stage projects in Papua New Guinea, focusing on developing gold-copper resources [8] - Key projects include the Kesar Project, Wild Dog Project, and Arau Project, each with significant exploration potential [12]

Core Viewpoint - Great Pacific Gold Corp. is executing a spin-out of its Walhalla Gold Project into a new entity, Walhalla Gold Corp., allowing shareholders to retain direct exposure to a significant gold project while securing non-dilutive capital for its ongoing projects in Papua New Guinea [1][3]. Transaction Highlights - The spin-out will provide GPAC shareholders with one share of Walhalla for each share of GPAC held, representing a 1:1 spin-out transaction [6][17]. - Great Pacific has received a cash payment of $1.5 million associated with the transaction, which will be used to fund its Wild Dog Project in Papua New Guinea [6][17]. - A definitive arrangement agreement has been established between Great Pacific, Finco, and Walhalla, outlining the terms of the spin-out [6][11]. Walhalla Gold Project Overview - The Walhalla Gold Project is located in Victoria, Australia, covering over 1,400 km² and includes areas with historical gold production [4][5]. - The project has a history of producing 1,510,309 ounces of gold at an average grade of 33.59 g/t [5][6]. - The Pinnacles target within the project is fully permitted and ready for immediate drilling, showcasing a 400m x 1,100m gold mineralized zone [4][10]. Strategic Focus and Future Plans - The cash proceeds from the spin-out will provide non-dilutive funding to advance the Wild Dog Project, which has shown promising early results with high-grade gold intersections [3][6]. - The company plans to announce further results from the Wild Dog Project in the coming weeks, indicating ongoing exploration and development efforts [3][6].

Core Insights - Great Pacific Gold Corp. is actively exploring the Wild Dog Project in Papua New Guinea, focusing on high-grade gold-copper potential through a new drill program [1][2][29] Exploration Activities - The current drill program targets a 3km strike length within a mineralized corridor, with plans for 2,500 meters of diamond drilling across 16 holes [2][3] - A MobileMT geophysical survey identified a strong conductivity trend over 15km in strike and depths exceeding 1,000 meters, indicating significant mineralization potential [2][4] Drilling Results - Initial results from the Phase 1 drill program show promising intercepts, including 7.0 meters at 10.3 g/t AuEq in hole WDG-02 and 6.0 meters at 8.6 g/t AuEq in hole WDG-04 [4][7] - The drilling has confirmed the presence of the main Wild Dog vein structure in holes WDG-02, WDG-04, and WDG-05, while WDG-03 did not intercept the main vein due to geological displacement [11][7] Drill Hole Details - As of now, four drill holes have been completed, with WDG-05 nearing completion and WDG-06 planned to further test the main vein structure [5][6] - The details of the drill holes, including coordinates, depth, and status, are documented, with WDG-01 expected to be redrilled later in the program [6][8] Geological Insights - The geology of WDG-04 indicates a transition from weathered material to fresh rock, with significant mineralization observed in the main Wild Dog vein structure [12][16] - The core samples from WDG-04 show strong silicification and mineralization, with notable grades of gold and copper in specific intervals [16][23] Company Overview - Great Pacific Gold holds a portfolio of exploration-stage projects in Papua New Guinea, with a focus on developing gold-copper resources [29][30] - The company is committed to adhering to industry best practices for quality assurance and control in its exploration activities [27][28]

Vancouver, British Columbia--(Newsfile Corp. - June 5, 2025) - Great Pacific Gold Corp. (TSXV: GPAC) (OTCQX: FSXLF) (FSE: V3H) ("Great Pacific Gold," "GPAC," or the "Company") is providing an update on its exploration activities at the Wild Dog Project ("Wild Dog" or the "Project"), located on the island of New Britain, in the province of East New Britain, Papua New Guinea ("PNG"). A cross section of the geology and the key assay results from WDG-02 are shown in Figure 2 and a complete set of assay results ...

Lithium Refinery Development - Stardust Power is developing a large-scale lithium refinery in Oklahoma to supply battery-grade lithium primarily for the electric vehicle market [171]. - The company is in the development stage and has purchased a site in Muskogee, Oklahoma, for its planned refinery, which will have a phased capacity of up to 50,000 metric tons per annum [192][193]. - The refinery will utilize a technological innovation allowing it to refine various sources of lithium brine, aiming to produce a consistent feedstock [194]. - The total refinery cost is estimated at $1,165 million, with plans to finance through a mix of debt, equity, and potential government grants [232]. Financial Performance - The company has not generated any revenue since inception and has been operating at a loss, with a net loss of $3,809,700 for the three months ended March 31, 2025, compared to a net loss of $1,399,213 for the same period in 2024 [217]. - General and administrative expenses increased significantly to $5,748,648 for the three months ended March 31, 2025, up from $1,235,366 in the prior year, reflecting an increase of $4,513,282 [217]. - As of March 31, 2025, the accumulated deficit was $56,428,648, up from $52,618,948 as of December 31, 2024 [231]. - The company has not earned any revenue and has been operating at a loss since inception, with a stockholders' deficit of $12,835,162 as of March 31, 2025 [234]. Capital and Financing - The company received up to $257 million in performance-based incentives from the State of Oklahoma, contingent on job creation and capital expenditures [174]. - Stardust Power secured a loan of $1.75 million from Endurance Antarctica Partners II, LLC, with a 15% interest rate, maturing in March 2025 [185]. - The company has issued promissory notes totaling $492,000 with an interest rate of 6%, maturing in 2025, to support its financing needs [205]. - The Company anticipates funding its near-term operations through the sale of equity securities, promissory notes, and debt financing [233]. - The Company plans to raise additional capital through equity issuance or borrowings to fund operations and investments over the next year [252]. Compliance and Regulatory Issues - The company received notices from Nasdaq regarding non-compliance with listing standards due to market value and bid price issues [186]. - The company has a compliance period until September 15, 2025, to regain compliance with Nasdaq's Minimum Price Rule, requiring a minimum bid price of $1.00 per share for 10 consecutive business days [187]. - The company must also comply with the MVPHS Rule by maintaining a market value of publicly held shares of at least $15,000,000 for 10 consecutive business days by September 15, 2025 [188]. - The MVLS Rule requires the company to achieve a market value of listed securities of $50,000,000 for 10 consecutive business days by September 30, 2025, to avoid delisting [189]. Strategic Partnerships and Agreements - The company entered into a non-binding letter agreement with Sumitomo for a long-term offtake agreement to supply 20,000 metric tons of lithium carbonate annually, with potential to increase to 25,000 metric tons [182]. - Stardust Power purchased 10 million shares (approximately 6% equity) of IRIS Metals Limited for $1.6 million to explore strategic partnerships in lithium production [181]. - The company has entered into an engineering agreement with Primero USA, Inc. for approximately $4.7 million to assist in the development of its lithium facility [180]. - The Company is negotiating fixed price off-take agreements to mitigate commodity price risks associated with lithium hydroxide and lithium carbonate [274]. - The Company plans to enter into 10-year long-term sales contracts with EV manufacturers to stabilize product pricing and manage supply chain risks [276]. Cash Flow and Operating Activities - For the three months ended March 31, 2025, net cash used in operating activities was $2,875,187, a significant increase from $934,680 in the same period of 2024, reflecting a net loss of $3,809,700 [246][247]. - Net cash provided by financing activities for the three months ended March 31, 2025, was $4,511,080, primarily from a public offering that generated gross proceeds of $5,750,400 [250]. - For the three months ended March 31, 2025, net cash used in investing activities was $960,332, mainly for capital project costs related to refinery construction [249]. Risks and Challenges - The company has a limited operating history and faces significant risks and challenges, including competition and macroeconomic conditions [198][201]. - The Company is currently facing a volatile inflationary environment, which could impact its financial condition and operations [289]. - The Company is subject to credit risk for cash balances exceeding the FDIC insured amount of $250,000, with only one financial banking institution [288]. - As of March 31, 2025, the Company had no significant risk related to changes in interest rates [287].

Core Viewpoint - Great Pacific Gold Corp. has announced a spin-out transaction to distribute shares of a new company, Walhalla Gold Corp., which will own the Walhalla Gold Project in Victoria, Australia, to its shareholders [1][4]. Transaction Details - The spin-out will allow each shareholder of Great Pacific to receive one share of Walhalla for every share they hold in Great Pacific [6][14]. - Great Pacific will receive a one-time cash payment of $1.5 million from 1537559 B.C. Ltd. (Finco) as part of the transaction [3][14]. - Walhalla will retain a 2% Net Smelter Royalty (NSR) on the Walhalla Gold Project [6][14]. Walhalla Gold Project Overview - The Walhalla Gold Project spans over 1,400 square kilometers in Victoria and has a history of gold production totaling 1,510,309 ounces at a grade of 33.59 g/t gold [6][7]. - The project includes a high-priority greenfield target called Pinnacles, which features a 400m x 1,100m gold mineralized aplitic dyke ready for immediate drilling [5][6]. Historical Production and Exploration - The Walhalla Gold Project has a prolific history with significant past production and multiple areas with historic mines, many of which have not undergone modern exploration [7]. - Notable historic production includes Cohen's Reef and Longfellows Reef, with significant grades reported from previous drilling [7][8]. Future Plans and Structure - A proposed management team and board of directors for Walhalla will be announced, and Finco will issue a total of 10 million common shares to the new management team as part of the spin-out [10][12]. - The capital structure of Walhalla will include the issued shares of Great Pacific and Finco after the completion of the spin-out [11][12].

Company Overview - Great Pacific Gold Corp. has engaged ICP Securities Inc. for automated market making services, starting April 30, 2025, for an initial term of four months at a monthly fee of C$7,500 [1][2] - The company focuses on developing gold-copper resources from exploration-stage projects in Papua New Guinea and Australia [4] Projects in Papua New Guinea - Kesar Project: A greenfield exploration project with high-priority targets, showing high grades of gold in outcrop and elevated gold in soil grades [4] - Wild Dog Project: A brownfield exploration project with a history of small-scale gold mining, containing numerous epithermal and porphyry targets [4] - Arau Project: Contains the Mt. Victor exploration target with potential for high sulphidation epithermal gold-base metal deposits; Phase 1 drilling results are pending [4][5] Projects in Australia - Lauriston Gold Project: Located adjacent to Agnico Eagle's Fosterville tenements, with a discovery hole intersecting 8m at 105 g/t gold; the company is evaluating strategic alternatives for value creation [8] - Walhalla Gold Belt Project: Comprises over 1,400 km² of concessions with a high-priority greenfield target called Pinnacles, which is fully permitted and ready for drilling [8]