Troubadour Resources Announces Amended Pricing of Previously Announced Non-Brokered Private Placements

Lower share and conversion prices accompany proposed debt carrying 20.0% annual interest and a 15% original issue discount.

Rhea-AI Summary

Troubadour Resources (TSXV:TR; OTC PINK:TROUF) has amended pricing for concurrent private placements targeting aggregate gross proceeds of up to $950,000.

The unit offering now comprises up to 8,333,333 units at $0.06, down from $0.09, for up to $500,000. Each includes one share and a 36-month warrant repriced from $0.12 to $0.08. The debenture offering targets $450,000 in proceeds from up to $529,412 principal issued at a 15% discount. Conversion pricing falls from $0.12 to $0.08 in year one and $0.10 thereafter; attached five-year warrants fall from $0.14 to $0.08.

The unsecured debentures mature three years after the first tranche and bear 20.0% annual interest, compounded monthly, payable quarterly, rising to 24.0% during default. Neither offering has closed; both require TSX Venture Exchange acceptance but neither depends on the other. Net proceeds are for working capital and corporate purposes.

2 points · 2 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

2 major · 13 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Unit offering targets up to $500,000 in gross proceeds. 2.9× market cap
• Major point. Forward-looking: it has not happened yet and may not happen.Convertible debenture offering targets $450,000 in gross proceeds. 2.6× market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Unit issuance would add up to 8,333,333 shares at $0.06, reduced from $0.09, diluting holders.
• Major point. Forward-looking: it has not happened yet and may not happen.Debentures add up to $529,412 principal at a 15% discount: $850 paid per $1,000 principal. 3× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Each unit includes a 36-month warrant repriced from $0.12 to $0.08, creating further potential dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Debentures bear 20.0% annual interest, compounded monthly, payable quarterly; the rate rises to 24.0% during default.
• Minor point. Forward-looking: it has not happened yet and may not happen.Debenture conversion falls from $0.12 to $0.08 in year one and $0.10 thereafter, creating potential dilution.

8 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Each debenture conversion unit includes a five-year warrant repriced from $0.14 to $0.08.
• Minor point. Forward-looking: it has not happened yet and may not happen.Accrued interest may be paid in common shares at the company's election, subject to Exchange acceptance.
• Minor point. Forward-looking: it has not happened yet and may not happen.Debentures mature three years from first-tranche issuance and rank equally with other unsecured, unsubordinated debt.
• Minor point. Forward-looking: it has not happened yet and may not happen.Prepayment before the second anniversary requires holder consent.
• Minor point. Forward-looking: it has not happened yet and may not happen.Later prepayment requires 30 days' notice, 110% of principal, accrued interest and interest otherwise accruing to maturity.
• Minor point. Forward-looking: it has not happened yet and may not happen.Change of control gives holders a 125%-of-principal repurchase right, plus accrued interest, or conversion.
• Minor pointBoth offerings remain unclosed and subject to Exchange acceptance.
• Minor point. Forward-looking: it has not happened yet and may not happen.Potential finder compensation includes cash and/or finder warrants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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VANCOUVER, BC / ACCESS Newswire / October 26, 2026 / Troubadour Resources Inc. ("Troubadour" or the "Company") (TSXV:TR)(OTC PINK:TROUF) announces that, further to its news release dated September 8, 2026, it has amended the pricing of its previously announced concurrent non-brokered private placements for aggregate gross proceeds of up to $950,000 (the "Offerings"). The Offerings have not closed. The Offerings may be completed in one or more tranches and neither Offering is conditional on completion of the other.

Unit Offering

The price per Unit has been amended from $0.09 to $0.06 and the exercise price of the Unit Warrants has been amended from $0.12 to $0.08. The Company is now offering up to 8,333,333 units (each, a "Unit") at a price of $0.06 per Unit for gross proceeds of up to $500,000. Each Unit will consist of one common share of the Company and one common share purchase warrant (each, a "Unit Warrant"), with each Unit Warrant entitling the holder to acquire one additional common share of the Company at an exercise price of $0.08 for a period of thirty-six (36) months from the date of issuance.

No subscriber may acquire more than 1,518,678 Units, and each warrant will provide that it may not be exercised to the extent that, after giving effect to such exercise, the holder, together with its associates and affiliates, would beneficially own or control more than 9.9% of the then-outstanding common shares of the Company.

Debenture Offering

The conversion price of the Debentures has been amended from $0.12 to $0.08 per Debenture Unit during the first year following the date of issuance, and $0.10 per Debenture Unit thereafter, in accordance with the policies of the TSX Venture Exchange. The exercise price of the common share purchase warrants comprising part of each Debenture Unit has been amended from $0.14 to $0.08. All other terms of the Debenture Offering are unchanged.

The Company continues to offer up to $529,412 aggregate principal amount of unsecured convertible debentures (the "Debentures") to multiple subscribers at an original issue discount of 15%, such that the subscription price for each $1,000 principal amount of Debentures is $850 and the maximum principal amount represents gross proceeds of $450,000. The minimum subscription is $25,000 principal amount of Debentures per subscriber.

The Debentures will mature three (3) years from the date of issuance of the first tranche and will bear interest at 20.0% per annum, calculated and compounded monthly, accruing from the date of issuance and payable quarterly in arrears, increasing by an additional 4.0% per annum (to 24.0%) on and during the continuance of an event of default. Accrued interest may be settled in common shares at the Company's election at a price not less than the market price at the time the interest becomes payable, subject to TSX Venture Exchange (the "Exchange") acceptance.

The Debentures will be unsecured and unsubordinated obligations ranking pari passu with the Company's other unsecured and unsubordinated indebtedness. The Debentures will be convertible at the holder's option at any time before maturity into units (each, a "Debenture Unit") of the Company at the conversion price described above. Each such Debenture Unit will comprise one common share and one common share purchase warrant exercisable at $0.08 per share for five years from the date of issuance of the Debentures.

No holder may convert Debentures or exercise the underlying warrants to the extent that, after giving effect to such conversion or exercise, the holder, together with its associates and affiliates, would hold 9.9% or more of the then-outstanding common shares of the Company, unless shareholder approval has first been obtained. The Debentures will not be prepayable before the second anniversary of issuance without holder consent. Thereafter, the Debentures will be prepayable on 30 days' notice at 110% of the principal amount prepaid, plus accrued and unpaid interest and a make-whole amount equal to the interest that would have accrued to maturity, and holders may convert during the notice period. On a change of control, each holder may require the Company to repurchase its Debentures at 125% of principal plus accrued and unpaid interest, or may elect to convert the Debentures.

Use of Proceeds

Net proceeds of the Offerings will be used for general working capital and corporate purposes.

Insiders of the Company may subscribe under the Unit Offering, including by way of the settlement of indebtedness owed by the Company. Any such participation would constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, and the Company expects to rely on the exemptions from the formal valuation and minority approval requirements in sections 5.5 and 5.7 of MI 61-101 on the basis that the fair market value of the participation will not exceed 25% of the Company's market capitalization. Particulars of any insider participation will be disclosed in the news release announcing closing. The Company may pay finder's fees in cash and/or finder's warrants in connection with the Offerings in accordance with the policies of the TSX Venture Exchange.

The Offerings are subject to the acceptance of the Exchange. All securities issued under the Offerings, and all securities issuable upon conversion or exercise thereof, will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with National Instrument 45-102 - Resale of Securities, together with any additional hold period imposed under the policies of the Exchange.

About Troubadour Resources Inc.

Troubadour Resources Inc. is a North American mineral acquisition and exploration company focused on the development of quality critical mineral and precious metal properties that are drill-ready and have high-upside and expansion potential. Based in Vancouver, British Columbia, Troubadour trades on the TSX Venture Exchange under the symbol TR and on the OTCPK under the symbol TROUF.

TROUBADOUR RESOURCES INC.

Zachary Kotowych

President, Chief Executive Officer and Corporate Secretary

For more information, please call Zachary Kotowych at 437-855-4540 or email zkotowych@troubadourresources.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information

This news release may include "forward-looking information" under applicable Canadian securities legislation, including statements respecting: the completion of the Offerings and the size, terms and timing of each Offering; the amended pricing of the Offerings; the anticipated use of proceeds; the receipt of acceptance of the TSX Venture Exchange; and the Company's strategic focus and exploration plans.

Such forward-looking information reflects management's current beliefs and is based on a number of estimates and/or assumptions made by, and information currently available to, the Company that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause actual results and future events to differ materially from those expressed or implied by such forward-looking information. Readers are cautioned that such forward-looking information is neither a promise nor a guarantee and is subject to known and unknown risks and uncertainties, including, but not limited to, general business, economic, competitive, political and social uncertainties, uncertain and volatile equity and capital markets, lack of available capital, actual results of exploration activities, environmental risks, future prices of base and other metals, operating risks, accidents, labour issues, delays in obtaining governmental approvals and permits, and other risks in the mining industry.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

SOURCE: Troubadour Resources Inc.

View the original press release on ACCESS Newswire

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are Troubadour Resources' revised private placement prices?

The unit price is now $0.06, while debentures convert at $0.08 per Debenture Unit during the first year and $0.10 thereafter. Unit warrants and warrants attached to Debenture Units each have an exercise price of $0.08.

What ownership limits apply to Troubadour Resources' private placements?

No subscriber may acquire more than 1,518,678 Units. Unit warrants cannot be exercised if the holder and its associates and affiliates would exceed 9.9% ownership or control. Debenture conversion and underlying warrant exercise cannot bring that group to 9.9% or more ownership unless shareholder approval has first been obtained.

Can insiders participate in Troubadour Resources' unit offering?

Insiders may subscribe, including through settlement of company indebtedness. Troubadour expects to rely on exemptions from formal valuation and minority approval requirements because participation would not exceed 25% of its market capitalization. Details of any insider participation will be disclosed when closing is announced.

What is the minimum subscription for Troubadour Resources' convertible debentures?

The minimum subscription is $25,000 principal amount of debentures per subscriber. Each $1,000 principal amount has a subscription price of $850, reflecting the 15% original issue discount.