Troubadour Resources Announces Non-Brokered Unit Private Placement and Convertible Debenture Financing
Troubadour seeks up to $950,000 through equity units and high-yield convertible debentures to fund working capital and corporate needs.
Rhea-AI Summary
Troubadour Resources (TROUD) plans concurrent non-brokered private placements of up to $950,000, comprising a unit offering of up to $500,000 and an unsecured convertible debenture offering of up to $450,000.
The Unit Offering comprises up to 5,555,555 units at $0.09 per Unit, each with one common share and a warrant exercisable at $0.12 for 36 months, with a 9.9% ownership cap per subscriber. The Debenture Offering comprises up to $529,412 principal amount of debentures issued at a 15% discount ($850 per $1,000), maturing in three years, bearing 20% annual interest (rising to 24% on default), and convertible at $0.12 into units with a share and a warrant at $0.14 for five years, also subject to a 9.9% cap.
Debentures are not prepayable for two years, carry 110% call terms thereafter and a 125% change-of-control put. Net proceeds will fund working capital and corporate purposes, and the offerings require TSX Venture Exchange acceptance.
Positive
- Total financing capacity up to $950,000 through concurrent offerings
- Unit Offering up to 5,555,555 units at $0.09, raising up to $500,000
- Debenture Offering up to $529,412 principal for gross proceeds of $450,000
- Debenture conversion price set at $0.12 with attached $0.14 five-year warrants
Negative
- Debenture interest rate 20% per annum, rising to 24% on default
- Original issue discount 15%, with $850 subscription per $1,000 principal
- Prepayment premium 110% of principal plus accrued and make-whole interest after year two
- Change-of-control put 125% of principal plus accrued interest increases potential transaction costs
- Potential dilution from up to 5,555,555 Unit shares and associated warrants, plus debenture conversions and warrants
News Explained
The proposed financing adds a conditional company-controlled route to issue shares for interest, beyond conversion and warrants.
The announcement remains a financing proposal rather than a closing and is subject to Exchange acceptance. If completed, accrued interest may be settled in common shares at the company’s election, creating another possible increase in share count.
Under the supplied dilution definition, that additional issuance would reduce existing holders’ percentage ownership absent offsetting changes. The debentures would rank equally with the company’s other unsecured, unsubordinated debt, while holders—not the company—choose whether to convert them before maturity.
The company also says insiders may participate, including by settling company debt through the Unit Offering; particulars are to be disclosed in the closing release, so that ownership detail is not yet specified.
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VANCOUVER, BC / ACCESS Newswire / September 8, 2026 / Troubadour Resources Inc. ("Troubadour" or the "Company") (TSXV:TR)(OTC PINK:TROUF) announces concurrent non-brokered private placements for aggregate gross proceeds of up to
Unit Offering
Under the Unit Offering, the Company is offering up to 5,555,555 units (each, a "Unit") at a price of
No subscriber may acquire more than 1,254,984 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
Debenture Offering
Under the Debenture Offering, the Company is offering up to
The Debentures will mature three (3) years from the date of issuance of the first tranche and will bear interest at
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 a conversion price of
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
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
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 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. 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.
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
What are the key terms of the Unit Offering for Troubadour Resources?
The Unit Offering consists of up to 5,555,555 units priced at $0.09 per Unit for gross proceeds of up to $500,000. Each Unit includes one common share and one common share purchase warrant. Each warrant allows the holder to buy one additional common share at $0.12 for 36 months from issuance. No subscriber may acquire more than 1,254,984 Units, and each warrant is subject to a 9.9% post-exercise ownership cap for the holder and its associates and affiliates.
How are Troubadour’s unsecured convertible debentures structured?
The Debenture Offering is for up to $529,412 aggregate principal amount, issued at a 15% discount so that each $1,000 principal is subscribed for $850, for gross proceeds of up to $450,000. The minimum subscription is $25,000 principal. The debentures mature three years from the first tranche issuance, bear 20.0% annual interest compounded monthly and payable quarterly, increasing to 24.0% during any event of default. Accrued interest may be settled in shares at not less than market price, subject to TSX Venture Exchange acceptance.
What are the conversion and warrant terms attached to the debentures?
The debentures are convertible at the holder’s option any time before maturity into Debenture Units at a conversion price of $0.12 per Debenture Unit. Each Debenture Unit consists of one common share and one common share purchase warrant. Each warrant is exercisable at $0.14 per share for five years from the date of issuance of the debentures. Conversions and warrant exercises are restricted so that holders and their associates and affiliates do not reach or exceed 9.9% ownership unless shareholder approval is obtained.
Can Troubadour prepay the debentures, and what are the holder protections?
The debentures are not prepayable before the second anniversary of issuance without holder consent. After that, the company may prepay on 30 days’ notice at 110% of the principal amount prepaid, plus accrued and unpaid interest and a make-whole amount equal to interest that would have accrued to maturity. Holders may convert during the notice period. On a change of control, each holder can require repurchase at 125% of principal plus accrued and unpaid interest, or elect to convert instead.
How will Troubadour use the proceeds from the offerings?
Net proceeds from both the Unit Offering and the Debenture Offering will be used for general working capital and corporate purposes.
Will insiders participate and what regulatory framework applies?
Insiders may subscribe under the Unit Offering, including via settlement of indebtedness. Any insider participation would be a related party transaction under Multilateral Instrument 61-101. The company expects to rely on exemptions from formal valuation and minority approval because the fair market value of insider participation is expected to be no more than 25% of its market capitalization. Details of insider participation will be disclosed upon closing.
What regulatory conditions and resale restrictions apply to these securities?
The offerings are subject to TSX Venture Exchange acceptance. All securities issued, including those issuable on conversion or exercise, will be subject to a statutory hold period of four months and one day from issuance under National Instrument 45-102, plus any additional hold period required by the TSX Venture Exchange’s policies. The company may also pay finder’s fees in cash and/or finder’s warrants in accordance with those policies.