Troubadour Resources Announces Non-Brokered Private Placement

Rhea-AI Summary

Troubadour Resources (TSXV:TROUF) announced non-brokered private placements to raise up to $3.0M via 150,000,000 units at $0.02 and up to $600,000 via 24,000,000 flow-through units at $0.025.

Each unit includes one common share and one warrant exercisable at $0.025 for 24 months. Flow-through proceeds will be renounced no later than Dec 31, 2027. Closings require TSXV and regulatory approvals; securities carry a four-month-and-one-day hold. Finder’s fees may be payable. Securities are not U.S.-registered and cannot be offered to U.S. persons.

Positive

• Gross proceeds target of $3.6M combining both offerings
• Warrants with 24-month exercise window at $0.025

Negative

• Large issuance: up to 174,000,000 new shares and warrants
• Securities subject to statutory 4-month-and-1-day resale hold

VANCOUVER, BC / ACCESS Newswire / February 18, 2026 / Troubadour Resources Inc. ("TR", "Troubadour" or, the "Company") (TSXV:TR)(OTC PINK:TROUF)(FSE:2QD0, WKN: A3DBDE) is pleased to announce a non-brokered private placement offering of up to 150,000,000 units at a price of $0.02 per unit (each, a "Unit") for gross proceeds of up to $3,000,000.00 (the "Private Placement").

The Units will consist of one common share of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional Common Share of the Company at an exercise price of $0.025 per share for a period of twenty-four (24) months from the date of issuance. The Company intends to use the net proceeds raised from the Private Placement for general corporate and administrative purposes.

The Company also announced a non-brokered private placement of flow-through units (each, a "FT Unit") for aggregate gross proceeds of up to $600,000 (the "FT Private Placement" and, together with the Private Placement, the "Offerings"). The FT Private Placement will consist of up to 24,000,000 FT Units at a price of $0.025 per FT Unit. Each FT Unit will be comprised of one Common Share of the Company issued on a flow-through basis (a "Flow-Through Share") and one Common Share purchase warrant (a "FTWarrant"). Each FT Warrant will entitle the holder thereof to purchase one additional Common Share of the Company at an exercise price of $0.025 per share for a period of twenty-four (24) months from the date of issuance.

The gross proceeds from the sale of the Flow-Through Shares will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada), to be renounced to subscribers with an effective date no later than December 31, 2027.

Closing of the Offerings is subject to receipt of all required regulatory approvals, including acceptance of the TSX Venture Exchange (the "TSXV"). All securities issued under the Offerings will be subject to a statutory hold period of four months and one day in accordance with applicable securities laws and the policies of the TSXV. In connection with the Offerings, the Company may pay finders fees.

The securities issued under the Offering 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 or to U.S. persons absent registration or an applicable exemption. This news release does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such offer or sale would be unlawful.

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 with high-upside and expansion potential. Based in Vancouver, BC, Troubadour trades on the TSX Venture Exchange under the symbol TR, the OTC Markets under the symbol TROUF, and on the Frankfurt, Berlin and Tradegate Stock Exchanges under the symbol 2QD0/WKN: A3DBDE.

TROUBADOUR RESOURCES INC.

Zachary Kotowych, CEO and Director

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

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.

Forward-looking statements:

This news release may include "forward-looking information" under applicable Canadian securities legislation. Such forward-looking information reflects management's current beliefs and are 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 the 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 are neither promises nor guarantees and are 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.

The Company is presently an exploration stage company. Exploration is highly speculative in nature, involves many risks, requires substantial expenditures, and may not result in the discovery of mineral deposits that can be mined profitably. Furthermore, the Company currently has no reserves on any of its properties. As a result, there can be no assurance that such forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

SOURCE: Troubadour Resources Inc.

View the original press release on ACCESS Newswire

FAQ

How much is Troubadour Resources (TROUF) aiming to raise in the February 18, 2026 private placements?

Troubadour aims to raise up to $3.6 million in aggregate from both offerings. According to the company, up to $3.0 million comes from 150,000,000 units at $0.02 and up to $600,000 from 24,000,000 flow-through units at $0.025.

What are the warrant terms for the TROUF units announced on February 18, 2026?

Each unit includes one warrant exercisable at $0.025 for 24 months from issuance. According to the company, each warrant permits purchase of one common share at $0.025 and expires twenty-four months after issuance.

How will Troubadour Resources (TROUF) use the net proceeds from the February 18, 2026 private placement?

Net proceeds will be used for general corporate and administrative purposes. According to the company, flow-through proceeds specifically must be spent on eligible Canadian exploration expenses and renounced by December 31, 2027.

What does the flow-through unit (FT Unit) offering mean for TROUF investors and taxes?

Flow-through units allow investors tax attributes from qualifying Canadian exploration expenses. According to the company, Flow-Through Shares’ exploration expenditures will be renounced to subscribers with an effective date no later than December 31, 2027.

When will the TROUF private placements close and what approvals are required?

Closings are subject to receipt of required regulatory approvals, including TSXV acceptance. According to the company, the Offerings will close only after all regulatory consents are obtained and applicable conditions are satisfied.

How might the February 18, 2026 private placements affect TROUF shareholder dilution?

The offerings could substantially increase the share count if fully subscribed, creating dilution for existing holders. According to the company, up to 150,000,000 units plus 24,000,000 FT units may be issued, each with attached warrants exercisable into additional shares.