Star Metro - Troubadour Resources Announces Non-Brokered Unit Private Placement and Convertible Debenture Financing

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 $950,000, consisting of a unit offering for gross proceeds of up to $500,000 (the "Unit Offering") and an unsecured convertible debenture offering for gross proceeds of up to $450,000 (the "Debenture Offering", and together with the Unit Offering, the "Offerings"). The Offerings may be completed in one or more tranches and neither Offering is conditional on completion of the other.

Unit Offering

Under the Unit Offering, the Company is offering up to 5,555,555 units (each, a "Unit") at a price of $0.09 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 $0.12 for a period of thirty-six (36) months from the date of issuance.

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 9.9% of the then-outstanding common shares of the Company.

Debenture Offering

Under the Debenture Offering, the Company is offering 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 a conversion price of $0.12 per Debenture Unit. Each such Debenture Unit will comprise one common share and one common share purchase warrant exercisable at $0.14 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 [email protected]

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.

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S.Cloutier--SMC