Mr. Zachary Kotowych reports

TROUBADOUR RESOURCES ANNOUNCES AMENDED PRICING OF PREVIOUSLY ANNOUNCED NON-BROKERED PRIVATE PLACEMENTS

Further to its news release dated Sept. 8, 2026, Troubadour Resources Inc. has amended the pricing of its previously announced concurrent non-brokered private placements for aggregate gross proceeds of up to $950,000. 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 nine cents to six cents and the exercise price of the unit warrants has been amended from 12 cens to eight cents. The company is now offering up to 8,333,333 units at a price of six cents 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, with each unit warrant entitling the holder to acquire one additional common share of the company at an exercise price of eight cents for a period of 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 per cent of the then-outstanding common shares of the company.

Debenture offering

The conversion price of the debentures has been amended from 12 cents to eight cents per debenture unit during the first year following the date of issuance and 10 cents 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 14 cents to eight cents. 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 to multiple subscribers at an original issue discount of 15 per cent 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 years from the date of issuance of the first tranche and will bear interest at 20.0 per cent per annum, calculated and compounded monthly, accruing from the date of issuance and payable quarterly in arrears, increasing by an additional 4.0 per cent per annum (to 24.0 per cent) 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-V 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 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 eight cents 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 per cent 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 of notice at 110 per cent 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 per cent 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 per cent of the company's market capitalization. Particulars of any insider participation will be disclosed in the news release announcing closing. The company may pay finders' fees in cash and/or finder warrants in connection with the offerings in accordance with the policies of the TSX-V.

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 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, B.C., Troubadour trades on the TSX-V under the symbol TR and on the OTCPK under the symbol TROUF.

We seek Safe Harbor.