roubadour Resources Announces Listed Issuer Financing Exemption (LIFE) Private Placement of Shares and Private Placement of Units

Vancouver, British Columbia / July 2, 2024 – Troubadour Resources Inc. (“TR” or the “Company”) (TSXV: TR) (OTC: TROUF) is pleased to announce a non-brokered listed issuer financing exemption (LIFE) private placement of up to 7,558,000 common shares without par value in the capital of the Company (“Shares”) at a price of $0.125 per Share, for gross proceeds of up to $944,750 (the “LIFE Offering”).

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the LIFE Offering will be made pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Exemption”). Accordingly, the Shares issued pursuant to the LIFE Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document (the “Offering Document”) relating to the LIFE Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website (www.troubadourresources.com). Prospective investors in the LIFE Offering should read the Offering Document before making an investment decision.

The Company is also pleased to announce a concurrent non-brokered private placement of up to 20,442,000 units of the Company (each, a “Unit”) for gross proceeds of up to approximately $2,555,250 (the “Unit Offering” and, together with the LIFE Offering, the “Offering”), which will be carried out pursuant to prospectus exemptions other than the Exemption. Each Unit will be composed of one (1) Share and one-half of one (1/2) non-transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one (1) Share at a price of $0.175 for a period of 24 months from the date of issuance.

All securities issued in connection with the Unit Offering will be subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws.

Closing of the Offering may take place in one or more tranches as determined by the Company and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including final approval from the TSX Venture Exchange.

The Company may pay certain eligible finders a cash fee of up to 7% of the gross proceeds raised in respect of the Offering from subscribers introduced by such finders to the Company. The Company may also issue to eligible finders such number of finder warrants (each, a “Finder Warrant”) up to 7% of the number of Shares or Units sold under the Offering to subscribers introduced by such finders to the Company. The Finder Warrants, to the extent they are issued, will entitle the holder thereof to acquire one (1) Share at a price of $0.175 per Share for a period of 24 months from the date of issuance.

The Company intends to use the net proceeds of the Offering for fieldwork at the Company’s exploration projects and for general corporate and working capital purposes and as more particularly set out in the Offering Document.