Troubadour Resources Inc., which trades on the TSX Venture Exchange under the symbol TR and on the OTC PINK market as TROUF, announced it will raise up to $950,000 through two concurrent non-brokered private placements.
The first offering is a unit placement that may be completed in one or more tranches, with gross proceeds of up to $500,000. Each unit will consist of one common share and one warrant, priced at $0.09 per unit, for a maximum of 5,555,555 units. Each warrant entitles the holder to purchase one additional common share at $0.12 per share for 36 months from the date of issuance. No single subscriber may acquire more than 1,254,984 units, and the warrants are subject to a 9.9% ownership limitation. Company insiders may participate in the unit offering, including through debt settlement.
The second offering will raise up to $450,000 through unsecured convertible debentures. The aggregate principal amount offered is up to $529,412, issued at a 15% original issue discount, giving a subscription price of $850 per $1,000 of principal. The minimum subscription is $25,000 in principal per investor. The debentures mature three years from the first tranche issuance date and carry a coupon of 20% per annum, calculated and compounded monthly, payable quarterly in arrears. The rate steps up to 24% during an event of default.
Holders may convert the debentures at their option at a price of $0.12 per debenture unit, with each unit comprising one common share and one warrant exercisable at $0.14 per share for five years. The debentures cannot be prepaid before the second anniversary without holder consent. Thereafter, they are prepayable on 30 days' notice at 110% of the principal amount plus accrued interest and a make-whole amount.
Proceeds from both offerings will be used for general working capital and corporate purposes. All securities issued under the placements are subject to a statutory hold period of four months and one day.
