Angkor Resources Settles $1.9 Million Debt Through Share Issuance

Angkor Resources Corp. has announced a comprehensive shares-for-debt transaction to settle approximately $1.9 million in outstanding obligations through the issuance of common shares and warrants. The company will issue 8,263,333 units at a deemed price of $0.21 per unit, with each unit consisting of one common share and one-half share purchase warrant exercisable at $0.30 for 24 months. The transaction includes an acceleration clause that would trigger forced warrant exercise if the company's shares trade at $0.40 or above for 10 consecutive trading days.

An additional $187,500 will be settled through common share issuance to directors, officers, and management at the same $0.21 price point, though these settlements do not include warrants due to their classification as related-party transactions. Grant T. Smith, CFO for Angkor, stated that this strategic move significantly improves the company's balance sheet by reducing debt burden and lowering interest expenses. The debt settlement comes from five distinct sources including loans totaling $471,300, a $400,000 principal payment related to the Evesham acquisition, settlement with a 30% participating partner from the Oyadao North license sale, $875,000 in notes payable from the original gas capture project, and $62,500 in management compensation.

The transaction qualifies as a related-party transaction under Multilateral Instrument 61-101 but is exempt from formal valuation and minority approval requirements. Angkor may complete the transaction in reliance on exemptions available under MI 61-101, specifically Section 5.5(b) and Section 5.7(1)(a), as the company is not listed on a specified market and the transaction value does not exceed 25% of Angkor's market capitalization when involving interested parties. Closing remains subject to TSX Venture Exchange approval, with shares subject to a standard four-month hold period following issuance.

The directors voted unanimously in favor of converting the debt to shares at market price, reflecting confidence in the company's future direction. Additional corporate information and securities filings are available through SEDAR+. This debt restructuring represents a significant financial maneuver that positions the company for improved operational flexibility while maintaining compliance with Canadian securities regulations governing related-party transactions and market disclosures.