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Grande Prairie, Alberta TheNewswire - August 17 2026 TheNewswire - Angkor Resources Corp. ("Angkor") (TSXV:ANK,OTC:ANKOF) (OTC:ANKOF) is pleased to announce that it has entered into a Term Sheet with institutional investor Sorbie Bornholm LP ("Sorbie") to secure approximately $3.5M from the issuance of 14,000,000 units (the "Units"). The Units consist of: (a) a common share (the "Common Share") at an issuance price of $0.25, subject to the terms of the Sharing Agreement (as defined below); (b) 3,710,000 warrants (the "Warrants") entitling Sorbie to acquire additional Common Shares at a fixed exercise price of $0.32 and a maturity date of 3 years; (c) 10,290,000 additional warrants (the "Additional Warrants") entitling Sorbie to acquire additional Common Shares at an exercise price that is a 5% premium to the volume weighted average price of the Common Shares for 20 consecutive trading days ("VWAP") on a pro rata basis over a term of 24 consecutive months and a maturity date of 3 years. Sorbie will fund the subscription proceeds for the Units in the form of cash or a portfolio of UK government bonds.
CEO Delayne Weeks commented on the Sorbie's transaction, "We were looking for flexible institutional investors and Sorbie's filled that demand. While the Block VIII oil transaction advances, we want to concurrently build value in the copper and gold mineral plays and this transaction allows us to do exactly that. Also, as we anticipate the share price to increase with coming milestones, this unique deal allows us to be paid a monthly amount that also increases accordingly without the number of shares we issue increasing."
Weeks continues, "The use of proceeds as a monthly cash release of approximately $145,000 allows us to assay the existing mineral core and plan further drilling on the copper porphyry at Andong Bor and the gold prospects on Andong Meas mineral licenses. Monthly allotments allows us to continue to advance our operations on all fronts, leading to planned transactions on the mineral licenses in 2027." Monthly cash proceeds are expected to start 30 days after closing.
At the closing of the private placement, the parties will enter into a form of Equity Swap Sharing Agreement (the "Sharing Agreement"). The Sharing Agreement is supported by an ISDA Credit Support Annex totaling $3,500,000 and released to Angkor in 24 equal monthly tranches with a corresponding pro rata release of the Common Shares and Warrants to Sorbie. The Sharing Agreement provides that Angkor's economic interest will be determined in 24 monthly settlements as measured against a benchmark price of $0.3144 (the "Benchmark Price"). If, at the time of settlement, the Settlement Price, which is determined monthly based on the VWAP prior to the settlement date (the "Settlement Price"), exceeds the Benchmark Price, Angkor shall receive more than 100% of the monthly tranche due, on a pro-rata basis. There is no upper limit placed on the additional proceeds receivable by Angkor as part of the monthly settlements. If, at the time of settlement, the Settlement Price is below the Benchmark Price, Angkor will receive less than 100% of the monthly tranche due on a pro-rata basis. In no event will a decline in the Settlement Price below the Benchmark Price result in an increase in the number of shares being issued to Sorbie.
The Common Shares deposited under the Sharing Agreement will be subject to a voting trust agreement which provides that Sorbie will not be entitled to any voting rights until the Common Shares have been released in accordance with the terms of the Sharing Agreement.
The Warrants and Additional Warrants will include an equity blocker prohibiting exercise if such exercise will take Sorbie's total ownership of Common Shares above 9.99% of the issued and outstanding Common Shares.
Angkor will pay Sorbie a corporate finance fee of $210,000 at closing of the private placement which shall be satisfied in the form of Units. The Common Shares and underlying Warrants under the corporate finance fee will be subject to the terms of the Sharing Agreement and will be released to Sorbie on a pro rata basis over a term of 24 months.
The parties anticipate that the Common Shares to be issued under the Units and upon exercise of the Warrants and the Additional Warrants will not be subject to a hold period under applicable securities laws or any trading restrictions under the Policies of the TSX Venture Exchange.
Closing of the private placement is subject to approval of the TSX Venture Exchange and the execution by the parties of the final form of Sharing Agreement and other customary commercial agreements.
About Angkor Resources Corp.
Angkor Resources Corp. is a Canadian public company engaged in the exploration and development of mineral and hydrocarbon opportunities in Cambodia and other strategic jurisdictions.
Forward-Looking Information
This news release contains forward-looking information within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements regarding the proposed private placement, the execution of definitive agreements, receipt of regulatory approvals, completion of the proposed transaction, the anticipated sharing agreement, the expected use of proceeds, and future business objectives. Forward-looking statements are based on management's current expectations and assumptions and are subject to numerous risks and uncertainties, including the ability to negotiate definitive agreements, obtain TSXV acceptance, satisfy closing conditions, market conditions, financing risks, and other risks disclosed in the Company's public filings. Actual results may differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking information. The Company undertakes no obligation to update any forward-looking statements except as required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
CONTACT: Delayne Weeks - CEO
Email:- info@angkorresources.com Website: angkorresources.com Telephone: +1 (780) 831-8722
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