Pursuant to the Shares for Debt Transactions, subject to approval of the TSX Venture Exchange (" TSXV "), the Company has agreed to issue an aggregate total of 8,263,333 Units at a deemed price of $0.21 per Unit. Each unit consist of one common share and one-half share purchase warrant (the "Warrant"). Each full Warrant exercisable to purchase a common share at 0.30 for a period of 24 months from the date of issuance. The warrants shall be subject to an acceleration clause. In the event that the Company's shares trade at $0.40 per share or above for a period of 10 consecutive trading days, a forced exercise provision will come into effect for the warrants issued in connection with this offering.
The Company shall also settle an aggregate total of $187,500 through the issuance of common shares at a deemed price of $0.21. The shares settlement represents an amount that is owed to certain Directors Officers or Insiders and Management so does not qualify for warrants (the "Related Parties").
The Units and Shares for Debt Transactions being cleared comes from five different sources, namely:
a. Loans of $471,300 including principal and interest on three facilities.
b. Principal payment of $400,000 on the loan to creditor for the Evesham acquisition.
c. Amounts due to 30% participating partner as settlement based on funds from Almighty Resources on the Oyadao North license in their purchase of the license from Angkor.
d. Notes payable and conversions of $875,000 to funders of the original gas capture project in Evesham Saskatchewan in 2022.
e. Compensation amounts of $62,500 paid to members of management and contractors in lieu of cash as part of their monthly remuneration.
The directors of Angkor voted unanimously in favour of converting the debt to shares at market price.
Grant T. Smith , CFO for Angkor comments, "I am very pleased to announce the successful settlement of $1,922,800 of debt through the issuance of common shares. This strategic move significantly improves our balance sheet by reducing our debt burden and lowers our interest expense. With this debt out of the way, we can now focus our resources and efforts on driving our core business initiatives and achieving our long-term goals. This transaction reflects our strong belief in the future of Angkor and our commitment to enhancing shareholder value."
MI 61-101 Disclosure
The participation of certain insiders, being "related parties" of Angkor means that the Shares for Debt Transaction is considered to be a "related party transaction" of Angkor for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 ").
Angkor may, however, complete the Shares for Debt Transaction in reliance on exemptions available under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101. Specifically, the Shares for Debt Transaction is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as Angkor is not listed on a specified market within the meaning of MI 61-101. Additionally, the Shares for Debt Transaction is exempt from the minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Shares for Debt Transaction insofar as it involves (or is expected to involve) "interested parties", exceeds 25% of Angkor's market capitalization.
Closing of the Shares for Debt Transaction is subject to customary closing conditions, including the approval of the TSX Venture Exchange (" TSXV "). The Common Shares to be issued pursuant to the Shares for Debt Transaction will be subject to a hold period of four months and one day following the date of issuance, in accordance with applicable securities laws and TSXV policies.
ABOUT Angkor Resources CORPORATION:
Angkor Resources Corp. is a public company, listed on the TSX-Venture Exchange, and is a leading resource optimizer in Cambodia working towards mineral and energy solutions across Canada and Cambodia. ANGKOR's carbon capture and gas conservation project in Saskatchewan, Canada is part of its long-term commitment to Environmental and Social projects and cleaner energy solutions across jurisdictions. The company's mineral subsidiary, Angkor Gold Corp. in Cambodia holds three mineral exploration licenses in Cambodia and its Cambodian energy subsidiary, EnerCam Resources, was granted an onshore oil and gas license of 7300 square kilometers in the southwest quadrant of Cambodia called Block VIII. The license was reduced to roughly half the size with the Company's voluntary removal of all parks and protected areas in March 2025 and now is 4277 square kilometers. Since 2022, Angkor's Canadian subsidiary, EnerCam Exploration Ltd., has been involved in gas/carbon capture and oil and gas production in Evesham, Saskatchewan.
CONTACT: Delayne Weeks - CEO
Email: info@angkorresources.com Website: angkor resources.com
Telephone: +1 (780) 831-8722
Please follow @AngkorResources on , , , Instagram and .
Certain information set out in this news release constitutes forward-looking information within the meaning of applicable securities laws. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "hope", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "scheduled", "believe" and similar expressions. The forward- looking information set out in this news release relates to future events or our future performance and includes, without limitation statements concerning the Shares for Debt Transaction, Angkor's ability to obtain all necessary approvals in respect of the Shares for Debt Transaction and the participation of certain insiders and management in the Shares for Debt Transaction.
Although the forward-looking information contained in this news release is based upon what management of Angkor believes are reasonable assumptions on the date of this news release, Angkor cannot assure readers that actual results will be consistent with such forward-looking information. Forward-looking information involves substantial known and unknown risks, uncertainties and other factors which cause actual results to vary from those expressed or implied by such forward looking information, including without limitation those risks and uncertainties described in more detail in Angkor's securities filings available at www.sedarplus.ca . Forward-looking information should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved.
The forward-looking information contained in this news release is provided as of the date hereof. Angkor disclaims any intention or obligation to update or publicly revise any forward–looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws. All forward-looking information contained in this news release is expressly qualified in its entirety by the foregoing cautionary statements.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release .
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