The net proceeds of the Offering will be used to fund exploration activities on the Company's exploration projects and for general working capital purposes. No fees were paid in connection with the offering.
The Common Shares will be subject to a hold period of four months and a day from their date of issuance. The Private Placement remains subject to final approval from the TSX Venture Exchange (" TSXV ").
Insiders of the Company participated in the Offering and subscribed for 1,033,246 units for proceeds of $180,818. The participation of the Officers & Directors in the private Offering constitutes a "Related Party Transaction" of the Company for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 ") and Section 5.9 – Protection of Minority Securityholders in Special Transactions of the Corporate Finance Manual of the TSXV. In completing the Private Placement, the Company is relying upon exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization. Additionally, the Company is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on, inter alia, Section 5.7(a) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to the expected closing date of the Private Placement as the details of the insider's participation in the Private Placement had not been finalized at the time.
The securities being offered have not been, nor will they be, registered under the United States Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Early Warning Reporting
Mike Weeks
Mr. Mike Weeks (" MWeeks ", address: 51069 Twp Rd 744 Sexsmith, AB T0H 3C0), an insider and control person of the Company, acquired 219,857 Common Shares under the Private Placement. The 219,857 Common Shares acquired by MWeeks represent under 1 % of the 189,952,528 Common Shares following the closing of the Private Placement.
Prior to the Private Placement, MWeeks held 31,475,424 Common Shares, representing 17% of the outstanding Common Shares, based upon 185,569,916 Common Shares being outstanding immediately prior to the closing of the Private Placement. MWeeks now owns 31,695,281 Common Shares, representing 16.69% of the outstanding Common Shares on an undiluted basis, based upon 189,952,528 being outstanding following the closing of the Private Placement. MWeeks also holds and 1,088,889 Options.
MWeeks acquired and intends to hold the securities for investment purposes. MWeeks , depending on market and other conditions, may increase its beneficial ownership, control or direction over the Common Shares or other securities of Angkor through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise, in accordance with applicable securities regulations. Depending on market or other conditions, MWeeks may sell all or a portion of the Common Shares.
An early warning report with additional information with respect to MWeeks will be filed on SEDAR+ at www.sedarplus.ca copies of which may be obtained by contacting the persons listed below.
Delayne Weeks
Ms. Delyane Weeks (" DWeeks ") (address: PO Box 15 Sexsmith, AB T0H 3C0) an insider of the Company, acquired 237,143 Common Shares under the Private Placement. The 237,143 Common Shares acquired by DWeeks represent under 1% of the 189,952,528 Common Shares outstanding following the closing of the Private Placement.
Prior to the Private Placement, DWeeks held 21,142,862 Common Shares, and 1,428,571 warrants (the " Warrants ") exercisable to acquire 1,428,571 Common Shares, representing 11.4% of the outstanding Common Shares on an undiluted basis and 12.2% on a partially diluted basis (assuming the exercise of the warrants), based upon 185,569,916 Common Shares being outstanding immediately prior to the closing of the Private Placement.
DWeeks now owns 21,380,005 Common Shares, and Warrants (the " Warrants ") exercisable to acquire 1,547,143 Common Shares, representing 11.26% of the outstanding Common Shares on an undiluted basis and 11.93% on a partially diluted basis (assuming the exercise of the warrants), based upon 189,952,528 Common Shares being outstanding following the closing of the Private Placement.
DWeeks acquired and intends to hold the securities for investment purposes. DWeeks depending on market and other conditions, may increase its beneficial ownership, control or direction over the Common Shares or other securities of Angkor through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise, in accordance with applicable securities regulations. Depending on market or other conditions, Mr. Adamo may sell all or a portion of the Common Shares.
An early warning report with additional information with respect to DWeeks will be filed on SEDAR+ at www.sedarplus.ca copies of which may be obtained by contacting the persons listed below.
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 expanding 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 3729 square kilometers in the southwest quadrant of Cambodia called Block VIII. 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: angkorresources.com Telephone: +1 (780) 831-8722
Please follow @AngkorResources on , , , Instagram and .
This news release includes certain information that may constitute forward-looking information under applicable Canadian securities laws. Forward-looking information includes, but is not limited to, strategic plans, spending commitments, future operations, future work programs, and statements regarding the Private Placement, including the use of proceeds raised thereunder and TSXV approval. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information including, but not limited to: changes in national and local government, legislation, taxation, controls, regulations and political or economic developments in Canada and Cambodia or other countries in which the Company may carry on business in the future; operating or technical difficulties in connection with exploration and development activities; fluctuations in the currency markets (such as the Canadian dollar, and the U.S. dollar); risks and hazards associated with the business of mineral exploration and development (including environmental hazards or industrial accidents); risks relating to the credit worthiness or financial condition of suppliers and other parties with whom the Company does business; presence of laws and regulations that may impose restrictions on mining, including those currently enacted in Argentina; employee relations; relationships with and claims by local communities; availability and increasing costs associated with operational inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses, permits and approvals from government authorities; business opportunities that may be presented to, or pursued by, the Company; challenges to, or difficulty in maintaining, the Company's title to properties; risks relating to the Company's ability to raise funds; fluctuations in commodity prices and the factors identified in the Company's continuous disclosure documents filed on SEDAR+. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking-information contained in this news release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
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 release.
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