Angkor Resources Executes $1.9 Million Debt Settlement Through Share Issuance

Angkor Resources Corp. has announced a comprehensive shares-for-debt transaction designed 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. This strategic financial restructuring 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, providing potential additional capital infusion under favorable market conditions.

The debt settlement encompasses five distinct financial obligations that have been weighing on the company's balance sheet. These include 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. 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 under securities regulations.

Grant T. Smith, CFO for Angkor, emphasized that this strategic move significantly improves the company's financial health by reducing debt burden and lowering interest expenses. The transaction represents a crucial step in strengthening Angkor's capital structure and enhancing shareholder value. The unanimous vote by directors in favor of converting the debt to shares at market price reflects strong internal confidence in the company's future direction and growth prospects. Additional corporate information and securities filings are available through SEDAR+, providing transparency for investors seeking detailed financial documentation.

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, ensuring proper market integration of the new securities.