Angkor Resources Settles $1.9 Million Debt 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 upside for both the company and warrant holders.

The transaction structure includes an additional $187,500 settlement through common share issuance to directors, officers, and management at the same $0.21 price point. These particular 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 balance sheet by reducing debt burden and lowering interest expenses, positioning the company for future growth opportunities without the constraints of substantial debt obligations.

The debt settlement addresses obligations from five distinct sources, providing comprehensive financial restructuring. 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. This multi-faceted approach demonstrates the company's commitment to resolving various financial obligations through a single coordinated transaction.

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. This regulatory framework ensures proper governance while allowing efficient execution of the debt settlement.

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 and the strategic importance of strengthening the balance sheet. Additional corporate information and securities filings are available through SEDAR+, providing transparency and access to detailed financial documentation for investors and stakeholders.