Angkor Resources Announces $3,500,000 Financing

Angkor Resources Corp. ("Angkor") (TSXV:ANK) (OTC:ANKOF) i s 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 cor...