Angkor arranges $1.92-million shares for debt deal

Executive Summary

• Angkor Resources Corp. is converting $1,922,800 of outstanding debt into equity by issuing 8,263,333 units (each unit = 1 common share + ½ warrant) at a deemed price of C$0.21 per unit, subject to TSX‑V approval.
• An additional $187,500 of debt owed to directors/officers/insiders will be settled with common shares at the same deemed price (no warrants attached).
• The transaction reduces Angkor’s leverage, lowers interest expense, and includes warrant terms (exercise price C$0.30, 24‑month term, forced exercise if share price ≥ C$0.40 for 10 consecutive days).

Key Details

• Total Debt Converted: $1,922,800
• Units Issued: 8,263,333 units @ C$0.21 per unit (aggregate gross proceeds of ≈ C$1,735,300)
• Unit Composition: 1 common share + ½ share purchase warrant; each full warrant exercisable at C$0.30 for 24 months; acceleration and forced‑exercise provisions apply.
• Additional Shares for Related Parties: $187,500 settled with common shares @ C$0.21 (no warrants) to directors/officers/insiders.
• Sources of Debt Covered:
• Loans: $471,300 (principal + interest) from three facilities
• Evesham acquisition loan principal repayment: $400,000
• Settlement to 30% participating partner (Almighty Resources) for Oyadao North licence purchase
• Notes payable & conversions: $875,000 (original gas capture project, Evesham, Sask., 2022)
• Compensation in kind to management/contractors: $62,500
• Board Approval: Directors voted unanimously to convert the debt at market price.
• Closing Conditions: Subject to customary conditions and TSX Venture Exchange approval; issued shares subject to a hold period of four months + one day.
• Regulatory Disclosure: Transaction qualifies as a related‑party transaction under MI 61‑101 but is exempt from formal valuation and minority‑approval requirements because Angkor is not listed on a “specified market” and the consideration does not exceed 25% of market cap.

Notable Quotes

“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… This transaction reflects our strong belief in the future of Angkor and our commitment to enhancing shareholder value.” – Grant T. Smith, Chief Financial Officer, Angkor Resources Corp.