Ms. Delayne Weeks reports

ANGKOR SHARES FOR DEBT TRANSACTION

Angkor Resources Corp.'s board of directors has approved the settlement of $682,500 of debt accrued through creditors' participation in a joint venture financing agreement previously announced in February, 2022. The debt will be settled through the issuance of 8,531,250 common shares at a deemed price of eight cents per share.

The company also wishes to issue up to 2,443,890 common shares at a deemed price of eight cents per share for the settlement of outstanding debt to certain consultants and creditors, including 2,406,391 shares to be issued to insiders of the company.

The issuance of the shares for debt to the creditors is subject to the approval of the TSX Venture Exchange. All securities issued will be subject to a four-month hold period, which will expire on the date that is four months and one day from the date of issue.

As certain insiders participated in the debt settlement, it is considered a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. All of the independent directors of the company, acting in good faith, considered the transactions and have determined that the fair market value of the securities being issued to insiders and the consideration being paid are reasonable. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(b) of MI 61-101.

About Angkor Resources Corp.

Angkor Resources is a leading resource optimizer in Cambodia working toward mineral and energy solutions across the country. The company holds multiple mineral exploration licences in the country, and in late 2022, its subsidiary, EnerCam Resources, was granted an onshore oil and gas licence of 7,300 square kilometres in the southwest quadrant of Cambodia. Angkor's carbon capture and gas conservation project in Saskatchewan, Canada, proves its long-term commitment to environmental and social projects across expanding jurisdictions.

We seek Safe Harbor.