Ms. Delayne Weeks reports

ANGKOR RESOURCES SIGNS LETTER OF INTENT TO SELL EVESHAM OIL PRODUCTION

Angkor Resources Corp. has entered into a binding letter of intent (LOI) with an arm's-length party to sell its 40-per-cent participating interest in the Evesham Macklin oil and gas lands in Saskatchewan at a sale price of $4.8-million. The sale of the assets is anticipated to be completed on Jan. 31, 2026.

The assets were acquired by the company through its wholly owned subsidiary, EnerCam Exploration Ltd., on Dec. 12, 2023, and the purchaser provided a loan to finance the acquisition. The outstanding amount of the loan is $3.8-million.

Chief executive officer Delayne Weeks comments on the decision to sell the assets: "This decision follows a full analysis over the greatest value increases for shareholders in the coming 24 months. In our view, the greatest growth value of Angkor will be achieved on proving Cambodia's first oil and gas discovery, and the second will be on advancing assays and drilling on both gold and copper projects, either by ourselves or with strong partners. Evesham is a great project, but it is a long-term multiwell field, which requires more investment capital for water injection and ongoing capital upgrades. Therefore, we will take the net sale proceeds from the sale of the assets and apply the funds directly to packaging the oil and mineral projects in Cambodia for a sale or merger opportunity and other administrative operations."

Transaction summary

The terms of the LOI provide that the purchase price shall be satisfied by the purchaser under the following payment terms: (a) a $250,000 non-refundable deposit is payable on Dec. 31, 2025, after expiry of the purchaser's due diligence condition; (b) a payment of $375,000 is payable on the closing date; (c) the balance of the loan will be applied to the purchase price on the closing date; and (d) a final payment of $375,000 subject to adjustment is payable on March 1, 2026. The terms of the LOI also provided that all profit entitlements and operating and capital commitments under the assets after Oct. 1, 2025, shall accrue to the purchaser.

Conditions to closing

The parties intend to enter into a form of asset purchase and sale agreement, which shall replace the LOI and shall contain customary commercial terms and closing conditions, such as approval of the sale and transfer by the operator of the assets, appropriate representations, warranties and indemnities of the parties, receipt of all applicable regulatory and shareholder approvals, and approval of the stock exchange.

No finders' fees were paid on the transaction.

Ms. Weeks continues: "The sale transaction will be achieved without any dilution of our stock and no commissions are payable; we can use the net sale proceeds where we most need them. We are also blessed to have developed strong relations with exemplary oil operators and developers at Evesham, who remain great advisers and colleagues on oil and gas opportunities."

The company is completing the interpretation of the seismic program over four subbasins on Block VIII, Cambodia's first onshore oil and gas licence under exploration. Multiple targets have been identified. Geoscientists indicate the end of December to have a completed interpretation of the results with drill targets.

Ms. Weeks adds: "The processing of the seismic produced results beyond our expectations. We have already concluded that instead of a single target, we have three to five drill targets and proving commercial hydrocarbons on any of those areas will add greater value to the company. As well, the recent announcement of the gold prospect, CZ gold, 'Angkor Resources Identifies Gold Prospect on Andong Meas License, Cambodia -- Angkor Resources Corp.,' leads us to focus all our resources in Cambodia to formulate a robust, attractive platform with significant upside that mitigates risk for investors with diversity in Cambodia's first oil and gas discovery, and is backed up with gold and copper prospects across several mineral licences."

About Angkor Resources Corp.

Angkor Resources is a public company, listed on the TSX Venture Exchange, and is a leading resource optimizer in Cambodia working toward mineral and energy solutions across Canada and Cambodia.

The company's mineral subsidiary, Angkor Gold Corp., in Cambodia, holds two mineral exploration licences in Cambodia with multiple prospects in copper and gold. Both licences are in their first two-year renewal term.

Its Cambodian energy subsidiary, EnerCam Resources, was granted an onshore oil and gas licence of 7,300 square kilometres in the southwestern quadrant of Cambodia, called Block VIII. The company then removed all parks and protected areas and added 220 square kilometres, making the licence area just over 4,095 square kilometres. EnerCam is actively advancing oil and gas exploration activities onshore to meet its mission to prove Cambodia as an oil-and-gas-producing nation.

Since 2022, Angkor's Canadian subsidiary, EnerCam Exploration, has been involved in oil and gas production in Saskatchewan, Canada, with measures of gas capture to reduce emissions with carbon capture activities. Those activities were a long-term commitment to environmental and social projects and cleaner energy solutions across jurisdictions.

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