Angkor Shares For Debt Transaction

(TheNewswire)

GRANDE PRAIRIE, AB, (September 23,2025) – TheNewswire - Angkor Resources Corp. (TSXV: ANK and OTC:ANKOF) (“Angkor” or “the Company”) announces shares for debt transactions for an aggregate$1,922,800 debt currently owed by the Company to certain creditors(the “ DebtTransactions “).

Pursuant to the Shares for Debt Transactions, subjectto approval of the TSX Venture Exchange (“ TSXV “), the Companyhas agreed to issue an aggregate total of 8,263,333 Units at a deemedprice of $0.21 per Unit.  Each unit consist of one common share andone-half share purchase warrant (the “Warrant”). Each full Warrant exercisable to purchase a common share at 0.30for a period of 24 months from the date of issuance. The warrants shall be subject to an acceleration clause. Inthe event that the Company’s shares trade at $0.40 per share orabove for a period of 10 consecutive trading days, a forced exerciseprovision will come into effect for the warrants issued in connectionwith this offering.

The Company shall also settle an aggregate total of$187,500 through the issuance of common shares at a deemed price of$0.21. The shares settlement represents an amount that is owed tocertain Directors Officers or Insiders and Management so does notqualify for warrants (the “Related Parties”).

The Units and Shares for Debt Transactions being cleared comes from five different sources,namely:

a. Loans of $471,300 includingprincipal and interest on three facilities.

b. Principal payment of $400,000on the loan to creditor for the Evesham acquisition.

c. Amounts due to 30%participating partner as settlement based on funds from AlmightyResources on the Oyadao North license in their purchase of the licensefrom Angkor.

d. Notes payable and conversionsof $875,000 to funders of the original gas capture project in EveshamSaskatchewan in 2022.

e. Compensation amounts of$62,500 paid to members of management and contractors in lieu of cashas part of their monthly remuneration.

The directors of Angkor voted unanimously in favour ofconverting the debt to shares at market price.

Grant T. Smith ,CFO for Angkor comments, “I am very pleased to announce thesuccessful settlement of $1,922,800 of debt through the issuance ofcommon shares. This strategic move significantly improves our balancesheet by reducing our debt burden and lowers our interest expense.With this debt out of the way, we can now focus our resources andefforts on driving our core business initiatives and achieving ourlong-term goals. This transaction reflects our strong belief in thefuture of Angkor and our commitment to enhancing shareholdervalue.”

MI 61-101 Disclosure

The participation of certain insiders, being"related parties" of Angkor means that the Shares for DebtTransaction is considered to be a "related partytransaction" of Angkor for purposes of Multilateral Instrument61-101 - Protection ofMinority Security Holders in Special Transactions (" MI61-101 ").

Angkor may, however, complete the Shares for DebtTransaction in reliance on exemptions available under MI 61-101 fromthe formal valuation and minority approval requirements of MI 61-101.Specifically, the Shares for Debt Transaction is exempt from theformal valuation requirement in Section 5.4 of MI 61-101 in relianceon Section 5.5(b) of MI 61-101 as Angkor is not listed on a specifiedmarket within the meaning of MI 61-101. Additionally, the Shares forDebt Transaction is exempt from the minority approval requirement inSection 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101insofar as neither the fair market value of the subject matter of, northe fair market value of the consideration for, the Shares for DebtTransaction insofar as it involves (or is expected to involve)"interested parties", exceeds 25% of Angkor's marketcapitalization.

Closing of the Shares for Debt Transaction is subjectto customary closing conditions, including the approval of the TSXVenture Exchange (" TSXV "). The Common Shares to be issuedpursuant to the Shares for Debt Transaction will be subject to a holdperiod of four months and one day following the date of issuance, inaccordance with applicable securities laws and TSXV policies.

ABOUT ANGKOR RESOURCESCORPORATION:

ANGKOR Resources Corp. is a publiccompany, listed on the TSX-Venture Exchange, and is a leading resourceoptimizer in Cambodia working towards mineral and energy solutionsacross Canada and Cambodia. ANGKOR’s carbon capture and gasconservation project in Saskatchewan, Canada is part of its long-termcommitment to Environmental and Social projects and cleaner energysolutions across jurisdictions.  The company’s mineral subsidiary,Angkor Gold Corp. in Cambodia holds three mineral exploration licensesin Cambodia and its Cambodian energy subsidiary, EnerCam Resources,was granted an onshore oil and gas license of 7300 square kilometersin the southwest quadrant of Cambodia called Block VIII.  The licensewas reduced to roughly half the size with the Company’s voluntaryremoval of all parks and protected areas in March 2025 and now is 4277square kilometers.  Since 2022, Angkor’s Canadian subsidiary,EnerCam Exploration Ltd., has been involved in gas/carbon capture andoil and gas production in Evesham, Saskatchewan.

CONTACT: DelayneWeeks - CEO

Email: info@angkorresources.com Website: angkor resources.com

Telephone: +1 (780)831-8722

Please follow @AngkorResources on , , , Instagram and .

Certain information set out in thisnews release constitutes forward-looking information within themeaning of applicable securities laws. Forward-looking information isoften, but not always, identified by the use of words such as"seek", "anticipate", "hope","plan", "continue", "estimate","expect", "may", "will","intend", "could", "might","should", "scheduled", "believe" andsimilar expressions. The forward- looking information set out in thisnews release relates to future events or our future performance andincludes, without limitation statements concerning the Shares for DebtTransaction, Angkor’s ability to obtain all necessary approvals inrespect of the Shares for Debt Transaction and the participation ofcertain insiders and management in the Shares for DebtTransaction.

Although the forward-lookinginformation contained in this news release is based upon whatmanagement of Angkor believes are reasonable assumptions on the dateof this news release, Angkor cannot assure readers that actual resultswill be consistent with such forward-looking information.Forward-looking information involves substantial known and unknownrisks, uncertainties and other factors which cause actual results tovary from those expressed or implied by such forward lookinginformation, including without limitation those risks anduncertainties described in more detail in Angkor's securitiesfilings available at www.sedarplus.ca . Forward-looking information should not be read as a guarantee offuture performance or results, and will not necessarily be an accurateindication of whether or not such results will be achieved.

The forward-looking informationcontained in this news release is provided as of the date hereof.Angkor disclaims any intention or obligation to update or publiclyrevise any forward–looking information whether as a result of newinformation, future events or otherwise, except as required underapplicable securities laws. All forward-looking information containedin this news release is expressly qualified in its entirety by theforegoing cautionary statements.

Neither the TSXV nor its RegulationServices Provider (as that term is defined in policies of the TSXV)accepts responsibility for the adequacy or accuracy of thisrelease .

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