ANK.V · 2022-03-28 12:00:00

Angkor Shares FOR Debt Transaction

Share Capital & Compensation

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ANGKOR SHARES FOR DEBT TRANSACTION

GRANDE PRAIRIE, AB, ( March 2 8, 2022 ): Angkor Resources Corp. (TSXV: ANK and OTC: ANKOF)

(“Angkor” or “the Company”) reports that its Board of Directors has approved the settlement of up to

$79,397 of debt from accrued interest o n outstanding Convertible Notes (the “Notes”) through the

issuance of 462,100 Units at a deemed price of $0.09 per Unit. Each Unit consists of one common share

of the Company and one share purchase warrant exercisable for a period of 12 months at an exercise

price of $0.1 5 (the "Units"). Pursuant to the Interest Debt Settlement, the Company will also issue

420,091 common shares at a deemed price of $0.09 to insiders of the Company. The debt being settled

is pursuant to interest owed on Notes. Details of the Notes were announced July 16, 2018.

The Company also wishes to issue up to 3,507,136 common shares at a deemed price of $0.09 per share

for the settlement of outstanding Debt to certain consultants and creditors including 3,240,470 to be

issued to insiders of the Company.

The issuance of the Units and 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 to be a "related party transaction"

under Multilateral Instrument 61 -101- Protection of Minority Security Holders in Special

Transactions ("MI 61 -101"). 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 is reasonable. The Company intends to rely on the

exemptions from the 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 Corp. is a public company, listed on the TSX-Venture Exchange, and is a leading early-

entry resource explorer in Cambodia with a large land package over multiple licenses in NE quadrant of

the country. In 2020, the company received approval and initiated negotiations on Production Sharing

Contract (PSC) terms for Block VIII, a 7,300 square kilometre oil and gas license in Cambodia.

CONTACT:

Delayne Weeks, CEO

Telephone: +1 (780) 831-8722

Website: http://www.angkorresources.ca or follow us on Twitter @AngkorResources

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies

of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.