Angkor Signs Definitive Earn-In Agreement with Renaissance Minerals on Koan Nheak Property

Angkor Signs Definitive Earn-In Agreement with Renaissance

Minerals on Koan Nheak Property

Sexsmith, AB, (July 12, 2017): Angkor Gold Corp. (TSXV: ANK and OTC: ANKOF) (“Angkor” or

“the Company”) CEO Mike Weeks is pleased to announce that Angkor has entered into a Definitive

Earn-In Agreement (the Agreement) with Australian -based gold company, Emerald Resources NL (ASX:

EMR) (“Emerald”), on Angkor’s wholly-owned Koan Nheak property in northeastern Cambodia.

“Emerald is an established Australian operator, and we are extremely pleased today to have solidified an

agreement with them on our Koan N heak license,” said Angkor’s CEO and Chairman, Mike Weeks.

“Emerald, through its Cambodian subsidiary, Renaissance Minerals (Cambodia) Ltd (“Renaissance”), is

working towards becoming Cambodia’s next gold -producing operator as they work through the final

permitting process on their Okvau Gold deposit.”

“This strategic partnership positions Angkor with excellent op portunity for future success ,” said Weeks ,

“with Okvau only about 60 kilometres away from the southern edge of our Koan Nheak license.”

The agreement terms include a total investment by Renaissance of $2 million USD in exploration and

development expenditures plus a $200,000 USD cash payment to Angkor by Renaissance over a 2 -year

period for them to acquire a 51% participating interest in the Koan Nheak license. Upon completion of the

initial earn-in option, Renaissance has the right to acquire an additional 29% participating interest in the

license with the commissioning, and completion, of a Definitive Feasibility Study. After that, Angkor will

maintain a 20% participating interest in the property, or at Angkor’s discretion, can convert to a 3.5% Net

Smelter Return (“NSR”) on all metals. Renaissance will be the operator on the project throughout.

“Today’s announcement ensures that the maximum attention can be given to exploring the Koan Nheak

license, and allows us to focus our resources on our two other partnerships with Blue River Resources,

and JOGMEC (Japan Oil, Gas and Metals National Corporat ion),” said JP Dau, VP of Operations for

Angkor. “Renaissance has an exceptional team on the ground with already well established government

relationships to spearhead the exploration and development of the property.”

Key Highlights of the Earn-In Agreement:

 Angkor has granted to Renaissance the sole and exclusive right and option to acquire up to a

80% Participating Interest through the exercise of the First, Second and Third Options;

 The first Option will have been deemed to be completed after Renaissan ce has spent a total of

$500,000 USD in Exploration and Development expenses on the Koan Nheak license;

 After Renaissance has fully paid the amounts referred to the First Option, Renaissance can at

any time elect to acquire a 51% Participating Interest, by incurring or causing to be incurred

Exploration & Development Expenditures total ling not less than $1,500,000 USD (in addition to

the amounts referred to in the first Option), and payment of an additional $200,000 USD one time

cash payment to Angkor for its own use absolutely which shall not count towards Renaissance’s

Exploration & Development Expenditures. All exploration and development expenditures must be

completed no later than March 1, 2020;

 After Renaissance has exercised the First Option and the Second Option, Renaissance can at

any time but no later than August 31, 2020 elect to acquire a n additional 29% Participat ing

Box 153, Sexsmith, AlbertaT0H 3C0

Canada • www.angkorgold.ca

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Interest by completing a Definitive Fea sibility Study on the Property to JORC or NI 43 -101

standard;

 After the exercise of the Third Option, Angkor, in its sole discretion, may choose to continue to

hold a 20% Participating Interest or to convert its 20% Participating Interest into a 3.5% NSR;

 Renaissance may at any time after the conversion by Angkor of its 20% Participating Interest into

an NSR purchase back from Angkor an undivided 1.0% NSR for a payment of $1,500,000 USD.

Following the purchase by Renaissance of the above 1.0% NSR, Renaissance may at its option

at any time purchase back from Angkor an additional 0.5% NSR by a payment of an additional

$1,500,000 USD. Each purchase above by Renaissance may be exercised only once and shall

not reduce Angkor’s NSR interest below 2.0% in total;

 Should A ngkor choose to hold t heir 20% Participating Interest , Renaissance shall continue to

fund Angkor’s share of the cost of exploration and development which will be repaid by Angkor

from future revenue derived from the property;

 Renaissance will remain the Operator on the project throughout the life of the Agreement; and,

 This Agreement in its entirety is subject to the approval of the Ministry of Mines and Energy of

Cambodia (“MME”).

Angkor’s Koan Nheak Licence lies immediately south of the town of the same name in the northeast of

Mondulkiri Province. It covers three prospects of interest: Peacock in the west, centred on a diorite

intrusive which is surrounded by multiple stream sediment geochemical ano malies; East Ring in the east,

centred on a very much smaller diorite with strong anomalous gold found in a stream sediment survey;

and Straddle in the south, where two contiguous arsenic anomalies occur in the stream sediment survey.

Zones of abundant sulphide-rich quartz vein float were observed on Peacock, on one of which a

previously reported field grab sample returned an assay value of greater than 33.2 g/t Au. Grab samples

are selective samples and are not necessarily representative of the mineralization hosted on the property.

In the south there are numerous coincident Au and Cu anomalies with visible malachite and azurite in

several locations.

Dennis Ouellette, B.Sc, P.Geol., is a member of The Association of Professional Engineers and

Geoscientists of Alberta (APEGA #104257) and a Qualified Person as defined by National Instrument 43 -

101 (“NI 43 -101”). He is the Company’s Exploration Manager and has reviewed and approved the

technical disclosure in this document.

ABOUT ANGKOR GOLD CORP.

ANGKOR Gold Corp. is a public company listed on the TSX -Venture Exchange and is a leading mineral

explorer in Cambodia with a large land package and a first -mover advantage building strong relationships

with all levels of government and stakeholders.

FOR FURTHER INFORMATION PLEASE CONTACT:

ANGKOR GOLD CORP.

Stephen Burega, Vice President of Corporate Development

Telephone: (647) 515-3734

Email: [email protected]

Website at: http://www.angkorgold.ca or follow us on Twitter @AngkorGold.

Box 153, Sexsmith, AlbertaT0H 3C0

Canada • www.angkorgold.ca

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

policies of the TSX Venture Exchange) accepts responsibi lity for the adequacy or accuracy of this

release.

Certain of the statements made and information contained herein may constitute “forward -looking

information.” In particular references to the private placement and future work programs or expectations

on the quality or results of such work programs are subject to risks associated with operations on the

property, exploration activity generally, equipment limitations and availability, as well as other risks that

we may not be currently aware of. Accordingly, readers are advised not to place undue reliance on

forward-looking information. Except as required under applicable securities legislation, the Company

undertakes no obligation to publicly update or revise forward -looking information, whether as a result of

new information, future events or otherwise.