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ANK.V ·

Newswire dissemination services and subsequently filed on SEDAR with the securities commissions of British Columbia and Alberta.

Corporate Updates

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

ANGKOR GOLD CORP. (the “Corporation” or “Angkor”)

Box 153

Sexsmith, Alberta T0H3C0

Telephone No: 778-370-1372

Item 2 Date of Material Change

July 18, 2017

Item 3 News Released July 18 , 2017 to the TSX Venture Exchange as well as through the

Newswire dissemination services and subsequently filed on SEDAR with the securities

commissions of British Columbia and Alberta.

Item 4 Summary of Material Change(s)

The Corporation announced the appointment of Grant T. Smith, CPA, CA, as Chief Financial Officer.

Additionally, the Company has announced the grant of 1, 300,000 incentive stock options to Directors,

officers and consultants of the Company. The option grants are issued pursuant to the Company's Stock

Option Plan and are exercisable at an exercise price of $0.30 for a period of five years.

Item 5 Full Description of Material Change

See Schedule “A” as attached.

5.1 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Stephen Burega, Vice President of Corporate Development

Telephone: (647) 515-3734

Email: [email protected]

Item 9 Date of Report

DATED as of July 18, 2017

The foregoing accurately discloses the material change referred to in this report.

SCHEDULE A

ANGKOR GOLD ANNOUNCES APPOINTMENT

OF CHIEF FINANCIAL OFFICER

SEXSMITH, AB (July 18, 2017) ANGKOR GOLD CORP. (TSXV: ANK and OTC: ANKOF) (“Angkor” or “the

Company”) CEO Mike Weeks is pleased to announce the appointment of Grant T. Smith , CPA, CA, as Chief

Financial Officer of the Company effective immediately.

Mr. Smith's management background extends over 20 years with diverse operations and organizations,

including Johnsen Archer and PriceWaterhouse Coopers. He is a Chartered Accountant and has over a decade of

experience in the accounting field. Mr. Smith is the senior partner with Clearline Chartered Accountants, a firm

of chartered accountants with offices in Vancouver, North Vancouver and White Rock.

He serves as the CFO for several public companies on TSX Venture Exchange with operations in Canada, the USA,

and Mexico. Mr. Smith also has extensive experience serving private companies in various industries as well as

not-for-profit organizations. He is very active in his community, supporting both the arts and social services by

serving on various Boards, until recently he was the President of the Vancouver Chamber Choir and served as

the treasurer of the MS Society for five years. He is currently the treasurer of the Honour House Society. He

holds a BFA (1984) from York University and received his designation as a CA in 2005.

“We are very pleased to add Grant’s experience and expertise to the Angkor team,” said CEO Mike Weeks. “As

we advance our portfolio of exploration and development projects it is important to have the ongoing assistance

of exceptional professionals like Grant. I also want to thank our outgoing Interim CFO, Terry Mereniuk, for his

hard work and assistance during the transition.”

As part of his appointment, Mr. Smith will be granted 300,000 incentive stock option s at a price of $ 0.30 in

accordance with the company’s Stock Option Plan. These stock options vest over a period of twelve months

following the grant date.

The Company would also like to announce the grant of an additional 1,000 ,000 incentive stock options to

Directors, officers and consultants of the Company. The option grants are issued pursuant to the Company's

Stock Option Plan and are exercisable at an exercise price of $0.30.

The above options are for a five year term from the date of the g rant and are subject to the approval of the TSX

Venture Exchange.

ANGKOR Gold Corp. is a Canadian public company listed on the TSX -Venture Exchange (Symbol: ANK) and is

Cambodia’s premier mineral explorer with a large land package and a first -mover advantage build ing strong

relationships with all levels of government and stakeholders. Visit our website at: http://www.angkorgold.ca or

follow us @AngkorGold for all the latest updates.

FOR FURTHER INFORMATION PLEASE CONTACT:

ANGKOR GOLD CORP.

Stephen Burega, VP – Corporate Development

Telephone: (647) 515-3734

Email: [email protected]

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined i n the policies of the TSX Venture Exchange)

accepts responsibility 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 risk s

associated with operations on the property, exploration activity generally, equipment limitations and availability, as well as ot her 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.