ANGKOR

RESOURCES CORP.

Annual General and Special Meeting of Shareholders
to be held on January 29, 2026

Information Circular dated December 19, 2025

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS

TAKE NOTICE THAT an Annual General and Special Meeting (the "Meeting") of shareholders of ANGKOR RESOURCES CORP. (the "Corporation") will be held at 10:30 am (Pacific Time) on Thursday, January 29, 2026, at Suite 1100 - 1111 Melville Street, Vancouver, BC V6E 3V6, for the following purposes:

to receive the financial statements of the Corporation for the year ended July 31, 2025, together with the report of the auditors thereon;
to confirm the number of directors of the Corporation at six (6);
to elect directors of the Corporation for the ensuing year;
to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year and authorize the board of directors to fix the remuneration of the auditors;
to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution to approve the 10% rolling equity incentive plan of the Corporation, as more particularly described in the accompanying management information circular (the "Circular"); and
to seek approval of shareholders to sell the Corporation's 40% participating interest in the Evesham Macklin oil and gas lands in Saskatchewan at a sale price of $4,800,000, as more particularly described in the Circular; and
to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The accompanying information circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The Corporation's Board of Directors has fixed December 19, 2025 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered shareholder of the Corporation and unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Corporation's transfer agent, Olympia Trust Company, Suite 1900, 925 West Georgia Street, Vancouver, BC V6C 3L2, by fax to 403-668-8307, by email to [email protected] OR by via internet at https://css.olympiatrust.com/pxlogin and enter the 12-digit control number shown on reverse at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered shareholder of the Corporation and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

If you hold your Common Shares in a brokerage account, you are a non-registered shareholder ("Beneficial Shareholder"). Beneficial Shareholders who hold their Common Shares through a bank, broker or other financial intermediary should carefully follow the instructions found on the form of Proxy or VIF provided to them by their intermediary, in order to cast their vote.

Notice & Access

If you are a beneficial Shareholder, we are making the Information Circular available online instead of mailing it to you, according to a set of rules developed by the Canadian Securities Administrators called notice-and-access. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials online, via SEDAR+ (www.sedarplus.ca) and one other website, rather than mailing paper copies of such materials to Shareholders. Under notice-and-access, Shareholders 2 still receive a proxy form or voting instruction form enabling them to vote at the Meeting. However, instead of paper copies of the Meeting materials, Shareholders receive this notice which contains information on how they may access the Meeting materials online and how to request paper copies of such documents.

You can download and view the Information Circular and other Meeting materials at https://angkorresources.com/investors/agm-materials and on SEDAR+ at www.sedarplus.ca Shareholders are reminded to review the Information Circular and other proxy-related materials prior to voting.

If you would prefer to receive a paper copy of the Information Circular, please send an email to [email protected] and it will be emailed or mailed to you at no cost. Note that the Corporation will not mail the proxy form or voting instruction form so please keep the one you received previously. We need to receive your request no later than ten (10) business days before the Meeting if you wish to receive the Information Circular before the Meeting.

SHAREHOLDERS ARE CAUTIONED THAT THE USE OF THE MAIL TO TRANSMIT PROXIES IS AT EACH SHAREHOLDER'S RISK. THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY

DATED at Vancouver, BC as of the December 19, 2025

BY ORDER OF THE BOARD OF DIRECTORS

"Russ Tynan"

Russ Tynan

Chairman of the Board and Director

ANGKOR RESOURCES CORP.

MANAGEMENT PROXY CIRCULAR

(Containing information as at December 19, 2025, unless indicated otherwise)

This Information Circular is furnished in connection with the solicitation of proxies by management of ANGKOR RESOURCES CORP. for use at the annual general and special meeting of shareholders to be held on Thursday January 29, 2026 (the "Meeting") at 1100 – 1111 Melville Street, Vancouver, BC V6E 6V3, and any adjournment thereof, for the purposes set forth in the attached Notice of Annual General Meeting. Except where otherwise indicated, the information contained herein is stated as of December 19, 2025.

In this Information Circular, references to the "Corporation", "we" and "our" refer to Angkor Resources Corp. "Common Shares" or "Shares" means common shares without par value in the capital of the Corporation. "Registered Shareholders" mean shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares. "Beneficial Shareholders" mean shareholders who do not hold Common Shares in their own name. "Intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder's behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or Directors of the Corporation (the "Management Proxyholders").

A shareholder has the right to appoint a person other than a Management Proxyholder, to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

VOTING BY PROXY

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be deposited at the office of the Corporation's registrar and transfer agent, Olympia Trust Company, Suite 1900, 925 West Georgia Street, Vancouver, BC V6C 3L2, by fax to 403-668-8307, by email to [email protected] OR by via internet at https://css.olympiatrust.com/pxlogin and enter the 12-digit control number shown on reverse not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

IMPORTANT INFORMATION FOR NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Corporation as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation are "nonregistered" shareholders because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSP's, RRIF's, RESP's and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a "Nominee"). If you purchased your shares through a broker, you are likely a non-registered holder. In accordance with securities regulatory policy, the Corporation has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to non-registered holders.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the nonregistered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to the Corporation are referred to as "non-objecting beneficial owners ("NOBOs"). Those non-registered holders who have objected to their Nominee disclosing ownership information about themselves to the Corporation are referred to as "objecting beneficial owners" ("OBOs").

The Corporation is not sending the Meeting materials directly to NOBOs in connection with the Meeting, but rather has distributed copies of the Meeting materials to the Nominees for distribution to NOBOs.

The Corporation does not intend to pay for Nominees to deliver the Meeting materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs will not receive the Meeting Materials unless their Nominee assumes the costs of delivery.

NOTICE AND ACCESS

The Corporation has elected to use the "notice and access" provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (the "Notice and Access Provisions") for the Meeting. The Notice and Access Provisions are a set of rules developed by the Canadian Securities Administrators intended to reduce the volume of materials which are mailed to shareholders by allowing a reporting issuer to post proxy-related materials in respect of a meeting of its shareholders online.

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

The Corporation will not use procedures known as "stratification" in relation to the use of the Notice and Access Provisions, meaning that both registered shareholders and Beneficial Shareholders will be mailed notification of availability of Meeting materials directing them to those websites where they can access the Information Circular and other relevant information (the "Notice and Access Notification"). If you receive the Notice and Access Notification and would like to receive a paper copy of the Information Circular and the financial statements (the "Financial Statements") please follow the instructions printed on the Notice and Access Notification and the materials will be mailed to you at the Corporation's expense.

The Corporation anticipates the notice and access will directly benefit the Corporation through substantial reductions in postage and printing costs. The Corporation believes that notice-and-access is more environmentally responsible to the extent that it reduces the large volume of paper documents generated by printing proxy-related materials.

Shareholders with questions about notice and access can call Olympia Trust Company toll-free at 1-866-668-8379.

The Meeting materials have been posted on the Corporation's website at https://angkorresources.com/investors/agm-materials and on the System for Electronic Document Analysis and Retrieval ("SEDAR+") under the Corporation's profile at www.sedarplus.ca. In order to receive a paper copy of the Information Circular and Financial Statements, requests by shareholders may be made up to one year from the date the Information Circular is posted on the Corporation's website by email to Olympia Trust Company at [email protected] or by calling toll-free at 1-866-668-8379.

To ensure that a paper copy of the Information Circular can be delivered to a requesting shareholder in time for such shareholder to receive and review the Information Circular and return the completed instrument of proxy or voting instruction form prior to the deadline of at least 48 hours before the time of the Meeting or any adjournment(s) or postponements(s) thereof, excluding Saturdays, Sundays and holidays as set out under the heading "Return of Proxy" in this Information Circular, it is strongly suggested that a shareholder's request is received no later than January 5, 2026 The Information Circular will be sent to such shareholders within three business days of their request if such requests are made before the Meeting. Following the Meeting, the Information Circular will be sent to such shareholders within ten days of their request.

Those registered shareholders and Beneficial Shareholders with existing instructions on their account to receive printed materials will receive a printed copy of the Meeting materials.

Beneficial shareholders who are OBOs will not receive the Notice and Access Notification or the proxy materials unless their intermediary assumes the costs of delivery.

REVOCABILITY OF PROXY

Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a registered shareholder, his attorney authorized in writing or, if the registered shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Corporation, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting. Only registered shareholders have the right to revoke a proxy. Non registered holders who wish to change their vote must, at least seven days before the Meeting, arrange for their Nominees to revoke the proxy on their behalf.

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

The authorized capital of the Corporation consists of an unlimited number of Shares without par value, and an unlimited number of preferred shares without par value. As of the date of this Circular, 201,851,108 Shares are issued and outstanding. Each Share held as of the Record Date is entitled to one vote.

The outstanding Shares are listed for trading on the TSX Venture Exchange (the "TSX-V or the "Exchange") under the symbol 'ANK'.

As of the date hereof, the directors, insiders, and executive officers of the Corporation, as a group, own beneficially, directly or indirectly, or exercised control or direction over, approximately 60,166,841 Shares, representing approximately $29.8\%$ of the outstanding Shares.

To the knowledge of the Directors and executive officers of the Corporation, the beneficial owners or persons exercising control or direction over Corporation shares carrying more than $10\%$ of the outstanding voting rights are:

NAME	NUMBER OF SHARES	PERCENTAGE
Mike Weeks Director	32,374,733 (1)	16.04%
Delayne Weeks CEO	22,247,542 (2)	11.02%

Notes:
(1) Mr. Weeks holds his shares both directly and indirectly through Interactive Industrial Solutions Inc. and with Delayne Weeks as joint-owners.
(2) Ms. Weeks holds her shares both Directly and indirectly through a numbered Alberta corporation with Mike Weeks as joint-owners.

The above information was supplied to the Corporation by the shareholders and from the insider reports available at www.sedi.com.

QUORUM

A quorum will be present at the Meeting if there are two (2) Shareholders, or one or more proxyholders representing two members, or one member and a proxyholder representing another member. If there is only one Shareholder entitled to vote at the Meeting, the quorum is one person who is, or who represents by proxy, that Shareholder.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

1. FINANCIAL STATEMENTS

The financial statements of the Corporation for the years ended July 31, 2025 and the auditors' reports thereon accompanying this Information Circular will be placed before the Shareholders at the Meeting. Shareholders who wish to receive interim financial statements are encouraged to send the enclosed notice, in the addressed envelope to Olympia Trust Company.

No approval or other action needs to be taken at the Meeting in respect of the financial statements.

2. FIX NUMBER OF DIRECTORS

The directors of the Corporation are elected annually and hold office until the next annual general meeting of Shareholders or until their successors are elected or appointed. Management proposes, and the Management Proxyholders intend to vote in favour of, fixing the number of directors for the ensuing year at six (6), subject to such increases as may be permitted by the Corporation's Articles (the "Articles").

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

The Board recommends that Shareholders vote FOR fixing the number of directors at six (6). Unless authority is withheld, the Management Proxyholders intend to vote FOR fixing the number of directors at six (6) for the ensuing year.

3. ELECTION OF DIRECTORS

The term of office of each of the present directors expires at the Meeting. The persons named below will be presented for election at the Meeting as management's nominees. Management does not contemplate that any of these nominees will be unable to serve as a director.

Each director elected will hold office until our next annual general meeting or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with our Articles or with the provisions of the Business Corporations Act (Alberta) ("ABCA").

At the Meeting, we will ask shareholders to vote for the election of the six nominees proposed by us as directors. Each holder of Common Shares will be entitled to cast their votes for or withhold their votes from the election of each director.

Nominees

The following provides information on the six (6) nominees proposed for election as directors, the Province or State and Country in which each is ordinarily resident and the period during which each has served as a director.

The table below details the principal occupation of each nominee during the last five (5) years. In addition, the table details the nominees' current equity ownership consisting of Shares beneficially owned, directly or indirectly, or controlled or directed, options and warrants (each equivalent in value to a common share) credited to each nominee as at December 19, 2025.

The Corporation's Board of Directors recommends a vote "FOR" the appointment of each of the following nominees as Directors. In the absence of a contrary instruction, the persons designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the election of the directors set out in the following table.

The following tables set forth information with respect to each Nominee and are based upon information furnished by the respective proposed Nominee. Except as indicated below, each of the proposed Nominees has held the principal occupation shown beside the Nominee's name in the table below or another executive office with the same or a related corporation, for the last five (5) years.

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

Name and Jurisdiction of Residence	Present Principal Occupation and Principal Occupation for the Five Preceding Years	Director Since	No. of Common Shares Beneficially Owned, Controlled or Directed (3)
Mike Weeks^{(2)}	Mike serves as the President and Executive Director of Operations of the Corporation and its predecessor subsidiary, Prairie Pacific Mining Corporation; He is President and CEO of Interactive Industrial Solutions Inc., a private company which designs computer based management and training software for the oil and gas industry. Mr. Weeks held a Class One Power Engineer Certificate and worked in international oil and gas production for several decades across Asia, Africa, and Canada.	Oct 7, 2011	32,374,733 common shares^{(3)}
16.04% undiluted
16.80% fully diluted
Terry Mereniuk^{(1)(2)}	A consultant and Businessman with a B Comm., CPA, CMC, Terry served as an Acting Chief Financial Officer of Angkor Resources Corp. from December 1, 2016 to July 18, 2017, and a Director of Roadking Travel Centres Inc. from September 1, 2010 to April 2015. Mr. Mereniuk has over 40 years experience divided between public practice and working in industry. He has been a Certified Management Consultant since June 1988 and a Chartered Professional Accountant since December 1983. Mr. Mereniuk has B.Comm. from the University of Alberta in April 1981.	Oct 7, 2011	1,005,100 common shares^{(3)}
Under 1% undiluted
Under 1% fully diluted
Ken Booth^{(1)(2)}	President of Highwood Advisory a private financial consulting firm since February 1999. Previously Mr. Booth was a Vice President, Investment Banking with RBC Dominion Securities Inc. in Toronto and Vancouver, specializing in corporate finance for the mining industry and a member of the Mining Group of Nesbitt Burns Inc. Mr. Booth holds an M.B.A. from St. Mary's University and a Bachelor of Science degree in geology from Carleton University.	April 3, 2013	565,000 common shares
Under 1% undiluted
Under 1% fully diluted
Grant T. Smith	Mr. Smith Has been an active supporter of Venture listed companies, for over 20 years. He has served as CFO for many Venture listed companies. He holds a BFA (1984) from York University and received his CPA designation in 2005. In 2020 Mr. Smith became a Chartered Director from the Director's College at McMaster University.	March 5, 2019	540,000 Common shares
Under 1% undiluted
Under 1% fully diluted

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

Name and Jurisdiction of Residence	Present Principal Occupation and Principal Occupation for the Five Preceding Years	Director Since	No. of Common Shares Beneficially Owned, Controlled or Directed (3)
Russ E Tynan^{(1)(2)}	Mr. Tynan is a Principal of Osborne Interim Management, a transition, project and advisory consulting practice. Russ works in the Public, Not-for-Profit, Agency, and Private For-Profit sectors. He has served for over 40 years in senior leadership and executive roles with Corporations, NFPs and other organizations, with start ups and long-standing organizations.	Sept 9, 2020	50,000 Common Shares
Under 1% undiluted
Under 1% fully diluted
Calgary, AB
Canada
Board Chair, Director
Dr. David Johnson	Dr. Johnson has executive, business development, operations, geoscience research, and technical E&P experience covering more than 40 petroleum provinces in Europe, Africa, Asia, and the Americas	*	Nil Common shares
Under 1% fully diluted
Under 1% fully diluted
Director Nominee

Notes:
1. Member of the Audit Committee.
2. Member of the Corporate Governance and Compensation Committee.
3. The number of shares held includes shares held beneficially owned, directly or indirectly, or over which control or direction is exercised by the proposed nominee.

Dr. David Johnson – Board Nominee

Dr. Johnson is a geoscientist with more than 40 years of Global, Canadian Frontier, and Western Canadian exploration and production (E&P) experience covering petroleum, natural gas and helium. In positions of progressive responsibility, David has worked for Shell, Exxon Production Research, ExxonMobil Exploration, Husky Energy, the Kuwait Oil Company, KUFPEC, and has co-founded three public start-ups. Dr. Johnson has executive, business development, operations, geoscience research, and technical E&P experience covering more than 40 petroleum provinces in Europe, Africa, Asia, and the Americas. He has led bid-round acquisitions of more than 20 Production Sharing Agreement (PSA)'s and exploration licenses (EL); and made significant discoveries in the South China Sea, the Canadian Frontiers and Western Canada. Dr. Johnson has been providing counsel to Angkor Management over the past year, also adding broad oil and gas expertise to the work of the Board.

Cease Trade Orders, Bankruptcies, Penalties or Sanction

To the best of management's knowledge, other than described herein, no proposed director is, or has been within the last ten (10) years, a director or executive officer of any company that:

while that person was acting in that capacity was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or
after the director or executive officer ceased to be a director or executive officer, was the subject of a cease trade or similar order or an order which resulted from an event that happened while the director acted in that capacity that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;
while that person was acting in that capacity or within a year of that person ceasing to act in that capacity,

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the best of management's knowledge, no proposed director has, within the ten (10) years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

None of our directors have been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

4. APPOINTMENT AND REMUNERATION OF AUDITOR

The Board proposes to re-appoint Davidson & Company LLP, Chartered Professional Accountants ("Davidson"), as the auditor of the Corporation to hold office until the close of the next annual general meeting of shareholders of the Corporation. The resolution to approve the appointment of Davidson will also authorize the Board to fix the auditors' remuneration. Davidson has served as auditor of the Corporation since June 20, 2022.

To be effective, the resolution to re-appoint Davidson must be approved by not less than a majority of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting.

The Board recommends that Shareholders vote FOR the re-appointment of Davidson. Unless authority is withheld, the Management Proxyholders intend to vote FOR the re-appointment of Davidson as the auditor of the Corporation to hold office until the next annual general meeting of Shareholders or until a successor is appointed and the Board is authorized to fix their remuneration.

Unless instructed otherwise, the management designees in the accompanying Instrument of Proxy intend to vote "FOR" the resolution.

5. APPROVAL OF 10% ROLLING OPTION PLAN

Under the policies of the Exchange, a "rolling" stock option plan must be approved on a yearly basis by shareholders. Accordingly, the shareholders will be asked to pass an ordinary resolution approving the Corporation's 10% rolling stock option plan (the "Plan" or "Option Plan"). The details of the Plan are set forth below. Management recommends, and the persons named in the enclosed form of proxy intend to vote in favour of, the approval of the Plan. The purpose of the Plan is to provide an incentive to employees, directors, officers, management companies and consultants who provide services to the Corporation, and to reduce the cash compensation the Corporation would otherwise have to pay. The Plan will also assist the Corporation in attracting, retaining and motivating employees, directors, officers, management companies and consultants.

The following summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan. A full copy of the Plan will be available at the Meeting for review by Shareholders. Shareholders may also obtain copies of the Plan from the Corporation prior to the Meeting on written request.

Eligible Participants. Options may be granted under the Plan to directors and senior officers of the Corporation or its subsidiaries, management company employees (collectively, the "Directors"), employees of the Corporation or its subsidiaries (collectively, the "Employees") or consultants of the Corporation or its subsidiaries (collectively, the "Consultants"). The Board, in its discretion, determines which of the Directors, Employees or Consultants will be awarded options under the Plan.

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

Number of Shares Reserved. The number of Common Shares which may be issued pursuant to options granted under the Plan may not exceed 10% of the issued and outstanding Common Shares at the date of granting of options.

Limitations. Under the Plan, the aggregate number of Common Shares issuable to insiders of the Corporation (as a group) pursuant to all Security Based Compensation (as that term is defined in the Exchange policy manual) must not exceed 10% of the issued and outstanding Common Shares. The aggregate number of Common Shares that may be issuable to insiders of the Corporation (as a group) pursuant to all Security Based Compensation granted or issued within any 12-month period must not exceed 10% of the issued and outstanding Common Shares. The aggregate number of options granted to any one person (including companies wholly-owned by that person) in a 12-month period must not exceed 5% of the issued and outstanding Common Shares, calculated on the date the option is granted, together with all of the Corporation's other grants or issuances of Security Based Compensation. The aggregate number of options granted to any one Consultant in a 12-month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the date the option is granted, together with all of the Corporation's other grants or issuances of Security Based Compensation. The aggregate number of options granted to all persons retained to provide investor relations services to the Corporation (including Consultants and Employees or Directors whose role and duties primarily consist of providing investor relations services) must not exceed 2% of the issued and outstanding Common Shares in any 12-month period, calculated at the date an option is granted to any such person. Exchange and disinterested shareholder approvals are required in accordance with the Exchange policies if any of these limitations are exceeded (at any time). Investor Relations Service Providers (as that term is defined in the Exchange policy manual) may not receive any Security Based Compensation other than stock options.

Exercise Price. The exercise price of options granted under the Plan is determined by the Board, provided that it is not less than the Discounted Market Price, as that term is defined in the Exchange policy manual or such other minimum price as is permitted by the Exchange in accordance with the policies in effect at the time of the grant, or, if the Common Shares are no longer listed on the Exchange, then such other exchange or quotation system on which the Common Shares are listed or quoted for trading. The exercise price of stock options granted to insiders may not be decreased without disinterested Shareholder approval at the time of the proposed amendment.

Term of Options. Subject to the termination and change of control provisions noted below, the term of any options granted under the Plan is determined by the Board and may not exceed ten years from the date of grant.

Vesting. All options granted pursuant to the Plan will be subject to such vesting requirements as may be prescribed by the Exchange, if applicable, or as may be imposed by the Board. Options issued to persons retained to provide Investor Relations Activities must vest in stages over 12 months with no more than one-quarter of the options vesting in any three month period.

Termination. An option may expire on such earlier date or dates as may be fixed by the Board, subject to earlier termination in the event the optionee ceases to be eligible under the Plan by reason of death, retirement or otherwise. If an optionee ceases to be eligible under the Plan by reason of being dismissed for cause from any such position, all unexercised option rights will be immediately terminated. If an optionee ceases to be eligible under the Plan by any reason other than termination for cause or as a result of death, the optionee will have a right for a period of the earlier of: (a) 90 days from the date of the optionee ceasing to be eligible and (b) the normal expiry date of the options, to exercise the options under the Plan, with all unexercised options terminating immediately upon expiration of such period. If an optionee engaged in providing Investor Relations Activities, as that term is defined in the Exchange policy manual, to the Corporation ceases to be employed in providing such Investor Relations Activities, such optionee shall have the right for a period of 30 days (or until the normal expiry date of the option rights of such optionee if earlier) from the date of ceasing to provide such Investor Relations Activities to exercise the option under the Plan with respect to all optioned Common Shares of such optionee to the extent they were exercisable on the date of ceasing to provide such Investor Relations Activities. Upon the expiration of such 30-day period all unexercised option rights of that optionee shall immediately become terminated and shall lapse notwithstanding the original term of the option granted to such optionee under the Plan.

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

Shareholders will be asked at the Meeting to approve, with or without variation, the following ordinary resolution:

"BE IT RESOLVED THAT:

the Corporation's Stock Option Plan be approved and the options granted there under during the years ended July 2023, 2024 and 2025 be and are approved;
the Corporation's stock option plan in connection therewith a maximum of 10% of the issued and outstanding Common Shares at the time of each grant be approved for granting as options; and
any director or officer of the Corporation be authorized and directed to do all acts and things and to execute and deliver all documents required, as in the opinion of such director or officer may be necessary or appropriate in order to give effect to this resolution."

A copy of the Plan is available on request from the Corporation.

Management of the Corporation believes the approval of the Plan as described above is in the best interests of the Corporation and its shareholders and recommends that shareholders vote in favour of the ordinary resolution approving the Plan.

APPROVAL OF SALE OF EVESHAM MACKLIN, SASKATCHEWAN

At the Meeting, shareholders will be asked to approve the sale of the Corporation's 40% participating interest (the "Assets") in the Evesham Macklin oil and gas lands in Saskatchewan to an arm's length party (the "Purchaser") at a fair market value sale price of $4,800,000 (the "Purchase Price") on January 31, 2026 (the "Closing Date").

History

The Assets were acquired by the Corporation though its wholly-owned subsidiary EnerCam Exploration Ltd. (the "Subsidiary") on December 12, 2023 at a purchase price of $4,392,000. The purchase of the Assets was funded by way of a loan (the "Loan") from the Purchaser. The outstanding balance of the Loan as of the date hereof is $3,800,000.

Sale Terms

The Corporation, the Subsidiary and the Purchaser entered into a binding Letter of Intent ("LOI") on December 12, 2025 which provides for the following fundamental terms: (a) the Purchase Price shall be satisfied by the Purchaser under the following payment terms: (i) a $250,000 non-refundable deposit is payable on December 31, 2025 after expiry of the Purchaser's due diligence condition; (ii) a payment of $375,000 is payable on the Closing Date; (iii) the balance of the Loan will be applied to the Purchase Price on the Closing Date; (iv) a final payment of $375,000 subject to adjustment is payable on March 1, 2026; (b) all profit entitlements and expense commitments under the Assets after October 1, 2025 shall accrue to the Purchaser; and (c) the parties shall replace the LOI with a form of asset purchase and sale agreement ("Agreement") incorporating the terms of the LOI and other 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.

Shareholder Approval

The ABCA requires at s. 190(1) that the sale of the assets of a corporation comprising substantially all of the property of the corporation be approved by a special resolution of the shareholders. The Corporation has determined that the Assets comprise more than 50% of the total value of all of its assets. Accordingly, the Corporation shall be seeking shareholder approval by way of a special resolution to sell the Assets to the Purchaser in accordance with the terms of the LOI and the Agreement.

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

Recommendation

Management recommends that shareholders approve the sale of the Assets for the following reasons: (a) the net proceeds from the sale will allow the Corporation to fund development of its key oil and gas and gold and copper prospects in Cambodia; (b) continued ownership of the Assets may be subject to risks as any future development of the Assets will most likely require additional capital for water injection and to fund capital projects and there can be no assurances that such capital will be obtained by the operator or that the terms of such additional capital financings will be economically viable; and (c) the sale of the Assets is being completed at fair market value without any dilution to share capital or any obligations to make payment for any finders fees or commissions.

The Corporation intends to place before the Meeting for confirmation, approval and adoption, with or without modification, the following special resolution (the "Asset Sale Resolution") to seek approval of the shareholders to sell the Assets to the Purchaser:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

In accordance with s. 190(1) of the Business Corporations Act (Alberta) (the "ABCA"), Angkor Resources Corp. (the "Corporation") be and is hereby authorized and directed to sell its 40% participating interest (the "Assets") in the Evesham Macklin oil and gas lands in Saskatchewan to an arm's length party (the "Purchaser") at a fair market value sale price of $4,800,000 (the "Purchase Price") on January 31, 2026 (the "Closing Date");
The Letter of Intent among the Corporation, its wholly-owned subsidiary EnerCam Exploration Ltd. and the Purchaser dated December 12, 2023 incorporating the fundamental terms of the sale of the Assets negotiated by the parties, be and is hereby authorized and approved;
The form of asset purchase and sale agreement negotiated by the parties to replace the LOI and in the form approved by the directors, be and is hereby authorized and approved;
The herein approval of the shareholders to sell the Assets to the Purchaser on the Closing Date shall satisfy all of the obligations of the Corporation to seek shareholder approvals under the ABCA and under applicable policies of the stock exchange; and
Any one (1) or more officer or director of the Corporation be authorized for and on behalf of the Corporation to make all such arrangements, to do all acts and things and to sign and execute all documents and instruments in writing, whether under the corporate seal of the Corporation or otherwise and complete all filings with applicable securities regulators and the stock exchange as may be considered necessary or advisable to give full force and effect to the foregoing resolution

The Asset Sale Resolution requires approval under the ABCA of not less than two-thirds (2/3) of the votes cast in person or by proxy at the Meeting in order to be approved by the shareholders. In the absence of contrary instructions, the persons named in the enclosed form of proxy intend to vote FOR the Asset Sale Resolution.

Dissent Rights

In accordance with s. 191(1) of the ABCA, a registered shareholder (as defined below) has the right to dissent to the Asset Sale Resolution and require the Corporation to pay the dissenting shareholder an amount representing the fair value of the Common Shares held by the dissenting shareholder. The foregoing summary of s. 191(1) of the ABCA is expressly subject to the provisions of s. 191(1) of the ABCA, the text of which is reproduced at Schedule "B". The Corporation is not required to notify, and will not notify, shareholders of the time periods within which action must be taken in order for shareholders to validly exercise their dissent rights. It is recommended that shareholders wishing to avail themselves of their dissent rights seek legal advice, as failure to comply strictly with the provisions of s. 191(1) of the ABCA may prejudice any such rights. A "registered shareholder" is a shareholder whose shares are registered directly in the shareholder's name on the shareholder register maintained by the Corporation. Any beneficial owner of Common Shares who wishes to register such shares in his or her name is urged to consult with his or her legal or investment advisor, or the registrar and transfer agent of the Corporation at the following address:

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

Olympia Trust Company
Suite 1900, 925 West Georgia Street
Vancouver, BC V6C 3L2
Toll Free: 1-866-668-8379

In the event that the Asset Sale Resolution is adopted at the Meeting, any shareholder who dissents (a "dissenting shareholder") in respect of the sale transaction in accordance with s. 191(1) of the ABCA shall be entitled to be paid by the Corporation an amount representing the fair value of the dissenting shareholder's Common Shares. No right of dissent or appraisal is available to holders of the Common Shares with respect to any other matter to be considered at the Meeting, other than the proposed sale of the Assets to the Purchaser in accordance with the terms of the LOI and the Agreement.

A dissenting shareholder must deliver to the Corporation prior to the date of the Meeting at: Angkor Resources Corp. at 10022 - 102 Avenue, Grande Prairie, Alberta, T8V 0Z7, Attention: Delayne Weeks, CEO, email: [email protected] or to the scrutineer of the Meeting prior to the commencement of the Meeting, a written notice (a "dissent notice") objecting to the Asset Sale Resolution. A vote against the Asset Sale Resolution does not constitute a dissent notice. The ABCA does not provide for partial dissent and a dissenting shareholder may only dissent with respect to all of the shares held by a shareholder.

In accordance with s. 181(14) of the ABCA, after adoption of the Asset Sale Resolution, the Corporation, or a dissenting shareholder who has delivered a dissent notice, may make an application by way of an originating notice to the King's Court of Alberta (the "Court") to fix the fair value of the Common Shares held by a dissenting shareholder. The fair value is to be determined as of the close of business on the last business day before the date on which the Asset Sale Resolution is adopted. If an application is made to the Court, the Corporation shall, unless the Court otherwise orders, send to each dissenting shareholder at least ten (10) days before the date on which the application is returnable, if the Corporation is the applicant, or within ten (10) days after the Corporation is served with a copy of the originating notice, if a dissenting shareholder is the applicant, a written offer to pay an amount considered by the board of directors to be the fair value of the Common Shares held by a dissenting shareholder. The Corporation's offer to all dissenting shareholders shall be under identical terms and is to be accompanied by a statement indicating how the fair value of the shares was determined by the Corporation.

Upon the occurrence of the earliest of: (i) the effective date of the Asset Sale Resolution; (ii) an agreement between a dissenting shareholder and the Corporation as to the payment to be made for the dissenting shareholder's shares; or (iii) a pronouncement of the Court fixing the fair value of the Common Shares held by a dissenting shareholder, a dissenting shareholder ceases to have any rights as a shareholder, other than the right to be paid the fair value for the Common Shares held by the dissenting shareholder, in the amount agreed to between the Corporation and the dissenting shareholder, or in the amount fixed by the Court, as appropriate. Until one of these events occurs, a dissenting shareholder may withdraw its dissent notice, or the Corporation may rescind the Asset Sale Resolution and in either event, the dissent and appraisal proceedings in respect of such dissenting shareholder shall be discontinued. The ABCA at s. 191(20) provides that, notwithstanding the obligations of the corporation to pay a dissenting shareholder the fair value for the dissenting shareholder's shares, a corporation shall not make a payment to a dissenting shareholder if there are reasonable grounds for believing that the corporation is, or would after such payment, be unable to pay it liabilities as they become due, or the realizable value of the corporation's assets would by reason of such payment, be less than the aggregate of its liabilities.

OTHER MATTERS

As of the date of this Circular, the management of the Corporation knows of no other matters to be acted upon at the Meeting. However, should any other matters properly come before the Meeting, the Common Shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the Common Shares represented by the Proxy.

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

STATEMENT OF EXECUTIVE COMPENSATION

Under this heading, the Corporation is including the disclosure required by Form 51-102F6 Statement of Executive Compensation.

For the purposes of this section, named executive officers of the Corporation mean the following individuals (the "Named Executive Officers"):

(a) the Corporation's Chief Executive Officer or an individual who acted in a similar capacity for any part of the most recently completed financial year (the "CEO");

(b) the Corporation's Chief Financial Officer or an individual who acted in a similar capacity for any part of the most recently completed financial year (the "CFO");

(c) each of the Corporation's three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation (see "Summary of Compensation") was, individually, more than $150,000 as determined in accordance with subsection 1.3(6) of Form 51-102F6 Statement of Executive Compensation for that financial year; and

(d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year.

The Named Executive Officers of the Corporation for fiscal years ended July 31, 2024, and 2025, were Russ Tynan, Chairman of the Board; Delayne Weeks, CEO; and Grant T. Smith, CFO. There were no other Named Executive Officers in Fiscal years noted, as no employees earned in excess of $150,000 during Fiscal 2025.

Compensation Philosophy and Objectives

The Corporation does not have a formal compensation program. However, the administration of the Corporation's compensation mechanisms is handled by the Governance, and Compensation Committee (the "G&C Committee") of the Corporation. The general mandate of the G&C Committee is to examine matters relating to the compensation of the directors and executive officers of the Corporation with respect to (i) general compensation goals and guidelines and the criteria by which bonuses and stock compensation awards are determined; (ii) amendments to any equity compensation plans adopted by the Board and changes in the number of shares reserved for issuance thereunder; and (iii) other plans that are proposed for adoption or adopted by the Corporation for the provision of compensation. In accordance with the mandate, the G&C Committee meets to discuss and determine the recommendations that it will make to the Board regarding director and executive compensation based on a review of the performance of the directors and executive officers and without reference to formal objectives, criteria, or analysis. The general objectives of the Corporation's compensation strategy are to (a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term shareholder value; (b) align management's interests with the long-term interests of shareholders; (c) provide a compensation package that is commensurate with other similar companies to enable the Corporation to attract and retain talent; and (d) ensure that the total compensation package is designed in a manner that takes into account the constraints that the Corporation is under by virtue of the fact that it is a junior company without a history of earnings.

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

The G&C Committee is composed of three directors, namely Ken Booth (Chair), Russ Tynan and Terry Mereniuk.

The Board, upon the recommendation of the G&C Committee, ensures that total compensation paid to all Named Executive Officers ("NEOs"), as hereinafter defined, is fair and reasonable. The Board relies on the experience of its members as officers and directors with other similar companies and positions in assessing compensation levels. The principal elements of the executive officers' compensation consist of base salary and long-term incentive awards (stock options). Base salary is used to provide Named Executive Officers a set amount of money during the year with the expectation that each Named Executive Officer will perform his responsibilities to the best of his ability and in the best interests of the Corporation.

The Corporation considers the granting of incentive stock options to be a significant component of executive compensation as it allows the Corporation to reward each Named Executive Officer's efforts to increase value for shareholders without requiring the Corporation to use cash from its treasury. Stock Options are generally awarded to executive officers at the commencement of employment and periodically thereafter. The terms and conditions of the Corporation's stock option grants, including vesting provisions and exercise prices, are governed by the terms of the Corporation's stock option plan (the "Stock Option Plan").

The directors and executive officers of the Corporation are not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the directors and executive officers of the Corporation.

Long Term Compensation and Option-Based Awards

The Corporation has no long-term incentive plans other than the Stock Option Plan. The Corporation's directors and officers and certain consultants are entitled to participate in the Stock Option Plan.

Options are recommended by the G&C Committee. In monitoring or adjusting the option allotments, the G&C Committee and the Board consider its own observations on individual performance (where possible) and its assessment of individual contribution to shareholder value, previous option grants and the objectives set for the NEO's and the Board. The scale of options is generally commensurate to the appropriate level of base compensation for each level of responsibility. Previous option grants are taken into account when considering new grants.

The G&C Committee makes grant determinations subject to and in accordance with the provisions of the Stock Option Plan. The G&C Committee and the board of directors reviews and approves grants of options on an annual basis and periodically during a financial year.

The following table sets forth a summary of the compensation paid to the NEOs and the Directors for the three (3) most recently completed financial years being July 31, 2023, 2024 and 2025:

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

Name and Position	Year	Salary, or consulting fee ($)	Share Based Award ($)	Option based Awards ($)	Non-equity incentive plan compensation ($)		Value of all other Compensation ($)	Total Compensation ($)
					Annual incentive plans ($)	Long-term incentive plans
Russ Tynan(1)Chairman of the Board, Director	2025	-	-	15,990	-	-	-	15,990
	2024	-	-	-	-	-	-	-
	2023	-	-	5,104	-	-	-	5,104
Mike Weeks(2)Director	2025	108,000	-	31,980	-	-	-	139,980
	2024	108,000	-	-	-	-	-	108,000
	2023	93,343	-	25,521	-	-	-	118,864
Delayne Weeks(3)Chief Executive Officer	2025	108,000	-	31,980	-	-	-	139,980
	2024	108,000	-	-	-	-	-	108,000
	2023	82,970	-	25,521	-	-	-	108,491
Grant T. Smith (4)Director, CFO	2025	84,000	-	26,650	-	-	-	110,650
	2024	77,000	-	-	-	-	-	77,000
	2023	-	-	5,104	-	-	-	5,104
Ken Booth(5)Director	2025	-	-	13,325	-	-	-	13,325
	2024	-	-	-	-	-	-	-
	2023	-	-	5,104	-	-	-	5,104
Terry Mereniuk (6)Director	2025	-	-	13,325	-	-	-	13,325
	2024	-	-	-	-	-	-	-
	2023	-	-	5,104	-	-	-	5,140
Steve Cochrane(7)Director	2025	-	-	10,660	-	-	-	10,660
	2024	-	-	-	-	-	-	-
	2023	-	-	5,104	-	-	-	5,140
Scott W Smith(8)Director	2025	-	-	10,660	-	-	-	10,660
	2024	-	-	-	-	-	-	-
	2023	-	-	5,104	-	-	-	5,140
Benita Sauer(9)Former Chief Financial Officer	2025	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	2024	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	2023	79,380	-	-	-	-	-	79,380

Notes:

(1) Mr. Tynan was appointed as Director on September 9, 2020 and as Board Chair on May 6, 2021.
(2) Mr. Mike Weeks resigned as the President and CEO and was appointed as the chairman of the Board on February 6, 2018. Mr. Weeks resigned as Board Chair on May 6, 2021 and was appointed as President of Angkor Resources and President

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

of all Angkor Resources wholly owned subsidiaries on May 6, 2021. He was also appointed as the Executive Vice President of Angkor Resources and undertakes and serves in these roles to the best advantage of the Corporation.

(3) Ms. Weeks was appointed as Chief Executive Officer on May 6, 2021.
(4) Mr. Grant T. Smith was appointed to the Board on March 5, 2018 as the Chief Financial Officer effective November 30, 2023.
(5) Mr. Ken Booth was appointed as director on August 4, 2011.
(6) Mr. Terry Mereniuk was appointed as director on October 7, 2011.
(7) Mr. Steve Cochrane was appointed as director on September 9, 2020 and shall not stand for reappointment on January 29, 2026.
(8) Mr. Scott Smith was appointed as director on September 9, 2020 and shall not stand for reappointment on January 29, 2026.
(9) Ms. Benita Sauer was appointed as CFO on July 2, 2020 and resigned effective November 30, 2023.

None of the NEOs received perquisites or personal benefits worth in aggregate 10% or more of their total remuneration, or any post-retirement benefits (including insurance).

Stock Options and other Compensation Securities

Compensation Securities

The Plan has been established to provide an incentive to the directors, officers, employees, consultants and other personnel of the Corporation to achieve the longer-term objectives of the Corporation, to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation and to attract to and retain in the employ of the Corporation, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

The following is a summary of the material terms of the Plan and is qualified in its entirety by the full text of the Plan, which is available at www.sedarplus.ca or which may be obtained upon request from the Corporation.

The number of Common Shares to be reserved and authorized for issuance pursuant to options granted under the Plan shall not exceed ten percent (10%) of the total number of issued and outstanding shares in the Corporation.
Under the Plan, the aggregate number of optioned Common Shares granted to any one optionee in a 12 month period must not exceed 5% of the Corporation's issued and outstanding shares. The number of optioned Common Shares granted to any one consultant in a 12 month period must not exceed 2% of the Corporation's issued and outstanding shares. The aggregate number of optioned Common Shares granted to an optionee who is employed to provide investor relations' services must not exceed 2% of the Corporation's issued and outstanding Common Shares in any 12 month period.
The exercise price for options granted under the Plan will not be less than the market price of the Corporation's Common Shares at the time of the grant, less applicable discounts permitted by the policies of the TSX-V.
Options will be exercisable for a term of typically 2 to 5 years, subject to earlier termination in the event of the optionee's death or the cessation of the optionee's services to the Corporation.
Options granted under the Plan are non-assignable, except by will or by the laws of descent and distribution.

The following table sets out for each NEO and Director of the Corporation all compensation securities granted or issued as at the date of this report being April 1, 2025, for services provided or to be provided, directly or indirectly, to the Corporation.

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

COMPENSATION SECURITIES
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class (1)	Date of Issue or Grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Russ Tynan
Chairman of the Board, Director	Stock option	68,750 Stock Options
200,000 Stock Options
300,000 Stock Options
225,000 Stock Options
793,750 underlying common shares (Under 1%)	2021-03-11
2023-07-25
2025-01-22
2025-09-25	$0.07
$0.08
$0.09
$0.25.5	$0.05
$0.06
$0.095
$0.26	$0.185	2026-03-09
2028-07-25
2030-01-22
2028-09-25
Delayne Weeks
Chief Executive Officer	Stock option	1,000,000 Stock Options
750,000 Stock Options
1,750,000 underlying common shares (Under 1%)	2023-07-25
2025-09-25	$0.08
$0.25.5	$0.06
$0.26	$0.185	2028-07-25
2028-09-25
Mike Weeks
Director	Stock option	1,000,000 Stock Options
500,000 Stock Options
450,000 Stock Options
1,950,000 underlying common shares (Under 1%)	2023-07-25
2025-03-10
2025-09-25	$0.08
$0.15
$0.25.5	$0.06
$0.15
$0.26	$0.185	2028-07-25
2030-03-10
2028-09-25
Terry Mereniuk
Director	Stock option	361,250 Stock Options
200,000 Stock Options
250,000 Stock Options
150,000 Stock Options
961,250 underlying common shares (Under 1%)	2021-3-21
2023-7-23
2025-1-25
2025-9-25	$0.070
$0.080
$0.090
$0.255	$0.05
$0.095
$0.090
$0.255	$0.185	2026-03-09
2028-7-25
2030-1-25
2028-9-25
Ken Booth(3)
Director	Stock option	303,750 Stock Options
200,000 Stock Options
250,000 Stock Options
150,000 Stock Options
903,750 underlying common shares (Under 1%)	2021-3-21
2023-7-23
2025-1-25
2025-9-25	$0.070
$0.080
$0.090
$0.255	$0.05
$0.095
$0.090
$0.255	$0.185	2026-03-09
2028-7-25
2030-1-25
2028-9-25
Grant T. Smith
Director
CFO(2)	Stock option	251,750 Stock Options
200,000 Stock Options
500,000 Stock Options
375,000 Stock Options
1,326,750 underlying common shares (Under 1%)	2021-3-21
2023-7-23
2025-1-25
2025-9-25	$0.070
$0.080
$0.090
$0.255	$0.05
$0.095
$0.090
$0.255	$0.185	2026-03-09
2028-7-25
2030-1-25
2028-9-25

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

COMPENSATION SECURITIES
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class (1)	Date of Issue or Grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Scott W Smith (2)
Director	Stock option	18,750 Stock Options
200,000 Stock Options
200,000 Stock Options
100,000 Stock Options
518,750 underlying common shares (Under 1%)	2021-3-21
2023-7-23
2025-1-25
2025-9-25	$0.070
$0.080
$0.090
$0.255	$0.05
$0.095
$0.090
$0.255	$0.185	2026-03-09
2028-7-25
2030-1-25
2028-9-25
Steve Cochrane (2)
Director	Stock option	118,750 Stock Options
200,000 Stock Options
200,000 Stock Options
100,000 Stock Options
618,750 underlying common shares (Under 1%)	2021-3-21
2023-7-23
2025-1-25
2025-9-25	$0.070
$0.080
$0.090
$0.255	$0.05
$0.095
$0.090
$0.255	$0.185	2026-03-09
2028-7-25
2030-1-25
2028-9-25

(1) The percentage of class is based on the total number of common shares outstanding as at December 12, 2025
(2) Mr. Scott Smith and Mr. Steve Cochrane will not stand for re-election at the meeting held January 29, 2026

Pension Plan Benefits

The Corporation does not have any defined benefit or defined contribution pension plans in place which provide for payments or benefits at, following, or in connection with retirement.

Termination and Change of Control Benefits

As of December 19, 2025 there were no compensatory plans, contracts or arrangements with any Named Executive Officer (including payments to be received from the Corporation or any subsidiary), which result or will result from the resignation, retirement or any other termination of employment of such Named Executive Officer or from a change of control of the Corporation or any subsidiary thereof or any change in such Named Executive Officer's responsibilities, where the Named Executive Officer is entitled to payment or other benefits.

Compensation of Directors

For a description of the compensation paid to the Corporation's Named Executive Officer(s) who also act as directors, see "Summary Compensation Table".

Other than as disclosed elsewhere in this Circular, no director of the Corporation, who is not a Named Executive Officer has received, during the most recently completed financial year, compensation pursuant to:

(a) any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments;
(b) any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors except for the granting of stock options; or
(c) any arrangement for the compensation of directors for services as consultants or experts.

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

Narrative Discussion

The Corporation currently does not pay directors who are not employees or officers of the Corporation for attending directors' meetings or for serving on committees. The Corporation has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Corporation for their services as directors, for committee participation, or for involvement in special assignments during the most recently completed financial year. None of the Corporation's directors have received any cash compensation for services provided in their capacity as directors during the Corporation's most recently completed financial year. Additional factors necessary to understand the information disclosed above include the terms of the Plan.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth aggregated information as at December 19, 2025, with respect to the Stock Option Plan, which is the only compensation plan under which equity securities of the Corporation are authorized for issuance to employees or non-employees such as directors and consultants. For further information regarding the Incentive Stock Option Plan, please see page 9 and 10 or the Corporation's Option Plan as posted on SEDAR+ (www.sedarplus.ca).

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)
Equity compensation plans approved by security holders	17,738,814	0.14	1,898,797
Equity compensation plans not approved by security holders	0		0
Total	17,738,814	0.14	1,898,797

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is or, at any time during the most recently completed financial year, was a director or executive officer of the Corporation, and no person who is a proposed nominee for election as a director of the Corporation, and no associate of any such director, executive officer or proposed nominee is, or at any time since the beginning of the last completed financial year, was indebted to the Corporation or any of its subsidiaries.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON AND INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management is not aware of any material interest, direct or indirect, of any "informed person" of the Corporation, insider of the Corporation, proposed director, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries. An "Informed Person" means: (i) a director or executive officer of the Corporation or of a subsidiary of the Corporation; (ii) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation carrying more than $10\%$ of the voting rights attached to all outstanding voting securities of the Corporation; (iii) a director or officer of a company that is itself an informed person of the Corporation or of a subsidiary of the

ANGKOR RESOURCES SHAREHOLDER MEETING 2026

Corporation or (iv) any person who has been a director or officer of the Corporation at any time since the beginning the Corporation's last fiscal year.

MANAGEMENT CONTRACTS

Management functions of the Corporation are generally performed by directors and executive officers of the Corporation and not, to any substantial degree, by any other person to whom the Corporation has contracted.

AUDIT COMMITTEE

Composition of the Audit Committee

The Audit Committee shall be comprised of three (3) directors as determined by the Board, the majority of whom shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his / her independent judgment as a member of the Audit Committee. A copy of the Audit Charter is attached hereto as Schedule "A".

The following are the members of the Audit Committee as at April 1, 2025:

Russ Tyan - Non - Independent: Financially Literate
Terry Mereniuk - Independent; Financially Literate
Ken Booth - Independent; Financially Literate

*As defined by Multilateral Instrument 52-110 – Audit Committees ("MI 52-110").

Education and Experience

Russ Tynan has over 40 years in Senior and Executive leadership across a number of industry sectors and organizational structures. Mr. Tynan has served as a Director of the Corporation since September 9, 2020, and became the Board Chair in 2021. In addition to Mr. Tynan/s knowledge of financial statements, he is also skilled in Governance and Compensation practices all of which have formed part of the work he has done as a consultant with Osborne Interim Management and previously with affiliations with other providing specialized business services.

Terry Mereniuk has been a Director and CFO of several public and private companies. He has owned and operated his own accounting firm for 9 years. Terry obtained a Bachelor of Commerce (with distinction) – University of Alberta – April 1981. He is a Certified Management Consultant since June 1988 and a Chartered Professional Accountant since December 1983. Terry was director and CFO of Wescorp Energy Inc., an OTC Bulletin Board listed company from 2003 to 2009.

Ken Booth has more than 37 years of experience in exploration, mining corporate finance and public company administration. In mining corporate finance, he has worked for two of Canada's largest investment banks executing numerous equity financings for both junior and senior companies and was involved in a variety of significant mergers and acquisitions. Ken has held several management positions while working for resource companies and chaired several audit committees of public companies. Ken currently provides financial advice to the junior mining sector through a private management company that he has been associated with for the past 25 years.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

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Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of MI 52-110 (De Minimis Non-Audit Services), or an exemption from MI 52-110, in whole or in part, granted under Part 8 of Multilateral Instrument 52-110.

Pre-Approval Policies and Procedures

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of National Instrument 52-110 Audit Committees, the engagement of non-audit services is considered by, as applicable, the Board and the Audit Committee, on a case by case basis.

External Auditor Service Fees (by Category)

The aggregate fees billed by the Corporation's external auditors in each of the last three (3) fiscal years for audit fees are as follows:

Auditor	Financial Year Ending	Audit Fees (1)	Audit Related Fees (2)	Tax Fees (3)	All Other Fees
Davidson & Corporation LLP(4)	July 31, 2023	$85,000	-	-	-
	July 31, 2024	$110,000	-	-	-
	July 31, 2025	$90,000	-	-	-

Notes:

(1) Represents fees paid for professional services rendered by the auditors for the audit of the Corporation's annual financial statements and services provided in connection with statutory and regulatory filings.

(2) Represents fees incurred in connection with the International Financial Reporting Standard compliance.

(3) Represents fees incurred for professional services rendered by the Corporation's external auditor for tax compliance, tax advice, and tax planning.

(4) Davidson & Company LLP was appointed as the Corporation's auditor on June 20, 2022.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available through the internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) which can be accessed at https://sedarplus.ca.

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making.

National Policy 58-201 Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. The Corporation has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Corporation's practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Corporation at its current stage of development and therefore these guidelines have not been adopted. The Corporation will continue to review and implement corporate governance guidelines as the business of the Corporation progresses and becomes more active in

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operations. National Instrument 58-101 Disclosure of Corporate Governance Practices mandates disclosure of corporate governance practices in Form 58-101F2, which disclosure is set out below.

Board of Directors

The mandate of the Board is to supervise the management of the Corporation and to act in the best interest of the Corporation. The Board acts in accordance with:

(a) The ABCA;
(b) The Corporation's articles of incorporation and by-laws;
(c) The Corporation's code of business conduct;
(d) The charters of the Board and the Board committees; and
(e) Other applicable laws and Corporation policies.

The Board approves all significant decisions that affect the Corporation before they are implemented. The Board supervises their implementation and reviews the results.

The Board is actively involved in the Corporation's Business planning process. The Board discusses and reviews all materials relating to the Business plan with management. The Board is responsible for reviewing and approving the plan. At least one Board meeting each year is devoted to discussing and considering the Corporation's plan, which takes into account the risks and opportunities of the business. Management must seek the Board's approval for any transaction that would have a significant impact on the overall Business plan.

The Board periodically reviews the Corporation's business and implementation of appropriate systems to manage any associated risks, communications with investors and the financial community and the integrity of the Corporation's internal control and management information systems. The Board also monitors the Corporation's compliance with its timely disclosure obligations and reviews material disclosure documents prior to distribution. The Board periodically discusses the systems of internal control with the Corporation's external auditor.

The Board is responsible for selecting and appointing the Board Chair, Board Committee Members, and the Chief Executive Officer, and approving senior management appointments of the CEO who serve as Executive Officers. The Board monitors their performance and approves of descriptions of the positions prepared for the Board by the CEO, including the limits on management's responsibilities and the corporate objectives to be met by the management.

The Board approves the Corporation's major communications, including annual and quarterly reports, and financing documents. All press releases are subject to Board review before any release. The Corporation communicates with its stakeholders through a number of channels including its website. The Board approved the Corporation's communication policy that covers the accurate and timely communication of all important information. It is reviewed annually. This policy includes procedures for communicating with analysts by conference calls.

The Board, through its Audit Committee, examines the effectiveness of the Corporation's internal control processes and management information systems. The Board consults with the external auditor and management of the Corporation to ensure the integrity of these systems. The external auditor submits a report to the Audit Committee each year on the quality of the Corporation's internal control processes and management information systems.

The Board, through its Governance and Compensation Committee, examines Borad policies and practices, making recommendations to the Board of any required adjustments, additions or deletions of current approach; and develops compensation philosophies and vets compensation recommendations for its Board, Officers and key personnel making recommendations to the Board as appropriate.

The Board is responsible for determining whether or not each director is an independent director. The Board Chair, Chief Executive Officer, President, Chief Financial Officer, the Executive Vice President, and any other officers

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are not considered independent. None of the other directors' work in the day-to-day operations of the Corporation, are party to any material contracts with the Corporation, or receive any fees from the Corporation except as disclosed in this circular.

Directorships

The following directors of the Corporation are also directors or officers of other reporting issuers (or the equivalent) as set forth below:

Director	Other Reporting Issuers
Ken Booth	• Gitennes Exploration Inc.
• HelioStar Metals Corp.
• Lithium Chile Inc.
• Gander Gold Corporation
• Pursuit Gold Corp.
Mike Weeks	• Canadian North Resources Inc.
Grant T. Smith	• Emergent Metals Corp.

Nomination of Directors

The Board is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of shareholders. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Corporation, the ability to devote the time required, show support for the Corporation's mission and strategic objectives, and a willingness to serve.

Orientation and Continuing Education

The Board has not adopted a formal policy on the orientation and continuing education of new and current directors. When a new director is appointed, the Board delegates individual directors the responsibility for providing an orientation and education program for any new director. This may be delivered through informal meetings between the new directors and the Board and senior management, complemented by presentations on the main areas of the Corporation's business. When required the Board may arrange for topical seminars to be provided to members of the Board or committees of the Board. Such seminars may be provided by one or more members of the Board and management or by external professionals.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Corporation or an affiliate of the Corporation, (ii) is for indemnity or insurance for the benefit of the director in connection with the Corporation, or (iii) is with an affiliate of the

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Corporation. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Corporation at the time it was entered into, the contract or transaction is not invalid, and the director is not accountable to the Corporation for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Corporation and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

COMPENSATION

Angkor's Governance and compensation committee (the "Governance and Compensation Committee") is responsible for reviewing and making recommendations to the Board concerning the compensation of the directors, officers and employees of Angkor, the review and administration of the stock option plan, policies or practices. Two of the three members of the Compensation Committee are independent within the definition of that term as described in National Instrument 52-110 – Audit Committees ("NI 52-110").

Angkor's compensation framework is based on the overarching principle that compensation should be aligned with the interests of the Corporation's shareholders, while recognizing that overall corporate performance is dependent on acquiring and retaining skilled, experienced and dedicated directors, executive officers and employees.

The objective of Angkor's compensation program is to attract, motivate, reward and retain highly talented and experienced executive officers. The compensation program is structured to ensure that compensation is competitive with other similarly situated companies and is reflective of the experience, performance, and contribution of the individuals involved and the overall development of Angkor.

ASSESSMENTS

The Board does not have any formal policies to evaluate the effectiveness of the Board, the Audit Committee the Governance & Compensation Committee and the individual directors. The Board may appoint a special committee of the directors to evaluate the Board, its committees and assess the contribution of its individual directors and to recommend any modifications to the functioning and governance of the Board and its committees. To date, the Board has not appointed any such special committees of directors to perform such analysis.

APPROVAL

The contents and the sending of this Circular have been approved by the Board.

DATED at Vancouver, BC this 19th day of December 2025.

By Order of the Board of Directors

of ANGKOR RESOURCES CORP

/s/ "Russ Tynan"

Russ Tynan

Chairman of the Board

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SCHEDULE "A"

ANGKOR RESOURCES CORP.

AUDIT COMMITTEE CHARTER

1. Mandate

The Audit committee will assist the Board of Directors (the "Board") of Angkor Resources Corp. (the "Corporation") in fulfilling its responsibilities to oversee the financial activities. The audit committee, in consultation with the auditors, will review and consider the financial reporting process, the system of internal control and the audit process. In performing its duties, the committee will maintain effective working relationships with the Board, the management, and the external auditors. To effectively perform his or her role, each committee member must obtain an understanding of the principal responsibilities of committee membership, as well as the Corporation's business, operations and risks.

2. Composition

After each annual general meeting of the shareholders of the Corporation, the Board will appoint from among the membership an audit committee. The audit committee will consist of a minimum of three directors.

2.1 Independence

A majority of the members of the audit committee must not be officers, employees or control persons of the Corporation.

2.2 Expertise of Committee Members

Each member of the audit committee must be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the committee. At least one member of the committee must have accounting or related financial management expertise. The Board shall interpret the qualifications of financial literacy and financial management expertise in its business judgment and shall conclude whether a director meets these qualifications.

3. Meetings

The audit committee shall meet in accordance with a schedule established each year by the Board, and at other times that the audit committee may determine. The audit committee shall meet at least annually with the Corporation's Chief Financial Officer and external auditors in separate executive sessions.

4. Roles and Responsibilities

The audit committee shall fulfill the following roles and discharge the following responsibilities:

4.1 External Audit

The audit committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor's report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures. In carrying out this duty, the audit committee shall:

(a) Recommend to the Board the external auditor to be nominated by the shareholders for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation,

(b) Review (by discussion and enquiry) the external auditors' proposed audit scope and approach,

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(c) Review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors,
(d) Review and recommend to the Board the compensation to be paid to the external auditors, and
(e) Review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors' assertion of their independence in accordance with professional standards.

4.2 Internal Control

The audit committee shall consider whether adequate controls are in place over annual and interim financial reporting, as well as controls over assets, transactions and the creation of obligations, commitments and liabilities of the Corporation. In carrying out this duty, the audit committee shall:

(a) Evaluate the adequacy and effectiveness of management's system of internal controls over the accounting and financial reporting system within the Corporation, and
(b) Ensure that the external auditors discuss with the audit committee any event or matter that suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

4.3 Financial Reporting

The audit committee shall review the financial statements and financial information prior to its release to the public. In carrying out this duty, the audit committee shall:

General

(a) Review significant accounting and financial reporting issues, especially complex, unusual and related party transactions, and
(b) Review and ensure that the accounting principles selected by management in preparing financial statements are appropriate;

Annual Financial Statements

(c) Review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements,
(d) Meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered, and
(e) Review management's discussion & analysis respecting the annual reporting period prior to its release to the public;

Interim Financial Statements

(f) Review and approve the interim financial statements prior to their release to the public, and
(g) Review management's discussion & analysis respecting the interim reporting period prior to its release to the public;

Release of Financial Information

(h) Where reasonably possible, review and approve all public disclosure, including news releases, containing financial information, prior to its release to the public.

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4.4 Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Corporation or any subsidiary of the Corporation shall be subject to the prior approval of the audit committee.

Delegation of Authority

(a) The audit committee may delegate to one or more independent members of the audit committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the audit committee at its next scheduled meeting.

Non-Audit Services

(b) The audit committee may satisfy the requirement for the pre-approval of non-audit services if:

(i) the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Corporation and its subsidiaries to the external auditor during the fiscal year in which the services are provided, or

(ii) The services are brought to the attention of the audit committee and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated.

Pre-Approval Policies and Procedures

(c) The audit committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

(i) The pre-approval policies and procedures are detailed as to the particular service,

(ii) The audit committee is informed of each non-audit service, and

(ii) The procedures do not include delegation of the audit committee's responsibilities to management.

4.5 Other Responsibilities

The audit committee shall:

(a) Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters,

(b) Establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters,

(c) Ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis,

(d) Review the policies and procedures in effect for considering officers' expenses and perquisites,

(e) Perform other oversight functions as requested by the Board, and

(f) Review and update this Charter and receive approval of changes to this Charter from the Board.

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4.6 Reporting Responsibilities

The audit committee shall regularly update the Board about committee activities and make appropriate recommendations.

5. Resources and Authority of the Audit Committee

The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to:

(a) Engage independent counsel and other advisors as it determines necessary to carry out its duties,
(b) Set and pay the compensation for any advisors employed by the audit committee, and
(c) Communicate directly with the internal and external auditors.

6. Guidance – Roles & Responsibilities

The following guidance is intended to provide the Audit Committee members with additional guidance on fulfilment of their roles and responsibilities on the committee. The duties shall include:

6.1 Internal Control

(a) Evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities,
(b) focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown, and
(c) Gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.

6.2 Financial Reporting

General

(a) Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements,
(b) Ask management and the external auditors about significant risks and exposures and the plans to minimize such risks, and
(c) Understand industry best practices and the Corporation's adoption of them.

Annual Financial Statements

(d) Review the annual financial statements and determine whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Corporation reports or trades its shares,
(e) Pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures,

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(f) focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses, warranty, professional liability, litigation reserves and other commitments and contingencies,
(g) Consider management's handling of proposed audit adjustments identified by the external auditors, and
(h) Ensure that the external auditors communicate all required matters to the committee.

Interim Financial Statements

(i) Be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information,
(j) Meet with management and the auditors, either telephonically or in person, to review the interim financial statements, and
(k) To gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:

(i) actual financial results for the quarter or interim period varied significantly from budgeted or projected results,
(ii) changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financial statements are consistent with changes in the Corporation's operations and financing practices,
(iii) generally accepted accounting principles have been consistently applied,
(iv) there are any actual or proposed changes in accounting or financial reporting practices,
(v) there are any significant or unusual events or transactions,
(vi) the Corporation's financial and operating controls are functioning effectively,
(vii) the Corporation has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreements, and
(viii) the interim financial statements contain adequate and appropriate disclosures.

6.3 Compliance with Laws and Regulations

(a) Periodically obtain updates from management regarding compliance with this policy and industry "best practices",
(b) Be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements, and
(c) Review the findings of any examinations by securities regulatory authorities and stock exchanges.

6.4 Other Responsibilities

Review, with the Corporation's counsel, any legal matters that could have a significant impact on the Corporation's financial statements.

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SCHEDULE "B"

ANGKOR RESOURCES CORP.

SECTION 191(1) OF THE ABCA - SHAREHOLDER'S RIGHT TO DISSENT

191(1) Subject to sections 192 and 242, a holder of shares of any class of a corporation may dissent if the corporation resolves to

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class,

(b) amend its articles under section 173 to add, change or remove any restrictions on the business or businesses that the corporation may carry on,

(b.1) amend its articles under section 173 to add or remove an express statement establishing the unlimited liability of shareholders as set out in section 15.2(1),

(d) be continued under the laws of another jurisdiction under section 189, or

(e) sell, lease or exchange all or substantially all its property under section 190.

(2) A holder of shares of any class or series of shares entitled to vote under section 176, other than section 176(1)(a), may dissent if the corporation resolves to amend its articles in a manner described in that section.

(3) In addition to any other right the shareholder may have, but subject to subsection (20), a shareholder entitled to dissent under this section and who complies with this section is entitled to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the last business day before the day on which the resolution from which the shareholder dissents was adopted.

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the shareholder or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

(5) A dissenting shareholder shall send to the corporation a written objection to a resolution referred to in subsection (1) or (2)

(a) at or before any meeting of shareholders at which the resolution is to be voted on, or

(b) if the corporation did not send notice to the shareholder of the purpose of the meeting or of the shareholder's right to dissent, within a reasonable time after the shareholder learns that the resolution was adopted and of the shareholder's right to dissent.

(6) An application may be made to the Court after the adoption of a resolution referred to in subsection (1) or (2),

(a) by the corporation, or

(b) by a shareholder if the shareholder has sent an objection to the corporation under subsection (5),

to fix the fair value in accordance with subsection (3) of the shares of a shareholder who dissents under this section, or to fix the time at which a shareholder of an unlimited liability corporation who dissents under this section ceases to become liable for any new liability, act or default of the unlimited liability corporation.

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(7) If an application is made under subsection (6), the corporation shall, unless the Court otherwise orders, send to each dissenting shareholder a written offer to pay the shareholder an amount considered by the directors to be the fair value of the shares.

(8) Unless the Court otherwise orders, an offer referred to in subsection (7) shall be sent to each dissenting shareholder

(a) at least 10 days before the date on which the application is returnable, if the corporation is the applicant, or
(b) within 10 days after the corporation is served with a copy of the application, if a shareholder is the applicant.

(9) Every offer made under subsection (7) shall

(a) be made on the same terms, and
(b) contain or be accompanied with a statement showing how the fair value was determined.

(10) A dissenting shareholder may make an agreement with the corporation for the purchase of the shareholder's shares by the corporation, in the amount of the corporation's offer under subsection (7) or otherwise, at any time before the Court pronounces an order fixing the fair value of the shares.

(11) A dissenting shareholder

(a) is not required to give security for costs in respect of an application under subsection (6), and
(b) except in special circumstances must not be required to pay the costs of the application or appraisal.

(12) In connection with an application under subsection (6), the Court may give directions for

(a) joining as parties all dissenting shareholders whose shares have not been purchased by the corporation and for the representation of dissenting shareholders who, in the opinion of the Court, are in need of representation,
(b) the trial of issues and interlocutory matters, including pleadings and questioning under Part 5 of the Alberta Rules of Court,
(c) the payment to the shareholder of all or part of the sum offered by the corporation for the shares,
(d) the deposit of the share certificates with the Court or with the corporation or its transfer agent,
(e) the appointment and payment of independent appraisers, and the procedures to be followed by them,
(f) the service of documents, and
(g) the burden of proof on the parties.

(13) On an application under subsection (6), the Court shall make an order

(a) fixing the fair value of the shares in accordance with subsection (3) of all dissenting shareholders who are parties to the application,

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(b) giving judgment in that amount against the corporation and in favour of each of those dissenting shareholders,
(c) fixing the time within which the corporation must pay that amount to a shareholder, and
(d) fixing the time at which a dissenting shareholder of an unlimited liability corporation ceases to become liable for any new liability, act or default of the unlimited liability corporation.

(14) On

(a) the action approved by the resolution from which the shareholder dissents becoming effective,
(b) the making of an agreement under subsection (10) between the corporation and the dissenting shareholder as to the payment to be made by the corporation for the shareholder's shares, whether by the acceptance of the corporation's offer under subsection (7) or otherwise, or
(c) the pronouncement of an order under subsection (13),

whichever first occurs, the shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shareholder's shares in the amount agreed to between the corporation and the shareholder or in the amount of the judgment, as the case may be.

(15) Subsection (14)(a) does not apply to a shareholder referred to in subsection (5)(b).
(16) Until one of the events mentioned in subsection (14) occurs,

(a) the shareholder may withdraw the shareholder's dissent, or
(b) the corporation may rescind the resolution, and in either event proceedings under this section shall be discontinued.

(17) The Court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder, from the date on which the shareholder ceases to have any rights as a shareholder by reason of subsection (14) until the date of payment.
(18) If subsection (20) applies, the corporation shall, within 10 days after

(a) the pronouncement of an order under subsection (13), or
(b) the making of an agreement between the shareholder and the corporation as to the payment to be made for the shareholder's shares,

notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

(19) Notwithstanding that a judgment has been given in favour of a dissenting shareholder under subsection (13)(b), if subsection (20) applies, the dissenting shareholder, by written notice delivered to the corporation within 30 days after receiving the notice under subsection (18), may withdraw the shareholder's notice of objection, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to the shareholder's full rights as a shareholder, failing which the shareholder retains a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

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(20) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due, or
(b) the realizable value of the corporation’s assets would by reason of the payment be less than the aggregate of its liabilities.

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AI assistant

Angkor Resources Corp. — Proxy Solicitation & Information Statement 2025

46429_rns_2025-12-23_5226c5fb-9f5e-45a5-9eaf-b305b4674cc1.pdf

ANGKOR

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS

MANAGEMENT PROXY CIRCULAR

APPOINTMENT OF PROXYHOLDER

VOTING BY PROXY

COMPLETION AND RETURN OF PROXY

IMPORTANT INFORMATION FOR NON-REGISTERED HOLDERS

NOTICE AND ACCESS

REVOCABILITY OF PROXY

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

QUORUM

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

1. FINANCIAL STATEMENTS

2. FIX NUMBER OF DIRECTORS

3. ELECTION OF DIRECTORS

Nominees

4. APPOINTMENT AND REMUNERATION OF AUDITOR

5. APPROVAL OF 10% ROLLING OPTION PLAN

Recommendation

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Dissent Rights

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Philosophy and Objectives

Long Term Compensation and Option-Based Awards

Notes:

Stock Options and other Compensation Securities

Compensation Securities

Pension Plan Benefits

Termination and Change of Control Benefits

Compensation of Directors

Narrative Discussion

EQUITY COMPENSATION PLAN INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON AND INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

AUDIT COMMITTEE

Composition of the Audit Committee

Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (by Category)

ADDITIONAL INFORMATION

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Directorships

Nomination of Directors

Orientation and Continuing Education

Ethical Business Conduct

COMPENSATION

ASSESSMENTS

APPROVAL

SCHEDULE "A"

ANGKOR RESOURCES CORP.

AUDIT COMMITTEE CHARTER

1. Mandate

2. Composition

2.1 Independence

2.2 Expertise of Committee Members

3. Meetings

4. Roles and Responsibilities

4.1 External Audit

4.2 Internal Control

4.3 Financial Reporting

General

Annual Financial Statements

Interim Financial Statements

Release of Financial Information

4.4 Non-Audit Services

Delegation of Authority

Non-Audit Services

Pre-Approval Policies and Procedures

4.5 Other Responsibilities

4.6 Reporting Responsibilities

5. Resources and Authority of the Audit Committee

6. Guidance – Roles & Responsibilities

6.1 Internal Control

Angkor Resources Corp. Proxy Solicitation & Information Statement 2025