Angkor Resources Corp. has closed a non-brokered private placement of units with Sorbie Bornholm LP for gross proceeds of $3.5 million, according to a company announcement. The financing, initially announced earlier, consists of 14 million common shares priced at $0.25 and 2.87 million warrants exercisable at $0.32, along with 11.13 million additional warrants that will be issued in monthly tranches over 24 months. The additional warrants carry an exercise price set at a 5% premium to the volume weighted average price of the common shares over the preceding 20 trading days.
The structure of the deal is notable for its escrow and sharing arrangements. Subscription proceeds have been deposited by Sorbie under an ISDA Credit Support Annex in the form of UK government bonds with a fair market value of at least $3.5 million. The common shares are held in escrow with Olympia Trust Company, and the parties have entered into a Sharing Agreement and Escrow Agreement. Under these terms, the subscription proceeds will be released to Angkor, the common shares released to Sorbie, and additional warrants issued to Sorbie in 24 equal monthly tranches starting 30 days from closing.
The Sharing Agreement introduces a performance-based element: Angkor’s economic interest at each monthly settlement is measured against a benchmark price of $0.3144. If the VWAP is below the benchmark, Angkor receives less than 100% of the monthly release amount on a pro-rata basis; if above, Angkor receives more than 100%, with no upper limit on additional proceeds. However, the maximum number of common shares Sorbie can receive each month is fixed. This means Angkor’s actual funding could fluctuate with its share price, potentially providing more capital if the stock performs well, but less if it underperforms.
Angkor also paid Sorbie a corporate finance fee of $210,000 through 840,000 common shares at $0.25 and 840,000 warrants exercisable at $0.32, both subject to escrow. Additionally, a finder’s fee was paid to an arm’s length party consisting of $175,000 cash payable in monthly tranches over 24 months and 700,000 finder warrants exercisable at $0.32, vesting equally over the same period. All warrants include an equity blocker preventing exercise if it would result in Sorbie owning more than 9.99% of issued and outstanding shares.
The financing provides Angkor with capital to advance its mineral and hydrocarbon projects in Cambodia and other strategic jurisdictions. The tiered release mechanism may reduce upfront dilution while tying proceeds to market performance, aligning the investor’s return with the company’s share price. For a junior explorer, such a structure could offer flexibility but also introduces uncertainty in cash flow. The full details of the financing are available in the original release on www.newmediawire.com, and more information about Angkor can be found at resources.com.
