Corporate Data

FORM 51-102F3 MATERIAL CHANGE REPORT Item 1

Name and Address of Company

ANGKOR GOLD CORP. (the “Corporation” or “Angkor”) Box 153 Sexsmith, Alberta T0H3C0 Telephone No: 778-370-1372 Item 2

Date of Material Change

January 10, 2016 Item 3

News Released January 12, 2016 to the TSX Venture Exchange as well as through the Newswire dissemination services and subsequently filed on SEDAR with the securities commissions of British Columbia and Alberta.

Item 4

Summary of Material Change(s)

The Corporation announced that it has entered into a definitive joint-venture agreement (“JV agreement”) with Mesco Gold (Cambodia) Ltd. (“MESCO”) on its Oyadao North Concession, Ratanakiri Province, Cambodia. Item 5

Full Description of Material Change See schedule attached – press release on January 12, 2016

5.1

Disclosure for Restructuring Transactions

Not applicable. Item 6

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

Not applicable. Item 7

Omitted Information

Not applicable. Item 8

Executive Officer

Mike Weeks, President Telephone: (780)568-3801 Email: [email protected] Item 9

Date of Report

DATED as of January 14, 2016 The foregoing accurately discloses the material change referred to in this report.

SCHEDULE 1

ANGKOR GOLD CORP. SIGNS JOINT-VENTURE AGREEMENT WITH MESCO GOLD LTD. ON OYADAO NORTH LICENSE GRANDE PRAIRIE, ALBERTA (January 12, 2016): ANGKOR GOLD CORP. (TSXV: ANK) (“ANGKOR”) is pleased to announce that it has entered into a definitive joint-venture agreement (“JV agreement”) with Mesco Gold (Cambodia) Ltd. (“MESCO”) on its Oyadao North Concession, Ratanakiri Province, Cambodia. The new agreement is the second between ANGKOR and MESCO. It expands mineral rights for MESCO revises an already existing net smelter royalty (NSR) that ANGKOR holds on MESCO’s Phum Syarung Gold Mine; and allows ANGKOR to focus on its core prospects. The JV Agreement adds to MESCO’s current land holdings in the region which includes the soon-to-beoperating Phum Syarung Gold Mine that is scheduled to begin mining in 2016. “MESCO is very close to receiving final approval for their operations at Phum Syarung Gold Mine, and this deal enhances their ability to continue to explore and expand their operations well into the future, which bodes well for all parties involved,” commented Mike Weeks, CEO of ANGKOR. MESCO is incorporated under the laws of the Kingdom of Cambodia and is affiliated with Mesco Steel Ltd., a leading vertically-integrated iron and steel producer based in India that has successfully diversified its operations into other raw materials and commodities, including mining. Highlights:    

The JV Agreement on the Oyadao North Concession provides MESCO with the rights to explore the entire licence for minerals and, if deemed warranted, bringing a portion into commercial production by establishing and operating a mine. MESCO agrees to spend US$1,250,000.00 on exploration. ANGKOR will maintain a 15% free-carried interest on the Oyadao North license without incurring any financial obligations related to the maintenance of the licence and future exploration/mining programs. Under the JV agreement, ANGKOR and MESCO have renegotiated the existing net smelter royalty (NSR) agreement on the Phum Syarung minesuch that the new NSR for gold will be at 2.0% while the price of gold is less than US$1,000.00 and will increase 0.25% for every $50.00 that the gold price exceeds $1,000.00 to a maximum of 7.5%. For all other minerals, a 7.5% NSR will be paid.

“ANGKOR will focus on its core prospects - Halo, Okalla West, Koan Nheak, and CW - for the current work season, and today’s announcement ensures that the Oyadao North license continues to be explored by a world-class team,” stated John-Paul Dau, VP of Operations. He continued, “Our business model for Cambodia continues to be based on the identification and development of mineable assets through joint ventures agreements with a strong NSR and carried interest attached. Today’s transaction furthers those plans towards building long-term shareholder value.”

ANGKOR’s 2016 work program has a primary focus on Okalla West, Halo and Koan Nheak. “Our early results out of Okalla West have been very promising and we are awaiting test results and interpretations from our recent termite-mound in-fill survey,” said Dau. “And the positive copper mineralization in our soil and rock sampling programs in Halo, with results of over one percent copper from intrusive rocks exposed at surface, are key contributors to our attracting international attention from a number of global players who are especially focused on base metals. We have hosted numerous site visits with these potential partners, with the intention of bringing the right one to the table with the technical and financial power to prove out what our team already believes to be a very large porphyry system.” The QP for this release, which he wrote and approved, is Kurtis Dunstone, BSc Geology, Exploration, Senior Project Manager for ANGKOR. Mr. Dunstone has over fifteen years of post-graduate global exploration and mining experience across Australia, Canada, Papua New Guinea and Cambodia. Including precious, base metals and uranium exploration in multiple mineralization systems encompassing, granite-greenstone, orogenic, porphyry and unconformity systems, with discoveries in gold, nickel and uranium; and is a current member of the Australian Institute of Geoscientists. ANGKOR’s seven exploration licences in the Kingdom of Cambodia cover 1,448 km2, which the company has been actively exploring over the past 6 years. The company has now covered all tenements with stream sediment geochemical sampling; the company has flown low level aeromagnetic surveys over most of the ground; drilled 21,855 metres of NQ core in 190 holes; and has collected in excess of 110,000 termite mound, and ‘B’ and ‘C’ zone soil samples in over 20 centres of interest over a combined area of over 140km2, in addition to numerous trenches and detailed geological field mapping. Exploration on all tenements is ongoing. ANGKOR GOLD CORP. ANGKOR Gold Corp. is a public company listed on the TSX-Venture Exchange, is Cambodia's premier gold explorer with a significantly large land package and a first-mover advantage with excellent relationships at all levels of Government (local to national). FOR FURTHER INFORMATION PLEASE CONTACT: ANGKOR GOLD CORP. Stephen Burega, VP of Corporate Development Telephone: (647) 515-3734 Email: [email protected] THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.