Mr. M. Bilal Bhamji reports

TGX ENERGY & RESOURCES INC. ANNOUNCES PROPOSED DEBT SETTLEMENT AND PRIVATE PLACEMENT

TGX Energy & Resources Inc. has provided details on proposed debt settlement and private placement.

Debt settlement

The company announces it intends to settle debt totalling approximately $7.25-million owed to certain creditors of the company in consideration for the issuance of an aggregate two million common shares in the capital of the company and 56 million units of the company at a deemed price of 12.5 cents per debt settlement unit and debt share.

Each debt settlement unit will consist of one debt share and one transferable common share purchase warrant, with each debt settlement warrant exercisable to purchase one additional common share of the company at an exercise price of 15 cents per debt settlement warrant share for a period of three years from the date of closing of the debt settlement. The securities issued under the debt settlement will be subject to a statutory hold period expiring four months and one day from the date of issuance. Closing of the debt settlement is subject to approval of the TSX Venture Exchange.

Certain related parties to the company may participate in the debt settlement for up to two million debt shares and such participation may constitute a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Pursuant to the policies of the TSX-V, any related party to the company shall receive debt settlement shares only and no debt settlement warrants. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the debt settlement by insiders will not exceed 25 per cent of the fair market value of the company's market capitalization.

Private placement

Subject to regulatory approval, the company intends to issue up to four million units at 12.5 cents per unit for gross proceeds of $500,000. Each unit shall comprise one common share and one warrant. Each warrant shall be exercisable to acquire an additional common share at 15 cents for a period of three years. Finders' fees may be payable in accordance with TSX-V policies. Net proceeds shall be utilized to retire debt, conduct mineral exploration activities, evaluate resource acquisition/investment opportunities (including oil and gas) and supplement working capital. The securities issued under the private placement will be subject to a statutory hold period expiring four months and one day from the date of issuance. Closing of the private placement is subject to approval of the TSX-V.

We seek Safe Harbor.