File: '\\swfile\EmailIn\20250703 113002 Attachment TGX Press Release July 3 2025.doc'

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TGX ENERGY & RESOURCES INC.

Suite 1600, 409 Granville Street Vancouver, BC, V6C 2T6

TGX Energy & Resources Inc. announces Proposed Debt Settlement and Private Placement

For Immediate Release

Vancouver, BC - July 03, 2025 -TGX Energy & Resources Inc. (TSXV: TGX, the "Company") reports details on Proposed Debt Settlement and Private Placement.

Debt Settlement

The Company announces it intends to settle debt totaling approximately $7,250,000 owed to certain creditors of the Company in consideration for the issuance of an aggregate 2,000,000 common shares in the capital of the Company and 56,000,000 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-V.

Certain related parties to the Company may participate in the debt settlement for up to 2,000,000 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 4,000,000 Units at $0.125 per Unit for gross proceeds of $500,000. Each Unit shall be comprised of one common share and one warrant. Each warrant shall be exercisable to acquire and additional common share at $0.15 for a period of three years. Finders' fees may be payable in accordance with TSXV policies. Net proceeds shall be utilized to retire debt, conduct mineral exploration activities, evaluate resource acquisition/investment opportunities (including oil & 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.

On behalf of the Board of Directors of TGX Energy & Resources Inc.

"M. Bilal Bhamji" (signed)

M. Bilal Bhamji CEO and Director For further information, contact: Email: tgxEnergyandRes@gmail.com

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

Forward Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding future financial position, business strategy, use of proceeds, corporate vision, proposed acquisitions, partnerships, joint-ventures and strategic alliances and co-operations, budgets, cost and plans and objectives of or involving the Company. Such forward-looking information reflects management's current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. A number of known and unknown risks, uncertainties and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company including, but not limited to, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws.