File: '\\swfile\EmailIn\20251224 125058 Attachment TGX - Press Release re Settlement_PP v4.docx'

TGX ENERGY & RESOURCES INC.

Suite 1600, 409 Granville Street

Vancouver, BC, V6C 2T6

TGX announces Proposed Debt Settlement and Private Placement

Vancouver, BC - December 24, 2025, 2025 -TGX Energy & Resources Inc. (TSXV: TGX, the "Company") reports that the Company intends to complete a non-brokered private placement (the "Private Placement") of common shares ("Common Shares"). The Private Placement will be offered at a price of $0.11 per Common Share. The Private Placement is for aggregate gross proceeds of up to $550,000 and will consist of up to a total of 5,000,000 Common Shares.

All securities issued in connection with the Private Placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada. The Private Placement is subject to all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange (the "TSXV") pursuant to TSXV Policy 4.1 - Private Placements ("Policy 4.1"). The use of proceeds will be dedicated to general working capital with no specific use of proceeds representing 10% or more of the gross, nor will any proceeds be used for investor relations activities. In connection with the Private Placement, the Company may pay finder's fees or commissions to eligible finders in accordance with the policies of the TSXV, consisting of cash and/or non-transferable warrants, as applicable, subject to the approval of the TSXV.

Net proceeds of the Private Placement are expected to be utilized to conduct mineral exploration activities on the Company's rare earth project in the Yukon, updating technical reports, evaluating resource acquisition and investment opportunities (including oil & gas) and supplementing working capital.

None of the securities issued in the Private Placement will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such an offer, solicitation, or sale would be unlawful.

The Company is also pleased to announce that it intends to enter into debt settlement agreements (the "Settlement Agreements") with certain creditors (the "Creditors") to settle an aggregate of $2,000,000 in debt (the "Debt") accrued through loans provided by the Creditors to the Company and outstanding loans (the "Debt Settlement"). In settlement and full satisfaction of the Debt, the Company has agreed to issue to the Creditors an aggregate of 15,000,000 units of the Company (each, a "Debt Unit"). Each Debt Unit will consist of one Common Share and one common share purchase warrant (each, a "Debt Warrant"). Each Debt Warrant will be exercisable for a period of 36-months from issuance at a price of $0.15 per Debt Warrant. The Debt Warrants are also expected to include an acceleration provision, which is currently being negotiated between the Company and the Creditors. The Debt Warrants will also include an exercise blocker such that no holder of the Debt Warrants may exercise the Debt Warrants if it results in such holder holding more than 9.9% of the Company's issued and outstanding Common Shares.

All securities issued in connection with the Debt Settlement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada (the "Statutory Hold"), and an additional eight month hold period following the Statutory Hold. The Private Placement is subject to all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange pursuant to TSXV Policy 4.1 - Private Placements ("Policy 4.1").

None of the securities issued in the Debt Settlement will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such an offer, solicitation, or sale would be unlawful.

No new Insiders or Control Person, upon completion of the Debt Settlements and Private Placement.

This press release supersedes the press release of July 3, 2025.

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.