Mr. M. Bilal Bhamji reports

TGX ANNOUNCES PROPOSED DEBT SETTLEMENT AND PRIVATE PLACEMENT

TGX Energy & Resources Inc. intends to complete a non-brokered private placement of units. The private placement will be offered at a price of 10 cents per unit. The private placement is for aggregate gross proceeds of up to $120,000 and will consist of up to a total of 1.2 million units. Each unit shall be composed of one common share and one warrant exercisable at 13 cents for one year.

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 pursuant to TSX-V Policy 4.1 (Private Placements).

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 and gas), and supplementing working capital.

All previously announced private placements were abandoned.

The company reports that the debt settlement details announced by press release dated Dec. 24, 2025, and Feb. 4, 2026, have been revised.

The company now intends to enter into debt settlement agreements with certain creditors to settle an aggregate of $190,451.20 in debt accrued through geological consulting fees and expenses provided by the creditors to the company. In settlement and full satisfaction of the debt, the company has agreed to issue to the creditors an aggregate of 1,904,512 units of the company at a deemed price of 10 cents per debt unit. Each debt unit will consist of one common share and one-half of one common share purchase warrant. Each debt warrant will be exercisable to acquire a common share for a period of 12 months from issuance at a price of 13 cents per debt warrant.

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 private placement and debt settlement are subject to all necessary corporate and regulatory approvals, including approval of the TSX-V.

No new insiders or control persons will result from completion of the debt settlements and private placement.

We seek Safe Harbor.