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 common shares. The private placement will be offered at a price of 11 cents 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 five million common shares.

All securities issued in connection with the private placement will be subject to a statutory hold period of four months plus one 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. The use of proceeds will be dedicated to general working capital with no specific use of proceeds representing 10 per cent 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 TSX-V, consisting of cash and/or non-transferable warrants, as applicable, subject to the approval of the TSX-V.

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

The company is also pleased to announce that it intends to enter into debt settlement agreements with certain creditors to settle an aggregate of $2-million in debt accrued through loans provided by the creditors to the company and outstanding loans. In settlement and full satisfaction of the debt, the company has agreed to issue to the creditors an aggregate of 15 million units of the company. Each debt unit will consist of one common share and one common share purchase warrant. Each debt warrant will be exercisable for a period of 36 months from issuance at a price of 15 cents 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 per cent 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 one day from the date of issuance in accordance with applicable securities legislation in Canada 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-V pursuant to TSX-V Policy 4.1, Private Placements.

We seek Safe Harbor.