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 $110,000 and will consist of up to a total of 1.1 million units. Each unit shall comprise one common share and one warrant exercisable at 13 cents for one year. All proceeds of this placement have been received as it is fully subscribed.

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. The use of proceeds will be dedicated to general working capital and none of the proceeds will be used for investor relations activities. 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 reports that the debt settlement details announced by press release dated Dec. 24, 2025, have been revised to be 4,787,026 units to settle an aggregate of $478,702.60 of debt.

The company is also pleased to announce that it intends to enter into debt settlement agreements with certain creditors to settle an aggregate of $478,702.60 in debt accrued through loans 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 4,787,026 units of the company. Each debt unit will consist of one common share and one-half common share purchase warrant. Each debt warrant will be exercisable for a period of 24 months from issuance at a price of 13 cents per debt warrant in first year and 20 cents in the second year. The debt warrants are also expected to include an acceleration provision, which is currently being negotiated between the company and the creditors.

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. The private placement and debt settlement are subject to all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange pursuant to TSX-V Policy 4.1, Private Placements.

No new insiders or control person are expected upon completion of the debt settlements and private placement.

We seek Safe Harbor.