TGX announces Proposed Debt Settlement and Private Placement
TGX ENERGY & RESOURCES INC.
Suite 1600, 409 Granville Street
Vancouver, BC, V6C 2T6
TGX announces Proposed Debt Settlement and Private Placement
Vancouver, BC – February 4, 202 6, 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 Units ("Units"). The Private Placement will be offered at a price of $0.10 per
Unit. The Private Placement is for aggregate gross proceeds of up to $ 110,000 and will consist of up
to a total of 1,100,000 Units. Each Unit shall be comprised of one common share and one warrant
exercisable at $0.13 for 1 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 t o 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 and none
of the proceeds 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 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 bu y nor
shall there be any sale of the securities in any state where such an offer, solicitation, or sale would be
unlawful.
The Company reports that the debt settlement details announced by press release dated December
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
(the " Settlement Agreements") with certain creditors (the " Creditors") to settle an aggregate of
$478,702.60 in debt (the " Debt") accrued through loans provided by the Creditors to the Company
(the “Debt Settlement”). 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, a “ Debt Unit”). Each
Debt Unit will consist of one Common Share and one -half common share purchase warrant (each, a
“Debt Warrant”). Each Debt Warrant will be exercisable for a period of 24-months from issuance at a
price of $0.13 per Debt Warrant in first year and $0.20 in the second year. The Debt Warrants are also
expected to include an acceleration pro vision, 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 a day from the date of issuance in accordance with applicable securities legislation
in Canada (the “ Statutory Hold ”). The Private Placement and Debt Settle ment are 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 bu y 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 December 24, 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: [email protected]
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 st atements 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.