TGX Energy & Resources Inc. announces Proposed Debt Settlement and Private Placement
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TGX ENERGY & RESOURCES INC.
Suite 1600, 409 Granville Street
Vancouver, BC, V6C 2T6
TGX Energy & Resources Inc. announces Proposed Debt Settlement and Private Placement
For Immediate Release
Vancouver, BC – July 03, 2025 –TGX Energy & Resources Inc. (TSXV: TGX, the "Company”) reports details on Proposed
Debt Settlement and Private Placement.
Debt Settlement
The Company announces it intends to settle debt totaling approximately $7,250,000 owed to certain creditors of the
Company in consideration for the issuance of an aggregate 2,000,000 common shares in the capital of the Company and
56,000,000 units of the Company at a deemed price of 12.5 cents per debt settlement unit and debt share.
Each debt settlement unit will consist of one debt share and one transferable common share purchase warrant, with
each debt settlement warrant exercisable to purchase one additional common share of the Company at an exercise price
of 15 cents per debt settlement warrant share for a period of three years from the date of closing of the debt settlement.
The securities issued under the debt settlement will be subject to a statutory hold period expiring four months and one
day from the date of issuance. Closing of the debt settlement is subject to approval of the TSX-V.
Certain related parties to the Company may participate in the debt settlement for up to 2,000,000 debt shares and such
participation may constitute a related party transaction under Multilateral Instrument 61-101, Protection of Minority
Security Holders in Special Transactions. Pursuant to the policies of the TSX-V, any related party to the Company shall
receive debt settlement shares only and no debt settlement warrants. The Company intends to rely on exemptions from
the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI
61-101 on the basis that participation in the debt settlement by insiders will not exceed 25 per cent of the fair market
value of the Company's market capitalization.
Private Placement
Subject to regulatory approval, the Company intends to issue up to 4,000,000 Units at $0.125 per Unit for gross proceeds
of $500,000. Each Unit shall be comprised of one common share and one warrant. Each warrant shall be exercisable to
acquire and additional common share at $0.15 for a period of three years. Finders’ fees may be payable in accordance
with TSXV policies. Net proceeds shall be utilized to retire debt, conduct mineral exploration activities, evaluate resource
acquisition/investment opportunities (including oil & gas) and supplement working capital. The securities issued under
the private placement will be subject to a statutory hold period expiring four months and one day from the date of
issuance. Closing of the private placement is subject to approval of the TSX-V.
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.
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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.