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TGX.V ·

Subject to regulatory approval, TGX Energy & Resources

Permits & Approvals

TGX ENERGY &

RESOURCES INC.

Suite 1000, 409 Granville Street

Vancouver, BC, V6C 2T6

Capital Consolidation: Three Old for 1 New

For Immediate Release

Vancouver, BC – March 06, 2025 – Subject to regulatory approval, TGX Energy & Resources

Inc.'s board has resolved to consolidate the company's shares on a one-new-for-three-old basis

such that the current 33,577,353 will be consolidated into approximately 11,192,451 shares,

subject to rounding. The exact number of outstanding shares after the consolidation will vary

based on the elimination of fractional shares.

The consolidation is subject to approval by the TSX Venture Exchange. The primary reason for

the consolidation is that the company believes a higher share price may broaden TGX's appeal

to a larger range of investors. The company's name and trading symbols will remain unchanged.

If the consolidation is accepted by the Exchange, the company's shares will commence trading

on a post -consolidated basis on a date to be determined in consultation with the exchange,

which date will be announced in a subsequent news release. Upon completi on of the

consolidation, a letter of transmittal will be sent by mail to registered shareholders advising that

the consolidation has taken effect and instructing registered shareholders to take action to

exchange their share certificates. The letter of tra nsmittal will contain instructions on how

registered shareholders can exchange their share certificates. Beneficial shareholders who hold

their shares through a broker or other intermediary and do not have shares registered in their

own names will not be required to take any action to exchange their share certificates.

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", "exp ects", "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 e ffect 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, t he 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 p rove 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 o therwise, except as required by securities

laws.