XL XXL Energy Corp

XXL Energy Corp. (TSX VENTURE:XL) - 

NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION TO THE UNITED
STATES


Private Placement of Units

XXL Energy Corp. (the "Company") is pleased to announce a proposed non-brokered
private placement offering (the "Offering") of up to 2,000,000 units (the
"Units") at a price of $1.50 per Unit for aggregate gross proceeds of
$3,000,000. Each Unit will consist of one common share and one common share
purchase warrant. Each warrant will entitle the holder to purchase one
additional common share of the Company for a period of 5 years from the closing
of the Offering at a price of $1.62 (the closing price of the common shares of
the Company on July 17, 2008). Certain insiders of the Company have agreed to
subscribe for approximately 1,300,000 Units while approximately 700,000 Units
will be subscribed by arm's length party.


The completion of the Offering is subject to receipt of all necessary regulatory
approvals and all securities issued will be subject to a 4 month hold period.


Proceeds raised from the Offering will be used for drilling and completion costs
on the Company's existing properties, and for general working capital.


$7,500,000 Loan from Q Investments Ltd.

The Company also announces that it proposes to enter into a secured loan
pursuant to which the Company will borrow $7,500,000 (the "Q Loan") from Q
Investments Ltd. ("Q") (TSX VENTURE:QI), a related party of the Company. The Q
Loan will be advanced as follows: (a) $1,500,000 shall be payable to the Company
in cash; and (b) $6,000,000 shall be payable in such number of common shares of
Bucking Horse Energy Inc. ("Bucking Horse") as is equal to $6,000,000 based on a
price of $7.50 per common shares of Bucking Horse (i.e. 800,000 common shares).
The Q Loan will be secured and evidenced by a secured debenture issued by the
Company (the "Q Debenture") granting Q a charge over the Company's assets.


In accordance with the terms of the Q Debenture, Q will lend the Company
$7,500,000 for a term of up to 5 years. The Q Debenture will bear interest of
10% per annum, but shall increase to 15% per annum should shareholders' approval
to the conversion of the Q Debenture into a convertible debenture not be
obtained as discussed below. Interest on the Q Debenture shall be paid monthly
in cash or, at the election of the Company, in common shares of the Company at
prevailing market prices.


If and when disinterested shareholder approval is obtained at the Company's
upcoming annual and special shareholders meeting (the "Meeting"), the Q
Debenture will be converted to a secured convertible debenture in the aggregate
principal amount of any accrued interest and principal (the "Q Convertible
Debenture"). The Q Convertible Debenture will be convertible into units of the
Company (the "Q Units"). Each Q Unit will consist of one common share of the
Company and one common share purchase warrant (the "Q Debenture Warrant"). The Q
Debenture will provide for conversion into Q Units at the following prices: (i)
during the first two years, at $1.62 per Q Unit; (ii) during the third year, at
$1.78 per Q Unit; (iii) during the fourth year, at $1.96 per Q Unit; and (iv)
during the fifth year, at $2.16 per Q Unit. The Q Debenture Warrants will be
exercisable into common shares of the Company for a period of 5 years from the
date of the conversion of the Q Convertible Debenture or the date that the
conversion right under the Q Convertible Debenture expires (whichever is the
earlier) at a price that is not less than the applicable conversion price of the
Q Convertible Debenture.


The entering into the Q Loan and the terms of the Q Debenture were approved by
those directors of XXL who are independent of Q.


The issuance of the Q Convertible Debenture is subject to regulatory approval
and receipt of disinterested shareholder approval to be obtained at the Meeting.


Conversion of Giant Promissory Note into a Convertible Debenture of the Company

On June 23, 2008, the Company announced that it had entered into a loan pursuant
to which it borrowed up to $1,000,000 from Giant Energy Ltd. ("Giant"). The loan
is unsecured and evidenced by a short-term promissory note (the "Giant
Promissory Note").


If and when disinterested shareholder approval is granted at the Company's
upcoming Meeting, the Giant Promissory Note will be converted into a convertible
debenture in the aggregate principal amount of all accrued interest and
principal (the "Giant Debenture"). The terms and provisions of the Giant
Debenture will be identical to the terms of the Q Convertible Debenture
discussed above.


The issuance of the Giant Debenture is subject to regulatory approval and
receipt of disinterested shareholder approval to be obtained at the Meeting.


Repricing of Options

The Company also reports that it will be seeking disinterested shareholder
approval at the Company's upcoming Meeting for the amendment of the exercise
price of 781,751 previously granted stock options under the Company's stock
option plan (the "SOP") to $1.62 (the "Repricing"). The Repricing is subject to
obtaining disinterested shareholder approval at the Meeting and all other
necessary regulatory approvals.


Grant of Additional Stock Options

The Company also announced today that it has granted incentive stock options
under its SOP to purchase an aggregate of 247,569 common shares of the Company
to a number of recipients, including directors, officers, employees and
consultants. The options have an exercise price of $1.62 per share and a term of
5 years.


In addition, the Company has conditionally granted an additional 366,180
incentive stock options of the Company to a number of recipients, including
directors, officers, employees and consultants. This grant is subject to: (i)
the closing of the Offering; (ii) receipt of all regulatory approvals; and (iii)
receipt of disinterested shareholder approval at the Meeting of an increase in
the fixed cap of the number of options that may be outstanding under the SOP.
None of the 373,166 incentive stock options granted conditionally will be
exercisable prior to all conditions to exercise being fulfilled. The options
have an exercise price of $1.62 per share and a term of 5 years.


The Company intends to hold the Meeting as soon as possible, the date of which
will likely be late August or early September.


This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state laws or an exemption from
such registration is available. Any public offering of securities to be made in
the United States will be made by means of a prospectus that may be obtained
from the issuer or the selling securityholder and that will contain detailed
information about the company and management, as well as financial statements.


About XXL Energy Corp.

XXL, headquartered in Houston, is an independent oil and gas exploration and
development company focused in the Greater Green River Basin of Wyoming, the
Columbia River Basin of Washington, the Piceance Basin of Colorado, the Great
Basin of Nevada, and the Williston Basin of North Dakota.


In the interests of providing Company shareholders and potential investors with
information regarding the Company, including the Company's assessment of its and
its subsidiaries' future plans and operations, certain statements included in
this press release may constitute forward-looking information or forward-looking
statements (collectively, "forward-looking statements"). All statements
contained herein that are not clearly historical in nature are forward-looking,
and the words "anticipate", "believe", "expect", "estimate" and similar
expressions are generally intended to identify forward-looking statements.
Similarly, forward-looking statements in this press release include, but are not
limited to anticipated developments of the Company's drilling project in and the
timing thereof, the Company's drilling project in and the timing thereof,
capital investment levels and the allocation thereof, pipeline capacity,
government royalty rates, reserve and resources estimates, the level of
expenditures for compliance with environmental regulations, site restoration
costs including abandonment and reclamation costs, exploration plans,
acquisition and disposition plans including farmout plans, net cash flows,
geographic expansion and plans for seismic surveys. In addition, please note
that statements relating to "reserves" or "resources" are deemed to be
forward-looking statements, as they involve the implied assessment, based on
certain estimates and assumptions, that the reserves and resources described can
be profitably produced in the future. Such statements represent the Company's
internal projections, estimates or beliefs concerning, among other things, an
outlook on the estimated amounts and timing of capital expenditures, anticipated
future debt levels and incentive fees or revenues or other expectations,
beliefs, plans, objectives, assumptions, intentions or statements about future
events or performance.

These statements are only predictions. Actual events or results may differ
materially. Although the Company believes that the expectations reflected in the
forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance or achievement since such expectations are
inherently subject to significant business, economic, competitive, political and
social uncertainties and contingencies. Many factors could cause the Company's
actual results to differ materially from those expressed or implied in any
forward-looking statements made by, or on behalf of, the Company and the
foregoing list of important factors is not exhaustive. These forward-looking
statements are made as of the date hereof disclaims any intent or obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or results or otherwise. Company shareholders and
potential investors should carefully consider the information contained in the
Company's filings with Canadian securities administrators at www.sedar.com
before making investment decisions with regard to the Company.

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