Mr. John Hislop reports

XXL ENERGY CORP. ANNOUNCES A LOAN AGREEMENT WITH STANDARD ENERGY

Exxel Energy (USA) Inc., a wholly owned subsidiary of XXL Energy Corp., has entered into a promissory note dated June 1, 2024, with Standard Energy in the amount of $180,000 (U.S.). The loan is unsecured, has an interest rate of 15 per cent per annum and a maturity date of May 31, 2031. Standard Energy is wholly owned by John Hislop, the company's president and chief executive officer, a director, and a significant shareholder.

Proceeds of the loan will be used for general working capital.

The loan is a related party transaction as defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as Mr. Hislop is a control person, as such term is defined in the Securities Act (British Columbia), of the company and Standard Energy. The company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the company is not listed or quoted on a specified market (as defined in MI 61-101). Additionally, the company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(f) of MI 61-101 as the transaction is a loan to the company and the loan is not convertible, directly or indirectly, into any securities of the company, nor is any principal or interest due under the loan repayable, directly or indirectly, into equity or voting securities of the company.

About XXL Energy Corp.

XXL is an independent oil and gas exploration and development company focused on the greater Green River basin of Wyoming, the Piceance basin of Colorado and the Pinedale field of Wyoming.

We seek Safe Harbor.