File: Attachment XXL - 2025-07-18 - Announces Loan Agreement with Standard Energy.pdf

RPO Box 60610 Granville Park Vancouver, British Columbia Canada V6H 4B9 tel: (604) 331-3396 fax: (604) 688-4712

XXL ENERGY CORP. ANNOUNCES A LOAN AGREEMENT WITH STANDARD ENERGY

Vancouver, B.C. July 18, 2025 XXL Energy Corp. (the "Company" or "XXL") (TSX-V: "XL") announces that Exxel Energy (USA) Inc., a wholly owned subsidiary of the Company, entered into a Promissory Note dated June 1, 2024 with Standard Energy in the amount of US$180,000 (the "Loan"). The Loan is unsecured, has an interest rate of 15% per annum and a maturity date of May 31, 2031. Standard Energy is wholly owned by John Hislop, the Company's President, CEO, director and 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 ("MI 61-101") as John 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 in the Greater Green River Basin of Wyoming, the Piceance Basin of Colorado, and Pinedale Field of Wyoming.

For further information, please contact:

John R. Hislop, Director Tel: (604) 331-3396 NEITHER THE TSX VENTURE EXCHANGE INC. NOR ITS REGULATION SERVICE PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE INC.) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

Forward-Looking Statements

This news release contains forwardlooking statements, which include any information that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future. Forward looking statements in this news release include statements regarding the maturity date and repayment of the Loan and the anticipated use of proceeds.

These statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed, implied by or projected in the forwardlooking information or statements. Important factors that could cause actual results to differ from these forwardlooking statements include, but are not limited to: risks associated with the business of the Company, including, without limitation, the oil and gas exploration industry; geopolitical risk and social unrest; changes in general economic conditions or conditions in the financial markets; and economic, competitive, governmental, environmental and technological factors which may affect the Company's operations.

Except as required by law, the Company does not intend to revise or update these forwardlooking statements after the date of this release or to revise them to reflect the occurrence of future unanticipated events.