Mr. John Hislop reports

XXL ENERGY CORP. ANNOUNCES RENEWAL AND AMENDMENT OF LOAN AGREEMENT WITH HISLOP

On Jan. 31, 2025, XXL Energy Corp. renewed an existing loan from John R. Hislop in the amount of $1.5-million. The principal amount of the loan bears interest at a rate of 15 per cent per annum and matures on the earlier of: (i) Jan. 31, 2032; and (ii) 10 business days following delivery of demand for repayment of the loan. The original loan agreement was entered into by the company and Hislop on Feb. 8, 2010, and subsequently renewed on Jan. 31, 2013, Jan. 31, 2018, and Jan. 31, 2025.

On Jan. 1, 2026, the renewed loan dated Jan. 31, 2025, was amended to clarify certain wording for classification purposes and to terminate any security interest respecting the loan that was previously granted by the company. The amended loan replaces and supersedes the loan agreements with Mr. Hislop. Mr. Hislop is the company's president, chief executive officer and director and a significant shareholder.

Each of the renewed loan and the amended 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. The company relied on the exemption contained in Section 5.5(b) of MI 61-101 from the formal valuation requirement in Section 5.4 of MI 61-101 as the company was not listed or quoted on a specified market (as defined in MI 61-101) at the time of each of the renewed loan and the amended loan. Additionally, the company relied on the exemption contained in Section 5.7(1)(f) of MI 61-101 from the minority shareholder approval requirement in Section 5.6 of MI 61-101 as each of the renewed loan and the amended loan 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 the Pinedale field of Wyoming.

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