Xxl Energy Corp.TSXV: XL

Company Closes Remainder of Private Placement

· Issued by Xxl Energy Corp.
(TSXV Symbol: EXX)

VANCOUVER, May 5 /CNW Telbec/ - The Company has now closed on the
remaining 1,000,000 units, at $3.00 per unit, of the 5,000,000 unit private
placement referred to in the Company's news release of April 25, 2006. Each
unit comprises one common share and one share purchase warrant. Four warrants
are required to purchase one additional common share at a price of $3.75,
during the exercise period and upon the other terms and conditions as
originally announced. The warrants contain a "forced exercise" provision that
provides that if at any time after September 5, 2006, the shares of the
Company close at a price of at least $6.00 for ten consecutive trading days
then, subject to the Company providing notice of the event, the warrants will
be exercisable only for a period of 15 business days following the tenth such
trading day.
The Company has paid $187,500 in cash and issued additional share
purchase warrants to a member firm of the TSX Venture Exchange that acted as
finder in connection with the transaction. The warrants entitle the finder to
purchase 30,000 common shares of the Company at a price of $3.00 per share
during the same exercise period and upon the same terms and conditions as the
warrants comprised in the private placement units.
The common shares and warrants referred to in the foregoing, and any
shares issued pursuant to the exercise of the share purchase warrants, are
subject to a four month hold period under applicable securities laws, and
imposed by the TSX Venture Exchange, expiring September 5, 2006.

For further information concerning this announcement, please contact Neil
Murray-Lyon or Christine Stewart of Renmark Financial Communications Inc. at
(514) 939-3989.

The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.