Exxel Energy Corp.
TSX VENTURE : EXX

Exxel Energy Corp.

July 11, 2007 17:14 ET

Exxel Energy Corp. Announces $30 Million Private Placement

HOUSTON, TEXAS--(Marketwire - July 11, 2007) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Exxel Energy Corp. (TSX VENTURE:EXX) (the "Company") is pleased to announce that it has engaged Desjardins Securities Inc. (the "Agent") as financial advisor to assist the Company in raising up to CDN$30,000,000 through a brokered private placement (the "Offering"). The proposed Offering will consist of units, with each unit consisting of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share of the Company for a period of twenty-four months from the closing of the Offering. The offering price for the units (the "Issue Price") and the exercise price of the warrants will be determined in the context of the market.

The Company has agreed to pay the Agent a cash fee of 5.0% of the gross proceeds raised by them as well as issue to the Agents, warrants entitling them to purchase that number of common shares of the Company that is equal to 3.0% of the number of units sold pursuant to the Offering, exercisable for a period of twelve months from the closing date at the Issue Price. This financing transaction is subject to all necessary regulatory approvals and all securities issued will be subject to a 4 month hold period. In addition, the Company has agreed to pay the Agent an advisory fee of 0.5% of the gross proceeds in connection with the recent potential acquisition contemplated by the LOI announced July 11, 2007 (the "Acquisition").

Proceeds raised from the Offering will be used to complete the the Acquisition, for drilling and completion costs on the Company's existing properties, and for general working capital. The Offering may not be completed, or may be completed for lesser proceeds, should the Acquisition not be completed.

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 Exxel Energy Corp.

Exxel, headquartered in Houston, is an independent oil and gas exploration and development company focused in the Columbia River Basin of Washington, the Piceance Basin of Colorado, the Great Basin of Nevada, the Greater Green River Basin of Wyoming and the Williston Basin of North Dakota. The company currently has interests in approximately 350,000 net acres in the Columbia River Basin of Washington, approximately 4,500 net acres in the Piceance Basin of Colorado, approximately 200,000 net acres in the Great Basin in Nevada, approximately 31,800 net acres in the Greater Green River Basin in Wyoming and 10,400 net acres in the Williston Basin in 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.

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

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