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XL TechGroup, Inc. (XLT)

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Thursday 21 February, 2008

XL TechGroup, Inc.

AgCert related transactions

XL TechGroup, Inc.
21 February 2008


Press Release                                                   21 February 2008

                               XL TechGroup, Inc.
                       ('XL TechGroup' or 'the Company')

            XL TechGroup enters into loan note agreement with Laurus
        and receives US$9.9 million cash in AgCert related transactions


XL TechGroup (AIM: XLT), the creator of companies that solve identified, global
unmet market needs, advises that in order to facilitate negotiations between
AgCert International plc ('AgCert') and its creditors, it has entered into a
loan note agreement with Laurus Master Fund Ltd. ('Laurus') under which XL
TechGroup has agreed to pay US$17.8 million plus interest to Laurus in May 2009.
  In return, XL TechGroup has received US$9.9 million in cash from one of
AgCert's creditors.  The new loan note carries a current interest rate of 10%
and, consistent with previous borrowings from Laurus, is secured against the
general assets of XL TechGroup.

The effect of this agreement has been to remove a matching amount of debt owed
to Laurus by AgCert from the latter's balance sheet, to add US$9.9 million in
cash to XL TechGroup's balance sheet (in addition to the US$11.4 million cash
that the Company started 2008 with), and to leave XL TechGroup with a balancing
US$7.9 million participation right from an AgCert creditor under the original
debt owed by AgCert, which remains secured.  XL TechGroup's previous commitment
to provide a loan of up to €5 million to AgCert in the second quarter of 2008 no
longer exists and has been replaced by the secured participation right for a
similar amount.

The intent of this agreement was to simplify AgCert's relationships with its
senior creditors, resulting in AgCert having only one secured creditor, thereby
enabling AgCert to attempt to negotiate directly with its other creditors and
customers.  However, despite extensive negotiations, AgCert has been unable to
reach agreement with all its creditors and customers regarding the renegotiation
of contracts, and has today proposed to file a petition for examinership in
Ireland.  This entails a process whereby AgCert is put under the protection of
the High Court in Ireland with a view to allowing a court appointed examiner to
formulate and put forward for approval a scheme of arrangement with its
creditors and members.  The objective in petitioning for examinership is to
address AgCert's obligations while maintaining an ongoing business.  This action
by AgCert has no impact on any XL TechGroup borrowing covenants.

John Scott, CEO of XL TechGroup, commented: 'We directly involved ourselves in
AgCert's negotiations with its creditors at the end of 2007, with the single aim
of looking to maximise value for all of AgCert's shareholders.  It is therefore
disappointing that they have not yet reached an agreement with all their
creditors and customers.  However, there is now only one secured creditor and
this gives us reason to continue to be optimistic that an AgCert business with
value will be preserved, whether through the examinership process or otherwise.'


                                    - Ends -


For further information:
 XL TechGroup Inc.
 John Scott / Harold Gubnitsky                              Tel: +1 321 409 7403
 [email protected]
 Chris Munden, Director of Investor Relations          Tel: +44 (0) 20 7398 7720
 [email protected]                                            www.xltechgroup.com

 Nomura Code Securities
 Chris Collins, Corporate Finance                      Tel: +44 (0) 20 7776 1200
 Richard Potts, Corporate Finance                             www.nomuracode.com

 XL TechGroup media enquiries:
 Abchurch Communications
 Heather Salmond / Gareth Mead                         Tel: +44 (0) 20 7398 7700
 [email protected]                       www.abchurch-group.com


NOTES TO EDITORS


About XL TechGroup

XL TechGroup is in the business of significant value creation.  Working with
major international corporate and technology partners such as Procter & Gamble
and leading universities, XL TechGroup first identifies global unmet market
needs and then targets and exploits these by the systematic creation of
successful, disruptive technology businesses.  These new companies are built
from scratch, and are then managed, developed and funded by XL TechGroup through
to the point of a trade sale or a stock market listing.



XL TechGroup's unique and proven methodology selects the best opportunities in
order to create one-to-two new companies annually, where each company is
expected to achieve a realisable valuation of at least US$400 million within
four years from its creation.  It is XL TechGroup's aim to deliver significant
shareholder distributions at the final exit from each company or from other
liquidity events.



XL TechGroup's companies to date are:

•         PetroAlgae LLC (www.petroalgae.com)

•         TyraTech Inc. (AIM: TYR, www.tyratech.com)

•         DxTech LLC (www.dxtech.com)

•         QuoNova LLC (www.quonova.com)

•         AgCert International plc (LSE: AGC, www.agcert.com)



XL TechGroup has also established GenXL LLC as a joint venture to capture the
value of those prospects that do not fully meet XL TechGroup's US$400 million,
four year criteria but still demonstrate considerable potential worth.  Over and
above XL TechGroup's core business model, GenXL is reviewing a significant flow
of opportunities from both XL TechGroup and GEN3 in order to generate new
companies, standalone product lines and technology licensing opportunities or an
appropriate mix of these.



For further information, see www.xltechgroup.com.






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