XL TechGroup, Inc.

('XL TechGroup' or 'the Company')

Fairness opinion 

XL TechGroup (AIM: XLT) advises that, further to the announcement dated 30 July 2008 concerning two Special Meetings of Stockholders, the independent fairness opinion in relation to the Restructuring Proposal to be voted on at the 8 August 2008 Special Meeting of Stockholders has been received.  

The fairness opinion, which has been based on an analysis of each of the assets to be transferred, taking into consideration, amongst other things, the maturity of the assets, estimated cost-to-complete commercialization, and the potential value opportunity, all appropriately risk adjusted, has concluded that the Restructuring Proposal is fair to XL TechGroup and its stockholders.  The Special Meetings of Stockholders will therefore proceed as scheduled, with the first one (meeting A) to start at 9.00am Florida time on 8 August 2008, and the second one (meeting B) to start at 11.00am Florida time on 29 August 2008.  

In case any stockholder has not received the circular and the proxies, these can be seen and downloaded from the Company's website under Shareholder Information in the Investor Relations section (www.xltechgroup.com/html/investor/shareholder_profile.asp).  

The proxy in relation to the Special Meeting of Stockholders on 8 August 2008 (meeting A) should be completed, signed and sent to XL TechGroup's Company Secretary, to be received by no later than 9.00am Florida time on 8 August 2008.  The proxy in relation to the Special Meeting of Stockholders on 29 August 2008 (meeting B) should be completed, signed and sent to XL TechGroup's Company Secretary, to be received by no later than 11.00am Florida time on 29 August 2008.  

Proxies can be returned by mail to The Company Secretary, XL TechGroup, Inc., 1901 S. Harbor City Blvd., Suite 300, Melbourne, Florida 32901, USA or, to expedite matters, by fax for the attention of the XL TechGroup Company Secretary to +1 321 723 7047.

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