XGN.H Xgen Ventures Inc.

The Board of Directors of XGEN Ventures Inc. (the "Company" or "XGEN") (NEX
BOARD:XGN.H) announces the completion of a review initiated by the TSX-V in
December 2008 which lead to the halting of the Company's shares on January 30,
2009. The Company has cooperated with the TSX-V during the course of its review
which identified a number of cases where the Company had not complied with the
TSX-V requirements. As a result of the review, the Company has been placed on
Notice to Comply with Exchange Requirements. Any further violations of Exchange
Requirements may result in a review being commenced and applicable further
action being initiated by the Exchange against the Company and its management,
directors and officers.


The specific cases of non-compliance identified during the review are outlined
below along with the actions taken by the Company to remedy these deficiencies:


1. The Company had been in default of holding an Annual General Meeting ("AGM")
in compliance with Exchange Policies as the Company's last AGM was held on
September 3, 2004. The Company has now filed a Notice of Meeting and Record date
on SEDAR for a proposed AGM to be held on July 20, 2009. Should the Company not
hold its AGM on or prior to July 20, 2009, trading in the shares of the Company
may be suspended from trading.


2. In May-June 2008 the Company raised $50,250 through 5 private placement
financings to arms' length investors of 67,000 units each for a total of 335,000
units. Each unit entitled the investor to acquire one common share and one half
common share purchase warrant, which warrant expires after 12 months if
unexercised.


The Company issued the common shares and warrants to the investors in December
2008 prior to making the required submissions to the TSX-V in accordance with
NEX policy 5.9. When the Company issued the common shares in December 2008, it
did so without placing the required hold period legend on the share
certificates, in error and in contravention of TSX-V policy. In addition, the
Company did not issue the applicable disclosure with respect to these private
placements in contravention of TSX-V Policy.


The Company subsequently provided the required submissions to the TSX-V in
January 2009 and has now developed detailed procedures which the Board of
Directors have approved and implemented relating to all future issuances of
units, shares, options and warrants which reflects all required TSX-V policies.


3. In March 2007 the Company entered into an agreement to acquire rights to
certain oil and gas assets located in the Peace River Arch in Northern Alberta.
The agreement was subject to the Company receiving approval from the Alberta
Energy and Utilities Board, which approval was subsequently received in June
2007. The Company did not file notice of this transaction with NEX for approval
at that time pursuant to NEX policy. A submission was subsequently provided to
NEX in January 2009.


The Company issued two press releases with respect to this transaction on April
17, 2007 and June 13, 2007. However it failed to disclose the purchase price of
the assets acquired, which disclosure is required under NEX policy. The purchase
price of the assets was $125,000.


4. In January 2008 the Company entered into an agreement with an arm's length
private company ("the Developer") for the development of the assets acquired in
March 2007. The Developer was entitled to earn a 30% working interest in the
assets and related production associated with the asset upon the Developer
completing the work required to bring the assets to production, which work was
completed in August 2008. The Company did not file the required submission with
NEX for approval of this agreement nor did it issue a press release as required
by NEX policy. A submission had subsequently been filed with NEX in January
2009.


5. In March 2007 the Company secured a total of $899,500 of term loans from a
shareholder ("Lender"), which funding was used to post the required deposits
with the Alberta Energy and Utilities Board coincident with the acquisition of
the assets described above. As part of the agreement with the Lender, the
Company provided the Lender with an option to acquire a 30% working interest in
the assets. The Company did not file the required submission for this
transaction with NEX nor did it issue a press release as required by NEX policy.
A submission to NEX was subsequently filed in January 2009.


6. In 2008 the Company granted 333,333 stock options to a director of the
Company and did not disclose the options grant at that time as prescribed by
TSX-V policy.


The Company's Directors have addressed the matters raised in this review and
have adopted the appropriate policies and procedures going forward to ensure
compliance with TSX-V / NEX regulations and policies in the future. In addition
two of the Company's directors are required to attend a corporate governance
course acceptable to the Exchange in 2009. 


The Company is now preparing its materials for its annual general meeting
scheduled for July 20, 2009. 


Pursuant to the completion of the Exchange's review, the Company has been
advised that its shares are scheduled to be resumed to trading on NEX effective
the opening on Friday May 22, 2009.


Forward-Looking Statements

Information provided herein contains forward-looking statements. The reader is
cautioned that assumptions used in the preparation of such information, which
are considered reasonable by the Company at the time of preparation, may prove
to be incorrect. Actual results achieved may vary from the information provided
and the variations may be material. There is no representation by the Company
that actual results achieved will be the same in whole or in part as those
indicated in the forward-looking statements.

Xgen Ventures Inc. (TSXV:XGN.H)
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