XsunX, Inc. Secures $21 Million Financing Commitment

XsunX, Inc. Secures $21 Million Financing Commitment

November 05, 2007

Structure Provides Flexibility to Initiate Company's
Planned 100 Megawatt Thin Film Solar Module Production
Facility Build Out

    ALISO VIEJO, Calif., Nov. 5 /Xinhua-PRNewswire/ --
XsunX, Inc. (OTC Bulletin Board: XSNX), announced today
that it has secured a total of $21,000,000 in financing
with Fusion Capital Fund II, LLC, a Chicago-based
institutional investor, to support the launch of its phased
plans to build a 100 megawatt amorphous silicon thin film
photovoltaic (TFPV) solar module manufacturing facility. 

    Over the course of 2007, the Company designed a
proprietary 25 megawatt TFPV solar module manufacturing
system, and developed a phased plan to build and install
four of these systems by 2010.   XsunX then worked with
industry proven and recognized vendors to ensure access to
materials and components necessary to meet build schedules
under its phased plan. 

    Next, XsunX solicited proposals from over twenty states
to ensure that the Company benefited from establishing its
new manufacturing facilities in a region providing strong
business incentives and an educated workforce. After a
review of all submitted proposals, XsunX made a decision to
locate their multi-megawatt manufacturing facilities in the
State of Oregon, USA. This decision was based on a
combination of operating incentives and credits, added to
low cost financing opportunities, submitted by the State of
Oregon. 
    
    XsunX then worked to introduce the design and future
availability of its XASI-120 solar module to the solar
installation industry at key trade shows. These efforts
have resulted in over 90 megawatts of module
pre-manufacture reservations. Finally, the Company set out
to select a strong investment partner and the right
investment structure to finance the first stages of the
planned build out of its TFPV manufacturing facilities. 

    Mr. Tom Djokovich, XsunX's CEO, stated, "We owed
our investors a well defined plan leveraging a solid mix of
key employees, premier vendors, government support, and
access to working capital under the best terms, without the
burden of unnecessary debt instruments found in many
financing agreements. I believe that taking the time to put
all of the pieces in place was crucial to providing XsunX
the best opportunity for success. One of the last aspects
to our plan was to find a solid financing partner that was
interested in our business. We looked at quite a few term
sheets and, in selecting Fusion Capital, I believe that we
found the support we needed on the terms that work best for
all of our investors." 

    Upon signing the stock purchase agreement, XsunX
received $1,000,000 from Fusion Capital as an initial
purchase of common stock under the $21 million commitment,
at a price of $.30 per share.  After the SEC has declared
effective a registration statement related to the
transaction, the Company has the right, over a 25-month
period, to sell its shares of common stock to Fusion
Capital, from time to time, in amounts up to $1 million per
sale, depending on certain conditions as set forth in the
stock purchase agreement, up to the full aggregate
commitment of $21 million.  

    The purchase price of the shares related to the $20
million balance of future funding will be based on the
prevailing market prices of the Company's shares at the
time of sales without any fixed discount, and the Company
will control the timing and amount of any sales of shares
to Fusion Capital. There are no negative covenants,
restrictions on future fundings, penalties or liquidated
damages in the agreement.  The common stock purchase
agreement may be terminated by XsunX at any time at its
discretion without any additional cost to XsunX.  

    The proceeds received by the Company under the common
stock purchase agreement are expected to be used to build
an initial base production system delivering full size
commercial quality solar modules, and initiate the
manufacture of the first of four (4) planned 25 megawatt
systems under the Company's planned 100 megawatt thin film
solar module production facility. Proceeds may also be used
to lease and prepare manufacturing facilities with the
necessary support systems for the manufacturing line,
inventory, staff, and general working capital. 

    A more detailed description of the agreement is set
forth in the Company's Current Report on Form 8-K recently
filed with the SEC which the Company encourages be reviewed
carefully. 

    About XsunX 

    Fusion Capital Fund II, LLC is an institutional
investor based in Chicago, Illinois with a fundamental
investment approach.  Fusion Capital invests in a wide
range of companies and industries emphasizing life
sciences, energy and technology companies.  Its investments
range from special situation financing to long-term
strategic capital.

    About Fusion Capital 

    Fusion Capital Fund II, LLC is an institutional
investor based in Chicago, Illinois with a fundamental
investment approach.  Fusion Capital invests in a wide
range of companies and industries emphasizing life
sciences, energy and technology companies.  Its investments
range from special situation financing to long-term
strategic capital.

    Safe Harbor Statement: 

    Matters discussed in this press release contain
forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. When used
in this press release, the words "anticipate,"
"believe," "estimate," "may,"
"intend," "expect" and similar
expressions identify such forward-looking statements.
Actual results, performance or achievements could differ
materially from those contemplated, expressed or implied by
the forward-looking statements contained herein. These
forward-looking statements are based largely on the
expectations of the Company and are subject to a number of
risks and uncertainties. These include, but are not limited
to, risks and uncertainties associated with: the impact of
economic, competitive and other factors affecting the
Company and its operations, markets, product, and
distributor performance, the impact on the national and
local economies resulting from terrorist actions, and U.S.
actions subsequently; and other factors detailed in reports
filed by the Company.


    For more information, please contact:

     Investor Relations 
     XsunX, Inc. 
     Tel:  [phone]
     Web:  http://www.XsunX.com