XsunX, Inc. Secures $21 Million Financing Commitment

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

    ALISO VIEJO, Calif., Nov. 5 /CNW/ -- 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
    Based in Aliso Viejo, Calif., XsunX is developing and commercializing new
thin film photovoltaic (TFPV) solar cell technologies and manufacturing
processes to service expanding global energy demands. The Company has made
plans to build a multi-megawatt solar module production facility in the United
States to meet the growing demand for solar cell products used in large scale
commercial projects, utility power fields, and other on-grid applications.
Employing a phased roll out of production capacity, XsunX is initiating plans
to grow its TFPV solar module manufacturing capacities to over 100 megawatts.
    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

For further information:

For further information: XsunX, Inc. Investor Relations, +1-888-797-4527
Web Site: http://www.XsunX.com

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