FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Waroona Energy Inc. (the "Company")

Suite 400 - 1681 Chestnut Street

Vancouver, BC V6J 4M6

Item 2 Date of Material Change

August 28, 2023.

Item 3 News Release

A news release announcing the material change was disseminated on August 28, 2023 and was subsequently filed on SEDAR+ at https://sedarplus.ca.

Item 4 Summary of Material Change

The Company announced a change in the Chief Financial Officer ("CFO"). See Item 5 for further details.

Item 5: Full Description of Material Change

The Company announced that it has appointed Zenny Custodio as interim CFO following the resignation of Sean McGrath. Zenny is a CPA qualified accountant with over 20 years of experience in audit, including three years as Senior Manager with KPMG Perth and prior to that Assistant Manager and then Senior Manager with KPMG LLP Singapore for eight years. Zenny has significant experience with International Financial Reporting Standards and US GAAP with broad experience in complex accounting issues including business combinations and joint venture operations. Zenny has worked across the mining, oil and gas services, manufacturing and construction industries.

Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7: Omitted Information

The information regarding the update on the study assessing a Green Hydrogen Fuelled Peaking Plant has been omitted.

Item 8: Executive Officer

For further information, please contact:

Tony Wonnacott, Chairman

Tel: 416.953.5879

Email:contact@waroonaenergy.com

Item 9: Date of Report

August 31, 2023

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Disclaimer

Waroona Energy Inc. published this content on 31 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 September 2023 18:07:05 UTC.