Waroona Energy : Material change report

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 31, 2023.

Item 3 News Release

A news release announcing the material change was disseminated on September 5, 2023 and was subsequently filed on SEDAR+ at https://sedarplus.ca.

Item 4 Summary of Material Change

The Company announced that it had entered into a non-binding letter of intent ("LOI") with Frontier Energy Limited ("Frontier") with respect to the acquisition of 100% of the Company's shares not already held by Frontier. See Item 5 for further details.

Item 5: Full Description of Material Change

The Company announced that it has entered into an LOI on August 31, 2023, with Frontier, an Australian company publicly traded on the Australian Securities Exchange, pursuant to which Frontier has proposed acquiring 100% of the Company's shares not already held by Frontier by way of statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Proposed Transaction").

Under the terms of the Proposed Transaction, Frontier would acquire all of the issued and outstanding common shares of Waroona ("Waroona Shares") not already held by Frontier (Frontier currently holds approximately 20% of the Waroona Shares) on the basis of one (1) Frontier listed share for every 4.27 Waroona Shares. This equates to a share price of C$0.08 per Waroona Share or a 46% premium to the 15- day VWAP, or a 78% premium to the last traded share price, of the Waroona Shares on the TSX Venture Exchange.

Waroona's board of directors (the "Board") will be reviewing the terms of the Proposed Transaction and the LOI and, in consultation with its legal and financial advisors, will consider Waroona's strategic alternatives, which will include working towards the execution of definitive documentation with Frontier should Waroona determine it is appropriate to do so. The LOI is terminated if definitive documentation has not been executed by October 31, 2023.

Waroona cautions its shareholders and potential investors that the LOI is non-binding and there can be no certainty that definitive documentation with respect to the Proposed Transaction will be entered into, or that any strategic transaction with Frontier or any other person will be completed.

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

Not applicable.

Item 7: Omitted Information

Not applicable.

Item 8: Executive Officer

For further information, please contact:

Tony Wonnacott, Chairman

Tel: [phone]

Email: [e-mail]

Item 9: Date of Report

September 5, 2023