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

October 6, 2023

Item 3 News Release

A news release announcing the material change was disseminated on October 6, 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 binding agreement (the "Arrangement Agreement") on October 6, 2023, with Frontier Energy Limited ("Frontier"), a non-arm's length party to the Company, pursuant to which Frontier has agreed to acquire all of the outstanding shares of the Company not already held or controlled by Frontier (the "Transaction").

Item 5: Full Description of Material Change

On October 6, 2023, the Company announced that it has entered into the Arrangement Agreement with Frontier, a non-arm's length party to the Company, pursuant to which Frontier has agreed to acquire all of the outstanding shares of the Company not already held or controlled by Frontier. Pursuant to the Transaction, Waroona shareholders will receive one common share of Frontier for every 4.27 common shares of Waroona that they hold which implies an offer price of C$0.069 per Waroona share (based on the Canadian dollar equivalent of the 20-dayvolume-weighted-average-price (VWAP) of Frontier's shares on the Australian Securities Exchange (ASX) ending on October 5, 2023).

The implied offer price under the Transaction represents a premium of 52.4% and 46.8% to the closing price and the 10-day trailing VWAP, respectively, of Waroona's shares on the TSX Venture Exchange (the "TSXV") prior to the announcement of the Transaction on September 5th. Upon implementation, Waroona shareholders would hold approximately 31% and the common shareholders of Frontier would hold approximately 69% of the combined company on a fully diluted share basis.

Details of the Transaction

The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of 66 2/3% of the votes cast by the holders of Waroona's common shares at a special meeting of Waroona shareholders to be held to consider the Transaction (the "Special Meeting"). In addition to approval by Waroona shareholders, the Transaction is also subject to the receipt of court approval, regulatory approvals including approval under the Investment Canada Act and from the TSXV, and other customary closing conditions for transactions of this nature. The Transaction is expected to be completed prior to the end of 2023.

The Arrangement Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of Waroona. The directors and senior officers of Waroona, owning in aggregate approximately 2.5% of Waroona's voting securities have agreed to vote all the securities they own or control in favour of the Transaction.

There are no finder's fees payable in connection with the Transaction.

Waroona Board of Directors and Special Committee Recommendations

A special committee comprised entirely of independent directors of Waroona (the "Special Committee") unanimously recommended the Transaction to the board of directors of Waroona (the "Waroona Board"). The Waroona Board has evaluated the Arrangement Agreement with the Company's management and legal and financial advisors and, following the receipt and review of a unanimous recommendation from the Special Committee, the Waroona Board has unanimously determined that the Arrangement Agreement is in the best interests of the Company, and the Waroona Board has resolved to recommend that the Company's shareholders vote in favour of the Transaction, all subject to the terms and conditions contained in the Arrangement Agreement.

Red Cloud Securities Inc. has provided an opinion to the Special Committee and the Waroona Board, that based upon and subject to various assumptions, limitations and qualifications, the consideration to be received by the holders of Waroona common shares (other than Frontier and its affiliates) under the Arrangement Agreement is fair, from a financial point of view, to the holders of Waroona common shares.

Further details regarding the terms of the Transaction are set out in the Arrangement Agreement, which will be publicly filed by Waroona under its profile on SEDAR+ at www.sedarplus.ca. Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the rationale for the recommendations made by the Special Committee and the Waroona Board and how Waroona shareholders can participate in and vote at the Special Meeting to be held to consider the Transaction, will be provided in the management information circular for the Special Meeting which will also be filed at www.sedarplus.ca. Shareholders are urged to read these and other relevant materials when they become available.

Advisors and Counsel

Red Cloud Securities Inc. is acting as financial advisor to Waroona, and DLA Piper (Canada) LLP is acting as legal counsel to Waroona.

Farris LLP is acting as legal counsel to Frontier on the Transaction.

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

October 11, 2023