Waroona Energy : News release

Announcement

5th September2023 | TSXV:WHE

Proposal for Frontier Energy to acquire Waroona to create a major Australian focused renewable energy company

Waroona Energy Inc. (TSXV: WHE; OTC: WHEFF) ("Waroona" or the "Company") announces that it has entered into a non-bindingletter of intent ("LOI") on August 31, 2023, with Frontier Energy Limited("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"). This news release follows Frontier's news release issued on September 4,2023.

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 TSXVenture Exchange.

The Proposed Transaction aims to create a leading Australian focused renewable energy company, with shovel ready solar generation of 355MW but the potential to expand to more than 1GW based on freehold land ownership and grid connections. The combined company resulting from the Proposed Transaction would also provide a turnkey solution for green hydrogen production and consumption (a 120MW peaking plant) through the respective studies (completed and underway) andother key agreements in place, including water access.

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 definitivedocumentation 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 beentered into, or that any strategic transaction with Frontier or any other person will be completed.

Corporate Update

The Company would also like to announce that the Winston Lake option with First Quantum MineralsLtd. expired unexercised on September 1, 2023.

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ON BEHALF OF THE BOARD
For further information, contact:
Adam Kiley	Tony Wonnacott
President & CEO	Chairman
[phone] (Australia)	+1 416.953.5879 (North America)
[e-mail]	[e-mail]
Website: www.waroonaenergy.com
Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the Proposed Transaction, the entering into of any definitive documentation, the terms of any potential acquisition of the Company by Frontier, and expectations with respect to the combined company. Often, but not always, these forward looking statements can be identified by the use of words such as "estimate", "estimates", "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "upgraded", "offset", "limited", "contained", "reflecting", "containing", "remaining", "to be", "periodically", or statements that events, "could" or "should" occur or beachieved and similar expressions, including negative variations.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, the uncertainties inherent in the estimated economics of the Company's projects; whether exploration and development of the Company's properties will proceed as planned; changes in general economic conditions and financial markets; the Company or any joint venture partner not having the financial ability to meet its exploration and development goals; risks associated with the results of exploration and development activities, estimation of mineral resources and the geology, grade and continuity of mineral deposits; unanticipated costs and expenses; risks associated with COVID-19 including adverse impacts on the world economy, exploration and development efforts and the availability of personnel; and such other risks detailed from time to time in the Company's quarterly and annual filings with securities regulators and available under the Company's profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that causeactions, events or results to differ from those anticipated, estimated or intended.

Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: the accuracy of the estimated economics of the Company's projects; that the Company's stated goals and planned exploration and development activities will be achieved; that there will be no material adverse change affecting the Company or its properties; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual

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results and future events could differ materially from those anticipated in such statements.Accordingly, investors should not place undue reliance on forward-lookingstatements.

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