Bengal Energy Ltd. — Capital/Financing Update 2021

Mar 10, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Bengal Energy Ltd. (" Bengal " or the " Company ") Suite 1110, 715 5[th] Avenue SW Calgary, Alberta T2P 2X6

2.

Date of Material Change

February 25, 2021

3.

Press Releases

A news release setting out information concerning the material change described in this report was issued by the Company on February 26, 2021 through the facilities of Marketwired and subsequently filed on SEDAR.

4. Summary of Material Change

On February 26, 2021, Bengal announced the closing of its previously announced non-brokered private placement (the " Private Placement ") of common shares in the capital of the Company (" Common Shares ") to Texada Capital Management Ltd. (" Texada "). Bengal also announced the closing of the transactions contemplated by the debt settlement agreement (the " Debt Settlement ") with its senior secured lender Westpac Banking Corporation (" Westpac ") in respect of the settlement of all indebtedness and liabilities owing by Bengal's wholly owned subsidiary Bengal Energy (Australia) Pty Ltd. (" Bengal Pty ") to Westpac under its secured credit facility (the " Facility ").

Under the Private Placement, Bengal issued to Texada 330,720,000 Common Shares at the price of CAD$0.05 per share for aggregate gross proceeds of CAD$16,536,000 (the " Gross Proceeds ").

5.1 Full Description of Material Change

On February 26, 2021, Bengal announced the closing of the Private Placement and the Debt Settlement.

Under the Private Placement, Texada acquired 330,720,000 Common Shares at the price of CAD$0.05 per Common Share for an aggregate subscription amount of CAD$4 million plus the CAD equivalent of USD$10 million (the " Settlement Amount ") determined based on the daily average CAD$/USD$ foreign exchange rate published by the Bank of Canada as at February 24, 2021.

The Settlement Amount was used to pay the principal amount of USD$12.369 million owing by Bengal Pty to Westpac under the Facility. The remaining Gross Proceeds will be used by the Company to satisfy current liabilities and to fund downhole remedial work on two suspended gas wells located on the Company's Wareena petroleum lease and associated natural gas pipeline maintenance in the Cooper Basin of Queensland, Australia.

5.2 Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

7. Omitted Information

None.

8. Executive Officer

For additional information, please contact Chayan Chakrabarty, President and Chief Executive Officer Telephone: (403) 781-7015 Email: investor.relations@bengalenergy.ca

9. Date of Report

March 9, 2021.

Forward-Looking Statements

This material change report contains forward-looking statements regarding the use of the Gross Proceeds from the Private Placement. These forward-looking statements are provided as of the date of this material change report, or the effective date of the documents referred to in this material change report, as applicable, and reflect predictions, expectations or beliefs regarding future events based on the Company's beliefs at the time the statements were made, as well as various assumptions made by and information currently available to them. In making the forward-looking statements included in this material change report, the Company has applied several material assumptions, including, but not limited to, that general economic and business conditions will not change in a materially adverse manner. Although management considers these assumptions to be reasonable based on information available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions on which they are based do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the expectations expressed in them. These risk factors may be generally stated as the risk that the assumptions expressed above do not occur, but specifically include, without limitation, risks relating to general market conditions and the additional risks described in the Company's latest Annual Information Form, and other disclosure documents filed by the Company on SEDAR. The foregoing list of factors that may affect future results is not exhaustive. When relying on our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not undertake to update any forward‐looking statement, whether written or oral, that may be made from time to time by the Company or on behalf of the Company, except as required by law.