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Cardinal Energy Ltd. Capital/Financing Update 2021

Mar 16, 2021

47172_rns_2021-03-16_ec7c734e-a6cf-4180-b76a-025c38437ff5.pdf

Capital/Financing Update

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MATERIAL CHANGE REPORT

1.

Name and Address of Company:

Cardinal Energy Ltd. (" Cardinal " or the " Company ") 600, 400 – 3 Avenue SW Calgary, AB T2P 4H2

2. Date of Material Change:

March 11, 2021

3. News Release:

A news release was issued and disseminated through the facilities of a recognized newswire service on March 11, 2021 relating to the material change.

4. Summary of Material Change:

On March 11, 2021, Cardinal announced that it has completed the previously announced redemption of its 8.00% Convertible Unsecured Subordinated Debentures due December 31, 2022 (the " Debentures ").

5. Full Description of Material Change:

5.1

Full Description of Material Change

On March 11, 2021, Cardinal announced that has completed the previously announced redemption of its Debentures due December 31, 2022. Prior to the redemption date, Cardinal issued 22,410,000 common shares upon the voluntary conversion of $28,013,000 principal amount of the Debentures representing approximately 99.3% of the outstanding Debentures. The redemption of the remaining $194,000 principal amount of the Debentures was funded through the Company's credit facility. As the majority of the Debentures were converted into common shares, the redemption financing of unsecured subordinated nonconvertible debt announced in our February 4, 2021 press release was not completed. The Debentures have been delisted from the Toronto Stock Exchange.

5.2 Disclosure of Restructuring Transaction

Not applicable.

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

Not applicable.

7. Omitted Information:

Not applicable.

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8. Executive Officer:

The name and business numbers of the executive officer of us who is knowledgeable of the material change and this report is:

M. Scott Ratushny Chief Executive Officer

Shawn Van Spankeren Chief Financial Officer

Laurence Broos Vice President, Finance

Telephone: (403) 234-8681 Email: [email protected] Website: www.cardinalenergy.ca

9. Date of Report:

March 16, 2021

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