PetroFrontier Corp. — Capital/Financing Update 2021

Jul 13, 2021

FORM 51-102F3

Material Change Report

1. Name and Address of Company:

PetroFrontier Corp. (" PetroFrontier " or the " Company ") 900, 903 – 8[th] Avenue SW Calgary, AB T2P 0P7

2. Date of Material Change:

July 7, 2021

3. News Release:

July 8, 2021

4. Summary of Material Change:

PetroFrontier announced that it has completed a non-brokered private placement for aggregate gross proceeds of $373,469 whereby the Company issued an aggregate of 4,979,583 common shares (" Common Shares ") from its treasury at a price of $0.075 per Common Share.

5. Full Description of Material Change:

5.1 Full Description of Material Change:

PetroFrontier announced that it completed a non-brokered private placement for aggregate gross proceeds of $373,469 (the " Private Placement ") whereby the Company issued an aggregate of 4,979,583 common shares (" Common Shares ") from its treasury at a price of $0.075 per Common Share. Proceeds from the Private Placement will be used to fund development and provide additional working capital to the Company.

Pursuant to applicable securities laws, the Common Shares are subject to a hold period of four months plus one day following the date of their issuance. While conditional approval has been obtained from the TSX Venture Exchange (" TSXV "), the Private Placement remains subject to final approval of the TSXV.

Mr. Paul Cheung, a former director of the Company, acquired beneficial ownership of 3,319,888 of the Common Shares such that he now holds a total of 61,837,615 Common Shares which represents 27.64% of the total number of issued and outstanding Common Shares after giving effect to the Private Placement.

Related Party Participation in the Private Placement

An insider subscribed for 3,319,888 of the Common Shares issued pursuant to the Offering for a total of 66.67%. As an insider of PetroFrontier participated in the Offering, it is deemed to be a "related party transaction" as defined under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (" MI 61-101 ").

Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.

The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the Common Shares distributed to, nor the consideration received from, interested parties exceeded $2,500,000. The Private Placement was approved by the board of directors of the Corporation.

2

The Company did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by related parties of the Company were not settled until shortly prior to the closing of the Offering and the Company wished to close on an expedited basis for business reasons.

About PetroFrontier Corp.

PetroFrontier is a junior energy company currently focused on developing two Mannville heavy oil plays in the Cold Lake and Wabasca areas of Alberta.

PetroFrontier’s head office is in Calgary, Alberta and its Common Shares are listed for trading on the Exchange under the symbol “PFC”.

Forward-Looking Statements

This press release may contain forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of PetroFrontier, including final approval of the TSXV and the use of proceeds. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. Any forward-looking statements are made as of the date of this release and, other than as required by applicable securities laws, PetroFrontier does not assume any obligation to update or revise them to reflect new events or circumstances.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

5.2 Disclosure for Restructuring Transaction

Not Applicable

6. Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102 Continuous Disclosure Obligations :

Not Applicable

7. Omitted Information:

Not Applicable

8. Executive Officer Knowledgeable of Material Change:

Kelly Kimbley 900, 903 – 8[th] Avenue SW Calgary, AB T2P 0P7 Telephone: (403) 650-6355

9. Date of Report:

July 13, 2021