FORM 51-102F3 MATERIAL CHANGE REPORT

1.

Name and Address of Company:

Carmen Resources Energy Inc. (" Carmen " or the " Corporation ") 300, 840 6^th Avenue SW Calgary, Alberta T2P 3E5

2. Date of Material Change:

September 19, 2011

3. News Release:

A press release was disseminated on September 29, 2011 through the facilities of Marketwire.

4.

Summary of Material Change:

Carmen announced that it had entered into a letter of intent to acquire all the issued and outstanding shares of Shorthorn Exploration Ltd. (" Shorthorn "), a Calgary based private company engaged in the exploitation and development of gas and oil reserves in Alberta and Saskatchewan (the " Acquisition "). The Acquisition of Shorthorn is an arms-length transaction and does not result in a change of control of Carmen.

Shorthorn has total acreage of 9,042 gross (8,710 net) of which 4,852 gross (4,850 net) acres is developed and 4,190 gross (3,860 net) is undeveloped; excluding (80) eighty section farmin acreage with a major Canadian oil and gas Company.

Completion of the Acquisition is subject to several conditions, including, but not limited to, the negotiation and entering into of a mutually acceptable farmin agreement (as described below) and definitive acquisition agreement, Carmen raising the funds to close the Acquisition (the " Financing ") on or before November 15, 2011, the completion by Carmen of satisfactory due diligence and receipt of all regulatory and TSX Venture Exchange approvals. The closing of the Acquisition (" Closing ") is anticipated to occur on or before December 1, 2011.

5. Full Description of Material Change:

Carmen announced that it had entered into a letter of intent for the Acquisition. The Acquisition of Shorthorn is an arms-length transaction and does not result in a change of control of Carmen.

Shorthorn has total acreage of 9,042 gross (8,710 net) of which 4,852 gross (4,850 net) acres is developed and 4,190 gross (3,860 net) is undeveloped; excluding (80) eighty section farmin acreage with a major Canadian oil and gas Company.

Completion of the Acquisition is subject to several conditions, including, but not limited to, the negotiation and entering into of a mutually acceptable farmin agreement (as described below) and definitive acquisition agreement, the completion by Carmen of a Financing on or before November 15, 2011, the completion by Carmen of satisfactory due diligence and receipt of all regulatory and TSX Venture Exchange approvals. Closing anticipated to occur on or before December 1, 2011.

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Summary of Acquisition

Concurrently with Carmen depositing $600,000 to be held in trust, Carmen and Shorthorn shall enter into a mutually acceptable farmin agreement (" Farmin Agreement ") which shall provide for the drilling and the abandonment or completion of one (1) horizontal well on the Shorthorn lands in the Viking Kinsella Glauconite formation (the " Test Well ") on or before November 30, 2011. The Farmin Agreement will terminate in conjunction with the Closing. Subject to Carmen satisfying the condition for Financing, Carmen and Shorthorn will enter into a mutually acceptable acquisition agreement (the " Definitive Agreement ") whereby Carmen shall offer to acquire all of the issued and outstanding Shorthorn Shares for the base consideration of $10 million (the " Base Consideration "), subject to adjustment. The Base Consideration will be comprised of approximately $6 million cash and approximately $4 million worth of common shares of Carmen (" Carmen Shares ") which will be issued at a price equivalent to the price per Carmen Share issued in connection with the Financing. The Base Consideration shall be payable at Closing.

In addition to the Base Consideration, Carmen will deposit additional consideration ("Additional Consideration ") of $2 million cash with an escrow agent, to be held in escrow until determination of the average production rate of the Test Well is established. Payment of the Additional Consideration is contingent on the average production rate of the Test Well achieving greater than (15) fifteen barrels of oil per day for sixty continuous days of production. Upon reaching this production rate, Carmen will commit to drill two additional horizontal wells in the Viking Kinsella Glauconite Formation and issue one bonus warrant (the " Bonus Warrants ") to the former shareholders of Shorthorn for each Shorthorn Share previously held. If the Test Well average production rate is (15) fifteen barrels of oil per day or less for (60) sixty continuous days of production, then the Additional Consideration shall be returned to Carmen.

Bonus Warrants, if issuable, shall not be transferable and shall represent the right to receive a pro rata portion of the bonus payment (" Bonus Payment ") payable by Carmen, in cash or, at the election of the former shareholder of Shorthorn, in Carmen Shares.

Bonus Warrants shall vest and become exercisable by the holders thereof at any time after the completion of an independent reserve report providing the value for the proved reserves of the Test Well and next two additional test wells to be drilled and three proved undeveloped wells. At such time, holders of Bonus Warrants may elect to exercise their Bonus Warrants for that number of Carmen Shares equal to the cash value of the Bonus Warrants to be exercised for Carmen Shares divided by the greater of the one day average or the closing market price of the Carmen Shares on the date of exercise discounted by 10%. The right to elect to exercise for Carmen Shares shall terminate on June 1, 2012 (the " Exercise Deadline "). After the Exercise Deadline, all remaining Bonus Warrants not exercised will be deemed exercised for cash on the redemption date.

The Redemption Date shall be July 1, 2012. On the Redemption Date all of the Bonus Warrants not yet exercised by the holders thereof shall be deemed exercised and shall only represent the right to receive that amount of cash per Bonus Warrant to which such holder was entitled. Payment shall occur within five (5) Business Days of the Redemption Date.

The Bonus Payment shall be computed on or before July 1, 2012 and will equal the result obtained when the bonus percentage (the " Bonus Percentage ") is multiplied by the sum of the net present value as determined by an independent reserve report, using forecast prices and costs, of the first three wells drilled and assigned proved producing reserves and three wells assigned proved undeveloped reserves, both before income tax and discounted at 10%. The Bonus

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Percentage will be determined by the rate of production of the test well in accordance with the following table:

60 day Production Rate of Test Well (barrels/d) Bonus Percentage (%)

6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102:

N/A

7. Omitted Information:

N/A

8. Executive Officer:

For further information, please contact

Brian Doherty

President, Chief Executive Officer and Director (403) 537-5590

9. Date of Report:

September 30, 2011